1

                          FIRST AMENDMENT TO AGREEMENT
                               AND PLAN OF MERGER


         THIS FIRST AMENDMENT, dated as of June 28, 2000, is by and between U.S.
Can Corporation, a Delaware corporation (the "Company") and Pac Packaging
Acquisition Corporation, a Delaware corporation ("Newco"), and amends the
Agreement and Plan of Merger, dated as of June 1, 2000, by and between the
Company and Newco (the "Merger Agreement"). Capitalized terms used but not
otherwise defined herein have the meanings assigned to those terms in the Merger
Agreement.

         In consideration of the mutual agreements herein contained, the parties
hereto hereby agree as follows:

         1.       Amendment to Establish Schedule I. The Merger Agreement shall
                  be and hereby is amended as follows:

                  a.       The first line of the fifth recital in the Merger
                           Agreement is amended by deleting the words "to be".

                  b.       Section 2.1(c) of the Merger Agreement is amended by
                           deleting the first three sentences thereof, such that
                           Section 2.1(c) will begin with the words "(c) At the
                           Effective Time,".

                  c.       Section 3.20 of the Merger Agreement is amended by
                           deleting the words "Bank of America, N.A., other
                           lenders which participate with any or all of the
                           foregoing persons in the Transactions," and by
                           replacing those words with the following:
                           "Lennoxville Investments, Inc., Empire Investments,
                           S.A.,".

                  d.       Section 8.3 of the Merger Agreement is amended by
                           deleting the words "; provided, however that the
                           addition of the definitive Schedule I contemplated by
                           Section 2.1(c) shall not require any authorization or
                           approval of the Special Committee".

                  e.       Schedule I to the Merger Agreement is amended by
                           deleting the Schedule I attached to the Merger
                           Agreement and replacing it with the Schedule I
                           attached to this Amendment.

         2.       Amendment to Company Disclosure Schedule. The Company
                  Disclosure Schedule shall be and hereby is amended by adding
                  thereto the Addendum to Company Disclosure Schedule attached
                  hereto.





   2

         3.       Counterparts. For the convenience of the parties hereto, this
                  Amendment may be executed in any number of counterparts, each
                  such counterpart being deemed to be an original instrument,
                  and all such counterparts shall together constitute the same
                  amendment.

         4.       Governing Law. This Amendment shall be governed and construed
                  in accordance with the laws of the State of Delaware without
                  giving effect to the principles of conflict of laws thereof.

         5.       Titles. The Section captions in this Amendment are for
                  convenience of reference only, do not constitute part of this
                  Amendment and shall not be deemed to limit or otherwise affect
                  any of the provisions hereof.

         6.       Effectiveness of Merger Agreement. Except as expressly set
                  forth herein, the Merger Agreement is not modified, amended,
                  released or otherwise affected by this Amendment.

         IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
by the duly authorized officers of the parties hereto on the date first
hereinabove written.

                              U.S. CAN CORPORATION


                              By: /s/ Paul W. Jones
                                 -----------------------------------------------
                                     Name: Paul W. Jones
                                     Title: Chairman and Chief Executive Officer


                              PAC PACKAGING ACQUISITION CORPORATION


                              By: /s/ Richard K. Lubin
                                 -----------------------------------------------
                                     Name: Richard K. Lubin
                                     Title: Senior Vice President