<PAGE> 1
EXHIBIT 10.2
AMENDMENT NO. 3 TO
AMENDED AND RESTATED RIGHTS AGREEMENT
This Amendment No. 3 (this "Amendment") to the Amended and Restated
Rights Agreement (the "Rights Agreement") dated as of October 19, 1995, as
heretofore amended, between U.S. Can Corporation, a Delaware corporation (the
"Company"), and Harris Trust and Savings Bank, as rights agent (the "Rights
Agent"), is made as of October 4, 2000 between the Company and the Rights Agent.
Capitalized terms used but not otherwise defined herein have the meanings
assigned to those terms in the Rights Agreement.
1. Amendment to Section 7(a). Section 7(a) of the Rights
Agreement is hereby amended and restated in its entirety as follows:
(a) The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise provided
herein) in whole or in part at any time after the Distribution Date
upon surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to the Rights Agent
at the principal office of the Rights Agent, together with payment of
the Purchase Price for each one one-hundredth of a Preferred Share as
to which the Rights are exercised, at or prior to the earliest of (i)
the close of business on October 19, 2005 (the "Final Expiration
Date"), (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the "Redemption Date"), (iii) the time at which such
Rights are exchanged as provided in Section 24 hereof, or (iv) the
Effective Time, as such term is defined in the Agreement and Plan of
Merger dated as of June 1, 2000 by and between the Company and Pac
Packaging Acquisition Corporation, as amended by the First Amendment to
Agreement and Plan of Merger dated as of June 28, 2000 and the Second
Amendment to Agreement and Plan of Merger dated as of August 22, 2000.
2. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the State of Illinois and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts made and performed entirely within such State. This Amendment may be
executed in any number of counterparts, each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.
U.S. CAN CORPORATION
By: /s/ PAUL W. JONES
--------------------------
Name: Paul W. Jones
Title: Chairman of the Board, President
and Chief Executive Officer
HARRIS TRUST AND SAVINGS BANK,
as Rights Agent
By: /s/ MARTIN J. MCHALE, JR.
--------------------------
Name: Martin J. McHale, Jr.
Title: Vice President
