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                              U.S. CAN CORPORATION
                              DIRECTORS EQUITY PLAN









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                                TABLE OF CONTENTS

<TABLE>

<S>                                                                                                              <C>
SECTION 1.........................................................................................................1

GENERAL...........................................................................................................1
         Purpose..................................................................................................1
         Participation 1
         Operation, Administration, and Definitions...............................................................1

SECTION 2.........................................................................................................1

DEFERRAL AND DISTRIBUTION OF CASH FEES............................................................................1
         Elective Deferral........................................................................................1
         Crediting of Deferred Amounts............................................................................2
         Distribution of Deferred Amounts.........................................................................2

SECTION 3.........................................................................................................3

OPERATION AND ADMINISTRATION......................................................................................3
         Effective Date...........................................................................................3
         Shares Subject to Plan...................................................................................3
         General Restrictions.....................................................................................3
         Tax Withholding..........................................................................................4
         Distributions 4
         Transferability..........................................................................................4
         Form and Time of Elections...............................................................................4
         Action by Company........................................................................................4
         Gender and Number........................................................................................4
         Limitation of Implied Rights.............................................................................5
         Evidence      5

SECTION 4.........................................................................................................5

COMMITTEE.........................................................................................................5
         Administration...........................................................................................5
         Powers of Committee......................................................................................5
         Delegation by Committee..................................................................................6
         Information to be Furnished to Committee.................................................................6

SECTION 5.........................................................................................................6

AMENDMENT AND TERMINATION.........................................................................................6
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<TABLE>

<S>                                                                                                              <C>
SECTION 6.........................................................................................................6

DEFINED TERMS.....................................................................................................6
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                              U.S. CAN CORPORATION

                                   Certificate

         I,            ,             of U.S. Can Corporation, having in my
custody and possession the corporate records of said corporation, do hereby
certify that attached hereto is a true and correct copy of the U.S. Can
Corporation Directors Equity Plan as in effect as of , 1999.

         WITNESS my hand this                     , 1999.




                                             --------------------------
                                                          As Aforesaid


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                              U.S. CAN CORPORATION
                              DIRECTORS EQUITY PLAN

                                    SECTION 1

                                     GENERAL

         1.1. Purpose. The U.S. Can Corporation Directors Equity Plan (the
"Plan") has been established by U.S. Can Corporation (the "Company") to provide
compensation opportunities that are competitive with those of other similar
companies and further identify outside directors' interests with those of the
Company's other shareholders through compensation that is based on the Company's
common stock, and thereby promote the long-term financial interest of the
Company, including the growth in value of the Company's equity and enhancement
of long-term shareholder return.

         1.2. Participation. Subject to the terms and conditions of the Plan,
Outside Directors are eligible to participate in the Plan.

         1.3. Operation, Administration, and Definitions. The operation and
administration of the Plan shall be subject to the provisions of Section 3
(relating to operation and administration). Capitalized terms in the Plan shall
be defined as set forth in the Plan (including the definition provisions of
Section 6 of the Plan).

                                    SECTION 2

                     DEFERRAL AND DISTRIBUTION OF CASH FEES

         2.1. Elective Deferral. Subject to the terms of the Plan, each Outside
Director, by filing a written "Deferral Election" with the Committee, may elect
to defer the receipt of all or a portion of the director's Cash Fees otherwise
payable to the director for any year of service, at the time and in the manner
set forth below subject to the following:

(a)      An Outside Director's Deferral Election shall not be effective with
         respect to Cash Fees otherwise payable to him or her for services
         rendered prior to the last day of the year of service in which such
         election is filed with the Committee; provided, however, that a
         Deferral Election which is filed within 30 days of the date on which an
         individual first becomes Outside Director may be effective with respect
         to all Cash Fees otherwise payable to him or her for services performed
         after the date of the Deferral Election.

(b)      An election under this subsection 2.1 with respect to any year of
         service shall be irrevocable once that year has begun, and shall remain
         in effect with respect to succeeding years of service until it is
         revoked. Any such revocation shall be in writing, signed by the
         director and filed with the Committee. Any revocation shall be
         effective only with



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         respect to Cash Fees for years of service beginning after the date on
         which such revocation is filed with the Committee.
For purposes of the Plan, an Outside Director's "Cash Fees" shall include his
annual cash retainer fees and his cash meeting fees.

         2.2. Crediting of Deferred Amounts. The amount of any Cash Fees
deferred by a director pursuant to subsection 2.1 shall be credited as Stock
Units to a bookkeeping account maintained by the Committee in the name of the
director (the director's "Account") as of the date the Cash Fees subject to the
deferral would otherwise have been paid to the director but for the deferral.
Deferred amounts will be converted to, and credited as, Stock Units. The number
of Stock Units to be credited to a director's Account as of any date shall equal
the amount of the Cash Fees to be credited as of that date, divided by the Fair
Market Value of a share of Stock on that date. Thereafter, the Stock Units will
be adjusted to reflect the investment returns on Stock that apply during the
deferral period. Any dividends payable with respect to deferred Stock Units will
be deemed to be reinvested in additional shares of Stock during the period of
deferral.

         2.3. Distribution of Deferred Amounts. Distribution with respect to a
director's Account shall be subject to the following:

(a)      Except as otherwise provided in this subsection 2.3, the balance
         credited to a director's Account shall be distributable to the director
         (or, in the event of his death, to his Beneficiary) in a lump sum as
         soon as practicable following the date on which the director ceases to
         be a director of the Company for any reason; provided, however, that a
         director may elect, by filing a notice with the Committee at least one
         year prior to the date on which he ceases to be a director of the
         Company, to have the lump sum distribution made at any other time after
         his termination as a member of the Board but not more than the
         three-year anniversary of the date on which the director ceases to be a
         member of the Board. The Committee, in its sole discretion, may
         distribute unpaid balances of any director's Account to the director at
         any time in a lump sum.

(b)      If any amounts distributable to a director under the Plan have not been
         distributed at the time of the director's death, such benefits shall be
         distributed to the Designated Beneficiary in accordance with the
         provisions of the Plan. A director's "Designated Beneficiary" shall be
         the beneficiary or beneficiaries designated by the director in a
         writing filed with the Committee in such form and at such time as the
         Committee shall require. If a deceased director fails to designate a
         beneficiary, or if the Designated Beneficiary does not survive the
         director, any benefits distributable to the director shall be exercised
         by or distributed to the legal representative of the estate of the
         director. If a deceased director designates a beneficiary but the
         Designated Beneficiary dies before the complete distribution of
         benefits to the Designated Beneficiary under this Agreement, then any
         benefits distributable to the Designated Beneficiary shall be
         distributed to the legal representative of the estate of the Designated
         Beneficiary.

                                    SECTION 3



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                          OPERATION AND ADMINISTRATION

         3.1. Effective Date. The Plan shall be effective as of July 22, 1999
(the "Effective Date"). The Plan shall be unlimited in duration and, in the
event of Plan termination, shall remain in effect as long as any Accounts under
it are outstanding.

         3.2. Shares Subject to Plan. The shares of Stock which may be
distributed under the Plan shall be subject to the following:

(a)      The shares of Stock which may be distributed under the Plan shall be
         shares currently authorized but unissued or currently held or
         subsequently acquired by the Company as treasury shares, including
         shares purchased in the open market or in private transactions.

(b)      Subject to the following provisions of this subsection 3.2, the maximum
         number of shares of Stock that may be delivered to directors and their
         beneficiaries under the Plan shall be 50,000 shares of Stock.

(c)      To the extent any shares of Stock are not delivered because a
         director's Account is settled in cash, such shares shall not be deemed
         to have been delivered for purposes of determining the maximum number
         of shares of Stock available for delivery under the Plan.

(d)      In the event of a corporate transaction involving the Company
         (including, without limitation, any stock dividend, stock split,
         extraordinary cash dividend, recapitalization, reorganization, merger,
         consolidation, split-up, spin-off, combination or exchange of shares),
         the Committee may adjust Accounts to preserve the benefits or potential
         benefits thereof. Action by the Committee may include: (i) adjustment
         of the number and kind of shares which may be delivered under the Plan;
         (ii) adjustment of the number and kind of shares subject to be
         delivered under directors' Accounts; and (iii) any other adjustments
         that the Committee determines to be equitable.

         3.3. General Restrictions. Delivery of shares of Stock or other amounts
under the Plan shall be subject to the following:

(a)      Notwithstanding any other provision of the Plan, the Company shall have
         no liability to deliver any shares of Stock under the Plan or make any
         other distribution of benefits under the Plan unless such delivery or
         distribution would comply with all applicable laws (including, without
         limitation, the requirements of the Securities Act of 1933), and the
         applicable requirements of any securities exchange or similar entity.

(b)      To the extent that the Plan provides for issuance of stock certificates
         to reflect the issuance of shares of Stock, the issuance may be
         effected on a non-certificated basis, to the extent not prohibited by
         applicable law or the applicable rules of any stock exchange.




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         3.4. Tax Withholding. All distributions under the Plan are subject to
withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of the
applicable withholding obligations. The Committee, in its discretion, and
subject to such requirements as the Committee may impose prior to the occurrence
of such withholding, may permit such withholding obligations to be satisfied
through cash payment by the director, through the surrender of shares of Stock
which the director already owns, or through the surrender of shares of Stock to
which the director is otherwise entitled under the Plan.

         3.5. Distributions. A director's Account may be settled through cash
payments, the delivery of shares of Stock, or a combination thereof as the
Committee shall determine.

         3.6. Transferability. Except as otherwise provided by the Committee,
rights with respect to a director's Account under the Plan are not transferable
except as designated by the director by will or by the laws of descent and
distribution.

         3.7. Form and Time of Elections. Unless otherwise specified herein,
each election required or permitted to be made by any director or other person
entitled to benefits under the Plan, and any permitted modification, or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.

         3.8. Action by Company. Any action required or permitted to be taken by
the Company shall be by resolution of the Board, or by action of one or more
members of the Board (including a committee of the Board) who are duly
authorized to act for the Board, or (except to the extent prohibited by
applicable law or applicable rules of any stock exchange) by a duly authorized
officer of the Company.

         3.9. Gender and Number. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.

         3.10.  Limitation of Implied Rights.

(a)      Neither a director nor any other person shall, by reason of
         participation in the Plan, acquire any right in or title to any assets,
         funds or property of the Company whatsoever, including, without
         limitation, any specific funds, assets, or other property which the
         Company, in its sole discretion, may set aside in anticipation of a
         liability under the Plan. A director shall have only a contractual
         right to the Stock or amounts, if any, distributable under the Plan,
         unsecured by any assets of the Company, and nothing contained in the
         Plan shall constitute a guarantee that the assets of the Company shall
         be sufficient to distribute any benefits to any person.



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(b)      Participation in the Plan will not give any director the right to
         remain a member of the Board, nor any right or claim to any benefit
         under the Plan, unless such right or claim has specifically accrued
         under the terms of the Plan. Except as otherwise provided in the Plan,
         no allocation under a director's Account shall confer upon the director
         any rights as a shareholder of the Company prior to the date on which
         the director fulfills all conditions for receipt of such rights.

         3.11. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

                                    SECTION 4

                                    COMMITTEE

         4.1. Administration. The authority to control and manage the operation
and administration of the Plan shall be vested in a committee (the "Committee")
in accordance with this Section 4. The Committee shall be selected by the Board.
If the Committee does not exist, or for any other reason determined by the
Board, the Board may take any action under the Plan that would otherwise be the
responsibility of the Committee.

         4.2. Powers of Committee. The Committee's administration of the Plan
shall be subject to the following:

(a)      The Committee will have the authority and discretion to interpret the
         Plan, to establish, amend, and rescind any rules and regulations
         relating to the Plan, and to make all other determinations that may be
         necessary or advisable for the administration of the Plan.

(b)      Any interpretation of the Plan by the Committee and any decision made
         by it under the Plan is final and binding on all persons.

(c)      In controlling and managing the operation and administration of the
         Plan, the Committee shall take action in a manner that conforms to the
         articles and by-laws of the Company, and applicable state corporate
         law.

         4.3. Delegation by Committee. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.

         4.4. Information to be Furnished to Committee. The Company shall
furnish the Committee with such data and information as it determines may be
required for it to discharge its duties. The records of the Company as to a
service (and cessation of service) with the Company,



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leave of absence, and compensation shall be conclusive on all persons unless
determined to be incorrect. Directors and other persons entitled to benefits
under the Plan must furnish the Committee such evidence, data or information as
the Committee considers desirable to carry out the terms of the Plan.

                                    SECTION 5

                            AMENDMENT AND TERMINATION

         The Board may, at any time, amend or terminate the Plan, provided that
no amendment or termination may, in the absence of written consent to the change
by the affected director (or, if the director is not then living, the affected
beneficiary), adversely affect the rights of any director or beneficiary under
any amount credited to the director's Account under the Plan prior to the date
such amendment is adopted by the Board; provided that adjustments pursuant to
subject to subsection 3.2(d) shall not be subject to the foregoing limitations
of this Section 5.

                                    SECTION 6

                                  DEFINED TERMS

         In addition to the other definitions contained herein, the following
definitions shall apply:

(a)      Board. The term "Board" shall mean the Board of Directors of the
         Company.

(b)      Outside Director. The term "Outside Director," as of any date, shall
         mean a person who is serving as a non-employee member of the Board.

(c)      Fair Market Value. For purposes of determining the "Fair Market Value"
         of a share of Stock as of any date, the following rules shall apply:

         (i) If the principal market for the Stock is a national securities
         exchange or the Nasdaq stock market, then the "Fair Market Value" as of
         that date shall be the closing price as reported in the Wall Street
         Journal for that date.

         (ii) If the day is not a business day, and as a result, paragraph (i)
         above is inapplicable, the Fair Market Value of the Stock shall be
         determined as the last closing price most recently reported in the Wall
         Street Journal for the last preceding business day. If paragraphs (i)
         and (ii) next above are otherwise inapplicable, then the Fair Market
         Value of the Stock shall be determined in good faith by the Committee.

(d)      Stock. The term "Stock" shall mean shares of common stock of the
         Company.




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