RESTRICTED STOCK AGREEMENT


                                   Background


         Crown Cork & Seal Company, Inc. (the "Company") desires to encourage
the highest level of performance from __________ ("Mr. __________") as an
executive officer of the Company by providing Mr. __________ a proprietary
interest in the Company's success and progress. Accordingly, the Company has
determined to grant Mr. __________ _____ shares of the Company's common stock,
subject to restrictions designed to retain Mr. __________'s services and
encourage the highest level of performance. Therefore, the Company and Mr.
__________, both intending to be legally bound, hereby agree as follows:

                                    Agreement

1. The Company, immediately following the execution of this Agreement, will
issue or transfer _____ shares of the Company's common stock (the "Stock") to
Mr. __________ (the "Grant"). The Grant shall consist of a certificate for ___
shares registered in Mr. __________'s name, subject to the restrictions set
forth herein.

2. The Company will deliver to the Treasurer or the Secretary of the Company
(the "Secretary") a stock certificate, representing ___ shares of Stock, showing
Mr. __________ as the registered owner of such Stock (the "Certificate"), to be
held in escrow in accordance with the terms of this agreement.

3. Simultaneously with the delivery of the Certificate described above, Mr.
__________ will sign and deliver to the Secretary an undated stock power with
respect to the Certificate, authorizing the Secretary to transfer title to the
Certificate to the Company, in case Mr. __________ ceases to be an executive
officer of the Company.

4. Mr. __________ will be considered a shareholder with respect to the escrowed
Stock and will have all corresponding rights, including the right to vote the
Stock and to receive all dividends and other distributions with respect to the
Stock, except that Mr. __________ will have no right to sell, exchange,
transfer, pledge, hypothecate or otherwise dispose of any


<PAGE>

escrowed stock, and Mr. __________'s rights in the escrowed Stock will be
subject to forfeiture as provided in paragraph 6(a) of this Agreement.

5. Mr. __________ will vest in the Stock on March 15, 2001. On such date, the
escrow will terminate and the Secretary will deliver the Certificate to Mr.
__________ as soon as practicable. If, on or before March 15, 2001, any of the
conditions described in paragraph 6(a) of this Agreement have occurred, and Mr.
_________ has not previously vested in the Stock pursuant to paragraph 6(b)
below, Mr. __________ shall not vest in the Stock and shall forfeit all rights
with respect to any such Stock. Title to all such forfeited Stock shall, at the
direction of the Company, be transferred back to the Company.

6. (a) Mr. __________ shall forfeit all escrowed Stock upon the termination of
his service as an executive officer for any reason, whether voluntary or
involuntary, other than by reason of death or permanent physical or mental
disability as determined by the Board of Directors of the Company, or upon any
attempt by Mr. __________ to sell, exchange, transfer, pledge, hypothecate or
otherwise dispose or encumber any of the escrowed Stock.

    (b) In the event of (i) Mr.__________'s death or disability as described
above, or (ii) a Change in Control (as such term is defined in the Employment
Agreement, effective as of January 3, 2000, between the Company and Mr.
__________) of the Company, Mr. __________ shall vest in the Stock immediately,
the escrow shall terminate and the Secretary shall deliver the Certificate to
Mr. __________ or his personal representative as soon as practicable thereafter.

7. Mr. __________ represents that he is acquiring the Stock for investment and
not with a view to distribution. All shares of Stock issued to Mr. __________ or
his personal representative from the Secretary shall be transferred in
accordance with all applicable laws, regulations or listing requirements of any
national securities exchange, and the Company may take all actions necessary or
appropriate to comply with such requirements including, without limitation,
withholding federal income and other taxes with respect to such Stock;
restricting (by legend or otherwise) such Stock as shall be necessary or
appropriate, in the opinion of counsel for the Company, to comply with
applicable federal and state securities laws, which restrictions shall continue
to apply after the delivery of a Certificate for the Stock to Mr. __________ or
his personal representative; and postponing the issuance or delivery of any
Stock. Notwithstanding


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<PAGE>
any provision in this Agreement to the contrary, the Company shall not be
obligated to issue or deliver any Stock if such action violates any provision of
any law or regulation of any governmental authority or any national securities
exchange.



















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<PAGE>

          This Agreement is entered into this ____ day of March, 2000.


Attest:                                  CROWN CORK & SEAL COMPANY, INC.


___________________________              By ______________________
                                             Name:
                                             Title:


___________________________              ___________________________
       Witness                           Mr. __________












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