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                                                                   EXHIBIT 10.20
                              AMENDED AND RESTATED
                         EXECUTIVE EMPLOYMENT AGREEMENT

                  AGREEMENT, dated as of May 28, 1999 ("Effective Date"), by and
         between AMERICAN NATIONAL CAN COMPANY, a Delaware corporation, AMERICAN
         NATIONAL CAN GROUP, INC., a Delaware corporation (collectively, subject
         to Section 11 (a), the "Company"), and the individual named on the
         signature page hereof (the "Executive").

                  WHEREAS, the Executive is employed by American National Can
         Company ("ANCC"), and the Executive and ANCC desire to enter into this
         Agreement, in connection with the anticipated reorganization of ANCC,
         which will result in its operations being continued by American
         National Can Group, Inc. ("ANCG"), pertaining to the terms of the
         employment of the Executive by the Company; and

                  WHEREAS, the Executive and ANCC desire that this Agreement
         shall constitute an Amendment and Restatement of the existing Agreement
         between them with respect to Executive's employment with ANCC, and the
         Executive and the Company desire that this Amendment and Restatement
         shall remain effective irrespective of whether the aforementioned
         reorganization occurs;

                  NOW, THEREFORE, in consideration of the covenants and
         agreements herein contained, the parties hereto hereby agree as
         follows:

         1.       Defined Terms. For purposes of this Agreement, the following
terms shall have the following meanings:

         (a)      "Affiliate" means, with respect to any person (including
                  without limitation the Company), any corporation or other
                  entity that, directly or indirectly, controls or is controlled
                  by such person, or that is under common control with such
                  person.

         (b)      "Board' means the Board of Directors of the Company.

         (c)      "Cause" means (A) serious misconduct or gross negligence in
                  the performance of the Executive's employment duties; (B)
                  willful disobedience by the Executive of lawful directions
                  received from or policies established by the Chairman and
                  Chief Executive Officer of the Company, any other executive or
                  executives to whom the Executive reports or the Board, which
                  continues for more than thirty (30) days after the Company
                  notifies the Executive of its intention to terminate his
                  employment on account of such disobedience; or (C) commission
                  by the Executive of a crime involving fraud or moral turpitude
                  that can reasonably be expected to have an adverse effect on
                  the business, reputation or financial situation of the
                  Company. The Executive shall be permitted to respond and
                  defend himself before the Executive Committee of the Board
                  within 15 days


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                  after written notification of any proposed termination for
                  Cause which shall specify in detail the reasons for such
                  termination.

         (d)      "Change of Control" means a change in control of ANCC or ANCG
                  a nature that would be required to be reported in response to
                  Item 6(e) of Schedule 14A of Regulation 14A promulgated under
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"), whether or not it is then subject to such reporting
                  requirement; provided that, without limitation, a Change of
                  Control shall be deemed to have occurred if (A) any
                  individual, partnership, firm, corporation, association,
                  trust, unincorporated organization or other entity, or any
                  syndicate or group deemed to be a person under Section
                  14(d)(2) of the Exchange Act, is or becomes the "beneficial
                  owner" (as defined in Rule 13d-3 or the General Rules and
                  Regulations under the Exchange Act), directly or indirectly,
                  of securities of ANCC or ANCG representing 25 % or more of the
                  combined voting power of its then outstanding securities
                  entitled to vote in the election of directors; (B) the
                  stockholders of ANCC or ANCG approve a merger, consolidation
                  or other transaction involving ANCC or ANCG as a result of
                  which the stockholders of ANCC or ANCG immediately before the
                  transaction will not own at least 50% of the surviving or
                  resulting entity; or (c) during any period of two consecutive
                  years (not including any period prior to the execution of this
                  Agreement), individuals who at the beginning of such period
                  constituted the Board and any new directors, whose election by
                  the Board or nomination for election by the Company's
                  stockholders was approved by a vote of at least three quarters
                  (3/4) of the directors then still in office who either were
                  directors at the beginning of the period or whose election or
                  nomination for election was previously so approved, cease for
                  any reason to constitute at least two-thirds thereof.

         (e)      "Code" means the Internal Revenue Code of 1986, as amended.

         (f)      "Company Equity Plan" means any stock option, restricted
                  stock, stock appreciation right, phantom stock, equity
                  incentive or similar plan under which awards are denominated
                  in, or the value of which is determined by reference to,
                  equity securities of the Company.

         (g)      "Confidential Information" includes, without limitation, the
                  client lists of Pechiney and its Subsidiaries and Affiliates
                  (including the Company), their respective trade secrets, any
                  confidential information about (or provided by) any customer
                  or supplier, or prospective or former customer or supplier, of
                  Pechiney or any of its Subsidiaries or Affiliates (including
                  the Company), information concerning the business or financial
                  affairs of Pechiney or any of its Subsidiaries or Affiliates
                  (including the Company), including books and records,
                  commitments, procedures, plans and prospectuses, strategies,
                  or



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                  current or prospective transactions or businesses, and any
                  other "inside information": (i) which has not been disclosed
                  publicly by Pechiney or one of its Subsidiaries or Affiliates
                  (including the Company), or with its consent, (ii) which is
                  otherwise not a matter of public knowledge or (iii) which is a
                  matter of public knowledge and the Executive has reason to
                  know that such information became a matter of public knowledge
                  through an unauthorized disclosure.

         (h)      "Continuation Period" means the period beginning on the
                  Termination Date and ending on the second anniversary thereof.

         (i)      "Covenant Period" means the period beginning on the Effective
                  Date and ending on the second anniversary of the Termination
                  Date.

         (j)      "Good Reason" means (A) a material reduction in the
                  Executive's status, duties or responsibilities as in effect on
                  the date of this Agreement, or (B) a reduction in the
                  Executive's annual target compensation opportunity, defined as
                  the sum of (I) base salary; (II) targeted annual incentive
                  award; and (III) subject to the next sentence, the targeted
                  long-term incentive award under any Company Equity Plan,
                  payable by either the Company or a successor company for a
                  calendar year, or (C) the Executive is required to relocate
                  outside of a fifty mile radius of his current office without
                  his prior written consent following a Change of Control, or
                  (D) the Company fails to pay Executive any amount otherwise
                  vested and due under the Agreement, any prior agreement, or
                  any plan or policy of the Company, which such failure is not
                  cured within thirty (30) days following written notice of
                  failure given to the Company, or (E) the Company fails to
                  obtain an agreement to expressly assume the executive
                  employment Agreement from any successor company to the
                  Company, or (F) the Company is in material breach of the
                  Agreement, which breach is not cured within thirty (30) days
                  following written notice of breach given to the Company. For
                  purposes of clause (B): (i) the value of an option grant shall
                  be determined based on the methodology utilized by the
                  Company, from time to time, to determine the size of awards to
                  employees eligible for long-term incentive compensation; (ii)
                  if, at the time that a long-term incentive award is made, it
                  is designated by the Company as being made on account of more
                  than one calendar year, then it shall be prorated, for
                  purposes of determining the amount of the targeted long-term
                  incentive award for any such calendar year, over the years on
                  account of which it is being made; and (iii) the Executive's
                  targeted long-term incentive award will be considered to have
                  been materially reduced if his targeted award is reduced at a
                  rate greater than, or increased at a rate lesser than the rate
                  that the awards of the other senior executives of the Company
                  are reduced or increased, respectively.



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         (k)      "MIP" means the Company's Management Incentive Plan, as the
                  same may be amended from time to time, or any successor plan.

         (l)      "Pechiney Group" means Pechiney and its Subsidiaries and
                  Affiliates (including the Company).

         (m)      "Pension Plans" means, collectively, the Company's Pension
                  Plan for Salaried Employees and certain other non-qualified
                  pension plans or arrangements that the Company maintains for
                  its senior executives.

         (n)      "SUBSIDIARY" of a person (including without limitation the
                  Company) means a corporation with respect to which such
                  person, directly or indirectly, has the power, whether through
                  the ownership of voting securities, by contract or otherwise,
                  to elect at least a majority of the members of such
                  corporation's board of directors.

         (o)      "Termination Date" means the effective date of the Executive's
                  termination of employment with the Company.

         2.       GENERAL TERMS OF EMPLOYMENT.

         (a)      Nature and Term of this Agreement. The term of this Agreement
                  shall commence on the Effective Date. This Agreement does not
                  constitute a guarantee of continued employment but instead
                  provides for certain rights and benefits for the Executive
                  during his employment, and in the event his employment with
                  the Company terminates under the circumstances described
                  herein.

         (b)      Duties and Responsibilities. For so long as the Executive's
                  employment with the Company continues, the Executive will
                  devote his full business time, attention and best efforts to
                  the affairs of the Company, will faithfully serve the Company,
                  and in all respects conform to and comply with the lawful
                  directions and instructions consistent with his position as
                  Senior Vice President - Beverage Cans America of ANCC, and
                  Executive Vice President -- ANCG and President -- Beverage
                  Cans America of ANCG given to him by the Company's Chairman
                  and Chief Executive Officer, any other executive or executives
                  to whom he reports, or the Board.

         (c)      Authority. In performing his duties hereunder, the Executive
                  shall have the authority customarily held by others holding
                  similar senior executive level positions within the Company,
                  as defined in the authority guidelines established by the
                  Board of Directors or the Chairman and Chief Executive Officer
                  of the Company.



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         (d)      Outside Board Memberships. Executive may serve on the boards
                  of directors of up to two (2) for-profit business corporations
                  which do not compete with the business of the Company, such
                  memberships subject to prior approval by the Chairman and
                  Chief Executive Officer of the Company.

         (e)      Base Salary. The Executive shall receive a salary of
                  $27,083.33 per month, $325,000 on an annual basis. The
                  Executive's base salary shall be reviewed periodically by the
                  Company at the times and in a manner consistent with the
                  review of base salaries of the Company's other senior
                  executives, and, based on such review, the amount of the
                  Executive's base salary may be adjusted upwards but not
                  downwards, in the discretion of the Company, taking into
                  account the Executive's performance and any other factors the
                  Company deems relevant; provided that, while the Executive is
                  employed hereunder, his salary shall be increased for each
                  calendar year by a rate that equals or exceeds the average
                  rate of increase of the base salaries of employees of the
                  Company generally.

         (f)      Annual Incentive Plan. During the period of the Executive's
                  employment with the Company he will be eligible to participate
                  in the Company's annual incentive plan, the MIP, at a target
                  and maximum opportunity as established by the Compensation
                  Committee of the Board. The MIP may be adjusted or modified
                  from time to time by the Company in its discretion.

         (g)      Company Equity Plan. During the period of the Executive's
                  employment with the Company he will be eligible to participate
                  in the Company Equity Plan, at a target opportunity similar in
                  amount to other senior executives at his level. The Company
                  Equity Plan may be adjusted or modified from time to time by
                  the Company in its discretion.

         (h)      Company Car. The Executive will be eligible for a company car
                  in accordance with the provisions of the Company's Lease Car
                  Program.

         (i)      Employee Benefits. The Executive shall be eligible to
                  participate in employee benefit plans sponsored or maintained
                  by the Company, including, without limitation, life insurance,
                  medical insurance, hospitalization, dental insurance, short
                  and long term disability insurance, pension, retirement,
                  401(k) and deferred compensation plans, whether now existing
                  or established hereafter. Nothing in this Section 2(i) shall
                  limit the Company's right to amend or terminate any such plan
                  in accordance with the procedures set forth therein.



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         (j)      Age 60 Post-Termination Benefits.

                  (i)      Subject to Section 3(h), if the Executive retires or
                           otherwise resigns from employment with the Company,
                           after the Executive attains age 60, and the Executive
                           does not have thirty (30) years of service credit
                           towards the total pension benefit calculation under
                           the Pension Plans, then the Company will pay to the
                           Executive pursuant to this Agreement a supplemental
                           monthly pension benefit equal to the excess, if any,
                           of "A" over "B", where:

                                   "A" equals the aggregate monthly benefit the
                                   Executive would have received under the
                                   Pension Plans upon retirement assuming that
                                   the Executive had thirty (30) years of
                                   service credit towards the total pension
                                   benefit calculation under the Pension Plans
                                   based upon the highest consecutive sixty (60)
                                   months of compensation (as defined for
                                   purposes of the Pension Plans) the Executive
                                   received from the Company during his
                                   employment (including, for purposes of the
                                   calculation, but subject to Section 3(a) and
                                   (b)(i) if the Executive makes the lump sum
                                   election described therein, any amount of
                                   compensation continued during any
                                   Continuation Period under Section 3); and
                                   "B" equals the aggregate monthly amount
                                   payable to the Executive under the Pension
                                   Plans, such amount to be calculated in
                                   accordance with the provisions of the Pension
                                   Plans.

                           Amounts payable to a survivor of the Executive under
                           the Pension Plans shall be calculated similarly. The
                           Company shall determine in its discretion whether,
                           and to the extent that, any supplemental monthly
                           pension benefit required under this subsection shall
                           be paid through a Pension Plan that is intended to be
                           qualified under Section 401(a) of the Code, or any
                           successor provision thereto, or under a Pension Plan
                           or other arrangement that is not intended to be so
                           qualified. The amount, if any, payable under this
                           subsection will be determined based on the same form
                           of payment (e.g. single life annuity or joint and
                           survivor annuity) that the Executive elects under the
                           Pension Plans. Payment of such amount will begin at
                           the time the Executive (or such survivor) starts to
                           receive monthly benefits under the Pension Plans. If
                           supplemental pension payment begins before the
                           Executive's 62nd birthday, the benefit calculation
                           set forth in "A" above shall not be reduced for early
                           commencement, notwithstanding any reduction provided
                           under the Pension Plans.

                  (ii)     Subject to Section 3(h), if the Executive retires or
                           otherwise resigns from employment with the Company,
                           after the Executive attains age 60, the Executive and
                           his family will remain eligible for retiree medical
                           and life insurance benefits under the applicable
                           plans of the Company, on the same terms and
                           conditions (including without limitation any
                           provisions


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                           concerning payment of premiums, deductibles and
                           co-payments) that apply to retirees of the Company on
                           the Effective Date; provided, however, that such
                           coverage shall be secondary to any benefits the
                           Executive or his family becomes eligible to receive
                           under a comparable program of a subsequent employer.

                  (iii)    Nothing in this Agreement shall be construed to
                           reduce or impair in any way the Executive's rights
                           and benefits under any plans of the Company,
                           including any rights and benefits that he may accrue
                           under such plans after the date hereof and prior to
                           his termination of employment with the Company.

         (k)      Vacation and Perquisites.

                  (i)      The Executive shall be entitled to a minimum of four
                           weeks paid vacation annually and shall also be
                           entitled to receive such perquisites as are generally
                           provided to other senior executives of the Company in
                           accordance with the then current policies and
                           practices of the Company.

                  (ii)     The Company shall reimburse the Executive for all
                           business expenses incurred in the normal course of
                           business.

                  (iii)    The Company shall reimburse the Executive for all
                           legal fees attendant to the review of this Agreement,
                           and shall advance and reimburse the Executive for all
                           legal fees attendant to the enforcement of his rights
                           hereunder; provided that, to the extent that the
                           Company is successful in its defense of a claim by
                           the Executive to enforce rights hereunder, the
                           Executive shall not be entitled to reimbursement and
                           shall repay any amount advanced to him, for the
                           Executive's legal fees attributable to the portion of
                           the claim with respect to which the Company is
                           successful.

         (1)      Individual Performance Award Plan. The Executive shall
                  participate in an individual Performance Award Plan during the
                  first six years of his employment with the Company. The plan
                  allows for grants of Company Shares, or their equivalent in
                  cash, to the Executive when business unit Return on Capital
                  Employed targets are achieved in accordance with the Plan. The
                  maximum number of Shares, or equivalence, that can be awarded
                  under this plan is 18,000. Provisions of the Performance Award
                  Plan are described in detail in a separate document.



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         3.       SEVERANCE BENEFITS UPON TERMINATION. If the Executive's
employment with the Company: (i) is terminated by the Company for any reason
other than for Cause; or (ii) is terminated by the Executive's resignation under
circumstances constituting Good Reason, then, during the Continuation Period
(except for the benefits described in subsection (c), which shall be provided as
described in such subsection), the Executive shall be eligible to receive the
severance benefits described in this Section 3.

         (a)      Base Salary Continuation. The Company will pay the Executive
                  his base salary equivalent, at the rate in effect immediately
                  prior to the Termination Date (or if the Executive has
                  resigned for Good Reason by virtue of the Company having
                  reduced his rate of base salary, at the rate of base salary in
                  effect prior to such reduction) consistent with normal payroll
                  practice The payments following the Termination Date shall be
                  in lieu of any and all severance pay to which the Executive
                  might otherwise be entitled under any plan or program of the
                  Company or any of its Subsidiaries or Affiliates. The
                  Executive may elect that, following a Change of Control, the
                  Executive shall receive such payments (or any remaining
                  payments) in a discounted lump sum (calculated using the
                  Federal short-term rate under Section 1274(d) of the Code
                  prevailing at the time that payment is to be made (as
                  described in the next sentence)). Such election may be made
                  within the first 30 days of this Agreement or within the last
                  30 days of any calendar year during the term of this Agreement
                  and any payment pursuant to such election shall be made on the
                  later of (i) the first day of the calendar year that is at
                  least twelve months after such election; (ii) the date that
                  the Executive becomes entitled to such payment; and (iii) the
                  date of the Change of Control. The Executive's election of a
                  lump sum hereunder shall not affect his rights to receive the
                  other amounts described in this Section 3 for the entire
                  Continuation Period. If the Executive receives such lump sum
                  payment, then for purposes of the pension calculations under
                  Section 2(j) and 3(h), and for purposes of all employee
                  benefits provided by the Company (hereunder or otherwise) that
                  are affected by the compensation or earnings of the Executive,
                  the payments shall nonetheless be deemed to have been received
                  at the time they otherwise would have been payable hereunder
                  if the Executive had not elected the lump sum.

         (b)      Incentive Compensation.

                  (i)      The Executive will be eligible for an equivalent MIP
                           award reflecting business and personal performance at
                           target level; such award will be paid to the
                           Executive in accordance with the Company's normal
                           payment practices for the MIP at the time payments
                           under the MIP are made to other executives of the
                           Company. The Executive's equivalent MIP award for any
                           partial calendar year at the end of the Continuation
                           Period will be prorated based on a fraction, the
                           numerator of which is the number of


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                           days in such calendar year up to and including the
                           last day of the Continuation Period, and the
                           denominator of which is 365. If the Executive has
                           elected a discounted lump sum payment as described in
                           subsection (a), then the payments provided in this
                           subsection (b)(i) shall also be paid in a discounted
                           lump sum, which shall be calculated and paid as (and
                           have the impact on employee benefits) described in
                           subsection (a).

                  (ii)     The Executive will be fully vested in any awards that
                           were made to him under any Company Equity Plan prior
                           to the Termination Date to the extent that the
                           vesting of such awards was conditioned upon continued
                           service; provided that, the term of such awards shall
                           be determined in accordance with the provisions of
                           the applicable Company Equity Plan.

                  Except for the payments and other benefits provided in this
                  subsection (b), the Executive shall have no right to any other
                  payment or benefit under the MIP, the Company Equity Plan or
                  any other annual or long-term incentive plan of the Company.
                  Without limiting the generality of the preceding sentence,
                  this Agreement shall not confer any right on the Executive
                  following the Termination Date to be granted any further
                  awards under any Company Equity Plan or any subsequent
                  long-term incentive plan.

         (c)      Health and Welfare Benefit. The Executive will be considered
                  to have attained the greater of his actual age or age 55 for
                  purposes of qualifying for retiree benefits provided by the
                  Company. In lieu of any benefit described under Section
                  2(j)(ii), until the later of the end of the Continuation
                  Period or the date the Executive attains age 55 (at which time
                  the Executive shall be eligible for retiree benefits), the
                  Executive and his family will remain eligible for medical,
                  life insurance and dental benefits under the applicable plans
                  of the Company, on the same terms and conditions (including
                  without limitation any provisions concerning payment of
                  premiums, deductibles and co-payments) that apply to employees
                  of the Company; provided, however, that such coverage shall be
                  secondary to any benefits the Executive or his family becomes
                  eligible to receive under a comparable program of a subsequent
                  employer. For the Continuation Period, the Executive shall be
                  eligible to participate (or continue to participate) in the
                  Company's other insurance and welfare programs which are
                  generally available to senior executives of the Company. If
                  any of the coverage described in this subsection (c) is
                  ordinarily provided on a self-insured basis but would be
                  taxable to the Executive on that basis, such coverage shall be
                  provided on an insured basis at the Company's expense.

         (d)      Company Car. Title to the automobile made available to the
                  Executive immediately prior to the Termination Date will be
                  transferred to him at no additional cost as of the Termination
                  Date; provided however, that the Executive


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                  will be responsible for all additional costs for the vehicle
                  over and above the Company's category cost for vehicles at his
                  executive level, and all income taxes, transfer taxes and
                  similar governmental charges regarding the transfer and new
                  registration of the vehicle

         (e)      OUTPLACEMENT SERVICES. The Executive will be eligible for
                  senior executive level Outplacement counseling with an
                  outplacement service selected and paid for by the Company
                  which outplacement service is reasonably acceptable to the
                  Executive.

         (f)      CAPITAL ACCUMULATION PLAN MAKE-UP. Following the Termination
                  Date, the Executive will be ineligible to participate in the
                  Company's Capital Accumulation Plan (the "CAP"). The Company
                  will pay the Executive the amounts it would have contributed
                  on his behalf to the CAP as matching contributions and/or
                  discretionary Company profit-sharing contributions during the
                  Continuation Period, assuming the Executive had elected to
                  participate in the CAP at the maximum level permitted
                  thereunder. All such payments will be made on an after-tax
                  basis. Subject to the last sentence of Section 3(a), payment
                  of matching contribution equivalents will be paid at
                  approximately the same time as the base salary equivalent
                  payments. Discretionary profit-sharing contribution
                  equivalents will be made at approximately the same time as the
                  Company makes such contributions (if any) to the CAP.

         (g)      LIFE INSURANCE AND LONG-TERM DISABILITY. The Executive shall
                  continue to be eligible for life insurance and long-term
                  disability benefits equals to those applicable to him on the
                  Termination Date, subject to the same terms and conditions
                  (including without limitation any provisions concerning
                  payment of premiums) that generally apply to senior executives
                  of the Company.

         (h)      PENSION BENEFITS. In lieu of any benefit otherwise payable
                  under Section 2(j)(i), the Executive (and his survivor) shall
                  be entitled to a supplemental benefit with respect to his
                  benefit under the Pension Plans calculated and payable in the
                  same manner as the benefit provided under Section 2(j)(i)
                  hereof, based on the greater of thirty (30) years of service
                  credit towards the total pension payable under the Pension
                  Plans and the actual years of such service credit that the
                  Executive would have earned if he continued to earn such
                  service credit through the Continuation Period (and including
                  for purposes of either calculation, in the same manner as in
                  Section 2(j)(i), but subject to Section 3(a) and (b)(i) if the
                  Executive makes the lump sum election described therein, any
                  amount of compensation continued during the Continuation
                  Period under this Section), irrespective of his age at the
                  time of his termination of employment. If supplemental pension
                  payment begins before the Executive's 62nd birthday, the
                  benefit calculation set forth in paragraph "A" of Section
                  2(j)(i) will only be reduced for early commencement if payment
                  begins before the Executive's 60th


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                  birthday and will utilize an early commencement reduction
                  factor of 3% per annum, rather than 6%, if such benefit
                  calculation is subject to such a reduction under the Pension
                  Plans.

         (i)      TAX GROSS-UP. If any payment or benefit to or for the benefit
                  of the Executive in connection with a Change of Control
                  (whether pursuant to the terms of this Agreement, or any other
                  plan or arrangement or agreement) is subject to the Excise Tax
                  (as hereinafter defined), the Company shall pay to the
                  Executive a full cash gross-up in an amount equal to (i) the
                  Excise Tax allocable to such payment or benefit; and (ii) any
                  Excise Tax and any state, federal or other income taxes on the
                  amounts described in clause (i) and this clause. For purposes
                  of this Section 3(i), the term "Excise Tax" shall mean the tax
                  imposed by Section 4999 of the Internal Revenue Code of 1986
                  (the "Code") and any similar tax that may hereafter be
                  imposed.

                  The amount of the gross-up payments to the Executive under
                  this Section 3(i) shall be estimated by a nationally
                  recognized firm of certified public accountants, which firm
                  shall not have provided services to the Company or any
                  Affiliate of the Company within the previous twelve months and
                  shall not provide services thereto in the following twelve
                  months, based upon the following assumptions:

                  (i)      all payments and benefits to or for the benefit of
                           the Executive in connection with a Change of Control
                           or termination of the Executive's employment
                           following a Change of Control shall be deemed to be
                           "parachute payments" within the meaning of Section
                           280G(b)(2) of the Code, and all "excess parachute
                           payments" shall be deemed to be subject to the Excise
                           Tax except to the extent that, in the opinion of tax
                           counsel selected by the firm of certified public
                           accountants charged with estimating the gross-up
                           payments to the Executive under this Section 3(i),
                           such payments or benefits are not subject to the
                           Excise Tax; and

                  (ii)     the Executive shall be deemed to pay federal, state
                           and other income taxes at the highest marginal rate
                           of taxation for the applicable calendar year.

                  The estimated amount of the gross-up payments due the
                  Executive pursuant to this Section 3(i) shall be paid to the
                  Executive in a lump sum not later than thirty (30) business
                  days following the effective date of the termination. In the
                  event that the amount of the estimated payment is less than
                  the amount actually due to the Executive under this Section
                  3(i), the amount of any such shortfall shall be paid to the
                  Executive within ten (10) days after the existence of the
                  shortfall is discovered.

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         (j)      No Impairment of Existing Rights. Nothing in this Agreement
                  shall be construed to reduce or impair in any way the
                  Executive's rights and benefits under the Pension Plans,
                  including any rights and benefits that he may accrue under the
                  Pension Plans after the date hereof and prior to his
                  termination of employment with the Company.

         4. DEATH AND DISABILITY. For the purposes of this Agreement the
Executive will be determined to be totally disabled if he is unable to perform
the major duties of his position with the Company, as a result of illness or
injury, for a period of time exceeding 26 consecutive weeks.

         (a)      Death or Disability During Employment. If the Executive dies
                  or becomes totally disabled during his employment with the
                  Company, the Executive or his estate, as the case may be, will
                  be entitled to receive benefits in accordance with the
                  policies of the Company. The individual Performance Award Plan
                  contains separate provisions in the event of the Executive's
                  death or disability.

         (b)      Death or Disability During Continuation Period. If the
                  Executive dies or becomes totally disabled during the
                  Continuation Period, the Executive or his estate, as the case
                  may be, will be entitled to the severance benefits provided
                  for in this Agreement (other than outplacement services), as
                  well as to the standard benefits and insurance payments under
                  the benefits plans of the Company then in effect (determined
                  as though his employment with the Company had terminated by
                  virtue of death or total disability).

         5.       CERTAIN COVENANTS.

         (a)      Covenant Not To Compete. The Executive agrees that during the
                  period of his employment with the Company and continuing
                  through the Covenant Period:

                  (i)      he will not engage in any executive-level activities,
                           whether as employee, agent proprietor, owner,
                           partner, contractor, stockholder (other than the
                           holder of less than 5% of the stock of a corporation
                           the securities of which are traded on a national
                           securities exchange or in the over-the-counter
                           market), director or otherwise, in competition with
                           the businesses conducted by the Company and its
                           Subsidiaries on the date hereof or in which they are
                           substantially engaged at any time during the Covenant
                           Period; and

                  (ii)     he will not solicit, in competition with the Company
                           or any of its Subsidiaries, any person who is a
                           customer of the businesses conducted by the Company
                           or any of its Subsidiaries at the date hereof or any
                           businesses in which the Company or any of its
                           Subsidiaries are substantially engaged at any time
                           during the Covenant Period.



                                      -12-


<PAGE>   13


         (b)      Territorial Reach. The covenants contained in clauses (i) and
                  (ii) of subsection (a) of this Section 5 shall apply within
                  the territories in which the Company or any of its
                  Subsidiaries are actively engaged in the conduct of the
                  businesses described in such covenants at the relevant time,
                  including, without limitation, the territory in which
                  customers are then solicited.

         (c)      Covenant Not To Induce Termination of Employment. The
                  Executive agrees that during the Covenant Period he will not,
                  without the prior written consent of the Company (which
                  consent may be withheld by the Company at its sole
                  discretion), induce or attempt to persuade any employee of the
                  Company or any of its Subsidiaries to terminate his or her
                  employment relationship in order to enter into any other
                  employment, whether or not such other employment is
                  competitive with the Company or any of its Subsidiaries.

         (d)      Covenant Not To Disclose Confidential Information. The
                  Executive agrees that he will not, at any time during the
                  Covenant Period or thereafter, make use, for his own benefit
                  or the benefit of any other person or entity, of Confidential
                  Information of any kind or character, nor divulge Confidential
                  Information except to the extent the Chairman and Chief
                  Executive Officer of the Company' or the Board may so
                  authorize in writing, and that within ten days of the
                  Termination Date the Executive will surrender to the Company
                  all records, in whatever form maintained (including without
                  limitation records maintained as computer files) and other
                  documents and materials obtained by the Executive or entrusted
                  to him during the course of his employment by the Company or
                  any of its Subsidiaries or Affiliates (together with all
                  copies thereof) which related to any such Confidential
                  Information. Nothing set forth in this subsection (d),
                  however, shall be interpreted to prohibit the Executive from
                  disclosing any such information as may be required by law,
                  including pursuant to any court or government decree or
                  subpoena, or from disclosing or using information generally
                  known by people of his expertise and position in the industry.

         (e)      Remedies. Without limiting the right of the Company to pursue
                  all other legal and equitable remedies available for violation
                  by the Executive of the covenants contained in this Section,
                  it is expressly agreed that if the Executive materially
                  breaches the covenants set forth in this Section and fails to
                  cure such breach to the reasonable satisfaction of the Company
                  within 30 days after written notice thereof, the Company will
                  have no further obligation to pay or provide any of the
                  severance benefits described in Section 3(a) or (b) above. In
                  addition, the Executive acknowledges that a breach of any of
                  the covenants set forth in this Section may result in material
                  irreparable injury to the Company for which there is no
                  adequate remedy at law, that it will not be possible to
                  measure



                                      -13-



<PAGE>   14


                  damages for such injuries precisely and that, in the event of
                  such a breach or threat thereof, the Company shall be
                  entitled, in addition to any other rights or remedies it may
                  have (including without limitation the remedy provided in the
                  preceding sentence), to obtain a temporary restraining order
                  and a preliminary or permanent injunction enjoining or
                  restraining the Executive from engaging in activities
                  prohibited by this Section or requiring his compliance with
                  the affirmative obligations provided for herein.

         (f)      Enforceability. It is the intent and understanding of each
                  party hereto that if in any action before any court or agency
                  legally empowered to enforce the covenants contained in this
                  Section any term, restriction, covenant or promise contained
                  herein is found to be unreasonable and accordingly
                  unenforceable, then such term, restriction, covenant or
                  promise shall be deemed modified to the extent necessary to
                  make it enforceable by such court or agency.

         (g)      Application to Pechiney. Notwithstanding any provision in this
                  Agreement to the contrary, the restrictions described in
                  subsections (a) - (c) of this Section shall only limit the
                  Executive's activities with respect to Pechiney and its
                  employees, if Pechiney announces, following appropriate action
                  of its Board of Directors, that it has abandoned plans to
                  dispose of the operations of the Company.

         6.       NO UNFAVORABLE COMMENTS. The Company agrees to refrain from
making now or any time in the future any comment reflecting unfavorably upon the
Executive to the press, any individual or entity with whom the Executive has a
business relationship or any individual or entity making an inquiry as to the
Executive's employment relationship with the Company, except to the extent that
any such comment may relate to circumstances underlying a termination of the
Executive's employment for Cause. The Executive agrees to refrain from making
now or at any time in the future any comment reflecting unfavorably upon any
member of the Pechiney Group (including the Company) or any current or former
directors, officers or employees of any member of the Pechiney Group to the
press, any employees of any member of the Pechiney Group or any individual or
entity with whom any member of the Pechiney Group has a business relationship,
except to the extent that any such comment may relate to circumstances
underlying a termination of the Executive's employment for Good Reason.

         7.       FULL SATISFACTION; RELEASE. The Executive agrees that the
payments and other benefits to be provided pursuant to this Agreement shall be
in full satisfaction of any and all claims for payment or any other benefits
that he may have against the Company or any of its Subsidiaries or Affiliates
arising out of (i) his employment with the Company or his status as an executive
of the Company or any of the Company's Subsidiaries, Affiliates or divisions, or
(ii) the termination of such employment and status; excluding (A) claims that
arise out of an asserted breach of this Agreement and (B) claims for
indemnification the Executive may now or in the future have under any bylaw,
agreement or otherwise. In addition, in consideration of



                                      -14-


<PAGE>   15


the agreements set forth herein, the Company, on the one hand, and the
Executive, on the other hand, release and waive all claims, causes of action or
the like arising on or before the date hereof, regardless of whether or not
known at present (including, without limitation, any claims arising under the
Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act
of 1964 as amended by the Civil Rights Act of 1991, the Equal Pay Act of 1962,
the Americans with Disabilities Act of 1990, or any other federal, state or
local statute or ordinance; but excluding, in the case of both the Company and
the Executive, any claims that arise out of an asserted breach of the terms of
this Agreement), that either has or may have in the future against the other
and, in the case of the Company, their respective successors, shareholders,
directors, officers, agents and employees, regarding all matters relating to the
Executive's service as an employee of the Company or any of its Subsidiaries,
Affiliates or divisions, and to the termination of such relationships,
including, without limitation, all claims related to the payment of compensation
and benefits and all claims arising under any Federal or state statute or
regulation. The Executive and the Company shall execute as of the Termination
Date any further documents as may reasonably be requested by the other in order
to evidence and give effect to the provisions of this Section.

         8. SOURCE OF PAYMENTS. All payments provided under this
Agreement, other than payments made pursuant to a benefit plan which may provide
otherwise, shall be paid in cash from the general funds of the Company, and no
special or separate fund shall be established, and no other segregation of
assets made, to assure payment. The Executive shall have no right, title or
interest whatever in or to any investments which the Company may make to aid the
Company in meeting its obligations hereunder. Nothing contained in this
Agreement, and no action taken pursuant to its provisions, shall create or be
construed to create, a trust of any kind, or a fiduciary relationship, between
the Company and the Executive or any other person. To the extent that any person
acquires a right to receive payments from the Company hereunder, such right
shall be no greater than the right of an unsecured creditor of the Company.

         9.       FUTURE COOPERATION. The Executive agrees that following
termination of his employment with the Company he will make himself available to
assist with or consult in transition matters or any then pending or future
governmental or regulatory investigation, civil or administrative proceeding or
arbitration related to the Executive's duties while employed by the Company,
subject to the Executive's other personal and business commitments. The Company
will promptly pay the Executive, at the rate of $1,500 for each day or portion
thereof for which the Executive so assists or consults, and reimburse the
Executive for all reasonable costs and expenses, including attorneys' fees,
incurred by the Executive in connection with any such activities, proceedings or
arbitration.

         10.      TAX WITHHOLDING. All amounts payable to the Executive pursuant
to this Agreement shall be subject to all legal requirements with respect to the
withholding of taxes including FICA.


                                      -15-


<PAGE>   16


         11.      MISCELLANEOUS

         (a)      Entire Agreement; Condition; Amendments. This Agreement sets
                  forth the entire understanding of the parties hereto with
                  respect to the subject matter hereof and cannot be amended or
                  modified except by a writing signed by all such parties. If
                  Pechiney announces, following appropriate action of its Board
                  of Directors, that it has abandoned plans to dispose of the
                  operations of the Company, this Agreement shall continue to be
                  in force and effect and shall govern the employment
                  relationship between the Executive and the Company. The waiver
                  by either party of compliance with any provision of this
                  Agreement by the other party shall not operate or be construed
                  as a waiver of any other provision of this Agreement or of any
                  subsequent breach by such party of a provision of this
                  Agreement.

         (b)      Assignment and Delegation. Neither this Agreement nor any
                  right, duty or obligation hereunder shall be assignable or
                  delegable by the Executive. This Agreement and all the
                  Company's rights, duties and obligations hereunder may be
                  assigned by the Company to any person or entity that succeeds
                  to the interest of the Company (regardless of whether such
                  succession does or does not occur by operation of law) by
                  reason of the sale of all or a portion of the Company's stock,
                  a merger, consolidation or reorganization involving the
                  Company, or, unless the Company otherwise elects in writing, a
                  sale of the assets of the business of the Company (or a
                  portion thereof) in which the Executive performs, or will
                  perform, a majority of his services. Upon any such
                  assignment, delegation or transfer, any such business entity
                  shall be deemed to be substituted for all purposes as the
                  Company hereunder, and the Company shall cause such successor
                  expressly to assume such obligations. Notwithstanding the
                  foregoing, (i) no assignment, delegation or transfer by the
                  Company shall relieve the Company of its obligations under
                  this Agreement; and (ii) nothing in this subsection shall
                  affect the definition of "Change of Control," or the rights
                  that the Executive accrues in connection with a Change of
                  Control, even if the Company assigns, transfers or delegates
                  (or may do so) its rights, duties or obligations in connection
                  therewith.

         (c)      Counterparts. This Agreement may be executed in one or more
                  counterparts, each of which shall be deemed to be an original,
                  but all such counterparts shall together constitute one and
                  the same instrument.

         (d)      Headings. The headings of the Sections of this Agreement are
                  included solely for convenience of reference and shall not be
                  construed or interpreted in any way as affecting the meaning
                  of such Sections.



                                      -16-


<PAGE>   17


         (e)      Governing Law. This Agreement is governed by, and construed
                  and interpreted in accordance with, the internal laws of the
                  State of Illinois without giving effect to the choice of law
                  provisions thereof. Any dispute under this Agreement shall be
                  adjudicated by a court of competent jurisdiction in the State
                  of Illinois.

         (f)      Indemnification. The Company will indemnify the Executive to
                  the fullest extent permitted by the laws of the state of
                  incorporation in effect at that time, or certificate of
                  incorporation and bylaws of the Company whichever affords the
                  greater protection to the Executive. The foregoing
                  indemnification shall continue to apply following the
                  Termination Date for acts or omissions by the Executive while
                  an employee of the Company. To the extent that the Company
                  maintains insurance providing coverage to its officers or
                  former officers within the scope of the foregoing, such
                  insurance shall cover the Executive.

         (g)      Survivorship. The provisions of this Agreement necessary to
                  carry out the intention of the parties as expressed herein
                  shall survive the termination or expiration of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this 28th day of May, 1999.


                                            AMERICAN NATIONAL CAN COMPANY

                                            By: /s/ JEAN-PIERRE RODIER
                                                --------------------------------
                                                     Jean-Pierre Rodier
                                                     Chairman of the Board

                                            AMERICAN NATIONAL CAN GROUP, INC.

                                            By: /s/ JEAN-PIERRE RODIER
                                                --------------------------------
                                                     Jean-Pierre Rodier
                                                     Chairman of the Board


                                            EXECUTIVE

                                                   /s/ CURTIS J. CLAWSON
                                            ------------------------------------
                                                     Curtis J. Clawson



                                      -17-