EXHIBIT 10.1

Exhibit 10.1
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Form of Amended and Restated Severance Benefit Agreement dated May 1, 1996 which
exists between the company and its executive officers.

AMENDED AND RESTATED SEVERANCE BENEFIT AGREEMENT

THIS AMENDED AND RESTATED SEVERANCE BENEFIT AGREEMENT (the "Agreement")
made and entered into as of the 1st day of May, 1996 (the "Effective Date"), by
and between Ball Corporation (the "Corporation") having its principal place of
business located at 345 South High Street, Muncie, Indiana, and ____________
(the "Executive").

WHEREAS, the Corporation desires that the Executive continue as an
employee of the Corporation in accordance herewith;

WHEREAS, effective as of August 1, 1994, and as amended on January 24,
1996, the Corporation and the Executive entered into a Severance Benefit
Agreement setting forth certain terms should the employment relationship of the
Executive terminate during the term of that agreement;

WHEREAS, the parties desire to enter into this Amended and Restated
Severance Benefit Agreement as of the Effective Date, setting forth certain
terms should the employment relationship of the Executive terminate during the
Term (as hereinafter defined), which amends and restates the Severance Benefit
Agreement effective as of August 1, 1994, and as amended on January 24, 1996.

NOW, THEREFORE, IN CONSIDERATION of the mutual premises, covenants and
agreements set forth below, it is hereby agreed as follows:

1. Term of Agreement. The term shall commence as of the Effective Date,
and shall continue until the third anniversary of the Effective Date (the
"Term"); provided, however, that commencing on the first anniversary of the
Effective Date, and on each anniversary thereafter (each, an "Anniversary
Date"), the Term of this Agreement shall be extended automatically for one
additional year unless the Corporation shall have given notice to the Executive
no later than sixty (60) days prior to such Anniversary Date of its intent to
terminate this Agreement at the end of two years following such Anniversary
Date.


2. Termination of Employment.

(a) Death or Disability. For purposes of this Agreement, the
Executive's employment shall terminate automatically upon the Executive's death
or "Disability" during the Term; provided, however, this provision shall have no
effect on whether the Executive's employment has terminated for purposes of the
Corporation's long-term disability plan or program then in effect. For purposes
of this Agreement, the Executive's employment may be terminated by reason of
"Disability," if, as a result of the Executive's incapacity due to physical or
mental illness, the Executive shall have been absent from the full-time
performance of his duties with the Corporation for six (6) consecutive months,
and within thirty (30) days after written "Notice of Termination" (as defined in
subsection 2(d) hereof) is given, the Executive shall not have returned to the
full-time performance of his duties.

(b) By the Corporation for Cause. The Corporation may
terminate the Executive's employment during the Term for "Cause" or for reasons
other than for Cause. For purposes of this Agreement, "Cause" shall mean
termination (i) upon the willful and continued failure of the Executive to
substantially perform his duties with the Corporation (other than any such
failure resulting from his incapacity due to physical or mental illness or any
such actual or anticipated failure after the issuance of a Notice of Termination
by the Executive or on account of "Constructive Termination" (as defined in
subsection 2(c) hereof)), after a written demand for substantial performance is
delivered to the Executive by the Corporation, which demand specifically
identifies the manner in which the Board of Directors of the Corporation (the
"Board") believes that the Executive has not substantially performed his duties,
or (ii) the willful engaging by the Executive in conduct that is demonstrably
and materially injurious to the Corporation, monetarily or otherwise. For
purposes of this subsection, no act, or failure to act, on the Executive's part
shall be deemed "willful" unless done, or omitted to be done, by the Executive
not in good faith and without reasonable belief that such action or omission was
in the best interest of the Corporation.

(c) By the Executive for Constructive Termination. The
Executive may terminate his employment during the Term for "Constructive
Termination." For purposes of this Agreement, "Constructive Termination" shall
mean, without the Executive's express written consent, the occurrence of any one
or more of the following circumstances, unless such circumstances are corrected
prior to the "Date of Termination" (as defined in subsection 2(e) hereof)
specified in the Notice of Termination given in respect thereof:

(i) a reduction in the Executive's annual base
salary ("Annual Base Salary") or the failure of the Corporation to pay
to the Executive any portion or installment of deferred compensation
under any deferred compensation program of the Corporation within
fourteen (14) days of the date such compensation is due, except for
across-the-board salary reductions similarly affecting all similarly
situated executives of the Corporation;


(ii) the failure by the Corporation to continue in
effect any compensation or benefit plan in which the Executive
participates as of the Effective Date that is material to the
Executive's 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 the Executive's 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 the
Executive's participation relative to other participants, as existed as
of the Effective Date, except for across-the-board benefit reductions
similarly affecting comparably situated executives of the Corporation;

(iii) the failure by the Corporation to continue to
provide the Executive with benefits substantially similar to those
enjoyed by comparably situated executives under any of the
Corporation's life insurance, medical, health and accident or
disability plans in which the Executive was participating as of the
Effective Date, or the failure by the Corporation to provide the
Executive with the number of paid vacation days to which the Executive
is entitled on the basis of years of service with the Corporation in
accordance with the Corporation's normal vacation policy in effect as
of the Effective Date;

(iv) the failure of the Corporation to obtain
satisfactory agreement from any successor of the Corporation to assume
and agree to perform this Agreement, as contemplated by Section 6(b)
hereof; or

(v) any material breach by the Corporation of any
other material provision of this Agreement.

No circumstances other than those set forth in Sections 2(c)(i) through 2(c)(v)
above shall constitute Constructive Termination. In the event the Executive
believes such Constructive Termination exists, he shall, in advance of delivery
of any Notice of Termination, specify to the Corporation in writing the
circumstances alleged to constitute Constructive Termination, and provide the
Corporation with a reasonable period of time within which to cure such
circumstances.

Notwithstanding the foregoing, in the event that the Executive terminates his
employment during the Term for Constructive Termination following the occurrence
of a "Change in Control," as defined in Section 2 of the severance agreement as
amended and restated effective as of January 24, 1996 (the "Severance
Agreement") between the Corporation and the Executive, then in lieu of the
definition set forth in this Section 2(c) above, "Constructive Termination"
shall have the meaning ascribed to it in Section 4(iv) of the Severance
Agreement.


(d) Notice of Termination. Any termination by the Corporation
for Cause, or by the Executive for Constructive Termination, shall be
communicated by Notice of Termination to the other party hereto given in
accordance with this Agreement. For purposes of this Agreement, a "Notice of
Termination," means a written notice that (i) indicates the specific termination
provision in this Agreement relied upon and (ii) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated. The failure by the Executive or the Corporation to set forth in the
Notice of Termination any fact or circumstance that contributes to a showing of
Constructive Termination or Cause shall not waive any right of the Executive or
the Corporation hereunder or preclude the Executive or the Corporation from
asserting such fact or circumstance in enforcing the Executive's or the
Corporation's rights hereunder.

(e) Date of Termination. "Date of Termination" means (i) if
the Executive's employment is terminated by the Corporation for Cause, or by the
Executive for Constructive Termination, the date of receipt of the Notice of
Termination or any later date specified therein, as the case may be, (ii) if the
Executive's employment is terminated by the Corporation other than for Cause,
the Date of Termination shall be the date on which the Corporation notifies the
Executive of such termination, and (iii) if the Executive's employment is
terminated by reason of death or Disability, the Date of Termination shall be
the date of death or Disability (as the case may be).

(f) Termination Following Change in Control. Notwithstanding
subsection 3(a)(iii) hereof, in the case of termination, during the Term, by the
Corporation other than for Cause or by the Executive for Constructive
Termination, following the occurrence of a "Change in Control," as defined in
Section 2 of the Severance Agreement, the Executive shall be entitled to (i) a
benefit (the "Change in Control Benefit") equal to the greater of each of the
benefits otherwise provided in Section 3 hereof, and each of the benefits
provided under Section 5 of the Severance Agreement (without regard to the
"Gross-Up Payment" provided pursuant to Section 5(vi) of the Severance
Agreement), plus (ii) an additional amount (the "Severance Gross-Up Payment")
such that the net amount retained by the Executive, after deduction of any
Excise Tax (as defined in Section 5(vi)(a) of the Severance Agreement) on the
Change in Control Benefit, and any federal, state and local income and
employment taxes and Excise Tax on the Severance Gross-Up Payment, shall be
equal to the Change in Control Benefit. Such Severance Gross-Up Payment shall be
calculated pursuant to the procedures set out in Section 5(vi) of the Severance
Agreement. Notwithstanding the foregoing, in the event that the Executive
receives the Change in Control Benefit pursuant to this subsection 2(f) and the
Severance Gross-Up Payment pursuant to this subsection 2(f), the Executive shall
not be entitled to receive any additional benefits under the Severance
Agreement.


3. Obligations of the Corporation upon Termination.
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(a) Certain Terminations. During the Term, if the Corporation
shall terminate the Executive's employment other than for Cause or if the
Executive shall terminate his employment for Constructive Termination, or if the
Executive's employment shall terminate by reason of death or Disability
(termination in any such case referred to as "Termination"), then even though
such Termination may result in the Executive taking retirement:

(i) the Corporation shall pay to the Executive a
lump sum amount in cash equal to the sum of (A) the Executive's Annual
Base Salary through the Date of Termination to the extent not
theretofore paid, and (B) an amount equal to the Executive's annual
incentive compensation ("Annual Incentive Compensation"), calculated in
accordance with the provisions of the Corporation's Economic Value
Added Incentive Compensation Plan (the "Incentive Compensation Plan"),
or successor or other similar plan or plans in effect from time to
time, at target level, for the fiscal year that includes the Date of
Termination, multiplied by a fraction the numerator of which shall be
the number of days from the beginning of such fiscal year to and
including the Date of Termination and the denominator of which shall be
365. (The amounts specified in clauses (A) and (B) shall be hereinafter
referred to as the "Accrued Obligations".) The amounts specified in
this subsection 3(a)(i) shall be paid within thirty (30) days after the
Date of Termination; and

(ii) in the event of Termination by the Company other
than for Cause or by the Executive for Constructive Termination, then:
(A) the Company shall also pay to the Executive within thirty (30) days
of such Date of Termination a lump sum amount, in cash, equal to two
(2) times the sum of (x) the Executive's Annual Base Salary in effect
immediately prior to the Date of Termination, and (y) the Executive's
Annual Incentive Compensation, calculated based on the Target Incentive
Percent, as defined in the Incentive Compensation Plan, established for
the Executive, for the fiscal year in which the Date of Termination
occurs; (B) the Corporation shall also pay to the Executive the present
value (discounted at an interest rate equal to the prime rate
promulgated by the First Chicago - NBD and in effect as of the date of
payment, plus one percent (the "Prime Rate")) of all benefits under the
Corporation's Pension Plan for Salaried Employees, or any successor
plan thereto and any supplemental executive retirement plans to which
the Executive would have been entitled had he remained in employment
with the Corporation for an additional two (2) years, each, where
applicable, at the rate of Annual Base Salary, and using the same
assumptions and factors, in effect at the time Notice of Termination is
given, minus the present value (discounted at the Prime Rate) of the
benefits to which he is actually entitled under the above-mentioned
plans; (C) the Corporation shall continue, for a period of two (2)
years from the Date of Termination, medical and welfare benefits to the
Executive and/or the Executive's family at least equal to those that
would have been provided if the Executive's employment had not been
terminated, such benefits to be in accordance with the medical and
welfare benefit plans, practices, programs or policies (the "M&W
Plans") of the Corporation as in effect and applicable generally to
other executives of the Corporation and their families immediately
preceding the Date of Termination; provided, however, that if the
Executive becomes employed with another employer and is eligible to
receive medical or other welfare benefits under another
employer-provided plan, the benefits under the M&W Plans shall be
reduced to the extent comparable benefits are actually received by or
made available to the Executive without cost during the two (2) year
period following the Executive's Date of Termination (and any such
benefits actually received by the Executive shall be reported to the
Corporation by the Executive) and (D) the Corporation shall, for
purposes of payout elections, treat balances under the Corporation's
Deferred Compensation Plans for executives under age 55 at time of
Termination as if the Executive were 55 years of age; and

(iii) Subject to subsection 2(f) hereof, the
Corporation shall pay or otherwise perform its obligations to the
Executive under any benefit or other then-existing plan, policy,
practice or program of the Corporation, including those related to, but
not limited to, individual outplacement services in accordance with the
general custom and practice generally accorded to comparably situated
executives, severance compensation, vacation payments, stock options
and deferred compensation, as well as under any contract or agreement
entered into before or after the date hereof with the Corporation.

(b) Termination of the Executive for Cause or by the Executive
Other than for Constructive Termination. If the Executive's employment shall be
terminated for Cause during the Term, or if the Executive terminates employment
during the Term other than a termination for Constructive Termination, which he
shall not be prohibited from doing, the Corporation shall have no further
obligations to the Executive under this Agreement.

(c) Legal Expenses. The Corporation shall pay to the Executive
such reasonable legal fees and expenses incurred by the Executive in enforcing
the Executive's rights hereunder as a result of a Termination pursuant to
subsection 3(a)(ii) hereof, but only with respect to such claim or claims upon
which the Executive substantially prevails. Such payments shall be made within
fourteen (14) business days after delivery of the Executive's written request
for payment accompanied with such evidence of fees and expenses incurred as the
Corporation reasonably may require.

4. Mitigation. Except as provided in subsection 3(a)(ii)(C) hereof, in
no event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts (including amounts for damages
for breach) payable to the Executive under any of the provisions of this
Agreement and such amounts shall not be reduced whether or not the Executive
obtains other employment.


5. Confidential Information and Nondisparagement. The Executive shall
hold in a fiduciary capacity for the benefit of the Corporation all secret,
confidential or proprietary information, knowledge or data relating to the
Corporation or any of their affiliated companies, and their respective
businesses, that shall have been obtained by the Executive during the
Executive's employment by the Corporation or any of their affiliated companies
and that shall not have been or now or hereafter have become public knowledge
(other than by acts by the Executive or representatives of the Executive in
violation of this Agreement). During the Term, and at all times thereafter,
regardless of the reason for termination of the Executive's employment, the
Executive shall not, without the prior written consent of the Corporation or as
may otherwise be required by law or legal process, communicate or divulge any
such information, knowledge or data to anyone other than the Corporation and
those designated by it. The Executive understands that during the Term, the
Corporation may be required from time to time to make public disclosure of the
terms or existence of this Agreement in order to comply with various laws and
legal requirements.

During the Term and at all times thereafter, the Executive shall not
disparage or criticize, orally or in writing, the performance of the
Corporation, the Board, any director of the Corporation, any specific former or
current officer of the Corporation or any operating company, any group president
or the Corporation's management group to any person; provided, however, that the
Executive may divulge, discuss or provide the information described in the
preceding paragraph to the extent that he is compelled by law to do so, and, in
such event, the Executive shall notify the Corporation immediately upon any
request or demand for information so that the Corporation may seek a protective
order or other appropriate remedy.

6. Successors.

(a) This Agreement is personal to the Executive and without
the prior written consent of the Corporation shall not be assignable by the
Executive, except that this Agreement shall inure to the benefit of and be
enforceable by the Executive's legal representatives.

(b) The Corporation shall 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 assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform this Agreement if no
such succession had taken place.

7. Arbitration. Any controversy or claim arising out of or relating to
this Agreement or the breach of this Agreement shall be settled exclusively by
arbitration conducted before a panel of three arbitrators (one chosen by the
Executive, one by the Corporation and the third by the other two) in Muncie,
Indiana, in accordance with the rules of the American Arbitration Association
then in effect. The determination of the arbitrators shall be conclusive and
binding on the Corporation and the Executive, and judgment may be entered on the
arbitrators' award in any court having appropriate jurisdiction; provided,
however, that the Corporation shall be entitled to seek a restraining order or
injunction in any court of competent jurisdiction to prevent any continuation of
any violation of Section 5 of this Agreement.


8. Miscellaneous.

(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Indiana, without reference to
principles of conflict of laws.

(b) The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.

(c) This Agreement may not be amended, modified, repealed,
waived, extended or discharged except by an agreement in writing signed by the
party against whom enforcement of such amendment, modification, repeal, waiver,
extension or discharge is sought. No person, other than pursuant to a resolution
of the Board or a committee thereof, shall have authority on behalf of the
Corporation to agree to amend, modify, repeal, waive, extend or discharge any
provision of this Agreement or anything in reference thereto.

(d) The parties hereto acknowledge that the Executive's
employment relationship is employment at will, except for the Corporation's
obligations under this Agreement.

(e) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

If to the Executive: _______________
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_______________

_______________

If to Ball Corporation: Ball Corporation
- ---------------------- 345 South High Street
Muncie, IN 47305
Attention: Corporate Secretary

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

(f) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

(g) The Corporation may withhold from any amounts payable
under this Agreement such federal, state or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.


(h) The Executive's or the Corporation's failure to insist
upon strict compliance with any provision hereof or any other provision of this
Agreement or the failure to assert any right the Executive or the Corporation
may have hereunder, including without limitation the right of the Executive to
terminate employment for Constructive Termination pursuant to subsection 2(c) of
this Agreement, or the right of the Corporation to terminate the Executive's
employment for Cause pursuant to subsection 2(b) of this Agreement, shall not be
deemed to be a waiver of such provision or right or any other provision or right
of this Agreement.

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

IN WITNESS WHEREOF, the Executive and, pursuant to due
authorization from its Board of Directors, the Corporation has caused this
Agreement to be executed as of the day and year first above written.



BALL CORPORATION

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EXECUTIVE

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