EXHIBIT 10.1

BALL CORPORATION SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
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Article I.

Section 1.01. "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

Section 1.02. "Committee" shall mean the Human Resources Committee of
the Board of Directors of the Company.

Section 1.03. "Effective Date" shall mean May 1, 1994.

Section 1.04. "Participant" shall mean an eligible Salaried Employee who
is an Active Member of the Pension Plan on or after the Effective Date and who
qualifies to participate in this Plan as provided in Article II.

Section 1.05. "Pension Plan" shall mean the Ball Corporation Pension
Plan for Salaried Employees or the Ball Corporation Pension Plan As It Applies
to Certain Salaried Employees of Ball Aerospace Systems Division.

Section 1.06. "Plan" shall mean the Ball Corporation Supplemental
Executive Retirement Plan, as from time to time amended or restated, which shall
be a nonqualified plan maintained primarily for the purpose of providing
supplemental retirement benefits for a select group of highly compensated
Salaried Employees.

Section 1.07. "Split Dollar Plan" shall mean the Ball Corporation
Split Dollar Life Insurance Plan.

Section 1.08. The following terms shall have the same meanings as they
have under the Pension Plan: "Accrued Pension," "Active Member," "Actuary,"
"Benefit Service," "Company," "Employee," "Final Average Monthly Salary,"
"Member," "Normal Pension Benefit," "Normal Retirement Date," "Participating
Company," "Projected Benefit Service," "Salaried Employee," and "Vesting
Service." "Compensation" and "Salary" shall have the same meanings as they have
under the Pension Plan, except that these definitions shall also include amounts
in excess of the limitations imposed by Section 401(a)(17) of the Code on
employee compensation which can be taken into account in determining pension
benefits under the Pension Plan.


Article II

Participation

Section 2.01. Eligibility. The Committee may, at any time and from time
to time on or after the Effective Date, designate management or highly
compensated Salaried Employees who are Active Members of the Pension Plan to be
eligible to become Participants under this Plan. The Committee shall so notify
each Salaried Employee so designated, and the Salaried Employee shall thereupon
become a Participant and shall remain a Participant in the Plan until the
earlier of (a) the date that all benefit obligations under this Plan with
respect to such Participant have been paid, or (b) the date as of which the Plan
is terminated or the Employee's rights to any benefits under the Plan are
forfeited as provided in Section 5.01.


Article III

Benefits

Section 3.01. Amount of Benefit.

(a) The monthly benefit under this Plan payable as a Normal Pension
Benefit to a Participant who retires on or after his Normal Retirement Date
shall be equal to the difference between (1) and (2) where ___

(1) is the amount of the normal retirement pension which would be
payable to the Participant under Section 5.1 of the Pension
Plan if Section 5.4 of the Pension Plan (which incorporates
the Code Section 415 limitations) were inapplicable and if
the Participant's Compensation and Salary under the Pension
Plan were not subject to the limitations imposed by Code
Section 401(a)(17); and

(2) is the amount of the normal retirement pension which is
payable to the Participant under Section 5.1 of the Pension
Plan.

(b) The Committee may, at its discretion, increase the amount under the
provisions of subparagraph (a)(1) with respect to a Participant by crediting him
with additional deemed Benefit Service and/or deemed Salary for a specified
period between the date of his retirement and the date his benefit commences
under this Plan. The Committee shall notify any Participant whose benefit is so
increased.

(c) Notwithstanding the foregoing provisions of this Section, if a
Participant also participates in the Split Dollar Plan, no benefits shall be
payable under this Plan beginning thirty (30) days following the event described
in Section 7.04a of the Split Dollar Plan.

Section 3.02. Actuarial Adjustments. If a Participant's pension payments
commence under the Pension Plan at a time other than his Normal Retirement Date
or in a form of payment other than a Normal Pension Benefit, the amount of the
benefit payable under this Plan shall be the amount specified in Section 3.01 of
this Plan, adjusted using the same factors and assumptions (except as otherwise
provided in Section 3.03) used to calculate the pension payable to the
Participant under the Pension Plan.

Section 3.03. Form of Payment. The benefit payable under this Plan shall
be paid in the same form as the pension payable to the Participant under the
Pension Plan. However, the Committee may, in its sole discretion, direct the
payment of such benefit due a Participant, spouse or beneficiary under this Plan
in the form of an actuarial equivalent lump sum. The payment of the lump sum
shall be in full discharge of the Company's or Participating Company's
obligations under this Plan to the Participant, spouse or beneficiary. For
purposes of this Section, "actuarial equivalent" means a benefit of equivalent
value, calculated by the Actuary on the basis of the mortality table used under
the Pension Plan and an interest rate equal to the rate on five (5)-year U.S.
Treasury Notes as determined by the Federal Reserve Board and published in the
Wall Street Journal on December 31st (or the last day of the calendar year said
newspaper is published) immediately prior to the date of the calculation.

Section 3.04. Commencement Date. The benefit payable under this Plan
shall commence on or about the same date that the Participant's pension payments
commence under the Pension Plan.

Section 3.05. Death Benefit.

(a) If a Participant also participates in the Split Dollar Plan, no
death benefit shall be paid with respect to such Participant under this Plan.

(b) If a Participant does not participate in the Split Dollar Plan, a
death benefit shall be paid to a surviving spouse or other designated
beneficiary of the Participant only if a death benefit is payable to such spouse
or beneficiary under the terms of the Pension Plan. Such death benefit, if any,
shall be calculated using the same factors and assumptions used to calculate the
applicable death benefit under the Pension Plan and shall be paid in the same
form as such death benefit (unless otherwise provided in Section 3.03 of this
Plan), except that the amount of the death benefit shall be calculated with
respect to the amount of the benefit the Participant accrues under this Plan.



Article IV

Administration of the Plan

Section 4.01. Administrator. The Plan shall be administered by the
Committee, which shall have sole authority to construe and interpret the Plan
and issue such regulations as it deems appropriate. The Committee shall have the
duty and responsibility of deciding questions of eligibility, determining the
amount, manner and time of payment of any benefits hereunder, and distributing
the benefits to Participants, spouses and/or beneficiaries; provided, however,
the Committee may appoint or employ individuals to assist in the administration
of the Plan and any other agents it deems advisable, including legal and
actuarial counsel. The Committee's interpretations, determinations, regulations
and calculations shall be final and binding on all persons and parties
concerned. If a Participant desires a review of any benefit determination made
by the Committee, he shall follow the claims review procedure described in
Section 9.4 of the Pension Plan (except that such appeal shall be to the
Committee responsible for administering this Plan rather than the Pension Plan).

Section 4.02. Amendment and Termination. The Company may amend or
terminate the Plan at any time, and a Participating Company may terminate its
participation; provided, however, that (subject to the provisions of Section
5.01) no such amendment or termination shall operate retroactively so as to
reduce the accrued benefit to which a Participant, surviving spouse or
beneficiary may be entitled under Article III as in effect prior to the date of
such amendment or termination, unless such reduction is attributable to an
increase in the level of pension benefits permitted by law to be paid to the
Participant, spouse or beneficiary from the Pension Plan. For purposes of this
Section, a Participant's "accrued benefit" is the amount payable as of his
Normal Retirement Date equal to his benefit determined in accordance with
Section 3.01, based on his Final Average Monthly Salary and Benefit Service as
of the date the computation is made.

Section 4.03. Payments. The Company or Participating Company will pay
all benefits to which its Salaried Employees are entitled under this Plan, and
all costs, charges and expenses relating thereto. The Company or Participating
Company shall not be required to reserve, or otherwise set aside, funds for the
payment of their obligations hereunder. To the extent the Participant or any
other person acquires a right to receive benefits under this Plan, such right
(and his claim against the Company's or Participating Company's assets) shall be
no greater than the right or claim of any unsecured general creditor of the
Company or Participating Company.



Article V

Miscellaneous

Section 5.01. Forfeiture Provisions. All of a Participant's rights to
any benefits under this Plan shall be forfeited if any of the following events
occur:

(a) the Participant ceases to be an Active Member of the Pension Plan
before completing at least 5 years of Vesting Service or is, for
any other reason, not entitled to a pension benefit under the
Pension Plan;

(b) the Participant dies before his pension payments commence under
the Pension Plan (unless a death benefit is payable in accordance
with Section 3.05 of this Plan); or

(c) the Company or Participating Company terminates the Participant's
employment for any act of misfeasance or nonfeasance in the
performance of his duties.

Section 5.02. Non-assignability of Benefits. The benefits payable
hereunder or the right to receive future benefits under the Plan may not be
anticipated, alienated, pledged, encumbered, or subjected to any charge or legal
process, and if any attempt is made to do so, or a person eligible for any
benefits becomes bankrupt, the interest under the Plan of the person affected
may be terminated by the Committee which, in its sole discretion, may cause the
same to be held or applied for the benefit of one or more of the dependents of
such person or make any other disposition of such benefits that it deems
appropriate.

Section 5.03. Nonguarantee of Employment. Nothing contained in this Plan
shall be construed as a contract of employment between the Company or
Participating Company and any Participant, or as a right of any Participant to
be continued in employment with the Company or Participating Company, or as a
limitation on the right of the Company or Participating Company to discharge any
of its Employees, with or without cause.

Section 5.04. Facility of Payment. Whenever, in the Committee's opinion,
a person entitled to receive any payment or benefit under this Plan is under a
legal disability or is incapacitated in any way so as to be unable to manage his
financial affairs, the Committee may determine that benefit payments shall
either (a) be made directly to such person, (b) be made directly to a person who
has assumed the care of such person to be used for the support, maintenance or
education of such person or otherwise for the benefit of such person, or (c) be
made to the duly appointed guardian or other representative, if any, of such
person. The Committee and the Company or Participating Company shall not be
required to see to the application by any third party of any payments made
pursuant to this Section.

Section 5.05. Gender and Number. Whenever appropriate, the masculine
gender may be read as the feminine gender or as the neuter gender, and a
singular number may be read as the plural and a plural number as the singular.

Section 5.06. Applicable Law. All questions pertaining to the
construction, validity and effect of the Plan shall be determined in accordance
with the laws of the United States and, to the extent not pre-empted by such
laws, by the laws of the State of Indiana.

Executed pursuant to authorization of the Company's Board of Directors
this 15th day of August, 1994.


BALL CORPORATION

By:

Title:


Attest: