EXHIBIT 10.26

Exhibit 10.26

Form of Severance Agreement dated January 24, 1996 which exists between the
company and its executive officers.


PERSONAL & CONFIDENTIAL


[DATE]



[NAME]
[STREET ADDRESS]
[CITY, STATE ZIP]

Dear [NAME]:

Ball Corporation (the "Corporation") considers it essential to the best
interests of its stockholders to foster the continuous employment of key
management personnel. In this connection, the Board of Directors of the
Corporation (the "Board") recognizes that the possibility of a change in control
of the Corporation exists and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the departure or
distraction of management personnel to the detriment of the Corporation and its
stockholders.

The Board has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of members of the Corporation's
management, including yourself, to their assigned duties without distraction in
the face of potentially disturbing circumstances arising from the possibility of
a change in control of the Corporation.

In order to induce you to remain in the employ of the Corporation or any wholly
owned subsidiary of the Corporation, the Corporation agrees that you shall
receive the severance benefits set forth in this letter agreement (the
"Agreement"), which amends and restates the agreement between you and the
Corporation, dated ____________, in the event your employment with the
Corporation is terminated under the circumstances described below subsequent to
a "Change in Control of the Corporation" (as defined in Section 2).

1. Term of Agreement. The Agreement shall continue in effect through
August 1, _____; provided, however, that commencing on August 1, _____, and each
August 1, thereafter, the term of this Agreement shall automatically be extended
for one additional year unless, not later than June 1 immediately preceding such
August 1, and every June 1, thereafter, the Corporation shall have given notice
that it does not wish to extend this Agreement; and provided, further, that if a
Change in Control of the Corporation as defined in Section 2, shall have
occurred during the original or extended term of this Agreement, this Agreement
shall continue in effect for a period of not less than twenty-four (24) months
beyond the month in which such Change in Control occurred.

2. Change in Control. No benefits shall be payable hereunder unless
there shall have been a Change in Control of the Corporation, as set forth
below. For purposes of this Agreement, a "Change in Control of the Corporation"
shall be deemed to have occurred upon the first to occur of the following
events:

(i) any "person," as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (other than the Corporation, any trustee or other fiduciary
holding securities under an employee benefit plan of the Corporation or
any subsidiary of the Corporation, or any corporation owned, directly
or indirectly, by the stockholders of the Corporation in substantially
the same proportions as their ownership of stock of the Corporation),
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the
Corporation representing 30 percent or more of the combined voting
power of the Corporation's then outstanding securities;

(ii) at any time during any period of two consecutive years,
individuals, who at the beginning of such agreement with the
Corporation to effect a transaction described in Subsection (i), (iii)
or (iv) of this Section) whose election by the Board or nomination for
election by the Corporation's stockholders was approved by a vote of at
least two-thirds (2/3) of the directors at the beginning of the period
or whose election or nomination for election was previously so approved
cease for any reason to constitute at least a majority thereof;

(iii) the stockholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than
(1) a merger or consolidation which would result in the voting
securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 50
percent of the combined voting power of the voting securities of the
Corporation or such surviving entity outstanding immediately after such
merger or consolidation or (2) a merger or consolidation effected to
implement a recapitalization of the Corporation (or similar
transaction) in which no person acquires 50 percent or more of the
combined voting power of the Corporation's then outstanding securities;
or

(iv) the stockholders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the
Corporation's assets.

3. Takeover Threat. For purposes of this Agreement, a "Takeover Threat"
shall be deemed to have occurred if (i) the Corporation enters into an
agreement, the consummation of which would result in the occurrence of a Change
in Control of the Corporation; (ii) any person (including the Corporation)
publicly announces an intention to take or to consider taking actions which, if
consummated, would constitute a Change in Control of the Corporation; (iii) any
"person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act
(other than the Corporation, any trustee or other fiduciary holding securities
under an employee benefit plan of the Corporation, or any subsidiary of the
Corporation, or any corporation owned, directly or indirectly, by the
stockholders of the Corporation in substantially the same proportions as their
ownership of stock of the Corporation), who is or has become the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly
of securities of the Corporation representing 10 percent or more of the combined
voting power of the Corporation's then outstanding securities increases such
ownership by 5 percentage points or more of such voting power over a period of
less than twenty-four (24) months; or (iv) the Board adopts a resolution to the
effect that a Takeover Threat for purposes of this Agreement has occurred.
Solely for purposes of determining your entitlement to payment of severance
benefits pursuant to this Agreement, you agree that, subject to the terms and
conditions of this Agreement, in the event of a Takeover Threat, you will remain
in the employ of the Corporation for a period of one (1) year from the
occurrence of such Takeover Threat, or until an actual Change in Control of the
Corporation, whichever occurs earlier.

4. Termination Following Change in Control.

(i) General. If any of the events described in Section 2
constituting a Change in Control of the Corporation shall have
occurred, (A) you shall be entitled to the benefits provided in Section
5(iii) upon the subsequent termination of your employment during the
term of this Agreement unless such termination is (a) because of your
death or Disability, (b) by the Corporation for Cause, or (c) by you
other than on account of Constructive Termination, and (B) you shall be
entitled to the benefits provided in Section 5(vi) whether or not your
employment with the Corporation is terminated. In the event your
employment with the Corporation is terminated for any reason at any
time prior to the occurrence of a Change in Control of the Corporation
and subsequently a Change in Control of the Corporation shall have
occurred, you shall not be entitled to any benefits hereunder.

(ii) Disability. If, as a result of your incapacity due to
physical or mental illness, you shall have been absent from the
full-time performance of your duties with the Corporation for six (6)
consecutive months, and within thirty (30) days after written notice of
termination is given you shall not have returned to the full-time
performance of your duties, your employment may be terminated for
"Disability."

(iii) Cause. Termination by the Corporation of your employment
for "Cause" shall mean termination (a) upon the willful and continued
failure by you to substantially perform your duties with the
Corporation (other than any such failure resulting from your incapacity
due to physical or mental illness or any such actual or anticipated
failure after the issuance of a Notice of Termination (as defined in
Subsection (v) hereof) by you or on account of Constructive Termination
(as defined in Subsection (iv) hereof)), after a written demand for
substantial performance is delivered to you by the Board, which demand
specifically identifies the manner in which the Board believes that you
have not substantially performed your duties, or (b) the willful
engaging by you in conduct which is demonstrably and materially
injurious to the Corporation, monetarily or otherwise. For purposes of
this Subsection, no act, or failure to act, on your part shall be
deemed "willful" unless done, or omitted to be done, by you not in good
faith and without reasonable belief that your action or omission was in
the best interest of the Corporation. Notwithstanding the foregoing,
you shall not be deemed to have been terminated for Cause unless and
until there shall have been delivered to you a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters
(3/4) of the entire membership of the Board at a meeting of the Board
called and held for such purpose (after reasonable notice to you and an
opportunity for you, together with your counsel, to be heard before the
Board), finding that in the good faith opinion of the Board you were
guilty of conduct set forth above in this Subsection and specifying the
particulars thereof in detail.

(iv) Constructive Termination. You shall be entitled to
terminate your employment upon the occurrence of Constructive
Termination. For purposes of this Agreement, "Constructive Termination"
shall mean, without your expressed written consent, the occurrence
after a Change in Control of the Corporation of any of the following
circumstances unless, in the case of paragraphs (a), (e), (f), (g) or
(h), such circumstances are fully corrected prior to the Date of
Termination (as defined in Subsection (vi) hereof) specified in the
Notice of Termination (as defined in Subsection (v) hereof) given in
respect thereof:

(a) the assignment to you of any duties inconsistent (unless
in the nature of a promotion) with the position in the Corporation that
you held immediately prior to the Change in Control of the Corporation,
or a significant adverse reduction or alteration in the nature or
status of your position, duties or responsibilities or the conditions
of your employment from those in effect immediately prior to such
Change in Control;

(b) a reduction by the Corporation in your annual base salary
as in effect immediately prior to the Change in Control of the
Corporation or as the same may be increased from time to time, except
for across-the-board salary reductions similarly affecting all
management personnel of the Corporation and all management personnel of
any person in control of the Corporation;

(c) the Corporation's requiring that your principal place of
business be at an office located more than twenty (20) miles from the
location where your principal place of business is located immediately
prior to the Change in Control of the Corporation, except for required
travel on the Corporation's business to an extent substantially
consistent with your present business travel obligations;

(d) the failure by the Corporation to pay to you any portion
of your current compensation except pursuant to an across-the-board
compensation deferral similarly affecting all management personnel of
the Corporation and all management personnel of any person in control
of the Corporation or to pay to you any portion of an installment of
deferred compensation under any deferred compensation program of the
Corporation within seven (7) days of the date such compensation is due;

(e) the failure by the Corporation to continue in effect any
compensation or benefit plan in which you participate immediately prior
to the Change in Control of the Corporation that is material to your
total compensation, unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan) has been made with respect to
such plan, or the failure by the Corporation to continue your
participation therein (or in such substitute or alternative plan) on a
basis not materially less favorable, both in terms of the amount of
benefits provided and the level of your participation relative to other
participants, as existed at the time of the Change in Control of the
Corporation;

(f) the failure by the Corporation to continue to provide you
with benefits substantially similar to those enjoyed by you under any
of the Corporation's life insurance, medical, health and accident, or
disability plans in which you were participating at the time of the
Change in Control of the Corporation, the taking of any action by the
Corporation which would directly or indirectly materially reduce any of
such benefits or deprive you of any material fringe benefit enjoyed by
you at the time of the Change in Control of the Corporation, or the
failure by the Corporation to provide you with the number of paid
vacation days to which you are entitled on the basis of years of
service with the Corporation in accordance with the Corporation's
normal vacation policy in effect at the time of the Change in Control
of the Corporation;

(g) the failure of the Corporation to continue this Agreement
in effect, or to obtain a satisfactory agreement from any successor to
assume and agree to perform this Agreement, as contemplated in Section
6 hereof; or

(h) any purported termination of your employment that is not
effected strictly in accordance with the terms of this Agreement and
pursuant to a Notice of Termination satisfying the requirements of
Subsection (v) hereof (and, if applicable, the requirements of
Subsection (iii) hereof), which purported termination shall not be
effective for purposes of this Agreement.

Your right to terminate your employment pursuant to this Subsection shall not be
affected by your incapacity due to physical or mental illness. Your continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any circumstance constituting Constructive Termination hereunder.

(v) Notice of Termination. Any purported termination of your
employment by the Corporation or by you shall be communicated by
written Notice of Termination to the other party hereto in accordance
with Section 7. "Notice of Termination" shall mean a notice that shall
indicate the specific termination provision in this Agreement relied
upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of your
employment under the provision so indicated.

(vi) Date of Termination, Etc. "Date of Termination" shall
mean (a) if your employment is terminated for Disability, thirty (30)
days after Notice of Termination is given (provided that you shall not
have returned to the full-time performance of your duties during such
thirty (30)-day period), and (b) if your employment is terminated
pursuant to Subsection (iii) or (iv) hereof or for any other reason
(other than Disability), the date specified in the Notice of
Termination (which, in the case of a termination for Cause shall not be
less than thirty (30) days from the date such Notice of Termination is
given, and in the case of a termination on account of Constructive
Termination shall not be less than fifteen (15) nor more than sixty
(60) days from the date such Notice of Termination is given); provided,
however, that if within fifteen (15) days after any Notice of
Termination is given, or, if later, prior to the Date of Termination
(as determined without regard to this proviso), the party receiving
such Notice of Termination notifies the other party that a dispute
exists concerning the termination, then the Date of Termination shall
be the date on which the dispute is finally determined, either by
mutual written agreement of the parties, or by a binding arbitration
award; and provided, further, that the Date of Termination shall be
extended by a notice of dispute only if such notice is given in good
faith and the party giving such notice pursues the resolution of such
dispute with reasonable diligence. Notwithstanding the pendency of any
such dispute, the Corporation will continue to pay you your full
compensation in effect when the notice giving rise to the dispute was
given (including, but not limited to, base salary), and continue you as
a participant in all compensation, benefit and insurance plans in which
you were participating when the notice giving rise to the dispute was
given until the dispute is finally resolved in accordance with this
Subsection. Amounts paid under this Subsection, in addition to all
other amounts due under this Agreement, shall not be offset against or
reduce any other amounts due under this Agreement and shall not be
reduced by any compensation earned by you as the result of employment
by another employer.

5. Compensation Upon Termination or During Disability; Gross-up
Payment. Following a Change in Control of the Corporation, you shall be
entitled to the following benefits during a period of disability, or
upon termination of your employment, as the case may be, provided that
such period or termination occurs during the term of this Agreement or,
if earlier, within one year following such Change in Control of the
Corporation; provided further, however, that you shall be entitled to
the benefits described in Subsection (vi) hereof whether or not your
employment with the Corporation is terminated:

(i) During any period that you fail to perform your full-time
duties with the Corporation as a result of incapacity due to physical
or mental illness, you shall continue to receive your base salary at
the rate in effect at the commencement of any such period, reduced to
the extent disability benefits are actually received by you during this
period, until this Agreement is terminated pursuant to Section 4 (ii)
hereof. Thereafter, or in the event your employment shall be terminated
by reason of your death, your benefits shall be determined under the
Corporation's retirement, insurance, disability and other compensation
programs then in effect in accordance with the terms of such programs.

(ii) If your employment shall be terminated by the Corporation
for Cause or by you other than on account of Constructive Termination,
the Corporation shall pay you your full base salary through the Date of
Termination at the rate in effect at the time Notice of Termination is
given, plus all other amounts to which you are entitled under any
compensation or benefit plan of the Corporation at the time such
payments are due, and the Corporation shall have no further obligations
to you under this Agreement.

(iii) If your employment by the Corporation shall be terminated
by you on account of Constructive Termination or by the Corporation
other than for Cause or Disability, then you shall be entitled to the
benefits provided below:

(a) no later than the fifth day following the Date of
Termination, the Corporation shall pay to you your full base salary
through the Date of Termination at the rate in effect at the time
Notice of Termination is given, plus all other amounts to which you are
entitled under any incentive, bonus or other compensation plan of the
Corporation, at the time such payments are due;

(b) in lieu of any further salary payments to you for periods
subsequent to the Date of Termination, the Corporation shall pay as
severance pay to you, at the time specified in Subsection (iv) hereof,
a lump sum severance payment (together with the payments provided in
paragraph (c), below, the "Severance Payments") equal to two times the
sum of (1) your annual salary rate (including for this purpose any
deferred salary) as in effect as of the Date of Termination or
immediately prior to the Change in Control of the Corporation,
whichever is greater, and (2) your annual target bonus under the
applicable bonus or incentive compensation plans in respect of the
calendar years preceding that in which occurs the Date of Termination
or that in which occurs the Change in Control;

(c) in lieu of any payments under any bonus or annual
incentive compensation plan in effect for the year in which your Date
of Termination occurs, the Corporation shall pay you in a lump sum, at
the time specified in Subsection (iv) hereof, a pro rata portion (based
on the number of whole months, with a partial month treated as a whole
month, elapsed since the first day of the calendar year in which the
Date of Termination occurs), of the target amount of all contingent
awards granted under such plans for all uncompleted periods;

(d) in lieu of shares of common stock of the Corporation
("Corporation Shares") issuable upon the exercise of outstanding
options ("Options"), if any, granted to you under any Corporation stock
option plan (which Options shall be cancelled upon the making of the
payment, referred to below), you shall receive within the time provided
for in Subsection (iv) hereof an amount in cash equal to the product of
(A) the excess of, the higher of the closing price of Corporation
Shares as reported on The New York Stock Exchange on or nearest the
Date of Termination or the highest per share price for Corporation
Shares actually paid in connection with any Change in Control of the
Corporation, over the per share exercise price of each Option held by
you (whether or not then fully exercisable), times (B) the number of
Corporation Shares covered by each such Option;

(e) in addition to any retirement benefits to which you are
entitled under the Ball Corporation Pension Plan for Salaried Employees
(the "Qualified Plan") or any successor plans thereto, the Corporation
shall pay to you in a lump sum, at the time specified in Subsection
(iv) hereof, an amount equal to the actuarial present value of the
excess of (1) over (2), where (1) equals the aggregate retirement
pension (determined as a straight life annuity) to which you would have
been entitled under the terms of the Qualified Plan (without regard to
any amendment to the Qualified Plan made subsequent to a Change in
Control of the Corporation and on or prior to the Date of Termination,
which amendment adversely affects in any manner the computation of
retirement benefits under such plan), determined as if you had
accumulated thereunder two additional years of Benefit Service (after
any termination pursuant to Section 4) at your rate of Salary in
effect on the Date of Termination and where (2) equals the aggregate
retirement pension (determined as a straight life annuity) to which you
are entitled pursuant to the provisions of the Qualified Plan. All
defined terms used in this paragraph (e) shall have the same meaning as
in the Qualified Plan, unless otherwise defined herein or otherwise
required by the context;

(f) for a period beginning with your termination of employment
and not to exceed the earlier of two years or until your commencement
of employment with a subsequent employer, the Corporation shall arrange
to provide you with life, disability, accident and health insurance
benefits substantially similar to those which you were receiving
immediately prior to the Notice of Termination. Benefits otherwise
receivable by you pursuant to this paragraph (f) shall be reduced to
the extent comparable benefits are actually received by you from any
and all successor employers during the period following your
termination, and any such benefits actually received by you shall be
reported to the Corporation;

(g) the Corporation shall pay to you all reasonable legal fees
and expenses incurred by you as a result of such termination (including
all such fees and expenses, if any, incurred in contesting or disputing
any such termination or in seeking to obtain or enforce any right or
benefit provided by this Agreement); unless the decision-maker in any
proceeding, contest or dispute arising hereunder makes a formal finding
that you did not have a reasonable basis for instituting such
proceeding, contest or dispute;

(h) the Corporation shall provide you with individual
outplacement services in accordance with the general custom and
practice generally accorded to an executive of your position.

(iv) The payments provided for in Subsections (iii) (b) and
(c), above, and Subsection (vi) below, shall be made not later than the
fifth day following the Date of Termination; provided, however, that if
the amounts of such payments cannot be finally determined on or before
such day, the Corporation shall pay to you on such day an estimate, as
determined in good faith by the Corporation, of the minimum amount of
such payments and shall pay the remainder of such payments (together
with interest at the rate provided in section 1274(b)(2)(B) of the
Internal Revenue Code of 1986, as amended (the "Code")) as soon as the
amount thereof can be determined but in no event later than the
thirtieth day after the Date of Termination. In the event that the
amount of the estimated payments exceeds the amount subsequently
determined to have been due, such excess shall constitute a loan by the
Corporation to you, payable on the fifth day after demand by the
Corporation (together with interest at the rate provided in section
1274(b)(2)(B) of the Code).

(v) Except as provided in Subsection (iii)(f) hereof, you
shall not be required to mitigate the amount of any payment provided
for in this Section 5 by seeking other employment or otherwise, nor
shall the amount of any payment or benefit provided for in this Section
5 be reduced by any compensation earned by you as the result of
employment by another employer, by retirement benefits, by offset
against any amount claimed to be owed by you to the Corporation, or
otherwise.

(vi) (a) Whether or not you become entitled to the Severance
Payments, if any of the payments or benefits received or to be received
by you in connection with a Change in Control or your termination of
employment (whether pursuant to the terms of this Agreement or any
other plan, arrangement or agreement with the Corporation, any person
(as defined in Section 2(i)) whose actions result in a Change in
Control or any person affiliated with the Corporation or such person)
(such payments or benefits, excluding the Gross-Up Payment (as defined
below), being hereinafter referred to as the "Total Payments") will be
subject to any excise tax imposed under section 4999 of the Code (the
"Excise Tax"), the Corporation shall pay to you an additional amount
(the "Gross-Up Payment") such that the net amount retained by you,
after deduction of any Excise Tax on the Total Payments and any
federal, state and local income and employment taxes and Excise Tax
upon the Gross-Up Payment, shall be equal to the Total Payments.

(b) For purposes of determining whether any of the Total
Payments will be subject to the Excise Tax and the amount of such
Excise Tax, (i) all of the Total Payments shall be treated as
"parachute payments" (within the meaning of section 280G(b)(2) of the
Code) unless, in the opinion of tax counsel (the "Tax Counsel")
reasonably acceptable to you and selected by the accounting firm which
was, immediately prior to the Change in Control, the Corporation's
independent auditor (the "Auditor"), such payments or benefits (in
whole or in part) do not constitute parachute payments, including by
reason of section 280G(b)(4)(A) of the Code, (ii) all "excess parachute
payments" within the meaning of section 280G(b)(l) of the Code shall be
treated as subject to the Excise Tax unless, in the opinion of the Tax
Counsel, such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered (within the
meaning of section 280G(b)(4)(B) of the Code) in excess of the base
amount (as defined in section 280G(b)(3) of the Code) allocable to such
reasonable compensation, or are otherwise not subject to the Excise
Tax, and (iii) the value of any noncash benefits or any deferred
payment or benefit shall be determined by the Auditor in accordance
with the principles of sections 280G(d)(3) and (4) of the Code. For
purposes of determining the amount of the Gross-Up Payment, you shall
be deemed to pay federal income tax at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at the highest
marginal rate of taxation in the state and locality of your residence
on the Date of Termination (or if there is no Date of Termination, then
the date that the Gross-Up Payment is calculated for purposes of this
Section), net of the maximum reduction in federal income taxes which
could be obtained from deduction of such state and local taxes.

(c) In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account hereunder at
the time of termination of your employment, you shall repay to the
Corporation, at the time that the amount of such reduction in Excise
Tax is finally determined, the portion of the Gross-Up Payment
attributable to such reduction (plus that portion of the Gross-Up
Payment attributable to the Excise Tax and federal, state and local
income and employment taxes imposed on the Gross-Up Payment being
repaid by the Executive to the extent that such repayment results in a
reduction in Excise Tax and/or a federal, state or local income or
employment tax deduction) plus interest on the amount of such repayment
at 120% of the rate provided in section 1274(b)(2)(B) of the Code. In
the event that the Excise Tax is determined to exceed the amount taken
into account hereunder (including by reason of any payment the
existence or amount of which cannot be determined at the time of the
Gross-Up Payment), the Corporation shall make an additional Gross-Up
Payment in respect of such excess (plus any interest, penalties or
additions payable by you with respect to such excess) at the time that
the amount of such excess is finally determined. You and the
Corporation shall each reasonably cooperate with the other in
connection with any administrative or judicial proceedings concerning
the existence or amount of liability for Excise Tax with respect to the
Total Payments.

(vii) As soon as practicable, following a Takeover Threat, or
in any event, within twenty (20) business days thereafter, the
Corporation agrees it will establish and fund a so-called "Rabbi Trust"
in an amount sufficient to provide for all cash payments of benefits
specified in Section 5, assuming that you were entitled to such
benefits, plus an additional $50,000 to cover legal fees referred to in
Section 5(iii)(g).

6. Successors; Binding Agreement.

(i) The Corporation will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the
Corporation to expressly assume and agree to perform this Agreement in
the same manner and to the same extent that the Corporation would be
required to perform it if no such succession had taken place. Failure
of the Corporation to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this
Agreement and shall entitle you to compensation from the Corporation in
the same amount and on the same terms to which you would be entitled
hereunder if you terminate your employment on account of Constructive
Termination following a Change in Control of the Corporation, except
that for the purposes of implementing the foregoing, the date on which
any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Corporation" shall mean the
Corporation as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.

(ii) This Agreement shall inure to the benefit of and be
enforceable by you and your personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees
and legatees. If you should die while any amount would still be payable
to you hereunder had you continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms
of this Agreement to your devisee, legatee or other designee or, if
there is no such designee, to your estate.

7. Notice. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by the United States
certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of this
Agreement, provided that all notices to the Corporation shall be directed to the
attention of the Board with a copy to the Secretary of the Corporation, or to
such other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be effective
only upon receipt.

8. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by you and such officer as may be specifically designated
by the Board. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Indiana without regard to its conflicts of law
principles. All references to section of the Exchange Act or the Code shall be
deemed also to refer to any successor provisions to such sections. Any payments
provided for hereunder shall be paid net of any applicable withholding required
under federal, state or local law. The obligations of the Corporation under
Section 5 shall survive the expiration of the term of this Agreement.

9. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

10. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

11. Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration,
conducted before a panel of three arbitrators in Muncie, Indiana, in accordance
with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrator's award in any court having jurisdiction;
provided, however, that you shall be entitled to seek specific performance of
your right to be paid until the Date of Termination during the pendency of any
dispute or controversy arising under or in connection with this Agreement.

12. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto; and any prior agreement
of the parties hereto in respect of the subject matter contained herein is
hereby terminated and cancelled.

If this letter sets forth our agreement on the subject matter hereof, kindly
sign both copies and return one, in the enclosed envelope, to the Corporation,
which will then constitute our agreement on this subject.

Sincerely,

BALL CORPORATION



By______________________________





Agreed to this ______ day of ___________


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