Ball Corporation 2005 Deferred Compensation Plan for Directors


    
       

      Exhibit
        10.3

      
        	 	
                 

                Ball
                  Corporation

              
	 	
                2005
                  Deferred Compensation 

              
	 	
                Plan
                  for Directors

              
	 	 
	 	
                Effective
                  January 1, 2005

              


      

      



      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Ball
        Corporation 2005 Deferred Compensation Plan for Directors

      


      Article
        I

      Establishment
        and Purpose 

      


      Article
        II

      Definitions 

      


      Article
        III

      Eligibility
        and Participation 

      


      Article
        IV

      Deferral
        Elections 

      


      Article
        V

      Company
        Awards 

      


      Article
        VI

      Valuation
        of Accounts; Deemed Investments 

      


      Article
        VII

      Distribution
        and Withdrawals 

      


      Article
        VIII

      Administration 

      


      Article
        IX

      Amendment
        and Termination 

      


      Article
        X

      Informal
        Funding 

      


      Article
        XI

      Claims 

      


      Article
        XII

      General
        Conditions 

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Article
        I

      Establishment
        and Purpose

      


      


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

      


      Effective
        January 1, 2005 the Company hereby adopts the Ball Corporation 2005 Deferred
        Compensation Plan for Directors (the “Plan”). The purpose of the Plan is to
        continue to provide Participants with an opportunity to defer receipt of
        part or
        all of the cash portion of annual incentive retainers, fees and other cash
        compensation in compliance with Internal Revenue Code Section 409A.

      


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

      


      The
        Plan
        is not intended to meet the qualification requirements of Code Section 401(a),
        but is intended to meet the requirements of Code Section 409A, and to be
        an
        unfunded arrangement providing deferred compensation to Directors of the
        Company. The Plan is intended to be exempt from the requirements of Parts
        2, 3
        and 4 of Title I of ERISA as a "top hat" plan, and to be eligible for the
        alternative method of compliance for reporting and disclosure available for
        unfunded "top hat" plans.

      


      Article
        II

      Definitions

      


      


      
        	
                2.1

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

              


      


      
        
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                2.2

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

              


      

      


      
        	
                2.3

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

              


      

      


      
        	
                2.4

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

              


      

      


      
        	 	
                a.

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

              


      

      
        	 	
                b.

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

              


      

      


      
        	
                2.5

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

              


      

      


      
        	
                2.6

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

              


      

      


      
        	
                2.7

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

              


      

      


      
        	
                2.8

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

              


      

      


      
        	
                2.9

              	
                Company.
                  Company means Ball Corporation and its
                  successors.

              


      

      


      
        	
                2.10

              	
                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.

              


      

      


      
        	
                2.11

              	
                Compensation.
                  Compensation means, for purposes of this Plan, the non-equity portion
                  of
                  annual incentive retainer and other compensation and fees 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) makes an Allocation
                  Election with respect to his or her Accounts, (c) specifies the
                  Accounts
                  that will be 

              


      


      
        
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      credited
        with deferrals under the Agreement, (d) specifies the Payment Dates for each
        such Account and (e) specifies a Payment Schedule with respect to payments
        from
        each such Account. A Compensation Deferral Agreement is effective (and
        irrevocable, subject to the provisions of the Plan) with respect to a service
        period or Company Contribution as of the first day following the election
        period
        specified in Article IV or as provided under Treasury Department regulations.
        A
        Compensation Deferral Agreement remains in effect until modified in accordance
        with the Plan.

      


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

      


      
        	
                2.13

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

              


      

      


      
        	
                2.14

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

              


      

      


      
        	
                2.15

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

              


      

      


      
        	
                2.16

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

              


      

      


      
        	
                2.17

              	
                Director.
                  Director means a non-employee Director of the Ball
                  Corporation.

              


      

      


      
        	
                2.18

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

              


      


      
        
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                2.19

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

              


      

      


      
        	
                2.20

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

              


      

      


      
        	
                2.21

              	
                Participant.
                  Participant means a Director 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 providing services as a Director.
                  A
                  Participant’s continued participation in the Plan shall be governed by
                  Section 3.2 of the Plan.

              


      

      


      
        	
                2.22

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

      


      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.

      


      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.

      


      
        	
                2.23

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

              


      

      


      A
        Participant may elect to receive a Separation Account or Specified Date Account
        (a) in a lump sum from 0% to 100% of the Account Balance, and (b) the balance,
        if any, in annual installments from two (2) to fifteen (15) years. If the
        lump
        sum is less than 100%, 


      
        
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      then
        (i)
        the lump sum and (ii) the series of annual installments will each be treated
        as
        separate Payment Schedules for purposes of the payment modification provisions
        of Section 4.6c.

      


      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.

      


      
        	
                2.24

              	
                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
                  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.

              


      

      


      
        	
                2.25

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

              


      

      


      
        	
                2.26

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

              


      

      


      
        	
                2.27

              	
                Separation
                  from Service.
                  Separation from Service or Separates from Service shall mean a
                  Participant’s termination of service with the Board of Directors of the
                  Company for any reason. Whether a Separation from Service has occurred
                  will be subject to Code Section
                  409A.

              


      

      


      
        	
                2.28

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

              


      


      
        
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                2.29

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

              


      

      


      
        	
                2.30

              	
                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 whether a Participant has experienced an Unforeseeable
                  Emergency. Imminent foreclosure or eviction from the Participant’s or
                  Beneficiary’s primary residence, the need to pay medical expenses, and
                  funeral expenses of a spouse or dependent may constitute an Unforeseeable
                  Emergency. The purchase of a home and the payment of college tuition
                  are
                  not Unforeseeable Emergencies.

              


      

      


      Article
        III

      Eligibility
        and Participation

      


      


      
        	
                3.1

              	
                Eligibility
                  and Participation.
                  All Directors shall be eligible to participate in this Plan. A
                  Director
                  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 a Director.

              


      

      


      
        	
                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 Director shall be notified by the Plan Administrator, in writing,
                  of
                  the date of his or her initial eligibility to participate in this
                  Plan.

              


      

      


      Article
        IV

      Deferral
        Elections

      


      


      
        	
                4.1

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

              


      

      



      
        
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                4.2

              	
                Time
                  of Election.

              


      

      


      
        	 	
                a.

              	
                Initial
                  Eligibility.
                  A
                  Compensation Deferral Agreement that defers Compensation with respect
                  to
                  services to be performed subsequent to the election may be submitted
                  to
                  the Plan Administrator within 30 days after an individual becomes
                  a
                  Director.

              


      

      


      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.

      


      If
        a
        Director does not submit a Compensation Deferral Agreement within the first
        30
        days of his or her eligibility to participate in the Plan, such Director
        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 and Specified Date
        Accounts established under such election.

      


      
        	 	
                b.

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

              


      

      


      
        	 	
                c.

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

              


      

      


      
        	 	
                d.

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

              


      


      
        
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                e.

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

              


      

      


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

      


      
        	 	
                f.

              	
                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 deduction obligations
                  of
                  the Participant and the Company as are required by law, the requirements
                  of any benefit programs sponsored by the Company and Company procedures.
                  Such reductions shall not be required if the Participant makes
                  alternative
                  arrangements with the Company for payment of such
                  amounts.

              


      

      


      
        	 	
                b.

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

              


      

      


      
        	 	
                c.

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

              


      


      
        
          8

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                4.5

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

              


      

      


      
        	
                4.6

              	
                Payment
                  Dates and Payment Schedules.

              


      

      


      
        	 	
                a.

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

              


      

      


      Payment
        will be made from a Separation Account 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 2.22. If
        no
        Payment Schedule is specified, payment shall be made in a single lump
        sum.

      


      Deferrals
        that are not allocated to a Separation Account or Specified Date Account
        under
        the terms of a Deferred Compensation Agreement will be allocated to the
        Separation Account with the earliest Payment Date. If a Participant has more
        than one Separation Account with the same Payment Date, the allocation will
        be
        made to the Separation Account with the shortest Payment Schedule. The
        determination of the Payment Date and Payment Schedules for purposes of this
        paragraph shall be determined at the time the Compensation Deferral Agreement
        authorizing the Deferral was filed with the Plan Administrator. If a Separation
        Account has not been established, the Administrator shall establish a Separation
        Account payable on January 1 of the year following Separation from Service
        and
        shall be payable in a single lump sum. 

      


      
        	 	
                b.

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

              


      

      


      The
        Participant must designate a Payment Date and Payment Schedule for each
        Specified Date Account no later than the applicable submission deadline
        described in Section 4.2 for the Deferred Compensation Agreement that
        establishes the Specified Date Account. If a Payment Date is not specified,
        the
        Specified Date Account will be converted to a Separation Account and such
        Account will be paid in a single lump sum payable as of the January 1 following
        the date the Participant incurs a Separation from Service. 


      
        
          9

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	
                c.

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

              


      

      


      
        	 	
                i.

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

              


      

      


      
        	 	
                ii.

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

              


      

      


      
        	 	
                iii.

              	
                An
                  election to change 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.

              


      

      


      
        	 	
                iv.

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

              


      

      


      
        	 	
                d.

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

              


      

      


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

      


      
        	 	
                e.

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

              


      


      
        
          10

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 to make such
                  contributions.

              


      

      


      
        	
                5.2

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

              


      

      


      Article
        VI

      Valuation
        of Accounts; Deemed Investments

      


      
        	
                6.1

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

              


      

      


      
        	
                6.2

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

              


      

      


      
        	
                6.3

              	
                Investment
                  Options.
                  Deemed Investments shall consist of a menu of Investment Options
                  provided
                  by the Plan Administrator. Investment Options do not represent
                  actual
                  ownership of, nor ownership rights in or to, the securities or
                  other
                  investments to which the Investment Options refer. The Plan Administrator,
                  in its sole discretion, shall be permitted to add or
                  

              


      


      
        
          11

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      remove
        Investment Options provided that any such additions or removals of Investment
        Options shall not be effective with respect to any period prior to the effective
        date of such change. Any portion of an Account or new deferrals which has
        not
        been allocated or which cannot be allocated under a Participant’s Allocation
        Election shall be deemed to be invested in a money market fund or such other
        default Investment Option specified by the Plan Administrator. Such Investment
        Option shall have, as its primary objective, the preservation of
        capital.

      


      
        	
                6.4

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

              


      

      


      Article
        VII

      Distribution
        and Withdrawals

      


      


      
        	
                7.1

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

              


      

      


      
        	
                7.2

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

              


      

      


      
        	
                7.3

              	
                Installment
                  Payments.
                  Installment payments will be made as of the applicable Payment
                  Date and
                  each anniversary thereof. The amount of an installment payment
                  is the
                  applicable Account Balance as of the Payment Date (or anniversary
                  thereof)
                  determined as of the Business Day preceding the date a payment
                  is made
                  divided by the remaining number of installments under the Payment
                  Schedule.

              


      

      


      
        	
                7.4

              	
                Small
                  Account Balance Lump Sum Payment.
                  Anything to the contrary in this Plan notwithstanding, in the event
                  that a
                  Participant’s Deferred Compensation Account Balance is less than $25,000
                  as of the January 1 following the year in which the Participant
                  Separates
                  from Service, the Participant’s Accounts shall be paid in a single lump
                  sum at the time specified in Section 2.22 and any form of payment
                  election
                  to the contrary shall be null and void. The amount of such payments
                  shall
                  be determined as of the Business Day preceding the date on which
                  payment
                  is made.

              


      

      



      
        
          12

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                7.5

              	
                Death
                  Distribution.
                  In the event of a Participant’s death, the Participant’s Beneficiary shall
                  be paid a Death Distribution as of the Payment Date specified in
                  Section
                  2.22c and under the Payment Schedule in effect for each of the
                  Participant’s Accounts. The amount of such payments shall be determined as
                  of the Business Day preceding the date on which payment is
                  made.

              


      

      


      
        	
                7.6

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

              


      

      


      
        	
                7.7

              	
                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.

              


      

      


      
        	
                7.8

              	
                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
                  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 

              


      

      


      
        	 	
                b.

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

              


      

      


      provided,
        that any payment subject to this Section 7.8 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
                  

              


      


      
        
          13

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      and
        interpretations of this Plan and its terms, as may arise in connection with
        the
        Plan. Claims for benefits shall be filed with the Plan Administrator and
        resolved in accordance with the claims procedures in Article XI.

      


      
        	
                8.2

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

              


      

      


      
        	
                8.3

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

              


      

      


      
        	
                8.4

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

              


      

      


      
        	
                8.5

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

              


      

      


      
        	
                8.6

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

              


      

      


      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.

              


      


      
        
          14

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                9.2

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

              


      

      


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

      


      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 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.

              


      

      


      



      
        
          15

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Article
        XI

      Claims

      


      


      
        	
                11.1

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


              


      

      


      
        	 	
                a.

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

              


      

      


      
        	 	
                b.

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

              


      

      


      
        	
                11.3

              	
                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 the Plan Administrator.
                  All interpretations, determinations and decisions of the Plan
                  Administrator 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 


      
        
          16

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

      


      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. Notwithstanding the provisions of Section
                  9.2, the
                  Company makes no representations or warranties as to the tax consequences
                  to a Participant or a Participant’s beneficiaries resulting from a
                  deferral of income pursuant to the Plan or that the Plan complies
                  in form
                  or operation with Section 409A of the Code and regulations issued
                  thereunder.

              


      

      


      
        	
                12.3

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

              


      


      
        
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                12.4

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

              


      

      


      
        	
                12.5

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

              


      

      


      
        	
                12.6

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

              


      

      


      


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

      


      


      Ball
        Corporation

      


      


      By: __________________________________________

      


      Its: __________________________________________
         

         

        

          
            
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