Ball Corporation 2005 Deferred Compensation Plan


    Exhibit
      10.1

     

    Ball
      Corporation

    2005
      Deferred Compensation 

    Plan

    


    Effective
      January 1, 2005

    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    

    
 

    Ball
      Corporation 2005 Deferred Compensation Plan

     

    Article
      I 

    Establishment
      and Purpose 

    


    Article
      II

    Definitions 

    


    Article
      III

    Eligibility
      and Participation 

    


    Article
      IV

    Deferral
      Elections 

    


    Article
      V

    Company
      Awards 

    


    Article
      VI

    Valuation
      of Accounts; Deemed Investments 

    


    Article
      VII

    Distribution
      and Withdrawals 

    


    Article
      VIII

    Administration 

    


    Article
      IX

    Amendment
      and Termination 

    


    Article
      X

    Informal
      Funding 

    


    Article
      XI

    Claims 

    


    Article
      XII

    General
      Conditions 

    


    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    Article
      I

    Establishment
      and Purpose

    


    


    Ball
      Corporation (the “Company”) has maintained and will continue to maintain the
      Ball Corporation 2001 Deferred Compensation Plan, the Ball Corporation 2000
      Deferred Compensation Company Stock Plan, and the Ball Corporation 2002 Deferred
      Compensation Plan for Directors (the “Grandfathered Plans”). 

    


    Effective
      January 1, 2005 the Company hereby adopts the Ball Corporation 2005 Deferred
      Compensation Plan (the “2005 Plan” or the “Plan”). The purpose of the Plan is to
      continue to provide Participants with an opportunity to defer receipt of a
      portion of their salary, bonus and other specified cash compensation in
      compliance with Internal Revenue Code Section 409A. 

    


    In
      addition, proposed Treasury regulations published on October 4, 2005, require
      the Company to adopt written amendments prior to December 31, 2005 with respect
      to items of transition relief described in Notice 2005-1 that expire on December
      31, 2005. This Plan document is intended to satisfy the amendment requirements
      of the proposed regulations without the amendment constituting a “material
      modification” to the Grandfathered Plans. The Company expects to review and
      restate the Plan in 2006 in accordance with the extended transition relief
      deadlines set forth in the proposed regulations.

    


    The
      Plan
      is not intended to meet the qualification requirements of Code Section 401(a),
      but is intended to meet the requirements Code Section 409A, and to be an
      unfunded arrangement providing deferred compensation to eligible employees
      who
      are part of a select group of management or highly compensated employees of
      the
      Company, its subsidiaries and affiliates, within the meaning of Sections 201,
      301 and 401 of ERISA. The Plan is intended to be exempt from the requirements
      of
      Parts 2, 3 and 4 of Title I of ERISA as a "top hat" plan, and to be eligible
      for
      the alternative method of compliance for reporting and disclosure available
      for
      unfunded "top hat" plans.

    


    Article
      II

    Definitions

    


    
      	
              2.1

            	
              Account.
                Account means a bookkeeping account maintained by the Plan Administrator
                to record deferrals allocated to it by the Participant, the Company
                in the
                form of Company Awards (if any), returns on Deemed Investments, payments,
                and such other transactions, if any, that may be required to properly
                administer the Plan. Without limiting the Plan Administrator’s authority
                to establish Accounts as it deems necessary, Accounts may include,
                for
                each Participant, (a) Separation Accounts (b) Specified Date Accounts
                and/or (c) any Deferred Disability Account. Such Accounts shall be
                used to
                determine the amount of benefits payable to a Participant or Beneficiary
                in accordance with the form of payment and timing requirements specified
                in the Participant’s Compensation Deferral Agreements and subject to the
                terms of the Plan. The Account shall not constitute or be treated
                as an
                escrow, trust fund, or any other type of funded account for Code
                or ERISA
                purposes and amounts credited thereto shall not be considered “plan
                assets” for federal income tax or ERISA purposes. Accounts under this Plan
                shall reflect only those amounts considered to be Deferrals as defined
                in
                this Plan. 

            


    


    
      
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    The
      provisions of this Plan shall apply only to such Accounts and shall not apply
      to
      any Grandfathered Plan accounts.

    


    
      	
              2.2

            	
              Account
                Balance.
                Account Balance means, with respect to any Account, the value on
                each
                Business Day of such Account. The Account Balance is determined as
                of the
                Payment Date (or Business Day next preceding the Payment Date if
                not on a
                Business Day) for the purpose of paying any benefit under the provisions
                of Article VII.

            


    

    


    
      	
              2.3

            	
              Allocation
                Election.
                Allocation Election means a choice by a Participant of one or more
                Investment Options, and the allocation among them, in which future
                Participant deferrals and/or existing Account Balances are Deemed
                Invested
                for purposes of determining earnings in a particular
                Account.

            


    

    


    
      	
              2.4

            	
              Beneficiary.
                Beneficiary means a person, estate, or trust designated by a Participant
                to receive benefits to which such Beneficiary is entitled in accordance
                with provisions of the Plan. The Participant’s spouse, if living,
                otherwise the Participant’s estate, shall be the Beneficiary
                if

            


    

    


    
      	 	
              a.

            	
              the
                Participant has not designated a person or trust as Beneficiary,
                or

            


    

    
      	 	
              b.

            	
              the
                designated Beneficiary(ies) has/have all predeceased the
                Participant.

            


    

    


    
      	
              2.5

            	
              Business
                Day.
                A
                Business Day is each day on which the New York Stock Exchange is
                open for
                business.

            


    

    


    
      	
              2.6

            	
              Change
                in Control.
                Change of Control shall have the meaning given to a “change in control” or
                similar term as defined in the trust established under Section 10.2.
                If
                such trust does not define “change in control” or a similar term, Change
                in Control shall have the same definition as the definition under
                Section
                409A of the Code.

            


    

    


    
      	
              2.7

            	
              Code.
                Code means the Internal Revenue Code of 1986, as amended from time
                to
                time, the Treasury Department regulations issued thereunder, and
                applicable Notices, Revenue Rulings and similar guidance issued by
                the
                Internal Revenue Service.

            


    

    


    
      	
              2.8

            	
              Committee.
                Committee means the Deferred Compensation Committee of the Company.
                

            


    

    


    
      
        	
                2.9

              	
                Company.
                  Company means Ball Corporation, its subsidiares and its
                  successors.

              


      

       

    

    
      	
              2.10

            	
              Company
                Award.
                Company Award means a credit by the Company to a Separation or Specified
                Date Account as specified by the Company in accordance with the provisions
                of Article V of the Plan. Company Awards are made or not made in
                the sole
                discretion of the Company and the fact that a Company Award is made
                in one
                year shall not obligate the Company to continue to make such Company
                Award
                in subsequent years.

            


    

    


    
      	
              2.11

            	
              Compensation.
                Compensation means, for purposes of this Plan, annual incentive awards
                and
                long-term incentive compensation. Compensation may also include,
                without
                limitation, base salary (including any deferred salary under a Code
                Section 401(k) or 125 plan) and such other cash or equity-based
                compensation (if any) that is determined by the Plan Administrator,
                in its
                sole discretion, as eligible for deferral under the terms of this
                Plan.
                

            


    


    
      
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              2.12

            	
              Compensation
                Deferral Agreement.
                Compensation Deferral Agreement means an agreement submitted to the
                Plan
                Administrator in which a Participant (a) makes an election to defer
                Compensation in accordance with Article IV, (b) makes an Allocation
                Election with respect to his or her Accounts, (c) specifies the Accounts
                that will be credited with deferrals under the Agreement, (d) specifies
                the Payment Dates for each such Account and (e) specifies a Payment
                Schedule with respect to payments from each such Account. A Compensation
                Deferral Agreement is effective (and irrevocable, subject to the
                provisions of the Plan) with respect to a service period or Company
                Contribution as of the first day following the election period specified
                in Article IV or as provided under Treasury Department regulations.
                A
                Compensation Deferral Agreement remains in effect until modified
                in
                accordance with the Plan. 

            


    

    


    Notwithstanding
      the foregoing, and subject to the provisions of Section 3.3, the Plan
      Administrator may modify a Participant’s Compensation Deferral Agreement at any
      time to conform the Compensation Deferral Agreement and the Plan to applicable
      law. The Compensation Deferral Agreement will consist of an agreement prepared
      under the authority of the Plan Administrator which may be modified from time
      to
      time, consistent with the material terms of the Plan and the Plan
      Administrator’s authority as delegated by the HR Committee of the Board of
      Directors of the Company. A completed Compensation Deferral Agreement, and
      any
      modifications thereto authorized under the Plan, may be submitted to the Plan
      Administrator in paper or electronic form, under procedures prescribed by the
      Plan Administrator.

    


    
      	
              2.13

            	
              Death
                Distribution.
                Death Distribution shall mean the payment of the Participant’s Account
                Balances, to the Participant's Beneficiary(ies) in accordance with
                Article
                VII of the Plan.

            


    

    


    
      	
              2.14

            	
              Deemed
                Investment.
                A
                Deemed Investment means the conversion of a dollar amount of deferred
                Compensation and Company Awards (if any) credited to a Participant’s
                Deferred Compensation Account into notional shares or units of ownership
                (or a fraction of such measures of ownership, if applicable) of a
                security
                (e.g. mutual fund, company stock, or other investment) which is referred
                to by the Investment Option(s) selected by the Participant. The conversion
                shall occur as if shares (or units) of the designated investment
                were
                being purchased (or sold, in the case of a distribution) at the purchase
                price as of the close of business of the day on which the Deemed
                Investment occurs. At no time shall a Participant have any real or
                beneficial ownership in the actual security to which the Investment
                Option
                refers, irrespective of whether such a Deemed Investment is mirrored
                by an
                actual identical investment by the Company or a trustee acting on
                behalf
                of the Company. 

            


    

    


    
      	
              2.15

            	
              Deferral.
                Deferral means a deferral of Compensation that is subject to the
                deferral
                election and payment requirements of Code Section
                409A.

            


    

    


    
      	
              2.16

            	
              Deferred
                Compensation Account.
                Deferred Compensation Account means the Account maintained by the
                Plan
                Administrator that records the total amount of liability of the Company
                to
                a Participant at any point in time, and includes all unpaid Account
                Balances.

            


    


    
      
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              2.17

            	
              Deferred
                Disability Account.
                Deferred Disability Account means the Account established to record
                the
                Deferred Disability Contribution specified in Section 5.3 and to
                pay the
                Deferred Disability Benefit under Section
                7.5.

            


    

    


    
      	
              2.18

            	
              Disability.
                Disability means disability under the Company’s long-term disability
                programs for Eligible Employees.

            


    

    


    
      	
              2.19

            	
              Effective
                Date.
                Effective Date means January 1, 2005 with respect to Deferrals occurring
                on or after such date.

            


    

    


    
      	
              2.20

            	
              Eligible
                Employee.
                Eligible Employee means an Employee of the Company or its subsidiaries
                who
                is part of a select group of management or highly compensated employees
                of
                the Company (which also includes for this purpose its subsidiaries
                and
                affiliated companies) within the meaning of Sections 201(2), 301(a)(3)
                and
                401(a)(1) of ERISA, and who is selected by the Plan Administrator
                to
                participate in the Plan. 

            


    

    


    
      	
              2.21

            	
              Employee.
                Employee means a common law employee of the Company or its
                subsidiaries.

            


    

    


    
      	
              2.22

            	
              ERISA.
                ERISA means the Employee Retirement Income Security Act of 1974,
                as
                amended from time to time.

            


    

    


    
      	
              2.23

            	
              Investment
                Option.
                Investment Option means a notional investment approved by the Plan
                Administrator for use as part of an Investment Option menu, which
                a
                Participant may elect as a measuring device to determine Deemed Investment
                earnings (positive or negative) to be valued in the Participant's
                Account(s). The Participant has no legal or beneficial ownership
                in the
                security or other investment represented by the Investment
                Option.

            


    

    


    
      	
              2.24

            	
              Participant.
                Participant means an Eligible Employee employed by the Company or
                its
                subsidiaries who: (a) has elected to defer Compensation in accordance
                with
                the Plan; (b) has received a Company Award; or (c) has a Deferred
                Compensation Account Balance greater than zero regardless of whether
                the
                Participant is still employed by the Company or its subsidiaries.
                A
                Participant’s continued participation in the Plan shall be governed by
                Section 3.2 of the Plan.

            


    

    


    
      	
              2.25

            	
              Payment
                Date.
                Payment Date means the date on which payments from an Account are
                scheduled to commence. 

            


    

    


    a. 
Separation
      Accounts.
      A
      Participant may elect in a Compensation Deferral Agreement that establishes
      a
      Separation Account the number of years following Separation from Service when
      payment will be made from the Account (e.g., “Third year following Separation
      from Service”). The Payment Date is January 1 of such year. If no Payment Date
      is designated, the Payment Date is January 1 of the year following the year
      in
      which the Participant has a Separation from Service.

    


    b. 
Specified
      Date Accounts. The
      Payment Date for a Specified Date Account is January 1 of the year specified
      for
      such Account.


    
      
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    c. 
Separation
      Prior to Age 55. In
      the
      event a Participant Separates from Service prior to attaining age 55, the
      Payment Date for all Accounts is January 1 of the year following the year in
      which the Separation from Service occurred.

    


    d. 
Death.
      In
      the
      event of the Participant’s death, the Payment Date for payments to Beneficiaries
      is January 1 of the year following the year in which the Participant
      died.

    


    e. 
Deferred
      Disability Benefit. A
      Participant entitled to a Deferred Disability Benefit will receive payment
      commencing January 1 of the year following the year in which the Participant
      attains age 65.

    


    f. 
Administration.
      Pursuant
      to Code Section 409A, payment will be treated as made upon the applicable
      Payment Date if the payment is made by the later of the first date it is
      administratively feasible to do so after such Payment Date or the end of the
      calendar year containing such Payment Date. The Plan Administrator shall adopt
      such administrative procedures as are necessary to reasonably ensure that
      payments scheduled for January 1 of a given year will be made after January
      1 of
      such year and before February 15 of such year.

    


    In
      addition, to facilitate administration of the Plan, all Participants shall
      be
      treated as “specified employees” as defined in Code Section 409A. Accordingly,
if
      a
      Payment Date occurs in the year following a Separation from Service, payment
      will be made as follows:

    


    
      	 	
              1.

            	
              If
                Separation from Service occurs prior to July 1, actual payment will
                be
                made no earlier than January 1 of the year next following the year
                in
                which the Separation from Service occurred, and, except where required
                for
                administrative necessity, no later than February 15 of such
                year.

            


    

    


    
      	 	
              2.

            	
              If
                Separation from Service occurs on or after July 1 and before December
                31,
                actual payment will be made no earlier than July 1 of the year next
                following the year in which the Separation from Service occurred,
                and,
                except where required for administrative necessity, no later than
                August
                15 of such year.

            


    

    


    
      	
              2.26

            	
              Payment
                Schedule.
                Payment Schedule means the form in which payments will be made from
                the
                Account established under the Plan. The Payment Schedule for an Account
                will be a single lump sum unless the Participant elects an alternative
                Payment Schedule at the time(s) and in the manner specified in this
                Plan.

            


    

    


    A
      Participant may elect to receive a Separation Account or Specified Date Account
      (a) in a lump sum from 0% to 100% of the Account Balance, and (b) the balance,
      if any, in annual installments from two (2) to fifteen (15) years. If the lump
      sum is less than 100%, then (i) the lump sum and (ii) the series of annual
      installments will each be treated as separate Payment Schedules for purposes
      of
      the payment modification provisions of Section 4.6c.

    


    All
      Accounts will be paid to a Participant who Separates from Service prior to
      attaining age 55 in a single lump sum, regardless of any other Payment Schedule
      that may be in effect for the Accounts.


    
      
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    A
      Death
      Distribution will be paid from each Account pursuant to the Payment Schedule
      in
      effect for each such Account.

    


    A
      Deferred Disability Benefit will be paid in a single lump sum.

    


    Notwithstanding
      any Payment Schedule elected by a Participant, distributions shall not be made
      in such a manner as to cause the acceleration of a payment in violation of
      Code
      Section 409A. The Plan Administrator retains the authority to determine when
      and
      to what extent a payment option, unless modified, would result in acceleration
      of a payment and to make corresponding adjustments to the Participant’s Payment
      Schedule to avoid an impermissible acceleration.

    


    
      	
              2.27

            	
              Performance-Based
                Compensation.
                Performance-Based Compensation means Compensation based on services
                performed over a period of not less than twelve months and which
                meets the
                following requirements: (a) the payment of the Compensation or the
                amount
                of the Compensation is contingent upon the satisfaction of organizational
                or individual performance criteria that are established within the
                first
                90 days of the performance period, and (b) the performance criteria
                are
                not substantially certain to be met at the time a Compensation Deferral
                Agreement is submitted to the Plan Administrator. Performance criteria
                may
                be subjective but must relate to the performance of the Participant,
                a
                group of Employees that includes the Participant or a business unit
                (which
                may include the Company) for which the Participant provides services.
                The
                determination that any subjective performance criteria have been
                met shall
                not be made by the Participant or by a family member of the Participant.
                Performance-Based Compensation does not include any amount or portion
                of
                any amount that will be paid regardless of performance or which is
                based
                on a level of performance that is substantially certain to be met
                at the
                time the criteria is established. The definition of Performance-Based
                Compensation shall at all times be applied consistently with the
                provisions of Code Section 409A, which are incorporated by
                reference.

            


    

    


    
      	
              2.28

            	
              Plan.
                Plan means the Ball Corporation Deferred Compensation Plan as documented
                herein and as may be amended from time to time
                hereafter.

            


    

    


    
      	
              2.29

            	
              Plan
                Administrator.
                Plan Administrator means the Deferred Compensation Committee of the
                Company. 

            


    

    


    
      	
              2.30

            	
              Separation
                from Service.
                Separation from Service or Separates from Service shall mean a
                Participant’s termination of employment with the Company or its
                subsidiaries for any reason. The foregoing not withstanding, if a
                Participant transfers to the employ of the Company or any other entity
                that is within the controlled group of entities described in Section
                414(b),(c),(m) or (o) of the Code that includes the Company, no Separation
                from Service shall be deemed to have occurred for purposes of this
                Plan.
                Whether a Separation from Service has occurred will be subject to
                Treasury
                Department regulations promulgated under Code Section
                409A.

            


    

    


    
      	
              2.31

            	
              Separation
                Account.
                A
                Separation Account is an Account established to record amounts subject
                to
                payment upon Separation from Service as described in Section
                4.6a.

            


    


    
      
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              2.32

            	
              Specified
                Date Account.
                A
                Specified Date Account is an Account established to record amounts
                subject
                to specified Payment Dates as described in Section
                4.6b.

            


    

    


    
      	
              2.33

            	
              Target
                Total Annual Compensation.
                Target Total Annual Compensation means, with respect to a Participant,
                the
                total of the Participant’s annual salary for the calendar year, plus the
                target annual incentive award established pursuant to the Ball Corporation
                Economic Value Added Incentive Compensation Plan, or any successor
                plan.

            


    

    


    
      	
              2.34

            	
              Unforeseeable
                Emergency.
                An unforeseeable emergency is a severe financial hardship to the
                Participant resulting from a sudden and unexpected illness or accident
                of
                the Participant or of a dependent (as defined in Code Section 152(a))
                of
                the Participant, loss of the Participant's property due to casualty,
                or
                other similar extraordinary and unforeseeable circumstances arising
                as a
                result of events beyond the control of the Participant, as defined
                in
                Prop. Treas. Reg. 1.409A-3(g)(3). The Plan Administrator, in its
                sole
                discretion and subject to the requirements of Code Section 409A,
                shall
                determine whether a Participant has experienced an Unforeseeable
                Emergency. Imminent foreclosure or eviction from the Participant’s or
                Beneficiary’s primary residence, the need to pay medical expenses, and
                funeral expenses of a spouse or dependent may constitute an Unforeseeable
                Emergency. The purchase of a home and the payment of college tuition
                are
                not Unforeseeable Emergencies.

            


    

    


    Article
      III

    Eligibility
      and Participation

    


    


    
      	
              3.1

            	
              Eligibility
                and Participation.
                Each Eligible Employee shall be eligible to participate in this Plan.
                An
                Eligible Employee becomes a Participant upon submission of a Compensation
                Deferral Agreement to the Plan
                Administrator.

            


    

    


    
      	
              3.2

            	
              Duration.
                A
                Participant shall be eligible to defer Compensation and receive
                allocations of Company Awards subject to the terms of the Plan as
                long as
                such Participant is an Eligible
                Employee.

            


    

     

           
A
      Participant who is an Eligible Employee at the time he or she is placed on
      a
      disability leave of absence in accordance with the Company’s policies and
      procedures shall continue to be a Participant eligible to receive Company Awards
      under Section 5.3 during such leave of absence.

    


           
A
      Participant who is no longer an Eligible Employee but continues to be employed
      by the Company may not defer Compensation but may otherwise exercise all of
      the
      rights of a Participant under the Plan with respect to his or her Deferred
      Compensation Account. On and after a Separation from Service, a Participant
      shall remain a Participant as long as his or her Compensation Deferral Account
      is greater than zero and during such time may continue to make Allocation
      Elections. An individual shall cease participation in the Plan when all benefits
      under the Plan to which he or she is entitled have been paid.

    



    
      
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              3.3

            	
              Revocation
                of Future Participation.
                Notwithstanding the provisions of Section 3.2, the Committee may,
                in its
                discretion, revoke such Participant’s eligibility to make future deferrals
                under this Plan. Such revocation will not affect in any manner a
                Participant’s Deferred Compensation Account or other terms of this
                Plan.

            


    

    


    
      	
              3.4

            	
              Notification.
                Each newly Eligible Employee shall be notified by the Plan Administrator,
                in writing, of the date of his or her initial eligibility to participate
                in this Plan.

            


    

    


    Article
      IV

    Deferral
      Elections

    


    


    
      	
              4.1

            	
              Deferral
                Elections.
                A
                Participant shall make Deferral elections by completing and submitting
                to
                the Plan Administrator the Compensation Deferral Agreement which
                shall
                specify the amount of the Deferral, Account designation for the Deferral
                (Specified Date Account or Separation Account), Allocation Election,
                Payment Date and Payment Schedule, as described in this Article IV.
                A
                Participant may establish up to six Accounts which may be designated
                as
                Separation Accounts or Specified Date
                Accounts.

            


    

    


    
      	
              4.2

            	
              Time
                of Election.

            


    

    


    
      	 	
              a.

            	
              Initial
                Eligibility.
                In the case of the calendar year in which an Employee first becomes
                an
                Eligible Employee, a Compensation Deferral Agreement that defers
                Compensation with respect to services to be performed in such calendar
                year and subsequent to the election may be submitted to the Plan
                Administrator within 30 days after such Eligible Employee becomes
                eligible
                to participate in the Plan.

            


    

    


    Eligible
      Employees who became Employees after January 1 of the calendar year may defer
      an
      annual incentive award for such calendar year. The election will be deemed
      to
      apply to services after the election if the maximum deferral is no greater
      than
      the portion
      of the Compensation equal to the total amount of the Compensation for the
      service period multiplied by the ratio of the number of days remaining in the
      performance period after the election over the total number of days in the
      performance period.

    


    Notwithstanding
      the foregoing, an Employee who was performing services for the Company as of
      January 1 and who became and Eligible Employee prior to June 1 may elect to
      defer an annual incentive award that qualifies as Performance-Based
      Compensation, in accordance with the requirements of paragraph c., below.
      Subject to Code Section 409A, such Eligible Employee may defer the maximum
      bonus
      permitted by the Plan Administrator for all Participants in such
      year.

    


    If
      an
      Eligible Employee does not submit a Compensation Deferral Agreement within
      the
      first 30 days of his or her eligibility to participate in the Plan, such
      Eligible Employee may submit a Compensation Deferral Agreement at such other
      times as are specified in this Plan. Such Compensation Deferral Agreement shall
      constitute the initial deferral election with respect to the Payment Schedule
      applicable to the Participant’s Separation and/or Specified Date Accounts
      established under such Compensation Deferral Agreement.


    
      
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              b.

            	
              Subsequent
                Years.
                For any subsequent year, the Compensation Deferral Agreement containing
                the election to defer Compensation (other than Performance-Based
                Compensation described in Section 4.2c. below) for services performed
                during such year must be submitted to the Plan Administrator no later
                than
                December 31 of the preceding calendar
                year.

            


    

    


    
      	 	
              c.

            	
              Performance-Based
                Compensation.
                In
                the case of any Performance-Based Compensation based upon a performance
                period of at least 12 months, provided that the Participant performed
                services continuously from a date no later than the date upon which
                the
                performance criteria are established through a date no earlier than
                the
                date upon which the service provider makes an initial deferral election,
                an initial deferral election may be made with respect to such
                Performance-Based Compensation no later than the date that is six
                months
                before the end of the performance period, provided that in no event
                may an
                election to defer Performance-Based Compensation be made after such
                Compensation has become both substantially certain to be paid and
                readily
                ascertainable. A
                Participant may elect to defer Performance-Based Compensation in
                his or
                her initial year of eligibility or any subsequent year, provided
                the
                requirements of this paragraph c. are
                satisfied.

            


    

    


    d.   
      Automatic
      Renewals. The
      Plan
      Administrator may, in its discretion, provide for automatically renewable
      Compensation Deferral Agreements. An automatically renewable Compensation
      Deferral Agreement deferring annual incentive awards and other Compensation
      permitted by the Plan Administrator will remain in effect for all future
      calendar years and performance periods unless modified or revoked during the
      applicable enrollment period specified in a. through c. above.


    
      	 	
              e.

            	
              Non-elective
                Deferrals.
                The HR Committee of the Company’s Board of Directors may specify deferrals
                of Compensation that, if paid, would be non-deductible under the
                provisions of Code Section 162(m). Such amounts will be credited
                to a
                Separation Account designated by the
                Company.

            


    

    


    
      	 	
              f.

            	
              Awards
                Subject to Forfeiture.
                A
                Participant may elect to defer Compensation awarded during the calendar
                year, provided (i) the initial election with respect to such award
                is
                filed with the Plan Administrator no later than 30 days after the
                award is
                made, (ii) such award is subject to a substantial risk of forfeiture
                for a
                period of not less than thirteen (13) months from the date of the
                award
                and (iii) the award would, absent the deferral, be payable no later
                than
                2-1/2 months following the calendar year in which such award is no
                longer
                subject to a substantial risk of
                forfeiture.

            


    

    


    An
      election to defer Compensation after the 30-day period described above may
      be
      filed no later than a date that is twelve (12) months prior to the date on
      which
      such award or portion thereof is no longer subject to a substantial risk of
      forfeiture (the “vesting date”), provided that the payment under the
      Compensation Deferral Agreement occurs no earlier than five (5) years after
      the
      vesting date.

    


    
      	 	
              g.

            	
              2005
                Elections.
                The Plan Administrator has the authority, effective January 1, 2005
                to
                allow any or all Participants to make or modify a Compensation Deferral
                Agreement with respect to deferrals subject to Code Section 409A,
                which
                relate all or in part to services performed prior to December 31,
                2005.
                Such election or modification must be filed with the Plan Administrator
                no
                later than March 15, 2005.

            


    


    
      
        9

         

      

      
         

        
          

        

      

      
         

      

    


    
      	
              4.3

            	
              Amount
                of Deferral.
                The deferral election under a Compensation Deferral Agreement shall
                designate a dollar amount or whole percentage of Compensation to
                be
                deferred. The Plan Administrator may establish a minimum or maximum
                deferral amount for each component of Compensation and may permit
                separate
                elections for each component of Compensation.


            


    

    


    
      	
              4.4

            	
              Changes
                To A Deferral Election.

            


    

    


    
      	 	
              a.

            	
              Reductions
                for Withholding.
                A
                Participant’s Deferral Election may be reduced by such amount as is
                necessary to enable the Company to satisfy any tax withholding and
                payroll
                deduction obligations of the Participant and the Company as are required
                by law, the requirements of any benefit programs sponsored by the
                Company
                and Company procedures. Such reductions shall not be required if
                the
                Participant makes alternative arrangements with the Company for payment
                of
                such amounts.

            


    

    


    
      	 	
              b.

            	
              Participant’s
                Right to Modify or Revoke.
                An election to defer Compensation described in Section 4.2b. may
                be
                modified or revoked no later than the day preceding the first day
                of the
                calendar year to which such election applies. An election to defer
                Performance-Based Compensation may be modified or revoked no later
                than
                the last day a deferral election may be filed under Section 4.2c
                with
                respect to such Compensation. Notwithstanding the foregoing, a Participant
                may revoke an election as provided in Section 4.4c. Modifications
                and
                revocations must be submitted during such times as are specified
                by the
                Plan Administrator.

            


    

    


    
      	 	
              c.

            	
              Unforeseeable
                Emergency.
                A
                Participant may revoke an election to defer Compensation during the
                calendar year in which such Compensation is earned (or, in the case
                of
                Performance-Based Compensation, after the deadline specified in the
                enrollment materials) in the case of (a) an Unforeseeable Emergency
                or (b)
                a hardship distribution to the Participant described in Treas. Reg.
                Section 1.401(k)-1(d)(3).

            


    

    


    
      	
              4.5

            	
              Allocation
                Elections.
                A
                Participant’s deferral election may also specify the Investment Options in
                which deferrals will be deemed to be invested in accordance with
                Section
                6.2.

            


    

    


    
      	
              4.6

            	
              Payment
                Dates and Payment Schedules.
                

            


    

    


    
      	 	
              a.

            	
              Separation
                Payments.
                A
                Participant’s Compensation Deferral Agreement may designate one or more
                specified Payment Dates for payment of Deferrals after Separation
                from
                Service. The Plan Administrator shall create a Separation Account
                for each
                such Payment Date, to be credited with the portion of Deferrals allocated
                to such Separation Account. A Participant may maintain up to six
                Separation Accounts, reduced by the number of Specified Date Accounts
                established under paragraph 4.6b.,
                below.

            


    

    


    In
      the
      case of a Separation from Service prior to the date the Participant attains
      age
      55, all Separation Accounts will be paid as of the Payment Date specified in
      Section 2.25 in the form of a single lump sum.


    
      
        10

         

      

      
         

        
          

        

      

      
         

      

    


    In
      the
      case of a Separation from Service on or after a Participant attains age 55,
      payment will be made as of the Payment Date and under the Payment Schedule
      designated by the Participant. The Participant may designate the Payment Date
      and Payment Schedule for a Separation Account no later than the applicable
      submission deadline described in Section 4.2 for the Compensation Deferral
      Agreement that establishes such Separation Account. If no Payment Date is
      specified, the Payment Date is the date specified in Section 2.25. If no Payment
      Schedule is specified, payment shall be made in a single lump sum.

    


    Deferrals
      that are not allocated to a Separation Account or Specified Date Account under
      the terms of a Deferred Compensation Agreement will be allocated to the
      Separation Account with the earliest Payment Date. If a Participant has more
      than one Separation Account with the same Payment Date, the allocation will
      be
      made to the Separation Account with the shortest Payment Schedule. The
      determination of the Payment Date and Payment Schedules for purposes of this
      paragraph shall be determined at the time the Compensation Deferral Agreement
      authorizing the Deferral was filed with the Plan Administrator. If a Separation
      Account has not been established, the Administrator shall establish a Separation
      Account payable as of the Payment Date specified in 2.25 and payable in a single
      lump sum. 

    


    
      	 	
              b.

            	
              Specified
                Date Payment.
                A
                Participant’s Compensation Deferral Agreement may designate specified
                Payment Dates which may occur no earlier than the minimum deferral
                period
                specified by the Plan Administrator from time to time. The Plan
                Administrator shall create a Specified Date Account for each Payment
                Date,
                to be credited with the portion of Deferrals allocated to such Specified
                Date Account under the Compensation Deferral Agreement. A Participant
                may
                maintain up to six Specified Date Accounts, reduced by the number
                of
                Separation Accounts established under paragraph 4.6a.,
                above.

            


    

    


    The
      Participant must designate a Payment Date and Payment Schedule for each
      Specified Date Account no later than the applicable submission deadline
      described in Section 4.2 for the Deferred Compensation Agreement that
      establishes the Specified Date Account. If a Payment Date is not specified,
      the
      Specified Date Account will be converted to a Separation Account and such
      Account will be paid in a single lump sum as of the Payment Date specified
      in
      Section 2.25. 

    


    
      	 	
              c.

            	
              Modification
                to Payment Date and/or Payment Schedule.
                The Participant may modify a Payment Date and/or a Payment Schedule
                for a
                Separation Account or Specified Date Account as
                follows:

            


    

    


    
      	 	
              i.

            	
              An
                existing Payment Date and/or Payment Schedule may be changed so long
                as
                (i) the election may not take effect until at least twelve (12) months
                after the date on which the election is made, (ii) the date that
                such
                election is submitted to the Plan Administrator is at least twelve
                (12)
                months prior to the current Payment Date, and (iii) the Payment Date
                after
                modification is at least five (5) years after the current Payment
                Date.

            


    


    
      
        11

         

      

      
         

        
          

        

      

      
         

      

    


    
      	 	
              ii.

            	
              A
                modification that does not conform to the requirements of this paragraph
                c. shall be deemed not to have been made and will be disregarded
                by the
                Plan Administrator. In such a case, the Plan Administrator will pay
                benefits as of the Payment Date and under the Payment Schedule in
                effect
                prior to the nonconforming
                modification.

            


    

    


    
      	 	
              iii.

            	
              An
                election to change Payment Date and/or Payment Schedule is specific
                to the
                Account to which it refers, and shall not affect other Accounts or
                the
                ability of the Participant to designate new Payment Dates and Payment
                Schedules with respect to future
                Deferrals.

            


    

    


    
      	 	
              iv.

            	
              The
                modification of a Payment Date shall be further subject to the
                requirements of Code Section 409A.

            


    

    


    
      	 	
              d.

            	
              2005
                and 2006 Modifications to Payment Elections.
                During 2005 and 2006, the Plan Administrator may, in its discretion,
                permit Participants to establish Separation Accounts and/or Specified
                Date
                Accounts, to designate a Payment Date and Payment Schedule for each
                such
                Account and to allocate existing Account balances among such Accounts.
                Participants may also be permitted to modify any Payment Date and/or
                Payment Schedule associated with a Separation Account or Specified
                Date
                Account. Elections may be filed with the Plan Administrator pursuant
                to
                this paragraph without regard to (i) the requirements in paragraph
                c.,
                above and (ii) the prohibition on acceleration of payments under
                Code
                Section 409A. 

            


    

    


    Modification
      elections filed pursuant to this paragraph d. shall be subject to the following
      rules. A modification to a Payment Date scheduled in 2005 or 2006 must be filed
      prior to the scheduled Payment Date and no later than December 31, 2005. A
      modification to a Payment Date scheduled in 2007 or later must be filed no
      later
      than December 31, 2006. A modification filed on or after January 1, 2006 may
      not
      accelerate a payment from a later year into 2006. Subject to the foregoing
      limitations, the Plan Administrator has the authority to prescribe the time,
      manner and scope of any election to modify a Payment Date or Payment Schedule
      under the terms of this paragraph.

    


    
      	 	
              e.

            	
              Company’s
                Right to Modify.
                The Plan Administrator may modify a Payment Schedule election as
                necessary
                (and only as necessary) to conform the Payment Schedule to applicable
                law.

            


    

    



    
      
        12

         

      

      
         

        
          

        

      

      
         

      

    


    Article
      V

    Company
      Contributions

    


    


    
      	
              5.1

            	
              Company
                Awards.
                The HR Committee of the Board of Directors may, in its sole and absolute
                discretion, authorize Company Awards to one, some, or all of the
                Participant(s) in an amount determined in the sole and absolute discretion
                of the Committee. A Company Award may be made at any time during
                the
                calendar year and may consist of “matching” contributions. The HR
                Committee of the Board of Directors shall be under no obligation
                to make
                contributions to the Plan unless the Company has entered into a separate
                agreement (such as an employment agreement) to make such
                contributions.

            


    

    


    
      	
              5.2

            	
              Vesting.
                Company Awards and the Deemed Investment earnings thereon, shall
                vest in
                accordance with the vesting schedule(s) established by the Plan
                Administrator at the time that the Company Award is made. The unvested
                portion shall be forfeited upon Separation from Service. The Committee
                may, at any time, in its sole discretion, increase a Participant’s vested
                interest in a Company Award or restore any
                forfeiture.

            


    

    


    
      	
              5.3

            	
              Deferred
                Disability Contribution. 
                The Company will make an annual contribution to a Participant’s Account
                (known as a Deferred Disability Account) during each year in which
                a
                Participant is receiving disability benefits from the Company.  The
                amount of the Disability Contribution will equal 12.5% of the
                Participant’s Target Total Annual Compensation (defined below), up to a
                maximum of $70,000.  The Disability Contribution Account will be 100%
                vested at all times.  Payment from the Disability Contribution
                Account will be made on the earliest to occur of (a) the date a
                Participant attains age 65, (b) Unforeseeable Emergency or (c)
                death.  Payment will be made under the Payment Schedule in effect for
                the Participant’s Separation and Specified Date Accounts. Contributions
                under this Section 5.3 shall be made during such times as the Company
                is
                receiving payments under a policy of insurance that are payable due
                to the
                Participant’s disability.

            


    

    


    For
      purposes of this Section 5.3, Target Total Annual Compensation means, as of
      the
      last date prior to salary continuance, the total of (i) Participant’s annualized
      salary and the (ii) the Participant’s target annual incentive award under the
      Ball Corporation Economic Value Added Incentive Compensation Plan.

    


    Article
      VI

    Valuation
      of Accounts; Deemed Investments

    


    


    
      	
              6.1

            	
              Valuation.
                The valuation of a Participant’s Accounts will be adjusted as of each
                Business Day to reflect deferrals, earnings on Deemed Investments
                and
                distributions since the previous Business Day. The valuation of a
                benefit
                payable under Article VII will be determined as of the Business Day
                prior
                to the date payment is made from the Plan. The Plan Administrator
                may
                adopt such additional or alternative procedures as it may reasonably
                determine are appropriate for the valuation of Participant
                Accounts.

            


    


    
      
        13

         

      

      
         

        
          

        

      

      
         

      

    


    Deferrals
      pertaining to base salary shall be deducted on a proportionate basis from each
      paycheck the Participant receives during the calendar year and credited to
      the
      Participant’s Accounts as of the date such Compensation would have otherwise
      been paid. Deferrals pertaining to other forms of Compensation shall be credited
      to the Participant’s Accounts as of the day such Compensation otherwise would
      have been paid. 

    


    
      	
              6.2

            	
              Allocation
                Elections.
                Participants may make an Allocation Election pursuant to which their
                Accounts will be credited with earnings on Deemed Investments. A
                Participant may make a new Allocation Election with respect to future
                deferrals or current Account Balances (or both), provided that such
                new
                allocations shall be in increments of one percent (1%) of each Account
                and
                apply to such Account Balance. Subject to restrictions on the timing
                and
                number of permitted changes to Allocation Elections within certain
                time
                periods (if any) established by the Plan Administrator, new Allocation
                Elections may be made on any Business Day, and will become effective
                on
                the same Business Day or, in the case of Allocation Elections received
                after a cut-off time established by the Plan Administrator, the following
                Business Day. All deferrals shall be credited to the appropriate
                Account
                and a Deemed Investment shall be made in the investment(s) represented
                by
                the Investment Option(s) elected by the Participant as of the close
                of
                business on the deferral date or as otherwise provided by the Plan
                Administrator.

            


    

    


    
      	
              6.3

            	
              Investment
                Options.
                Deemed Investments shall consist of a menu of Investment Options
                provided
                by the Plan Administrator. Investment Options do not represent actual
                ownership of, nor ownership rights in or to, the securities or other
                investments to which the Investment Options refer. The Plan Administrator,
                in its sole discretion, shall be permitted to add or remove Investment
                Options provided that any such additions or removals of Investment
                Options
                shall not be effective with respect to any period prior to the effective
                date of such change. Any portion of an Account or new deferrals which
                has
                not been allocated or which cannot be allocated under a Participant’s
                Allocation Election shall be deemed to be invested in a money market
                fund
                or such other default Investment Option specified by the Plan
                Administrator. Such Investment Option shall have, as its primary
                objective, the preservation of
                capital.

            


    

    


    
      	
              6.4

            	
              Notional
                Investments.
                Notwithstanding anything in this section to the contrary, the Plan
                Administrator shall have the sole and exclusive authority to direct
                the
                investment of any or all amounts deferred in any manner, regardless
                of any
                Allocation Elections by any Participant. A Participant’s Allocation
                Election and Deemed Investments shall be used solely for purposes
                of
                determining the value of such Participant’s Account Balances and the
                amount of the corresponding liability of the Company in accordance
                with
                this Plan.

            


    

    



    
      
        14

         

      

      
         

        
          

        

      

      
         

      

    


    Article
      VII

    Distribution
      and Withdrawals

    


    


    
      	
              7.1

            	
              Separation
                Accounts.
                

            


    

    


    
      	 	
              a.

            	
              In
                the event that a Participant Separates from Service, any Separation
                Account will be paid to such Participant in accordance with the Payment
                Date and Payment Schedule elections in effect for each such Account.
                The
                amount of such payments shall be determined as of the Business Day
                preceding the date on which payment is made. In the event a Participant
                has elected installment payments, the installment payments shall
                be
                determined as set forth in Section 7.3 of the
                Plan.

            


    

    


    
      	 	
              b.

            	
              Notwithstanding
                a Participant’s election to receive a Separation Account as of a specified
                year, all Separation Account Balances shall be distributed upon Separation
                from Service under the provisions of Section 2.25(c) in a single
                lump sum.
                The amount of such payments shall be determined as of the Business
                Day
                preceding the date on which payment is
                made.

            


    

    


    
      	
              7.2

            	
              Specified
                Date Accounts.

            


    

    


    
      	 	
              a.

            	
              Each
                Specified Date Account shall be paid in accordance with the Payment
                Date
                and Payment Schedule elections in effect for such Account. The amount
                of
                such payments shall be determined as of the Business Day preceding
                the
                date on which payment is made. In the event a Participant has elected
                installment payments, the installment payments shall be determined
                as set
                forth in Section 7.3 of the Plan. 

            


    

    


    
      	 	
              b.

            	
              Notwithstanding
                a Participant’s election to receive a Specified Date Account as of a
                specified year, all Specified Date Account Balances shall be distributed
                upon Separation from Service under the provisions of Section 2.25(c)
                in a
                single lump sum. The amount of such payments shall be determined
                as of the
                Business Day preceding the date on which payment is
                made.

            


    

    


    
      	
              7.3

            	
              Installment
                Payments.
                Installment payments will be made as of the applicable Payment Date
                and
                each anniversary thereof. For payments described in Section 2.25(f)(2),
                payments will be made as of the July 1 payment date and each anniversary
                thereof. The amount of an installment payment is the applicable Account
                Balance as of the Payment Date (or anniversary thereof) determined
                on the
                Business Day prior to the date a payment is made divided by the remaining
                number of installments under the Payment
                Schedule.

            


    

    


    
      	
              7.4

            	
              Small
                Account Balance Lump Sum Payment.
                Anything to the contrary in this Plan notwithstanding, in the event
                that a
                Participant’s Deferred Compensation Account Balance is less than $25,000
                as of the January 1 following the year in which the Participant Separates
                from Service, the Participant’s Accounts shall be paid in a single lump
                sum in such following year at the time specified in Section 2.25f,
                and any
                form of payment election to the contrary shall be null and void.
                The
                amount of such payments shall be determined as of the Business Day
                preceding the date on which payment is
                made.

            


    


    
      
        15

         

      

      
         

        
          

        

      

      
         

      

    


    
      	
              7.5

            	
              Deferred
                Disability Benefit.
                The Company shall pay or commence payment of the Deferred Disability
                Benefit as of the Deferred Disability Payment
                Date.

            


    

    


    
      	
              7.6

            	
              Death
                Distribution.
                In the event of a Participant’s death, the Participant’s Beneficiary shall
                be paid a Death Distribution as of the Payment Date specified in
                Section
                2.25d and under the Payment Schedule in effect for each of the
                Participant’s Accounts. The amount of such payments shall be determined as
                of the Business Day preceding the date on which payment is
                made.

            


    

    


    
      	
              7.7

            	
              Unforeseeable
                Emergency.
                A
                Participant may request, in writing to the Plan Administrator, a
                withdrawal from his or her Accounts if the Participant experiences
                an
                Unforeseeable Emergency. Withdrawals of amounts because of an
                Unforeseeable Emergency are limited to the extent reasonably needed
                to
                satisfy the emergency need, which cannot be met with other resources
                of
                the Participant. The amount of such withdrawal shall be subtracted
                first
                from the vested portion of the Account with the latest Payment Date
                at the
                time of the withdrawal request and then from the Account with the
                next
                latest Payment Date until the withdrawal is completed. Values for
                purposes
                of determining the source of the withdrawal under this Section shall
                be
                determined on the date the Plan Administrator approves the amount
                of the
                Unforeseeable Emergency withdrawal, or such other date determined
                by the
                Plan Administrator.

            


    

    


    A
      withdrawal under this Section 7.7 by a Participant who is a “16b Officer” must
      be approved by the HR Committee of the Board of Directors.

    


    
      	
              7.8

            	
              Domestic
                Relations Order.
                Notwithstanding the Payment Dates and Payment Schedule selected by
                a
                Participant with respect to his or her Accounts and any other provision
                of
                this Plan, the Plan Administrator is authorized to divide such
                Participant’s Accounts with and distribute a portion of such Participant’s
                Accounts to one or more “alternate payees” at the time and in the manner
                specified in a court order described in Section 414(p)(1)(B) of the
                Code.

            


    

    


    
      	
              7.9

            	
              Permitted
                Delays.
                Notwithstanding the foregoing, the Company shall delay any payment
                to a
                Participant under the Plan upon the Plan Administrator’s reasonable
                anticipation of one or more of the following events:
                

            


    

    


    
      	 	
              a.

            	
              The
                Company’s deduction with respect to such payment otherwise would be
                limited or eliminated by application of Code Section
                162(m);

            


    

    


    
      	 	
              b.

            	
              The
                making of the payment would violate a term of a loan agreement to
                which
                the Company or one of its subsidiaries is a party, or other similar
                contract to which the Company or one of its subsidiaries is a party,
                and
                such violation would cause material harm to the Company or one of
                its
                subsidiaries; or 

            


    

    


    
      	 	
              c.

            	
              The
                making of the payment would violate Federal securities laws or other
                applicable law;

            


    

    


    provided,
      that any payment subject to this Section 7.9 shall be paid in accordance with
      Code Section 409A.


    
      
        16

         

      

      
         

        
          

        

      

      
         

      

    


    Article
      VIII

    Administration

    


    


    
      	
              8.1

            	
              Plan
                Administration.
                This Plan shall be administered by the Plan Administrator, which
                shall
                have discretionary authority to make, amend, interpret and enforce
                all
                appropriate rules and regulations for the administration of this
                Plan and
                to utilize its discretion to decide or resolve any and all questions,
                including but not limited to eligibility for benefits and interpretations
                of this Plan and its terms, as may arise in connection with the Plan.
                Claims for benefits shall be filed with the Plan Administrator and
                resolved in accordance with the claims procedures in Article
                XI.

            


    

    


    
      	
              8.2

            	
              Withholding.
                The Company shall have the right to withhold from any payment made
                under
                the Plan (or any amount deferred into the Plan) any taxes required
                by law
                to be withheld in respect of such payment (or
                deferral).

            


    

    


    
      	
              8.3

            	
              Indemnification.
                The Company shall indemnify and hold harmless each employee, officer,
                or
                director to whom or to which it delegated duties, responsibilities,
                and
                authority under the Plan or otherwise with respect to administration
                of
                the Plan, including, without limitation, the Plan Administrator,
                the
                Committee and their agents against all claims, liabilities, fines
                and
                penalties, and all expenses reasonably incurred by or imposed upon
                him or
                it (including but not limited to reasonable attorney fees) which
                arise as
                a result of his or its actions or failure to act in connection with
                the
                operation and administration of the Plan to the extent lawfully allowable
                and to the extent that such claim, liability, fine, penalty, or expense
                is
                not paid for by liability insurance purchased or paid for by the
                Company.

            


    

    


    
      	
              8.4

            	
              Expenses.
                The expenses of administering the Plan shall be paid by the Company.
                Notwithstanding the foregoing, the Committee may indirectly allocate
                expenses, in its discretion, to Participants through a reduction
                to any or
                all Participant Accounts.

            


    

    


    
      	
              8.5

            	
              Delegation
                of Authority.
                In the administration of this Plan, the Plan Administrator may, from
                time
                to time, employ agents and delegate to them such administrative duties
                as
                it sees fit, and may from time to time consult with legal counsel
                who may
                be legal counsel to the Company.

            


    

    


    
      	
              8.6

            	
              Binding
                Decisions or Actions.
                The decision or action of the Plan Administrator in respect of any
                question arising out of or in connection with the administration,
                interpretation and application of the Plan and the rules and regulations
                thereunder shall be final and conclusive and binding upon all persons
                having any interest in the Plan.

            


    

    


    



    
      
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    Article
      IX

    Amendment
      and Termination

    


    


    
      	
              9.1

            	
              Amendment
                and Termination.
                The Plan is intended to be permanent, but the HR Committee of the
                Board of
                Directors of the Company may at any time modify, amend, or terminate
                the
                Plan, provided that such modification, amendment or termination shall
                not
                cancel, reduce, or otherwise adversely affect the amount of benefits
                of
                any Participant accrued (and any form of payment elected) as of the
                date
                of any such modification, amendment, or termination, without the
                consent
                of the Participant. A termination of the Plan shall not, by itself,
                result
                in payments to Participants under the Plan, except to the extent
                permitted
                under Code Section 409A. Unless distributions are otherwise permissible
                under such regulations, payments to Participants shall be made at
                the
                times specified in a Participant’s Compensation Deferral Agreements and
                the terms of the Plan applicable to such Agreements prior to the
                Plan’s
                termination.

            


    

    


    
      	
              9.2

            	
              Adverse
                Income Tax Determination.
                Notwithstanding anything to the contrary in the Plan, if any Participant
                receives a deficiency notice from the United States Internal Revenue
                Service asserting constructive receipt of deferrals under the Plan,
                Company Awards, and/or the investment earnings attributed thereto
                due to
                any Participant withdrawal right or other Plan provision, the Plan
                Administrator, in its sole discretion, may declare null and void
                any Plan
                provision with respect to affected Participants that causes such
                Participant to be in constructive receipt of income. If the laws
                of the
                United States or of any relevant state are amended or construed in
                such a
                way as to make this Plan (or its intended deferral of compensation
                and
                taxes) in whole or in part void, then the Plan Administrator, in
                its sole
                discretion, may give effect to the Plan in such a manner as it deems
                will
                best carry out the purposes and intentions of this Plan. Nothing
                in this
                Section 9.2 shall be construed to limit the Plan Administrator or
                Company’s authority under applicable law to take any such action as may be
                necessary to accomplish the objective of the Plan to defer the recognition
                of compensation for the purpose of the taxation of
                income.

            


    

    


    Notwithstanding
      any other provision of this Plan document or the provisions of any Compensation
      Deferral Agreement, a Participant will receive a distribution from the Plan
      in a
      single lump sum equal to the amount required to be included in income as a
      result of a violation of the terms and conditions of Code Section 409A and
      the
      Treasury Department Regulations promulgated thereunder.

    



    
      
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    Article
      X

    Informal
      Funding

    


    


    
      	
              10.1

            	
              General
                Assets.
                All benefits in respect of a Participant under this Plan shall be
                paid
                directly from the general funds of the Company or a Rabbi Trust created
                for the purpose of informally funding the Plan, and other than such
                Rabbi
                Trust, if created, no special or separate fund shall be established
                and no
                other segregation of assets shall be made to assure payment. No
                Participant, spouse or Beneficiary shall have any right, title or
                interest
                whatever in or to any investments that the Company or its subsidiaries
                may
                make to aid the Company in meeting its obligation hereunder. Nothing
                contained in this Plan, and no action taken pursuant to its provisions,
                shall create or be construed to create a trust of any kind, or a
                fiduciary
                relationship, between the Company, or any if its subsidiaries or
                affiliated companies and any Employee, spouse, or Beneficiary. To
                the
                extent that any person acquires a right to receive payments from
                the
                Company hereunder, such rights are no greater than the right of an
                unsecured general creditor of the
                Company.

            


    

    


    
      	
              10.2

            	
              Rabbi
                Trust.
                The Company may, at its sole discretion, establish a grantor trust,
                commonly known as a Rabbi Trust, as a vehicle for accumulating the
                assets
                needed to pay the promised benefit, but the Company shall be under
                no
                obligation to establish any such trust or any other informal funding
                vehicle.

            


    

    


    Article
      XI

    Claims

    


    


    
      	
              11.1

            	
              Filing
                a Claim.
                Any controversy or claim arising out of or relating to the Plan shall
                be
                filed with the Plan Administrator which shall make all determinations
                concerning such claim. Any decision by the Plan Administrator denying
                such
                claim shall be in writing and shall be delivered to the Participant
                or
                Beneficiary filing the claim (‘Claimant’).


            


    

    


    
      	 	
              a.

            	
              In
                General.
                Notice of a denial of benefits (other than Disability benefits) will
                be
                provided within 90 days of the Plan Administrator’s receipt of the
                Claimant's claim for benefits. If the Plan Administrator determines
                that
                it needs additional time to review the claim, the Plan Administrator
                will
                provide the Claimant with a notice of the extension before the end
                of the
                initial 90-day period. The extension will not be more than 90 days
                from
                the end of the initial 90-day period and the notice of extension
                will
                explain the special circumstances that require the extension and
                the date
                by which the Plan Administrator expects to make a
                decision.

            


    

    


    
      	 	
              b.

            	
              Disability
                Benefits.
                Notice of denial of Disability benefits will be provided within forty-five
                (45) days of the Plan Administrator’s receipt of the Claimant’s claim for
                Disability benefits. If the Plan Administrator determines that it
                needs
                additional time to review the Disability claim, the Plan Administrator
                will provide the Claimant with a notice of the extension before the
                end of
                the initial 45-day period. If the Plan Administrator determines that
                a
                decision cannot be made within the first extension period due to
                matters
                beyond the control of the Plan Administrator, the time period for
                making a
                determination may be further extended for an additional 30 days.
                If
                

            


    


    
      
        19

         

      

      
         

        
          

        

      

      
         

      

    


    such
      an
      additional extension is necessary, the Plan Administrator shall notify the
      Claimant prior to the expiration of the initial 30-day extension. Any notice
      of
      extension shall indicate the circumstances necessitating the extension of time,
      the date by which the Plan Administrator expects to furnish a notice of
      decision, the specific standards on which such entitlement to a benefit is
      based, the unresolved issues that prevent a decision on the claim and any
      additional information needed to resolve those issues. A Claimant will be
      provided a minimum of 45 days to submit any necessary additional information
      to
      the Plan Administrator. In the event that a 30-day extension is necessary due
      to
      a Claimant’s failure to submit information necessary to decide a claim, the
      period for furnishing a notice of decision shall be tolled from the date on
      which the notice of the extension is sent to the Claimant until the earlier
      of
      the date the Claimant responds to the request for additional information or
      the
      response deadline. 

    


    
      	 	
              c.

            	
              Contents
                of Notice.
                If a claim for benefits is completely or partially denied, notice
                of such
                denial shall be in writing and shall set forth the reasons for denial
                in
                plain language. The notice shall (1) cite the pertinent provisions
                of the
                Plan document and (2) explain, where appropriate, how the Claimant
                can
                perfect the claim, including a description of any additional material
                or
                information necessary to complete the claim and why such material
                or
                information is necessary. The claim denial also shall include an
                explanation of the claims review procedures and the time limits applicable
                to such procedures, including a statement of the Claimant’s right to bring
                a civil action under Section 502(a) of ERISA following an adverse
                decision
                on review. In the case of a complete or partial denial of a Disability
                benefit claim, the notice shall provide a statement that the Plan
                Administrator will provide to the Claimant, upon request and free
                of
                charge, a copy of any internal rule, guideline, protocol, or other
                similar
                criterion that was relied upon in making the
                decision.

            


    

    


    
      	
              11.2

            	
              Appeal
                of Denied Claims.
                A
                Claimant whose claim has been completely or partially denied shall
                be
                entitled to appeal the claim denial by filing a written appeal with
                the HR
                Committee. A Claimant who timely requests a review of the denied
                claim (or
                his or her authorized representative) may review, upon request and
                free of
                charge, copies of all documents, records and other information relevant
                to
                the denial and may submit written comments, documents, records and
                other
                information relevant to the claim to the HR Committee. All written
                comments, documents, records, and other information shall be considered
                “relevant” if the information (1) was relied upon in making a benefits
                determination, (2) was submitted, considered or generated in the
                course of
                making a benefits decision regardless of whether it was relied upon
                to
                make the decision, or (3) demonstrates compliance with administrative
                processes and safeguards established for making benefit decisions.
                The HR
                Committee may, in its sole discretion and if it deems appropriate
                or
                necessary, decide to hold a hearing with respect to the claim
                appeal.

            


    

    


    
      	 	
              a.

            	
              In
                General.
                Appeal of a denied benefits claim (other than a Disability benefits
                claim)
                must be filed in writing with the HR Committee no later than sixty
                (60)
                days after receipt of the written notification of such claim denial.
                The
                HR Committee shall make its decision regarding the merits of the
                denied
                claim within sixty (60) days following receipt of the appeal (or
                within
                one hundred and twenty (120) days after such receipt, in a case where
                there are special circumstances requiring extension of
                

            


    


    
      
        20

         

      

      
         

        
          

        

      

      
         

      

    


    time
      for
      reviewing the appealed claim). If an extension of time for reviewing the appeal
      is required because of special circumstances, written notice of the extension
      shall be furnished to the Claimant prior to the commencement of the extension.
      The notice will indicate the special circumstances requiring the extension
      of
      time and the date by which the HR Committee expects to render the determination
      on review. The review will take into account comments, documents, records and
      other information submitted by the Claimant relating to the claim without regard
      to whether such information was submitted or considered in the initial benefit
      determination.

    


    
      	 	
              b.

            	
              Disability
                Benefits.
                Appeal of a denied Disability benefits claim must be filed in writing
                with
                the HR Committee no later than one hundred eighty (180) days after
                receipt
                of the written notification of such claim denial. The review shall
                be
                conducted by the HR Committee (exclusive of the person who made the
                initial adverse decision or such person’s subordinate). In reviewing the
                appeal, the HR Committee shall (1) not afford deference to the initial
                denial of the claim, (2) consult a medical professional who has
                appropriate training and experience in the field of medicine relating
                to
                the Claimant’s disability and who was neither consulted as part of the
                initial denial nor is the subordinate of such individual and (3)
                identify
                the medical or vocational experts whose advice was obtained with
                respect
                to the initial benefit denial, without regard to whether the advice
                was
                relied upon in making the decision. The HR Committee shall make its
                decision regarding the merits of the denied claim within forty-five
                (45)
                days following receipt of the appeal (or within ninety (90) days
                after
                such receipt, in a case where there are special circumstances requiring
                extension of time for reviewing the appealed claim). If an extension
                of
                time for reviewing the appeal is required because of special
                circumstances, written notice of the extension shall be furnished
                to the
                Claimant prior to the commencement of the extension. The notice will
                indicate the special circumstances requiring the extension of time
                and the
                date by which the HR Committee expects to render the determination
                on
                review. Following its review of any additional information submitted
                by
                the Claimant, the HR Committee shall render a decision on its review
                of
                the denied claim.

            


    

    


    
      	 	
              c.

            	
              Contents
                of Notice.
                If a benefits claim is completely or partially denied on review,
                notice of
                such denial shall be in writing and shall set forth the reasons for
                denial
                in plain language. 

            


    

    


    
      	 	
              i.

            	
              The
                decision on review shall set forth (a) the specific reason or reasons
                for
                the denial, (b) specific references to the pertinent Plan provisions
                on
                which the denial is based, (c) a statement that the Claimant is entitled
                to receive, upon request and free of charge, reasonable access to
                and
                copies of all documents, records, or other information relevant (as
                defined above) to the Claimant’s claim, and (d) a statement describing any
                voluntary appeal procedures offered by the plan and a statement of
                the
                Claimant’s right to bring an action under Section 502(a) of ERISA.
                

            


    

    



    
      
        21

         

      

      
         

        
          

        

      

      
         

      

    


    
      	 	
              ii.

            	
              For
                the denial of a Disability benefit, the notice will also include
                a
                statement that the HR Committee will provide, upon request and free
                of
                charge, (a) any internal rule, guideline, protocol or other similar
                criterion relied upon in making the decision, (b) any medical opinion
                relied upon to make the decision and (c) the required statement under
                Section 2560.503-1(j)(5)(iii) of the Department of Labor
                regulations.

            


    

    


    
      	
              11.3

            	
              Legal
                Action.
                A
                Claimant may not bring any legal action relating to a claim for benefits
                under the Plan unless and until the Claimant has followed the claims
                procedures under the Plan and exhausted his or her administrative
                remedies
                under such claims procedures.

            


    

    


    
      	
              11.4

            	
              Discretion
                of Committee.
                All interpretations, determinations and decisions of the Committee
                with
                respect to any claim shall be made in its sole discretion, and shall
                be
                final and conclusive.

            


    

    


    
      	
              11.5

            	
              Administration
                Upon Change in Control.

            


    

    


    Committee.
      For
      purposes of this Plan, the Committee shall be the Plan Administrator at all
      times prior to the occurrence of a Change in Control. Upon and after the
      occurrence of a Change in Control, the Plan Administrator shall be an
      independent third party selected by the individual who, immediately prior to
      such event, was the Company’s CEO or, if not so identified, the Company’s
      highest ranking officer (the “Ex-CEO”); provided, however, the Committee, as
      constituted immediately prior to a Change in Control, shall continue to act
      as
      the Plan Administrator of this Plan until the date on which the independent
      third party selected by the CEO accepts the responsibilities of Plan
      Administrator under this Plan. Upon and after a Change in Control, the Plan
      Administrator shall have the discretionary power to determine all questions
      arising in connection with the administration of the Plan and the interpretation
      of the Plan and Trust except benefit entitlement determinations upon appeal;
      provided, however, upon and after the occurrence of a Change in Control, the
      Plan Administrator shall have no power to direct the investment of Plan or
      Trust
      assets or select any investment manager or custodial firm for the Plan or Trust.
      Upon and after the occurrence of a Change in Control, the Company must: (1)
      pay
      all reasonable administrative expenses and fees of the Plan Administrator;
      (2)
      indemnify the Plan Administrator against any costs, expenses and liabilities
      including, without limitation, attorney’s fees and expenses arising in
      connection with the performance of the Plan Administrator hereunder, except
      with
      respect to matters resulting from the gross negligence or willful misconduct
      of
      the Plan Administrator or its employees or agents; and (3) supply full and
      timely information to the Plan Administrator on all matters relating to the
      Plan, the Trust, the Participants and their Beneficiaries, the Account Balances
      of the Participants, the date and circumstances of the Disability, death or
      Separation
      from Service
      of the
      Participants, and such other pertinent information as the Plan Administrator
      may
      reasonably require. Upon and after a Change in Control, the Plan Administrator
      may only be terminated (and a replacement appointed) by the Ex-CEO or, if not
      so
      identified, the Company’s highest ranking officer prior to the Change in
      Control. Upon and after a Change in Control, the Plan Administrator may not
      be
      terminated by the Company.


    
      
        22

         

      

      
         

        
          

        

      

      
         

      

    


    Benefit
      Review Committee.
      Upon
      and after the occurrence of a Change in Control, the HR Committee, as
      constituted immediately prior to a Change in Control, shall continue to review
      denied claims as provided in Article 14 of this Plan. In the event any member
      of
      the HR Committee resigns or is unable to perform the duties of a member of
      the
      HR Committee, successors to such members shall be selected by the Ex-CEO. Upon
      and after a Change in Control, the Benefits Review Committee shall have the
      discretionary power and authority to determine all questions arising in
      connection with the review of a denied claim as provided in Section 11.2 Upon
      and after the occurrence of a Change in Control, the Company must: (1) pay
      all
      reasonable administrative expenses and fees of the HR Committee; (2) indemnify
      the HR Committee against any costs, expenses and liabilities including, without
      limitation, attorney’s fees and expenses arising in connection with the
      performance of the HR Committee hereunder, except with respect to matters
      resulting from the gross negligence or willful misconduct of the HR Committee
      or
      its employees or agents; and (3) supply full and timely information to the
      HR
      Committee on all matters relating to the Plan, the Trust, the Participants
      and
      their Beneficiaries, the Account Balances of the Participants, the date and
      circumstances of the Disability, death or Separation
      from Service
      of the
      Participants, and such other pertinent information as the HR Committee may
      reasonably require. Upon and after a Change in Control, a member of the HR
      Committee may not be removed by the Company but may only be removed (and a
      replacement appointed) by the Ex-CEO.

    


    Article
      XII

    General
      Conditions

    


    


    
      	
              12.1

            	
              Anti-assignment
                Rule.
                No interest of any Participant, spouse or Beneficiary under this
                Plan and
                no benefit payable hereunder shall be assigned as security for a
                loan, and
                any such purported assignment shall be null, void and of no effect,
                nor
                shall any such interest or any such benefit be subject in any manner,
                either voluntarily or involuntarily, to anticipation, sale, transfer,
                assignment or encumbrance by or through any Participant, spouse or
                Beneficiary.

            


    

    


    
      	
              12.2

            	
              No
                Legal or Equitable Rights or Interest.
                No Participant or other person shall have any legal or equitable
                rights or
                interest in this Plan that are not expressly granted in this Plan.
                Participation in this Plan does not give any person any right to
                be
                retained in the service of the Company or any of its subsidiaries
                or
                affiliated companies. The right and power of the Company or its
                subsidiaries to dismiss or discharge an Employee is expressly reserved.
                Notwithstanding the provisions of Section 9.2, the Company makes
                no
                representations or warranties as to the tax consequences to a Participant
                or a Participant’s beneficiaries resulting from a deferral of income
                pursuant to the Plan or that the Plan complies in form or operation
                with
                Section 409A of the Code and regulations issued
                thereunder.

            


    

    


    
      	
              12.3

            	
              No
                Employment Contract.
                Nothing contained herein shall be construed to constitute a contract
                of
                employment between an Employee and the Company or any of its subsidiaries
                or affiliated companies.

            


    


    
      
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              12.4

            	
              Headings.
                The headings of Sections are included solely for convenience of reference,
                and if there is any conflict between such headings and the text of
                this
                Plan, the text shall control. 

            


    

    


    
      	
              12.5

            	
              Invalid
                or Unenforceable Provisions.
                If any provision of this Plan shall be held invalid or unenforceable,
                such
                invalidity or unenforceability shall not affect any other provisions
                hereof and the Plan Administrator may elect in its sole discretion
                to
                construe such invalid or unenforceable provisions in a manner that
                conforms to applicable law or as if such provisions, to the extent
                invalid
                or unenforceable, had not been
                included.

            


    

    


    
      	
              12.6

            	
              Governing
                Law.
                To the extent not preempted by ERISA, the laws of the State of Indiana
                shall govern the construction and administration of the
                Plan.

            


    

    


    


    


    


    IN
      WITNESS WHEREOF, the undersigned executed this Plan as of the     day
      of          ,
      2005, to be effective as of the Effective Date.

    


    


    Ball
      Corporation

    


    


    By: __________________________________________

    


    Its: __________________________________________
       

       

      
        
          
            24