Form of Environmental Indemnity Agreement

INDEMNIFICATION AGREEMENT


This INDEMNIFICATION AGREEMENT, dated as of June ___, 1999, is between AMERICAN NATIONAL CAN COMPANY, a Delaware corporation ("ANC") and PECHINEY, a corporation (societe anonyme) organized and existing under the laws of the Republic of France ("Pechiney").


WHEREAS, in contemplation of an initial public offering ("IPO") of common stock of American National Can Group, Inc., a Delaware corporation ("ANC Group"), (i) ANC has transferred to Pechiney Plastic Packaging, Inc., a Delaware corporation ("Pechiney Plastics"), all of ANC's assets and liabilities relating to flexible packaging, plastic bottles and laminated and plastic tube operations conducted by ANC (the "Plastic Packaging and Tube Operations"), and (ii) Pechiney has transferred, or caused to be transferred, all of the beverage can operations conducted by its direct and indirect subsidiaries to ANC Group;


WHEREAS, in connection with the IPO, Pechiney has agreed to provide indemnification to ANC for and against any direct losses incurred in respect of certain potential and unidentified environmental liabilities relating to its past and present operations and facilities (other than its beverage operations or the Plastic Packaging and Tube Operations transferred to Pechiney Plastics), as set forth in this Agreement.


NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, the parties hereto agree as follows:


ARTICLE I
DEFINITIONS


SECTION 1.01. Certain Defined Terms. The following terms shall have the meanings defined for such terms in the Sections of this Agreement set forth below:


"Affiliate" means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.


"Law" means any federal, state, local or foreign statute, law ordinance, regulation, rule, code, order requirement or rule of common law.


"Person" means any individual, partnership, limited liability company, firm, corporation, association, trust, unincorporated organization or other entity, as well as any


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syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.


["Tax" or "Taxes" means any and all taxes, fees, levies, duties, tariffs, imposts, and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any government or taxing authority.]


SECTION 1.02. Other Defined Terms. The following terms shall have meanings defined for such terms in the Sections of this Agreement set forth below:


Term Section


AAA Rules 3.09
ANC Preamble
ANC Group Recitals
Indemnitee 2.01(a)
IPO Recitals
Loss 2.01(a)
Pechiney Preamble
Pechiney Plastics Recitals
Plastic Packaging and Tube Operations Recitals
Third Party Claims 2.03


ARTICLE II
INDEMNIFICATION


SECTION 2.01. Indemnification by Pechiney. (a) Subject to the terms and conditions of this Agreement, Pechiney agrees to indemnify, defend and hold harmless ANC, its officers, directors, employees, agents, successors and permitted assigns (each, an "Indemnitee") from and against any and all liabilities, losses, damages, claims, costs (including the costs of any investigation, testing, compliance or remedial action) and expenses, interest, awards, judgments, fines and penalties (including, without limitation, reasonable attorney's fees and expenses) actually suffered or incurred by them (each, a "Loss") resulting directly from, based directly upon, or arising directly out of any environmental matter or condition related to the business, assets or operations of ANC (other than the Plastic Packaging and Tube Business, assets and operations transferred to Pechiney Plastics and ANC's beverage can business, assets and operations) that has not been identified on or prior to the date of the IPO.


(b) Notwithstanding anything to the contrary contained in this Agreement, Pechiney shall not be required to indemnify, defend or hold harmless any Indemnitee against or reimburse any Indemnitee for any Losses with respect to any claim (i) unless such claim involves


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Losses in excess of $500,000 (which amount will not be applied to or considered for purposes of calculating the aggregate amount that Pechiney shall be required to indemnify), (ii) unless such claim or demand is notified to Pechiney in accordance with Section 2.03 on or before the tenth anniversary of the date of the IPO, and (iii) the procedures set out in Section 2.04(a) have been complied with; provided, however, that, in each case, Pechiney's indemnification obligations shall not exceed 80% of the amount of any Loss claimed.


(c) Notwithstanding anything to t ...