|EXHIBIT 4.q
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| | INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of March 2, 2001, among CROWN CORK
& SEAL COMPANY, INC., a Pennsylvania corporation (CCSC), each of
the other Subsidiary Borrowers (as defined in the Credit Agreement referred to below; the
Subsidiary Borrowers and CCSC being collectively called the Borrowers),
each Domestic Subsidiary of CCSC listed on Schedule I hereto (the
Guarantors) and THE CHASE MANHATTAN BANK (Chase), as
administrative agent (in such capacity, the Administrative Agent).
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Reference is
made to (a) the Credit Agreement dated as of February 4, 1997, as
amended and restated as of March 2, 2001 (as amended, supplemented or
otherwise modified from time to time, the Credit Agreement),
among CCSC, the other Borrowers, the lenders from time to time party thereto
(the Lenders) and the Administrative Agent and (b) the
U.S. Guarantee Agreement dated as of March 2, 2001 (as amended,
supplemented or otherwise modified from time to time, the Guarantee
Agreement), among the Guarantors and Chase, as collateral agent.

The Lenders have
agreed to make Loans to the Borrowers, and the Issuing Bank has agreed to issue
Letters of Credit for the account of the Borrowers, pursuant to, and upon the
terms and subject to the conditions specified in, the Credit Agreement. The
Guarantors have guaranteed such Loans and the other Obligations (as defined in
the Guarantee Agreement) pursuant to the Guarantee Agreement; the Guarantors
also have granted Liens on and security interests in certain of their
assets to secure the Obligations. The obligations of the Lenders to make Loans
and of the Issuing Bank to issue Letters of Credit are conditioned on, among
other things, the execution and delivery by the Borrowers and the Guarantors of
an agreement in the form hereof.

Accordingly, the
Borrowers, each Guarantor and the Administrative Agent agree as follows:

SECTION 1.
Indemnity and Subrogation. In addition to all such rights of indemnity
and subrogation as the Guarantors may have under applicable law (but subject to
Section 3), each Borrower agrees that (a) in the event a payment shall
be made by any Guarantor under the Guarantee Agreement on account of any
Obligation of such Borrower, such Borrower and CCSC shall indemnify such
Guarantor for the full amount of such payment and such Guarantor shall be
subrogated to the rights of the Person to whom such payment shall have been made
to the extent of such payment and (b) in the event any assets of any
Guarantor shall be sold pursuant to any Security Document to satisfy a claim of
any Secured Party on account of any Obligation of such Borrower,

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such Borrower and CCSC shall indemnify such Guarantor in an amount equal
to the greater of the book value or the fair market value of the assets so sold.

SECTION 2.
Contribution and Subrogation. Each Guarantor (a Contributing
Guarantor) agrees (subject to Section 3) that, in the event a
payment shall be made by any other Guarantor under the Guarantee Agreement or
assets of any other Guarantor shall be sold pursuant to any Security Document to
satisfy a claim described in Section 1 of any Secured Party and such
other Guarantor (the Claiming Guarantor) shall not have been
fully indemnified by the applicable Borrower or CCSC as provided in Sec
tion 1, the Contributing Guarantor shall indemnify the Claiming Guarantor
in an amount equal to the amount of such payment or the greater of the book
value or the fair market value of such assets, as the case may be, in each case
multiplied by a fraction of which the numerator shall be the net worth of the
Contributing Guarantor on the date hereof and the denominator shall be the
aggregate net worth of all the Guarantors on the date hereof (or, in the case of
any Guarantor becoming a party hereto pursuant to Section 12, the date of
the Supplement hereto executed and delivered by such Guarantor). Any
Contributing Guarantor making any payment to a Claiming Guarantor pursuant to
this Section 2 shall be subrogated to the rights of such Claiming Guarantor
under Section 1 to the extent of such payment.

SECTION 3.
Subordination. Notwithstanding any provision of this Agreement to the
contrary, all rights of the Guarantors under Sections 1 and 2 and all other
rights of indemnity, contribution or subrogation under applicable law or
otherwise shall be fully subordinated to the indefeasible payment in full in
cash of the Obligations. No failure on the part of CCSC, any Borrower or any
Guarantor to make the payments required by Sections 1 and 2 (or any other
payments required under applicable law or otherwise) shall in any respect limit
the obligations and liabilities of any Guarantor with respect to its obligations
hereunder, and each Guarantor shall remain liable for the full amount of the
obligations of such Guarantor hereunder.

SECTION 4.
Termination. This Agreement shall survive and be in full force and effect
so long as any Obligation is outstanding and has not been indefeasibly paid in
full in cash, and so long as the LC Exposure has not been reduced to zero or any
of the commit ments to make Loans or issue Letters of Credit under the Credit
Agreement have not been terminated, and shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any Obligation is rescinded or must otherwise be restored by any Secured
Creditor or any Guarantor upon the bankruptcy or reorganization of any Borrower,
any Guarantor or otherwise.

SECTION 5. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.

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SECTION 6. Waivers;
Amendment. (a) No failure or delay on the part of the Administrative Agent or any
Guarantor in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power by the Administrative
Agent or any Guarantor preclude any other or further exercise thereof or the exercise of
any other right or power. The remedies of the Administrative Agent and the Guarantors
hereunder are cumulative and are not exclusive of any other rights or remedies that they
would otherwise have. No waiver of any provisions of this Agreement or consent to any
departure therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given.

(b)  Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into among the
Borrowers, the Administrative Agent and the Guarantor with respect to which such
waiver, amendment or modification is to apply, subject to any consents required
in accordance with Section 10.08 of the Credit Agreement.

SECTION 7. Notices. All
communications and notices hereunder shall be in writing and given as provided in the
Guarantee Agreement and addressed as specified therein.

SECTION 8.
Successors and Assigns; Binding Agreement; Assignments; Several
Agreement. Whenever in this Agreement any of the parties hereto is referred
to, such reference shall be deemed to include the successors and assigns of such
party; and all covenants, promises and agreements by or on behalf of the parties
hereto that are contained in this Agreement shall bind and inure to the benefit
of their respective successors and assigns. This Agreement shall become
effective as to the Borrowers or any Guarantor when a counterpart hereof
executed on behalf of any such party shall have been delivered to the
Administrative Agent and a counterpart hereof shall have been executed on behalf
of the Administrative Agent, and thereafter shall be binding upon the Borrowers,
such Guarantor and the Administrative Agent and their respective successors and
assigns, and shall inure to the benefit of the Borrowers, such Guarantor, the
Administrative Agent and the Secured Parties, and their respective successors
and assigns, except that no Borrower nor any Guarantor shall have the right to
assign its rights or obligations here under (and any such attempted assignment
shall be void), except as expressly contemplated by this Agreement or the other
Loan Documents. Notwithstanding the foregoing, at the time any Guarantor is
released from its obligations under the Guarantee Agreement and any Security
Documents to which it is a party in accordance with the Loan Documents, such
Guarantor will cease to have any rights or obligations under this Agreement.
This Agreement shall be construed as a separate agreement with respect to each
Guarantor and may be amended, modified, supplemented,

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waived or released with respect to any Guarantor without the approval of
any other Guarantor and without affecting the obligations of any other Guarantor
hereunder.

SECTION 9.
Survival of Agreement; Severability. (a)  All covenants and
agreements made by the Borrowers and each Guarantor herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement or the other Loan Documents shall be considered to
have been relied upon by the Administrative Agent, the Secured Parties and each
Guarantor and shall survive the making by the Lenders of the Loans and the
issuance of the Letters of Credit by the Issuing Bank, and shall continue in
full force and effect until this Agreement shall terminate.

(b) Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

SECTION 10.
Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. Delivery of an executed signature page to this Agreement by
telecopy shall be as effective as delivery of a manually signed counterpart of
this Agreement.

SECTION 11.
Rules of Interpretation. The rules of interpretation specified in
Section 1.03 of the Credit Agreement shall be applicable to this Agreement.
Section headings used herein are for convenience of reference only, are not part
of this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting this Agreement.

SECTION 12.
Additional Guarantors. Pursuant to Section 5.11 of the Credit
Agreement, each Domestic Subsidiary of CCSC that was not in existence or not
such a Domestic Subsidiary on the date of the Credit Agreement is required to
enter into this Agreement as a Guarantor upon becoming such a Domestic
Subsidiary. Upon execution and delivery by the Administrative Agent and a
Domestic Subsidiary of an instrument in the form of Annex 1 hereto, such
Domestic Subsidiary shall become a Guarantor here under with the same force and
effect as if originally named as a Guarantor hereunder. The execution and
delivery of any instrument adding an additional Guarantor as a party to this
Agreement shall not require the consent of any Guarantor hereunder. The rights
and obligations of each Guarantor hereunder shall remain in full force and
effect notwithstanding the addition of any new Guarantor as a party to this
Agreement.

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IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized officers as of the date first appearing above.

| |                                  |                                                                     
| | -------------------------------- | --------------------------------------------------------------------
| | CROWN CORK & SEAL COMPANY, INC.,
| | by                               | /s/ A.W. RutherfordName: A.W. Rutherford
Title: Authorized Signatory
| |                                  |                                                                     

| |                       |                                                                     
| | --------------------- | --------------------------------------------------------------------
| | SUBSIDIARY BORROWERS,
| | by                    | /s/ A.W. RutherfordName: A.W. Rutherford
Title: Authorized Signatory
| |                       |                                                                     

| |                                                       |                                                                       
| | ----------------------------------------------------- | ----------------------------------------------------------------------
| | EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,
| | by                                                    | /s/ Michael B. BurnsName: Michael B. Burns
Title: Authorized Signatory
| |                                                       |                                                                       

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| |                                                    |                                                                         
| | -------------------------------------------------- | ------------------------------------------------------------------------
| | THE CHASE MANHATTAN BANK, as Administrative Agent,
| | by                                                 | /s/ Thomas H. KozlarkName: Thomas H. Kozlark
Title: Authorized Signatory
| |                                                    |                                                                         

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