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Terms Agreement

This is an actual contract by Crown Cork & Seal.

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Sectors: Metals and Mining
Effective Date: December 12, 1996
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Exhibit 10.1


CROWN CORK & SEAL COMPANY, INC.
CROWN CORK & SEAL FINANCE PLC
CROWN CORK & SEAL FINANCE S.A.


Debt Securities


TERMS AGREEMENT
---------------


December 12, 1996


Crown Cork & Seal Company, Inc. Crown Cork & Seal Finance PLC Crown Cork & Seal Finance S.A. c/o Crown Cork & Seal Company, Inc. 9300 Ashton Road Philadelphia, Pennsylvania 19136


Attention: Mr. Alan W. Rutherford
Executive Vice President
Chief Financial Officer


Ladies and Gentlemen:


We understand that (i) Crown Cork & Seal Company, Inc., a Pennsylvania corporation (the "Company"), proposes to issue and sell $350,000,000 principal amount of its 7 3/8% Debentures Due 2026 and $150,000,000 principal amount of its 7 1/2% Debentures Due 2096 (collectively, the "Debentures"), (ii) Crown Cork & Seal Finance PLC ("Crown UK"), a public limited company organized under the laws of England and Wales, proposes to issue and sell $200,000,000 of its 6 3/4% Notes Due 2003 and $300,000,000 of its 7% Notes Due 2006 (collectively, the "UK Notes") and (iii) Crown Cork & Seal Finance S.A. ("Crown France" and collectively with the Company and Crown UK, the "Issuers"), a societe anonyme organized under the laws of the Republic of France, proposes to issue and sell $200,000,000 principal amount of its 6 3/4% Notes Due 2003 (collectively with the Debentures and the UK Notes, the "Offered Debt Securities"). We offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement (the "Underwriting Agreement") filed as an exhibit to the registration statements of the Issuers on Form S-3 (No. 333-16869) and incorporated by reference herein, the Offered Debt Securities on the following terms:


2


I. CROWN CORK & SEAL COMPANY, INC.


A. 7 3/8% Debentures Due 2026
--------------------------


Principal Amount: $350,000,000


Interest: 7.375% per annum, from December 17, 1996,
payable semiannually on June 15 and December 15
of each year, commencing June 15, 1997, to
holders of record on the preceding June 1 or
December 1, as the case may be.


Maturity: December 15, 2026


Currency: US$


Denominations: $1,000


Form: Represented by 2 Global Notes in registered
form, and beneficial interests in such will
trade in DTC's Same-Day Funds Settlement System.


Optional Redemption: Section 11.09 of the Indenture shall be
applicable, at a rate equal to the Treasury
Rate plus 15 basis points.


Sinking Fund: None.


Delayed Delivery Contracts: None.


Other: Sections 4.01 and 10.12 of the
Indenture shall be applicable.


Purchase Price: 97.924% of principal amount, plus accrued
interest, if any, from December 17, 1996.


Expected Reoffering Price: 98.799% of principal amount, subject to change
by the undersigned.


3


B. 7 1/2% Debentures Due 2096
--------------------------


Principal Amount: $150,000,000


Interest: 7.500% per annum, from December 17, 1996,
payable semiannually on June 15 and December 15
of each year, commencing June 15, 1997, to
holders of record on the preceding June 1 or
December 1, as the case may be.


Maturity: December 15, 2096


Currency: US$


Denominations: $1,000


Form: Represented by 1 Global Note in registered form,
and beneficial interests in such will trade in
DTC's Same-Day Funds Settlement System.


Optional Redemption: Section 11.09 of the Indenture shall be
applicable, at a rate equal to the Treasury Rate
plus 20 basis points.


Sinking Fund: None.


Delayed Delivery Contracts: None.


Other: Sections 4.01, 10.12 and 11.10 ("Conditional
Right to Shorten Maturity") of the Indenture
shall be applicable.


Purchase Price: 97.224% of principal amount, plus accrued
interest, if any, from December 17, 1996.


Expected Reoffering Price: 98.349% of principal amount, subject to change
by the undersigned.


4


II. CROWN CORK & SEAL FINANCE PLC


A. 6 3/4% Notes Due 2003
---------------------


Principal Amount: $200,000,000


Guarantee: Unconditionally guaranteed by Crown Cork & Seal
Company, Inc. on the terms set forth in Section
13.01 of the Indenture.


Interest: 6.750% per annum, from December 17, 1996,
payable semiannually on June 15 and December 15
of each year, commencing June 1
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