EXHIBIT 10.2

Exhibit 10.2

BALL CORPORATION
NONEMPLOYEE DIRECTORS' COMPENSATION

As Approved by the Board of Directors on April 23, 1997


1. Directors' board and committee fees will continue to be paid in cash, in
accordance with current practice and amount.

2. The Corporation will continue the established practice of awarding 1,000
shares of restricted stock when a nonemployee director is elected or
appointed for an initial term or reelected for a three-year term. These
awards will continue to be made under the 1991 Restricted Stock Plan for
Nonemployee Directors of Ball Corporation.

3. As of April 23, 1997, a Ball Corporation director's total target annual
retainer will be composed of (a) an annual fixed retainer (currently
$22,000) plus (b) an annual incentive retainer based upon the
Corporation's actual operating performance for each fiscal (calendar)
year payable as follows:

(a) The annual fixed retainer will be paid 50 percent in cash (on
a quarterly basis as has been the practice for payment of
retainers) and 50 percent in restricted stock. The restricted
stock portion of the annual fixed retainer will be granted for
the full calendar year at the time of each annual meeting. In
the event the director ceases to serve as a director, for any
reason other than voluntary resignation, after the beginning
of the year but prior to the date of the grant, pro rata
payment will be settled in cash since grants cannot be made to
a non-director. The restricted stock will be issued under the
1997 Stock Incentive Plan and the valuation date for
converting dollar amount of fixed retainer to restricted stock
will be the closing price on the annual meeting date. The
restrictions will lapse upon the director ceasing to serve as
a director, for any reason other than voluntary resignation
during any term or subsequent term. In the event of such
voluntary resignation, the restrictions will not lapse and the
director will forfeit the shares; provided, however, that the
Committee, at its sole discretion, may waive such forfeiture
due to hardship on the part of the director (such as serious
personal or family illness, conflict of interest, disability,
etc.) if the Committee determines that such waiver would be in
the best interest of the Corporation, in which case the
restrictions shall lapse upon such voluntary resignation. In
the event of a director's death while in office, the
restrictions will lapse and the unrestricted shares will be
issued to the estate.

(b) The annual incentive retainer will be calculated in accordance
with the Corporation's EVA Incentive Compensation Plan (the
"Plan"). The "target" incentive compensation will be at a rate
of 40 percent of the annual fixed retainer (currently
$22,000). For 1997 the incentive retainer will accrue for the
entire Plan year of 1997.

Examples of calculations:

o If the Corporation's actual EVA, as calculated under the
Plan, equals target EVA, then the participant's payout
will be 1.0 times target payout (referred to as a "1 time"
or a "1X" payout factor). The incentive retainer would be
computed as follows:

$22,000 x 0.40 x 1.0 (payout factor) = $8,800, for a total
annual retainer of $22,000 + $8,800, or $30,800.

o If the payout factor is 2.0 times target payout ("2X"),
the incentive retainer payout would be:

$22,000 x 0.40 x 2.0 (payout factor) = $17,600, for a
total annual retainer of $22,000 + $17,600, or $39,600.

o If the incentive retainer payout factor is zero (0), the
incentive retainer would be:

$22,000 x 0.40 x 0.0 (payout factor) = 0, for a total
annual retainer of $22,000 + 0, or $22,000.

o When the payout factor is above 2.0 or below zero, the
amounts will be placed in a "bank" (positive or negative)
in accordance with the Plan.

The annual incentive retainer will be paid 50 percent in cash and 50
percent in restricted stock, following the end of each Plan year, after
management's EVA incentive compensation is computed under the Plan. The
valuation date for converting 50 percent of the annual incentive
retainer to restricted stock will be the closing price on the day
incentive compensation checks are paid to management. The restricted
stock will be granted at the time of each annual meeting. In the event
the director ceases to serve as a director, for any reason other than
voluntary resignation after the beginning of the year but prior to the
date of the grant, payment will be settled in cash since grants cannot
be made to a non-director. Restricted stock will be issued under the
1997 Stock Incentive Plan, and the restrictions will lapse upon the
director ceasing to serve as a director, for any reason other than
voluntary resignation during any term or subsequent term. In the event
of such voluntary resignation, the restrictions will not lapse and the
director will forfeit the shares; provided, however, that the Committee,
at its sole discretion, may waive such forfeiture due to hardship on the
part of the director (such as serious personal or family illness,
conflict of interest, disability, etc.) if the Committee determines that
such waiver would be in the best interest of the Corporation, in which
case the restrictions shall lapse upon such voluntary resignation. In
the event of a director's death while in office, the restrictions will
lapse and unrestricted shares will be issued to the estate.

4. The Board will terminate the Retirement Plan for Outside Directors.
Even though no current director has any vested account balance in the
Plan,* the present value of the amount a director would be entitled to
receive, if vested, will be paid to the director in restricted stock
under the 1997 Stock Incentive Plan, and the restrictions will lapse
upon the director ceasing to serve as a director, for whatever reason
other than voluntary resignation during any term or subsequent term.
In the event of such voluntary resignation, the restrictions will not
lapse and the director will forfeit the shares; provided, however, that
the Committee, at its sole discretion, may waive such forfeiture due to
hardship on the part of the director (such as serious personal or family
illness, conflict of interest, disability, etc.) if the Committee
determines that such waiver would be in the best interest of the
Corporation, in which case the restrictions shall lapse upon such
voluntary resignation. In the event of a director's death while in
office, the restrictions will lapse and unrestricted shares will be
issued to the estate. The amounts of restricted stock will be valued
as of April 23, 1997, and issued to the directors in the following
amounts:
**
Frank A. Bracken $ 5,393
Howard M. Dean $ 78,972
John T. Hackett $ 14,024
John F. Lehman $ 43,664
George McFadden $ 925
Ruel C. Mercure, Jr. $ 916
Jan Nicholson $ 4,976
William P. Stiritz $ 105,165

* Under the Plan, no director is eligible to receive any benefits upon
Plan termination on April 23, 1997, because retirement plan vesting
requirements have not been met.

** Present value calculated from age 70, using the average corporate
bond rate as reported by Moody's (7.71% for January 1997).