0000931763-02-003721 Sample Contracts

August 9, 2001
Letter Agreement • December 30th, 2002 • Bway Corp • Metal cans

The purpose of this letter agreement (the “Agreement”) is to set forth the terms upon which you may be entitled to certain benefits upon a change in control of Bway Corporation (the “Company”).[1] The Company agrees to provide the following enhanced benefits to you in exchange for your continued employment with the Company and Your compliance with all of Your obligations under this Agreement. Specifically, you (“You” or “Your”) and the Company (collectively, the “Parties”) agree:

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AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights Agreement • December 30th, 2002 • Bway Corp • Metal cans • Delaware

Amendment No. 3, dated as of September 30, 2002 (this “Amendment No. 3”), to the Rights Agreement, dated as of June 9, 1995 and as previously amended (the “Rights Agreement”), between BWAY Corporation, a Delaware corporation f/k/a Brockway Standard Holdings Corporation (the “Company”), and Harris Trust and Savings Bank, an Illinois banking corporation (the “Rights Agent”), as directed by the Company. Capitalized terms not otherwise defined herein have the meaning given to such terms in the Rights Agreement.

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