1.7 Disputes. In the event of a disagreement or dispute between Respondents and the
Monitor concerning Respondents’ obligations under one or both of the Orders, and, in the event
that such disagreement or dispute cannot be resolved by the Parties, any Party may seek the
assistance of the individual in charge of the Commission’s Compliance Division.

1.9 Conflicts of Interest. If the Monitor becomes aware during the term of this
Agreement that it has or may have a conflict of interest that may affect or could have the
appearance of affecting performance by the Monitor of any of the Monitor’s Responsibilities, the
Monitor shall immediately inform Ball and the Commission of any such conflict.

ARTICLE II

2.1. Termination. This Agreement shall terminate upon the earlier of: (a) the
expiration or termination of the Orders; (b) the expiration or termination of the last to expire of
the Divestiture Agreements; (c) Respondents’ receipt of written notice from the Commission that
the Commission has determined that ING has ceased to act or failed to act diligently, or is
unwilling or unable to continue to serve as Monitor; and (d) with at least thirty (30) days advance
notice to be provided by the Monitor to Respondents and to the Commission, upon resignation of
the Monitor. If this Agreement is terminated for any reason, the confidentiality obligations set
forth in Section 1.3 above will remain in force.

2.2. Governing Law. This Agreement and the rights and obligations of the Parties
hereunder shall in all respects be governed by the substantive laws of the state of New York,
including all matters of construction, validity and performance. The Orders shall govern this
Agreement and any provisions herein which conflict or are inconsistent with them may be
declared null and void by the Commission and any provision not in conflict shall survive and
remain a part of this Agreement.

2.3. Disclosure of Information. Nothing in this Agreement shall require
Respondents to disclose any material information that is subject to a legally recognized privilege
or that Respondents are prohibited from disclosing by reason of law or an agreement with a third
party.

2.4 Assignment. This Agreement may not be assigned or otherwise transferred by
Respondents or the Monitor without the consent of Respondents and the Monitor and the
approval of the Commission. Any such assignment or transfer shall be consistent with the terms
of the Orders.

25 Modification. No amendment, modification, termination, or waiver of any
provision of this Agreement shall be effective unless made in writing, signed by all Parties, and
approved by the Commission. Any such amendment, modification, termination, or waiver shall
be consistent with the terms of the Orders.

2.6 Entire Agreement. This Agreement, and those portions of the Orders
incorporated herein by reference, constitute the entire agreement of the Parties and supersede any
and all prior agreements and understandings between the Monitor and Respondents, written or
oral, with respect to the subject matter hereof.


IN WITNESS WHEREOPF, the Parties hereto have executed this Agreement as of the
date first above written.

MONITOR RESPONDENT
ING Financial Markets LLC Ball Corporation
Phillip Comerford, Jr. By:

Managing Director Title:
RESPONDENT

REXAM

Rexam PLC

Bie

By: 04/0 g/8s0u
Title: comf4wy SEcRETARY


Commission staff, whether these contracts comply with the Hold Separate
Order.

4.2 As of the date of this Agreement, Respondents shall transfer to and confer upon
the Monitor all rights, powers and authority necessary to permit the Monitor to perform its duties
and responsibilities pursuant to and consistent with the purposes of the Hold Separate Order.

43 Subject to applicable laws and regulations, the Monitor shall have full and
complete access to the personnel, books, records, documents, and facilities of the Hold Separate
Business, and to any other relevant information as the Monitor may reasonably request,
including but not limited to all documents kept by the Respondents in the ordinary course of
business that relate to the Hold Separate Business. Respondents shall develop such financial and
other information as the Monitor may reasonably request and shall cooperate with the Monitor.
The Monitor shall give Respondents reasonable notice of any request for such access or
information. The Monitor shall attempt to schedule any access or requests for information in
such a manner as will not unreasonably interfere with Respondents’ operations.

[The rest of the page has been intentionally left blank.]


2.7 Duplicate Originals. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same document.

2.8 Section Headings. Any heading of a section is for convenience only and is to be
assigned no significance whatsoever as to its interpretation and intent.

ARTICLE III

3. In the performance of his functions and duties under this Agreement, the Monitor
shall exercise the standard of care and diligence that would be expected of a reasonable person in
the conduct of its own business affairs.

3.2. It is understood that the Monitor will be serving under this Agreement as an
independent contractor and that the relationship of employer and employee shall not exist
between the Monitor and Respondents. The Monitor shall not have a fiduciary responsibility to
the Respondents, but shall have fiduciary duties to the Commission.

3.3. This Agreement is for the sole benefit of the Parties hereto and their permitted
assigns and the Commission, and nothing herein express or implied shall give, or be construed to
give, any other person any legal or equitable rights hereunder.

3.4 In the event that ING wishes to terminate this Agreement, ING shall provide
written notice to the Respondents and the Commission. Respondents and ING shall work in
good faith with the Commission to identify and propose to the Commission a successor Monitor.
ING shall continue to serve as Monitor under the terms of this Agreement until such time as the
Commission approves a successor Monitor, and ING’s termination of this Agreement shall be
effective only upon the approval by the Commission of a successor Monitor.

ARTICLE IV

41 If the Orders include a Hold Separate Order, the Monitor should have all of the
powers and responsibilities and protections conferred upon the Monitor by the Hold Separate
Order, including but not limited to:

a. monitoring the organization and operations of the Hold Separate Business,
as defined in the Hold Separate Order;

b. monitoring the management of the Hold Separate Business through the
Manager, as defined in the Hold Separate Order;

c monitoring the independence of the Hold Separate Business;

d, monitoring Respondents’ compliance with its obligations as required by

the Hold Separate Order; and

e. reviewing Replacement Contracts and Allocated Shared Contracts, both as
defined in the Hold Separate Order, and determining, in consultation with


IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the

date first above written.
MONITOR

ING Financial Markets LLC
Phillip Comerford, Jr.
Managing Director

RESPONDENT
REXAM

Rexam PLC

Title:

RESPONDENT

Ball Corporation

Jb? olor

By: Y4RLE’ E. OARKER
Title: Wree AKEL GENT


CONFIDENTIAL

MONITOR AGREEMENT

This Monitor Agreement (this “Agreement”) entered into thisL¢“day of February, 2016
by and among ING Financial Markets LLC (“ING” or the “Monitor”), Ball Corporation (“Ball”)
and Rexam PLC (“Rexam” and together with Ball, the “Respondents”), (ING, Ball and/or
Rexam collectively, the “Parties”) provides as follows:

WHEREAS, the United States Federal Trade Commission (the “Commission”) has
accepted or will shortly accept for public comment an Agreement Containing Consent Order,
including a proposed Decision and Order and a proposed Order to Hold Separate and Maintain
Assets (“Hold Separate Order” and collectively, the “Orders”), which, among other things,
requires the divestiture of certain plants and other assets, as defined in the Orders, and
contemplates the appointment of a Monitor to monitor Respondents’ compliance with its
obligations under the Orders;

WHEREAS, the Commission plans to appoint ING as Monitor pursuant to the Orders,
and ING has consented to such appointment;

WHEREAS, the Orders will further provide that Respondents shall execute an
agreement, subject to the prior approval of the Commission, that confers all the rights and
powers necessary to permit the Monitor to monitor Respondents’ compliance with the terms of
the Orders; and

WHEREAS, the Parties to this Agreement intend to be legally bound, subject only to the
Commission’s approval of this Agreement.

NOW, THEREFORE, the Parties agree as follows:

All capitalized terms used in this Agreement and not specifically defined herein shall
have the respective definitions given to them in the Orders.

ARTICLE I

1d Monitor’s Responsibilities. The Monitor shall be responsible for monitoring
Respondents’ compliance with its obligations as set forth in the Orders and the Divestiture
Agreements, as defined in the Orders (“Monitor’s Responsibilities”).

1.2 Access to Relevant Information and Facilities. Subject to any legally
recognized privilege, the Monitor shall have full and complete access to the personnel, facilities,
books, and records of Respondents related to Respondents’ obligations under the Orders and the
Divestiture Agreements, as the Monitor may reasonably request. Respondents shall cooperate
with any reasonable request of the Monitor. The Monitor shall give Respondents reasonable
notice of any request for such access or such information and shall attempt to schedule any
access or requests for information in such a manner as will not unreasonably interfere with
Respondents’ operations, At the request of the Monitor, Respondents shall promptly arrange
meetings and discussions, including tours of relevant facilities, at reasonable times and locations


IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date first above written.

MONITOR RESPONDENT

ING Financial Markets LLC Ball Corporation

hillip Comerford, Jr. By:
Managing Director Title:

RESPONDENT
REXAM

Rexam PLC

By:
Title:


the entry of a protective order or the receipt of a waiver of this Monitor
Agreement, the Monitor or any person referenced in 1.4(b)(i) herein is
compelled by law or legal process to disclose any confidential information,
such party (x) may disclose such information solely to the extent required by
law; (y) shall not disclose such information until such time as it is required by
law; and (z) shall exercise commercially reasonable efforts to obtain reliable
assurances that confidential treatment will be accorded to any confidential
information so disclosed. Notwithstanding the foregoing, the Monitor or any
person referenced in 1.4(b)(i) herein may disclose confidential information to
any regulatory or self-regulatory agency having jurisdiction over such party in
the course of routine reviews or audits when such disclosure is required by
law, which confidential information may be disclosed with notice to
Respondents.

1.5. Monitor Payment. Ball will pay the Monitor the hourly fee specified in the
attached confidential fee schedule (“Hourly Fee”) for all reasonable time spent in performance of
the Monitor’s duties under this Agreement. In addition, Ball will pay: (a) out-of-pocket expenses
reasonably incurred by the Monitor in the performance of the Monitor's duties; and (b) fees and
disbursements reasonably incurred by such consultants, accountants, attorneys, and other
representatives and assistants as are reasonably necessary to carry out the Monitor's duties and
responsibilities hereunder; however, all such fees and disbursements shall be pre-approved by
Ball, which shall not withhold approval unreasonably, The Monitor shall provide Ball with an
invoice on a monthly basis that includes details and an explanation of all matters for which
Monitor submits an invoice and Ball shall pay such invoices according to Ball’s standard
payment terms of 15/31 second month prox terms, Any consultants, accountants, attorneys, and
other representatives and assistants retained by the Monitor shall invoice their services to the
Monitor who will review and approve such invoices and submit to Ball for payment. At its own
expense, Ball may retain an independent auditor to verify such invoices. The Monitor and Ball
shall submit any disputes about invoices to the Commission for assistance in resolving such
disputes.

1.6 Monitor’s Indemnification. Ball agrees to indemnify the Monitor, ING Groep
N.V. and all affiliates of ING Groep N.V., and their directors and employees (the “Indemnified
Parties”) and Ball shall hold the Indemnified Parties harmless (regardless of any action, whether
in contract, statutory law, tort or otherwise) against any losses, claims, damages, liabilities, or
expenses arising out of, or in connection with, the performance of the Monitor's duties and
obligations hereunder, including all reasonable fees of counsel and other expenses incurred in
connection with the preparation for, or defense of, any claim whether or not resulting in any
liability, except to the extent that such liabilities, losses, damages, claims, or expenses result
from gross negligence, willful misconduct, or bad faith by the Indemnified Parties. The
Monitor’s maximum liability to Respondents relating to services rendered pursuant to this
Monitor Agreement (regardless of the form of the action, whether in contract, statutory law, tort,
or otherwise) shall be limited to the total sum of the fees paid to the Monitor by Ball, except to
the extent resulting from the gross negligence, willful misconduct or bad faith by the
Indemnified Parties, in which case the liability is not so limited.


maintain the confidentiality, for a period of three (3) years after the
termination of this Agreement, of all other aspects of the performance of the
Monitor’s Responsibilities and not disclose any confidential information,
including Confidential Business Information, relating thereto;

not be involved in any way in the management, production, supply and
trading, sales, marketing, and financial operations of any products of
Respondents that compete with the products sold by the plants and other
assets, as defined in and to be divested pursuant to the Orders, except to the
extent permitted by the Orders, and

upon termination of the Monitor’s duties under this Agreement, consult with
the Commission’s staff regarding disposition of any written and electronic
materials (including materials that Respondents provided to the Monitor) in
the possession or control of the Monitor that relate to the Monitor’s duties,
and the Monitor shall dispose of such materials, which may include sending
such materials to the Commission’s staff, as directed by the staff. In response
to a request by Respondents to return or destroy materials that Respondents
provided to the Monitor, the Monitor shall inform the Commission’s staff of
such request and, if the Commission’s staff do not object, shall comply with
the Respondents’ request. Notwithstanding the foregoing, the Monitor shall
not be required to return or destroy confidential information contained in an
archived computer back-up system for its disaster recovery and/or security
purposes, and it may retain a copy of confidential information, subject to the
terms of this Agreement, in accordance with its internal record retention
procedures for legal or regulatory purposes. Nothing herein shall abrogate the
Monitor’s duty of confidentiality, which includes an obligation not to disclose
any non-public information obtained while acting as a Monitor for three (3)
years after termination of this Agreement.

For the purpose of this Agreement, information shall not be considered
confidential or proprietary to the extent that it is or becomes part of the public
domain (other than as the result of any action by the Monitor or by any
employee, agent, affiliate or consultant of the Monitor), or to the extent that
the recipient of such information can demonstrate that such information was
already known to the recipient at the time of receipt from a source other than
the Monitor, the Respondents, or any director, officer, employee, agent,
consultant or affiliate of the Monitor, Respondents, when such source was not
known to recipient after due inquiry to be restricted from making such
disclosure to such recipient.

In the event that confidential information must be disclosed by the Monitor or
any person referenced in 1.4(b)(i) herein under applicable law or pursuant to
legal process, such party shall, to the extent not otherwise prohibited, give
written notice to the Respondents that such disclosure is required so that the
Respondents may, at Respondents’ sole expense, seek an appropriate
protective order or waive compliance with the terms hereof or both. If, absent


between the Monitor and employees of Respondents who have knowledge relevant to the proper
discharge of the Monitor’s responsibilities under the Orders.

1.3. Compliance Reports. Respondents shall report to the Monitor in accordance
with the requirements of the Orders.

1.4 Monitor’s Obligations. The Monitor shall:

a.

carry out the Monitor’s Responsibilities, including submission of periodic
reports, and such additional written reports as may be requested by the
Commission staff, to the Commission staff regarding Respondents’
compliance with the Orders;

maintain the confidentiality of all confidential information, including
Confidential Business Information, and any other non-public confidential
information provided to the Monitor by Respondents, the Acquirers of the
Divested Businesses, any supplier or customer of Respondents, or the
Commission, and shall use such confidential information only for the purpose
of discharging the Monitor’s obligations pursuant to this Agreement and not
for any other purpose, including, without limitation, any other business,
scientific, technological, or personal purpose. The Monitor may disclose
confidential information only to:

i, persons employed by ING Groep N.V. or an affiliate of ING Groep
N.V. or who are working with the Monitor under this Agreement;

ii. persons working with the Monitor under this Agreement (and only
to the extent such persons have executed a confidentiality
agreement consistent with the provisions of this Agreement); and

iii. persons employed at the Commission, the European Commission
or the Brazilian Administrative Council of Economic Defense
(CADE) working on this matter.

request confidential treatment by the Commission, the European Commission,
and CADE of any confidential information turned over to these entities;

maintain a record and inform the Commission of all persons (other than the
persons referenced in 1.4 (b)(i) and 1.4 (b)(iii) above) to whom confidential
information related to this Monitor Agreement has been disclosed;

require any consultants, accountants, attorneys, and any other representatives
or assistants retained by the Monitor to assist in carrying out the Monitor’s
Responsibilities to execute a confidentiality agreement that requires such third
parties to treat confidential information with the same standards of care and
obligations of confidentiality to which the Monitor must adhere under this
Agreement;