Ball Corporation 2005 Deferred Compensation Company Stock Plan


    

      Exhibit
        10.2

      
        	 	
                 

                Ball
                  Corporation

              
	 	
                2005
                  Deferred Compensation 

              
	 	
                Company
                  Stock Plan

              
	 	 
	 	
                Effective
                  January 1, 2005

              


      

      



      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Ball
        Corporation 2005 Deferred Compensation Company Stock 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 

      


      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 Company Stock Plan (the “Plan”). The purpose of the Plan is to
        continue to provide Participants with an opportunity to defer receipt of
        annual
        incentive awards and other 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 Directors and 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.

      


      The
        Plan
        is further intended (1) to assist the Company in attracting and retaining
        key
        employees by providing a non-qualified deferred compensation vehicle that
        also
        increases the interest of such key employees in the Company Stock performance,
        and (2) to establish an alternative method of compensating those Directors
        of
        the Company who do not receive compensation as employees of the Company in
        a way
        that increases the interest of such Directors in the Company Stock
        performance.

      


      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 Units, 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, up to six Separation Accounts. Such Accounts shall
                  be used
                  

              


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      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. 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

              	
                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.

              


      

      


      
        	
                2.4

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

              


      

      


      
        	
                2.5

              	
                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.

              


      

      


      
        	
                2.6

              	
                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.

              


      

      


      
        	
                2.7

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

              


      

      


      
        	
                2.8

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

              


      

      


      
        	
                2.9

              	
                Company
                  Award.
                  Company Award means a credit by the Company to a Separation 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.

              


      

      


      
        	
                2.10

              	
                Company
                  Stock.
                  “Company Stock” means the common stock of Ball
                  Corporation.

              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      
        	
                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.
                  Compensation for Directors includes the non-equity portion of Annual
                  Incentive Retainer and other compensation for services performed
                  as a
                  Director.

              


      

      


      
        	
                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) specifies the Separation
                  Accounts that will be credited with deferrals under the Agreement,
                  (c)
                  specifies the Payment Dates upon establishing each Separation Account
                  and
                  (d) specifies a Payment Schedule upon establishing each Separation
                  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 Separation
                  Account Balances to the Participant's Beneficiary(ies) in accordance
                  with
                  Article VII of the Plan.

              


      

      


      
        	
                2.14

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

              


      

      


      
        	
                2.15

              	
                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.

              


      

      


      
        	
                2.16

              	
                Director.
                  Director means a non-employee member of the Board of Directors
                  of the
                  Company.

              


      

      



      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      
        	
                2.17

              	
                Dividends.
                  “Dividends” means an amount credited to each of the Participant’s Accounts
                  equal to the number of Units in each such Account (as determined
                  pursuant
                  to Section 6.2) multiplied by the amount of quarterly dividend
                  payable
                  with respect to one share of Company Stock. The amount of quarterly
                  Dividends shall be determined based on the number of Units in the
                  Participant’s Deferred Compensation Account as of the record date for
                  determining dividends payable to shareholders of the Company.
                  

              


      

      


      
        	
                2.18

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

              


      

      


      
        	
                2.19

              	
                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. An Eligible Employee shall also include
                  any
                  member of the Company’s Board of Directors as the context
                  requires.

              


      

      


      
        	
                2.20

              	
                Employee.
                  Employee means a common law employee of the
                  Company.

              


      

       

      
        	
                2.21

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

              


      

      


      
        	
                2.22

              	
                Participant.
                  Participant means an Eligible Employee 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
                  or, in the
                  case of Directors, providing services as a Director to the Company.
                  A
                  Participant’s continued participation in the Plan shall be governed by
                  Section 3.2 of the Plan.

              


      

      


      
        	
                2.23

              	
                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 deemed to be 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 Separates from Service.

      


      b.     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.

      


      c.     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.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      d.     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.

              


      

      


      
        	
                2.24

              	
                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 (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 4.5c.

      


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

      


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

      


      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.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      
        	
                2.25

              	
                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.
                  For
                  Directors, Performance criteria may be subjective but must relate
                  to the
                  performance of the Participant, a Directors’ committee that includes the
                  Participant or the Board of Directors as a whole. 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.

              


      

      


      
        	
                2.26

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

              


      

      


      
        	
                2.27

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

              


      

      


      
        	
                2.28

              	
                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.

              


      

      


      For
        Directors, Separation from Service or Separates from Service means a
        Participant’s termination of service with the Board of Directors of the Company
        for any reason.

      


      
        	
                2.29

              	
                Separation
                  Account.
                  A
                  Separation Account is an Account established to record amounts
                  subject to
                  payment upon Separation from Service as described in Section
                  4.5a.

              


      

      


      
        	
                2.30

              	
                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

              


      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      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. 

      


      
        	
                2.31

              	
                Unit.
                  “Unit” means the Units credited to a Participant’s Accounts pursuant to
                  Section 6. For valuation and distribution purposes, each Unit shall
                  be
                  equivalent to one share of Company Stock as of the applicable valuation
                  date. All Deferrals and Company Awards shall be credited to a
                  Participant’s Deferred Compensation Account in Units, or fractional Units,
                  with each Unit having a value equivalent to one share of Company
                  Stock.
                  With respect to any amount credited to a Participant’s Deferred
                  Compensation Account as of January 1 in any year, the number of
                  such
                  credited Units shall be determined by dividing the amount credited
                  to the
                  Participant’s account (including any related matching contributions) by
                  the closing price of one share of Company Stock indicated in the
                  New York
                  Stock Exchange Composite Listing as of the preceding Business Day.
                  With
                  respect to any amount credited to a Participant’s Deferred Compensation
                  Account (including any related matching contributions) as of any
                  day of
                  the year other than January 1, the number of such credited Units
                  shall be
                  determined based on the closing price of one share of Company Stock
                  indicated in the New York Stock Exchange Composite Listing as of
                  the
                  Business Day on which the Deferral is credited. 

              


      

      


      Changes
        in Capitalization.
        If
        there is any change in the number or class of shares of Company Stock through
        the declaration of a stock dividend or other extraordinary dividends, or
        recapitalization resulting in stock splits, or combinations or exchanges
        of such
        shares or in the event of similar corporate transactions, the Units in each
        Participant’s Deferred Compensation Account shall be equitably adjusted to
        reflect any such change in the number or class of issued shares of Company
        Stock
        or to reflect such similar corporate transaction.

      


      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 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. An individual shall cease participation in the Plan
        when
        all benefits under the Plan to which he or she is entitled have been
        paid.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      
        	
                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 and the allocation to one or
                  more
                  Separation Accounts, as described in this Article IV. A Participant
                  may
                  establish up to six Separation
                  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 (or, in the case of Directors, becomes a Director),
                  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 or Director becomes eligible to participate
                  in the
                  Plan.

              


      

      


      Employees.
        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 an 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.

      


      Directors.
        Individuals
        who became Directors after January 1 of the calendar year may defer the
        non-equity portion of any annual incentive retainer 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.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      Initial
        Elections for Subsequent Deferrals. 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 any Separation Accounts
        established under such election.

      


      
        	 	
                b.

              	
                Subsequent
                  Years.
                  Except as provided in c. through g., below, for any subsequent
                  year, the
                  Compensation Deferral Agreement containing the election to defer
                  Compensation 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 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.

              


      

      



      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      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.

              


      

      


      
        	
                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 and Section
                  4.5e.
                  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

              	
                Payment
                  Dates and Payment Schedules.
                  

              


      

      


      
        	 	
                a.

              	
                Separation
                  Payments.
                  A
                  Participant’s Compensation Deferral Agreement may designate one or more
                  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.

              


      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      In
        the
        case of an Employee who incurs 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 2.23b in the form of a single lump
        sum.

      


      In
        the
        case of (i) the Separation from Service of a Director Participant or (ii)
        the
        Separation from Service of an Employee Participant on or after such Employee
        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 2.23a. If
        no
        Payment Schedule is specified, payment shall be made in a single lump
        sum.

      


      Deferrals
        that are not allocated to a Separation 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 2.23 and payable in a single lump sum.

      


      
        	 	
                b.

              	
                Modification
                  to Payment Date and/or Payment Schedule.
                  The Participant may modify a Payment Date and/or a Payment Schedule
                  for a
                  Separation 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.

              


      

      


      
        	 	
                ii.

              	
                A
                  modification that does not conform to the requirements of this
                  paragraph
                  b. 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 a Payment Date and/or a 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.

              


      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      
        	 	
                iv.

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

              


      

      


      
        	 	
                c.

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

              


      

      


      Modification
        elections filed pursuant to this paragraph c. 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.

      


      
        	 	
                d.

              	
                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.

              


      

      


      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.
                  The Plan Administrator also may establish a matching contribution
                  by
                  attaching a Schedule to this Plan
                  document.

              


      

      


      
        	
                5.2

              	
                Vesting.
                  Company Awards 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.

              


      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      Article
        VI

      Valuation
        of Accounts

      


      
        	
                6.1

              	
                Valuation.
                  A
                  Participant’s Accounts shall be valued on each Business Day as
                  follows:

              


      

      


      a.     Deferrals
        of annual incentive awards (and any related matching contributions specified
        on
        Schedule A) shall be credited to the applicable Participant Accounts and
        converted to Units as of the January 1 following the year in which services
        were
        performed. Deferrals pertaining to forms of Compensation other than annual
        incentive awards shall be credited to the applicable Participant’s Accounts as
        of the day such Compensation otherwise would have been paid and shall be
        converted to Units as of such date. Dividends shall be credited to the
        applicable Participant Accounts as of the payment date for Company
        dividends.

      


      b.     Amounts
        credited to a Participant’s Account shall be converted to Units. In the case of
        annual incentive awards and any related matching contributions, the number
        of
        Units shall be determined by dividing the amount credited to the Participant’s
        account on such day by the closing price of one share of Company Stock indicated
        in the New York Stock Exchange Composite Listing as of the preceding Business
        Day. For all other Deferrals, Units shall be determined using the closing
        price
        on the same day on which the Deferral is credited to the Participant’s
        Accounts.

      


      c.     The
        number of Units shall be reduced to reflect payments and any forfeitures
        from
        the applicable Participant Account(s) on such day.

      


      d.     After
        the
        adjustments described in a. through c. above, a Participant’s Accounts will be
        adjusted as of the close of business on such day and each subsequent Business
        Day to reflect the total value of Units credited to such Accounts. The value
        of
        each such Account shall be determined by multiplying the total number of
        Units
        and fractions thereof credited to each Account by the closing price of one
        share
        of Company Stock indicated in the New York Stock Exchange Composite Listing
        as
        of each Business Day.

      


      
        	
                6.2

              	
                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. An investment
                  in
                  Units 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 and shall
                  not
                  require the Company to acquire or hold Company
                  Stock.

              


      

      



      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      Article
        VII

      Distribution
        and Withdrawals

      


      


      
        	
                7.1

              	
                Separation
                  Accounts.

              


      

      


      
        	 	
                a.

              	
                Form
                  of Payment. In
                  the event that a Participant Separates from Service, any Separation
                  Account will be paid to such Participant in accordance with the
                  Payment
                  Schedule in effect for each such Account. 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.

              	
                Payment
                  in Company Stock.
                  All benefits payable to a Participant or Beneficiary under the
                  Plan shall
                  be paid in Company Stock, with one share distributed for each Unit
                  credited pursuant to Section 6.2. All fractional shares shall be
                  valued as
                  of the payment date and paid in
                  cash.

              


      

      


      
        	 	
                c.

              	
                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 2.23(b) in a single
                  lump
                  sum.

              


      

      


      7.2   Installment
        Payments.
        Installment payments will be made as of the applicable Payment Date and each
        anniversary thereof. For payments described in Section 2.23(d)(2), payments
        will
        be made by the August 15 payment date and each anniversary thereof. The amount
        of an installment payment is determined by the number of Units held in the
        Account as of the Business Day preceding the payment date (or anniversary
        thereof) divided by the remaining number of installments under the Payment
        Schedule.

      


      
        	
                7.3

              	
                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
                  on 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 2.23d
                  and any
                  form of payment election to the contrary shall be null and
                  void.

              


      

      


      
        	
                7.4

              	
                Death
                  Distribution.
                  In the event of a Participant’s death, the Participant’s Beneficiary shall
                  be paid a Death Distribution as specified in Section 2.23c and
                  under the
                  Payment Schedule in effect for each of the Participant’s
                  Accounts.

              


      

      


      
        	
                7.5

              	
                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
                  

              


      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      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” or Director must be approved by the HR Committee of the Board of
        Directors.

      


      
        	
                7.6

              	
                Domestic
                  Relations Order.
                  Notwithstanding the Payment Dates and Payment Schedules 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.

              


      

      


      
        	
                7.7

              	
                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.

      


      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).

              


      

      



      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      
        	
                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.

              


      

      


      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 

              


      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      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.

      


      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, Director, 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’).


              


      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      
        	 	
                a.

              	
                In
                  General.
                  Notice of a denial of 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.

              	
                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.

              


      

      


      
        	
                11.2

              	
                Appeal
                  of Denied Claims.
                  An Employee 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. An Employee 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 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 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.

              


      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      
        	 	
                b.

              	
                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.

              


      

      


      
        	
                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 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 


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      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.

      


      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 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.

              


      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      
        	
                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.

              


      

      


      
        	
                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: __________________________________________

      



      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      
        

Schedule
        A

      


      Company
        Matching Contributions

      


      Until
        modified by the HR Committee of the Board of Directors, Company Award includes
        Company matching contributions. Such contributions shall be an additional
        credit
        to a Participant’s Accounts, which shall equal twenty percent (20%) of Deferrals
        credited to an Account during a calendar year. The maximum Company Matching
        Contribution credited to a Participant’s Deferred Compensation Account in a
        calendar year shall be $20,000.

       

       

       

      
        
          
            
            

          

          
            22