1997 STOCK INCENTIVE PLAN

Exhibit 4.1
BALL CORPORATION
1997 STOCK INCENTIVE PLAN


1. Purposes. The purpose of this 1997 Stock Incentive Plan is to
promote the interest of the Corporation and its shareholders by encouraging and
enabling the acquisition of a larger proprietary interest in it by key employees
and directors of the Corporation upon whose judgment and keen interest the
Corporation is largely dependent for the successful conduct of its operations.
It is anticipated that the acquisition of such proprietary interest and the
attainment of certain defined performance goals will increase the personal
interest of its key employees and directors in the continued success and
progress of the Corporation. It is also anticipated that the opportunity to
acquire such a proprietary interest will assist the Corporation in attracting
new key employees and directors.

2. Definitions. When used in this Plan, unless the context
otherwise requires:

A. "Award" means, individually or collectively, a grant
under this Incentive Plan of Stock Options, Stock
Appreciation Rights, Restricted Stock Performance Units
or other Stock Incentives.

B. "Award Agreement" means an agreement entered into by
the Corporation and each Participant setting forth the
terms and provisions applicable to Awards granted under
this Plan.

C. "Board of Directors" or "Board" means the Board of
Directors of the Corpoation as constituted at any
time.

D. "Change in Control," as used herein, shall be deemed to
have occurred if:

(i) any "Person," which shall mean a "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 company owned,
directly or indirectly,by the shareholders 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 consecu-
tive years , individuals, who at the beginning
of such period constitute the Board, and any
new director (other than a director designated
by a Person who has entered into an agreement
with the Corporation to effect a transaction
described in clause (i), (iii) or (iv) of this
Section) whose election by the Board or
nomination for election by the Corporation's
shareholders was approved by a vote of at least
two-thirds 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 shareholders of the Corporation approve a
merger or consolidation of the Corporation
with any other company, 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 shareholders 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.

E. "Code" means the Internal Revenue Code of 1986, as
amended.

F. "Committee" means the Committee appointed by the Board
of Directors to administer the Plan pursuant to the
provisions of section 12(A) below.

G. "Corporation" means Ball Corporation.

H. "Exchange Act" means the Securities Exchange Act of
1934, as amended.

I. "Fair Market Value" means the closing price of the
Stock as published in The Wall Street Journal report of
the New York Stock Exchange-Composite Transactions,
corrected for any reporting errors, or if the Stock is
not traded on that day, on the first preceding day on
which there was a sale of such Stock.

J. "General Counsel" means the General Counsel of the
Corporation serving from time to time or other legal
counsel appointed by the Corporation to render an
opinion required by this Plan. K. "Incentive Stock
Option" means stock options which qualify under and
meet the requirements of Section 422 of the Code.

L. "Linked Stock Incentives" mean Stock Incentives linked
to other Stock Incentives as provided in Article 4C.

M. "Non-Qualified Stock Option" means stock options which
do not qualify under or meet the requirements of
Section 422 of the Code.

N. "Option" means the Incentive Stock Options and the Non-
Qualified Stock Options issued pursuant to the Plan.

O. "Option Price" means the price at which a share of
Stock may be purchased by a Participant pursuant to an
option.

P. "Participant" means an individual who has been granted
a Stock Incentive.

Q. "Performance Unit Award" means a number of shares of
Stock or an amount of money determined by reference to
the Fair Market Value of shares of Stock, or a
combination of each, that will be distributed in
the future if continued employment and/or other
performance objectives or contingencies specified
by the Committee are attained. Performance goals
underlying awards granted under the Plan that
are intended to satisfy the requirements of Section
162(m) of the Code shall be the performance goals
established by the Committee, which must be met during
the applicable performance period as a condition of
the Participant's receipt of payment (or, if
applicable, the lapse of restrictions) with respect
to an award, and which are based on the attainment
of thresholds with respect to one or more
objective business criteria, including, but not
limited to: earnings per share, return on equity,
pretax profit, post-tax profit, consolidated net
income, stock price, market share, sales, unit
sales volume, return on assets, return on invested
capital, cash flow, discounted cash flow, economic
value added, costs, production, unit production
volume and total shareholder return. Amounts in
respect of awards granted under the Plan that are
intended to satisfy the applicable provisions of
Section 162(m) of the Code shall be paid after the end
of the applicable performance period, at such time
as the Committee shall determine. Unless otherwise
determined by the Committee, such payments shall
be made only after achievement of the applicable
performance goals has been certified by the
Committee. The Committee may require the Participant
to deposit Stock with the Corporation, or acquire or
retain for stipulated time periods specified amounts
of Stock.

R. "Plan" means the Ball Corporation 1997 Stock Incentive
Plan set forth in these pages, as amended from time to
time.

S. "Restricted Stock Award" means shares of Stock which
are issued or transferred to a Participant under
section 6 below and which will become free of
restrictions specified by the Committee or the Board
of Directors if continued employment or service on the
Board of Directors and/or other performance objectives
or contingencies specified by the Committee or the
Board of Directors are attained. Such other performance
objectives may include, without limitation, corporate
or business unit financial or operating performance
measures, and such other contingencies may include
the Participant's depositing with the Corporation,
acquiring or retaining for stipulated time periods
specified amounts of Stock.

T. "SEC Rule 16b-3" means Rule 16b-3 of the Securities
and Exchange Commission promulgated under the Exchange
Act, as such rule or any successor rule may be in
effect from time to time.

U. "Section 16 Person" means a person subject to
Section 16 of the Exchange Act with respect to
transactions involving equity securities of the
Corporation.

V. "Stock" means Common Stock, without par value, of the
Corporation.

W. "Stock Appreciation Right" means a right granted under
section 8 below, including, but not limited to, Linked
Stock Appreciation Rights and Free Standing Stock
Appreciation Rights.

X. "Stock Bonus Award" means shares of Stock or an amount
of money which is determined by reference to the Fair
Market Value of shares of Stock, or a combination,
which are distributed to a Participant or which the
Committee or the Board of Directors agrees to
distribute in the future to a Participant in lieu of,
or as a supplement to, any other compensation that may
have been earned by services rendered prior to the date
such distribution is made. The amount of a Stock Bonus
Award that is payable in shares of Stock may but need
not be determined by reference to the Fair Market Value
of shares of Stock. Performance Unit Awards and
Restricted Stock Awards are specific types of Stock
Bonus Awards.

Y. "Stock Incentive" means an award granted under this
Plan in one of the forms provided for in section 4.

Z. "Subsidiary" means a corporation or other form of
business association of which shares (or other
ownership interests) having 50 percent or more of the
voting power are, or in the future become, owned or
controlled, directly or indirectly, by the Corporation.

3. Eligibility. Except as hereinafter provided, each employee or
director of the Corporation or a Subsidiary, who, in the judgment of the
Committee or the Board of Directors, serves the Corporation or a Subsidiary as a
director or in a key executive, administrative, professional or technical
capacity, shall be eligible to receive Stock Incentives under the Plan. The
nonemployee directors to whom Stock Incentives are to be granted under the Plan
and the number of Stock Incentives to be granted to each such director shall be
determined by the Board of Directors, at their sole discretion, subject to the
terms and conditions of the Plan. The employees (including directors who are
also employees) to whom Stock Incentives are to be granted under the Plan and
the number of Stock Incentives to be granted to each employee shall be
determined by the Committee, at its sole discretion, subject to the terms and
conditions of the Plan.

4. Grants of Stock Incentives.

A. Subject to the provisions of the Plan, the Committee or
the Board of Directors, as appropriate, may at any
time, or from time to time, grant any of the following
Stock Incentives to employees or directors:

(i) Incentive Stock Options;

(ii) Non-Qualified Stock Options;

(iii) Stock Appreciation Rights; and

(iv) Stock Bonus Awards, which may (but need not) be
Performance Unit Awards or Restricted Stock
Awards.

B. After a Stock Incentive has been granted:

(i) the Committee or the Board of Directors may
waive any term or condition thereof that could
have been excluded from such Stock Incentive
when it was granted, and

(ii) with the written consent of the affected
Participant, may amend any Stock Incentive
after it has been granted to include (or
exclude) any provision which could have been
included in (or excluded from) such Stock
Incentive when it was granted,

and no additional consideration need be received by
the Corporation in exchange for such waiver or amend-
ment.

C. The Committee or the Board of Directors may (but need
not) grant any Stock Incentive linked to another Stock
Incentive. Linked Stock Incentives may be granted as
either alternatives or supplements to one another. The
terms and conditions of any such linked Stock
Incentives shall be determined by the Committee or the
Board of Directors, subject to the provisions of the
Plan.

D. The Committee or the Board of Directors shall have the
discretion to decide the terms and conditions of each
Award, including, but not limited to, the number of
Stock Incentives, the price, the time period that
installments (if any) shall vest, performance criteria
rights, acceleration of Stock Incentives and rights to
exercise Stock Incentives upon termination of a
Participant's employment or service on the Board of
Directors.

5. Stock Subject to the Plan.

A. Subject to the provisions below of paragraph 5(C) and
of section 8, the maximum number of shares of Stock
which may be issued or transferred pursuant to Stock
Incentives is three million (3,000,000) shares of Stock
and the maximum number of shares of Stock with respect
to which Options, Stock Appreciation Rights,
Performance Units or Restricted Stock or other Stock
Bonus Awards may be granted to any employee or director
in any five-year period shall be 750,000 shares of
Stock.

B. Such shares may be authorized but unissued shares of
Stock, shares of Stock held in the treasury, whether
acquired by the Corporation specifically for use under
this Plan or otherwise, or shares issued or transferred
to, or otherwise acquired by, a trust pursuant to
paragraph 13(D) below, as the Committee or the Board of
Directors may from time to time determine; provided,
however, that any shares acquired or held by the
Corporation for the purposes of this Plan shall, unless
and until issued or transferred to a trust pursuant to
paragraph 13(D) below or to a Participant in accordance
with the terms and conditions of a Stock Incentive, be
and at all times remain authorized but unissued shares
or treasury shares (as the case may be), irrespective
of whether such shares are entered in a special account
for purposes of this Plan, and shall be available for
any corporate purpose.

C. If any shares of Stock subject to a Stock Incentive
shall not be issued or transferred to a Participant and
shall cease to be issuable or transferable to a
Participant because of the termination, expiration or
cancellation, in whole or in part, of such Stock
Incentive or for any other reason, or if any such
shares shall, after issuance or transfer, be reacquired
by the Corporation because of the Participant's failure
to comply with the terms and conditions of a Stock
Incentive or for any other reason, the shares not so
issued or transferred, or the shares so reacquired by
the Corporation, as the case may be, shall no longer be
charged against the limitations provided for in
paragraph (A) above of this section 5 and may again be
made subject to Stock Incentives; provided that the
number of shares not so issued or transferred and any
such reacquired shares may again be made subject to
Stock Incentives for Section 16 Persons only if the
General Counsel determines that doing so would not
jeopardize any exemption from Section 16 of the
Exchange Act (including without limitation SEC Rule
16b-3) for which the Corporation intends transactions
by or with respect to Section 16 Persons to qualify.

6. Stock Bonus Awards, Performance Unit Awards and Restricted
Stock Awards. Stock Bonus Awards,Performance Unit Awards and Restricted Stock
Awards shall be subject to the following provisions:

A. An employee or director may be granted a Stock Bonus
Award, Performance Unit Award or Restricted Stock Award
whether or not he is eligible to receive similar or
dissimilar incentive compensation under any other plan
or arrangement of the Corporation.

B. Shares of Stock subject to a Stock Bonus Award may be
issued or transferred to a Participant at the time such
Award is granted, or at any time subsequent thereto, or
in installments from time to time, and subject to such
terms and conditions, as the Committee or the Board of
Directors shall determine. In the event that any such
issuance or transfer shall not be made to the
Participant at the time such Award is granted, the
Committee or the Board of Directors may, but need not,
provide for payment to such Participant, either in cash
or shares of Stock, from time to time or at the time or
times such shares shall be issued or transferred to
such Participant of amounts equal to the dividends
which would have been payable to such Participant in
respect of such shares (as adjusted under section 9) if
such shares had been issued or transferred to such
Participant at the time such Award was granted.

C. Any Stock Bonus Award, Performance Unit Award or
Restricted Stock Award may, at the discretion of the
Committee or the Board of Directors, be settled in
cash, on each date on which shares would otherwise have
been delivered or become unrestricted, in an amount
equal to the Fair Market Value on such date of the
shares which would otherwise have been delivered or
become unrestricted; and the number of shares for which
such cash payment is made shall be added back to the
maximum number of shares available for use under the
Plan, provided that the number of shares for which such
cash payment is made may be made subject to Stock
Incentives for Section 16 Persons only if the General
Counsel determines that doing so would not jeopardize
any exemption from Section 16 of the Exchange Act
(including without limitation SEC Rule 16b-3) for which
the Corporation intends transactions by or with respect
to Section 16 Persons to qualify.

D. Stock Bonus Awards, Performance Unit Awards and
Restricted Stock Awards shall be subject to such terms
and conditions, including, without limitation,
restrictions on the sale or other disposition of the
shares issued or transferred pursuant to such Award,
and conditions calling for forfeiture of the Award or
the shares issued or transferred pursuant thereto in
designated circumstances, as the Committee or the Board
of Directors shall determine; provided, however, that
upon the issuance or transfer of shares to a
Participant pursuant to any such Award, the recipient
shall, with respect to such shares, be and become a
shareholder of the Corporation fully entitled to
receive dividends, to vote and to exercise all other
rights of a shareholder except to the extent otherwise
provided in the Award. All or any portion of a Stock
Bonus Award may, but need not, be made in the form of a
Performance Unit Award or a Restricted Stock Award.

E. Each Stock Bonus Award, Performance Unit Award and
Restricted Stock Award shall be evidenced by a written
instrument in such form as the Committee or the Board
of Directors shall determine, signed by a
representative of the Corporation duly authorized to do
so, provided that such instrument is consistent with
this Plan and incorporates it by reference.




7. Stock Options. Options shall be subject to the following
provisions:

A. Subject to the provisions of section 10, the purchase
price of each share subject to an Incentive Stock
Option shall be not less than 100 percent of the Fair
Market Value of a share of Stock on the date the
Incentive Stock Option is granted (or in the case of
any optionee who, at the time such Incentive Stock
Option is granted, owns stock possessing more than 10
percent of the total combined voting power of all
classes of stock of his employer corporation or of its
parent or subsidiary corporation, not less than 110
percent of the Fair Market Value of a share of Stock on
the date the Incentive Stock Option is granted) and the
purchase price of each share subject to a Non-Qualified
Stock Option shall be not less than the Fair Market
Value of a share of Stock on the date the Non-Qualified
Stock Option is granted. Subject to the foregoing
limitations, the purchase price per share may, if the
Committee or the Board of Directors so provides at the
time of grant of an Option, be indexed to the increase
or decrease in an index specified by the Committee or
the Board of Directors.

B. The purchase price of shares subject to an Option may
be paid in whole or in part (i) in cash, (ii) by
bank-certified, cashier's or personal check subject to
collection, or (iii) in shares of Stock. Stock which is
tendered by Section 16 Persons must have been held by
the Participant for at least six months prior to its
tender to satisfy the Option Price. Shares of Stock
thus surrendered shall be valued at their Fair Market
Value on the date of exercise.

C. Options may be granted for such lawful consideration,
including money or other property, tangible or
intangible, or labor or services received or to be
received by the Corporation, as the Committee or the
Board of Directors may determine when the Option is
granted. Subject to the foregoing and the other
provisions of this section 7, each Option may be
exercisable in full at the time of grant or may become
exercisable in one or more installments, at such time
or times and subject to satisfaction of such terms and
conditions as the Committee or the Board of Directors
may determine. The Committee or the Board of Directors
may at any time accelerate the date on which an Option
becomes exercisable, and no additional consideration
need be received by the Corporation in exchange for
such acceleration. Unless otherwise provided in the
Option, an Option, to the extent it becomes
exercisable, may be exercised at any time in whole or
in part until the expiration or termination of the
Option.

D. Each Option shall be exercisable during the lifetime of
the optionee only by him or his guardian or legal
representative, and after death only by the person or
persons to whom his rights to it shall pass by his will
or by the applicable laws of descent and distribution,
by his estate or by a person who acquired the right to
exercise the Option by will or the laws of descent and
distribution. Each Option shall expire at such time or
times as the Committee or the Board of Directors may
determine, provided that notwithstanding any other
provision of this Plan, (i) no Option shall be
exercisable after the tenth anniversary of the date on
which the Option was granted, and (ii) no Incentive
Stock Option which is granted to any optionee who, at
the time such Option is granted, owns stock possessing
more than 10 percent of the total combined voting power
of all classes of stock of his employer corporation or
of its parent or subsidiary corporation, shall be
exercisable after the expiration of five (5) years from
the date such Option is granted. If an Option is
granted for a term of less than ten (10) years, the
Committee or the Board of Directors may, at any time
prior to the expiration of the Option, extend its term
for a period ending not later than on the tenth
anniversary of the date on which the Option was
granted, and no additional consideration need be
received by the Corporation in exchange for such
extension. The Committee or the Board of Directors may,
but need not, provide for an Option to be exercisable
after termination of employment or termination of a
director's services until its fixed expiration date (or
until an earlier date or specified event occurs).

E. An Option may, but need not, be an Incentive Stock
Option. All shares of Common Stock which may be made
subject to Stock Incentives under this Plan may be made
subject to Incentive Stock Options; provided that the
aggregate Fair Market Value (determined as of the time
the Option is granted) of the Stock with respect to
which Incentive Stock Options may be exercisable for
the first time by any employee during any calendar year
(under all plans, including this Plan, of his employer
corporation and its parent and subsidiary corporations)
shall not exceed $100,000 or such other amount as may
apply under the Code.

F. Each Option shall be evidenced by a written instrument,
signed by a representative of the Corporation duly
authorized to do so, which shall contain such terms and
conditions, and shall be in such form, as the Committee
or the Board of Directors shall determine, provided the
instrument is consistent with this Plan and
incorporates it by reference. An Option, if so approved
by the Committee or the Board of Directors, may include
terms, conditions, restrictions and limitations in
addition to those provided for in this Plan including,
without limitation, terms and conditions providing
issuance of shares, on exercise of an Option, which may
be nontransferable and forfeitable to the Corporation
in designated circumstances.

G. No option shall be exercisable unless and until the
Corporation (i) obtains the approval of all regulatory
bodies whose approval the General Counsel may deem
necessary or desirable, and (ii) complies with all
legal requirements deemed applicable by the General
Counsel.

H. An Option shall be considered exercised if and when
written notice, signed by the person exercising the
Option and stating the number of shares with respect to
which the Option is being exercised, is received by the
Corporate Secretary's Department accompanied by full
payment of the Option exercise price in one or more of
the forms authorized by the Committee or the Board of
Directors and described in section 7(B) above for the
number of shares to be purchased. No Option may at any
time be exercised with respect to a fractional share.

8. Stock Appreciation Rights. Stock Appreciation Rights shall be
subject to such terms and conditions, not inconsistent with the Plan, as shall
from time to timebe determined by the Committee and to the following terms and
conditions:

A. Stock Appreciation Rights may be granted in connection
with all or any part of an Option, either at the time
of the grant of such Option or at any time thereafter
during the term of the Option (in either case, "Linked
Stock Appreciation Rights"), or may be granted without
reference to an Option ("Free-Standing Stock
Appreciation Rights").

B. Linked Stock Appreciation Rights may be granted either
as an alternative or a supplement to a specified Option
(the "related" Option). Each Linked Stock Appreciation
Right that is granted as an alternative to an Option
shall entitle the holder to receive the amount
determined pursuant to section 8(E) below if and when
the holder surrenders a related Option to purchase one
share of Common Stock that is then exercisable. Each
Linked Stock Appreciation Right that is granted as a
supplement to an Option shall entitle the holder to
receive the amount determined pursuant to section 8(E)
below if and when the holder purchases a share under
the related Option.

C. Stock Appreciation Rights may be granted for such
lawful consideration, including money or other
property, tangible or intangible, or labor or services
received or to be received by the Corporation, as the
Committee or the Board of Directors may determine when
the Rights are granted. Subject to the foregoing and
the other provisions of this section 8, Stock
Appreciation Rights may be exercisable in full at the
time of grant or may become exercisable in one or more
installments and at such time or times as the Committee
or the Board of Directors may determine. The Committee
or the Board of Directors may at any time accelerate
the date on which Stock Appreciation Rights become
exercisable, and no additional consideration need be
received by the Corporation in exchange for such
acceleration. Unless otherwise provided in the Stock
Appreciation Rights, Stock Appreciation Rights, to the
extent they become exercisable, may be exercised at any
time in whole or in part until they expire or
terminate.

D. No Free-Standing Stock Appreciation Right shall be
exercisable after the tenth anniversary of the date it
was granted, and no Linked Stock Appreciation Right
shall be exercisable after the related Option ceases to
be exercisable. If the Committee or the Board of
Directors grants a Stock Appreciation Right for a
lesser term than that permitted by the preceding
sentence, the Committee or the Board of Directors may,
at any time prior to its expiration, extend its term to
the maximum term permitted by the preceding sentence,
and no additional consideration need be received by the
Corporation in exchange for such extension. The
Committee or the Board of Directors may, but need not,
provide for Stock Appreciation Rights to be exercisable
after termination of employment or termination of a
director's services until they expire pursuant to the
first sentence of this paragraph 8(D) (or until an
earlier date or specified event occurs).

E. Upon exercise of Stock Appreciation Rights, the holder
thereof shall be entitled to receive cash or shares of
Common Stock or a combination of each, as the Committee
or the Board of Directors at their sole discretion may
determine, equal to the amount by which the Fair Market
Value of a share of Common Stock on the date of such
exercise exceeds the Base Price of the Stock
Appreciation Rights, multiplied by the number of Stock
Appreciation Rights exercised; provided that in no
event shall a fractional share be issued. In the case
of Linked Stock Appreciation Rights, the Base Price
shall be the price at which shares may be purchased
under the related Option, unless the Committee or the
Board of Directors specified a different price when the
Rights were granted (which shall not be less than the
lowest price at which the related Option could have
been granted under section 7 above). In the case of
Free-Standing Stock Appreciation Rights, the Base Price
shall be the Fair Market Value of a share of Stock on
the date the Rights were granted, unless the Committee
or the Board of Directors specified a different price
when the Rights were granted.

F. The maximum number of shares available for use under
the Plan shall be charged only for the number of shares
which are actually issued or transferred in settlement
of Stock Appreciation Rights. In the case of an
exercise of a Linked Stock Appreciation Right that is
granted as an alternative to an Option, if the number
of shares of Stock previously charged against the
maximum number of shares available for use under the
Plan on account of the surrendered portion of the
Option exceeds the number of shares (if any) actually
issued or transferred pursuant to such surrender, the
excess shall be added back to the number of shares
available for use under the Plan.

G. Stock Appreciation Rights shall be exercisable during
the life of the Participant only by him or his guardian
or legal representative, and after death only by the
person or persons to whom his rights to it shall pass
by his will or by the applicable laws of descent and
distribution.

H. Each Stock Appreciation Right shall be evidenced by a
written instrument, which shall contain such terms and
conditions, and shall be in such form, as the Committee
or the Board of Directors shall determine, provided the
instrument is consistent with the Plan and incorporates
it by reference.

9. Certain Change in Control, Termination of Employment and
Disability Provisions. Notwithstanding any other provision of the Plan to the
contrary, if, while any Awards remain outstanding under the Plan, a Change in
Control of the Corporation shall occur, all Options and freestanding SARs
granted under the Plan that are outstanding at the time of such Change in
Control shall become immediately exercisable in full, without regard to the
years that have elapsed from the date of grant. The Committee or the Board of
Directors may at any time and subject to the terms and conditions as it may
impose:

A. authorize the holder of an Option to exercise the
Option following the termination of the Participant's
employment or termination of a director's services with
the Corporation and its Subsidiaries, or following the
Participant's disability, whether or not the Option
would otherwise be exercisable following such event,
provided that in no event may an Option be exercised
after the expiration of its term;

B. grant Options which become exercisable only in the
event of a Change in Control;

C. authorize a Stock Bonus Award, Performance Unit Award
or Restricted Stock Award to become nonforfeitable,
fully earned and payable upon or following (i) the
termination of the Participant's employment or
termination of a director's services with the
Corporation and its Subsidiaries, or (ii) the
Participant's disability, whether or not the Award
would otherwise become nonforfeitable, fully earned and
payable upon or following such event; and

D. grant Stock Bonus Awards, Performance Unit Awards and
Restricted Stock Awards which become nonforfeitable,
fully earned and payable only in the event of a Change
in Control.

Subject to applicable law, the Committee or the Board of Directors shall
establish terms at the time of any Award as to the Participant's right to
receive an Award upon the termination of the Participant's employment or
termination of a director's services for any reason with the Corporation and its
Subsidiaries.

10. Adjustment Provisions. In the event that any recapitalization,
reclassification, split-up or consolidation of shares of Stock shall be
effected, or the outstanding shares of Stock shall be, in connection with a
merger or consolidation of the Corporation or a sale by the Corporation of all
or a part of its assets, exchanged for a different number or class of shares of
stock or other securities or property of the Corporation or any other entity or
person, or a record date for determination of holders of Stock entitled to
receive a dividend or other distribution payable in Stock or other property
(other than normal cash dividends) shall occur, (A) the number and class of
shares or other securities or property that may be issued or transferred
pursuant to Stock Incentives thereafter granted or that may be optioned or
awarded under the Plan to any Participant, (B) the number and class of shares or
other securities or property that may be issued or transferred under outstanding
Stock Incentives, (C) the purchase price to be paid per share under outstanding
and future Stock Incentives, and (D) the price to be paid per share by the
Corporation or a Subsidiary for shares or other securities or property issued or
transferred pursuant to Stock Incentives which are subject to a right of the
Corporation or a Subsidiary to reacquire such shares or other securities or
property, shall in each case be equitably adjusted; provided that with respect
to Incentive Stock Options any such adjustments shall comply with Sections 422
and 424 of the Code.

11. Effective Date and Duration of Plan. The Plan shall be effective
when it is approved by the Board of Directors, provided that the shareholders of
the Corporation thereafter approve it within one year of that date. If the Plan
is not so approved by the shareholders, the Plan (and any Stock Incentive
granted thereunder) shall be null, void and of no force or effect. If so
approved, the Plan shall remain in effect, and Stock Incentives may be granted,
until Stock Incentives have been granted with respect to all shares authorized
to be issued or transferred hereunder or until the Plan is sooner terminated by
the Board of Directors, and shall continue in effect thereafter with respect to
any Stock Incentives outstanding at that time. In no event shall an Incentive
Stock Option be granted under the Plan more than ten (10) years from the date
the Plan is adopted by the Board, or the date the Plan is approved by the
shareholders of the Corporation, whichever is earlier.

12. Administration.

A. The Plan as it relates to awards to employees of the
Corporation shall be administered by a Committee of the
Board consisting of two or more directors appointed
from time to time by the Board. The Committee shall be
composed solely of "outside directors" within the
meaning of Section 162(m)(4)(C)(i) of the Code and
"nonemployee directors" within the meaning of SEC Rule
16b-3. The Plan as it relates to awards to nonemployee
directors shall be administered by the Board of
Directors.

B. The Committee or the Board of Directors may establish
such rules and regulations, not inconsistent with the
provisions of the Plan, as it may deem necessary for
the proper administration of the Plan, and may amend or
revoke any rule or regulation so established. The
Committee or the Board of Directors shall, subject to
the provisions of the Plan, have full power to
interpret, administer and construe the Plan and any
instruments issued under the Plan and full authority to
make all determinations and decisions thereunder
including, without limitation, the authority to (i)
select the Participants in the Plan, (ii) determine
when Stock Incentives shall be granted, (iii) determine
the number of shares to be made subject to each Stock
Incentive, (iv) determine the type of Stock Incentive
to grant, and (v) determine the terms and conditions of
each Stock Incentive, including the exercise price, in
the case of an Option. The interpretation by the
Committee or the Board of Directors of the terms and
provisions of the Plan and any instrument issued
thereunder, and its administration thereof, and all
action taken by the Committee or the Board of
Directors, shall be final, binding and conclusive on
the Corporation, its shareholders, Subsidiaries, all
Participants and employees, and upon their respective
successors and assigns, and upon all other persons
claiming under or through any of them.

C. Each person who is or shall have been a member of the
Committee or the Board of Directors shall be
indemnified by the Corporation against and from any
loss, cost, liability or expense that may be imposed
upon or reasonably incurred by him in connection with
or resulting from any claim, action, suit or proceeding
to which he may be a party or in which he may be
involved by reason of any action taken or failure to
act under the Plan. Such person shall be indemnified by
the Corporation for all amounts paid by him in
settlement thereof, with the Corporation's approval, or
paid by him in satisfaction of any judgment in any such
action, suit or proceeding against him, provided he
shall give the Corporation an opportunity, at its own
expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf.
The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to
which such persons may be entitled under the
Corporation's Amended Articles of Incorporation or
Bylaws, as a matter of law, or otherwise, or any power
that the Corporation may have to indemnify them or hold
them harmless.

13. General Provisions.

A. Any provision of the Plan to the contrary
notwithstanding, any derivative security issued under
the Plan (within the meaning of SEC Rule 16a-1, 17 CFR
Section 240.16a-1), including, without limitation, any
Option or Stock Appreciation Right, shall not be
transferable by the Participant other than by will or
the laws of descent and distribution or in accordance
with the Plan. Stock Incentives, including, but not
limited to, Stock Options, Stock Appreciation Rights,
Performance Units or other Stock Bonus Awards, may not
be sold, transferred, pledged, assigned or otherwise
donated or hypothecated, other than by will or the laws
of descent and distribution and shall be exercisable
during the Participant's lifetime only by the
Participant. Any attempt of assignment, transfer,
pledge, hypothecation or other disposition of any Stock
Incentive granted hereunder which is contrary to the
provisions of the Plan or the levy of any attachment or
similar proceedings upon the Plan or any Stock
Incentive shall be null and void.

Shares of Restricted Stock granted herein may not be
sold, transferred, pledged, assigned or otherwise
alienated or hypothecated until the end of the
applicable period of restriction established by the
Committee or the Board of Directors and specified in
the Restricted Stock Award Agreement, or upon earlier
satisfaction of any other conditions, as specified by
the Committee or the Board of Directors at their sole
discretion and set forth in the Restricted Stock Award
Agreement. All rights with respect to the Restricted
Stock granted to a Participant under the Plan shall be
available during his lifetime only to such Participant.
Any levy of any attachment or similar proceedings upon
any Restricted Stock shall be null and void.

B. Nothing in this Plan or in any instrument executed
pursuant hereto shall confer upon any person any right
to continue in the employment of the Corporation or a
Subsidiary, or shall affect the right of the
Corporation or a Subsidiary to terminate the employment
of any person at any time with or without cause.

C. No shares of Stock shall be issued or transferred
pursuant to a Stock Incentive unless and until all
legal requirements applicable to the issuance or
transfer of such shares have, in the opinion of the
General Counsel, been satisfied. Any such issuance or
transfer shall be contingent upon the person acquiring
the shares giving the Corporation any assurances the
General Counsel may deem necessary or desirable to
assure compliance with all applicable legal
requirements.

D. No person (individually or as a member of a group), or
other person claiming under or through him, shall have
any right, title or interest in or to any shares of
Stock (i) issued or transferred to, or acquired by, a
trust, (ii) allocated, or (iii) reserved for the
purposes of this Plan, or subject to any Stock
Incentive, except as to such shares of Stock, if any,
as shall have been issued or transferred to him. The
Committee or the Board of Directors may, but need not,
provide at any time or from time to time (including,
without limitation, upon or in contemplation of a
Change in Control) for a number of shares of Stock,
equal to the number of such shares subject to Stock
Incentives then outstanding, to be issued or
transferred to, or acquired by, a trust (including, but
not limited to, a grantor trust) for the purpose of
satisfying the Corporation's obligations under such
Stock Incentives, and, unless prohibited by applicable
law, such shares held in trust shall be considered
authorized and issued shares with full dividend and
voting rights, notwithstanding that the Stock
Incentives to which such shares relate shall not have
been exercised or may not be exercisable or vested at
that time.

E. The Corporation and its Subsidiaries may make such
provisions as they may deem appropriate for the
withholding of any taxes which they determine they are
required to withhold in connection with any Stock
Incentive. Without limiting the foregoing, the
Committee or the Board of Directors may, subject to
such terms and conditions as it may impose, permit or
require any withholding tax obligation arising in
connection with the grant, exercise, vesting,
distribution or payment of any Stock Incentive to be
satisfied in whole or in part, with or without the
consent of the Participant, by having the Corporation
withhold all or any part of the shares of Stock that
vest or would otherwise be distributed at such time.
Any shares so withheld shall be valued at their Fair
Market Value on the date of such withholding.

F. Nothing in this Plan is intended to be a substitute
for, or shall preclude or limit the establishment or
continuation of, any other plan, practice or
arrangement for the payment of compensation or fringe
benefits to directors, officers or employees generally,
or to any class or group of such persons, which the
Corporation or any Subsidiary now has or may hereafter
lawfully put into effect, including, without
limitation, any incentive compensation, retirement,
pension, group insurance, stock purchase, stock bonus
or stock option plan.

G. Any provision of the Plan to the contrary
notwithstanding: (i) the Committee or the Board of
Directors may impose such conditions on any Stock
Incentive as they may determine, on the advice of
counsel, are necessary or desirable to satisfy any
exemption from Section 16 of the Exchange Act for which
the Corporation intends transactions by or with respect
to Section 16 Persons to qualify, including, without
limitation, SEC Rule 16b-3; (ii) transactions by or
with respect to Section 16 Persons shall comply with
any applicable conditions of SEC Rule 16b-3 unless the
Committee or the Board of Directors determines
otherwise; (iii) transactions by or with respect to
persons whose remuneration would not be deductible by
the Corporation but for compliance with the provisions
of Section 162(m)(4)(C) of the Code shall conform to
the requirements of Section 162(m)(4)(C) of the Code
unless the Committee or the Board of Directors
determines otherwise; (iv) the Plan is intended to give
the Committee or the Board of Directors the authority
to grant awards that qualify as performance-based
compensation under Code Section 162(m)(4)(C) as well as
awards that do not so qualify; and (v) any provision of
the Plan that would prevent the Committee or the Board
of Directors from exercising the authority referred to
in clause (iv) above or that would prevent an award
that the Committee or the Board of Directors intends to
qualify as performance-based compensation under Code
Section 162(m)(4)(C) from so qualifying or that would
prevent any transaction by or with respect to a Section
16 Person from qualifying for any exemption from
Section 16 of the Exchange Act for which the
Corporation intends such transaction to qualify
(including SEC Rule 16b-3), shall be administered,
interpreted and construed to carry out such intention
and any provision that cannot be so administered,
interpreted and construed shall to that extent be
disregarded. With respect to Awards granted under the
Plan that are intended to satisfy the applicable
provisions of Section 162(m) of the Code, the Committee
or the Board of Directors shall have full power and
discretion to establish and administer performance
goals, establish performance periods and to certify
that performance goals have been attained, to the
fullest extent required to comply with Section 162(m)
of the Code.

H. By accepting any benefits under the Plan, each
Participant, and each person claiming under or through
him, shall be conclusively deemed to have indicated his
acceptance and ratification of, and consent to, all
provisions of the Plan and any action or decision under
the Plan by the Corporation, its agents and employees,
the Board of Directors and the Committee.

I. The validity, construction, interpretation and
administration of the Plan and of any determinations or
decisions made thereunder, and the rights of all
persons having or claiming to have any interest therein
or thereunder, shall be governed by, and determined
exclusively in accordance with, the laws of the State
of Indiana, but without giving effect to the principles
of conflicts of laws thereof. Without limiting the
generality of the foregoing, the period within which
any action arising under or in connection with the Plan
must be commenced shall be governed by the laws of the
State of Indiana, without giving effect to the
principles of conflicts of laws thereof, irrespective
of the place where the act or omission complained of
took place and of the residence of any party to such
action and irrespective of the place where the action
may be brought.

J. The use of the masculine gender shall also include
within its meaning the feminine. The use of the
singular shall include within its meaning the plural
and vice versa.

14. Amendment And Termination. The Plan may be amended by the Board of
Directors, without shareholder approval, at any time and in any respect, unless
shareholder approval of the amendment in question is required under Indiana law,
the Code (including, without limitation, Code Section 162(m)(4) and Code Section
422, including Proposed Treasury Regulation Section 1.422A(B)(iv)), any
applicable exemption from Section 16 of the Exchange Act (including, without
limitation, SEC Rule 16b-3) for which the Corporation intends transactions by or
with respect to Section 16 Persons to qualify, any national securities exchange
or system on which shares of Stock are then listed or reported, by any
regulatory body having jurisdiction with respect to the Plan, or under any other
applicable laws, rules or regulations. The Plan may also be terminated at any
time by the Board of Directors. No amendment or termination of this Plan shall
adversely affect any Stock Incentive granted prior to the date of such amendment
or termination without the written consent of the Participant.