CROWN CORK & SEAL COMPANY, INC.        Exhibit 10.d
                        SENIOR EXECUTIVE RETIREMENT PLAN
                       Amended and Restated June 30, 1999

                                      INDEX
ARTICLE                                                                    PAGE

I.       DEFINITIONS........................................................ 1

II.      PARTICIPATION.......................................................6
         2.1      Eligibility Requirements...................................6
         2.2      Participation Commencement Date............................6

III.     RETIREMENT BENEFITS.................................................7
         3.1      Normal Retirement Benefits.................................7
         3.2      Early Retirement Benefit...................................8
         3.3      Total Disability Benefit...................................8
         3.4      Deferred Vested Benefit....................................9
         3.5      Reduction of Payments to Group B, C and D Participants
                  on Account of Surviving Spouse Benefit Elections...........9

IV.      VESTING............................................................10
         4.1      Vesting - Retirement Benefits.............................10
         4.2      Vesting - Death and Surviving Spouse Benefits.............10
         4.3      Vesting - Elective Deferral Benefits......................10

V.       DEATH BENEFITS.....................................................10
         5.1      Group A Participants......................................10
         5.2      Group B, Group C and Group D Participants.................11

VI.      PAYMENT OF RETIREMENT, DEATH AND SURVIVOR BENEFITS.................12
         6.1      Payment of Retirement Benefits............................12
         6.2      Payment of Death and Surviving Spouse Benefits............12
         6.3      Lump Sum Retirement Benefits..............................12

VII.     ELECTIVE DEFERRALS.................................................13
         7.1      Election to Defer.........................................13
         7.2      Date of Filing Election...................................13
         7.3      Commencement of Deferral..................................13
         7.4      Reduction or Termination of Future Deferral...............14

VIII.    INVESTMENT ALTERNATIVES FOR ELECTIVE DEFERRALS.....................14
         8.1      Establishment of an Account...............................14
         8.2      Investment of the Account.................................14
         8.3      Function of Committee.....................................14


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IX.      DISTRIBUTION OF PARTICIPANT ELECTIVE DEFERRAL ACCOUNTS.............15
         9.1      Distributions.............................................15
         9.2      Hardship Distributions....................................15
         9.3      Administration of Hardship Distributions..................15
         9.4      Termination of Employment.................................15
         9.5      Participant's Death.......................................15
         9.6      Form of Distribution......................................15

X.       SHORT TERM DISABILITY BENEFIT......................................16
         10.1     Eligibility for Short Term Disability Benefit.............16
         10.2     Short Term Disability.....................................16
         10.3     Amount of Short Term Disability Benefit...................16

XI.      HEALTH AND RELATED BENEFITS........................................16

XII.     CONTRIBUTIONS......................................................17
         12.1     Contributions.............................................17
         12.2     Contributions Immediately Before Change in Control
                  of the Company............................................17
         12.3     General Assets............................................17

XIII.    ADMINISTRATION.....................................................17
         13.1     Administration by the Committee...........................17
         13.2     Acceleration of Payments of Benefits......................17

XIV.     AMENDMENT AND TERMINATION..........................................18
         14.1     Amendment.................................................18
         14.2     Termination of the Plan...................................18

XV.      MISCELLANEOUS......................................................18
         15.1     Title to Assets...........................................18
         15.2     Non-alienation............................................18
         15.3     Incapacity................................................18
         15.4     No Employment Contract....................................19
         15.5     Succession................................................19
         15.6     Gender and Number.........................................19
         15.7     Governing Law.............................................19

SCHEDULE A-1

SCHEDULE A-2

SCHEDULE B


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<PAGE>



                         CROWN CORK & SEAL COMPANY, INC.
                        SENIOR EXECUTIVE RETIREMENT PLAN

                  This is the Crown Cork & Seal Company,  Inc. Senior  Executive
Retirement Plan,  which is an amendment and restatement  effective June 30, 1999
of the Crown Cork & Seal Company,  Inc.  Executive  Deferred  Compensation Plan,
originally  effective  November 8, 1991,  and  previously  amended and  restated
effective  January 1, 1994,  that Crown Cork & Seal Company,  Inc.  maintains to
provide retirement and death benefits to certain of its key management employees
and those of its affiliated companies,  and to their beneficiaries and surviving
spouses.

ARTICLE I.  DEFINITIONS.

         The  following  words  and  phrases  as used  herein have the following
meanings  unless a  different  meaning  is  plainly  required  by the context:

1.1. "Account" means the separate  bookkeeping account established under Article
VIII.

1.2.  "Agreement"  means a  Senior  Executive  Retirement  Agreement,  including
amendments thereto, between the Company and a Participant.

1.3.  "Average  Annual   Compensation"   means  12  times  the  average  of  the
Compensation   payable  to  the  Participant  by  the  Employer  during  the  60
consecutive  months in the last 120 consecutive months ending immediately before
termination of employment that produces the highest average.

1.4.  "Board of Directors" means the Board of Directors of the Company.

1.5.  "Change in Control" means if:

               1.5.1.  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  25% or more of the  combined
          voting power of the Company's then outstanding securities; or

               1.5.2.  During any period of two consecutive years (not including
          any period prior to the original effective date of the Plan,  November
          8, 1991),  individuals who at the beginning of such period  constitute
          the Board of  Directors  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  1.5.1,  Section
          1.5.3 or Section 1.5.4 hereof whose election by the Board of Directors
          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


<PAGE>


               1.5.3.  The  stockholders  of the  Company  approve  a merger  or
          consolidation of the Company with any other corporation,  other than 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  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

               1.5.4. The stockholders of the Company approve a plan of complete
          liquidation of the Company or an agreement for the sale or disposition
          by the Company of all or substantially all of the Company's assets.

1.6.  "Committee" means the Compensation Committee of the Board of Directors.

1.7.  "Company" means Crown Cork & Seal Company, Inc.

1.8.  "Compensation"  means (a) base salary,  including  amounts  deferred  from
salary under Article VII, below,  and under any  tax-qualified  employee pension
benefit  plan  maintained  by the  Employer,  (b)  incentive  awards,  including
portions of awards that are deferred for payment at a later date, and (c) salary
continuation  payments  on account of  short-term  disability  under  Article X,
below.  Compensation  shall not  include  (i) the  compensatory  portion  of any
exercise of a stock option,  (ii) the value of any stock appreciation  right, or
(iii) any amounts  previously  deferred under (a) or (b) above,  and included in
the Participant's pay by the Employer in a subsequent year.

1.9.  "Crown  Pension"  means  the  annual  amount  or  amounts  payable  to the
Participant under the basic pension benefit portion of the Salaried Pension Plan
or the basic pension benefit portion of any other tax-qualified employee defined
benefit  pension  plan  maintained  by the  Employer,  as a single life  annuity
beginning at or after retirement age 65.

1.10.  "Crown  Thrift  Amount"  means  the  amount  or  amounts  payable  to the
Participant under any tax-qualified  employee defined  contribution pension plan
maintained  by the  Employer,  and that are  attributable  to employer  matching
contributions  to such plan by the  Company,  any other  Employer  while it is a
member of the Company's  controlled group or any acquired company.  Crown Thrift
Amount shall not include amounts  attributable to the Crown Cork & Seal Company,
Inc.  Employee Stock Ownership Plan and employer  profit sharing  contributions.
The amount shall first be determined as of the Participant's date of termination
of  employment,  then  converted to an annuity  beginning  at the  Participant's
Normal  Retirement Date under the Plan by (a)  accumulating  the balance to such
Normal  Retirement  Date  at the  interest  rate  payable  on 30  year  Treasury
securities  at  termination  of  employment  and (b) dividing by the  applicable
annuity factor in Schedule A-1.


                                      -2-

<PAGE>


1.11.  "Deferred Vested Benefit Date" means:

               1.11.1.  for a Group A Participant, the Early Retirement Date set
          forth  in  the   Agreement   between  the  Company  and  the  Group  A
          Participant; or

               1.11.2.  for a Group B  Participant,  a Group C Participant  or a
          Group D Participant, his Early Retirement Date.

1.12.  "Early Retirement Date" means:

               1.12.1.  for a Group A Participant, the Early Retirement Date set
          forth  in   the  Agreement   between  the  Company  and  the  Group  A
          Participant; or

               1.12.2.  for a Group B  Participant,  a Group C Participant  or a
          Group D Participant, the later of age 62 or the first day of the month
          after the completion of five years of participation in the Plan.

1.13.  "Employer"  means  Crown  Cork &  Seal  Company, Inc. and  any  affiliate
thereof.

1.14. "Group A Participant" means an eligible employee of the Company designated
as a  Participant  by the  Committee  before  January 1, 1994.  Each employee so
designated shall, as a condition of participation,  enter into an Agreement with
the Company,  setting  forth,  among other things,  the amount of retirement and
death  benefits to which he is entitled under the Plan. The names of all Group A
Participants are set forth on Schedule B attached hereto and made a part hereof.

1.15. "Group B Participant" means an eligible employee of the Employer who is an
executive  vice  president  and  designated  as a  Group  B  Participant  by the
Committee, with the consent of the Board of Directors,  after December 31, 1993.
Each employee so designated shall, as a condition of  participation,  enter into
an Agreement with the Company,  setting forth, among other things, the amount of
retirement  and death benefits to which he is entitled under the Plan. The names
of all Group B Participants are set forth on Schedule B attached hereto.

1.15.A  "Group C Participant"  means an eligible employee of the Employer who is
a senior vice president,  or employee of a lower rank, and designated as a Group
C  Participant  by the  Committee,  with the consent of the Board of  Directors,
after December 31, 1997.  Each employee so designated  shall,  as a condition of
participation,  enter into an Agreement with the Company,  setting forth,  among
other  things,  the  amount  of  retirement  and death  benefits  to which he is
entitled under the Plan. The names of all Group C Participants  are set forth on
Schedule B attached hereto.

1.15.B "Group D Participant" means an eligible employee of the Employer who is a
vice  president,  or any employee of a lower rank,  and  designated as a Group D
Participant by the Committee, with the consent of the Board of Directors,  after
December  31,  1997.  Each  employee so  designated  shall,  as a  condition  of
participation,  enter into an Agreement with the Company,  setting forth,  among
other  things,  the  amount  of  retirement  and death  benefits  to which he is
entitled under the Plan. The names of all Group D Participants  are set forth on
Schedule B attached hereto.


                                      -3-

<PAGE>


1.16.  "Hardship"  means,  as determined by the  Committee,  a severe  financial
hardship to the  Participant  resulting from a sudden and unexpected  illness or
accident of the  Participant or  Participant's  dependent (as defined in section
152 of the Internal Revenue Code of 1986, as amended), loss of the Participant's
property due to  casualty,  or other  similar  extraordinary  and  unforeseeable
circumstances  arising  as  a  result  of  events  beyond  the  control  of  the
Participant.

1.17.  "Normal Retirement Date"  means:

               1.17.1. for a Group A Participant, the Normal Retirement Date set
          forth  in  the   Agreement   between  the  Company  and  the  Group  A
          Participant; or

               1.17.2.  for a Group B  Participant,  a Group C Participant  or a
          Group D Participant, the later of age 65 or the first day of the month
          after the  completion of five years of  participation  in the Plan, or
          (if earlier)  the Normal  Retirement  Date set forth in the  Agreement
          between the Company and such Participant.

1.18.  "Participant"  means an eligible  employee who has been  designated  as a
Group A Participant,  a Group B Participant,  a Group C Participant or a Group D
Participant.

1.19.  "Plan"  means  the  Crown  Cork & Seal  Company,  Inc.  Senior  Executive
Retirement  Plan as set forth in this  document,  the  related  Agreements,  the
related  trust  agreement  pursuant  to which  the Trust is  maintained  and any
amendments thereto.

1.20.  "Primary  Insurance Amount Offset" means the annual amount payable to the
Participant  under the old age portion of the Social  Security Act  beginning at
age 65, without reduction for Medicare  premiums,  (a) determined by considering
in the calculation  only  compensation  paid to the Participant by the Employer,
and (b) based on the provisions of the Social Security Act in effect at the date
of the Participant's termination of employment.

1.21.  "Salaried  Pension  Plan"  means  the  Crown  Cork  &  Seal Company, Inc.
Salaried Pension Plan or any successor plan.

1.22.  "Termination  Following  a Change  in  Control"  means a  termination  of
employment upon or within the five year period beginning immediately following a
Change in Control either:

               1.22.1.  initiated by the Employer  other than for "cause," which
          shall mean misappropriation of funds,  habitual insobriety,  substance
          abuse,  conviction of a crime involving moral  turpitude,  willful and
          material  misrepresentation  to  the  directors  or  officers  of  the
          Employer or gross  negligence in the performance of the  Participant's
          duties having a material  adverse effect on the business,  operations,
          assets, properties or financial condition of the Employer; or


                                      -4-

<PAGE>


               1.22.2. initiated by the Participant following one or more of the
          following occurrences:

                         1.22.2.1.  an  assignment  to  the  Participant  of any
                    duties  inconsistent  with,  or a reduction or change by the
                    Employer in the nature or scope of the authority,  duties or
                    responsibilities  of the Participant  from those assigned to
                    or held by the Participant  immediately  prior to the Change
                    in Control;

                         1.22.2.2.  any  removal  of the  Participant  from  the
                    officer  positions held  immediately  prior to the Change in
                    Control,  except in connection  with promotions to positions
                    of greater responsibility and prestige;

                         1.22.2.3.   any   reduction  by  the  Employer  in  the
                    Participant's Compensation as in effect immediately prior to
                    the  Change  in  Control  or as the  same  may be  increased
                    thereafter;

                         1.22.2.4.   revocation  or  any   modification  of  any
                    employee  benefit plan or any action  taken  pursuant to the
                    terms  of  any  such  plan,  that  materially   reduces  the
                    opportunity of the Participant to receive benefits under any
                    such plan;

                         1.22.2.5.  a  transfer  or  relocation  of the  site of
                    employment  of the  Participant  immediately  preceding  the
                    Change in Control, without the Participant's express written
                    consent, to a location more than 20 miles distant therefrom,
                    or that is otherwise an unacceptable commuting distance from
                    the  Participant's  principal  residence  at the date of the
                    Change in Control; or

                         1.22.2.6. a requirement that the Participant  undertake
                    business travel to an extent substantially  greater than the
                    Participant's business travel obligations  immediately prior
                    to the Change in Control.

1.23. "Total Disability" means the total permanent  incapacity of a Participant,
as defined in the Salaried Pension Plan,  irrespective of his number of years of
service under that plan.

1.24.  "Total Disability Date" means, the first day of the month after the later
of the date a Participant  incurs a Total Disability or the date he has received
all salary  continuation  payments  on account  of short term  disability  under
Article X, below;  provided  that he has not then reached his Normal  Retirement
Date.

1.25. "Trust" means the grantor trust created by the trust agreement between the
Company  and the  Trustee,  fixing the rights and  liabilities  with  respect to
controlling and managing assets for the purposes of the Plan.


                                      -5-


<PAGE>


1.26. "Trustee" means the corporation with fiduciary powers that is appointed by
the Board of Directors  as trustee or  successor  trustee and named in the trust
agreement  or any  amendment  thereto;  provided  that,  on or after a Change in
Control,  the appointment or removal of the Trustee or any successor  trustee by
the Board of Directors  shall be effective  only if at least  two-thirds  of the
Participants in the Plan at such time give written consent to such action.

1.27. "Value" means:

               1.27.1.  the sum of a Participant's  deferred  compensation under
          Section  7.1  and  earnings,   gains  and  losses  thereon,  less  any
          distributions   to  the   Participant,   valued  as  of  the  date  of
          distribution of his Account; or

               1.27.2. if a Participant  elects to receive a distribution of his
          Account  in cash,  the  amount  of cash  that the  liquidation  of the
          investments  of the  Participant's  Account,  or any portion  thereof,
          yields as of the date of such liquidation.

1.28.  "Years of  Service"  means  (a) all  years  (and  fractions  thereof)  of
employment of the  Participant,  whether or not  continuous,  with the Employer,
measured  from  the  later  of the  Participant's  date of hire or the  date his
employer  becomes an affiliate of the Company,  unless  otherwise  stated in the
Participant's  Agreement,  (b) all periods during which the Participant receives
salary continuation  payments on account of short-term  disability under Article
X,  below,  and (c) for the purpose of  calculating  a  Participant's  early and
normal retirement  benefits,  all periods during which the Participant  receives
Total Disability benefits under Section 3.3.  Notwithstanding the foregoing,  in
the case of an  individual  who becomes a  Participant  after July 31, 1997,  no
service after the Participant  reaches his Normal Retirement Date, as defined in
Section 1.17,  shall be counted in  determining  his Normal  Retirement  Benefit
under Section 3.1. The foregoing  provision shall not apply to an individual who
was a  Participant  as of July 31,  1997.  The  Committee  may grant  credit for
service with a previous  employer for purposes of  determining  a  Participant's
Years of Service.


ARTICLE II.  PARTICIPATION.

2.1. Eligibility Requirements.  Each employee who has been designated as a Group
A  Participant,  a Group B  Participant,  a  Group  C  Participant  or a Group D
Participant shall be eligible to participate in the Plan.


               2.2  Participation  Commencement  Date.  An  employee  shall be a
          Participant  effective as of the first day of the month  following the
          later of the month in which he has been designated as a Participant or
          the month in which his Agreement is effective.

                                      -6-

<PAGE>


ARTICLE III.  RETIREMENT BENEFITS.


3.1.  Normal Retirement Benefits.

               3.1.1.Benefit   Formula  for  Group  A   Participants,   Group  B
          Participants  and Certain  Group C  Participants.  The formula for the
          annual  benefit of a Group A or a Group B Participant or an individual
          who becomes a Group C  Participant  before  November 1, 1998,  payable
          monthly   beginning  upon  his  retirement  at  or  after  his  Normal
          Retirement Date, shall be the product of A times B, minus the sum of C
          and D and E, where:

               A = Participant's  Years of Service  multiplied by 2.25% for the
                   first 20 years of such  service and by 1.67%  for the next 15
                   years of such service
               B = Participant's   Average   Annual   Compensation
               C = Participant's  Crown Pension
               D = Participant's Crown Thrift Amount
               E = Participant's Primary Insurance Amount Offset.

               3.1.2. Benefit Formula for Certain Group C Participants and Group
          D  Participants.  The formula for the annual  benefit of an individual
          who becomes a Group C Participant  after October 31, 1998 or a Group D
          Participant, payable monthly beginning upon his retirement at or after
          his Normal  Retirement  Date, shall be the product of A times B, minus
          the sum of C and D, where:

               A = Participant's  Years of Service multiplied by  2.00%  for the
                   first  20  years of such service  and by 1.45%  for the next
                   15 years of such service
               B = Participant's  Average  Annual  Compensation
               C = Participant's Crown Pension
               D = Participant's Primary Insurance Amount Offset.

               3.1.3.   Additional  Service  Credit  -  All  Participants.   The
          Committee, in its sole discretion, may grant additional benefit credit
          to a  Participant  under  Section  3.1.1 or Section 3.1.2 for Years of
          Service  in excess  of 35  years,  at a rate not to exceed 1% for each
          such additional year.

               3.1.4.  Amount of Normal  Retirement  Benefit - All Participants.
          The normal retirement benefit of a Participant shall be the greater of
          the amount set forth in his Agreement or the amount  determined  under
          Section 3.1.1 or Section 3.1.2,  as applicable,  and Section 3.1.3, if
          applicable.

               3.1.5.  No Effect on Annual Benefit  Formula for Changes in Group
          Designation.   If  an  individual   first  designated  as  a  Group  C
          Participant  after  October  31, 1998 or as a Group D  Participant  is
          subsequently  designated  as a  Group  A  Participant  or as a Group B
          Participant,  his annual  benefit  shall  nonetheless  continue  to be
          calculated under Section 3.1.2, rather than Section 3.1.1


                                       -7-

<PAGE>


3.2.  Early Retirement Benefit.

               3.2.1. Amount of Early Retirement Benefit - Group A Participants.
          The early  retirement  benefit of a Group A Participant who retires on
          or after his Early  Retirement  Date but before his Normal  Retirement
          Date shall be the greater of (a) the amount set forth in his Agreement
          or (b) the amount  determined under Section 3.1.1, and, if applicable,
          Section 3.1.3,  reduced by either the rate applicable  under the early
          retirement  reduction  formula  in the  Salaried  Pension  Plan  or as
          otherwise  stated in the  Participant's  Agreement,  for the period by
          which  the  beginning  date  of  the  payments   precedes  his  Normal
          Retirement Date.

               3.2.2.  Amount  of Early  Retirement  Benefit  - Group B, C and D
          Participants. The early retirement benefit of a Group B Participant, a
          Group C Participant  or a Group D Participant  who retires on or after
          his Early Retirement Date but before his Normal  Retirement Date shall
          be the amount  determined  under  Section 3.1.1 or Section  3.1.2,  as
          applicable,  and Section  3.1.3,  if  applicable,  reduced by the rate
          applicable  under  the  early  retirement  reduction  formula  in  the
          Salaried  Pension Plan,  for the period by which the beginning date of
          the payments precedes his Normal Retirement Date.

3.3.  Total Disability Benefit.

               3.3.1. Initial Benefit. The initial total disability benefit of a
          Participant who retires at a Total Disability Date shall be the amount
          described  below for him less the amount of Employer - paid  long-term
          disability   benefits,   based  upon  the   greater  of  his  rate  of
          Compensation  for the  calendar  year in which  his  Total  Disability
          occurs or the average rate of Compensation  for the three  consecutive
          calendar  years ending  immediately  before the calendar year in which
          his Total Disability occurs.

                    3.3.1.1.  A Group A  Participant  or a Group B  Participant,
               100% of the amount calculated above;

                    3.3.1.2. A Group C Participant, 75% of the amount calculated
               above; or

                    3.3.1.3. A Group D Participant, 50% of the amount calculated
               above.

               3.3.2.  Annual Cost of Living  Increases.  A Participant's  total
          disability  benefit determined under Section 3.3.1 shall be increased,
          if at all, as of January 1 of each  successive year that follows by at
          least 12 months the  calendar  year in which the  Participant's  Total
          Disability Date occurs. The increase shall be equal to the increase in
          the  Consumer  Price  Index for the  Philadelphia  Metropolitan  Area,
          published by the United States  Department of Labor (or the comparable
          successor  standard),  for the 12  months  ending on the  December  31
          immediately preceding each such January 1.

                                      -8-

<PAGE>


               3.3.3. Cessation of Benefit Payments.  Payment of a Participant's
          total  disability  benefit shall cease as of the first to occur of the
          Participant's:

                    3.3.3.1. cessation of Total Disability;

                    3.3.3.2. death; or

                    3.3.3.3. reaching his Normal Retirement Date.

Upon the  cessation  of  payments  under  this  Section  3.3.3 by  reason of the
Participant's  reaching  his Normal  Retirement  Date,  he shall be  entitled to
receive his normal  retirement  benefit  calculated  for him under  Section 3.1,
without  further  cost of  living  increases,  subject  in the case of a Group B
Participant, a Group C Participant or a Group D Participant,  to any election of
a surviving spouse benefit under Section 5.2.2.3.

3.4. Deferred Vested Benefit.

               3.4.1. Group A Participants.  The vested retirement  benefit,  if
          any, payable to a Group A Participant who terminates employment before
          his  Early  Retirement  Date or  Total  Disability  Date  shall be the
          greater of (a) the amount set forth in his Agreement or (b) the amount
          determined  under Section  3.1.1,  and shall be paid  beginning on the
          Participant's  Deferred  Vested  Benefit  Date.  If payments  are made
          pursuant to Section  3.4.1(b),  above,  the amount shall be reduced by
          either the rate applicable under the deferred vested benefit reduction
          formula in the Salaried  Pension  Plan or as  otherwise  stated in the
          Participant's Agreement, for the period by which the beginning date of
          the payments precedes the Participant's Normal Retirement Date.

               3.4.2.  Group  B, C and D  Participants.  The  vested  retirement
          benefit,  if  any,  payable  to a  Group  B  Participant,  a  Group  C
          Participant or a Group D Participant, who terminates employment before
          his Early  Retirement  Date or Total  Disability  Date,  shall be paid
          beginning  on  or  after  the   Participant's   first  possible  Early
          Retirement Date and by his Normal  Retirement  Date, as elected by the
          Participant.  The amount of the benefit shall be as  determined  under
          Section 3.1.1,  reduced,  if payments  begin before Normal  Retirement
          Date,  by the  rate  applicable  under  the  deferred  vested  benefit
          reduction  formula in the  Salaried  Pension  Plan,  for the period by
          which the beginning  date of the payments  precedes the  Participant's
          Normal  Retirement Date. A Participant's  election to receive payments
          hereunder before his Normal  Retirement Date shall be made by December
          31 of the calendar year before the calendar year in which payments are
          to begin.

3.5.  Reduction  of  Payments  to Group B, C and D  Participants  on  Account of
Surviving Spouse Benefit  Elections.  If an eligible Group B Participant  elects
surviving spouse benefits  pursuant to Section 5.2.2.3,  his retirement  benefit
under this Article III shall be reduced accordingly.

                                      -9-

<PAGE>

ARTICLE IV.  VESTING.

4.1.  Vesting  -  Retirement  Benefits.  A  Participant  who,  before  his Early
Retirement  Date,  terminates  employment  for  any one of the  three  following
conditions or reasons shall be 100% vested in his  retirement  benefit under the
Plan:

               4.1.1. after five years of participation in the Plan, or

               4.1.2. by reason of a Termination  Following a Change in Control,
          or

               4.1.3. by reason of a Total Disability.

The vested  deferred  retirement  benefit shall be payable  either in accordance
with Section 3.4,  beginning at the Participant's  Deferred Vested Benefit Date,
if  termination  is  after  five  years  of  participation  or  by  reason  of a
Termination  Following a Change in Control,  or in  accordance  with Section 3.3
beginning  immediately  if  termination  is by  reason  of Total  Disability.  A
Participant who, before his Early Retirement Date,  terminates employment due to
"cause"  (as  defined in Section  1.22.1) or death  shall not be  entitled  to a
retirement  benefit  under  the  Plan,  irrespective  of his  number of years of
participation in the Plan.

4.2. Vesting - Death and Surviving Spouse Benefits. The beneficiary or surviving
spouse  of a  Participant  who  terminates  employment  due to  death or who has
previously  terminated  employment  with a vested right to a retirement  benefit
under Section 4.1 or a right to a normal,  early or disability  benefit shall be
entitled to death or surviving  spouse  benefits  only as provided in Articles V
and IX. No other death benefits shall be payable under the Plan.

4.3. Vesting - Elective Deferral Benefits. A Participant shall be 100% vested in
his elective deferral benefits under Article VII.


ARTICLE V.  DEATH BENEFITS.

5.1.  Group A Participants.

               5.1.1. Lump Sum Death Benefits.  The named beneficiary of a Group
          A Participant  who dies after meeting the  requirements of Section 4.2
          shall receive a death  benefit  equal to five times the  Participant's
          annual normal retirement benefit,  as set forth in his Agreement,  and
          shall be subject to reduction or offset,  if any, also as set forth in
          his Agreement.

               5.1.2. Surviving Spouse Benefits. The surviving spouse of a Group
          A Participant  who dies after meeting the  requirements of Section 4.2
          shall receive a survivor benefit equal to 50%, subject to reduction as
          described below, of the Participant's  normal retirement  benefit,  as
          described in Section 3.1.2,  payable in the form and manner  described
          in Section  6.2.2,  for the life of the surviving  spouse.  The amount
          payable  hereunder  shall  be  reduced  proportionately  by an  amount
          calculated  to  reflect  the  portion  of the  deceased  Participant's
          retirement  benefit he elected to receive as a lump sum payment  under
          Section  6.3.1,  so that if the  Participant  elected to  receive  his
          entire retirement benefit as a lump sum, no amount shall be payable to
          the surviving  spouse under this Section 5.1.2.  This provision  shall
          not  adversely  affect  any right the  surviving  spouse may have as a
          named  beneficiary  to receive a lump sum death  benefit under Section
          5.1.1 above.

                                      -10-

<PAGE>


5.2.  Group B, Group C and Group D Participants.

               5.2.1. Lump Sum Death Benefits.  The named beneficiary of a Group
          B Participant,  a Group C Participant or Group D Participant  who dies
          after  meeting the  requirements  of Section 4.2 shall receive a death
          benefit equal to five times his annual normal retirement  benefit,  as
          determined  under Section 3.1 accrued as of the date of his death, and
          shall be subject to reduction or offset,  if any, also as set forth in
          his Agreement.  Notwithstanding  the  foregoing,  the minimum lump sum
          death benefit for such a Participant shall be $200,000.

               5.2.2. Surviving Spouse Benefits. The surviving spouse of a Group
          B, Group C or Group D  Participant  who  meeting the  requirements  of
          Sections  4.1 and 4.2 shall  receive a survivor  benefit,  if any,  as
          follows:

                    5.2.2.1.  Death Before  Termination  of  Employment or After
               Termination of Employment but Before  Retirement  Payments Begin.
               If the  Group B  Participant,  Group  C  Participant  or  Group D
               Participant  dies (a) before  termination of employment but after
               meeting the  requirements  of Section 5.2.2,  above, or (b) after
               termination of employment and after meeting the  requirements  of
               Section  5.2.2,  above,  but  before  payment  of his  retirement
               benefits  has begun,  his  surviving  spouse shall be entitled to
               receive as a survivor benefit the survivor portion of the benefit
               the  Participant  would  have  received  under a joint and 50% to
               survivor  benefit  with his  spouse,  with the  joint  and 50% to
               survivor benefit being the actuarial equivalent of his retirement
               benefit payable immediately.

                    5.2.2.2.  Death After  Termination  of Employment  and After
               Retirement  Payments Begin.  If the Group B Participant,  Group C
               Participant  or Group D  Participant  dies after  termination  of
               employment  but (a) after  meeting  the  requirements  of Section
               5.2.2, above and (b) after payment of his retirement benefits has
               begun,  his  surviving  spouse  shall be  entitled to receive any
               survivor benefit elected by the Participant  before his death, in
               accordance with Section 5.2.2.3, below.

                    5.2.2.3.  Election of Surviving Spouse Benefit.  An eligible
               Group B  Participant,  Group C Participant or Group D Participant
               under Section  5.2.2.2 may elect,  in accordance  with procedures
               established  by  the  Committee,  and  subject  to  reduction  as
               described  below if the  Participant  elects a  partial  lump sum
               retirement  benefit  payment  under  Section  6.3.1,  to have his
               retirement  benefit  reduced and to have 100%, 75%, 50% or 25% of
               such reduced amount,  as elected by the Participant,  paid to the
               surviving spouse of the Participant for the life of the surviving
               spouse.  The amount payable in such event to the  Participant and
               his  spouse  shall  be the  actuarial  equivalent  of the  amount
               payable to the  Participant  as a single life annuity,  using the
               factors set forth in Schedule A-1 attached  hereto.  The election
               hereunder  shall be  irrevocable  once  retirement  payments have
               begun.  If the  Participant  elects a partial lump sum retirement
               benefit payment under Section 6.3.1, the amount used hereunder in
               determining the joint and survivor benefit of the Participant and
               his spouse  shall first be reduced  proportionately  by an amount
               calculated to reflect the portion of the Participant's retirement
               benefit he elected to receive as a lump sum payment under Section
               6.3.1,  so that if the  Participant  elects to receive his entire
               retirement  benefit as a lump sum, no amount  shall be payable to
               the surviving spouse under this Section  5.2.2.3.  This provision
               shall not  adversely  affect any right the  surviving  spouse may
               have as a named  beneficiary  to receive a lump sum death benefit
               under Section 5.2.1 above.

                                      -11-

<PAGE>

ARTICLE VI.  PAYMENT OF RETIREMENT, DEATH AND SURVIVOR BENEFITS.

6.1.  Payment of  Retirement  Benefits.  Subject to Section 6.3, the  retirement
benefit  due to a  Participant  pursuant  to the  Plan  shall be paid in cash in
monthly installments for the life of the Participant.

     6.2. Payment of Death and Surviving Spouse Benefits.

          6.2.1. The death benefits due a beneficiary shall be paid in cash in a
     lump sum.

          6.2.2. The  survivor  benefit due a surviving  spouse shall be paid in
     cash in monthly  installments for the  life of the  surviving  spouse.

     6.3. Lump Sum Retirement Benefits.

          6.3.1.  Group A and B  Participants  -  Retirement  Prior to Change in
     Control. A Group A Participant or a Group B Participant eligible to receive
     a normal or early  retirement  benefit under Section 3.1 or Section 3.2 may
     make a single election to receive any whole percentage  between 1% and 100%
     of the  present  value of his  retirement  benefit in cash in a lump sum in
     lieu of all or a portion of the  retirement  benefit  under Section 3.1 and
     Section 3.2, and to receive the balance,  if any, as determined and payable
     under Section 3.1 or Section 3.2, as applicable. The lump sum shall be paid
     as of the date  retirement  benefits are payable to the  Participant  under
     Section 3.1 or Section 3.2, as  applicable.  In order to elect a partial or
     full lump sum payment,  the Participant  shall file a written election with
     the Committee at least 13 months in advance of the date monthly installment
     payments of such benefit are scheduled to begin.  The present value of such
     benefit  shall be determined by using the factors set forth on Schedule A-1
     attached hereto. A Participant's election to receive a partial or full lump
     sum payment shall reduce proportionately any surviving spouse benefit under
     Section  5.1.2 or  Section  5.2.2.  If any  portion  of a lump sum  payment
     elected  under  this  Section  6.3.1 is not  eligible  to be  claimed  as a
     deduction by the  Employer by reason of section  162(m) of the Code for the
     year otherwise payable, the Employer shall first pay to the Participant any
     monthly installment payments due him and so much of the lump sum payment as
     is not subject to section  162(m) of the Code in such year and the Employer
     shall  pay  the  balance  of  the  lump  sum,  without  adjustment,  to the
     Participant on March 31 of the following year.


          6.3.2.  Groups A, B, C and D Participants - Change in Control. A Group
     A,  Group B,  Group C or a Group D  Participant  (including  a Group A or a
     Group B  Participant  who has made a prior lump sum election  under Section
     6.3.1)  who  has  a  Termination   Following  a  Change  in  Control  shall
     immediately  receive  100% of the  present  value of his normal  retirement
     benefit  in cash  in a lump  sum,  unless  he  elects  to  receive  monthly
     installments  of such  retirement  benefit by filing a written  election to
     receive  installments  with the  Committee  by the last day of the calendar
     year  immediately  before  the  calendar  year  in  which  the  Termination
     Following a Change in Control  occurs.  The present  value of such lump sum
     benefit  shall be determined by using the factors set forth on Schedule A-1
     attached hereto.

          6.3.3.  Groups A, B, C and D  Participants  - Gross-Up  Payments.  Any
     Group A, Group B, Group C or Group D  Participant  who  receives a lump sum
     payment under Section 6.3.2 on account of a Termination  Following a Change
     in Control shall,  contemporaneously  therewith, also receive an additional
     lump sum payment  from the Plan such that the  Participant  receives,  on a
     net, after-tax basis, the amount the Participant would have received if the
     lump sum payment had not been  subject to any  federal,  state or local tax
     imposed on the lump sum payment, including, without limitation, any income,
     wage,  payroll,  or  excise  taxes  and any  interest,  penalties  or other
     additions to tax thereon  (other than those related to actions taken by the
     Participant  or  actions  that  the   Participant   fails  to  take).   The
     determination  of the amount of the  additional  lump sum payment  shall be
     made by such one of the six largest national  certified  public  accounting
     firms as the  Participant  shall select.  All fees of such  accounting firm
     shall be paid by the Employer.

                                      -12-

<PAGE>


ARTICLE VII.  ELECTIVE DEFERRALS.

7.1. Election to Defer. A Participant may elect to defer receipt of up to 15% of
his  Compensation  for any  calendar  year by filing an  election  form with the
Committee, which form shall specify:

                    7.1.1.  the  amount  or  percentage  of  Compensation  to be
               deferred; and

                    7.1.2.  the  beneficiary  of his Account in the event of the
               Participant's death.

An election to defer  Compensation  pursuant to this Article VII shall remain in
effect until amended or revoked in accordance with Section 7.4.

               7.2.   Date  of  Filing   Election.   An   election  to  defer  a
          Participant's  Compensation shall be filed by the Participant with the
          Committee before the date such  Compensation  first becomes  currently
          available to the Participant.

               7.3.  Commencement  of  Deferral.   The  deferral  period  for  a
          Participant's  Compensation paid during a calendar year shall begin as
          soon  as   administratively   feasible   after   the   filing  of  the
          Participant's election to defer Compensation.

               7.4. Reduction or Termination of Future Deferral.

                    7.4.1.  A  Participant  may  elect to reduce  the  amount of
               Compensation  that will be deferred in the future or may elect to
               terminate  the  deferral  election  for the  future  by filing an
               election  with the  Committee;  the  election  shall  specify the
               amount of future Compensation,  if any, that shall continue to be
               deferred.

                    7.4.2.  The  reduction  or  termination  of the  deferral of
               future Compensation shall be effective as of the first day of the
               next  calendar  quarter  following the receipt of the election by
               the Committee.


ARTICLE VIII.  INVESTMENT ALTERNATIVES FOR ELECTIVE DEFERRALS.

8.1.  Establishment of an Account.  The Committee shall establish an Account for
each Participant who elects deferrals under Article VII.  Compensation  deferred
into the Account  shall be credited to such Account not later than 60 days after
the date such  Compensation  would otherwise have been paid to the  Participant.
Earnings, gains and losses, if any, on the balance standing to the credit of the
Account shall be credited to the Account as provided in Section 8.2.

               8.2.  Investment  of the Account.  The  Committee  may cause each
          Participant's  Account to be  invested  in  accordance  with a written
          investment  request  provided to the Committee by the  Participant.  A
          Participant may only request that the Committee  invest his Account in
          any security listed on a national securities exchange and in shares of
          regulated investment companies registered under the Investment Company
          Act of 1940 and eligible for sale in Pennsylvania. Such requests shall
          not be binding upon the Committee.  A Participant  may file an amended
          investment  request  not more  often  than  one time in any six  month
          calendar period. A Participant's  Account shall be credited or debited
          with all  earnings,  gains,  losses  and  ordinary  expenses  incurred
          through execution of the Committee's investment  instructions.  If the
          Committee  determines  not to invest the  Participant's  Account,  the
          Account  shall be assumed to be invested at the interest rate at which
          Citibank,  N.A. is lending to its most credit-worthy  customers,  less
          2%; provided that in no event shall such rate exceed 8%.

               8.3. Function of Committee. By deferring Compensation pursuant to
          Article VII, each  Participant  agrees that the Company,  Employer and
          Committee are in no way responsible for the investment  results of the
          Participant's  Account,  whether  or not the  Account is  invested  in
          accordance with the Participant's request.

                                      -13-

<PAGE>

ARTICLE IX.  DISTRIBUTION OF PARTICIPANT ELECTIVE DEFERRAL ACCOUNT.

9.1.  Distributions.  A  Participant's  Account  shall  be  distributed  only in
accordance with Section 9.2, Section 9.4 or Section 9.5.

               9.2. Hardship  Distributions.  A Participant may request that all
          or a portion of the Value of his  Account be  distributed  at any time
          before  termination  of employment by submitting a written  request to
          the Committee,  provided that the Participant has incurred a Hardship,
          and the  distribution  is necessary to alleviate  such  Hardship.  The
          Committee  shall deem a  distribution  to be  necessary to alleviate a
          Hardship if:

                    9.2.1.  the  distribution  is not in excess of the amount of
               the Participant's Hardship; and

                    9.2.2.   the   Hardship   may   not  be   relieved   through
               reimbursement  by insurance or otherwise,  by  liquidation of the
               Participant's  assets (to the extent that such liquidation  would
               not itself  cause severe  financial  hardship) or by cessation of
               deferrals under the Plan.

               9.3.  Administration  of  Hardship  Distributions.   The  Account
          balance that is not  distributed  pursuant to Section 9.2 shall remain
          in the Plan.  Distributions  to alleviate a Hardship  shall be made as
          soon as administratively feasible after the Committee has reviewed and
          approved  the  request.  Deferral of  Compensation  shall be suspended
          effective  with the beginning of the pay period  following the date of
          the  Committee's  approval of the request and may not be resumed until
          the beginning of the next calendar year.

               9.4. Termination of Employment.  A Participant who has terminated
          employment  with  the  Employer  (for any  reason  other  than  death,
          including  retirement  or  involuntary  termination)  shall  receive a
          distribution   of  the  entire   Value  of  his  Account  as  soon  as
          administratively  feasible following the Participant's written request
          to the Committee.

               9.5.  Participant's Death. If the Participant dies while employed
          by the Employer,  the entire Value of the Participant's  Account shall
          be distributed to his beneficiary as soon as administratively feasible
          following  delivery  of  the  beneficiary's  written  request  to  the
          Committee,   but  in  no  event   later  than  two  years   after  the
          Participant's death.

               9.6.  Form  of  Distribution.  The  Value  of  the  Account  of a
          Participant  shall  be  distributed  to  such  Participant,  or to his
          beneficiary if distribution is on account of the Participant's  death,
          in cash less costs of distribution and applicable taxes.

                                      -14-

<PAGE>

ARTICLE X.  SHORT TERM DISABILITY BENEFIT.

10.1. Eligibility  for Short Term  Disability  Benefit.  A Participant  shall be
eligible for short term disability  benefits under the Plan in lieu of any other
short term  disability  benefits  that the  Employer  provides  for its salaried
employees.  To be  eligible  to receive  short  term  disability  benefits,  the
Participant  shall  be  required  to have  met the  conditions  of a short  term
disability, as defined in Section 10.2.

               10.2.  Short Term  Disability.  For  purposes of this  Article X,
          short term disability means the temporary  incapacity of a Participant
          that, as determined  by the Committee in a  uniformly-applied  manner,
          renders the Participant temporarily incapable of engaging in his usual
          executive function and as a result the Participant is under the direct
          care and treatment of a physician who certifies to such incapacity.

               10.3. Amount of Short Term Disability  Benefit. A Participant who
          meets the  conditions  set forth in Section 10.2 shall receive a short
          term disability benefit, payable monthly, for the following applicable
          period:

                    10.3.1. Chief executive officer: an amount equal to one year
               of base  salary  and  incentive  payments,  at the rates for such
               payments  in effect  for the  calendar  year in which  disability
               begins;

                    10.3.2.  Executive  vice  president:  an amount equal to six
               months of base salary and  incentive  payments,  at the rates for
               such payments in effect for the calendar year in which disability
               begins; and

                    10.3.3.  Any other  Participant:  an  amount  equal to three
               months of base salary and  incentive  payments,  at the rates for
               such payments in effect for the calendar year in which disability
               begins;

provided  that all payments  under this Article X shall cease as of the earliest
of the  Participant's  cessation of short term  disability,  occurrence of Total
Disability,  death or attainment of his first possible Early  Retirement Date or
his Normal Retirement Date.

                                      -15-

<PAGE>

ARTICLE XI. HEALTH AND RELATED BENEFITS. A Participant who (a) has a Termination
Following a Change in Control,  (b)  retires or (c)  becomes  disabled,  and the
surviving spouse of such a Participant,  shall be entitled to receive health and
dental  benefits until the date each reaches the age of entitlement for Medicare
benefits. The Employer shall pay the cost of such health and dental benefits and
such  benefits  shall be no less  comprehensive  than those in effect for senior
executives of the Company and their spouses immediately before (x) the Change in
Control, (y) the Participant's  retirement, or (z) the Participant's disability,
as the case may be.

ARTICLE XII.  CONTRIBUTIONS.

12.1. Contributions.   In order to meet its obligation  hereunder, the  Employer
will   contribute to  the  Trust the  funds  necessary to  provide the  benefits
hereunder or life  insurance   policies  covering the lives of the  Participants
or the funds necessary for the purchase of such policies.

               12.2.  Contributions  Immediately Before Change in Control of the
          Company.  Immediately  before a Change in Control of the Company,  the
          Company  shall  transfer to the Trust cash,  marketable  securities or
          other  property  having a fair market  value in an amount equal to the
          sum of the amounts,  determined by an actuary  selected by the Company
          and satisfactory to a majority of the  Participants,  using reasonable
          assumptions,  that will be  sufficient  to fund  fully the  Employer's
          obligations  to pay the full  amount  of all  benefits  to  which  the
          Participants (and their beneficiaries and spouses) may become entitled
          pursuant to the Plan.

               12.3.  General  Assets.  Notwithstanding  Sections  12.1 and 12.2
          above, however, the Employer's  obligations hereunder shall constitute
          general,  unsecured  obligations,  payable  solely out of its  general
          assets,  and no  Participant  or other  person shall have any right to
          specific assets.

ARTICLE XIII.  ADMINISTRATION

13.1.  Administration  by the Committee.  The Plan shall be administered  by the
Committee;  provided,  however,  that  any  member  of  the  Committee  who is a
Participant  in the Plan shall be precluded  from voting on any matter  relating
solely to his rights under the Plan.  The  Committee  shall have the  authority,
responsibility  and  discretion to interpret and construe the Plan and to decide
all questions arising thereunder,  including,  without limitation,  questions of
eligibility  for  participation,  eligibility  for  benefits and the time of the
distribution  thereof,  and shall have the authority to deviate from the literal
terms of the Plan to the extent the Committee shall determine to be necessary or
appropriate to operate the Plan in compliance  with the provisions of applicable
law.

               13.2.  Acceleration of Payments of Benefits. Upon a Participant's
          written  request on the basis of a  demonstrated  financial  hardship,
          subject solely to the Committee's discretion, which shall be uniformly
          applied, the Committee may accelerate the beginning date of payment of
          benefits  under  Section 3.4, if it  determines  such action is in the
          best interest of the Employer and the Participant.

                                      -16-

<PAGE>


ARTICLE XIV.  AMENDMENT AND TERMINATION

14.1.  Amendment.  The  Company  reserves  the  right, by action of its Board of
Directors,  to amend  the Plan at any  time,  in any  manner  whatsoever,  after
delivery of written  notification to all Participants  and to surviving  spouses
and  beneficiaries  then entitled to benefits of its intention and the effective
date thereof; provided,  however, that no such amendment shall operate to reduce
the benefit that any Participant who is participating at the time such amendment
is  adopted  would  otherwise  receive  hereunder  at  retirement,  or that  his
surviving spouse or beneficiary  would receive in the event of his death, and no
amendment  shall operate to limit the  Employer's  obligations in the event of a
Change in Control of the Company.

               14.2.  Termination  of  the  Plan.  Continuance  of the  Plan  is
          completely voluntary,  and is not assumed as a contractual  obligation
          of the  Company  or  other  Employer.  The  Company,  and  each  other
          Employer,  having adopted the Plan, shall have the right, at any time,
          prospectively  to discontinue  the Plan as to its eligible  employees;
          provided,  however,  that such termination shall not operate to reduce
          the benefit that any Participant who is participating at the time such
          amendment is adopted would otherwise  receive hereunder at retirement,
          or that his surviving spouse or beneficiary would receive in the event
          of his death.  Furthermore,  the  Company  shall not have the right to
          terminate  the  Plan as to  existing  Participants  (or the  surviving
          spouses or beneficiaries of deceased Participants) upon or following a
          Change in Control of the Company.

ARTICLE XV.  MISCELLANEOUS

15.1. Title to Assets. Title to and beneficial ownership of any assets,  whether
cash or  investments,  that the  Employer  may set aside or  earmark to meet its
obligations hereunder, shall at all times remain in the Employer;  provided that
legal  title to any  assets  placed in the  Trust  shall be in the  Trustee.  No
Participant,  surviving  spouse or  beneficiary  shall  under any  circumstances
acquire any property  interest in any specific  assets set aside in trust by the
Employer.  Any funds that may be invested under the provisions of the Plan shall
continue for all purposes to be a part of the general  funds of the Employer and
no person other than the Employer  shall by virtue of the provisions of the Plan
have any interest in such funds.  To the extent that any person acquires a right
to receive  payments  under the Plan,  such right  shall be no greater  than the
right of any unsecured general creditor of the Employer.

               15.2.  Non-alienation.  The right of a  Participant  or any other
          person to the payment of any benefit  hereunder shall not be assigned,
          transferred, pledged or encumbered.

               15.3. Incapacity.  If the Committee shall find that any person to
          whom any  payment  is due  under  the Plan is  unable  to care for his
          affairs because of illness or accident, or is a minor, any payment due
          (unless  a  prior  claim  therefor  shall  have  been  made  by a duly
          appointed  guardian,  committee or other legal  representative) may be
          paid to the spouse, a child, a parent,  or a brother or sister,  or to
          any person deemed by the  Committee to have incurred  expense for such
          person otherwise  entitled to payment,  in such manner and proportions
          as the Committee may  determine.  Any such payment shall be a complete
          discharge,  to the extent of the payment,  of the  liabilities  of the
          Plan, the Employer, the Committee, and the Trustee.

               15.4. No Employment Contract.  Nothing contained herein or in any
          Agreement  shall be construed as  conferring  upon a  Participant  the
          right to continue in the employ of the Employer in any capacity.

               15.5.  Succession.  The Plan and the related  Agreements shall be
          binding upon and inure to the benefit of the Company and the Employer,
          their  successors and assigns,  and the  Participants and their heirs,
          executors, administrators and legal representatives.

               15.6.  Gender and Number.  For purposes of the Plan, the singular
          shall include the plural and the masculine shall include the feminine,
          and vice versa.

               15.7.  Governing  Law. The Plan shall be construed in  accordance
          with and  governed by the laws of the  Commonwealth  of  Pennsylvania,
          except to the extent superseded by federal law.

                                      -17-

<PAGE>

                  IN WITNESS WHEREOF, Crown Cork & Seal Company, Inc. has caused
this  amendment and  restatement  of the Plan to be executed and attested by its
duly authorized officers as of the date first above written.


[CORPORATE SEAL]                                CROWN CORK & SEAL COMPANY, INC.



Attest:  /s/ Richard L. Krzyzanowski            By:  /s/ Alan W. Rutherford
         Secretary                                   Executive Vice President





                                      -18-

<PAGE>


                         CROWN CORK & SEAL COMPANY, INC.
                        SENIOR EXECUTIVE RETIREMENT PLAN

                                  SCHEDULE A-1

                      ACTUARIAL FACTORS USED IN CALCULATING
                                 LUMP SUM VALUES
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
Retirement                                                Interest Rate
-------------------------------------------------------------------------------------------------------------------------------
  Age    4.0%       4.5%       5.0%       5.5%       6.0%       6.5%       7.0%       7.5%       8.0%       8.5%       9.0%
-------------------------------------------------------------------------------------------------------------------------------
  <S>   <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>         <C>

  55    15.1133    14.3411    13.6338    12.9846    12.3874    11.8371    11.3288    10.8585    10.4225    10.0175     9.6408
  56    14.7897    14.0510    13.3732    12.7499    12.1756    11.6455    11.1551    10.7007    10.2788     9.8864     9.5209
  57    14.4583    13.7530    13.1045    12.5072    11.9558    11.4460    10.9737    10.5353    10.1278     9.7482     9.3942
  58    14.1191    13.4467    12.8275    12.2560    11.7277    11.2383    10.7842    10.3621     9.9691     9.6026     9.2603
  59    13.7720    13.1324    12.5421    11.9965    11.4911    11.0222    10.5864    10.1808     9.8025     9.4493     9.1189
  60    13.4175    12.8102    12.2487    11.7286    11.2462    10.7978    10.3804     9.9913     9.6279     9.2881     8.9699
  61    13.0563    12.4807    11.9476    11.4530    10.9933    10.5654    10.1664     9.7939     9.4455     9.1193     8.8133
  62    12.6892    12.1448    11.6397    11.1701    10.7330    10.3254     9.9449     9.5889     9.2556     8.9430     8.6495
  63    12.3174    11.8035    11.3258    10.8809    10.4661    10.0787     9.7164     9.3770     9.0587     8.7597     8.4787
  64    11.9421    11.4579    11.0070    10.5865    10.1936     9.8260     9.4817     9.1588     8.8554     8.5702     8.3015
  65    11.5648    11.1096    10.6848    10.2880     9.9166     9.5686     9.2421     8.9353     8.6468     8.3751     8.1189
  66    11.1873    10.7601    10.3607     9.9869     9.6365     9.3076     8.9986     8.7078     8.4339     8.1755     7.9316
  67    10.8112    10.4110    10.0361     9.6846     9.3546     9.0444     8.7525     8.4773     8.2178     7.9726     7.7409
  68    10.4378    10.0635     9.7123     9.3824     9.0722     8.7801     8.5047     8.2449     7.9994     7.7672     7.5473
  69    10.0676     9.7182     9.3897     9.0807     8.7896     8.5150     8.2558     8.0109     7.7791     7.5596     7.3514
  70     9.7008     9.3751     9.0685     8.7796     8.5069     8.2494     8.0059     7.7754     7.5570     7.3499     7.1532
  71     9.3368     9.0340     8.7483     8.4787     8.2239     7.9828     7.7545     7.5381     7.3327     7.1377     6.9523
  72     8.9750     8.6939     8.4284     8.1774     7.9397     7.7145     7.5010     7.2982     7.1056     6.9224     6.7480
  73     8.6151     8.3549     8.1086     7.8754     7.6543     7.4445     7.2452     7.0557     6.8754     6.7037     6.5401
  74     8.2577     8.0173     7.7895     7.5734     7.3682     7.1731     6.9876     6.8109     6.6426     6.4821     6.3289
  75     7.9041     7.6825     7.4722     7.2724     7.0823     6.9014     6.7290     6.5647     6.4080     6.2583     6.1152
  76     7.5560     7.3522     7.1584     6.9740     6.7984     6.6309     6.4712     6.3187     6.1730     6.0337     5.9004
  77     7.2156     7.0284     6.8502     6.6804     6.5183     6.3637     6.2159     6.0746     5.9395     5.8101     5.6862
  78     6.8846     6.7130     6.5494     6.3932     6.2439     6.1013     5.9648     5.8342     5.7090     5.5891     5.4740
  79     6.5645     6.4074     6.2573     6.1138     5.9765     5.8451     5.7193     5.5986     5.4829     5.3719     5.2652
  80     6.2561     6.1124     5.9749     5.8432     5.7171     5.5963     5.4803     5.3691     5.2622     5.1595     5.0608
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


                         CROWN CORK & SEAL COMPANY, INC.
                        SENIOR EXECUTIVE RETIREMENT PLAN

                                  SCHEDULE A-2

                       DESCRIPTIONS OF LUMP SUM VALUE AND
                          GROSS-UP PAYMENT CALCULATIONS

                  These are descriptions of (i) how the lump sum values of early
and  normal   retirement   benefits  are  calculated  for  Participants  in  the
Supplemental Executive Retirement Plan ("Plan"),  using the Monthly Life Annuity
Factors set forth in Schedule A-1, and (ii) how a gross-up payment is calculated
for  Participants  under Section 6.3.3 of the Plan.  THESE  DESCRIPTIONS ARE FOR
ILLUSTRATIVE  PURPOSES  ONLY. ALL  CALCULATIONS  OF LUMP SUM VALUES AND GROSS-UP
PAYMENTS ARE PREPARED IN ACCORDANCE WITH THE TERMS OF THE PLAN.

I.       BACKGROUND

                  Schedule A-1 is used to convert a monthly  annuity  value to a
present,  lump sum amount. In general,  the lump sum value of an annuity benefit
is determined by multiplying the monthly amount of a Participant's benefit by 12
(to determine the annual amount of the  Participant's  benefit).  This amount is
then  multiplied by the  applicable  factor from  Schedule  A-1. The  applicable
factor is determined by cross  referencing on Schedule A-1 the Participant's age
and the relevant interest rate. Therefore,  three variables must be known to use
Schedule  A-1:  (a) the amount of the  Participant's  monthly  annuity,  (b) the
Participant's age, and (c) the applicable interest rate.

                  The amount of the Participant's  monthly annuity is a function
of the  terms  of the  Plan.  If the lump sum  value  of a  Participant's  early
retirement  benefit is being determined,  for example,  it is first necessary to
actuarially reduce the Participant's  normal retirement  benefit, as provided in
Section  3.2 of the Plan,  using the early  retirement  reduction  factor in the
Crown  Salaried  Pension  Plan,  to determine  the monthly  annuity value of the
Participant's early retirement benefit. This monthly amount is then converted to
a lump sum value.

                  For purposes of Schedule A-1, the Participant's age is the age
on which the monthly  annuity  payments are  expected to start,  rather than the
Participant's age on the date the calculation is performed.  For instance,  if a
Participant  is age 55 and  would  like to  determine  the lump sum value of his
early  retirement  benefit  (which is payable  only upon  reaching  age 62), the
Participant's age, for purposes of Schedule A-1, is age 62, not age 55.

                  The applicable interest rate will be the then current interes
rate payable on 30-year U.S. Treasury Bonds.

<PAGE>

II.      CALCULATING THE LUMP SUM VALUE OF AN EARLY OR NORMAL RETIREMENT BENEFIT

                  Section  6.3.1 of the Plan  provides  that a  Participant  may
elect to  receive  between  1% and  100% of the  value  of his  early or  normal
retirement  benefit in a lump sum.  Accordingly,  to determine the amount that a
Participant  may elect to receive in a lump sum, it is  necessary to convert the
Participant's monthly annuity to a lump sum amount.

                  A.       LUMP SUM VALUE OF A NORMAL RETIREMENT BENEFIT

                  Assume for purposes of this example that a Participant  is age
65 and his monthly normal retirement benefit amount is $3,500.  Also assume that
the applicable interest rate is 6.5%.

                  As described  above,  the lump sum value of the  Participant's
annuity  benefit is  determined  by  multiplying  his  monthly  annuity  benefit
($3,500) by 12  ($42,000)  and then  multiplying  this amount by the  applicable
factor  from  Schedule  A-1.  The  applicable  factor  is  determined  by  cross
referencing the  Participant's age (65) and the relevant interest rate (6.5%) on
Schedule A-1, which,  in this case,  yields a factor of 9.5686.  Therefore,  the
lump sum  value of the  Participant's  normal  retirement  benefit  is  $401,881
($42,000 x 9.5686).  The Participant  would receive 50% of this amount in a lump
sum  ($200,940)  and a monthly  benefit  of $1,750  (i.e.,  the other 50% of his
normal retirement benefit).

               B.       LUMP SUM VALUE OF AN EARLY RETIREMENT BENEFIT

                  Assume for purposes of this example that a Participant  is age
62 and the monthly value of his normal retirement benefit is $3,500. Also assume
that the applicable interest rate is 7.5%.

                  To  determine  the lump sum value of the  Participant's  early
retirement benefit, his normal retirement benefit must be actuarially reduced to
reflect an annuity starting date of age 62, rather than age 65. Assume that this
yields a monthly early retirement  benefit of $3,000. The lump sum value of this
amount is determined in the same manner as described  above.  First, the monthly
annuity  benefit  ($3,000) is multiplied  by 12  ($36,000).  This amount is then
multiplied by the  applicable  factor  derived from Schedule A-1. The applicable
factor for an  individual  age 62 with an interest  rate  assumption  of 7.5% is
9.5889.  Therefore,  the lump sum value of the  Participant's  early  retirement
benefit is $345,200  ($36,000 x 9.5889).  The  Participant  would receive 50% of
this amount in a lump sum ($172,600) and a monthly benefit of $1,500 (i.e.,  the
other 50% of his early retirement benefit).

                                      -2-

<PAGE>


III.     LUMP SUM VALUE OF BENEFIT AFTER A CHANGE IN CONTROL

                  In addition to providing a partial lump sum distribution  upon
a  Participant's  normal  or early  retirement,  Section  6.3.2 of the Plan also
permits a Participant  to receive a total  distribution  of the present value of
the  Participant's  normal  retirement  benefit  in the  event of a  termination
following a Change in Control.  Section 6.3.3 further  provides that this amount
will be "grossed up" to compensate  the employee for the payment of taxes on the
distribution. Therefore, the calculation of payment upon termination following a
Change in Control  involves two parts: (a) the calculation of the lump sum value
of the Participant's  normal retirement benefit,  and (b) the calculation of the
amount of the additional gross-up payment.

               A.      CALCULATION OF PRESENT VALUE OF NORMAL RETIREMENT BENEFIT

                  The  calculation  for the  present  value  of a  Participant's
normal retirement benefit is similar to that described above.  However,  because
the Plan  provides  that the  Participant  will  receive a  distribution  of the
present  value of his normal  retirement  benefit,  the  Participant's  age, for
purposes  of  the  calculation,  will  always  be  his  normal  retirement  age,
regardless of his age on the date the  calculation  is  performed.  The lump sum
value of this benefit is then present valued using the applicable interest rate.

                  Assume  a   Participant is  age  55 and  has a  monthly normal
retirement benefit of  $2,750.  Also assume that the applicable interest rate is
6%.

                  To determine  the lump sum value of the  Participant's  normal
retirement  benefit,  his monthly  benefit at normal  retirement age ($2,750) is
multiplied by 12  ($33,000).  This amount is then  multiplied by the  applicable
factor derived from Schedule A-1. As noted above, the Participant's age for this
purpose is his normal  retirement  age (65) and not his  current  age (55).  The
applicable factor for an individual age 65 and an interest rate of 6% is 9.9166.
Therefore,  the lump sum value of the Participant's normal retirement benefit is
$327,248 ($33,000 x 9.9166).  However, Section 6.3.2 provides that a Participant
is entitled to receive only the present value of his normal retirement  benefit.
Because  the  value  determined  above  ($327,248)  is the lump sum value of the
Participant's  normal retirement benefit as if he were age 65 (i.e., 10 years in
the future), this amount must be present valued using the same 6% interest rate.
The present value of $327,248  paid  beginning 10 years in the future using a 6%
interest rate assumption is approximately $176,260. Accordingly, the Participant
would be entitled to a lump sum distribution of $176,260,  which is the present,
lump sum value of his normal retirement benefit.

                                      -3-

<PAGE>


                  B.       CALCULATION OF GROSS-UP PAYMENT

                  The amount of a gross-up payment is generally determined under
the following formula:

         Amount of Distribution     x            Tax Rate
                                           --------------------
                                              (1 - Tax Rate)

                  The "Tax Rate" for this purpose is the Participant's  marginal
tax rate,  taking into  account all federal,  state and local  taxes,  including
income, employment and excise taxes.

                  To continue the example above,  assume that the Participant is
entitled to a  distribution  of $176,260  and his  marginal tax rate is 45%. The
amount of the  gross-up  payment to which the  Participant  would be entitled is
equal to:

         $176,260    x       .45   =    $144,212.
                           ---------
                            1 - .45

                  Therefore, in the example the Participant would be entitled to
a lump sum  distribution of $176,260 and a gross-up  payment of $144,212.  Thus,
his total distribution would equal $320,472.

                                     * * *

June 1999












                                      -4-

<PAGE>
                        CROWN CORK & SEAL COMPANY, INC.
                        SENIOR EXECUTIVE RETIREMENT PLAN

                                   SCHEDULE B
                                   ----------

                              GROUP A PARTICIPANTS





Name                                           Effective Date of Participation

William J. Avery                               November 10, 1991
Michael J. McKenna                             November 10, 1991
Mark W. Hartman                                November 10, 1991
Ronald R. Thoma                                November 10, 1991
Richard L. Krzyzanowski                        November 10, 1991
Alan W. Rutherford                             April 29, 1993


                                     * * *


                              GROUP B PARTICIPANTS

Name                                           Effective Date of Participation

John W. Conway                                 July 28, 1994
William H. Voss                                December 12, 1996



                                     * * *


                              GROUP C PARTICIPANTS

Name                                           Effective Date of Participation

Craig L. Calle                                 December 11, 1997
Frank J. Mechura                               December 11, 1997
Robert J. Truitt                               December 11, 1997
Clint J. Waring                                December 11, 1997
Daniel A. Abramowicz                           December 10, 1998