RETIREMENT AGREEMENT

                  THIS  RETIREMENT  AGREEMENT   (the "Agreement")  is  made  and
entered into this 4th day of January, 2001, by and between William J. Avery (the
"Executive") and Crown Cork & Seal Company, Inc. (the "Company").  The Executive
and the Company are referred to herein as the "Parties."

                                   BACKGROUND

                  WHEREAS, the Executive is currently employed by the Company as
Chairman of the Board and Chief Executive  Officer ("CEO") pursuant to the terms
of an  employment  agreement  between  the  Parties  dated  January 3, 2000 (the
"Employment Contract").

                  WHEREAS,  the  Executive  desires  to   (i) step down from his
position  as CEO of the  Company  effective  January 5, 2001,  (ii) retire as an
employee, officer, director and Chairman of the Board of the Company on February
22, 2001 (the  "Retirement  Date"),  and (iii) not stand for  re-election to the
Board of  Directors  of the  Company at the  Company's  2001  annual  meeting of
shareholders to be held April 26, 2001.

                  WHEREAS,  the  Parties  desire  to  terminate  the  Employment
Contract and enter into this Agreement to reflect the  transition  arrangements,
compensation and other benefits to which Executive will be entitled by reason of
his retirement and other agreements between the parties.

                  NOW THEREFORE,  in  consideration  of the  premises and mutual
covenants contained herein, and intending to be legally bound hereby the Parties
agree as follows:
                                      TERMS

      1.          Definitions.   As used in this Agreement, the following  terms
                  -----------
shall have the meaning set forth below:

                  1.1. "Affiliate" shall mean any business in which the  Company
owns a direct or indirect 25 percent equity interest.

                  1.2. "Board" shall mean the Board of Directors of the Company.

                  1.3. "Change  in  Control"  shall  mean  any  of the following
events:

                  (a) a "person" (as such term is used in Sections 13(d) and
14(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
other than a trustee or other  fiduciary  holding  securities  under an employee
benefit plan of the Company or a corporation owned,  directly or indirectly,  by
the stockholders of the Company in  substantially  the same proportions as their
ownership  of stock of the  Company,  is or becomes the  "beneficial  owner" (as
defined in Rule 13d-3  under the  Exchange  Act),  directly  or  indirectly,  of
securities of the Company representing twenty-five (25%) or more of the combined
voting power of the Company's then outstanding securities; or


<PAGE>

                  (b) during any  period of  two consecutive  years, individuals
who at the  beginning of such period  constitute  the Board and any new director
(other than a director  designated by a person who has entered into an agreement
with the Company to effect a transaction  described in Section  1.3(a),  Section
1.3(c) or Section  1.3(d)  hereof) whose election by the Board or nomination for
election  by the  Company's  stockholders  was  approved  by a vote of at  least
two-thirds  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 a majority  thereof;
or

                  (c) the  Company   merges  or  consolidates  with   any  other
corporation,  other than in a merger or  consolidation  that would result in the
voting  securities  of  the  Company   outstanding   immediately  prior  thereto
continuing to represent  (either by remaining  outstanding or by being converted
into voting  securities of the surviving entity) at least  seventy-five  percent
(75%) of the combined  voting power of the voting  securities  of the Company or
such   surviving   entity   outstanding   immediately   after  such   merger  or
consolidation; or

                  (d) the stockholders of the Company approve a plan of complete
liquidation of the Company or the Company sells or otherwise  disposes of all or
substantially  all of the  Company's  assets  (it  being  understood,  that  any
internal  reorganization  or  the  creation  of  a  holding  company  shall  not
constitute such a liquidation or disposition).

                  1.4. "Code" shall mean the  Internal Revenue  Code of 1986, as
amended.

      2.          Retirement.  The Executive hereby resigns, effective as of the
                  ----------
close of  business  on January 5, 2001,  as CEO of the  Company.  The  Executive
hereby  agrees  that he will  not  stand  for  re-election  to the  Board at the
Company's  2001 annual  meeting of  shareholders.  Effective  as of the close of
business on the Retirement  Date,  the Executive  hereby retires as an employee,
officer, director and Chairman of the Board of the Company and its Affiliates.

      3.          Transition and Consulting Services.
                  ----------------------------------

                  (a) From  the  date  of  this  Agreement  until  the  close of
business on January 5, 2001, the Executive  shall continue to render services to
the Company in accordance with the terms of the Employment  Contract.  Effective
January 6, 2001,  the terms of the  Employment  Contract  hereby are  amended to
provide that the Executive shall be employed solely as the Company's Chairman of
the Board.  Effective  January 6, 2001,  the  Executive  shall have the  duties,
authorities  and  responsibility  customary  for the position of Chairman of the
Board and shall provide such other services as are  reasonably  requested by the
Board and  consistent  with such position.  Such services  shall include,  among
other things, assuring an orderly transition to Executive's successor. Except as
otherwise specifically provided in this Agreement, including Section 3(b) below,
the Employment  Contract is in all other respects ratified and affirmed.  Should
the Executive's  employment  with the Company  terminate for any reason prior to
the Retirement  Date, the rights and  obligations of the Parties shall be as set
forth in the Employment Contract and this Agreement shall become null and void.


                                     - 2 -


<PAGE>

                  (b) Effective  upon  the  close of  business on the Retirement
Date,  the  Employment  Contract  shall  become null and void and all rights and
obligations of either Party under the Employment Contract shall cease.

                  (c) Effective  upon the  day  after the  Retirement  Date, the
Parties shall enter into a consulting  agreement in the form attached  hereto as
Exhibit A (the  "Consulting  Agreement")  under which the Executive will provide
the Company  advice on issues  pertaining  to the business or  operations of the
Company and its affiliates.

      4.          Payments and Benefits.
                  ---------------------

                  (a) The  Executive shall  continue to receive his regular base
salary and  continue to  participate  in all benefit  plans and  programs of the
Company,  including vacation and the Company's Senior Executive  Retirement Plan
(the "SERP") through the Retirement  Date. The Executive shall receive any bonus
or incentive payments under the Company's  Management Incentive Plan (the "MIP")
to which he is entitled for the Company's  2000 fiscal year,  when normally paid
under the MIP, but not for any period after the Company's 2000 fiscal year.

                  (b) Within  ten  (10)  days following the Retirement Date, the
Company shall pay to the  Executive a cash lump sum of  $3,210,200  plus accrued
vacation pay of $163,600.  This lump sum payment shall be in lieu of any and all
severance or  termination  pay to which the  Executive  is  otherwise  entitled,
including  but  not  limited  to any  payment  due to the  Executive  under  the
Employment Contract.

                  (c) Following the Retirement Date, the Executive shall receive
all the  benefits  he is  entitled  to under  the  SERP,  the  Company  Salaried
Retirement  Plan,  the Company  401(k)  Retirement  Savings Plan and the Company
Excess  Benefit Plan, or any successor  thereto,  all of which are to be paid in
the normal course.  However,  for purposes of determining his benefits under the
SERP,  effective  upon the Retirement  Date,  the Executive  shall be treated as
having attained the age of 61.

                  (d) Following  the  Retirement  Date,  the  Executive and  his
eligible  dependents shall be covered by the Company Indemnity Medical,  Dental,
Vision Care and Prescription Drug Plans for Certain Designated Senior Executives
as such plans may be in effect from time to time.

                  (e) During the term of the Consulting Agreement, the Executive
shall be entitled to retain the Company automobile currently provided to him and
the Company shall pay the related expenses thereof consistent with the Company's
automobile  policy.  At the end of the  term of the  Consulting  Agreement,  the
Company shall transfer such automobile to the Executive, for which the Executive
shall pay the then book value. The Executive shall be entitled to retain and the
Company  shall  transfer to the  Executive  without  charge to the Executive his
notebook computer and selected office furniture as agreed to by the Board.


                                     - 3 -

<PAGE>

      5.          Company Stock Options.
                  ---------------------
The  Executive  has  previously  been granted  certain  stock  options under the
Company's 1990 Stock-Based Incentive  Compensation Plan (the "1990 Option Plan")
and the 1997 Stock-Based  Incentive  Compensation Plan (the "1997 Option Plan").
Effective January 4, 2001, the Company shall cause the Executive to be granted a
non-qualified  stock option under the 1997 Option Plan to purchase an additional
250,000  shares of the  Company's  common stock which (i) shall have an exercise
price equal to the fair market value of the Company's common stock on such date,
(ii) shall be exercisable  for five years and (iii) shall be transferable to the
Executive's  estate.  Effective on the Retirement  Date, the Company shall cause
119,500  non-qualified  options  granted to the Executive  under the 1990 Option
Plan and 115,000  non-qualified  options granted to the Executive under the 1997
Option  Plan,  both grants  which  occurred on January 4, 2000,  to become fully
vested.  Such 234,500 options shall be entitled to the benefit of the provisions
adopted July,  1999 extending the period for exercise of options held by retired
executive officers.

      6.          Additional Payment by the Company.
                  ---------------------------------

                  (a) In the event of a Change in Control prior to July 1, 2002,
and provided that the Executive has complied with Section 15 hereof, the Company
shall pay to the Executive,  within ten (10) days after the Change in Control, a
cash lump sum of $1,555,500.

                  (b) In  the  event  that  the  Executive  becomes entitled  to
severance  benefits or any other  payment or benefit  under this  Agreement,  or
under any other  agreement  with or plan of the Company (in the  aggregate,  the
"Total Payments"),  if any of the Total Payments will be subject to the tax (the
"Excise  Tax")  imposed by Section 4999 of the Code (or any similar tax that may
hereafter  be  imposed),  the  Company  shall  pay to the  Executive  in cash an
additional amount (the "Gross-Up  Payment") such that the net amount retained by
the Executive  after deduction of any Excise Tax upon the Total Payments and any
Federal,  state and local  income tax and Excise Tax upon the  Gross-Up  Payment
provided  for by this Section  6(b) shall be equal to the Total  Payments.  Such
payments  shall be made by the  Company to the  Executive  as soon as  practical
following the payment of the severance benefits or other payment or benefit that
entitles the  Executive to the Gross-Up  Payment,  but in no event beyond thirty
(30) days from such date. For purposes of  determining  whether any of the Total
Payments  will be subject to the Excise Tax and the  amounts of such Excise Tax:
(a) any other  payments or benefits  received or to be received by the Executive
in  connection  with a Change  in  Control  of the  Company  or the  Executive's
termination  of employment  (whether  pursuant to the terms of this Agreement or
any other plan,  arrangement,  or agreement with the Company, or with any person
(which  shall have the  meaning set forth in Section  3(a)(9) of the  Securities
Exchange Act of 1934,  including a "group" as defined in Section 13(d)  therein)
whose  actions  result in a Change  in  Control  of the  Company  or any  person
affiliated  with the  Company or such  persons)  shall be treated as  "parachute
payments" within the meaning of Section  280G(b)(2) of the Code, and all "excess
parachute payments" within the meaning of 280G(b)(1) shall be treated as subject
to the  Excise  Tax,  unless in the  opinion  of the  Company's  tax  counsel as
supported by the Company's independent auditors and reasonably acceptable to the
Executive,  such  other  payments  or  benefits  (in  whole  or in  part) do not
constitute  parachute  payments,  or unless such excess  parachute  payments (in
whole or in part) do not constitute  parachute  payments,  or unless such excess


                                     - 4 -

<PAGE>

parachute payments (in whole or in part) represent  reasonable  compensation for
services actually rendered within the meaning of Section  280G(b)(4) of the Code
in excess of the base  amount  within the meaning of Section  280G(b)(3)  of the
Code,  or are  otherwise  not subject to the Excise  Tax;  (b) the amount of the
Total  Payments  which  shall be  treated  as subject to the Excise Tax shall be
equal to the lesser of: (i) the total  amount of the Total  Payments or (ii) the
amount of excess  parachute  payments  within the meaning of Section  280G(b)(1)
(after applying clause (a) above);  and (c) the value of any noncash benefits or
any deferred payment or benefit shall be determined by the Company's independent
auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the
Code.  For  purposes of  determining  the amount of the  Gross-Up  Payment,  the
Executive  shall be deemed to pay Federal  income taxes at the highest  marginal
rate of taxation in the state and locality of the  Executive's  residence on the
date of the Gross-Up  Payment,  net of the maximum  reduction in Federal  income
taxes which could be obtained from deduction of such state and local taxes.  All
determinations  required to be made under this  Section  6(b) shall be made by a
nationally   recognized   accounting  firm  (the  "Accounting   Firm")  mutually
acceptable to the parties, which shall provide detailed supporting  calculations
both to the Company and the Executive.  Any such determination by the Accounting
Firm shall be binding upon the Company and the Executive.

      7.          Release of the Company.
                  ----------------------
The  Executive  releases,  and  forever  discharges  the Company and each of its
Affiliates,  and all of their  respective  past,  present,  and future officers,
directors,  shareholders,  partners,  employees, agents, and insurers, acting in
any capacity  whatsoever,  and all of their  respective  successors and assigns,
heirs, executors, and administrators, and all other persons or entities who/that
might be  claimed  to be  jointly or  severally  liable  with them  (hereinafter
collectively  referred  to as "the  Released  Parties")  of and from all claims,
causes of action,  suits, charges,  debts, dues, sums of money,  attorney's fees
and costs, accounts, bills, covenants, contracts,  agreements,  expenses, wages,
compensation,  benefits,  promises,  damages,  judgments,  rights,  demands,  or
otherwise (hereinafter collectively referred to as "Claims"),  known or unknown,
accrued or unaccrued,  contingent or non-contingent,  in equity or in law, which
the  Executive  has or hereafter  may have,  or which his heirs,  executors,  or
administrators may have, by reason of any matter, cause or thing whatsoever from
the beginning of time through the date of this Agreement. This release includes,
but is not  limited  to, all Claims in any way  arising  from,  relating  to, or
concerning the Executive's  engagement by,  employment with, and the termination
of his  employment  from the Company and other  Released  Parties.  This release
further  includes,  but is not limited to, all Claims for  discrimination  based
upon  age,  sex,  race,  disability,  national  origin,  religion,  or any other
protected  characteristic  including without limitation all Claims arising under
Title VII of the Civil Rights Act of 1964, the Age  Discrimination in Employment
Act,  the  Americans  With  Disabilities  Act, the  Employee  Retirement  Income
Security  Act of 1974,  the  Pennsylvania  Human  Relations  Act,  and all other
federal, state, and local employment discrimination statutes, and all Claims for
breach of contract or for the  commission of any torts.  The  Executive  further
covenants  that he will bring no Claims that he has  released in this  Agreement
and  that,  should he do so,  he  agrees  to pay the  attorney's  fees and costs
incurred by the Released Parties in defending those claims found to be barred by
the release.


                                     - 5 -

<PAGE>


      8.          Executive Acknowledgment.
                  ------------------------
The  Executive  acknowledges  that  he is  signing  this  Agreement  freely  and
voluntarily, and without reliance on any promise not expressly contained herein.
The Executive  further  acknowledges that he has been advised to consult with an
attorney prior to signing this  Agreement,  that he is entitled to consider this
Agreement for a period of twenty one (21) days from the date he received it, and
that  he has an  additional  seven  (7) day  period  following  the  date of his
signature  to revoke  this  Agreement,  which  shall  not  become  effective  or
enforceable until the revocation period has expired.

      9.          Release of Executive.
                  --------------------
Except with respect to a note of the Executive  dated  September 29, 1998 in the
principal sum of $2,650,000,  the Company,  and each of its Affiliates and their
respective  predecessors,  successors  and assigns  hereby  releases and forever
discharges  Executive  and  his  heirs,  executors,   administrators,   personal
representative,  successors  and  assigns  from and  against any and all claims,
demands,  damages,  actions,  causes of action, costs and expenses,  of whatever
kind or nature,  in law,  equity or otherwise,  which the Company or any of said
entities now has, may ever have had or may have  hereafter  upon or by reason of
any matter,  cause or thing  occurring,  done or omitted to be done prior to the
date of this Agreement  relating to or arising out of the Executive's  status as
an officer,  director or employee of the Company or any of said  entities or the
termination of that status; provided, however, that this release shall not apply
to any claims  the  Company or any of said  entities  or parties  may have which
arise out of or relate to the  conviction of the Executive for the commission of
a  felony  involving  dishonesty  with  respect  to the  Company  or any of said
entities  or  parties  or arise out of any  actions  with  respect  to which the
Company would be precluded from indemnifying  Executive under applicable law. As
of the date of this  Agreement,  the  Company  has no  knowledge  of any  claims
against the Executive  arising out of the events  described  above.

     10.          Release Update.
                  --------------
Prior to the payment of any amount due under  Section  4(b),  the Parties  shall
have entered into a mutual  release  agreement  in the form  attached  hereto as
Exhibit B which shall be  effective  with  respect to all actions and  inactions
occurring, done or omitted to be done on or prior to the Retirement Date.

     11.          Cooperation.
                  -----------
Executive  agrees that he will assist the Company and each of its  Affiliates in
the defense of any claims or potential  claims that may be made or threatened to
be made against the Company or its Affiliates in any action, suit or proceeding,
whether civil, criminal,  administrative or investigative (a "Proceeding"),  and
will assist the Company and each of its  Affiliates  in the  prosecution  of any
claims that may be made by the Company or its Affiliates in any  Proceeding,  to
the extent that such claims may relate to the period of  Executive's  employment
by the  Company.  The  Executive  agrees,  unless  precluded by law, to promptly
inform the Company if the Executive is asked to participate (or otherwise become
involved) in any Proceeding  involving such claims that may be filed against the
Company or any of its Affiliates. The Executive also agrees, unless precluded by
law, to promptly  inform the Company if the  Executive is asked to assist in any
investigation  (whether  governmental or private) of the Company,  or any of its
Affiliates  (or their  actions),  regardless  of whether a lawsuit has then been
filed  against  the  Company  or any of its  Affiliates  with  respect  to  such
investigation.  The Company  agrees to reimburse  the  Executive  for all of the
Executive's  reasonable  out-of-pocket expenses associated with such assistance,
including travel expenses.


                                     - 6 -

<PAGE>


     12.          Indemnification.
                  ---------------

                  (a) The  Company  shall  indemnify the  Executive and hold the
Executive  harmless from and against any claim,  loss or cause of action arising
from or out of the Executive's  performance as an officer,  director or employee
of the Company or any of its Affiliates or in any other capacity,  including any
fiduciary capacity,  in which the Executive served at the request of the Company
to the maximum extent permitted by applicable law and the Company's  Articles of
Incorporation  and  By-Laws,  provided  that in no event  shall  the  protection
afforded  to the  Executive  hereunder  be less  than  that  afforded  under the
Articles  of  Incorporation  and By-Laws or policies of the Company as in effect
immediately prior to the date hereof.

                  (b) The Company agrees to  continue to  cover Executive  under
its directors' and officers'  liability  insurance policy as in effect from time
to time until such time as suits against  Executive  are no longer  permitted by
law.

     13.          Confidential Information.
                  ------------------------
Except  as  required  in the  performance  of his  duties  to the  Company,  the
Executive shall at no time use for himself or others, or disclose to others, any
confidential  information  including without  limitation,  trade secrets,  data,
know-how,  design,  developmental or experimental work,  Company  relationships,
computer  programs,  proprietary  information  bases and  systems,  data  bases,
customer lists, business plans, financial information of or about the Company or
any of its Affiliates,  customers or clients, unless authorized in writing to do
so by the Board, but excluding any information generally available to the public
or  information  which  Executive  possessed  prior to his  employment  with the
Company.  The  Executive  understands  that  this  undertaking  applies  to  the
information  of either a technical  or  commercial  or other nature and that any
information  not  made  available  to the  general  public  is to be  considered
confidential.  The Executive acknowledges that such confidential  information as
is acquired and used by the Company or its Affiliates is a special, valuable and
unique  asset.  All  records,  files,  materials  and  confidential  information
obtained by the Executive in the course of his  employment  with the Company are
confidential  and  proprietary  and shall remain the  exclusive  property of the
Company or its Affiliates, as the case may be.

      14.          Return of Documents and Property.
                   --------------------------------
On or before  the  Retirement  Date,  the  Executive  (or his heirs or  personal
representative)  shall  deliver to the Company (i) all  documents  and materials
containing  confidential  information relating to the business or affairs of the
Company  or any of its  Affiliates,  customers  or  clients  and (ii) all  other
documents,  materials  and  other  property  belonging  to  the  Company  or its
Affiliates, customers or clients that are in the possession or under the control
of the Executive.

                                     - 7 -

<PAGE>



     15.         Noncompetition.
                 --------------
By and in  consideration  of the severance and other  benefits to be provided by
the Company  hereunder,  the Executive agrees,  unless the Executive requests in
writing to the Board,  and is  thereafter  authorized in writing to do so by the
Board,  that for the three (3) year period  following the  Retirement  Date, the
Executive shall not directly or indirectly,  own, manage, operate, join, control
or  participate  in the  ownership,  management,  operation or control of, or be
employed or otherwise connected in any manner with, including without limitation
as a  consultant,  any business  which at any  relevant  time during said period
directly or indirectly competes with the Company or any of its Affiliates in any
country in which the Company does business.  Notwithstanding the foregoing,  the
Executive shall not be prohibited  during the  non-competition  period described
above from  being a passive  investor  where he owns not more than five  percent
(5%) of the issued and outstanding  capital stock of any publicly-held  company.
The Executive  further agrees that during said period,  the Executive shall not,
directly or indirectly,  solicit or induce, or attempt to solicit or induce, any
employee of the Company or its  Affiliates  to terminate  employment or hire any
such employee.  The Executive  agrees that, for a period of three years from the
Retirement  Date,  unless  specifically  invited in writing by the Company,  the
Executive will not, directly or indirectly, (i) effect or seek, offer or propose
(whether  publicly or otherwise) to effect, or cause or participate in or in any
way  knowingly  assist any  person or group to effect or seek,  offer or propose
(whether  publicly or  otherwise)  to effect,  or cause or  participate  in, any
transaction, solicitation of proxies or other action that may result in a Change
in Control of the Company,  (ii) otherwise act, alone or in concert with others,
to seek to control or influence the management, Board or policies of the Company
(provided that transition and other services provided by the Executive  pursuant
to the  Employment  Contract and consulting  services  provided by the Executive
pursuant to the Consulting  Agreement shall not violate this provision) or (iii)
enter into any discussions or arrangements  with any third party with respect to
any of the  foregoing.  The Executive also agrees during such period not to, and
to cause any person  acting on behalf of or in concert with him not to,  request
the Company  (or its  directors,  officers,  employees  or agents),  directly or
indirectly,  (i) to amend or waive any  provision of this  paragraph  (including
this sentence),  (ii) to invite the Executive, or any person acting on behalf of
or in  concert  with  the  Executive,  to take or  propose  to take  any  action
described  in this  paragraph  or (iii) to  consent  to the taking of any action
described in this paragraph or any proposal to take any such action.

     16.         Enforcement.
                 -----------
The Executive  acknowledges  that (i) the  Executive's  work for the Company has
given him access to the confidential affairs and proprietary  information of the
Company and its  Affiliates;  (ii) the covenants and agreements of the Executive
contained in Sections  13, 14 and 15 are  essential to the business and goodwill
of the Company and its Affiliates;  and (iii) the Company would not have entered
into this  Agreement but for the covenants and  agreements set forth in Sections
13,  14 and 15.  The  Executive  further  acknowledges  that in the event of his
breach or threat of breach  of  Sections  13, 14 and 15 of this  Agreement,  the
Company,  in addition to any other legal  remedies which may be available to it,
shall be entitled to appropriate  injunctive relief and/or specific  performance
in order to  enforce or  prevent  any  violations  of such  provisions,  and the
Executive and the Company hereby confer  jurisdiction to enforce such provisions
upon the  courts  of any  jurisdiction  within  the  geographical  scope of such
provisions.


                                     - 8 -

<PAGE>



     17.          Mutual Nondisparagement.
                  -----------------------
The Executive  shall not make any public  statements,  encourage  others to make
statements or release  information  intended to disparage or defame the Company,
its  Affiliates or any of their  respective  directors or officers.  The Company
shall not make public statements,  encourage other to make statements or release
information  intended  to  disparage  or  defame  the  Executive's   reputation.
Notwithstanding  the  foregoing,  nothing in this Section 16 shall  prohibit any
person  from making  truthful  statements  when  required by order of a court or
other body having  jurisdiction.  Except to the extent consistent with the press
release  to be  issued  by  the  Company  in  connection  with  the  Executive's
retirement or with the prior written  consent of the Board,  the Executive  will
not make any  direct  or  indirect  written  or oral  statements  to the  press,
television,  radio or other  media  concerning  any  matters  pertaining  to the
business and affairs of the Company,  its Affiliates or any of their officers or
directors,  or pertaining to any matters  related to  Executive's  employment or
termination of employment with the Company.

     18.          Resolution of Disputes.
                  ----------------------
Except as otherwise  provided in Section 16, any  controversy  or claim  arising
under or relating to this Agreement or the breach  thereof shall,  be settled by
binding arbitration, to be held in Philadelphia, Pennsylvania in accordance with
the rules of the American Arbitration  Association,  and judgment upon any award
so  rendered  may be  entered  in any court  having  jurisdiction  thereof.  The
determination  of the  arbitrator(s)  shall be  conclusive  and  binding  on the
Company and the  Executive,  and judgment  may be entered on the  arbitrator(s)'
award in any court having jurisdiction.

     19.          Notices.
                  -------
All notices, and other communications provided for herein that one Party intends
to give to the other  Party shall be in writing  and shall be  considered  given
when mailed or couriered,  return  receipt  requested or  personally  delivered,
either to the Party or at the address set forth below (or to such other  address
as a Party shall designate in accordance with this Section 19):

         If to the Executive:
                           William J. Avery
                           417 Gwynedd Valley Drive
                           Gwynedd Valley, PA  19437


         If to the Company:
                           Crown Cork & Seal Company, Inc.
                           One Crown Way
                           Philadelphia, PA  19154-4599
                           Attention: President


     20.          Amendments.
                  ----------
This  Agreement  may be  amended,  modified  or  superseded  only  by a  written
instrument executed by both of the Parties hereto.

     21.          Governing Law.
                  -------------
Except to the extent such laws are  superseded  by federal law,  this  Agreement
shall be  governed  by the laws of the  Commonwealth  of  Pennsylvania,  without
reference to principles of the conflicts of laws.


                                     - 9 -

<PAGE>



     22.          Prior Agreements.
                  ----------------
This Agreement contains the entire agreement between the Parties relative to its
subject  matter,  and  fully  supersedes  any and  all  prior  oral  or  written
agreements  or  understandings  between  the Parties  pertaining  to the subject
matter hereof including but not limited to the Employment Contract.

     23.          Binding Effect.
                  --------------
This  Agreement  shall  inure to the  benefit of and shall be  binding  upon the
Company  and the  Executive  and their  respective  heirs,  executors,  personal
representatives, successors and permitted assigns.

     24.          Assignability.
                  -------------
This Agreement  shall not be  assignable,  in whole or in part, by either Party,
without the prior  written  consent of the other Party,  provided  that (i) this
Agreement  shall be binding  upon and shall be  assigned  by the  Company to any
person, firm or corporation with which the Company may be merged or consolidated
or which may  acquire  all or  substantially  all of the  assets of the  Company
(including  any  new  holding   company),   or  its  successor  (the  "Company's
Successor"), (ii) the Company shall require the Company's Successor to expressly
assume in writing all of the  Company's  obligations  under this  Agreement  and
(iii) the Company's  Successor  shall be deemed  substituted for the Company for
all purposes of this Agreement.

     25.         Waiver.
                 ------
Any term or provision of this  Agreement may be waived in writing at any time by
the Party  entitled to the benefit  thereof.  The failure of either Party at any
time to require  performance of any provision of this Agreement shall not affect
such  Party's  right at a later time to enforce  such  provision.  No consent or
waiver by either Party to any default or to any breach of a condition or term in
this  Agreement  shall be deemed or  construed  to be a consent or waiver to any
other breach or default.

     26.          Mitigation and Offset; Letter of Credit.
                  ---------------------------------------
The  Company's  obligation to make the payments  provided for in this  Agreement
shall not be affected by any set-off, counterclaim, recoupment, defense or other
claim,  right or action  which the Company may have  against  the  Executive  or
others.  The  Executive  shall not be  required  to  mitigate  the amount of any
payment provided for in this Agreement by seeking other employment or otherwise,
nor shall any  profits,  income or  earnings or other  benefits  from any source
whatsoever create any mitigation,  offset,  reduction or any other obligation on
the part of  Executive  hereunder.  The  Company  shall use its best  efforts to
obtain a one-year bank letter of credit in favor of the  Executive  with respect
to the  severance  payments  provided  for in Section  4(b) to secure  that such
payments are not, by operation of law or  otherwise,  required to be returned to
the Company or its successor,  provided that the Company can do so (i) at a cost
not to exceed  $50,000 and (ii)  without  providing  security for such letter of
credit beyond that provided generally to secure the Company's  principal line of
credit containing provisions for issuance of letters of credit.

     27.          Withholding of Taxes.
                  --------------------
All payments made by the Company to the Executive  under this Agreement shall be
subject to the withholding of such amounts,  if any,  relating to tax, and other
payroll  deductions as the Company may reasonably  determine it should  withhold
pursuant to any applicable law or regulation.


                                     - 10 -

<PAGE>


     28.          Invalidity of Portion of Agreement.
                  ----------------------------------
If any provision of this  Agreement or the  application  thereof to either Party
shall be invalid or unenforceable to any extent, the remainder of this Agreement
shall not be affected  thereby and shall be enforceable to the fullest extent of
the law.  If any  clause  or  provision  hereof  is  determined  by any court of
competent jurisdiction to be unenforceable because of its scope or duration, the
Parties  expressly  agree  that such  court  shall  have the power to reduce the
duration  and/or  restrict  the scope of such clause or  provision to the extent
necessary  to permit  enforcement  of such  clause or  provision  in  reduced or
restricted form.

                  IN WITNESS WHEREOF, the Parties hereto have duly executed this
Agreement as of the date first written above.


                                        CROWN CORK & SEAL COMPANY, INC.



                                        By: /s/ Harold A. Sorgenti
                                            ------------------------------------
                                            Harold A. Sorgenti, Chairman of the
                                            Executive Compensation Committee



                                        EXECUTIVE


                                        /s/ William J. Avery
                                        ----------------------------------------
                                        WILLIAM J. AVERY













                                     - 11 -