EXHIBIT 10.5

BALL-INCON GLASS PACKAGING CORP.
DEFERRED COMPENSATION PLAN
(as Amended July 1, 1994)



BALL-INCON GLASS PACKAGING CORP.
DEFERRED COMPENSATION PLAN


1. Statement of Purpose

The purpose of the Ball-InCon Glass Packaging Corp. Deferred Compensation
Plan (the "Plan") is to aid Ball-InCon and any of its fifty-one percent
(51%) or more owned subsidiaries (the "Company") in attracting and
retaining key employees by providing a non-qualified compensation deferral
vehicle.

2. Definitions

2.1 Beneficiary - "Beneficiary" means the person or persons designated as
such in accordance with Section 8.

2.2 Compensation - "Compensation" means the Participant's salary and
annual incentive compensation.

2.3 Cycle - "Cycle" means the twelve month pay-in period for each
deferral; provided, however, that the initial Cycle shall commence on
November 16, 1987 and end on December 31, 1988.

2.4 Deferral Amount - "Deferral Amount" means the amount of Elective
Deferred Compensation actually deferred by the Participant.

2.5 Deferred Compensation Account - "Deferred Compensation Account" means
the account maintained on the books of account of the Company for each
Participant pursuant to Section 6.

2.6 Distribution Date - "Distribution Date" means the date on which the
Company makes distributions from the Participant's Deferred
Compensation Account.

2.7 Election Form - "Election Form" means the form or forms attached to
this Plan and filed with the Committee by the Participant in order to
participate in the Plan. The terms and conditions specified in the
Election Form(s) are incorporated by reference herein and form a part
of the Plan.

2.8 Elective Deferred Compensation - "Elective Deferred Compensation"
means the amount elected to be deferred by an Eligible Employee in his
Election Form, subject to approval by the Committee.

2.9 Eligible Employee - "Eligible Employee" means those employees of the
Company who have been selected by the Committee.

2.10 Human Resources Committee - "Human Resources Committee" also referred
to as the "Committee" means the committee appointed by Ball
Corporation's Board of Directors who will administer the Plan pursuant
to Section 3.

2.11 Moody's - "Moody's" means the annual average composite yield on
Moody's Seasoned Corporate Bond Yield Index for the twelve month
period ending on the last day of October immediately preceding the
Valuation Date, as determined from Moody's Bond Record published by


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Moody's Investors Service, Inc. (or any successors thereto), or, if
such yield is no longer published, a substantially similar average
selected by the Company.

2.12 Participant - "Participant" means an Eligible Employee participating
in the Plan in accordance with the provisions of Section 4.

2.13 Substantially Equal Installments - "Substantially Equal Installments"
means a series of annual payments, such that equal payments over the
remaining payment period would exactly amortize the Deferred Com-
pensation Account balance as of the Distribution Date if the credited
interest rate remained constant at the level credited as of the
Valuation Date immediately preceding the Distribution Date for the
remainder of the payment period.

2.14 Termination of Employment - "Termination of Employment" means the
termination of a Participant's employment with the Company for any
reason.

2.15 Treasury Bill Rate - "Treasury Bill Rate" means the annual average of
the weekly twenty-six week Treasury Bill Rates for the twelve month
period ending on the last day of October immediately preceding the
Valuation Date, as determined from U.S. Financial Data published by
the Federal Reserve Bank of St. Louis.

2.16 Valuation Date - "Valuation Date" means the date on which the value of
a Participant's Deferred Compensation Account for each Cycle is
determined as provided in Section 6 hereof. Unless and until changed
by the Committee, the Valuation Date for each Cycle shall be the last
day of the Cycle.

2.17 Restricted Deferred Compensation Account - "Restricted Deferred
Compensation Account" means the account maintained on the books of the
Company for each Participant with interest credited pursuant to
Section 6.2.b. The maximum amount attributed to this account per
Cycle shall be determined annually for each Participant by the
Committee based upon the Target Benefit.

2.18 Unrestricted Deferred Compensation Account - "Unrestricted Deferred
Compensation Account" means the account maintained on the books of the
Company for each Participant with interest credited pursuant to
Section 6.2.c. This account shall consist of all compensation
deferred for Cycles commencing on or after January 1, 1991, in excess
of those amounts attributed to a Participant's Restricted Deferred
Compensation Account.

2.19 Target Benefit - "Target Benefit" means the projected annual benefit
amount as determined by the Committee.

3. Administration of the Plan

The Human Resources Committee, by appointment of Ball Corporation's Board
of Directors, shall be the sole administrator of the Plan. The Committee
shall have full power to formulate additional details and regulations for
carrying out this Plan. The Committee shall also be empowered to make any
and all of the determinations not herein specifically authorized which may
be necessary or desirable for the effective administration of the Plan.


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Any decision or interpretation of any provision of this Plan adopted by the
Committee shall be final and conclusive.

4. Participation

Any Eligible Employee may elect to participate in the Plan for a given
Cycle by filing a completed Election Form for the Cycle with the Committee
in the time and manner specified by the Committee.

The minimum deferral for a Cycle shall be $2,000, and the maximum deferral
for a Cycle shall be the amount specified by the Committee.

A Participant's election to defer Compensation is irrevocable upon the
filing of his Election Form with the Committee, provided, however, that the
election may be terminated with respect to Compensation not yet earned by
mutual agreement in writing between the Participant and the Committee.
Such termination, if approved, shall be effective immediately.

5. Vesting of Deferred Compensation Account

A Participant's interest in his Deferred Compensation Account shall vest
immediately.

6. Accounts and Valuations

6.1 Deferred Compensation Accounts. The Committee shall establish and
maintain a separate Deferred Compensation Account for each Participant
for each Cycle. Any Elective Deferred Compensation shall be credited
to the Participant's Deferred Compensation Account when deferred.

6.2 Interest Rate Credited.

a. With respect to Compensation deferred for Cycles ending on or
before December 31, 1990, each Participant's Deferred Compensation
Account shall be credited with interest on each Valuation Date at
an annual rate equal to Moody's plus five (5) percentage points.

b. With respect to Compensation deferred for Cycles commencing on or
after January 1, 1991, each Participant's Restricted Deferred
Compensation Account shall be credited with interest on each
Valuation Date at an annual rate equal to Moody's plus five (5)
percentage points.

c. With respect to Compensation deferred for Cycles commencing on or
after January 1, 1991, each Participant's Unrestricted Deferred
Compensation Account shall be credited with interest on each
Valuation Date at an annual rate equal to Moody's.

6.3 Timing of Crediting of Interest. Each Deferred Compensation Account
of each Participant shall be revalued and credited with interest as of
each Valuation Date. As of each Valuation Date, the value of each
Deferred Compensation Account shall consist of the balance of such
Deferred Compensation Account as of the immediately preceding
Valuation Date, plus the amount of any Elective Deferred Compensation
credited to the Participant's Deferred Compensation Account since the
preceding Valuation Date, minus the amount of all distributions, if
any, made from such Deferred Compensation Account since the preceding
Valuation Date. As of each Valuation Date, interest shall be credited


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on the average daily balance of the Participant's Deferred
Compensation Account since the immediately preceding Valuation Date
after adjustment for any additions thereto (including interest) or
distributions therefrom. Normal benefit distributions (under Section
7.1) made on or before February 15 of the year of payment will be
considered to have been made from the account and deducted from the
account balance as of January 1 of such year for the purpose of
crediting interest under this Section 6.3.

7. Benefits

7.1 Normal Benefit

a. A Participant's Deferred Compensation Account shall be paid to the
Participant in accordance with the terms of the Employee's Election
Form, subject to the terms and conditions specified in the Election
Form. If a Participant elects to receive payment of his Deferred
Compensation Account in installments, payments shall be made in
Substantially Equal Installments. Unless the Committee determines
otherwise, and subject to the provisions of Section 7.4 as to when
payments shall commence, installments shall be paid on or before
the fifteenth (15th) day of February of each year.

b. If a Participant dies before receiving his or her total account
balance for that Cycle, his Beneficiary shall be entitled to the
remaining account balance. The Participant may specify that any
amounts payable to any Beneficiary under this provision shall be
paid either by continuing to have the payments made when due to the
Participant or, in a lump sum, equal to the value of the Deferred
Compensation Account at the time of the Participant's death. In
the event a Participant fails to so specify, payments shall be made
to his Beneficiary when due to the Participant.

7.2 Hardship Benefit. In the event that the Committee, upon written
petition of the Participant, determines in its sole discretion, that
the Participant has suffered an unforeseeable financial emergency, the
Company may pay to the Participant, as soon as practicable following
such determination, an amount necessary to meet the emergency, not in
excess of the Deferred Compensation Account credited to the
Participant. The Deferred Compensation Account of the Participant
shall thereafter be reduced to reflect the payment of a Hardship
Benefit. The Participant shall specify in his written petition from
which Cycle the Hardship Benefit shall be paid.

7.3 Taxes; Withholding. To the extent required by law, the Company shall
withhold from payments made hereunder an amount equal to at least the
minimum taxes required to be withheld by the federal or any state or
local government.

7.4 Commencement of Payments. Except as otherwise provided in this Plan,
payments under this Plan shall begin on or before the fifteenth (15th)
day of February of the calendar year following receipt of notice by
the Committee of an event which entitles a Participant (or
Beneficiary) to payments under the Plan, or at such earlier date as
may be determined by the Committee.

7.5 Request to Committee for Delay in Payment. A Participant shall have
no right to modify in any way the schedule for the distribution of


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amounts from his Deferred Compensation Account which he has specified
in his Election Form. However, upon a written request submitted by
the Participant to the Committee, the Committee may, in its sole
discretion, for each Cycle postpone one time the date on which payment
shall commence, not beyond the year in which he will attain age
seventy-one (71); and at the same time increase one time the number of
installments to a number not to exceed fifteen (15).

Any such request(s) must be made prior to the earlier of (a) the
beginning of the year which the Participant has elected for
distributions to commence, or (b) the Termination of Employment.

7.6 Termination of Employment Before Age 55. In the event a Participant
has a Termination of Employment prior to his attaining age fifty-five
(55) (other than by death, for which benefits and/or accounts will be
paid in accordance with Section 7.1.b.), then, whether or not
distributions have earlier commenced, the Participant's Deferred
Compensation Account will be paid to him in a lump sum on or before
the fifteenth (15th) day of February in the year following the year in
which the Termination of Employment occurred, unless otherwise
determined by the Committee. Upon written request of the Participant
made within thirty (30) days following Termination of Employment, the
Committee may, in its sole discretion, determine that, in lieu of a
lump sum, payments shall be made to the Participant in not more than
five (5) Substantially Equal Installments, commencing on or before
such next fifteenth (15th) day of February following the date of
Termination of Employment. The interest credited to the Participant's
Deferred Compensation Account on the Valuation Date next following the
Termination of Employment shall be as provided in Section 6 above. If
payments are to be made in installments, the interest rate credited to
the Participant's Deferred Compensation Account on all Valuation Dates
subsequent to the Valuation Date next following Termination of
Employment (and to be considered as the interest rate on such
Valuation Date next following Termination of Employment for the sole
purpose of calculating Substantially Equal Installments under Section
2.13, above) shall be limited to the daily average of the best
interest rate available to the Company during the then calendar year
for short-term borrowings.

7.7 Liquidating Distribution. Notwithstanding any provisions of the Plan
or the Participant's Election Form to the contrary, the Company shall,
as soon as practicable (but no later than 30 days) following the
receipt of a written request from a Participant (or Beneficiary) for a
Liquidation Distribution, pay to the Participant (or Beneficiary) the
Participant's (or Beneficiary's) Liquidating Distribution Account
Balance in a lump sum. "Liquidating Distribution" shall mean a
distribution requested by the Participant (or Beneficiary following
the death of the Participant) in writing directed to the Committee and
specifically referencing this section. If the Participant requesting
the Liquidating Distribution is, at the time of the request, an active
employee of the Company (or of Ball Corporation or of any subsidiary
of Ball Corporation), "Liquidating Distribution Account Balance" shall
mean all of the Deferred Compensation Accounts under the Plan in which
the Participant has an undistributed balance, increased by interest
credited on the account(s) to the date of distribution from the
preceding Valuation Date (based upon the interest rate credited on the
preceding Valuation Date), and decreased by a forfeiture penalty equal
to six percent (6%) of the value of the Participant's Deferred


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Compensation Account(s) as of the preceding Valuation Date. If the
Participant requesting the Liquidating Distribution is, at the time of
the request, no longer an active employee of the Company (or of Ball
Corporation or of any subsidiary of Ball Corporation), or in the case
of a request made by a Participant's Beneficiary, "Liquidating
Distribution Account Balance" shall mean all of the Deferred
Compensation Accounts under the Plan in which the Participant (or
Beneficiary) has an undistributed balance and all of the Deferred
Compensation Accounts under any Comparable Plans maintained by the
Company (or by Ball Corporation or by any subsidiary of Ball
Corporation) in which the Participant (or Beneficiary) has an
undistributed balance, increased by interest credited on the
account(s) to the date of distribution from the preceding Valuation
Date, and decreased by a forfeiture penalty equal to six percent (6%)
of the value of the Participant's (or Beneficiary's) Deferred
Compensation Account(s) as of the preceding Valuation Date.
"Comparable Plans" shall mean the Ball Corporation 1986 Deferred
Compensation Plan, the Ball Corporation 1988 Deferred Compensation
Plan, the Ball Corporation 1989 Deferred Compensation Plan, and any
comparable successor plans so designated by the Committee.

Notwithstanding any provisions of the Plan or the Participant's
Election Form to the contrary, if the Participant requesting the
Liquidating Distribution is, at the time of the request, an active
employee of the Company (or of Ball Corporation or of any subsidiary
of Ball Corporation), then the Participant shall, for a period of
one (1) Class Year beginning with the Class Year during which the
request for the Liquidating Distribution is made, be ineligible to
participate in the Plan or any Comparable Plans with respect to any
Compensation not yet deferred.

8. Beneficiary Designation

A Participant shall have the right at any time, and from time to time, to
designate and/or change or cancel any person, persons, or entity as his
Beneficiary or Beneficiaries (both principal and contingent) to whom
payment under this Plan shall be made in the event of his death prior to
complete distribution to the Participant of the benefits due him under the
Plan. Each beneficiary designation shall become effective only when filed
in writing with the Committee during the Participant's lifetime on a form
provided by the Committee. The filing of a new beneficiary designation form
will cancel all beneficiary designations previously filed. Any finalized
divorce of a Participant subsequent to the date of filing of a beneficiary
designation form shall revoke such designation. The spouse of a married
Participant domiciled in a community property jurisdiction shall join in
any designation of Beneficiary or Beneficiaries other than the spouse.

If a Participant fails to designate a Beneficiary as provided above or if
his beneficiary designation is revoked by divorce, or otherwise, without
execution of a new designation, or if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of the
Participant's benefits, then the distribution of such benefits shall be
made to the Participant's estate.

If any distribution to a Beneficiary is to be made in installments, and the
primary Beneficiary dies before receiving all installments, the remaining
installments, if any, shall be paid to the estate of the primary
Beneficiary.


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9. Amendment and Termination of Plan

9.1 Amendment. The Company may at any time amend the Plan in whole or in
part, provided, however, that except as provided in 9.2, no amendment
shall be effective to decrease the benefits under the Plan payable to
any Participant or Beneficiary with respect to any Elective Deferred
Compensation deferred prior to the date of the amendment. Written
notice of any amendments shall be given to each individual then
participating in the Plan.

9.2 Termination of Plan

a. Company's Right to Terminate. The Company may at any time
terminate the Plan.

b. Payments Upon Termination. Upon any termination of the Plan under
this section, Compensation shall prospectively cease to be deferred
and, with respect to Compensation previously deferred, the Company
will, depending upon the Participant's election: (i) pay to the
Participant, in a lump-sum, the value of his Deferred Compensation
Account: or (ii) continue to defer the Compensation, but with the
interest rate credited on all future Valuation Dates equal to the
Treasury Bill Rate. In the event a Participant elects to continue
to defer Compensation, the balance of the terms and conditions of
this Plan will continue to apply to such Compensation.

10. Miscellaneous

10.1 Unsecured General Creditor. Participants and their beneficiaries,
heirs, successors and assignees shall have no legal or equitable
rights, interests, or other claims in any property or assets of the
Company, nor shall they be beneficiaries of, or have any rights,
claims, or interests in any life insurance policies, annuity
contracts, or the policies therefrom owned or which may be acquired by
Company ("policies"). Such policies or other assets of Company shall
not be held under any trust for the benefit of Participants, their
beneficiaries, heirs, successors, or assigns, or held in any way as
collateral security for the fulfilling of the obligations of Company
under this Plan. Any and all of the Company's assets and policies
shall be and remain general, unpledged, unrestricted assets of the
Company. The Company's obligation under the Plan shall be that of an
unfunded and unsecured promise of the Company to pay money in the
future.

10.2 Successors and Mergers, Consolidations or Change in Control. The
terms and conditions of this Plan shall enure to the benefit of and
bind the Company, the Participants, their successors, assignees, and
personal representatives. If, on or after November 16, 1987,
substantially all of the stock or assets of the Company are acquired
by another corporation or entity or if the Company is merged into, or
consolidated with, another corporation or entity, then the Company
will, depending upon the Participant's election: (i) pay to the
Participant, in a lump-sum, the value of his Deferred Compensation
Account; or (ii) continue to defer the Compensation, but with the
obligations created hereunder being the obligations of the acquirer or
successor corporation or entity.


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10.3 Non-Assignability. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage, or otherwise encumber, transfer, hypothecate, or convey in
advance of actual receipt the amounts, if any, payable hereunder, or
any part thereof, which are, and all rights to which are, expressly
declared to be unassignable and nontransferable. No part of the
amounts payable shall, prior to actual payment, be subject to seizure
or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or
any other person's bankruptcy or insolvency.

10.4 Employment or Future Eligibility to Participate Not Guaranteed.
Nothing contained in this Plan nor any action taken hereunder shall be
construed as a contract of employment or as giving any Eligible
Employee any right to be retained in the employ of the Company.
Designation as an Eligible Employee may be revoked at any time by the
Committee with respect to any Compensation not yet deferred.

10.5 Gender, Singular and Plural. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, or neuter, as the
identity of the person or persons may require. As the context may
require, the singular may be read as the plural and the plural as the
singular.

10.6 Captions. The captions to the articles, sections, and paragraphs of
this Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.

10.7 Applicable Law. This Plan shall be governed and construed in
accordance with the laws of the State of Indiana.

10.8 Validity. In the event any provision of this Plan is held invalid,
void, or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of this Plan.

10.9 Notice. Any notice or filing required or permitted to be given to the
Committee shall be sufficient if in writing and hand delivered, or
sent by registered or certified mail, to the principal office of Ball
Corporation, directed to the attention of the Chief Executive Officer.
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.


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