<PAGE>

                          FIRST AMENDMENT TO EMPLOYMENT
                    AND CHANGE-IN-CONTROL SEVERANCE AGREEMENT

         First Amendment (the "Amendment"), dated April 16, 2001, to that
certain Employment and Change-In-Control Severance Agreement (the "Agreement")
dated as of December 11, 2000, by and between Russell-Stanley Holdings, Inc., a
Delaware corporation (the "Company"), Daniel W. Miller (the "Executive") and,
for the purpose of acting as a guarantor of the Company, Russell-Stanley Corp.,
a New Jersey Corporation (the "Corporation").

         WHEREAS, certain obligations of the Company and the Corporation were
guaranteed by Hunter Drums Limited, an Ontario corporation ("HDL"), which joins
this Amendment for purposes of providing for its guarantee to apply to the
Agreement as amended hereby; and

         WHEREAS, the undersigned are parties to the Agreement, which provides,
in Section 4.2, for a Performance Bonus and/or Target Performance Bonus; and

         WHEREAS, such bonus is to be payable annually while the Agreement is in
effect, and the reference in Section 4.2 to the Company's 2001 fiscal year is
potentially ambiguous; and

         WHEREAS, the parties to the Agreement wish to clarify their intent.

         NOW, THEREFORE, in consideration of the foregoing, the parties agree
as follows:

         1. The phrase in Section 4.2 of the Agreement reading "payable pursuant
to the Company's annual incentive plan and in respect of the Company's 2001
fiscal year" is amended to read: "payable pursuant to the Company's annual
incentive plan in respect of the Company's applicable fiscal year while this
Agreement is in effect".

         2. The following sentence is hereby added to Section 4.2 of the
Agreement: Under no circumstances will the Executive's Salary Percentage for
purposes of the Company's Management Incentive Plan be less than the percentage
set forth in this Section 4.2 with respect to his Performance Bonus computation.

         3. Section 5.5 of the Agreement is deleted in its entirety and replaced
as follows:

<PAGE>

            5.5. LTIP TARGET AWARD. For purposes of this Agreement, "LTIP
            Target Award" shall mean a bonus payable to the Executive upon
            the Company's achievement of certain performance targets in
            respect of (a) the Company's fiscal years 2001 and 2002, in an
            amount equal to $300,000, and in each two-year LTIP
            performance period thereafter during which the Executive
            remains employed by the Company, in an amount no less than
            such amount. In the event that a subsequent LTIP is based upon
            a time period other than two (2) years, such amount shall be
            no less than $150,000 per annum.

         4. Exhibit B of the Agreement is hereby deleted in its entirety and
replaced as follows:



                                    EXHIBIT B

                 SUPER PERFORMANCE TARGETS AND SUPER PERFORMANCE

                                  BONUS PAYOUT

<TABLE>
<CAPTION>
EBITDA-CONTAINER           % OF INCREMENTAL   $ AMOUNT ADDED   CUMULATIVE BONUS
PURCHASE ("CP") TARGETS    EBITDA-CP ADDED     TO BONUS POOL       POOL AMOUNT
-----------------------    ----------------   --------------   ----------------
   (000'S OMITTED)
<S>                        <C>                <C>              <C>
 $21,500  -- $22,000            20%             $100,000               $100,000
  22,001  --  23,000            20%              200,000                300,000
  23,001  --  24,000            30%              300,000                600,000
  24,001  --  25,000            40%              400,000              1,000,000
</TABLE>

         *Plus 10% of EBITDA-CP above $25 million.

         5. HDL joins in this Amendment to ratify its guarantee and to affirm
that such guarantee applies to the Agreement as amended hereby.


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<PAGE>

         6. Except as set forth herein, the Agreement remains in full force and
effect.

         IN WITNESS WHEREOF, this First Amendment has been executed as of the
date first written above.

                                    RUSSELL-STANLEY HOLDINGS, INC.

                                    By:____________________________________
                                    Name:__________________________________
                                    Title:_________________________________



                                    _______________________________________
                                    Daniel W. Miller


                                    RUSSELL-STANLEY CORP.

                                    By:____________________________________
                                    Name:__________________________________
                                    Title:_________________________________


                                    HUNTER DRUMS LIMITED

                                    By:____________________________________
                                    Name:__________________________________
                                    Title:_________________________________


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