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                                                                   EXHIBIT 10.32

                              EMPLOYMENT 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 United States Can Company, 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 parties desire to enter into this Agreement concerning the
terms of Executive's employment by the Company;

         WHEREAS, by letter dated July 7, 1998, the Company made certain
commitments to the Executive concerning certain terms of Executive's employment
with the Company and this Agreement will serve to formally memorialize such
commitments and reflect certain other terms of employment;

         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 term "Agreement Term" shall have the meaning ascribed to it in
         paragraph 2(f).

(c)      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.

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

(d)      "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 4.

(e)      The term "Good Reason" shall have the meaning ascribed to it in
         paragraph 4(d).

(f)      The Executive's "Supervisor" shall be Paul W. Jones, Chairman & CEO or
         his successor.


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

         2.       Performance of Services. The Executive's employment with the
Company shall be subject to the following:

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

(b)      During the Agreement Term, while the Executive is employed by the
         Company, the Executive shall devote his full time, energies and talents
         to serving as its Senior Vice President, Human Resources, 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 holds as of the date hereof. 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 those of a
         Senior Vice President. 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.

(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, 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. The
         Executive shall not serve on the board of any business, or hold any
         other significant 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.

(f)      The "Agreement Term" shall be the period beginning on the Effective
         Date and ending on the day two years after the Effective Date. This
         Agreement shall be inapplicable to periods of employment after the end
         of the Agreement Term. Thereafter, and subject to the provisions of
         paragraph 2(g), and subject to the Executive then becoming eligible to
         participate in the Executive Severance Plan (as in effect from time to
         time), the Executive's continuing employment with the Company shall be
         at-will.

(g)      As of the Effective Date of this Agreement, the Executive and the
         Company are entering into an agreement relating to certain terms of
         employment in the event of a change in control of U.S. Can Corporation
         (the "Change in Control Agreement"). If a Change in Control (as that
         term is defined in the Change in Control Agreement) occurs during the
         Agreement Term, the Agreement Term will end on the date of such Change
         in Control. Immediately following such expiration, the terms of the
         Executive's employment shall be governed by the Change in Control
         Agreement.

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

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(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 of not less than Two Hundred Sixteen Thousand
         U.S. Dollars ($216,000) (the "Salary"). The Executive's Salary rate
         shall be reviewed annually by the Compensation Committee of the Board
         of Directors, if the Executive's Supervisor is the Chief Executive
         Officer ("CEO") or, if the Executive's Supervisor is not the CEO, 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 ("MIP") 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 MIP in which any portion of the Agreement Term occurs,
         the Executive shall be provided with an opportunity for an incentive
         payment of at least 50% of the Executive's annual Salary rate (with
         such Salary rate determined as provided in the MIP). The amount of the
         payment shall be reduced on a pro rata basis to reflect the portion of
         the performance period prior to the first date of employment. For the
         performance period in which the Executive's termination of employment
         occurs, the Executive's eligibility for an incentive compensation award
         shall be subject to the provisions of paragraph 5 of this Agreement.

(c)      Options.

         (i) If and to the extent the Executive is eligible for matching stock
         options, the terms and conditions of those options shall be governed by
         such Executive's offer letter and option award letter or agreement.

         (ii) For fiscal years after 1999, the Executive may, in the discretion
         of the Board of Directors of U.S. Can (or a committee thereof) (the
         "Compensation Committee") be granted options to purchase U.S. Can Stock
         at such times as options are granted to the Company's other senior
         executives. Subject to the foregoing provisions of this paragraph (c),
         options to purchase U.S. Can Stock shall be subject to such terms, and
         shall cover a number of shares, as are determined by the Compensation
         Committee.

(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, subject to the Executive's
         satisfactory completion of a physical examination and other aspects of
         the application process. Death benefits under such coverage shall be
         payable to the beneficiary named 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 Agreement Term
         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 5(b) or 5(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 Agreement Term, the
         Executive shall be entitled to four (4) weeks of paid vacation plus the
         paid holidays observed by the Company.

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(h)      Car Allowance. During the Agreement Term, the Executive shall be
         entitled to a net after-tax car allowance of $900 per month.

(i)      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 (i) 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.

         4.       Termination. The Executive's employment with the Company
during the Agreement Term may be terminated by the Company or the Executive
without any breach of this Agreement only under the circumstances described in
paragraphs 4(a) through 4(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:

         (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;
                  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:


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         (I)      Assignment of duties inconsistent in any material respect with
                  the Executive's position, authority or duties 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 proposed or actual relocation of the Executive's base
                  office on terms that would impose an unreasonable financial or
                  personal hardship on the Executive.

         (IV)     The failure of a successor to assume this Agreement in
                  accordance with paragraph 16.

         (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 4(d) are required, the procedures of this paragraph 4(e) may
         not be used in lieu of the procedures required under paragraph 4(d).

(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 4(f), provided that
         termination of the Executive's employment by the Company shall be
         deemed to have occurred under this paragraph 4(f) only if it is not for
         reasons described in paragraph 4(b), 4(c), 4(d), or 4(e).
         Notwithstanding the foregoing provisions of this paragraph (f), if the
         Executive's employment is terminated by the Company in accordance with
         this paragraph (f), and within a reasonable time period thereafter, it
         is determined by the Executive's Supervisor in good faith that
         circumstances existed which would have constituted a basis for
         termination of the Executive's employment for Cause (disregarding
         circumstances which could have been remedied if notice had been given
         in accordance with paragraph 4(c)(i)), the Executive's employment will
         be deemed to have been terminated for Cause in accordance with
         paragraph 4(c).

(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 or any of the
         Affiliates, the Executive shall resign from all such positions as of
         the Date of Termination.

         5.       Rights Upon Termination. The Executive's rights to payments
and benefits under this Agreement for periods after his Date of Termination
shall be determined in accordance with the following provisions of this
paragraph 5:

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

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

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         (ii)     The Executive shall receive any required payment for accrued
                  but unused vacation days from the Company.

         (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 any incentive compensation
                  award at the regularly scheduled time.

         (iv)     Any other required payments or benefits to be provided to the
                  Executive by the Company pursuant to any employee benefit
                  plans or arrangements adopted by the Company.

         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 Agreement Term
         under circumstances described in paragraph 4(a) (relating to the
         Executive's death) or paragraph 4(b) (relating to the Executive's being
         Permanently Disabled), then, in addition to the amounts payable in
         accordance with paragraph 5(a):

         (i)      The Executive (or his estate) shall receive from the Company
                  periodic payments of an amount equal to not less than twelve
                  (12) months of Salary (based on the Salary rate in effect on
                  the Date of Termination); provided, however, that such
                  payments shall be offset by the amount of any life or
                  disability insurance benefits provided by the Company or any
                  of its Affiliates as a result of the Executive's death or
                  Permanent Disability.

         (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 Agreement Term
         under circumstances described in paragraph 4(d) (relating to
         Constructive Discharge) or paragraph 4(f) (relating to termination by
         the Company without Cause), then:

         (i)      The Executive shall receive from the Company, for the
                  Severance Period, continuing Salary payments at the Salary
                  rate in effect on the Date of Termination, in monthly or more
                  frequent installments. The "Severance Period" shall be the
                  period beginning on the Date of Termination and continuing
                  through the earliest to occur of:

                  (A) the 18-month anniversary of the Date of Termination;

                  (B) the date of the Executive's death; or

                  (C) the date, if any, of the breach by the Executive of the
                  provisions of the Employee Agreement described in paragraph 9.

         (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 9, 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; provided, however,
                  that such award shall be subject to a pro-rata reduction to
                  reflect


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                  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.

         (iii)    If the Executive holds any options to purchase U.S. Can Stock
                  on the Date of Termination that are not then exercisable, then
                  during the Severance Period the options shall become
                  exercisable as though the Executive continued to be employed
                  for the duration of the Severance Period, provided that any
                  such options that remain outstanding immediately after the
                  last day of the Severance Period (regardless of whether they
                  are then exercisable) shall expire at that time.

         Notwithstanding the foregoing provisions of this paragraph 5, no
         payment will be made or benefit provided under this paragraph 5(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 Agreement Term
         under circumstances described in paragraphs 4(c) (relating to Cause) or
         4(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.

         6.       Other Benefits. Except as may be otherwise specifically
provided in an amendment of this Agreement adopted in accordance with paragraph
12, in the event of a termination of employment during the Agreement Term, 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 Agreement
Term.

         7.       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
         transition to the Executive's successor, if any. Notwithstanding the
         foregoing provisions of this paragraph 7, 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.

(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 or its Affiliates,
         and to return all writings, files, records, correspondence, notebooks,
         notes and other documents and things (including any copies thereof)
         containing any trade secrets of the Company or its Affiliates. 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.

         8.       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

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the Executive under this Agreement 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.

         9.       Covenants. As a condition of entering into this Agreement, the
Executive is required to enter into the Company' standard form of Employee
Agreement, as of the date hereof, which relates to non-competition,
confidentiality, inventions, and certain other matters.

         10.      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 or prosecution of any claims that may be made by
or against the Company and the Affiliates, to the extent that such claims may
relate to services performed by the Executive for the Company or the Affiliates.
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. 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.

         11.      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.

         12.      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.

         13.      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.

         14.      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).

         15.      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.

         16.      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 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(ies) 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

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         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), 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 16, 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.

17.      Notices. Notices and all other communications provided for in this
         Agreement shall be in writing and shall be (i) delivered personally,
         effective immediately, (ii) sent by certified U.S. mail, postage
         prepaid, effective three days after deposit, (iii) sent by facsimile
         transmission, effective upon confirmation of transmission and deposit
         of a hard copy by regular mail, or (iv) sent by prepaid overnight or
         international courier service, effective two days after deposit, to the
         parties at the addresses set forth below (or such other addresses as
         shall be specified by the parties by like notice);

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

         18.      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.

         19.      Legal and Enforcement Costs. The provisions of this paragraph
19 shall apply if it becomes reasonably necessary for the Executive to retain
legal counsel or incur other costs and expenses in connection with

                                      -9-

<PAGE>   10


either enforcing any right(s) 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 19 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.

(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 19 be
         reasonable.

(d)      The Executive's rights to payments under this paragraph 19 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 promptly repay such amounts to the Company.

         20.      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.

         21.      Entire Agreement. Except as otherwise provided herein, 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 Company
policy or agreement that is otherwise applicable relating to compliance with
laws or the Employee Agreement described in paragraph 9.

         22.      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.

                                      -10-

<PAGE>   11


         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








                                      -11-




<PAGE>   12





                                  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 United States 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.

(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;

                                      -12-

<PAGE>   13



         (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



                                      -13-