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                                                                   EXHIBIT 10.33


                                CHANGE IN CONTROL
                                    AGREEMENT

         THIS AGREEMENT (the "Agreement"), made and entered into this 3rd day of
February, 2000 (the "Effective Date"), by and among Roger B. Farley (the
"Executive") and U.S. Can Company, a Delaware Corporation, having its principal
offices at 900 Commerce Drive, Oak Brook, Illinois 60523 (the "Company"), and
U.S. Can Corporation, a Delaware corporation, having its principal offices at
900 Commerce Drive, Oak Brook, Illinois 60523 ("U.S. Can");

                                WITNESSETH THAT:

         WHEREAS, the Company wishes to assure itself of the continuity of the
Executive's services prior to, and in the event of a Change in Control (as
described below); and

         WHEREAS, the Company, U.S. Can, and the Executive accordingly desire to
enter into this Agreement providing for certain rights and benefits if a "Change
in Control" occurs during the "Agreement Term," including certain employment
rights during the "Employment Period" that follows a Change in Control, and
certain separation benefits in the event of the Executive's termination of
employment under specified circumstances during the Employment Period, subject
to the terms and conditions set forth below; and

         WHEREAS, this Agreement provides that, under certain circumstances, the
Executive is to be granted awards based on the common stock of U.S. Can ("U.S.
Can Stock") under one or more plans maintained by U.S. Can;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, IT IS HEREBY COVENANTED AND AGREED by the Executive, the
Company and U.S. Can as follows:

         1. Definitions. Terms used in this Agreement shall be defined as set
forth below:

(a)      For purposes of this Agreement, the term "Affiliate" shall mean the
         Company and any of its "affiliates" as that term is defined in the
         Securities Exchange Act of 1934, as amended.

(b)      The "Agreement Term" shall begin on the Effective Date and shall
         continue through December 31, 2001, subject to the following:

         (i)      As of December 31, 2001, and on each December 31 thereafter,
                  the Agreement Term shall automatically be extended for one
                  additional year unless, not later than the preceding October
                  31, either party shall have given notice that such party does
                  not wish to extend the Agreement Term.

         (ii)     If a Change in Control (as defined in paragraph 12) occurs
                  during the Agreement Term (as it may be extended from time to
                  time), the Agreement Term shall continue for a period of
                  twenty-four calendar months beyond the calendar month in which
                  such Change in Control occurs and, following an extension in





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                  accordance with this paragraph (ii), no further extensions
                  shall occur under paragraph 1(b)(i).

         (iii)    If a Change in Control described in the first clause in the
                  definition of Change in Control in paragraph 12 (relating to
                  the acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                  Exchange Act of 1934, as amended) of a block of thirty percent
                  (30%) or more of the shares of the then outstanding common
                  stock of U.S. Can occurs during the Agreement Term (as it may
                  be extended from time to time), but the Board of Directors of
                  U.S. Can thereafter determines that the such acquisition will
                  not substantially affect the control of U.S. Can, then such
                  Board may reduce the 24-month extension period set forth in
                  paragraph (ii) next above; provided that the Agreement Term
                  may not end earlier than six (6) months after such notice of
                  reduction is provided by the Board or, if earlier, the date
                  such Agreement Term would end in the absence of action under
                  this paragraph (iii).

(c)  The term "Change in Control" shall have the meaning ascribed to it in
     paragraph 12.

(d)  The term "Cause" shall have the meaning ascribed to it in paragraph 5(c).

(e)  "Date of Termination" means the last day the Executive is employed by the
     Company, provided that the Executive's employment is terminated in
     accordance with the provisions of paragraph 5.

(f)  The Executive shall be considered "Disabled" during any period in which he
     has a physical or mental disability which renders him incapable, after
     reasonable accommodation, of performing his duties under this Agreement.
     The Executive shall be considered "Permanently Disabled" during any period
     in which (i) he has a physical or mental disability which renders him
     incapable, after reasonable accommodation, of performing his duties under
     this Agreement; (ii) such disability is determined by the Executive's
     Supervisor to be of a long-term nature; and (iii) the Executive is eligible
     for income replacement benefits under the Company's long-term disability
     plan during such period of disability. In the event of a dispute as to
     whether the Executive is Disabled or Permanently Disabled, the Company may
     refer the same to a licensed practicing physician of the Company's choice,
     and the Executive agrees to submit to such tests and examinations as such
     physician shall deem appropriate.

(g)  The "Employment Period" is the period commencing on the date of the Change
     in Control and ending on the last day of the Agreement Term.

(h)  The term "Good Reason" shall have the meaning ascribed to it in paragraph
     5(d).

(i) The Executive's "Supervisor" shall be Paul W. Jones, Chairman & CEO.

(j) "U.S. Can Stock" is common stock of U.S. Can or a successor to U.S. Can.


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         2. Employment After a Change in Control. If a Change in Control occurs
during the Agreement Term, and the Executive is in the employ of the Company on
the date of the Change in Control, the Company hereby agrees to continue the
Executive in its employ for the Employment Period, subject to the following:

(a)      Subject to the terms of this Agreement, the Company hereby agrees to
         employ the Executive during the Employment Period, and the Executive
         hereby agrees to remain in the employ of the Company during the
         Employment Period.

(b)      During the Employment Period, while the Executive is employed by the
         Company, the Executive shall devote his full time, energies and talents
         to serving in the position with the Company as in effect immediately
         prior to the Change in Control, or in such other position to which the
         Executive may be appointed by the Executive's Supervisor from time to
         time; provided that in no event shall the Executive be appointed to a
         position having a rank of less than the rank he held immediately prior
         to the Change in Control. To the extent the Company determines to be
         necessary or appropriate, the Company may change the Executive's
         Supervisor, and the Executive's reporting relationships.

(c)      The Executive agrees that he shall perform his duties faithfully and
         efficiently subject to the directions of the Executive's Supervisor.
         The Executive's duties may include providing services for both the
         Company and the Affiliates, as determined by the Executive's
         Supervisor; provided that the Executive shall not, without his consent,
         be assigned duties that would be inconsistent with his position
         determined in accordance with paragraph 2(b). The Executive shall have
         such authority, power, responsibilities and duties as are inherent in
         his position(s) (and the undertakings applicable to his position(s))
         and necessary to carry out his responsibilities and the duties required
         of him hereunder. If the Executive's duties change between the
         Effective Date and the date immediately prior to a Change in Control,
         the Executive's duties immediately prior to the Change in Control shall
         govern the application of this paragraph 2. However, if (i) the
         Executive's duties are changed, (ii) the change is materially related
         to a Change in Control, and (iii) the Executive does not consent to the
         change in duties in writing, the determination of the Executive's
         duties prior to the time they are so changed shall be used in applying
         the provisions of the preceding sentence.

(d)      Notwithstanding the foregoing provisions of this paragraph 2, during
         the Agreement Term, the Executive may devote reasonable time to
         activities other than those required under this Agreement, including
         the supervision of his personal investments, and activities involving
         professional, charitable, community, educational, religious and similar
         types of organizations, speaking engagements, membership on the boards
         of directors of other organizations, and similar types of activities,
         to the extent that such other activities do not, in the judgment of his
         Supervisor, inhibit or prohibit the performance of the Executive's
         duties under this Agreement, or conflict in any material way with the
         business of the Company or any Affiliate ; provided, however, that the



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         Executive shall not serve on the board of any business, or hold any
         other position with any business, without the consent of his
         Supervisor.

(e)      Subject to the terms of this Agreement, the Executive shall not be
         required to perform services under this Agreement during any period
         that he is Disabled. During the period in which the Executive is
         Disabled, the Company may appoint a temporary replacement to assume the
         Executive's responsibilities.

         3. Compensation During the Employment Period. Subject to the terms of
this Agreement, during the Employment Period, while the Executive is employed by
the Company, the Company shall compensate him for his services as follows:

(a)      Salary. The Executive shall receive, for each twelve (12) consecutive
         month period beginning on the Effective Date and each anniversary
         thereof, in substantially equal monthly or more frequent installments,
         an annual base salary at a rate which is not less than his highest
         annual base Salary rate during the one-year period prior to the date of
         the Change in Control (the "Salary"). The Executive's Salary rate shall
         be reviewed annually by the Executive's Supervisor. In no event shall
         the Salary rate of the Executive be reduced to an amount that is less
         than the amount specified in this paragraph (a).

(b)      Incentive Compensation. The Executive shall participate in the
         Company's Management Incentive Plan on terms that are comparable to the
         terms applicable to the Company's other senior executives from time to
         time; provided that, for each performance period under the Company's
         Management Incentive Plan in which any portion of the Employment Period
         occurs, the Executive shall be provided with an opportunity for an
         incentive payment equal to not less than the greatest incentive
         compensation opportunity provided to the Executive during the one-year
         period prior to the Change in Control.

(c)      Options.

         (i) The Executive shall be granted options to purchase U.S. Can Stock
         at such times as options are granted to the Company's other senior
         executives, and shall be subject to such terms as are comparable to
         other senior executives of the Company; provided that the Executive
         shall receive annual option grants having a value (using a
         Black-Scholes or similar methodology) that is comparable to the average
         annual value of grants received by the Executive during the two-year
         period prior to the Change in Control.

         (ii) If the Executive is in the employ of the Company on the date of a
         Change in Control, then any options to purchase U.S. Can Stock then
         held by the Executive that are not then exercisable shall become
         immediately exercisable, and shall remain exercisable until the
         expiration of the option in accordance with its terms.

(d)      Life Insurance. The Company shall obtain term life insurance coverage
         on the Executive's life providing not less than two times the
         Executive's base salary in death benefits. Death benefits under such
         coverage shall be payable to the beneficiary named


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         by the Executive. During the period of the Executive's employment with
         the Company, the Company shall pay the premiums with respect to such
         policy.

(e)      Disability Income. The Executive shall receive from the Company
         disability income replacement coverage which will provide for
         replacement of income according to the Company's plans and arrangements
         in effect at the time of the disability during any period in which the
         Executive is Disabled if the disability arose during the Employment
         Period and prior to the Executive's Date of Termination. During any
         period while the Executive is Disabled and is otherwise entitled to
         receive Salary and other amounts under this Agreement (including
         payment in lieu of Salary or other amounts pursuant to paragraph 6(b)
         or 6(c)), any such Salary and other amounts (or such payments in lieu
         of Salary and other amounts) to the Executive shall be reduced by the
         amount of any benefits paid for the same period of time under the
         Company-provided disability income replacement coverage.

(f)      Expenses. Subject to the Company's rules and procedures as in effect
         from time to time, the Executive is authorized to incur reasonable
         expenses for entertainment, traveling, meals, lodging and similar items
         in the course of his employment. The Company will reimburse the
         Executive for all reasonable expenses so incurred in accordance with
         the Company's policies.

(g)      Vacation and Holidays. During each year of the Employment Period, the
         Executive shall be entitled to not less than the amount of paid
         vacation he was entitled to receive prior to the Change in Control,
         plus the paid holidays observed by the Company.

(h)      Benefits. Except as otherwise specifically provided to the contrary in
         this Agreement, the Executive shall be provided with the health,
         welfare, retirement and other fringe benefits to the same extent and on
         substantially the same terms as those benefits are provided by the
         Company from time to time to the Company's other senior management
         employees. However, the Company shall not be required to provide a
         benefit under this paragraph (h) if such benefit would duplicate (or
         otherwise be of the same type as) a benefit specifically required to be
         provided under another provision of this Agreement. The Executive shall
         complete all forms and physical examinations, and otherwise take all
         other similar actions to secure coverage and benefits described in this
         paragraph 3, to the extent reasonably determined to be necessary or
         appropriate by the Company.

Compensation and benefit amounts due from the Company under this paragraph 3 may
be provided to the Executive by an Affiliate; provided, however, that the
Company shall be relieved of the obligation to provide such compensation or
benefit amounts only to the extent that they are in fact provided by the
Affiliate.

         4. Tax Limitations. If, during the Agreement Term, any payment or
benefit to which the Executive is entitled from the Company, any affiliate, or
trusts established by the Company or by any affiliate (the "Payments," which
shall include, without limitation, the vesting of an option or other non-cash
benefit or property) are more likely than not to result in a loss of a



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deduction to the Company by reason of section 280G of the Internal Revenue Code
of 1986 or any successor provision to that section, the Payments shall be
reduced to the extent required to avoid such loss of deduction. The Executive
shall be entitled to select the order in which payments are to be reduced in
accordance with the preceding sentence. If requested by the Executive, the
Company shall provide complete compensation and tax data on a timely basis to
the Executive and to an accounting or law firm designated by the Executive in
order to enable the Executive to determine the extent to which payments from the
Company and its affiliates may result in a loss of a deduction, and the Company
shall reimburse the Executive for any reasonable expenses incurred by the
Executive for such purpose. If the Executive and the Company shall disagree as
to whether a payment under this Agreement is more likely than not to result in
the loss of a deduction, the matter shall be resolved by an opinion of tax
counsel chosen by the Company's independent auditors. The Company shall pay the
fees and expenses of such counsel, and shall make available such information as
may be reasonably requested by such counsel to prepare the opinion. If, by
reason of the limitations of this paragraph 4, the maximum amount payable to the
Executive under this Agreement cannot be determined prior to the due date for
such payment, the Company shall pay on the due date the undisputed amount which
it in good faith determines to be payable and shall pay the remaining amount,
with interest at a rate, compounded semi-annually, equal to 120% of the
applicable Federal rate determined under section 1274(d) of the Internal Revenue
Code of 1986, as soon as such remaining amount is determined in accordance with
this paragraph 4.

         5. Termination. The Executive's employment with the Company during the
Employment Period may be terminated by the Company or the Executive without any
breach of this Agreement only under the circumstances described in paragraphs
5(a) through 5(f):

(a)      Death. The Executive's employment hereunder will terminate upon his
         death.

(b)      Permanent Disability. The Company may terminate the Executive's
         employment during any period in which he is Permanently Disabled. In
         the event of a dispute as to whether the Executive is Permanently
         Disabled, the Company may refer the same to a licensed practicing
         physician selected by the Company and reasonably acceptable to the
         Executive, and the Executive agrees to submit to such tests and
         examination as such physician shall deem appropriate.

(c)      Cause. The Company may terminate the Executive's employment hereunder
         at any time for Cause. For purposes of this Agreement, the term "Cause"
         shall mean:

         (i)      the willful and continued failure by the Executive to
                  substantially perform his duties with the Company after notice
                  and failure to cure; or

         (ii)     willful gross misconduct that is materially and demonstrably
                  injurious to the Company or the Affiliates.

(d)      Constructive Discharge.  If:



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         (i)      the Executive provides written notice to the Company of the
                  occurrence of Good Reason within a reasonable time after the
                  Executive has knowledge of the circumstances constituting Good
                  Reason, which notice shall identify in reasonable detail the
                  circumstances which the Executive believes constitute Good
                  Reason;

         (ii)     the Company fails to notify the Executive of the Company's
                  intended method of correction within 14 days after the Company
                  receives the notice, or the Company fails to reasonably
                  correct the circumstances within 14 days after such notice
                  (except that no such opportunity to reasonably correct shall
                  be applicable if the circumstances constituting Good Reason
                  are those described in paragraph (III) below, relating to
                  relocation); and

         (iii)    the Executive resigns within a reasonable time after receiving
                  the Company's response, if such notice does not indicate an
                  intention to correct such circumstances; or within a
                  reasonable time after the Company fails to reasonably correct
                  such circumstances;

         then the Executive shall be considered to have been subject to a
         Constructive Discharge by the Company. For purposes of this Agreement,
         "Good Reason" shall mean, without the Executive's express written
         consent (and except in consequence of a prior termination of the
         Executive's employment), the occurrence of any of the following
         circumstances:

         (I)      Assignment of duties, responsibilities, or status inconsistent
                  with those specified in the Agreement (provided that a change
                  in the Executive's reporting relationship shall not constitute
                  "Good Reason").

         (II)     A reduction in the Executive's Salary rate to an amount that
                  is less than what is required by the Agreement.

         (III)    The relocation of the Executive's base office to an office
                  that is more than 50 miles from the Executive's base office
                  immediately prior to the Change in Control.

         (IV)     The failure of a successor to assume this Agreement in
                  accordance with paragraph 18.

         (V)      Any attempt by the Company or a successor to terminate the
                  Executive's employment that is not materially in accordance
                  with this Agreement.

(e)      Termination by Executive. The Executive may terminate his employment
         hereunder at any time for any reason by giving the Company thirty (30)
         days prior written Notice of Termination, provided that nothing in this
         Agreement shall require the Executive to specify a reason for any such
         termination. However, to the extent that the procedures specified in
         paragraph 5(d) are required, the procedures of this paragraph 5(e) may
         not be used in lieu of the procedures required under paragraph 5(d).



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(f)      Termination by Company. The Company may terminate the Executive's
         employment hereunder at any time for any reason, by giving the
         Executive prior written Notice of Termination, which Notice of
         Termination shall be effective immediately, or such later time as is
         specified in such notice. The Company shall not be required to specify
         a reason for the termination under this paragraph 5(f), provided that
         termination of the Executive's employment by the Company shall be
         deemed to have occurred under this paragraph 5(f) only if it is not for
         reasons described in paragraph 5(b), 5(c), 5(d), or 5(e).

(g)      Notice of Termination. Any termination of the Executive's employment by
         the Company or the Executive must be communicated by a written Notice
         of Termination to the other party hereto. A "Notice of Termination"
         shall be dated, indicate the Date of Termination (not earlier than the
         date on which the notice is provided), indicate the specific
         termination provision in this Agreement relied on, and set forth in
         reasonable detail the facts and circumstances, if any, claimed to
         provide a basis for termination of the Executive's employment.

(h)      Effect of Termination. If, on the Date of Termination, the Executive is
         a member of the Board of Directors of the Company or any of the
         Affiliates, or holds any other position with the Company and the
         Affiliates, the Executive shall resign from all such positions as of
         the Date of Termination.

         6. Rights Upon Termination. The Executive's right to payment and
         benefits under this Agreement for periods after his Date of Termination
         shall be determined in accordance with the following provisions of this
         paragraph 6:

(a)      If the Executive's Date of Termination occurs during the Employment
         Period for any reason, then:

         (i)      The Executive shall receive his Salary from the Company for
                  the period ending on the Date of Termination.

         (ii)     The Executive shall receive payment for unused vacation days
                  from the Company, as determined in accordance with Company
                  policy as in effect from time to time.

         (iii)    If the Date of Termination occurs after the end of a
                  performance period and prior to the payment of the incentive
                  compensation award (as described in paragraph 3(b)) for the
                  period, the Executive shall be paid such incentive
                  compensation award at the regularly scheduled time.

         (iv)     Any other payments or benefits to be provided to the Executive
                  by the Company pursuant to any employee benefit plans or
                  arrangements adopted by the Company, to the extent such
                  amounts are due from the Company.



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         Except as may otherwise be expressly provided to the contrary in this
         Agreement, nothing in this Agreement shall be construed as requiring
         the Executive to be treated as employed by the Company for purposes of
         any employee benefit plan or arrangement following the date of the
         Executive's Date of Termination.

(b)      If the Executive's Date of Termination occurs during the Employment
         Period under circumstances described in paragraph 5(a) (relating to the
         Executive's death) or paragraph 5(b) (relating to the Executive's being
         Permanently Disabled), then, in addition to the amounts payable in
         accordance with paragraph 6(a):

         (i)      The Executive (or his estate) shall receive from the Company a
                  lump sum payment of not less than twelve (12) months of Salary
                  (based on the Salary rate in effect on the Date of
                  Termination; provided, however, that if the Date of
                  Termination occurs because of the Executive's death, then the
                  amount otherwise payable under this paragraph (i) shall be
                  reduced (but not below zero) by the amount of any life
                  insurance benefits payable with respect to the Executive to
                  the estate or beneficiaries of the Executive under any program
                  maintained by the Company or the Affiliates.

         (ii)     The Executive (or his estate) shall receive from the Company
                  payment of the award under the Company's Management Incentive
                  Plan for the performance period in which the Date of
                  Termination occurs, based on actual performance for the entire
                  period; provided, however, that such award shall be subject to
                  a pro-rata reduction to reflect the portion of the performance
                  period following the Date of Termination. Payment under this
                  paragraph (ii) of any amount shall be made at the regularly
                  scheduled time for payment of such amounts to active employees
                  and on a non-discriminatory basis.

(c)      If the Executive's Date of Termination occurs during the Employment
         Period under circumstances described in paragraph 5(d) (relating to
         Constructive Discharge) or paragraph 5(f) (relating to termination by
         the Company without Cause), then:

         (i)      As soon as practicable (but in no event later than ten
                  business days) after the Date of Termination, the Executive
                  shall receive from the Company a lump sum payment equal to the
                  sum of all of the Salary payments the Executive would have
                  received (based on the Salary rate in effect on the Date of
                  Termination) if he remained in the employ of the Company until
                  the Eighteen (18) month anniversary of the Date of
                  Termination.

         (ii)     Provided that the Executive is not in actual or threatened
                  breach of any of the covenants contained in the Employee
                  Agreement described in paragraph 10, the Executive shall
                  receive from the Company payment of the award under the
                  Company's Management Incentive Plan for the performance period
                  in which the Date of Termination occurs, based on actual
                  performance for the entire period;






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                  provided, however, that such award shall be subject to a
                  pro-rata reduction to reflect the portion of the performance
                  period following the Date of Termination. Payment, if any,
                  under this paragraph (ii) of any amount shall be made at the
                  regularly scheduled time for payment of such amounts to active
                  employees, and on a non-discriminatory basis.

         Notwithstanding the foregoing provisions of this paragraph 6, no
         payment will be made or benefit provided under this paragraph 6(c)
         unless (i) the Executive first executes a release in the form attached
         as Supplement A to this Agreement, and (ii) to the extent any portion
         of such release is subject to the seven-day revocation period
         prescribed by the Age Discrimination in Employment Act, as amended, or
         to any similar revocation period in effect on the date of termination
         of the Executive's employment, such revocation period has expired.

(d)      If the Executive's Date of Termination occurs during the Employment
         Period under circumstances described in paragraphs 5(c) (relating to
         Cause) or 5(e) (relating to voluntary resignation), the Company shall
         have no obligation to make payments of Salary or any incentive
         compensation award or provide benefits under the Agreement for periods
         after the Executive's Date of Termination.

         7. Other Benefits. Except as may be otherwise specifically provided in
an amendment of this Agreement adopted in accordance with paragraph 14, in the
event of a termination of employment during the Employment Period, the Executive
shall not be eligible to receive any benefits that may be otherwise payable to
or on behalf of the Executive pursuant to the terms of any severance pay
arrangement of the Company (or any Affiliate), including without limitation, the
Executive Severance Plan, or any other arrangement of the Company (or any
Affiliate) providing benefits upon involuntary termination of employment.
However, this paragraph shall not affect the Executive's right to receive any
benefits with respect to termination of employment outside of the Employment
Period.

         8.       Duties on Termination.

(a)      Subject to the terms and conditions of this Agreement, during the
         period beginning on the date of delivery of a Notice of Termination,
         and ending on the Date of Termination, the Executive shall continue to
         perform his duties as set forth in this Agreement, and shall also
         perform such services for the Company as are reasonably necessary for a
         smooth transition to the Executive's successor, if any. Notwithstanding
         the foregoing provisions of this paragraph 8, the Company may suspend
         the Executive from performing his duties under this Agreement following
         the delivery of a Notice of Termination providing for the Executive's
         resignation, or delivery by the Company of a Notice of Termination
         providing for the Executive's termination of employment for any reason;
         provided, however, that during the period of suspension (which shall
         end on the Date of Termination), the Executive shall continue to be
         treated as employed by the Company for other purposes, and his rights
         to compensation or benefits shall not be reduced by reason of the
         suspension.


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(b)      Following the Date of Termination, the Executive agrees to return to
         the Company any keys, credit cards, passes, confidential documents or
         material, or other property belonging to the Company, and to return all
         writings, files, records, correspondence, notebooks, notes and other
         documents and things (including any copies thereof) containing any
         trade secrets relating to the Company. For purposes of the preceding
         sentence, the term "trade secrets" shall have the meaning ascribed to
         it under the Illinois Trade Secrets Act or, if such act is repealed,
         the Uniform Trade Secrets Act (on which the Illinois Trade Secrets Act
         is based).

         9. Mitigation and Set-Off. The Executive shall not be required to
mitigate the amount of any payment provided for in this Agreement by seeking
other employment or otherwise. Except as otherwise specifically provided in this
Agreement, the Company shall not be entitled to set off against the amounts
payable to the Executive under this Agreement any amounts owed to the Company by
the Executive, any amounts earned by the Executive in other employment after
termination of his employment with the Company, or any amounts which might have
been earned by the Executive in other employment had he sought such other
employment.

         10. Covenants. As a condition of entering into this Agreement, the
Executive is required to enter into the Employee Agreement, which is set forth
as Supplement B to this Agreement, and which relates to certain protections as
to competition, confidentiality, inventions, and certain other matters.

         11. Assistance with Claims. The Executive agrees that, for the period
beginning on the Effective Date, and continuing for a reasonable period after
the Executive's Date of Termination, the Executive will assist the Company and
the Affiliates in defense of any claims that may be made against the Company and
the Affiliates, and will assist the Company and the Affiliates in the
prosecution of any claims that may be made by the Company or the Affiliates, to
the extent that such claims may relate to services performed by the Executive
for the Company or the Affiliates. The Executive agrees to promptly inform the
Company if he becomes aware of any lawsuits involving such claims that may be
filed against the Company or any Affiliate. The Company agrees to provide legal
counsel to the Executive in connection with such assistance (to the extent
legally permitted), and to reimburse the Executive for all of the Executive's
reasonable out-of-pocket expenses associated with such assistance, including
travel expenses. For periods after the Executive's employment with the Company
terminates, the Company agrees to provide reasonable compensation to the
Executive any expert testimony provided by the Executive. The Executive also
agrees to promptly inform the Company if he is asked to assist in any
investigation of the Company or the Affiliates (or their actions) that may
relate to services performed by the Executive for the Company or the Affiliates,
regardless of whether a lawsuit has then been filed against the Company or the
Affiliates with respect to such investigation.

         12. Change in Control Definition. For purposes of this Agreement, the
term "Change in Control" shall mean any one or more of the following: the
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of






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<PAGE>   12


1934, as amended (the "Exchange Act")) of a block of thirty percent (30%) or
more of the shares of the then outstanding common stock of U.S. Can (the
"Outstanding Common Stock"), a merger or consolidation of U.S. Can in which U.S.
Can does not survive as an independent public company, a sale of all or
substantially all of the assets of U.S. Can, a liquidation or dissolution of
U.S. Can or, during any period of two (2) consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of U.S. Can cease
for any reason to constitute at least a majority thereof unless the election, or
the nomination for election by U.S. Can's shareholders, of each new director was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period; provided, however, that the
following acquisitions shall not constitute a Change of Control for the purpose
of this section: (A) any acquisition directly from U.S. Can, or (B) any
acquisition of stock by any employee benefit plan (or related trust) sponsored
or maintained by U.S. Can or its affiliates.

         13. Nonalienation. The interests of the Executive under this Agreement
are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the
Executive or the Executive's beneficiary.

         14. Amendment. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing, provided that any such agreement by the
Company that includes a substantive amendment must be authorized in writing by
the Chief Executive Officer of U.S. Can. So long as the Executive lives, no
person, other than the parties hereto, shall have any rights under or interest
in this Agreement or the subject matter hereof.

         15. Applicable Law. The provisions of this Agreement shall be construed
in accordance with the laws of the State of Illinois, without regard to the
conflict of law provisions of any state.

         16. Severability. The invalidity or unenforceability of any provision
of this Agreement will not affect the validity or enforceability of any other
provision of this Agreement, and this Agreement will be construed as if such
invalid or unenforceable provision were omitted (but only to the extent that
such provision cannot be appropriately reformed or modified).

         17. Waiver of Breach. No waiver by any party hereto of a breach of any
provision of this Agreement by any other party, or of compliance with any
condition or provision of this Agreement to be performed by such other party (i)
will be effective unless in writing signed by such party; and (ii) will operate
or be construed as a waiver of any subsequent breach by such other party of any
similar or dissimilar provisions and conditions at the same or any prior or
subsequent time. The failure of any party hereto to take any action by reason of
such breach will not deprive such party of the right to take action at any time
while such breach continues.

         18. Successors, Assumption of Contract. This Agreement is personal to
the Executive and may not be assigned by the Executive without the written
consent of the Company. However, to the extent that rights or benefits under
this Agreement otherwise survive the Executive's death, the Executive's heirs
and estate shall succeed to such rights and benefits


                                      -12-
<PAGE>   13



pursuant to the Executive's will or the laws of descent and distribution;
provided that the Executive shall have the right at any time and from time to
time, by notice delivered to the Company, to designate or to change the
beneficiary or beneficiaries with respect to such benefits. This Agreement shall
be binding upon and inure to the benefit of the Company and U.S. Can, as
applicable, and any successor of the Company or U.S. Can, as applicable, subject
to the following:

(a)      The Company and U.S. Can, as applicable, will require any successor
         (whether direct or indirect, by purchase, merger, consolidation or
         otherwise) to all or substantially all of the business or assets of the
         Company or U.S. Can, as applicable, to expressly assume and agree to
         perform this Agreement in the same manner and to the same extent that
         the Company or U.S. Can, as applicable, would be required to perform it
         if no such succession had taken place.

(b)      If the Executive is transferred to employment with an Affiliate
         (including a successor to the Company, and regardless of whether
         before, on, or after a Change in Control), such transfer shall not
         constitute a termination of employment for purposes of this Agreement,
         provided that the Affiliate agrees to assume this Agreement and be
         substituted for the Company under this Agreement.

(c)      After a successor assumes this Agreement in accordance with this
         paragraph 18, only such successor shall be liable for amounts payable
         after such assumption, and no other companies shall have liability for
         amounts payable after such assumption.

         19. Notices. Notices and all other communications provided for in this
Agreement shall be in writing and shall be (i) delivered personally, (ii) sent
by registered or certified mail, return receipt requested, postage prepaid
(provided that international mail shall be sent via overnight or two-day
delivery), (iii) sent by facsimile (provided that transmission by facsimile
shall be effective only if accompanied by depositing a hard copy for delivery to
the address specified below, postage prepaid (in the case of mailing in the
U.S., by U.S. mail, and in the case of mailing outside the U.S., by mailing via
overnight or two-day delivery), or (iv) sent by prepaid overnight courier to the
parties at the addresses set forth below (or such other addresses as shall be
specified by the parties by like notice). Such notices, demands, claims and
other communications shall be deemed given:

(a)      in the case of delivery by overnight service with guaranteed next day
         delivery, the next day or the day designated for delivery;

(b)      in the case of certified or registered U.S. mail, five days after
         deposit in the U.S. mail; or

(c)      in the case of facsimile, the date upon which the transmitting party
         received confirmation of receipt by facsimile, telephone or otherwise;





                                      -13-

<PAGE>   14



provided, however, that in no event shall any such communications be deemed to
be given later than the date they are actually received. Communications that are
to be delivered by the U.S. mail or by overnight service are to be delivered to
the addresses set forth below:

to the Company by mail:

         U.S. Can Corporation
         900 Commerce Drive
         Oak Brook, Illinois 60523
         Attention: General Counsel

to the Company by facsimile:

         630/572-0822

To Executive:

         at the address of the Executive as set forth in the payroll records at
         the Company

         20. Arbitration of All Disputes. Any dispute as to any claim under this
Agreement (including, without limitation, disputes arising under Title VII of
the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, and the
Age Discrimination in Employment Act) shall be settled by arbitration in
Chicago, Illinois by an arbitrator, who shall be appointed pursuant to the rules
of the American Arbitration Association. The arbitration shall be conducted
promptly and expeditiously in accordance with the National Rules for Resolution
of Employment Disputes of American Arbitration Association. Any award issued as
a result of such arbitration shall be final and binding on the parties, and
judgment upon the award rendered by the arbitrators may be entered in any court
having jurisdiction thereof; provided, however, that any award issued as a
result of arbitration shall be reviewable de novo by a court of competent
jurisdiction for errors of law. Notwithstanding the foregoing, the parties
hereto shall not be entitled to, and no award shall include in whole or in part,
punitive damages or exemplary damages.

         21. Legal and Enforcement Costs. The provisions of this paragraph 21
shall apply if it becomes reasonably necessary for the Executive to retain legal
counsel or incur other costs and expenses in connection with either enforcing
any and all of his rights under this Agreement or defending against any
allegations of breach of this Agreement by the Company or U.S. Can:

(a)      The Executive shall be entitled to recover from the Company reasonable
         attorneys' fees, costs and expenses incurred by him in connection with
         such enforcement or defense.

(b)      Payments required under this paragraph 21 shall be made by the Company
         to the Executive (or directly to the Executive's attorney) promptly
         following submission to the Company of appropriate documentation
         evidencing the incurrence of such attorneys' fees, costs, and expenses.




                                      -14-

<PAGE>   15

(c)      The Executive shall be entitled to select his legal counsel; provided,
         however, that such right of selection shall not affect the requirement
         that any costs and expenses reimbursable under this paragraph 21 be
         reasonable.

(d)      The Executive's rights to payments under this paragraph 21 shall not be
         affected by the final outcome of any dispute with the Company or U.S.
         Can; provided, however, that to the extent that the arbitrators shall
         determine that under the circumstances recovery by the Executive of all
         or a part of any such fees and costs and expenses would be unjust, the
         Executive shall not be entitled to such recovery; and to the extent
         that such amount have been recovered by the Executive previously, the
         Executive shall repay such amounts to the Company.

         22. Survival of Agreement. Except as otherwise expressly provided in
this Agreement, the rights and obligations of the parties to this Agreement
shall survive the termination of the Executive's employment with the Company.

         23. Entire Agreement. Except as otherwise provided herein, and except
as provided with respect to periods prior to a Change in Control under the
employment agreement between the Executive and the Company dated as of the
Effective Date of this Agreement, this Agreement constitutes the entire
agreement between the parties concerning the subject matter hereof and
supersedes all prior or contemporaneous agreements, if any, between the parties
relating to the subject matter hereof; provided, however, that nothing in this
Agreement shall be construed to limit any policy or agreement that is otherwise
applicable relating to confidentiality, rights to inventions, copyrightable
material, business and/or technical information, trade secrets, solicitation of
employees, interference with relationships with other businesses, competition,
and other similar policies or agreement for the protection of the business and
operations of the Company and the Affiliates (including, without limitation, the
Employee Agreement described in paragraph 10).

         24. Counterparts. This Agreement may be executed in two or more
counterparts, any one of which shall be deemed the original without reference to
the others.






                                      -15-

<PAGE>   16


         IN WITNESS THEREOF, the Executive has hereunto set his hand, and the
Company and U.S. Can have caused these presents to be executed in their names
and on their behalf, all as of the Effective Date.


                              /s/ Roger B. Farley
                                    Executive


                              U.S. Can Corporation

                              By:  /s/ Paul W. Jones

                              Its: Chairman and CEO



                              United States Can Company

                              By:  /s/ Paul W. Jones

                              Its: Chairman and CEO





                                      -16-
<PAGE>   17


                                  Supplement A
                                Release of Claims

         1. This document is attached to, is incorporated into, and forms a part
of, an agreement (the "Agreement") by and between U.S. Can Company (the
"Company") and Roger B. Farley (the "Executive"). The Executive, on behalf of
himself and the other Executive Releasors, releases and forever discharges the
Company and the other Company Releasees from any and all Claims which the
Executive now has or claims, or might hereafter have or claim (or the other
Executive Releasors may have, to the extent that it is derived from a Claim
which the Executive may have), against the Company Releasees based upon or
arising out of any matter or thing whatsoever, occurring or arising on or before
the date of this Release of Claims, to the extent that the Claim arises out of
or relates to the Executive's employment by the Company and its Affiliates
(including his service as a director of the Company and its Affiliates) and/or
the Executive's termination or resignation therefrom, and shall include, without
limitation, Claims arising out of or related to the Agreement, and Claims
arising under any local, state, or federal law dealing with employment
discrimination, including the Age Discrimination in Employment Act as amended by
the Older Workers Benefit Protection Act.

         For purposes of this Release of Claims, the terms set forth below shall
have the following meanings:

(a)      The term "Agreement" shall include the Agreement and this Supplement,
         and including the plans and arrangements under which the Executive is
         entitled to benefits in accordance with the Agreement.

(b)      The term "Claims" shall include any and all rights, claims, demands,
         debts, dues, sums of money, accounts, attorneys' fees, complaints,
         judgments, executions, actions and causes of action of any nature
         whatsoever, cognizable at law or equity.

(c)      The term "Company Releasees" shall include the Company and its
         Affiliates (as defined in the Agreement), and their officers,
         directors, trustees, members, representatives, agents, employees,
         shareholders, partners, attorneys, and insurers, and their predecessors
         and successors.

(d)      The term "Executive Releasors" shall include the Executive, and his
         heirs, representatives, agents, insurers, and any other person claiming
         through the Executive.

         2. The following provisions are applicable to and made a part of this
Release of Claims:

(a)      By this Release of Claims, the Executive Releasors do not release or
         waive any right or claim which they may have under the Age
         Discrimination in Employment Act, as amended by the Older Workers
         Benefit Protection Act, which arises after the date of execution of
         this Release of Claims.




                                      -17-


<PAGE>   18



(b)      In exchange for this Release of Claims, the Executive hereby
         acknowledges that he has received separate consideration beyond that to
         which he is otherwise entitled under the Company's policy or applicable
         law.

(c)      The Company hereby expressly advises the Executive to consult with an
         attorney of his choosing prior to executing this Release of Claims.

(d)      The Executive has twenty-one (21) days from the date of presentment to
         consider whether or not to execute this Release of Claims. In the event
         of such execution, the Executive has a further period of seven (7) days
         from the date of said execution in which to revoke said execution. This
         Release of Claims will not become effective until expiration of such
         revocation period.

(e)      This Release of Claims and the commitments and obligations of all
         parties thereunder:

         (i) shall become final and binding immediately following the expiration
         of the Executive's right to revoke the execution of this release in
         accordance with paragraph 2(d) of this Release of Claims;

         (ii) shall not become final and binding until the expiration of such
         right to revoke; and

         (iii) shall not become final and binding if the Executive revokes such
         execution.

         3. The Executive hereby acknowledges that he has carefully read and
understands the terms this Release of Claims and each of his rights as set forth
therein.


                                             -----------------------------------
                                                          Executive

                                             Date:


State of
County of

Subscribed Before Me This
      Day of        ,           .
------       ------   ----------

--------------------------------
         Notary Public





                                      -18-



<PAGE>   19


                                  Supplement B
                               Employee Agreement








                                      -19-