Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

August 11, 2004

Documents

Exhibit 10.2

Ball Corporation

Directors Deposit Share Program

[GRAPHIC OMITTED]

Confidential

Effective Date April 25, 2001
Amended and Restated April 28, 2004

Table of Contents

1.
2. 		Purpose
Definitions 		1
1
  2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
2.16 		  Award Date
Award Letter
Acquisition Period
Committee
Change in Control
Deferral
Effective Date
Grant Date
Holding Period
Newly Acquired Shares
Participant
Program
Restricted Shares
Restricted Units
Shareholder of Record
Voluntary Resignation 		1
1
1
1
1
1
1
1
1
1
1
2
2
2
2
2
3.
Restricted Stock Grant 2
  3.1
3.2
3.3 		  Form of Grant
Minimum Number of Newly Acquired Shares
Grant Date 		2
2
2
4.
5. 		Holding Period for the Newly Acquired Shares
Lapse of Restrictions/Forfeiture of Restricted Shares		 3
3
6.
7. 		Dividends   
Deferral of Award/Exchange of Restricted Shares for Restricted Units		 3
3
8.
Miscellaneous 4
  8.1
8.2
8.3
8.4
8.5
8.6
8.7 		  Administration of the Program
Amendment and Termination of Program
Successors and Mergers, Consolidations, or Change in Control
Gender, Singular and Plural
Captions
Applicable Law
Validity 		4
4
4
4
4
4
4

Directors Deposit Share Program (“Program”)

1.       Purpose

  To encourage Directors to acquire a larger equity ownership interest in the Corporation to further align their personal interests with the interests of the shareholders of the Corporation, in order to promote share price growth and enhancement of shareholder value.

2.       Definitions

  2.1 “Award Date” means that the actual date the participant is given the opportunity to purchase Newly Acquired Shares pursuant to the Program.

  2.2 “Award Letter” means the document notifying the Participant of his/her participation in the Program along with specific terms related to such participation.

  2.3 “Acquisition Period” means the time period during which the Participant may acquire shares pursuant to this Program.

  2.4 “Committee” means the Human Resources Committee of the Board of Directors of Ball Corporation.

  2.5 “Change in Control” means "Change in Control" as defined in the Ball Corporation 1997 Stock Incentive Plan or its successor.

  2.6 “Deferral” means the amount of elective deferred Restricted Units deferred by a Participant into the Ball Corporation 2000 Deferred Compensation Company Stock Plan or its successor.

  2.7 “Effective Date” means April 28, 2004, which is the effective date of the Amended and Restated Directors Deposit Share Program.

  2.8 “Grant Date” means the actual date of issuance of the Restricted Shares pursuant to this Program.

  2.9 “Holding Period” means the time period during which a Participant is required to retain Newly Acquired Shares in order to have the restrictions lapse as specified in the Award Letter on restricted shares.

  2.10 “Newly Acquired Shares” means Ball Corporation Common Stock acquired by a Participant during the Acquisition Period, including shares acquired via option exercise.

  2.11 “Participant” means any Director, except directors who are employees of the corporation, who is in office at the time he/she receives an Award Letter.

  2.12 “Program” means the Amended and Restated Directors Deposit Share Program as set forth in this document and as amended from time to time.

  2.13 “Restricted Shares” means shares of stock that are issued or transferred to a Participant under this Program pursuant to the Ball Corporation 1997 Stock Incentive Plan or its successor.

  2.14 “Restricted Units” means the Performance Unit Award based on the dollar value of Ball Corporation Common Stock as provided for in the Ball Corporation 1997 Stock Incentive Plan or its successor.

  2.15 “Shareholder of Record” means the person who holds Ball Corporation Common Stock that is held in an account by the transfer agent and for which dividends are paid by the transfer agent.

  2.16 “Voluntary Resignation” means resignation by a Director during a three-year term.

3.       Restricted Stock Grant

  3.1 Form of Grant – The grant under this Program shall be a Restricted Stock Grant (“Restricted Shares”) pursuant to the Ball Corporation 1997 Stock Incentive Plan or its successor. If, at any time or from time to time, during the Acquisition Period or within 45 days thereafter, the Participant provides documentation to the Corporate Secretary’s Department of the Corporation, reasonably satisfactory to the Corporation, of Participant’s acquisition of Newly Acquired Shares during the Acquisition Period, together with a written promise by the Participant to hold the shares for the Holding Period, then the Corporation will grant the Participant a designated number of Restricted Shares for each Newly Acquired Share so acquired as specified in the Participant’s Award Letter, up to the maximum number of Restricted Shares also specified in the Participant’s Award Letter.

  3.2 Minimum Number of Newly Acquired Shares – The minimum number of Newly Acquired Shares that will be matched by Restricted Shares at one time is the lesser of 500 shares or the amount required to complete the award. The Participant may accumulate purchases, and when the total number of accumulated shares is equal to or exceeds 500 shares or the amount required to complete the award, the Participant may then request that matching Restricted Shares be issued.

  3.3 Grant Date – The Restricted Shares will be granted on the 15th of each month provided the documentation required in this Section 3 is received on or before the 5th of that month, otherwise it will be granted the following month. If the 15th occurs on a holiday or weekend, the Restricted Shares will be issued on the workday immediately prior to that holiday or weekend.

4.        Holding Period for the Newly Acquired Shares

  The Participant must agree that the Newly Acquired Shares for which the Restricted Shares were granted will not be sold or transferred during the Holding Period specified in the Award Letter. Except as provided in Section 5, if the Newly Acquired Shares are not retained during the entire Holding Period, Restricted Shares are forfeited. A pledge of Newly Acquired Shares as collateral for any loan during the Holding Period is not considered to be a sale or transfer of the shares for purposes of this Program; however, in the event of default on the loan during the Holding Period, the Newly Acquired Shares will be considered to be sold and the matching Restricted Shares will be forfeited.

5.        Lapse of Restrictions/Forfeiture of Restricted Shares

  Restrictions on Restricted Shares granted pursuant to this Program will lapse as specified in the Award Letter or earlier if a Participant ceases to serve as a Director of Ball Corporation for any reason other than Voluntary Resignation. A Director who decides not to stand for reelection or is not reelected for a three-year term or a Director who retires at the time of mandatory retirement will not be determined to have voluntarily resigned. In the event of Voluntary Resignation, the Restricted Shares will be forfeited. Also, Restricted Shares will be forfeited if the Newly Acquired Shares to which the Restricted Shares relate are not retained by the Participant during the Holding Period specified in the Award Letter.

6.        Dividends

  The Participant also will receive a dividend, if any, payable with respect to the Restricted Shares from the date of grant.

7.        Deferral of Award/Exchange of Restricted Shares for Restricted Units

  Participants may be given the opportunity to elect to defer receipt of Restricted Shares where allowed by laws of the country that apply to the Participant. Such opportunity to defer is not guaranteed.

  If deferral is permitted, participants in the Program may exchange Restricted Shares granted under this Program for Restricted Units issued under the Ball Corporation 2000 Deferred Compensation Company Stock Plan (the “Deferred Stock Plan”) or its successor by making an election to defer and exchange shares at least one year prior to the lapse of restrictions on such Restricted Shares. If a Participant elects to defer and undertake such an exchange, the Restricted Shares will be cancelled and an equivalent number of Restricted Units will be issued to the Participant. The Restricted Units may be eligible for a Corporation Matching Contribution under the Deferred Stock Plan or its successor. Restrictions and the Participant’s rights with respect to such Restricted Units will be determined under the terms of the Program. The actual deferral of the Restricted Units will not occur until restrictions lapse on the Restricted Units.

8.        Miscellaneous

  8.1 Administration of the Program – The Human Resources Committee of the Board of Directors shall be the sole administrator of the Program. The Committee shall have full power to formulate additional details and regulations for carrying out this Program. The Committee shall also be empowered to make any and all of the determinations not herein specifically authorized which may be necessary or desirable for the effective administration of the Program. Any decision or interpretation of any provision of this Program adopted by the Committee shall be final and conclusive.

  8.2 Amendment and Termination of Program – The Committee may at any time amend the Program in whole or in part; provided, however, that no amendment shall be effective to affect the Participant’s vested right therein, and, except as provided below, no amendment shall be effective to decrease the future benefits under the Program payable to any Participant or beneficiary with respect to any amount granted or vested prior to the date of the amendment. Written notice of any amendments shall be given promptly to each Participant. No notice shall be required with respect to amendments that are non-material or administrative in nature.

  8.3 Successors and Mergers, Consolidations, or Change in Control – The terms and conditions of this Program and Election Form shall enure to the benefit of and bind the Corporation, the Participants, their successors, assignees, and personal representatives. If a Change in Control shall occur then the rights and obligations created hereunder shall be the rights and obligations of the acquirer or successor corporation or entity; provided, however, in the event of a Change in Control, all restrictions on Restricted Shares granted pursuant to Section 3 of this Program shall lapse.

  8.4 Gender, Singular and Plural – All pronouns and any variations thereof shall be deemed to refer to the masculine and feminine gender as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.

  8.5 Captions – The captions to the articles, sections, and paragraphs of this Program are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

  8.6 Applicable Law – This Program shall be governed and construed in accordance with the laws of the State of Indiana.

  8.7 Validity – In the event any provision of this Program is held invalid, void, or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of this Program.