[Crown Cork & Seal letterhead]

                                                              July 9, 1998



Compagnie Generale
      d'Industrie et de Participations
89, rue Taitbout
75009 Paris

Attention:  Michel Renault

Dear Mr. Renault:

     We  refer to  Section  3.1 of the  Stock  Purchase  Agreement,  dated as of
February  3,  1998,  between  Crown  Cork & Seal  Company,  Inc.  ("Crown")  and
Compagnie Generale d'Industrie et de Participations ("CGIP"). At CGIP's request,
solely  for  purposes  of  said  Section  3.1,  Crown  hereby  consents  to  the
Disposition by CGIP of CGIP's shares of Crown Common Stock,  par value $5.00 per
share (the "Crown Shares"),  to Morgan Guaranty Trust Company of New York or any
of its affiliates ("Morgan") in connection with a total return swap (the "Swap")
between CGIP and Morgan,  as  counterparty,  and to any sales of Crown Shares by
Morgan in connection  with such Swap  (including  short sales to hedge  Morgan's
exposure  under such Swap and sales of Crown Shares in the event of the physical
settlement  of such Swap),  provided  that any such sales by Morgan shall not be
made to any Purchasing Person who or which would immediately thereafter,  to the
best knowledge of CGIP, any of its Controlled Affiliates, or Morgan beneficially
own Voting Securities  representing three and one-half percent (3.5%) or more of
the Total  Voting  Power (the "Total  Voting  Power  Threshold")  and  provided,
further,  that the  restrictions  contained in this paragraph shall not prohibit
Morgan  from  transferring  Crown  Shares  obtained  in the event of a  physical
settlement  of such Swap to the extent that such  transfer is in  settlement  of
stock loans in connection with short sales by Morgan.

      Our consent is further  conditioned  on the  understanding  that CGIP will
retain sole  voting  power over the Crown  Shares  which are covered by the Swap
until  the  termination  of such  Swap,  and if after  such  termination  Morgan
beneficially owns


<PAGE>

Voting Securities representing at least the Total Voting Power Threshold, Morgan
shall in an orderly fashion  dispose of such number of Voting  Securities in the
manner  provided  above as shall be  necessary  to  reduce  Morgan's  beneficial
ownership  of Voting  Securities  to an amount less than the Total  Voting Power
Threshold.

       This consent shall be effective  upon the  execution of the  confirmation
relating   to  the  Swap  (the  "Swap   Agreement")(which   shall  be   executed
substantially  simultaneously with this consent),  a draft of which confirmation
has been  previously  provided to Crown,  and shall  remain in effect  until the
termination of the Swap Agreement in accordance with its terms.

       Capitalized  terms used in these  paragraphs and not defined herein shall
have the  meanings  that were  assigned  thereto in the  Shareholders  Agreement
between CGIP and Crown dated February 22, 1996.


                                        Sincerely,

                                        /s/ Craig R. L. Calle
                                        Craig R. L. Calle
                                        Senior Vice President - Finance
                                        and Treasurer


CRLC/ljj

cc:      W. Avery
         A. Rutherford
         W. Lawlor -  Dechert Price & Rhodes
         A. Chapin - Sullivan &  Cromwell