CONSULTING AGREEMENT


                  THIS  CONSULTING  AGREEMENT ("Agreement") is  made and entered
into this 22nd day of  February  2001,  by and  between  William  J.  Avery (the
"Consultant") and Crown Cork & Seal Company, Inc., (the "Company").

                                   BACKGROUND

                  WHEREAS, the Consultant has been a long-time executive of the
Company and has retired;

                  WHEREAS, the  Consultant has special knowledge, expertise and
experience concerning the business and operations of the Company; and

                  WHEREAS, the Company desires to have continuing  access to the
Consultant's knowledge, expertise and experience, and the Consultant is  willing
to provide the same to the Company.

                                      TERMS

                  In  consideration of the mutual covenants contained herein and
intending to be legally bound hereby,  the Company and the  Consultant  agree as
follows:

      1.          Consulting Services.
                  -------------------
The  Consultant is hereby engaged to consult with and provide the Company advice
on any issue  pertaining  to the  business or  operations  of the  Company,  its
subsidiaries,  divisions or affiliates, as may be requested from time to time by
the Chief Executive Officer of the Company (the "Consulting Services"); provided
that the  Consultant  will not be  required to devote,  on average  more than 35
hours per month in the  performance of the Consulting  Services.  The Consultant
will devote his best efforts and skills in rendering the Consulting Services.

      2.          Term of the Agreement.
                  ---------------------
The term of this Agreement  shall be from February 23, 2001 to February 22, 2003
("Agreement Period"). Either party may terminate this Agreement immediately upon
written  notice if the other party hereto is in breach of any  material  term or
condition  of this  Agreement  and such breach has not been cured within 30 days
following written notice of such breach.

                  Notwithstanding  the cure  period  provided  in the  preceding
paragraph,  theCompany may terminate this Agreement  immediately  upon the gross
negligence or willful  misconduct of the  Consultant in the  performance  of the
Consulting Services.

                  This Agreement shall terminate automatically upon the death or
"disability"  of the Consultant.  For purposes of this  Agreement,  "disability"
shall be defined as the inability of the  Consultant due to a physical or mental
health  condition  to  provide  the  Consulting  Services  for  a  period  of 90
consecutive days.


<PAGE>




      3.          Compensation and Expenses.
                  -------------------------
As compensation for the Consulting Services, the Company will pay the Consultant
an  aggregate  fee of  $400,000,  payable in two equal  installments.  The first
installment  will be paid upon the  signing  of this  Agreement  and the  second
installment  will be paid on the first  anniversary of this  Agreement  provided
that this Agreement has not been terminated prior to such anniversary date.

                  The  Company  shall  also  reimburse  the  Consultant for  all
reasonable and necessary  expenses incurred by the Consultant in connection with
performance of the Consulting Services. To obtain reimbursement,  the Consultant
must  first  submit  to the  Company  invoices,  receipts  or other  appropriate
documentation  of the expenses in accordance  with the  Company's  reimbursement
policy. Payment of such expenses shall be made by the Company within thirty (30)
days of receipt of such documentation.

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

      4.          Independent Contractor.
                  ----------------------
In providing Consulting Services under this Agreement, it is mutually understood
and agreed  that the  Consultant  is acting  and  performing  as an  independent
contractor and not an employee or agent of the Company. The Consultant shall not
make any  representations to being an employee or agent of the Company and shall
pay all  federal,  state and local  taxes which shall be become due on any money
paid to the  Consultant  by the  Company  under  the  terms  of this  Agreement.
Consultant hereby acknowledges and agrees that he is not entitled to participate
in or receive coverage under any benefit plan of the Company with respect to the
performance of the Consulting Services under this Agreement.

      5.          Services to Third Parties.
                  -------------------------
Subject to the terms and conditions of the Retirement  Agreement entered into by
and between the Consultant and the Company as of January 4, 2001, the Consultant
retains the right to perform business consulting services for third parties.

      6.          Personal Performance of Work and Nonassignability.
                  -------------------------------------------------
The services  provided under this Agreement shall all be provided  personally by
the  Consultant.  The  Consultant  may not  assign  any  rights  or  performance
obligations under this Agreement to any other party. Any attempt to make such an
assignment will be void.

      7.          Compliance with Applicable Law.
                  ------------------------------
In providing services under this Agreement, the Consultant shall comply with all
applicable federal, state and local laws and regulations.

                                     - 2 -

<PAGE>



      8.          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 8):

If to the Consultant:                        If to the Company:

William J. Avery                             Crown Cork & Seal Company, Inc.
417 Gwynedd Valley Drive                     One Crown Way
Gwynedd Valley, PA 19437                     Philadelphia, PA 19154
                                             Attention:  Chief Executive Officer


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


     10.          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.

     11.          Entire Agreement.
                  ----------------
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.  This Agreement may be amended,  modified or superseded only by a
written instrument executed by both of the parties hereto.

     12.          Invalidity.
                  ----------
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.

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

     14.          Execution.
                  ---------
This Agreement may be executed in counterparts and will be valid even though the
signatures of allparties do not appear on the same page.



                                     - 3 -
<PAGE>



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


                                     CROWN CORK & SEAL COMPANY, INC.



                                     /s/ John W. Conway
                                     ------------------
                                     JOHN W. CONWAY,  CHAIRMAN OF THE BOARD
                                     AND CHIEF  EXECUTIVE  OFFICER


                                     CONSULTANT




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