BALL Corp - Proxy Solicitation & Information Statement 2010

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

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BALL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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COMMAND=ADD_TXTHEX,"PMS3135" BALL CORPORATION 10 Longs Peak Drive, Broomfield, Colorado 80021-2510

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COMMAND=ADD_TXTHEX,"PMS3135" NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD WEDNESDAY, APRIL 28, 2010

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The Annual Meeting of Shareholders of Ball Corporation will be held at the Corporation's offices, 10 Longs Peak Drive, Broomfield, Colorado 80021-2510, on Wednesday, April 28, 2010, at 8:00 A.M. (MDT) for the following purposes:

Only holders of Common Stock of record at the close of business on March 1, 2010, are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

A Proxy Statement appears on the following pages. Copies of the Annual Report and Form 10-K for 2009 are being mailed to you with this Notice of Annual Meeting of Shareholders and Proxy Statement.

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By Order of the Board of Directors
David A. Westerlund Corporate Secretary

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March 15, 2010 Broomfield, Colorado

COMMAND=ADD_TXTHEX,"PMS3135" YOUR VOTE IS IMPORTANT

You are urged to complete, sign, date and promptly return your proxy card in the enclosed postage-paid envelope, or submit your proxy by telephone or via the Internet, as soon as possible, so that your shares can be voted at the meeting in accordance with your instructions.

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PLEASE NOTE: The 2010 Annual Meeting of Shareholders will be held to tabulate the votes cast and to report the results of voting on the items described above. No management presentations or other business matters are planned for the meeting.

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Ball and are trademarks of Ball Corporation, Reg. U.S. Pat. & Tm. Office

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COMMAND=ADD_TXTHEX,"PMS3135" BALL CORPORATION 10 Longs Peak Drive, Broomfield, Colorado 80021-2510

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COMMAND=ADD_TXTHEX,"PMS3135" PROXY STATEMENT March 15, 2010

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COMMAND=ADD_TXTHEX,"PMS3135" ANNUAL MEETING OF SHAREHOLDERS TO BE HELD WEDNESDAY, APRIL 28, 2010

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on Wednesday, April 28, 2010:

The Proxy Statement, 10-K and Annual Report are available at http://materials.proxyvote.com/058498

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To Shareholders of Ball Corporation:

This Proxy Statement and the accompanying proxy card are furnished to shareholders in connection with the solicitation by the Board of Directors of Ball Corporation ("Corporation" or "Ball") of proxies to be voted at the Annual Meeting of Shareholders ("Annual Meeting") to be held April 28, 2010, for the purposes stated in the accompanying notice of the meeting.

Please complete, sign, date and return your proxy card, or submit your proxy by telephone or via the Internet, as soon as possible, so that your shares can be voted at the meeting. Any Ball Corporation shareholder of record desiring to submit a proxy by telephone or via the Internet will be required to enter the unique voter control number imprinted on the Ball Corporation proxy card, and therefore should have the card for reference when initiating the process.

Similar instructions are included on the enclosed proxy card.

A shareholder of the Corporation may revoke a proxy in writing at any time prior to the meeting by sending written notice of revocation to the Corporate Secretary, by voting again by telephone, via the Internet or in writing; or by voting in person at the meeting.

COMMAND=ADD_TXTHEX,"PMS3135" VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS

At the close of business on March 1, 2010, there were outstanding 92,179,794 shares of Common Stock (together with the associated preferred stock purchase rights under the Rights Agreement dated as of July 26, 2006, between the Corporation and Computershare Investor Services, LLC, as amended). Other than 2,544 shares of Common Stock

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granted as restricted stock without voting rights, each of the shares of Common Stock is entitled to one vote. Shareholders do not have cumulative voting rights with respect to the election of directors.

Based on Schedule 13G filings with the Securities and Exchange Commission ("SEC"), the following table indicates the beneficial owners of more than 5 percent of the Corporation's outstanding Common Stock as of December 31, 2009:

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Name and Address of Beneficial Owner — Lazard Asset Management LLC 30 Rockefeller Plaza New York, New York 10112	7,199,656	(1)	7.65
Janus Capital Management LLC 151 Detroit Street Denver, Colorado 80206	7,038,682	(2)	7.50
Vanguard Fiduciary Trust Company 500 Admiral Nelson Boulevard Malvern, Pennsylvania 19355	5,640,744	(3)	6.00
Blackrock Inc. 40 East 52nd Street New York, New York 10022	5,620,707	(4)	5.97
Iridian Asset Management LLC David L. Cohen Harold J. Levy 276 Post Road West Westport, Connecticut 06880-4704	4,874,299	(5)	5.20

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COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="24%" ALIGN="LEFT" (1) 2,953,542 shares held with sole voting power and 7,199,656 shares held with sole dispositive power. (2) 808,644 shares are held with sole voting power and dispositive power. 6,230,038 shares are held with shared voting and dispositive power. Janus Capital has a direct 91.8 percent ownership stake in INTECH Investment Management ("INTECH") and a direct 77.8 percent ownership stake in Perkins Investment Management LLC ("Perkins"). Due to the above ownership structure, holdings for Janus Capital, Perkins and INTECH are aggregated for purposes of this filing. Janus Capital, Perkins and INTECH are registered investment advisers, each furnishing investment advice to various investment companies registered under Section 8 of the Investment Company Act of 1940 and to individual and institutional clients (collectively referred to herein as "Managed Portfolios").

As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, Janus Capital may be deemed to be the beneficial owner of 808,644 shares or 0.9 percent of the shares outstanding of Ball Common Stock held by such Managed Portfolios. However, Janus Capital does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights.

As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, Perkins may be deemed to be the beneficial owner of 2,454,853 shares or 2.6 percent of the shares outstanding of Ball Common Stock held by such Managed Portfolios. However, Perkins does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights.

As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, INTECH may be deemed to be the beneficial owner of 3,775,185 shares or 4.0 percent of the shares outstanding of Ball Common Stock held by such Managed Portfolios. However, INTECH does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights.

(3) The shares are held with shared voting and dispositive power. (4) 5,620,707 shares are held with sole voting and dispositive investment power. (5) The Reporting Persons are lridian Asset Management LLC ("Iridian"), David L. Cohen ("Cohen") and Harold J. Levy ("Levy") (collectively, the "Reporting Persons").

Iridian is majority owned by Arovid Associates LLC, a Delaware limited liability company owned and controlled by the following: 12.5 percent by Cohen, 12.5 percent by Levy, 37.5 percent by LLMD LLC, a Delaware limited liability company, and 37.5 percent by ALHERO LLC, a

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COMMAND=ADD_TXTHEX,"PMS3135" BENEFICIAL OWNERSHIP

The following table lists the beneficial ownership of Common Stock of the Corporation by director nominees, continuing directors, the Chief Executive Officer and the four other most highly compensated executive officers and, as a group, of such persons and the other executive officers as of the close of business on March 1, 2010.

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Title of Class — Common	Name of Beneficial Owner — Robert W. Alspaugh	11,564	(3)	*
Common	Hanno C. Fiedler	65,051	(4)	*
Common	John R. Friedery	140,626	(5)	*
Common	John A. Hayes	318,376	(6)	*
Common	R. David Hoover	1,711,916	(7)	1.9
Common	John F. Lehman	107,637	(8)	*
Common	Georgia R. Nelson	16,961	(9)	*
Common	Jan Nicholson	167,527	(10)	*
Common	Raymond J. Seabrook	521,854	(11)	*
Common	George M. Smart	30,141	(12)	*
Common	Theodore M. Solso	66,886	(13)	*
Common	Stuart A. Taylor II	75,882	(14)	*
Common	Erik H. van der Kaay	50,153	(15)	*
Common	David A. Westerlund	470,061	(16)	*
Common	All of the above and present executive officers as a group (20)	4,553,395	(17)	4.9

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COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="24%" ALIGN="LEFT" (1) Full voting and dispositive investment power, unless otherwise noted. (2) * Indicates less than 1 percent ownership. (3) Includes 4,222 stock units equivalent to 4,222 shares with no voting rights or dispositive investment power that have been deferred by Mr. Alspaugh pursuant to the Ball Corporation Deferred Compensation Company Stock Plan, and 7,342 restricted stock units with no voting rights or dispositive investment power. (4) Includes 10,000 shares that Mr. Fiedler may acquire during the next 60 days upon exercise of stock options. Also includes 6,686 shares of restricted stock or restricted stock units without voting rights. Voting rights attach to the shares as the restrictions lapse. (5) Includes 86,789 stock units equivalent to 86,789 shares with no voting rights or dispositive investment power that have been deferred by Mr. Friedery pursuant to the Ball Corporation Deferred Compensation Company Stock Plans. (6) Includes 113,750 shares that Mr. Hayes may acquire during the next 60 days upon the exercise of stock options. Also includes 72,331 stock units equivalent to 72,331 shares with no voting rights or dispositive investment power that have been deferred pursuant to the Ball Corporation Deferred Compensation Company Stock Plans, and 85,550 restricted stock units with no voting rights or dispositive investment power.

ZEQ.=3,SEQ=6,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=771310,FOLIO='3',FILE='DISK131:[09ZEO1.09ZEO10501]DE10501A.;10',USER='MBRADT',CD=';5-MAR-2010;14:36' (7) Includes 177,647 shares held in trust for Mr. Hoover's spouse, as to which he disclaims beneficial ownership, and 946,055 shares that he may acquire during the next 60 days upon the exercise of stock options. Also includes 395,773 stock units equivalent to 395,773 shares with no voting rights or dispositive investment power that have been deferred pursuant to the Ball Corporation Deferred Compensation Company Stock Plans, and 182,250 restricted stock units with no voting rights or dispositive investment power. (8) Includes 8,000 shares that Mr. Lehman may acquire during the next 60 days upon the exercise of stock options. Also includes 21,780 stock units equivalent to 21,780 shares with no voting rights or dispositive investment power that have been deferred pursuant to the Ball Corporation Deferred Compensation Company Stock Plans, and 6,342 restricted stock units with no voting rights or dispositive investment power. (9) Includes 7,619 stock units equivalent to 7,619 shares with no voting rights or dispositive investment power that have been deferred by Ms. Nelson pursuant to the Ball Corporation Deferred Compensation Company Stock Plans, and 6,342 restricted stock units with no voting rights or dispositive investment power. (10) Includes 8,000 shares that Ms. Nicholson may acquire during the next 60 days upon the exercise of stock options. Also includes 11,538 stock units equivalent to 11,538 shares with no voting rights or dispositive investment power that have been deferred pursuant to the Ball Corporation Deferred Compensation Company Stock Plans, and 6,342 restricted stock units with no voting rights or dispositive investment power. (11) Includes 4,525 shares owned by Mr. Seabrook's child, as to which he disclaims beneficial ownership, and 235,419 shares that he may acquire during the next 60 days upon the exercise of stock options. Also includes 135,781 stock units equivalent to 135,781 shares with no voting rights or dispositive investment power that have been deferred pursuant to the Ball Corporation Deferred Compensation Company Stock Plans, and 52,000 restricted stock units with no voting rights or dispositive investment power. (12) Includes 6,274 stock units equivalent to 6,274 shares with no voting rights or dispositive investment power that have been deferred by Mr. Smart pursuant to the Ball Corporation Deferred Compensation Company Stock Plans, and 6,342 restricted stock units with no voting rights or dispositive investment power. (13) Includes 8,000 shares that Mr. Solso may acquire during the next 60 days upon the exercise of stock options. Also includes 20,121 stock units equivalent to 20,121 shares with no voting rights or dispositive investment power that have been deferred pursuant to the Ball Corporation Deferred Compensation Company Stock Plans, and 6,342 restricted stock units with no voting rights or dispositive investment power. (14) Includes 8,000 shares that Mr. Taylor may acquire during the next 60 days upon the exercise of stock options. Also includes 21,201 stock units equivalent to 21,201 shares with no voting rights or dispositive investment power that have been deferred pursuant to the Ball Corporation Deferred Compensation Company Stock Plans, and 6,342 restricted stock units with no voting rights or dispositive investment power. (15) Includes 12,178 stock units equivalent to 12,178 shares with no voting rights or dispositive investment power that have been deferred by Mr. van der Kaay pursuant to the Ball Corporation Deferred Compensation Company Stock Plans, and 6,342 restricted stock units with no voting rights or dispositive investment power. (16) Includes 25,078 shares owned by Mr. Westerlund's spouse, as to which he disclaims beneficial ownership, and 222,875 shares that he may acquire during the next 60 days upon the exercise of stock options. Also includes 120,872 stock units equivalent to 120,872 shares with no voting rights or dispositive investment power that have been deferred pursuant to the Ball Corporation Deferred Compensation Company Stock Plans, and 47,500 restricted stock units with no voting rights or dispositive investment power. (17) Includes 228,170 shares to which beneficial ownership is disclaimed, and 1,881,636 shares that may be acquired during the next 60 days upon the exercise of stock options, and includes 98,500 shares to which beneficial ownership is disclaimed. Also includes 1,100,627 stock units equivalent to 1,100,627 shares with no voting rights or dispositive investment power that have been deferred pursuant to the Ball Corporation Deferred Compensation Company Stock Plans, and includes 51,885 units to which beneficial ownership is disclaimed; and 532,903 restricted stock units with no voting rights or dispositive investment power, and includes 20,500 restricted stock units to which beneficial ownership is disclaimed. In addition, 33,480 shares have been pledged.

COMMAND=ADD_TXTHEX,"PMS3135" VOTING ITEM IELECTION OF DIRECTORS

In 1985 the shareholders adopted the Amended Articles of Incorporation of Ball Corporation, dividing the Board of Directors ("Board") into three classes, as nearly equal in number as possible, with directors serving staggered three-year terms. Amendments to the Indiana Business Corporation Law in 2009 made this classified Board structure statutorily required for Ball Corporation, effective from and after July 31, 2009. On April 28, 2010, one person is to be elected to serve as a director until the 2011 Annual Meeting of Shareholders, and four persons are to be elected to serve as directors until the 2013 Annual Meeting of Shareholders. Unless otherwise instructed on the proxy card, the persons named in the accompanying proxy intend to vote for nominee John A. Hayes to hold office as a director of the Corporation until the 2011 Annual Meeting of Shareholders (Class II), and nominees Hanno C. Fiedler, John F. Lehman, Georgia R. Nelson and Erik H. van der Kaay to hold office as directors of the Corporation until the 2013 Annual Meeting of Shareholders (Class I), or, in each case, until his or her respective successor is elected and qualified. All nominees have consented to be named as candidates in the Proxy Statement and have agreed to serve if elected. If,

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for any reason, any of the nominees becomes unavailable for election, the shares represented by proxies will be voted for any substitute nominee or nominees designated by the Board. The Board has no reason to believe that any of the nominees will be unable to serve.

In accordance with the Indiana Business Corporation Law, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Abstentions and broker nonvotes are considered neither votes "for" nor "against." Proxies may not be voted for a greater number of persons than the five named nominees.

Set forth for each director nominee in Class I and II and for each continuing director in Classes II and III is the director's principal occupation and employment during the past five years or, if longer, the period during which the director has served as a director, and certain other information, including his or her public company directorships during the past five years.

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COMMAND=ADD_TXTHEX,"PMS3135" DIRECTOR NOMINEES AND CONTINUING DIRECTORS

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| To Be Elected for a Term of One Year Until the 2011 Annual Meeting (Class II) — John A. Hayes | President and Chief Operating Officer, Ball Corporation since January 2010; Executive Vice President and Chief Operating Officer 2008-2010; President, Ball Packaging Europe and Senior Vice President, Ball Corporation
2007-2008; Executive Vice President, Ball Packaging Europe and Vice President, Ball Corporation 2005-2006; Vice President, Corporate Strategy, Marketing and Development 2003-2005; Vice President, Corporate Planning and Development 2000-2003; Senior
Director, Corporate Planning and Development 1999. Age 44. | Director since 2010. |
| --- | --- | --- |
| To Be Elected for a Term of Three Years Until the 2013 Annual Meeting (Class I) | | |
| Hanno C. Fiedler | Executive Vice President, Ball Corporation, and Chairman and Chief Executive Officer, Ball Packaging Europe, December 2002 to December 2005; Chairman and Chief Executive Officer, Schmalbach-Lubeca AG, 1996 to 2002.
Age 64. | Director since 2002. Member, Finance Committee. Mr. Fiedler serves on the Supervisory Boards of LIC Langmatz GmbH, Garmisch-Partenkirchen, Germany; Pfleiderer AG, Neumarkt, Germany; and MAN-Roland Druckmaschinen AG, Offenbach, Germany. In the past five years, Mr. Fiedler has served
on the Supervisory Boards of Thyssen Krupp Steel AG, Duisburg, Germany; Howaldtswerke-Deutsche Werft AG, Kiel, Germany; and Unterehmensverwaltung GmbH & Co. KG, Neumarkt, Germany. |
| John F. Lehman | Chairman, J. F. Lehman & Company, New York, New York, since 1990; Chairman of the Board, OAO Technology Solutions, Inc., Greenbelt, Maryland, since 2001; Chairman of the Board, Sperry Marine Inc.,
Charlottesville, Virginia, 1993 to 1996; Managing Director, Investment Banking Division, PaineWebber Inc., New York, New York, 1988 to 1990; Secretary of the Navy, Washington, D.C., 1981 to 1987. Age 67. | Director since 1987. Member, Finance and Nominating/Corporate Governance Committees. Mr. Lehman is a director of EnerSys, Reading, Pennsylvania, and Verisk, Inc., Jersey City, New Jersey. |

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| Georgia R. Nelson | President and Chief Executive Officer, PTI Resources, LLC, Chicago, Illinois, since June 2005; President, Midwest Generation EME, LLC, Chicago, Illinois, April 1999 to June 2005; General Manager, Edison
Mission Energy Americas, Irvine, California, January 2002 to June 2005. Age 60. | Director since 2006. Member, Human Resources and Nominating/Corporate Governance Committees. Ms. Nelson is a director of Cummins, Inc., Columbus, Indiana, and Nicor Inc., Naperville, Illinois. In the past five years, Ms. Nelson has served on the board of Tower Automotive, Inc., Novi, Michigan. |
| --- | --- | --- |
| Erik H. van der Kaay | Chairman of the Board, Symmetricom, Inc., October 2002 to October 2003; President, Chief Executive Officer, and Chairman of the Board, Datum, Inc., Irvine, California, April 1998 to October 2002 upon
Symmetricom's acquisition of Datum. Age 69. | Director since 2004. Member, Audit and Finance Committees. Mr. van der Kaay is a director of RF Micro Devices, Greensboro, North Carolina, and Orolia, S.A., Sophia Antipolis, France. In the past five years, Mr. van der Kaay has served on the boards of Comarco, Inc., Irvine, California,
and TransSwitch Corporation, Shelton, Connecticut. |
| The Board of Directors recommends that shareholders vote "FOR" the election of each nominee for Director named above. | | |

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To Continue in Office Until the 2011 Annual Meeting (Class II) — George M. Smart	President, Sonoco-Phoenix Inc., North Canton, Ohio, a subsidiary of Sonoco Products Company, 2001 to 2004. Age 64.	Director since 2005. Member, Audit and Human Resources Committees. Mr. Smart is a director of FirstEnergy Corp., Akron, Ohio. In the past five years, Mr. Smart has served on the board of Unizan Financial, Canton, Ohio.
Theodore M. Solso	Chairman and Chief Executive Officer, Cummins, Inc., Columbus, Indiana, since January 2000. Age 63.	Director since 2003. Member, Audit and Human Resources Committees. Mr. Solso is a director of Ashland Inc., Covington, Kentucky. In the past five years, Mr. Solso has served on the board of Irwin Financial Corporation, Columbus, Indiana.
Stuart A. Taylor II	Chief Executive Officer, The Taylor Group L.L.C., Chicago, Illinois, since June 2001; Senior Managing Director, Bear, Stearns & Co. Inc., Chicago, Illinois, 1999 to 2001. Age 49.	Director since 1999. Member, Human Resources and Nominating/Corporate Governance Committees. Mr. Taylor is a director of Hillenbrand, Inc., Batesville, Indiana.

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To Continue in Office Until the 2012 Annual Meeting (Class III) — Robert W. Alspaugh	Chief Executive Officer, KPMG International, 2002 to 2005. Age 63.	Director since 2008. Member, Audit and Nominating/Corporate Governance Committees. Mr. Alspaugh is a director of Autoliv, Inc., Stockholm, Sweden, and VeriFone Holdings, Inc., San Jose, California.
R. David Hoover	Chairman and Chief Executive Officer since January 2010; Chairman, President and Chief Executive Officer, Ball Corporation, April 2002 to January 2010; President and Chief Executive Officer, January 2001 to April
2002; Vice Chairman, President and Chief Operating Officer, April 2000 to January 2001; Vice Chairman, President and Chief Financial Officer, January 2000 to April 2000; Vice Chairman and Chief Financial Officer, 1998 to 2000; Executive Vice
President and Chief Financial Officer, 1997 to 1998; Executive Vice President, Chief Financial Officer and Treasurer, 1996 to 1997. Age 64.	Director since 1996. Mr. Hoover is a director of Eli Lilly and Company, Indianapolis, Indiana; Energizer Holdings, Inc., St. Louis, Missouri, and Qwest Communications International, Inc., Denver, Colorado. In the past five years, Mr. Hoover
served on the board of Irwin Financial Corporation, Columbus, Indiana.
Jan Nicholson	President, The Grable Foundation, Pittsburgh, Pennsylvania, since 1990; Managing Director, Strategic Risk Assessment, MBIA Insurance Corporation, Armonk, New York, 1998 to 2000; Managing Director, Research and
Development, Capital Markets Assurance Corporation (CapMAC), New York, New York, 1994 to 1998. Age 64.	Director since 1994. Member, Audit and Finance Committees. Ms. Nicholson is a director of Radian Group Inc., Philadelphia, Pennsylvania.

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COMMAND=ADD_TXTHEX,"PMS3135" DIRECTOR AND NOMINEE EXPERIENCE AND QUALIFICATIONS

Set out below are the specific experience, qualifications, attributes and skills of each of the Corporation's directors and director nominees which led the Board to conclude that each person should serve as a director of the Corporation.

Robert W. Alspaugh Mr. Alspaugh enjoyed a distinguished 35-year career with KPMG, with increasing responsibility, which culminated in his acting as Deputy Chairman and Chief Operating Officer of KPMG-U.S. from 1998 to 2002 and Chief Executive Officer of KPMG International from 2002 to October 2005. Mr. Alspaugh's extensive experience, qualifications and skills as a leader of one of the "big four" global accounting firms enhance his service on the Corporation's Audit Committee and he has provided valuable input as a result. He also sits on two other public company boards, one in the U.S. and the other in Europe (where he chairs the audit committee), thus providing good cross-functional background and experience, with an international component. Mr. Alspaugh's extensive professional experience as a leader of a major global accounting firm, advising and supporting large international corporations, make him well qualified to serve as a director.

Hanno C. Fiedler After a successful career with TRW, Inc., in 1996 Mr. Fiedler became Chairman and Chief Executive Officer of Schmalbach-Lubeca AG, one of the largest and most successful rigid packaging companies based in Europe. When Ball acquired the beverage can business of Schmalbach-Lubeca in December 2002, Mr. Fiedler became Chairman and Chief Executive Officer of Ball Packaging Europe GmbH and also joined the Board of Ball Corporation. In that capacity, Mr. Fiedler provided excellent leadership to our newly-acquired European business which generated strong earnings performance during his tenure, despite the adverse effects of the German mandatory deposit system for rigid packaging which was initiated in 2003. Mr. Fiedler retired from active management of Ball Packaging Europe at the end of 2005, but has continued as the Chairman of its Supervisory Board to the present. He also serves on the Supervisory Boards of three major German companies. His leadership experience within the rigid container industry worldwide, with specific emphasis on Europe, makes him well qualified to serve as a director.

John A. Hayes Prior to joining Ball Corporation in 1999, Mr. Hayes was a Vice President of Lehman Brothers Inc. and part of an investment banking team which focused on merger and acquisition and financing advice to several major companies, including the Corporation. At Ball, Mr. Hayes initially headed our acquisition activities as Senior Director and then Vice President, Corporate Planning and Development, taking on the added responsibilities of marketing and new product development from 2003 to mid-2005. He then served as President of Ball Packaging Europe, which produced excellent financial results and strong revenue growth under his leadership. During 2008 and 2009, Mr. Hayes served as Ball's Executive Vice President and Chief Operating Officer, successfully leading our key operating divisions through the current economic and financial crisis. In January 2010, he was named our President and Chief Operating Officer and joined the Ball Corporation Board. Mr. Hayes' extensive investment banking and leadership experience within Ball make him well qualified to serve as a director.

R. David Hoover Mr. Hoover has enjoyed a varied and successful 40-year career with Ball, serving in multiple corporate and divisional roles, including as Vice President and Treasurer from 1987 through 1992, Chief Financial Officer from 1993 to April 2000, and Chief Operating Officer for the balance of 2000. He has been our Chief Executive Officer since January 2001, and has led the Corporation through an unprecedented period of growth in revenues, earnings per share and free cash flow. Mr. Hoover's considerable working knowledge and leadership experience with respect to our Corporation make him uniquely qualified to serve as a director. He has been a Ball Board member for 14 years, serving as Chairman since 2002, and serves as a director of three other major U.S.-based public companies. Mr. Hoover has also served on the Board of Trustees of DePauw University since 2002 and on the Board of Boulder Community Hospital since 2006.

John F. Lehman Mr. Lehman served as Secretary of the Navy in the Reagan Administration from 1981 to 1987, after which he was Managing Director of Paine Webber Inc.'s Investment Banking Division from 1988 to 1990 where he led the firm's aerospace and defense advisory practice. He then established J. F. Lehman & Company, a New York-based investment company, and has served as its chairman since 1990. Mr. Lehman is also Chairman of the Princess Grace Foundation and an Overseer of the School of Engineering at the University of Pennsylvania. He has a rare combination of extensive business experience, public service, political acumen and global perspective. Mr. Lehman served as a member of the National Commission on Terrorist Attacks Upon the United States, also known as the 9/11 Commission, from 2002 to 2004. He has been an astute and valuable member of Ball's Board for 23 years and has chaired its Finance Committee for many years. Mr. Lehman's public service, financial industry experience and Ball Board experience make him well qualified to serve as a director.

ZEQ.=1,SEQ=13,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=745902,FOLIO='10',FILE='DISK131:[09ZEO1.09ZEO10501]DI10501A.;8',USER='MBRADT',CD=';8-MAR-2010;14:07'

Georgia R. Nelson Ms. Nelson has enjoyed a successful 40-year career in the energy industry, serving as a senior executive for several U.S. and international energy companies, including as President of Midwest Generation EME, LLC from April 1999 to June 2005 and General Manager of Edison Mission Energy Americas from January 2002 to June 2005. She is a member of the Executive Committee of the National Coal Council since 2000 and served as its Chairman from 2006 to 2008. She has had extensive international operations, construction, environmental and policy experience on four continents. Ms. Nelson regularly lectures on business and corporate governance matters, including at Northwestern University's Kellogg Graduate School of Management, and serves on the advisory committee of the Center for Executive Women at Northwestern. Ms. Nelson also serves as a director of two other public companies. Ms. Nelson's leadership roles in the power generation and distribution industries, as well as her service on other company boards, clearly qualify her to serve as a director of our Corporation.

Jan Nicholson Ms. Nicholson enjoyed a long and successful career in the financial services industry in New York, which, after an 18-year tenure at Citicorp, included positions as Managing Director, Research and Development for CapMAC from 1994 to 1998 and Managing Director, Strategic Risk Assessment for MBIA Insurance Corporation from 1998 to 2000. She also served as a director of Rubbermaid, Inc. from 1992 until 1999, and chaired its Audit Committee from 1994 through 1998. In addition, Ms. Nicholson is a director of Radian Group Inc. and has been President of The Grable Foundation since 1990. She has been a member of Ball's Board for 16 years and has chaired our Audit Committee since 2004. Ms. Nicholson's career in the financial services industry and her service on the Rubbermaid Audit Committee and board, as well as her long service in those capacities with Ball, make her well qualified to serve as a director.

George M. Smart Mr. Smart's long career and success in the U.S. can manufacturing industry make him well qualified to serve as a director. He steadily assumed increasing responsibility at Central States Can Co., a division of Van Dorn Company, culminating in his acting as its President and Chief Executive Officer from 1978 to 1993. When Central States was acquired in 1993, Mr. Smart and his management team established a start-up company, Phoenix Packaging Corporation, to manufacture and sell full-panel easy-open ends for food containers, including to Ball's food can division. Serving as Chairman and Chief Executive Officer for Phoenix, Mr. Smart led its growth to a profitable company with revenues in excess of $80 million, when it was sold to Sonoco Products Company and became Sonoco-Phoenix Inc. in 2001. Mr. Smart served as President of Sonoco-Phoenix until 2004 and has been Chairman of the Board of FirstEnergy Corp. since 2004. He previously served on the boards of Belden & Blake Corporation, Commercial Intertech Corporation, Unizan Financial, Van Dorn Company, and as Chairman of the Can Manufacturers Institute.

Theodore M. Solso Mr. Solso has had a successful 39-year career at Cummins, Inc., a Fortune 500 manufacturing company with operations around the world. This culminated with Mr. Solso becoming Chairman and Chief Executive Officer of Cummins in January 2000, a position in which he serves today. Under his leadership, Cummins has increased revenues from $6.6 billion in 2000 to $10.8 billion in 2009. During the same period, its earnings per share and operating cash flow have increased from $0.35 and $550 million, to $2.49 and $1.1 billion, respectively. Mr. Solso has been on our Board since 2003 and serves as a director of Ashland Inc. He is also a member of The Indiana Academy and a member of the Business Roundtable. Mr. Solso also co-chairs the U.S.-Brazil CEO Forum and is a trustee of Earth University in Costa Rica. Mr. Solso's long experience in leadership positions with a major global manufacturing company make him well qualified to serve as a director.

Stuart A. Taylor II Mr. Taylor spent the first 15 years of his working career at Bear Stearns & Co. Inc., culminating with the position of Senior Managing Director in Chicago. While at Bear Stearns, Mr. Taylor acted for many companies on merger and acquisition and financing transactions, including for Ball on its 1993 acquisition of Heekin Can Company. In 2001, Mr. Taylor established The Taylor Group L.L.C., of which he is Chief Executive Officer, a successful investment company that primarily invests in minority-owned businesses. Mr. Taylor has been a director of Ball since 1999, acted as our Presiding Director from 2004 to 2008 and chairs our Human Resources Committee. He is also a director of Hillenbrand, Inc., an Indiana-based public company. Mr. Taylor's extensive experience as an investment banker, entrepreneurial investor and Ball Board member make him well qualified to serve as a director.

Erik H. van der Kaay Mr. van der Kaay, a native of the Netherlands, had a long and successful career in the U.S. telecom industry, including service as a senior executive with Allen Telecom throughout the 1990s, culminating as Executive Vice President, and as Chairman, President and Chief Executive Officer of Datum, Inc. from 1998 to 2002 and as Chairman of Symmetricom, Inc. from 2002 to 2003. He has also served as the managing director of a Brazilian telecom company, as well as on the board of directors of several public companies and is currently a board member of RF Micro Devices in the U.S. and Orolia, S.A. in Europe, providing good cross-functional background and experience, with an international component. In addition, he has served since 2007 as a member of the South East Audit Committee

ZEQ.=2,SEQ=14,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=981731,FOLIO='11',FILE='DISK131:[09ZEO1.09ZEO10501]DI10501A.;8',USER='MBRADT',CD=';8-MAR-2010;14:07'

Leadership Network convened by Ernst & Young and comprised of audit committee members of leading public companies. Mr. van der Kaay's experience as a leader and as a director of several other companies, as well as his business and financial acumen, and his international perspective, make him well qualified to serve as a director.

COMMAND=ADD_TXTHEX,"PMS3135" BOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT

Our Corporation is led by Mr. R. David Hoover, who has served as our President, Chairman and Chief Executive Officer ("CEO") since 2002. Since becoming a public company in 1972, we have had only five CEOs, and four of these CEOs have served simultaneously as chairman of the Board of Directors. Our Board of Directors is comprised of Mr. Hoover and ten other directors, eight of whom are independent directors. The Board has four standing committeesAudit, Nominating/Corporate Governance, Human Resources and Finance. Each of the committees, except for Finance, is comprised solely of independent directors (the Finance Committee is primarily comprised of independent directors), with each of the four committees having an independent director serving as chairman.

Although the Corporation's bylaws do not require that the roles of Chairman and CEO be combined, we believe our Corporation and its shareholders have been well-served by this traditional board leadership model. Having a single person lead the Corporation and the Board provides clear leadership, helps to maintain uniform management vision for the Corporation and the Board and provides efficiency. Pursuant to SEC and NYSE rules, regularly scheduled executive sessions of nonmanagement directors are held. Executive sessions of independent directors are also held at least annually. Such meetings promote open discussion by nonmanagement and independent directors, enabling them to serve as a check on management, if necessary. The meetings of the nonmanagement and independent directors are chaired by the Presiding Director, who is an independent director appointed by the Board.

In accordance with NYSE requirements, our Audit Committee is responsible for overseeing the risk management function of the Corporation. While the Audit Committee has primary responsibility for overseeing risk management, the entire Board is involved in overseeing risk management for the Corporation. Additionally, each Board committee considers the specific risks within its area of responsibility. Our Internal Audit Department has, for many years, analyzed various areas of risk to the Corporation and has provided risk assessment and analysis to our Audit Committee. In 2007, the Corporation established a comprehensive Enterprise Risk Management process, which is now supervised by our Senior Vice President and Chief Financial Officer, whereby key corporate and divisional risks are systematically identified and assessed on a quarterly basis. The results of this ongoing risk assessment are reported to our Audit Committee and to our Board at least annually.

One of the responsibilities of our Board of Directors is to evaluate the effectiveness of the Board and make recommendations involving its organization and operation. We recognize that different board leadership structures may be appropriate for different companies. We believe our current leadership structure, with Mr. Hoover serving as Chief Executive Officer and Chairman of the Board, a Board with a majority of independent directors, an independent chairman for each of our standing Board committees and separate meetings of nonmanagement and independent directors, provides the most effective form of leadership for our Corporation at this time. We believe that our directors provide effective oversight of risk management through the Board's regular dialogue with Ball management, the Enterprise Risk Management process, and assessment of specific risks within each Board committee's areas of responsibility.

COMMAND=ADD_TXTHEX,"PMS3135" BOARD DIVERSITY

Ball's Nominating/Corporate Governance Committee consistently applies the principles of diversity in its consideration of candidates for Board positions. In addition to considering characteristics such as race, gender and national origin, the Committee considers a variety of other characteristics, such as business and professional experience, education and skill, all leading to differences of viewpoint and other individual qualities that contribute to Board heterogeneity. This has resulted in a diverse group of talented and capable Board members, as described in more detail under "Director and Nominee Experience and Qualifications" on pages 10 and 11.

ZEQ.=3,SEQ=15,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=707297,FOLIO='12',FILE='DISK131:[09ZEO1.09ZEO10501]DI10501A.;8',USER='MBRADT',CD=';8-MAR-2010;14:07'

COMMAND=ADD_TXTHEX,"PMS3135" GOVERNANCE OF THE CORPORATION

Corporate Governance Guidelines

The Board has established Corporate Governance Guidelines to comply with the relevant provisions of Section 303A of the New York Stock Exchange ("NYSE") Listed Company Manual ("NYSE Listing Standards"). The Corporate Governance Guidelines are set forth on the Corporation's Web site at www.ball.com under the "Corporate" page, section "Investors," under the subsection "Financial Information," and under the link, "Corporate Governance." A copy may also be obtained upon request from the Corporation's Corporate Secretary.

Policies on Business Ethics and Conduct

Ball established a Corporate Compliance Committee in 1993 chaired by a designated Compliance Officer. The Committee publishes a code of business ethics, which is in the form of the Business Ethics booklet. The Board has adopted a separate additional business ethics statement referred to as the Ball Corporation Executive Officers and Directors Business Ethics Statement ("Executive Officers and Directors Ethics Statement") designed to establish principles requiring the highest level of ethical behavior toward achieving business success within the requirements of the law and the Corporation's policies and ethical standards. The Business Ethics booklet and the Executive Officers and Directors Ethics Statement are set forth on the Corporation's Web site at www.ball.com under the "Corporate" page, section "Investors," under the subsection "Financial Information," and under the link, "Corporate Governance." Copies may also be obtained upon request from the Corporation's Corporate Secretary.

Director Training

All new directors receive orientation training soon after being elected to the Board. Continuing education programs are made available to directors including internal presentations, third party presentations and externally offered programs. Four directors attended externally offered director training programs in 2009.

Communications With Directors

The Corporation has established means for shareholders or others to send communications to the Board. Persons interested in communicating with the Board, its individual directors or its Committees may send communications in writing via the Corporate Secretary or the Chairman of the Board. The communication should be sent in care of the Corporate Secretary, Ball Corporation, by mail to P.O. Box 5000, Broomfield, Colorado 80038-5000 or facsimile transmission to 303-460-2127.

In accordance with the NYSE and SEC requirements, the Corporation has established additional means for interested parties to send communications to the Board and selected Committees, which are described on the Corporation's Web site at www.ball.com under the "Corporate" page, section "Investors," under the subsection "Financial Information," and under the link, "Corporate Governance."

Shareholder proposals for inclusion in the Corporation's proxy materials will continue to be handled and must be communicated as disclosed in this Proxy Statement on page 57.

Meetings of Nonmanagement and Independent Directors

The Board meets regularly and not less than four times per year. Nonmanagement directors meet regularly, usually in conjunction with a regular Board meeting. Independent directors meet at least annually. Georgia R. Nelson served as Presiding Director for meetings of nonmanagement and independent directors held in 2009.

Director Independence Standards

Pursuant to the NYSE Listing Standards, the Board has adopted a policy adhering to the director independence requirements of the NYSE in determining the independence of directors. These standards are described on the Corporation's Web site at www.ball.com under the "Corporate" page, section "Investors," under the subsection "Financial Information," and under the link, "Corporate Governance."

The Board has determined that a majority of the Board is independent, and the Board has determined that based upon the NYSE independence standards, during 2009 each of the members of the Board was and currently is independent with the exception of Messrs. Fiedler, Hoover and Hayes.

ZEQ.=4,SEQ=16,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=887805,FOLIO='13',FILE='DISK131:[09ZEO1.09ZEO10501]DI10501A.;8',USER='MBRADT',CD=';8-MAR-2010;14:07' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

COMMAND=ADD_TXTHEX,"PMS3135" CERTAIN COMMITTEES OF THE BOARD

The standing committees of the Board are the Audit, Nominating/Corporate Governance, Human Resources and Finance Committees.

Audit Committee:

The primary purpose of the Audit Committee is to assist the Board in fulfilling its responsibilities to oversee management's conduct and the integrity of the Corporation's public financial reporting process including the overview of (1) accounting policies, (2) the system of internal accounting controls over financial reporting, (3) disclosure controls and procedures, (4) the performance of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Corporation ("independent auditor"), (5) the Internal Audit Department, and (6) oversight of our risk management. The Audit Committee is responsible for engaging and evaluating the Corporation's independent auditor, including the independent auditor's qualifications and independence; resolving any differences between management and the independent auditor regarding financial reporting; preapproving all audit and non-audit services provided by the independent auditor; and establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters.

Members of the Audit Committee are Ms. Nicholson and Messrs. Alspaugh, Smart, Solso and van der Kaay. The Board has determined that each member of the Audit Committee is independent and financially literate, has accounting or financial management expertise and is an Audit Committee financial expert under the NYSE Listing Standards and the SEC regulations. The Audit Committee met five times during 2009.

The Report of the Audit Committee is set forth on page 46. The Committee has considered the non-audit services provided during 2009 and 2008 by the independent auditor as disclosed below and determined the services were compatible with maintaining the auditor's independence. The Committee believes the fees paid to the independent auditor in respect of those services were appropriate, necessary and cost efficient in the management of the business of the Corporation and are compatible with maintaining the auditor's independence.

Audit Fees and Services

The following table represents fees for professional services rendered by PricewaterhouseCoopers LLP for the audit of the Corporation's annual consolidated financial statements and quarterly reports and the auditor's report under the Sarbanes-Oxley Act of 2002 for fiscal 2009 and fiscal 2008, together with fees for audit-related services and tax services rendered by PricewaterhouseCoopers LLP during fiscal 2009 and fiscal 2008. Audit-related services for 2009 consisted of consultations related to a comfort letter for the Corporation's 2009 bond offering, derivative transactions, various local and special audits, joint venture consultations, and various consents related to SEC filings. Tax fees consisted principally of tax compliance, including tax compliance matters related to tax audits and return preparation fees and fees for tax consultations. Other fees primarily included fees for access to PricewaterhouseCoopers LLP online accounting research software.

COMMAND=ADD_TABLEWIDTH,"100%"

User-specified TAGGED TABLE

	Fiscal 2009	Fiscal 2008
Audit Fees
Attestation Report and Accounting Consultations	$ 4,835,000	$ 4,736,000
Foreign Statutory Audits	1,382,000	1,191,000
Audit-Related Fees
Benefit Plans	$ 27,000	$ 26,000
Consultations	331,000	208,000
Tax Fees
Tax Compliance Matters	$ 544,000	$ 378,000
Tax Consultations	1,061,000	383,000
All Other Fees	$ 8,000	$ 6,000

end of user-specified TAGGED TABLE

ZEQ.=1,SEQ=17,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=177893,FOLIO='14',FILE='DISK131:[09ZEO1.09ZEO10501]DK10501A.;9',USER='MBRADT',CD=';8-MAR-2010;12:13'

The Audit Committee's Charter requires management to submit for preapproval all audit, audit-related and non-audit-related services to be performed by the independent auditor. Management and the independent auditor submit a report of fees for review and preapproval by the Committee on a quarterly basis. The Audit Committee requires management and the independent auditor to submit a report at least annually regarding audit, audit-related, tax and all other fees paid by the Corporation to the independent auditor for services rendered in the immediately preceding two fiscal years. The Committee considers whether the fees for non-audit and audit-related services are compatible with maintaining the auditor's independence and requires management and the independent auditor to confirm this as well. The Audit Committee preapproved 100 percent of all of the above-referenced fees paid in 2009 and 2008 for services that were provided by PricewaterhouseCoopers LLP.

There were no hours expended by persons other than the independent auditor's full-time, regular employees on the independent auditor's engagement to audit the Corporation's financial statements.

A copy of the Audit Committee Charter is set forth on the Corporation's Web site at www.ball.com under the "Corporate" page, section "Investors," under the subsection "Financial Information," and under the link, "Corporate Governance."

Nominating/Corporate Governance Committee:

The Nominating/Corporate Governance Committee is responsible for assisting the Board in fulfilling its responsibility to identify qualified individuals to become Board members; recommending to the Board the selection of Board nominees for the next Annual Meeting of Shareholders; addressing the independence and effectiveness of the Board by advising and making recommendations on matters involving the organization and operation of the Board, Corporate Governance Guidelines and directorship practices; overseeing the evaluation of the Board and its Committees; and reviewing and assessing the Corporation's Sustainability activities and performance. The Nominating/Corporate Governance Committee utilizes the standards set forth below for considering director nominees.

Members of the Nominating/Corporate Governance Committee are Messrs. Alspaugh, Lehman and Taylor and Ms. Nelson. The Board has determined that the members of the Committee are independent under the NYSE Listing Standards. The Nominating/Corporate Governance Committee met four times during 2009.

The Board has established a process whereby nominees for the Board may be submitted by members of the Board, the Chief Executive Officer, shareholders and any other persons. The Committee considers these recommended candidates in light of criteria set forth below.

The Committee will seek candidates who meet at a minimum the following criteria: (1) candidates who have sufficient time to attend or otherwise be present at Board, relevant Board Committee and Shareholders' meetings; (2) candidates who will subscribe to Ball Corporation's Corporate Governance Guidelines and the Executive Officers and Directors Ethics Statement; (3) candidates who demonstrate credentials and experience in a broad range of corporate matters; (4) candidates who have experience, qualifications, attributes and skills that would qualify them to serve as a director; (5) candidates who will subscribe to the finalized strategic and operating plans of the Corporation as approved by the Board from time to time; (6) candidates who are not affiliated with special interest groups that represent major causes or constituents; and (7) candidates who meet the criteria, if any, for being a director of the Corporation as set forth in the Indiana Business Corporation Law, the Articles of Incorporation and Bylaws of the Corporation.

The Committee will apply the principles of diversity in consideration of candidates. The Committee may utilize and pay third-party consultants to identify and screen candidates on a confidential basis for service on the Board. The Committee will also determine candidates' qualifications in light of the standards set by the Committee and by evaluating the qualifications of all candidates in an attempt to select the most qualified nominees suited to serve as a director while attempting to ensure that a majority of the Board is independent and, where needed, to meet the NYSE and SEC requirements for financial literacy, accounting or financial management expertise or audit committee financial expert status.

The Nominating/Corporate Governance Committee will consider candidates recommended by shareholders. Any such recommendation should be in writing and addressed to the Chair, Nominating/Corporate Governance Committee, in care of the Corporate Secretary, Ball Corporation, by mail to P.O. Box 5000, Broomfield, Colorado 80038-5000.

ZEQ.=2,SEQ=18,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=1030637,FOLIO='15',FILE='DISK131:[09ZEO1.09ZEO10501]DK10501A.;9',USER='MBRADT',CD=';8-MAR-2010;12:13'

The Committee received no recommendations for candidates as nominees for the Board from a security holder or group of security holders that beneficially owned more than 5 percent of the Corporation's voting Common Stock for at least one year as of the date of the recommendation.

A copy of the Nominating/Corporate Governance Committee Charter is set forth on the Corporation's Web site at www.ball.com under the "Corporate" page, section "Investors," under the subsection "Financial Information," and under the link, "Corporate Governance."

Human Resources Committee:

The primary purpose of the Human Resources Committee is to assist the Board in fulfilling its responsibilities related to the evaluation and compensation of the Chief Executive Officer and overseeing the compensation of the other executive officers of the Corporation; reviewing and approving the schedule of salary ranges and grades for the salaried employees of the Corporation; approving the Corporation's stock and cash incentive compensation programs, including awards to executive officers and the number of shares to be optioned and/or granted from time to time to employees of the Corporation; approving and receiving reports on major benefit plans, plan changes and determinations and discontinuations of benefit plans; discussing the performance evaluation system and succession planning system of the Corporation, including discussions with the Chairman of the Board and Chief Executive Officer about the succession plan for the Chairman of the Board and Chief Executive Officer; hiring experts, including executive compensation consultants, as deemed appropriate to advise the Committee; assessment of compensation-related risks; and authorizing the filing of required reports with federal, state and local governmental agencies.

Members of the Human Resources Committee are Messrs. Smart, Solso and Taylor and Ms. Nelson. The Board has determined that the members of the Committee are independent under the NYSE Listing Standards. The Human Resources Committee met four times during 2009. A copy of the Human Resources Committee Charter is set forth on the Corporation's Web site at www.ball.com under the "Corporate" page, section "Investors," under the subsection "Financial Information," and under the link, "Corporate Governance."

Finance Committee:

The Finance Committee assists the Board in fulfilling its responsibility to oversee management in the financing and related risk management of the Corporation, the status of the Corporation's retirement plans and insurance policies and the Corporation's policies relating to interest rates, commodity hedging and currency hedging. The Committee may hire experts as deemed appropriate to advise the Committee in the performance of its duties. The Committee reports to the Board concerning the financing of the Corporation and the performance of the Committee.

The members of the Finance Committee are Messrs. Fiedler, Lehman and van der Kaay and Ms. Nicholson. The Committee met four times during 2009. A copy of the Finance Committee Charter is set forth on the Corporation's Web site at www.ball.com under the "Corporate" page, section "Investors," under the subsection "Financial Information," and under the link, "Corporate Governance."

COMMAND=ADD_TXTHEX,"PMS3135" BOARD MEETINGS AND ANNUAL MEETING

The members of the Board are expected to attend all meetings of the Board, relevant Committee meetings and the Annual Meeting of Shareholders. The Board held five meetings during 2009. Every director attended 75 percent or more of the aggregate of the total number of meetings of the Board and the total number of meetings held by all Committees of the Board on which the director served. All directors attended the 2009 Annual Meeting.

COMMAND=ADD_TXTHEX,"PMS3135" TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Ball Corporation has adopted a policy with respect to transactions with related persons requiring its executive officers and directors to comply with all SEC and NYSE requirements concerning transactions between the Corporation and "related persons," as defined in the applicable SEC and NYSE rules. With respect to related persons, David L. Taylor currently serves as President and Chief Executive Officer of a wholly owned subsidiary of Ball Corporation, and is the spouse of Lisa A. Pauley, an executive officer of the Corporation. For 2009, Mr. Taylor's base salary was approximately $380,000. To facilitate compliance with such policy, the Board adopted procedures for the review,

ZEQ.=3,SEQ=19,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=783854,FOLIO='16',FILE='DISK131:[09ZEO1.09ZEO10501]DK10501A.;9',USER='MBRADT',CD=';8-MAR-2010;12:13'

approval or ratification of any transaction required to be reported under the applicable rules. The policy provides that each executive officer and director will promptly report to the Chairman of the Board any transaction with the Corporation undertaken or contemplated by such officer or director, by any beneficial owner of 5 percent or more of the Corporation's voting securities or by any immediate family member. The Chairman of the Board will refer the transaction to the General Counsel for review and recommendations. Upon receipt of such review and recommendations, the matter will be brought before the Nominating/Corporate Governance Committee to consider whether the transaction in question should be approved, ratified, suspended, revoked or terminated. This policy for transactions with related persons is in writing and is part of the Ball Corporation Executive Officers and Directors Ethics Statement. The written form of the policy can be found on the Corporation's Web site as indicated in the section "Policies on Business Ethics and Conduct" on page 13.

COMMAND=ADD_TXTHEX,"PMS3135" EXECUTIVE COMPENSATION

COMMAND=ADD_TXTHEX,"PMS3135" REPORT OF THE HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS

The Human Resources Committee of the Board of Directors ("Committee") has reviewed the following Compensation Discussion and Analysis and discussed its contents with members of the Corporation's management. Based on this review and discussion, the Committee has recommended that the Compensation Discussion and Analysis ("CD&A") be incorporated by reference in the Corporation's Annual Report on Form 10-K and as set out in this Proxy Statement.

COMMAND=ADD_TXTHEX,"PMS3135" COMPENSATION DISCUSSION AND ANALYSIS

Compensation Objectives and Philosophy

The primary objective of the Corporation's executive compensation program is to support the achievement of the Corporation's business and performance objectives. The program is mainly designed to:

The Corporation's executive compensation philosophy emphasizes share ownership among executives, aligns executive incentives with shareholder interests and rewards performance that enhances total shareholder returns. In support of Ball's emphasis on significant ownership by key executives, Ball delivers long-term incentive opportunities that encourage ownership. Specifically, Ball may grant stock-settled stock appreciation rights ("SARs"), incentive stock options ("ISOs"), non-qualified stock options ("NQOs"), performance contingent restricted stock units and/or restricted stock/restricted stock units, in addition to long-term performance cash incentives.

ZEQ.=4,SEQ=20,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=234849,FOLIO='17',FILE='DISK131:[09ZEO1.09ZEO10501]DK10501A.;9',USER='MBRADT',CD=';8-MAR-2010;12:13' THIS IS THE END OF A COMPOSITION COMPONENT

Consistent with its ownership philosophy, Ball has established guidelines that all executive officers retain minimum ownership levels of the Corporation's Common Stock. As of December 31, 2009, all executive officers including the Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and other proxy named executive officers ("NEOs") have met their ownership guidelines. The 2009 stock ownership guidelines (minimum requirements) were as follows:

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User-specified TAGGED TABLE

Executive
CEO	5 times
CFO, EVPs and SVPs	3 times
Other Executives	1 to 2 times

end of user-specified TAGGED TABLE

When the Corporation's share price appreciates, some executives and/or directors may desire to lock in a portion of that appreciation, thereby managing a portion of the economic risk associated with concentrated holdings of Ball Common Stock. The Corporation has evaluated the potential approaches that executives and directors can use. As a result of this review, the Corporation permits executives to use prepaid variable forward contracts or contracts to purchase or sell Corporation Common Stock pursuant to SEC Rule 10b5-1. Put and call options and other hedging transactions involving Corporation stock (including selling the stock "short") are not permitted.

In addition to promoting prudent share ownership, the Corporation's executive compensation objectives and philosophy focus on rewarding performance. This means that shareholder returns along with corporate, operating unit and individual performance, both short-term and long-term, determine the largest portion of executive pay.

Risk Assessment

The Human Resources Committee has reviewed the concept of risk as it relates to our compensation programs and the Committee does not believe our compensation programs encourage excessive or inappropriate risk. Overall, our internal risk assessment confirms that our compensation arrangements are low in risk and do not foster undue risk taking, because they are performance driven and have strong governance and control mechanisms. In January 2010, the Committee's executive compensation consultant conducted a thorough risk assessment of our executive compensation programs and assessed numerous criteria with particular attention to whether those programs implicate financial risks, operational risks or reputational risks. The Consultant reported to the Committee that Ball's executive compensation programs are low in risk. In reaching that conclusion, the Consultant noted that there is strong Human Resource Committee involvement, long-term incentives are predominantly equity-based and thus tied to shareholder returns, market comparisons are utilized, ownership requirements are applied, and Ball has embraced "economic value added" principles in its compensation for many years.

Process for Determining Executive Compensation

The Committee oversees the administration of the executive compensation program and determines the compensation of the executive officers of the Corporation. The Committee is comprised solely of nonmanagement directors, all of whom meet the independence requirements of the NYSE.

To assist the Committee in discharging its responsibilities, the Committee has retained Towers Perrin, an independent executive compensation consultant ("Consultant"). The Consultant is engaged by and reports directly to the Committee. Specifically, the Consultant's role is to develop recommendations for the Committee related to all aspects of executive compensation programs and the Consultant works with management to obtain information necessary to develop the recommendations. The total fees for executive compensation services provided to the Committee by Towers Perrin in 2009 were $151,414. The total fees for other services provided to the Corporation by Towers Perrin in 2009, determined and approved by the Corporation's management, were $1,290,343. The Committee is assured that the services provided by the executive compensation consultant are objective and not influenced by the other services provided to the Corporation by Towers Perrin because of the following: (1) the contractual arrangement for executive compensation services provided to the Committee is completely separate from the arrangement of other services provided to the Corporation; (2) the individual executive compensation consultant receives no compensation based on the fees charged to the Corporation for other services; (3) the individual compensation consultant does not participate in Towers Perrin sales meetings regarding opportunities at the Corporation; and (4) the total fees for other services provided to Ball by Towers Perrin was insignificant relative to Towers Perrin's 2009 total revenues. Additionally, the

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individual executive compensation consultant's qualifications, expertise and protocols ensure that the services provided to the Committee are both objective and of high quality.

When setting executive compensation, the Corporation applies a consistent approach for all executive officers. It intends that the combination of elements of executive compensation closely aligns the executive's interest with those of the shareholders. Target total compensation is comprised of base salary, annual economic value added incentive compensation and long-term incentive compensation in the form of both cash and equity. Through 2008, the Committee reviewed and adjusted executive target total compensation levels annually in October to be effective the following January; however, equity grants were generally considered and made in April of each year. In July 2008, the Committee determined that it desired to adjust all elements of total compensation at the same time each year. As a result, the Committee determined it would review and adjust executive total compensation levels, including equity grants, annually in January of each year. This revised practice was utilized when reviewing and adjusting 2009 executive total compensation.

The Corporation begins the annual process by reviewing each executive officer's target total compensation in relation to the 50th percentile of comparably sized companies based on general industry data. The Corporation also takes into account, as an additional reference point, competitive compensation data from a selected group of peer companies consisting of leading container and packaging, distiller and brewer, food, household durable and nondurable goods companies ("Peer Group"). Companies contained in Ball's Peer Group used in 2009 include: Anheuser-Busch InBev; Campbell Soup Company; The Clorox Company; Colgate-Palmolive Company; Fortune Brands, Inc.; H.J. Heinz Company; The Hershey Company; Jarden Corporation; Kellogg Company; Molson Coors Brewing Company; Owens-Illinois, Inc.; Smurfit-Stone Container Company; Sonoco Products Company; Temple-Inland, Inc.; and Wm. Wrigley Jr. Company. This general industry and Peer Group data is gathered by the Consultant and presented to the Corporation and the Committee in reports that provide a comparative analysis of our executive officer compensation to this competitive market compensation. The Consultant works in collaboration with the Corporation's compensation department when preparing such reports.

As part of this process, the Consultant creates tally sheets for each executive, which are used by the Committee when setting target total compensation for the CEO and other executive officers. Tally sheets outline each executive's annual target and actual pay as well as total accumulated pay under various performance and employment scenarios and corporate performance, both recent and projected. The Consultant also prepares for the Committee an independent review and recommendation of the CEO's compensation. In its deliberations, the Committee meets with the CEO and other members of senior management, as appropriate, to discuss the application of the competitive benchmarking (pay and performance) relative to the unique structure and needs of the Corporation.

The CEO's target total compensation package is set by the Committee during an executive session based on the Committee's review of the competitive information prepared by the Consultant, assessment of the CEO's individual performance in conjunction with the financial and operating performance of the Corporation, and appropriate business judgment.

A recommendation for the target total compensation of the Corporation's other executive officers, including the CFO and other NEOs, is made by the CEO after reviewing the executive's and the Corporation's performance in conjunction with the executive's responsibility and experience when compared to the competitive information prepared by the Consultant. The compensation package for the other executive officers, including the CFO and the other NEOs, is established by the Committee based on the recommendation of the CEO to the Committee and in consideration of the executive officer's individual job responsibilities, experience and overall performance.

Generally, the amount of compensation realized or potentially realizable does not directly impact the level at which future pay opportunities are set. However, when granting equity awards, the Committee reviews and considers both individual performance and the number of outstanding and previously granted equity awards.

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Elements of Ball's Executive Compensation Program

The executive compensation program at Ball Corporation is designed to be consistent with the compensation objectives described above. The primary elements of the Corporation's executive compensation program are outlined in the following table. The purpose of each element is also provided to demonstrate how each fits with the overall compensation objectives, specifically, share ownership and pay for performance.

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Component	Element	Type	Purpose
Current Year	Annual Base Salary	Base Compensation	Fixed element of pay based on an individual's primary
duties and responsibilities.
	Annual Economic Value Added Incentive Compensation
Plan	Short-term performance-based plan	Designed to reward achievement of specified annual
corporate and/or operating unit financial goals pursuant to economic value added principles.
Long-Term IncentiveCash	Acquisition-Related Special Incentive Plan	Long-term performance-based plan	Designed to promote the successful integration of newly
acquired businesses thereby enhancing financial returns and cash flow.
	Long-Term Cash Incentive Plan	Long-term performance-based plan	Designed to promote long-term creation of shareholder
value in absolute terms (ROAIC) and relative terms (performance versus a group of companies in the S&P 500) and provide an executive retention incentive.
Long-Term IncentiveEquity	Stock Options and Stock-Settled Stock Appreciation
Rights	Long-term performance-based element	Designed to promote share ownership and long term
performance resulting in the creation of shareholder value.
	Performance Contingent Restricted Stock Units	Long-term performance-based plan	Designed to promote share ownership through the
achievement of financial returns in excess of the Corporation's estimated weighted average cost of capital.
	Deposit Shares	Long-term performance-based plan	Designed to promote executive financial investment in the
Corporation, promote share ownership and provide long-term incentive for performance resulting in the creation of shareholder value.
	Restricted Stock/Restricted Stock Units	Long-term performance-based element	Designed to promote share ownership, provide a retention
incentive, and provide long-term incentive for the creation of shareholder value.
Other	Life and Pension Benefits	Benefit	Support basic life and retirement income security
needs.
	Supplemental Executive Retirement Plan	Benefit	Replicates benefits provided under the qualified pension
plan, not otherwise payable due to IRS qualified plan limits.
	Non-Qualified Deferred Compensation	Benefit	Provides eligible participants the ability to defer
certain pretax compensation into a savings plan to support retirement income or other needs.
	Perquisites and other personal benefits	Benefit	Noncash compensation generally nominal in value ranging
from 2 to 4 percent of total compensation, which may consist of components such as financial planning, company contributions, aircraft usage and insurance premiums. The percent of total compensation may exceed the nominal range for an executive
on foreign assignment.

end of user-specified TAGGED TABLE

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Mix of Compensation Elements Awarded in 2009

The diagrams below represent the mix of target total compensation awarded to the Corporation's CEO, CFO and to the other NEOs in 2009. Target total compensation is comprised of base salary, target annual incentive and target long-term incentives, which consist of a target cash value and grant date fair value of stock options and performance contingent equity awards. In 2009, Ball's target total compensation for the CEO, CFO and the other NEOs approximated, on average, the competitive market median and was appropriate for the Corporation considering general industry and Peer Group data, company performance, executive-specific factors such as individual performance and executive responsibility as well as internal equity. Although the Committee establishes target total compensation based on target performance, actual total compensation can vary based on the Corporation's actual performance. A large proportion of the target total compensation is variable based on performance, which constitutes pay at risk. The CEO of Ball is eligible to participate in the same executive programs as the CFO and the other NEOs; however, a larger proportion of his target total compensation is at risk. As shown below, 85 percent of the target total compensation awarded to the CEO and 79 percent awarded to the other NEOs in 2009 was based on elements that may vary from year to year depending on business performance. Additionally, 69 percent of the CEO's and 64 percent of the other NEOs' target total compensation was based on long-term performance of three years or more. This emphasis on longer term compensation, through performance-based long-term cash and equity awards, ensures a strong continued alignment with Ball's executive ownership and shareholder value creation objectives.

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2009 Compensation Mix Principal Executive Officer 2009 Compensation Mix Avg of All Other NEOs

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Specifics Related to the 2009 Executive Compensation Elements

Base Salary

This element represents the fixed base cash compensation paid to an executive for services rendered during the fiscal year. The level of base salary takes into account job responsibilities, experience level and market competitiveness. Base salaries are generally reviewed annually in January with any changes becoming effective retroactively on January 1 of that year. Annual adjustments are based on individual performance, performance of the area of responsibility, the Corporation's performance, competitiveness versus the external market and internal merit increase budgets.

Annual Incentives

This element is a short-term annual cash incentive designed to produce sustained shareholder value improvement by establishing a direct link between economic value added and incentive compensation. Economic value added is computed by subtracting a charge for the use of invested capital from net operating profit after-tax. The Corporation's and/or operating unit's economic value added financial performance determines the amount, if any, of awards earned under the Annual Incentive Compensation Plan. Such awards are based on actual economic value added performance relative to the established economic value added target. For any one year, the economic value added target is equal to

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the sum of the prior year's target economic value added and one-half the amount of the prior year's economic value added gain or shortfall relative to target and may be calculated as follows:

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Current year's economic value added target = Prior year's economic value added target + 1/2 Prior year's actual economic value added - Prior year's economic value added target

end of user-specified TAGGED TABLE

Improvement in economic value added occurs when the amount of net operating profit after-tax less a charge for capital employed in the business increases over time. It establishes a direct link between annual incentive compensation and continuous improvement of return on invested capital relative to a 9 percent "hurdle rate." The Corporation has established 9 percent as the "hurdle rate" when evaluating capital expenditures and strategic initiatives in most regions in which we do business. This "hurdle rate" is above the Corporation's true cost of capital. Targets are established annually for each operating unit and for the Corporation as a whole based on prior performance. The Plan design motivates continuous improvement in order to achieve payouts at or above target over time. For a given year, a payout at 100 percent of target annual incentive compensation is achieved when actual economic value added is equal to the target economic value added. The award earned for 2009 under the Annual Incentive Compensation Plan for the Corporation as a whole was slightly above target. Economic value added was selected as the measure for Ball's Annual Incentive Compensation Plan because it has been demonstrated to correlate management's incentive with total shareholder return.

This short-term incentive opportunity is established each year as a percentage of an executive's annual base salary and is targeted at approximately the 50th percentile of the competitive market with the opportunity to earn more for above-target performance or less for below-target performance. Actual annual incentive payments each year can range from 0 to 200 percent of the target opportunity based on corporate performance and/or the performance of the operating unit over which the executive has responsibility. Any amounts over 200 percent of target are banked and remain at risk. The balance may be paid over time in one-third increments based on corporate and/or operating unit performance.

Certain executives including the CEO, CFO and the other NEOs may elect to defer the payment of all or a portion of their annual incentive compensation into the 2005 Deferred Compensation Plan and/or the 2005 Deferred Compensation Company Stock Plan. The executive becomes a general unsecured creditor of the Corporation with respect to amounts deferred. Amounts deferred to the 2005 Deferred Compensation Plan, or its successor, are notionally "invested" among various investment funds available under the applicable Plan. A participant's amounts are not actually invested in the investment funds for their account, but the return on the participant's account is determined as if the amounts were invested in those funds. Amounts deferred into the 2005 Deferred Compensation Company Stock Plan receive a 20 percent Corporation match with a maximum match of $20,000 per year. Amounts deferred into this Plan will be represented in the participant's account as stock units, with each unit having a value equivalent to one share of Ball Corporation Common Stock. Participants may later reallocate a prescribed number of units to other notional investment funds, comparable to those described above, subject to specified time constraints.

Annual incentives to the CEO, CFO and the other NEOs are paid consistent with the terms of the Ball Corporation Stock and Cash Incentive Plan and the Ball Corporation Annual Incentive Compensation Plan, which are administered by the Committee. The Plans are intended to meet the deductibility requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended ("Code") as performance-based pay, resulting in amounts paid being tax deductible to the Corporation.

Long-Term Incentives

This element of compensation is designed to provide ownership and cash opportunities to promote the achievement of longer term financial performance goals and enhanced total shareholder returns. The Corporation's long-term incentive opportunity is generally provided through a combination of equity and cash awards, which the Committee believes best achieves the compensation principles for the program. Long-term incentives are provided pursuant to the 2005 Stock and Cash Incentive Plan, which was approved by the Corporation's shareholders in April 2005. This Plan permits grants of cash awards, stock options, stock appreciation rights or stock awards (e.g., shares, restricted stock and restricted stock units).

In 2009, Ball delivered approximately 18 percent of the target long-term incentive through performance-based cash awards and approximately 82 percent through performance-based equity awards. This award mix was set to

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achieve the objectives described above, while viewed in light of market practices and cost implications. The total amount of long-term incentives, based on the grant date expected value, was established in relation to the 50th percentile of the competitive market as well as individual performance and the Corporation's financial and operating performance.

Performance-Based Cash Awards Ball's performance-based long-term cash incentive award is intended to focus executives on the achievement of multiyear performance goals that will enhance shareholder value. The Corporation's total shareholder return and return on average invested capital ("ROAIC") are considered in determining the amount, if any, of awards earned under the Corporation's Long-Term Cash Incentive Plan ("LTCIP"). Performance is generally measured on a cumulative basis over a three-year performance period. Awards pursuant to the LTCIP are generally made on an annual basis such that three performance periods overlap. Any actual award earned is paid at the end of the three-year performance period.

The 2007 through 2009, 2008 through 2010, and 2009 through 2011 performance periods provide executives the opportunity to earn awards based on a combination of two performance measures. One-half of the award is based on the Corporation's three-year total shareholder return as measured against the total shareholder returns of a group of companies in the S&P 500 not including companies in the S&P 500 Index that are classified as being part of the Financials or Utilities industry sectors or the Transportation industry group. Companies added to the S&P 500 during the performance period are also excluded. Total shareholder return is measured by comparing the average daily closing price and dividends of the Corporation in the third year of the performance cycle with the average daily closing price and dividends prior to the start of the performance cycle relative to the distribution of the equivalent total shareholder returns during the performance cycle of the group of companies as described above. The target performance requirement for the total shareholder returns measure is the 50th percentile of the S&P group described above. The other half of the award is based on ROAIC performance over the three-year period. ROAIC is calculated by dividing the average of the Corporation's net operating profit after-tax over the relevant performance period by its average invested capital over such period. The target performance requirement for the ROAIC measure is 9 percent, which is above the Corporation's estimated weighted average cost of capital.

The incentive opportunity is established as a percentage of the executive's average base salary plus target annual incentive over the three-year performance period. Actual payments at the end of the performance period can range from 0 to 200 percent of the target opportunity based on actual performance relative to the established performance measures described above. As a result of the Corporation's actual performance for the 2007 through 2009 performance period, cash payouts (made in early 2010) for the CEO, CFO and the other NEOs in the plan were 196 percent of the target opportunities and are reported in the Summary Compensation Table. The potential award value of the 2009 through 2011 performance period, which was awarded to the NEOs in 2009, is reported in the Grants of Plan-Based Awards Table.

In conjunction with the 2009 acquisition of certain manufacturing operations from Anheuser-Busch InBev, the Corporation implemented an Acquisition-Related Special Incentive Plan designed to motivate participating employees to successfully integrate the acquisition into the Corporation. Payouts under this Plan are based on cumulative earnings before interest and taxes and cumulative cash flow over a 39-month period, with awards, if any, made at 15 months, 27 months and 39 months. This incentive opportunity is established as a percentage of an executive's average base salary over the 39-month performance period. The potential award value of the Plan, which was awarded to the NEOs in 2009, is reported in the Grants of Plan-Based Awards Table.

Equity-Based Awards The Corporation's equity awards may be provided through various forms (SARs, ISOs, NQOs, performance contingent units, restricted stock and restricted stock units), all of which are tied to the price of Ball Common Stock. Annual equity awards associated with target total compensation are typically granted in January on the date of the quarterly meeting of the Board; however, equity awards may be granted during the year as part of an executive's promotion or for retention purposes. In the case of newly hired executives, equity awards may be granted upon the executive joining the Corporation.

SARs, ISOs and NQOs are granted in order to reward executives for the creation of shareholder value, and will only provide value to executives if the price of Ball's stock increases. Such awards generally vest at 25 percent per year for four years and expire in 10 years. The grant value of each SAR, ISO and/or NQO is based on the closing price of Ball stock on the date of grant. In 2006, Ball began granting to certain key executives stock-settled SARs based on the view that stock-settled SARs are an effective way to both manage equity dilution and promote share ownership. In 2007, the Board of Directors authorized for certain grants on or after such date, that for participants who retire early, defined as

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the first to occur of either attaining both age 55 and 15 years of service or age 60 and 10 years of service, upon the execution of an agreement not to compete with the Corporation, a participant's unvested stock options and/or SARs will continue to vest under the regular vesting schedule and such participants will have five years from the retirement date or up to the original expiration date, whichever is sooner, to exercise vested stock options and/or SARs. During 2009, the Corporation granted both SARs and ISOs to certain executives, including NEOs.

The Corporation may grant restricted stock or restricted stock units pursuant to the Deposit Share Program ("DSP"), which was instituted in 2001. The DSP is intended to increase share ownership among certain executives who must make additional investments in the Corporation's stock in order to participate. Under this program, an executive receives one share of restricted stock or one restricted stock unit for every share newly acquired by the participant (either outright or through the exercise and holding of stock options or settlement of SARs) during a preestablished purchase period, up to a preestablished maximum number of shares. As long as the executive continues to hold the newly acquired shares, the restricted stock or units granted cliff vest four years from the date of grant; or if share ownership guidelines are met, 30 percent of the shares or units will vest at the end of the second year and third year and 40 percent will vest at the end of the fourth year. Restricted stock or units granted pursuant to the DSP are made on the 15th day of each month following the executive's submission of adequate documentation to the Corporation detailing the procurement of the newly acquired shares. No DSP grants were made in 2009.

On January 28, 2009, the Board of Directors approved the award of performance contingent restricted stock units pursuant to the provisions of the 2005 Stock and Cash Incentive Plan. The award of performance contingent restricted stock units provides participants with the opportunity to receive common shares if the Corporation's return on average invested capital during a three-year period is equal to or exceeds the Corporation's estimated cost of capital as established at the beginning of the performance period. Units not vested at the end of the performance period are forfeited. The performance period for the 2009 grants is a 36-month period that extends from January 2009 to December 2011 and the estimated weighted average cost of capital and required return for the performance period was established at 6.8 percent. The performance contingent restricted stock units are granted in order to encourage executives to assure long-term return on the Corporation's invested capital in excess of its current estimated weighted average cost of capital.

Restricted stock or restricted stock units not related to the DSP may also be granted to executives by the Committee or the CEO. Pursuant to the provisions of the 2005 Stock and Cash Incentive Plan, the Committee delegated to the CEO the authority to grant up to a maximum of 6,000 restricted shares or restricted stock units to any one individual in a calendar year, except the CEO may not make such grants to officers of the Corporation. Any such grant is ratified by the Committee at the first Committee meeting following such grant. Grants made are generally effective at the closing stock price on the day of the grant or may be effective at the closing stock price on a specific day in the future as defined by the Committee or the CEO. As an example, the future grant of a restricted stock award may be approved pending the effective date of a promotion, employment or a specific date. These awards generally vest in either 20 or 25 percent increments on each anniversary of the grant date. These grants serve as a long-term incentive element, promote share ownership and may provide an executive retention incentive.

In 2009, approximately 82 percent of the target long-term incentive compensation delivered to the NEOs in the form of equity was comprised of SARs, ISOs and performance contingent restricted stock units.

Retirement Benefits

The CEO, CFO and the other NEOs participate in the same benefit plans, with two exceptions noted below, and on the same terms as provided to all U.S. salaried employees. Ball targets its overall benefits to be competitive with the market. Included in these benefits are the annual pension accruals under the qualified pension plan ("Salaried Pension Plan") and contributions to the qualified 401(k) savings plan.

The Corporation sponsors two qualified salaried defined benefit pension plans in the U.S., one covering its Aerospace subsidiary's employees and the other covering all other U.S. salaried employees. Prior to January 1, 2007, the benefits were determined by final average salary, covered compensation and years of service. Beginning in 2007, the benefit in both plans is an accumulated annual credit based on base salary, the Social Security Wage Base and a multiplier that is based on service.

The 401(k) savings plan is a tax-qualified defined contribution plan that allows U.S. salaried employees, including the NEOs, to contribute to the plan 1 to 55 percent of their base salary up to IRS-determined limits on a before-tax

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basis. Prior to January 1, 2007, the Corporation matched 50 percent of the first 6 percent of base salary contributed to the plan. Beginning in 2007, the Corporation matched 100 percent of the first 3 percent of base salary contributed, and 50 percent of the next 2 percent of base salary contributed, up to a maximum match of 4 percent of base salary contributed.

Certain executives, including the NEOs, also receive benefits under the non-qualified Supplemental Executive Retirement Plan ("SERP"), which replaces benefits otherwise available in the qualified pension plan but for limits on covered compensation in the qualified plan set by the Code. The SERP is designed to provide retirement benefits that are calculated on base salary that exceeds the maximum amount of pay that can be included in the pension calculation under a pension plan that is tax qualified under the Code. Further information regarding the salaried pension plan and the SERP are provided in the "Pension Benefits" section on page 37.

The Corporation's pension plans and SERP provide pension benefits based on base salary only and do not include incentive compensation as part of the pension calculation.

Additionally, the Corporation provides a deferred compensation benefit to certain employees. Under the terms of the deferred compensation program, participants are eligible to defer current annual incentive compensation to be paid and/or restricted stock units to be issued in the future. When amounts are deferred, the participant becomes a general unsecured creditor of the Corporation and deferred amounts become subject to claims on the same basis as other general unsecured creditors of the Corporation. The deferred compensation plans provide a means for participants to accumulate funds for retirement or other purposes.

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Performance Measures Summary

The following table summarizes the specific Corporation performance measures considered for 2009:

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Pay Element	Performance Measures	2009 Performance
Base Salary	Individual performance and contribution based on primary duties and responsibilities.	Individual performance and contributions.
Annual Incentive	Actual 2009 economic value added based on the amount of net operating profit after-tax, less a charge for capital employed in the business, as compared to the 2009 economic value added target.	Resulted in an award of 112 percent of target for all NEOs except Mr. Friedery, who received an award of 56 percent of target.
Long-Term Cash Plan 2007-2009 Performance Period	50 percent based on total shareholder return over three years relative to a group of S&P 500 companies and 50 percent based on ROAIC over three years, as compared to targets.	Resulted in an award of 196 percent of target for all NEOs based on performance above target for total shareholder return and ROAIC.
Special Acquisition Incentive	Cumulative earnings before interest and taxes and cumulative cash flow of the Metal Beverage Packaging Division, Americas.	No awards were earned for the performance period ending December 31, 2009, given the first interim performance period runs through December 31, 2010.
Performance-Contingent Restricted Stock Units 2007-2009 Performance Period	Actual ROAIC over three years, equal to or exceeds the Corporation's estimated weighted average cost of capital established at the beginning of the performance period.	For all NEOs, resulted in 100 percent vesting of the 2007 performance-contingent RSU award on February 1, 2010.
Stock-Settled Stock Appreciation Rights	Stock price performance relative to the grant date stock price (exercise price) of the SAR grants.	Stock price performance ending December 31, 2009, excluding dividends:
Stock Options	Stock price performance relative to the grant date stock price (exercise price) of the option grants.	Ball vs. S&P 500 one-year: 24.31 percent vs. 23.45 percent.
Restricted Stock/Restricted Stock Units	Attainment of required holding period and stock price performance.	Ball vs. S&P 500 three-year: 18.58 percent vs. negative 21.38 percent.

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Severance and Change in Control Benefits

The CEO, CFO and the other NEOs are covered by arrangements that specify payments in the event the executive's employment is terminated. The type and amount of payments vary by executive level and whether the termination is following a change in control of the Corporation. These severance benefits, which are competitive with general industry practices, are payable if and only if the executive's employment is terminated as specified in each of the agreements. Further discussion is provided in the "Other Potential Post-Termination Employment Benefits" section on page 39.

ZEQ.=9,SEQ=29,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=557563,FOLIO='26',FILE='DISK131:[09ZEO1.09ZEO10501]DM10501A.;23',USER='BSKELLE',CD=';8-MAR-2010;15:48' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

Accounting and Tax Considerations

When establishing pay elements or associated programs, the Committee reviews projections of the estimated pro forma expense and tax impact of all material elements of the executive compensation program. Generally, an accounting expense is accrued over the requisite service period of the particular pay element, which in many cases is equal to the performance period, and the Corporation realizes a tax deduction upon payment to and/or realization by the executive.

Section 162(m) of the Code generally provides that publicly-held corporations may not deduct in any one taxable year certain compensation in excess of $1 million paid to the CEO and the next four most highly-compensated executive officers. To the extent that any cash compensation for any NEO, otherwise deductible for a particular tax year, would not be deductible in that year because of the limitations of Section 162(m) of the Code, the Committee has mandated that such compensation will be deferred until retirement; however, the Committee, in its sole discretion, may approve payment of nondeductible compensation from time to time if it deems circumstances warrant it.

Beginning January 1, 2006, the Corporation began accounting for stock-based payments including current and prior year stock options, SARs, restricted stock and restricted stock units in accordance with the requirements of FASB ASC Topic 718.

In December 2005, the Committee approved two new deferred compensation plans that incorporate rules applicable to non-qualified deferred compensation as provided by Code Section 409A regulations. The Corporation has administered its non-qualified deferred compensation plans in good faith compliance with the Code Section 409A regulations. In 2008, the Corporation reviewed and updated all plans and agreements to conform with the Code Section 409A final regulations.

Code Section 280G considerations related to tax reimbursements made to executives for taxes on amounts paid in the event of termination following a change in control are discussed in the narrative to the Other Potential Post-Termination Employment Benefits Table.

COMMAND=ADD_TXTHEX,"PMS3135" TABLES AND NARRATIVES

Set forth on pages 28 through 44 are tables showing, for the CEO, CFO and the three other highest paid executive officers of the Corporation, the following: (1) fiscal year 2009 elements of compensation in summary form; (2) equity and non-equity incentives awarded in 2009; (3) outstanding stock options and stock awards held as of December 31, 2009; (4) the value realized on stock options exercised and stock awards that vested during 2009; (5) information regarding non-qualified deferred compensation; (6) projected pension benefit values; and (7) projections for other potential post-termination benefits. On page 45 is a table summarizing the fiscal year 2009 elements of compensation for the Corporation's nonemployee directors. Accompanying each table are narratives and/or footnotes intended to further the understanding of the information disclosed in the tables. The tables should be read in conjunction with the Compensation Discussion and Analysis ("CD&A") beginning on page 17, which explains Ball's compensation objectives and philosophy, its process for determining executive compensation and a description of the elements of compensation.

COMMAND=ADD_TXTHEX,"PMS3135" SUMMARY COMPENSATION TABLE

The Summary Compensation Table on page 28 represents all fiscal year 2009 elements of compensation for Ball's NEOs, including:

ZEQ.=1,SEQ=30,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=422918,FOLIO='27',FILE='DISK131:[09ZEO1.09ZEO10501]DO10501A.;15',USER='MBRADT',CD=';8-MAR-2010;12:15'

The 2009 payout factors used to determine the amounts earned for the Annual Incentive Compensation Plan, Acquisition-Related Special Incentive Plan and LTCIP for the CEO, CFO and the other NEOs are provided in the "Performance Measures Summary" section on page 26 of the CD&A.

In addition to these elements of compensation, the table also presents the increase in 2009 in the value of pensions payable at age 65 for the NEOs as well as above-market earnings associated with non-qualified deferred compensation. Certain of the Corporation's predecessor deferred compensation plans provide for an interest rate that is equal to the Moody's Seasoned Corporate Bond Index and in some plans, an interest rate that is 5 percentage points higher than the Moody's Seasoned Corporate Bond Index, and in others, a fixed interest rate equal to 9 percent. No additional deferrals are permitted into these plans. Any earnings credited to accounts within plans that provide the Moody's rate plus 5 percentage points and/or the 9 percent fixed interest that is in excess of above-market earnings that would have been credited at a rate that is 120 percent of the applicable federal long-term rate have been classified as above-market earnings on deferred compensation.

The All Other Compensation column represents the sum of the values of:

The individual values are disclosed in the All Other Compensation Table that follows the Summary Compensation Table.

Details regarding post-termination compensation are discussed in the section entitled "Other Potential Post-Termination Employment Benefits" on page 39.

Summary Compensation Table

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User-specified TAGGED TABLE

Name & Principal Position		Salary ($)	Stock Awards ($) (1)	Option Awards ($) (2)	Non-Equity Incentive Plan Compensation ($) (3)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) (4)	All Other Compensation ($) (5)	Total ($)
R. David Hoover	2009	$ 1,130,000	$ 2,244,480	$ 2,130,000	$ 3,215,872	$ 824,558	$ 70,365	$ 9,615,275
Chairman, President and	2008	$ 1,100,000	$ 3,394,953	$ 1,577,168	$ 2,101,565	$ 805,091	$ 92,399	$ 9,071,176
CEO	2007	$ 1,030,000	$ 2,466,000	$ 1,514,700	$ 2,577,197	$ 747,588	$ 84,708	$ 8,420,193
Raymond J. Seabrook (6)	2009	$ 490,500	$ 581,160	$ 681,600	$ 802,136	$ 172,491	$ 51,586	$ 2,779,473
EVP and CFO	2008	$ 476,000	$ 1,002,200	$ 410,320	$ 548,865	$ 125,504	$ 49,748	$ 2,612,637
	2007	$ 451,000	$ 665,820	$ 398,310	$ 696,686	$ 75,492	$ 63,484	$ 2,350,792
John R. Friedery (7)	2009	$ 452,000	$ 340,680	$ 394,050	$ 626,185	$ 133,890	$ 45,767	$ 1,992,572
SVP, Ball Corporation;	2008	$ 439,000	$ 551,210	$ 224,394	$ 402,130	$ 96,262	$ 55,306	$ 1,768,302
President, Metal Beverage	2007	$ 426,000	$ 665,820	$ 409,530	$ 520,035	$ 68,460	$ 46,859	$ 2,136,704
Packaging, Americas and Asia
David A. Westerlund	2009	$ 445,500	$ 521,040	$ 639,000	$ 728,526	$ 245,719	$ 47,349	$ 2,627,134
EVP, Administration and	2008	$ 432,500	$ 901,980	$ 384,675	$ 498,214	$ 195,517	$ 52,822	$ 2,465,708
Corporate Secretary	2007	$ 410,000	$ 665,820	$ 409,530	$ 631,425	$ 143,549	$ 46,028	$ 2,306,352
John A. Hayes (6)	2009	$ 575,000	$ 841,680	$ 985,125	$ 931,903	$ 49,104	$ 261,243	$ 3,644,055
EVP and COO	2008	$ 500,000	$ 1,302,860	$ 532,134	$ 560,812	$ 31,203	$ 516,101	$ 3,443,110
	2007	$ 364,333	$ 493,200	$ 336,600	$ 670,465	$ 17,435	$ 1,447,903	$ 3,329,936

end of user-specified TAGGED TABLE

(1) Reflects the fair value of performance contingent equity awards granted for each reported year, calculated in accordance with FASB ASC Topic 718 assuming the probable outcome. The assumptions used in the calculation of these amounts are included in the Corporation's Annual Report on Form 10-K in Notes 1 and 19 to the Consolidated Financial Statements for fiscal year ended December 31, 2009.

ZEQ.=2,SEQ=31,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=889215,FOLIO='28',FILE='DISK131:[09ZEO1.09ZEO10501]DO10501A.;15',USER='MBRADT',CD=';8-MAR-2010;12:15' (2) Reflects the fair value of ISO or SAR equity awards granted for each reported year, calculated in accordance with FASB ASC Topic 718. The assumptions used in the calculation of these amounts are included in the Corporation's Annual Report on Form 10-K in Notes 1 and 19 to the Consolidated Financial Statements for fiscal year ended December 31, 2009. (3) Includes payouts from the Annual Incentive Compensation Plan and LTCIP, which were earned in 2009 and paid or deferred in 2010. The detail for each NEO is as follows:

(4) The aggregate change in pension value and above-market earnings on deferred compensation for each NEO are as follows:

(5) Includes value of financial planning services, the incremental cost for the personal use of corporate aircraft, the value of executive physical examinations, employer contribution to 401(k), employer contribution to the 2005 Deferred Compensation Company Stock Plan, employer paid disability insurance premiums, the value of the Corporation's match for the ESPP and the value of employer tax reimbursements. The value for Mr. Hayes also includes employer paid expenses and tax equalization related to his foreign assignment. Additional information for all is included in the All Other Compensation Table below. (6) Effective January 1, 2010, John A. Hayes became President and Chief Operating Officer of Ball Corporation, Raymond J. Seabrook became Executive Vice President and Chief Operating Officer, Global Packaging Operations, and Scott C. Morrison became Senior Vice President, Chief Financial Officer, and Treasurer. (7) Effective January 31, 2010, John R. Friedery was no longer employed by the Corporation. As a result, the Stock Awards and the unvested portion of the Option Awards reported above were forfeited.

All Other Compensation Table

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User-specified TAGGED TABLE

Name	Perquisites and Other Personal Benefits (1) (2)	Registrant Contributions to Defined Contribution Plans	Insurance Premiums	Discounted Securities Purchases	Registrant Contributions to Deferred Compensation	Foreign Service and Special Assignment Premium	Tax Reimbursements (3)
R. David Hoover	$ 25,657	$ 9,800	$ 3,515	$ 1,200	$ 20,000	$	$ 10,193
Raymond J. Seabrook	$ 14,078	$ 9,536	$ 2,694	$ 1,200	$ 20,000	$	$ 4,078
John R. Friedery	$ 10,950	$ 9,800	$ 2,013	$ 1,200	$ 20,000	$	$ 1,804
David A. Westerlund	$ 10,950	$ 9,800	$ 2,611	$ 1,200	$ 20,000	$	$ 2,788
John A. Hayes	$ 11,600	$ 9,800	$ 1,373	$ 1,200	$ 20,000	$	$ 217,270

end of user-specified TAGGED TABLE

(1) Represents the value of $10,000 for financial planning services for all NEOs, the incremental costs of $14,707 and $3,128 for the personal use of the corporate aircraft for Messrs. Hoover and Seabrook, respectively, and $950 for executive physical examinations for all NEOs. The amount for Mr. Hayes also includes the value of employer-paid expenses for tax services resulting from his foreign assignment. (2) The incremental cost of the personal use of the corporate aircraft was calculated based on the 2009 average direct operating cost apportioned among business versus nonbusiness related passengers. (3) Represents tax reimbursements made by the Corporation for financial planning services for all NEOs and spouse business travel for all NEOs except Mr. Hayes. The amount for Mr. Hayes also includes tax equalization payments related to his foreign assignment as it is the Corporation's policy to neutralize the tax effects by limiting the assignee's tax costs to what the assignee would have paid had the assignee not resided in the foreign location. Beginning in 2010, tax reimbursements for financial planning services and spouse business travel were eliminated.

ZEQ.=3,SEQ=32,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=704659,FOLIO='29',FILE='DISK131:[09ZEO1.09ZEO10501]DO10501A.;15',USER='MBRADT',CD=';8-MAR-2010;12:15'

COMMAND=ADD_TXTHEX,"PMS3135" GRANTS OF PLAN-BASED AWARDS TABLE

The table on page 31 summarizes the plan-based awards granted by the Corporation to the NEOs during 2009, which includes the following:

Awards made under the Annual Incentive Compensation Plan are determined based on economic value added performance. For the NEOs, awards can range from 0 to 200 percent of target. Amounts earned in excess of 200 percent are banked and may be paid over time in one-third increments based on corporate and/or operating unit performance.

Awards under the LTCIP are granted on an annual basis and are determined based on Ball's total shareholder return relative to the group of S&P 500 companies described in the CD&A as well as Ball's ROAIC. Each executive is eligible to receive a range of awards that is based on the executive's average base salary plus target incentive compensation during the three-year performance period. The target and maximum award values shown in the table below reflect projected increases in target total compensation of 4 percent per year during the performance period. The actual target and maximum award values may vary depending on future changes to target total compensation and on the Corporation's performance. The award made in 2009 is for the three-year performance period beginning January 1, 2009, and ending December 31, 2011.

Performance contingent restricted stock units were granted to the NEOs in 2009. The awards will cliff vest after the performance period provided the Corporation's return on average invested capital exceeds its weighted average cost of capital of 6.8 percent as established at the beginning of the performance period.

SARs were granted to the NEOs in 2009. The awards vest annually in 25 percent increments starting on the first anniversary of the date of grant. Should the price of Ball's stock increase during the vesting period, each NEO would receive upon exercise a number of shares of Corporation stock that reflects the value of the appreciation over the original grant price. ISOs were also granted to the NEOs in 2009, with a vesting schedule identical to that of the SARs.

Dividends or dividend equivalents are paid quarterly on the number of unlapsed restricted shares or restricted stock units accounted for on the record date used for determining dividends payable to shareholders and at the same dividend rate as paid to shareholders.

The vesting of plan-based awards may be accelerated as described in the narrative to the Other Potential Post-Termination Employment Benefits Table.

ZEQ.=4,SEQ=33,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=45653,FOLIO='30',FILE='DISK131:[09ZEO1.09ZEO10501]DO10501A.;15',USER='MBRADT',CD=';8-MAR-2010;12:15'

Grants of Plan-Based Awards Table

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User-specified TAGGED TABLE

							Exercise or Base Price of Equity Incentive Plan Awards or Option Awards ($ per Share)	Grant Date Fair Value of Equity Incentive Plan Awards and Stock and Option Awards (1)
					Estimated Future Payouts Under Equity Incentive Plan Awards Target #	All Other Option Awards: Number of Securities Underlying Options (#)
			Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Name	Grant Date		Threshold ($)	Target ($)	Maximum ($)
R. David Hoover	01-Jan-09	(2)	$ 493,943	$ 987,885	$ 1,975,770
	01-Jan-09	(3)	$	$ 1,289,158	$ 2,578,316
	28-Jan-09	(4)			56,000	(4)	$ 40.08	$ 2,244,480
	28-Jan-09					200,000	$ 40.08	$ 2,130,000
	01-Oct-09	(5)	$	$ 480,726	$ 721,090
Raymond J. Seabrook	01-Jan-09	(2)	$ 120,268	$ 250,557	$ 501,114
	01-Jan-09	(3)	$	$ 356,048	$ 712,096
	28-Jan-09	(4)			14,500	(4)	$ 40.08	$ 581,160
	28-Jan-09					64,000	$ 40.08	$ 681,600
	01-Oct-09	(5)	$	$ 249,728	$ 374,592
John R. Friedery (6)	01-Jan-09	(2)	$ 94,228	$ 196,308	$ 392,616
	01-Jan-09	(3)	$	$ 304,678	$ 609,356
	28-Jan-09	(4)			8,500	(4)	$ 40.08	$ 340,680
	28-Jan-09					37,000	$ 40.08	$ 394,050
David A. Westerlund	01-Jan-09	(2)	$ 94,602	$ 197,087	$ 394,174
	01-Jan-09	(3)	$	$ 323,389	$ 646,778
	28-Jan-09	(4)			13,000	(4)	$ 40.08	$ 521,040
	28-Jan-09					60,000	$ 40.08	$ 639,000
	01-Oct-09	(5)	$	$ 189,585	$ 284,378
John A. Hayes	01-Jan-09	(2)	$ 176,145	$ 356,484	$ 712,968
	01-Jan-09	(3)	$	$ 445,024	$ 890,048
	28-Jan-09	(4)			21,000	(4)	$ 40.08	$ 841,680
	28-Jan-09					92,500	$ 40.08	$ 985,125
	01-Oct-09	(5)	$	$ 301,755	$ 452,632

end of user-specified TAGGED TABLE

(1) The grant date fair value of equity incentive plan awards, based on the probable outcome of the performance condition, and stock and option awards all calculated in accordance with FASB ASC Topic 718, and as referenced in the Corporation's Annual Report on Form 10-K in Notes 1 and 19 to the Consolidated Financial Statements for the fiscal year ended December 31, 2009. (2) Represents grants made under the LTCIP. Payout levels are based on projected average base salary plus target incentive compensation over the three-year period ending December 31, 2011 (utilizing actual base salary for 2009 and 2010, and a 4 percent increase in base salary for 2011). (3) Represents grants made under the Annual Incentive Compensation Plan. (4) Represents performance contingent restricted stock units granted January 28, 2009, at a value of $40.08, with an assumption of probable outcome if the performance measurements are met. (5) Represents grants made under the Special Acquisition Incentives Plan. Payout levels are based on projected average base salary over a three-year period ending December 31, 2012 (utilizing actual base salary for 2010, and a 4 percent increase in base salary for 2011 and 2012). (6) Effective January 31, 2010, Mr. Friedery was no longer employed by the Corporation. As a result, the LTCIP award, the performance contingent restricted stock unit award, and the unvested portion of the option award reported above were forfeited.

ZEQ.=5,SEQ=34,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=298825,FOLIO='31',FILE='DISK131:[09ZEO1.09ZEO10501]DO10501A.;15',USER='MBRADT',CD=';8-MAR-2010;12:15' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

COMMAND=ADD_TXTHEX,"PMS3135" OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2009

The following table outlines the outstanding option awards and stock awards held by the NEOs as of December 31, 2009. The outstanding option awards and stock awards represented in the table were granted to the NEOs over a period of several years, including 2009.

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User-specified TAGGED TABLE

Name	Option Awards — Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable (1)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Stock Awards — Number of Shares or Units of Stock That Have Not Vested (#) (2)	Market Value of Shares or Units of Stock That Have Not Vested ($) (3)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3)
R. David Hoover	6,761				$ 8.2657	4/25/2010	12,000	$ 620,400	173,750	$ 8,982,875
	300,000				$ 10.6125	3/6/2011
	172,000				$ 23.7450	4/23/2012
	52,544				$ 28.1550	4/22/2013
	82,000				$ 39.7400	4/27/2015
	87,000	(5)	29,000	(5)	$ 43.6900	4/26/2016
	3,000		1,000		$ 43.6900	4/26/2016
	65,500	(5)	65,500	(5)	$ 49.3200	4/25/2017
	2,000		2,000		$ 49.3200	4/25/2017
	30,612	(5)	91,838	(5)	$ 50.1100	4/23/2018
	137		413		$ 50.1100	4/23/2018
			200,000	(5)	$ 40.0800	1/28/2019
Raymond J. Seabrook	100,000				$ 10.6125	3/6/2011	4,000	$ 206,800	48,000	$ 2,481,600
	32,000				$ 23.7450	4/23/2012
	8,544				$ 28.1550	4/22/2013
	19,500				$ 39.7400	4/27/2015
	23,250	(5)	7,750	(5)	$ 43.6900	4/26/2016
	1,000		1,000		$ 43.6900	4/26/2016
	16,250	(5)	16,250	(5)	$ 49.3200	4/25/2017
	1,000		2,000		$ 49.3200	4/25/2017
	7,862	(5)	23,588	(5)	$ 50.1100	4/23/2018
	137		413		$ 50.1100	4/23/2018
			64,000	(5)	$ 40.0800	1/28/2019
John R. Friedery (6)	22,000				$ 39.7400	4/27/2015	4,000	$ 206,800	33,000	$ 1,706,100
	23,250	(5)	7,750	(5)	$ 43.6900	4/26/2016
			1,000		$ 43.6900	4/26/2016
	16,250	(5)	16,250	(5)	$ 49.3200	4/25/2017
	2,000		2,000		$ 49.3200	4/25/2017
	4,237	(5)	12,713	(5)	$ 50.1100	4/23/2018
	137		413		$ 50.1100	4/23/2018
			37,000	(5)	$ 40.0800	1/28/2019
David A. Westerlund	70,000				$ 10.6125	3/6/2011	4,000	$ 206,800	44,500	$ 2,300,650
	40,000				$ 23.7450	4/23/2012
	16,000				$ 28.1550	4/22/2013
	19,500				$ 39.7400	4/27/2015
	23,250	(5)	7,750	(5)	$ 43.6900	4/26/2016
	3,000		1,000		$ 43.6900	4/26/2016
	16,250	(5)	16,250	(5)	$ 49.3200	4/25/2017
	2,000		2,000		$ 49.3200	4/25/2017
	7,362	(5)	22,088	(5)	$ 50.1100	4/23/2018
	137		413		$ 50.1100	4/23/2018
			60,000	(5)	$ 40.0800	1/28/2019
John A. Hayes	24,000				$ 23.7450	4/23/2012	14,750	$ 762,575	57,000	$ 2,946,900
	9,500				$ 28.1550	4/22/2013
	12,000				$ 39.7400	4/27/2015
	15,750	(5)	5,250	(5)	$ 43.6900	4/26/2016
	3,000		1,000		$ 43.6900	4/26/2016
	13,134	(5)	13,134	(5)	$ 49.3200	4/25/2017
	1,866		1,866		$ 49.3200	4/25/2017
	10,375	(5)	31,125	(5)	$ 50.1100	4/23/2018
			1,000		$ 40.0800	1/28/2019
			91,500	(5)	$ 40.0800	1/28/2019

end of user-specified TAGGED TABLE

ZEQ.=1,SEQ=35,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=439422,FOLIO='32',FILE='DISK131:[09ZEO1.09ZEO10501]DQ10501A.;13',USER='MBRADT',CD=';8-MAR-2010;12:13' (1) The vesting schedule for the unexercisable stock options for each NEO is as follows:

(2) The vesting schedule for shares or units not yet vested for each NEO is as follows:

(3) The market value of shares is based on $51.70, the closing price of Ball Corporation Common Stock on December 31, 2009. (4) The vesting date for the units not yet vested for each NEO is as follows:

(5) Represents a grant of stock-settled stock appreciation rights. (6) Effective January 31, 2010, John R. Friedery was no longer employed by the Corporation. As a result, the unvested portion of the Option Awards and Stock Awards reported above were forfeited.

COMMAND=ADD_TXTHEX,"PMS3135" OPTION EXERCISES AND STOCK VESTED IN 2009

The following table summarizes for each NEO the options exercised and the stock awards vested during 2009. The options that were exercised by each NEO were granted in prior years and became exercisable pursuant to a prescribed vesting schedule. The value realized on exercise reflects the appreciation in the stock price from the option base price on grant date to the exercise date and is reported on a before-tax basis. The shares acquired upon vesting for each NEO were for restricted stock/units granted in prior years that vested pursuant to a prescribed vesting schedule. The value realized reflects the closing stock price on the vesting date and is also reported on a before-tax basis. NEOs can defer the receipt of units of certain awards into the Ball Corporation 2005 Deferred Compensation Company Stock Plan, pursuant to which distributions may take place no earlier than the participant's separation from service. Information regarding the 2005 Deferred Compensation Company Stock Plan is provided in the "Non-Qualified Deferred Compensation" section that follows. Footnotes are provided to detail circumstances when amounts realized upon vesting were

ZEQ.=2,SEQ=36,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=602832,FOLIO='33',FILE='DISK131:[09ZEO1.09ZEO10501]DQ10501A.;13',USER='MBRADT',CD=';8-MAR-2010;12:13'

deferred. The value realized on vesting also includes the vested value of dividend equivalents paid during 2009 on all outstanding restricted stock or restricted stock units.

COMMAND=ADD_TABLEWIDTH,"100%"

User-specified TAGGED TABLE

Name	Option Awards — Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Stock Awards — Number of Shares Acquired on Vesting (#) (2)	Value Realized on Vesting ($) (1) (2) (3)
R. David Hoover	37,456	$ 1,310,572	27,000	$ 1,359,680
Raymond J. Seabrook	30,000	$ 1,266,953	7,200	$ 347,392
John R. Friedery	42,000	$ 1,059,187	7,800	$ 413,380
David A. Westerlund	40,000	$ 1,639,119	7,200	$ 345,992
John A. Hayes		$	10,450	$ 481,601

end of user-specified TAGGED TABLE

(1) Value realized on vesting is based on the closing stock price on the day the restricted stock or restricted stock units vested. (2) Amounts deferred upon vesting of stock awards for each NEO is as follows:

(3) Value realized on vesting also includes the value of dividend equivalents vested and paid during 2009 on outstanding restricted stock or restricted stock units. Dividend equivalents paid are based on the number of outstanding shares or units on the record date at a dividend rate equal to that paid to the Corporation's common shareholders. Dividend equivalents paid during 2009 for each NEO is as follows:

COMMAND=ADD_TXTHEX,"PMS3135" NON-QUALIFIED DEFERRED COMPENSATION

The Corporation has three active deferred compensation plans to which eligible participants may make contributions. They are: (1) the 2005 Ball Corporation Deferred Compensation Plan, (2) the 2005 Ball Corporation Deferred Compensation Company Stock Plan, and (3) the 2005 Ball Corporation Deferred Compensation Plan for Directors. The three active plans provide for investment earnings and distributions and were implemented in 2005 in order to administer and operate the deferred compensation program in good faith compliance with Code Section 409A. Plans dated prior to 2005 are closed to participant contributions; however, they continue to provide for investment earnings and distributions. The CEO, CFO and the other NEOs are participants in the 2005 Deferred Compensation Plan and the 2005 Deferred Compensation Company Stock Plan and have balances in one or more of the prior plans. Below is a summary of the key elements of the three active plans:

ZEQ.=3,SEQ=37,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=971331,FOLIO='34',FILE='DISK131:[09ZEO1.09ZEO10501]DQ10501A.;13',USER='MBRADT',CD=';8-MAR-2010;12:13'

Participant distributions from any of the prior plans are based on the payment schedule elected by the participant, which could be in the form of a lump sum or annual installments ranging between two and fifteen years. The basis for investment earnings may vary by plan as follows:

ZEQ.=4,SEQ=38,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=731809,FOLIO='35',FILE='DISK131:[09ZEO1.09ZEO10501]DQ10501A.;13',USER='MBRADT',CD=';8-MAR-2010;12:13'

The table below provides information related to the Corporation's deferred compensation plans. The Aggregate Balance at Last FYE represents compensation earned, deferred and accumulated by the NEOs over many years and does not represent current year compensation.

Non-Qualified Deferred Compensation Table

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User-specified TAGGED TABLE

Name	Executive Contributions in Last FY ($)	Registrant Contributions in Last FY ($)	Aggregate Earnings in Last FY ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)
R. David Hoover	$ 1,278,180	$ 20,000	$ 7,932,352	$	$ 44,698,326
Raymond J. Seabrook	$ 289,672	$ 20,000	$ 1,699,587	$	$ 9,529,253
John R. Friedery	$ 395,760	$ 20,000	$ 1,487,733	$	$ 8,174,061
David A. Westerlund	$ 325,152	$ 20,000	$ 1,938,953	$	$ 10,402,800
John A. Hayes	$ 125,472	$ 20,000	$ 864,943	$	$ 4,145,784

end of user-specified TAGGED TABLE

The following footnote quantifies, as required, the extent to which the amounts reported in the Contributions and Earnings columns above are reported as compensation in the Summary Compensation Table in fiscal year 2009, and the amounts reported in the Aggregate Balance column above have been reported in the Summary Compensation Table in all years since 2006. Please note that the aggregate balance also includes amounts earned and reported as compensation in years prior to 2006. The footnote also includes the earnings measures for amounts reported in the Aggregate Earnings column.

ZEQ.=5,SEQ=39,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=983856,FOLIO='36',FILE='DISK131:[09ZEO1.09ZEO10501]DQ10501A.;13',USER='MBRADT',CD=';8-MAR-2010;12:13'

COMMAND=ADD_TXTHEX,"PMS3135" PENSION BENEFITS

Retirement benefits are provided to the NEOs under a qualified salaried defined benefit pension plan and a non-qualified Supplemental Executive Retirement Plan ("SERP"). The 2009 Pension Benefits Table on page 39 shows each NEO's number of years of credited service, present value of accumulated benefits and payments during fiscal year 2008 for the qualified plan and the SERP. The present value of the accumulated benefit is the December 31, 2009 value of the annual benefit that was earned as of December 31, 2009.

The Corporation offers two qualified salaried defined benefit pension plans in the U.S. that provide the same benefits. One plan covers its Aerospace subsidiary's salaried employees and the other covers all other U.S. salaried employees. The NEOs are covered under the latter. The qualified plans were designed to provide tax-qualified pension benefits that are generally available to all U.S. salaried employees. Effective January 1, 2007, the Corporation changed the formula by which the accrued pension benefit under the plans is determined. Prior to January 1, 2007, the accrued pension benefit expressed as a monthly annuity payable at age 65 was based on final average salary, covered compensation and years of service. After January 1, 2007, the accrued pension benefit is a monthly annuity that is equivalent to a lump sum payable when the participant reaches age 65 calculated on base salary each year, the Social Security Wage Base and a multiple based on years of service. Payments of accrued benefits earned may be in the form of an annuity, lump sum or a combination of both, depending on the election of the participant at retirement. The Corporation also sponsors a non-qualified SERP. The SERP mirrors the pension plans and is designed to replace the benefits that would have been provided under the pension plans if they were not subject to IRS-imposed limits. Under the Code, the maximum permissible benefit from the qualified plans for retirement in 2009 is $195,000 and annual compensation exceeding $245,000 in 2009 cannot be considered in computing the maximum permissible benefit under the plans.

Terms for Accrued Benefits Prior to January 1, 2007

The monthly accrued benefit for benefits earned prior to January 1, 2007, was determined according to the following formula:

Final Monthly Average Salary is calculated based on the highest average for any 60 consecutive months out of the last 120 months, through December 31, 2006.

Covered Compensation is an average of the Social Security Wage Base in effect during a NEO's career. The Social Security Wage Base is the maximum monthly amount of income on which FICA taxes are due. The years included in the average are the 35 years ending in the year the NEO is eligible for an unreduced social security benefit. This portion of the benefit formula accounts for the fact that social security does not cover earnings over a certain level.

Benefit Service is a NEO's service as a salaried employee with the Corporation plus any service with a predecessor plan as appropriate. Participants are 100 percent vested in their benefit at the time they are credited with five or more years of service with the Corporation.

Normal retirement age under the plan is 65 with a minimum of five years of benefit service, but a participant may elect to receive payment upon termination or at any time after reaching age 55. Benefits paid before age 65 are subject to reduction based on the age and service at termination. Participants who terminate employment after age 55 with at least 10 years of vesting service will receive a reduction of benefit equal to 4 percent for each year that benefit commencement age precedes age 65 but is greater than age 60, and a 6 percent reduction for each year that benefit commencement age precedes age 60. Benefits for participants not meeting these requirements are reduced for payment prior to age 65 on an actuarial equivalent basis.

ZEQ.=6,SEQ=40,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=232748,FOLIO='37',FILE='DISK131:[09ZEO1.09ZEO10501]DQ10501A.;13',USER='MBRADT',CD=';8-MAR-2010;12:13'

Terms for Accrued Benefits Beginning January 1, 2007

The monthly annuity, which is the equivalent of a lump sum benefit payable at age 65 is based on a percentage of the participant's base pay each year as follows:

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User-specified TAGGED TABLE

If, at the beginning of the year, benefit service is:	Annual lump sum benefit accrued and payable at age 65
0 to 9 full years of benefit service	11.5 percent of base pay + 5 percent of base pay over 50 percent of SSWB (1)
10 to 19 full years of benefit service	13.0 percent of base pay + 5 percent of base pay over 50 percent of SSWB (1)
20 or more full years of benefit service	15.0 percent of base pay + 5 percent of base pay over 50 percent of SSWB (1)

end of user-specified TAGGED TABLE

(1) "SSWB" is the Social Security Wage Base, which is the maximum earnings on which the participant pays FICA tax each year. This portion of the pension formula accounts for the fact that social security does not cover earnings over a certain level.

Base pay is the NEO's base salary during the calendar year excluding incentive compensation, severance pay or vacation payouts.

Upon termination or retirement, the vested pension benefit accrued beginning January 1, 2007, may be paid to the participant in either a lump sum or annuity. If the benefit is paid prior to age 65, the benefit will be reduced 5 percent compounded annually for each year the payment is made before such age.

Terms for SERP Accrued Benefits

Since the SERP mirrors the qualified pension plan, the formulas for deriving the SERP accrued benefits are the same as those described above for the pension plans; however, the amount of retirement benefit the participants receive is equal to the difference between the benefit calculated without IRS limits and the benefits calculated using the IRS limits. Effective January 1, 2007, the SERP was amended by the Committee to provide participants with benefits accrued as of December 31, 2006, a one-time option to elect the form of payment under which the participant will receive benefits in the future. The payment options available consist of various annuities and a lump sum. For all SERP benefits accrued beginning January 1, 2007, participants will receive benefits only in the form of a lump sum. In accordance with Code Section 409A, payments from the SERP will commence six months after termination of employment. The SERP was also amended to provide that when determining lump sum payments, the SERP would use the same assumptions that exist in the salaried retirement plans except that the interest rate used shall be equal to four-fifths of the interest rate used to determine lump sum benefits under those salaried retirement plans in recognition that payments from the SERP cannot be rolled to a tax-deferred account such as an IRA.

Present Value Assumptions

The Present Value of Accumulated Benefit reported in the table below is based on the following assumptions, which are consistent with those used for the Corporation's Consolidated Financial Statements for fiscal year ending December 31, 2009:

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Discount Rate	6.00 Percent
Mortality	RP-2000 Mortality Table
Preretirement Decrements	None
Form of Pension Payment	Life Only Annuity10 Percent Lump Sum90 Percent

end of user-specified TAGGED TABLE

ZEQ.=7,SEQ=41,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=71709,FOLIO='38',FILE='DISK131:[09ZEO1.09ZEO10501]DQ10501A.;13',USER='MBRADT',CD=';8-MAR-2010;12:13'

Pension Benefits Table

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User-specified TAGGED TABLE

Name — R. David Hoover	Qualified	39.5	Present Value of Accumulated Benefit ($) — $ 1,217,928	Payments During Last Fiscal Year ($) — $
	SERP	39.5	$ 4,776,365	$
Raymond J. Seabrook	Qualified	17.2	$ 392,873	$
	SERP	17.2	$ 56,245	$
John R. Friedery	Qualified	21.3	$ 351,552	$
	SERP	21.3	$ 316,279	$
David A. Westerlund	Qualified	34.3	$ 755,810	$
	SERP	34.3	$ 498,212	$
John A. Hayes	Qualified	10.9	$ 102,101	$
	SERP	10.9	$ 62,639	$

end of user-specified TAGGED TABLE

COMMAND=ADD_TXTHEX,"PMS3135" OTHER POTENTIAL POST-TERMINATION EMPLOYMENT BENEFITS

This section provides information related to the potential post-termination employment benefits that could be payable or due to the CEO, CFO and the other NEOs under various termination scenarios. Such potential benefits payable or due may result from the Corporation's obligation to the executive under (1) any existing compensation and benefit plan, policy, practice or program of the Corporation that is generally available to all participants, or (2) under any agreement specifically entered into by the Corporation and the executive.

In general, the compensation and benefit elements provided to employees, including the CEO, CFO and the other NEOs, are governed by provisions, terms or procedures of plan documents, policies and practices that define the rights of and the obligations due to the participant in the case of termination of employment. These provisions, terms or procedures apply to all employees, including the CEO, CFO and the other NEOs receiving such compensation or benefit. Such compensation and benefit elements would include annual incentive compensation, long-term cash incentives, long-term equity incentives, retirement benefits and deferred compensation.

Ball has entered into certain severance benefit and change in control agreements with the CEO, CFO and the other NEOs which contain provisions that require Ball to provide post-termination payments or benefits to each in the event of termination of employment without cause or termination following a change in control of the Corporation. The Corporation does not have employment agreements with any of these executives. The respective agreements with the NEOs contain customary non-compete provisions, non-solicitation provisions, non-disparagement provisions and confidentiality covenants, and were amended and restated in 2008 to conform with the Code Section 409A final regulations.

ZEQ.=8,SEQ=42,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=418543,FOLIO='39',FILE='DISK131:[09ZEO1.09ZEO10501]DQ10501A.;13',USER='MBRADT',CD=';8-MAR-2010;12:13' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

The key provisions, terms or procedures that would apply to the CEO, CFO and the other NEOs for the various compensation and benefit elements under various termination scenarios are provided in the table below. It is followed by another table containing an estimate of the compensation payable or the value of compensation elements due to the CEO, CFO and other NEOs under the various termination scenarios assuming termination was effective at the end of the fiscal year 2009.

Post-Termination Employment Benefits Summary

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Component	Voluntary or Termination for Cause	Death	Disability	Termination Without Cause
Cash Severance	No additional benefits received.	No additional benefits received.	No additional benefits received.	CEO2 times base salary plus target annual
incentive. All Other NEOs1.5 times base salary plus target annual
incentive. Form of payment to all NEOs is a lump sum.	All NEOs2 times base salary plus target annual
incentive, which is paid in a lump sum.
Treatment of Annual Incentives	If terminated mid-performance cycle, NEOs age 55 or above
receive a prorated portion of the award at the end of the performance cycle contingent on meeting the performance goal.	If death occurs mid-performance cycle, NEOs' beneficiaries
receive a prorated portion of the award at the end of the performance cycle contingent on meeting the performance goal.	If disability occurs mid-performance cycle, NEOs receive a
prorated portion of the award at the end of the performance cycle contingent on meeting the performance goal.	If terminated mid-performance cycle, NEOs receive a
prorated portion of the award at the end of the performance cycle contingent on meeting the performance goal.	If terminated mid-performance cycle, NEOs receive a
prorated portion of the target award.
Treatment of Long-Term Cash Incentives	If terminated mid-performance cycle, NEOs age 55 or above
receive a prorated portion of the award at the end of the cycle contingent on meeting the performance goal.	If death occurs mid-performance cycle, NEOs' beneficiaries
receive a prorated portion of the award at the end of the cycle contingent on meeting the performance goal.	If disability occurs mid-performance cycle, NEOs receive a
prorated portion of the award at the end of the performance cycle contingent on meeting the performance goal.	If terminated mid-performance cycle, NEOs age 55 or above
receive a prorated portion of the award at the end of the performance cycle contingent on meeting the performance goal.	LTCIPNEOs receive a lump sum payment based on the
performance at the end of the calendar year immediately preceding the change in control. Special AcquisitionNEOs receive a prorated portion of
the target award.

end of user-specified TAGGED TABLE

ZEQ.=1,SEQ=43,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=293960,FOLIO='40',FILE='DISK131:[09ZEO1.09ZEO10501]DS10501A.;19',USER='MBRADT',CD=';8-MAR-2010;12:21'

Post-Termination Employment Benefits SummaryContinued

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Component	Voluntary or Termination for Cause	Death	Disability
Treatment of Restricted Stock/Deposit Shares	Restricted Stock/UnitsAll unvested stock/units are
forfeited. Deposit SharesNEOs age 55 or above receive a prorated
portion of unvested stock/units. All other NEOs forfeit unvested stock/units.	Restricted Stock/UnitsAll unvested stock/units
vest. Deposit SharesAll unvested stock/units vest.	Restricted Stock/UnitsAll unvested stock/units
vest. Deposit SharesAll unvested stock/units vest.	Restricted Stock/UnitsAll unvested stock/units are
forfeited. Deposit SharesNEOs age 55 or above receive a prorated
portion of unvested stock/units. All other NEOs forfeit unvested stock/units.	Restricted Stock/UnitsAll unvested stock/units
vest. Deposit SharesAll unvested stock/units vest.
Treatment of Performance Contingent Restricted Stock Units	For NEOs age 55 or above with 15 years of service or
age 60 or above with 10 years of service and who have signed a non-compete agreement, unvested units will cliff vest on the vest date if the performance measure is achieved. For all other NEOs, the unvested units are forfeited.	All unvested units vest.	All unvested units vest.	For NEOs age 55 or above with 15 years of service or
age 60 or above with 10 years of service and who have signed a non-compete agreement, unvested units will cliff vest on the vest date if the performance measure is achieved. For all other NEOs, the unvested units are forfeited.	All unvested units vest.
Treatment of Stock Options	Stock Options Granted Prior to 2007Unvested shares
are forfeited. For NEOs age 55 or above, options remain exercisable for a maximum of 2 years (90 days for incentive stock options). For all other NEOs, the options remain exercisable for 30 days.	Stock OptionsAll options vest.	Stock OptionsShares continue to vest pursuant to the
original vesting schedule.	Stock Options Granted Prior to 2007Unvested shares
are forfeited. For NEOs age 55 or above, options remain exercisable for a maximum of 2 years (90 days for incentive stock options). For all other NEOs, the options remain exercisable for 30 days.	Stock OptionsAll options vest and in lieu of Common
Stock issuable upon exercise, the NEOs are paid a lump sum amount equal to the number of outstanding shares underlying the options times the excess of the closing stock price on the date of termination over the exercise price.

end of user-specified TAGGED TABLE

ZEQ.=2,SEQ=44,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=852971,FOLIO='41',FILE='DISK131:[09ZEO1.09ZEO10501]DS10501A.;19',USER='MBRADT',CD=';8-MAR-2010;12:21'

Post-Termination Employment Benefits SummaryContinued

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User-specified TAGGED TABLE

Component	Voluntary or Termination for Cause	Death	Disability	Termination Without Cause	Termination Following a Change in Control
Treatment of Stock Options (cont.)	Stock Options Granted in 2007for NEOs age 55 or
above with 15 years of service or age 60 or above with 10 years of service and who have signed a non-compete agreement, unvested options will continue to vest under the normal schedule and options will remain exercisable for a maximum of
5 years (90 days for incentive stock options). For all other NEOs, the same provisions as those described above for grants made prior to 2007 are applicable.			Stock Options Granted in 2007For NEOs age 55 or
above with 15 years of service or age 60 or above with 10 years of service and who have signed a non-compete agreement, unvested options will continue to vest under the normal schedule and options will remain exercisable for a maximum of
5 years (90 days for incentive stock options). For all other NEOs, the same provisions as those described above for grants made prior to 2007 are applicable.
Retirement Benefits	No additional benefits received.	No additional benefits received.	No additional benefits received.	CEOPaid a lump sum amount equal to an additional
2 years of service credited. All Other NEOsPaid a lump sum amount equal to an
additional 1.5 years of service credited.	All NEOsPaid a lump sum amount equal to an
additional 2 years of service credited.
Health and Welfare Benefits	No additional benefits received.	No additional benefits received.	Continue for period of disability.	CEOContinued for 2 years. All Other NEOsContinued for 1.5 years.	All NEOsContinued for 2 years.
Other Benefits	Financial planning services valued at $10,000 per year for
2 years.	No additional benefits received.	No additional benefits received. Long-term disability payment of up to $15,000 per
month.	Outplacement benefits valued at $20,000. Financial planning services valued at $10,000 per year for
2 years.	Outplacement benefits valued at $20,000. Payment for excise taxes incurred as a result of Code
Section 280G excess payments, if applicable.

end of user-specified TAGGED TABLE

A termination without cause will be triggered if the NEO is terminated in either an Actual Termination not for cause or a Constructive Termination. An Actual Termination is any termination by the Corporation for reasons other than death or disability or for cause or by the executive for reasons other than Constructive Termination. A Constructive Termination means, in general terms, any significant reduction in duties, compensation or benefits or change of office location from those in effect immediately prior to the change in control, unless agreed to by the executive.

ZEQ.=3,SEQ=45,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=765376,FOLIO='42',FILE='DISK131:[09ZEO1.09ZEO10501]DS10501A.;19',USER='MBRADT',CD=';8-MAR-2010;12:21'

Payments associated with a termination following a change in control will be triggered if both of the following two events occur:

A change in control occurs. A "change in control" can occur by virtue, in general terms, of an acquisition by any person of 30 percent or more of the Corporation's voting shares, a merger in which the shareholders of the Corporation before the merger own 50 percent or less of the Corporation's voting shares after the merger, shareholder approval of a plan of liquidation or a plan to sell or dispose of substantially all of the assets of the Corporation, and if, during any two-year period, directors at the beginning of the period fail to constitute a majority of the Board. 2. The executive is terminated in either an Actual Termination or a Constructive Termination not for cause.

With respect to change in control agreements executed prior to 2010, in the event benefits are paid because of a change in control and such benefits are subject to Code Section 280G, the Corporation would reimburse the executive for such excise taxes paid, together with taxes incurred as a result of such reimbursement. Beginning in 2010, all newly executed change in control agreements will not include excise tax reimbursement.

The table below represents the amounts potentially payable to the NEOs under various termination scenarios. The values assume termination on December 31, 2009, with stock awards and unexercisable stock options benefit values based on the Corporation's December 31, 2009, stock price of $51.70.

ZEQ.=4,SEQ=46,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=866028,FOLIO='43',FILE='DISK131:[09ZEO1.09ZEO10501]DS10501A.;19',USER='MBRADT',CD=';8-MAR-2010;12:21'

Estimated Post-Termination Employment Benefits Table

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User-specified TAGGED TABLE

Name	Voluntary or for Cause	Death	Disability	Without Cause	Change in Control
R. David Hoover
Cash Severance	$	$	$	$ 4,746,000	$ 4,746,000
Long-Term Cash Incentive	$ 985,821	$ 985,821	$ 985,821	$ 985,821	$ 1,894,229
Outstanding Stock Awards	$ 473,262	$ 620,400	$ 620,400	$ 473,262	$ 620,400
Outstanding Performance Awards	$ 8,982,875	$ 8,982,875	$ 8,982,875	$ 8,982,875	$ 8,982,875
Unexercisable Stock Options	$ 2,871,629	$ 2,871,629	$ 2,871,629	$ 2,871,629	$ 2,871,629
Retirement Benefits	$	$	$	$ 493,252	$ 493,252
Health & Welfare	$	$	$	$ 15,640	$ 21,105
Perquisites	$ 20,000	$	$	$ 40,000	$ 20,000
Total	$ 13,333,587	$ 13,460,725	$ 13,460,725	$ 18,608,479	$ 19,649,490
Raymond J. Seabrook
Cash Severance	$	$	$	$ 1,250,775	$ 1,667,700
Long-Term Cash Incentive	$ 230,608	$ 230,608	$ 230,608	$ 230,608	$ 432,937
Outstanding Stock Awards	$ 181,984	$ 206,800	$ 206,800	$ 181,984	$ 206,800
Outstanding Performance Awards	$ 2,481,600	$ 2,481,600	$ 2,481,600	$ 2,481,600	$ 2,481,600
Unexercisable Stock Options	$ 895,364	$ 895,364	$ 895,364	$ 895,364	$ 895,364
Retirement Benefits	$	$	$	$ 131,587	$ 184,022
Health & Welfare	$	$	$	$ 20,148	$ 32,373
Perquisites	$ 20,000	$	$	$ 40,000	$ 20,000
Total	$ 3,809,556	$ 3,814,372	$ 3,814,372	$ 5,232,066	$ 5,920,796
John R. Friedery
Cash Severance	$	$	$	$ 1,118,700	$ 1,491,600
Long-Term Cash Incentive	$	$ 189,189	$ 189,189	$	$ 370,260
Outstanding Stock Awards	$	$ 206,800	$ 206,800	$	$ 206,800
Outstanding Performance Awards	$	$ 1,706,100	$ 1,706,100	$	$ 1,706,100
Unexercisable Stock Options	$	$ 564,333	$ 564,333	$	$ 564,333
Retirement Benefits	$	$	$	$ 83,278	$ 117,171
Health & Welfare	$	$	$	$ 20,148	$ 31,322
Perquisites	$ 20,000	$	$	$ 40,000	$ 20,000
Total	$ 20,000	$ 2,666,422	$ 2,666,422	$ 1,262,126	$ 4,507,586
David A. Westerlund
Cash Severance	$	$	$	$ 1,136,025	$ 1,514,700
Long-Term Cash Incentive	$ 206,615	$ 206,615	$ 206,615	$ 206,615	$ 390,408
Outstanding Stock Awards	$ 181,984	$ 206,800	$ 206,800	$ 181,984	$ 206,800
Outstanding Performance Awards	$ 2,300,650	$ 2,300,650	$ 2,300,650	$ 2,300,650	$ 2,300,650
Unexercisable Stock Options	$ 846,499	$ 846,499	$ 846,499	$ 846,499	$ 846,499
Retirement Benefits	$	$	$	$ 111,081	$ 155,948
Health & Welfare	$	$	$	$ 11,597	$ 20,965
Perquisites	$ 20,000	$	$	$ 40,000	$ 20,000
Total	$ 3,555,748	$ 3,560,564	$ 3,560,564	$ 4,834,451	$ 5,455,970
John A. Hayes
Cash Severance	$	$	$	$ 2,012,500	$ 2,012,500
Long-Term Cash Incentive	$	$ 266,214	$ 266,214	$	$ 499,004
Outstanding Stock Awards	$	$ 762,575	$ 762,575	$	$ 762,575
Outstanding Performance Awards	$	$ 2,946,900	$ 2,946,900	$	$ 2,946,900
Unexercisable Stock Options	$	$ 1,210,101	$ 1,210,101	$	$ 1,210,101
Retirement Benefits	$	$	$	$ 80,282	$ 112,201
Health & Welfare	$	$	$	$ 20,429	$ 30,795
Perquisites	$ 20,000	$	$	$ 40,000	$ 20,000
Total	$ 20,000	$ 5,185,790	$ 5,185,790	$ 2,153,211	$ 7,594,076

end of user-specified TAGGED TABLE

COMMAND=ADD_TXTHEX,"PMS3135" DIRECTOR COMPENSATION

The table set forth below summarizes the 2009 compensation paid to each of the Corporation's nonemployee directors. Effective January 1, 2009, the director compensation program consists of a $70,000 annual fixed cash retainer, a $15,000 target annual incentive cash retainer, an annual restricted stock award valued at $100,000, and an $8,000 annual committee chair cash retainer. The annual incentive retainer is subject to the Corporation's performance under

ZEQ.=5,SEQ=47,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=485960,FOLIO='44',FILE='DISK131:[09ZEO1.09ZEO10501]DS10501A.;19',USER='MBRADT',CD=';8-MAR-2010;12:21'

the same performance measures as the Annual Incentive Compensation Plan, which is based on economic value added principles. The actual amount paid may range from $0 to $30,000. Additionally, a newly elected director will be awarded a one-time grant of 3,000 restricted stock units upon joining the Board and an annual restricted stock award valued at $100,000 at the time of the Corporation's Annual Meeting. Nonemployee directors may defer payment of all or a portion of their annual fixed, incentive and committee chair retainers to the 2005 Ball Corporation Deferred Compensation Plan for Directors or the 2005 Ball Corporation Deferred Compensation Company Stock Plan. Elections to defer the retainers are made annually. Details regarding the material terms of the plans are provided in the "Non-Qualified Deferred Compensation" section on page 34. The table sets out the cash compensation earned for 2009, with any other compensation payments as noted below.

Director Compensation Table

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Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (2)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($) (3)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($) (4)	Total ($)
Robert W. Alspaugh	$ 70,000	$ 100,003	$	$ 16,800	$	$ 22,960	$ 209,763
Hanno C. Fiedler	$ 70,000	$ 100,003	$	$ 16,800	$	$ 37,950	$ 224,753
John F. Lehman	$ 78,000	$ 100,003	$	$ 16,800	$	$ 18,060	$ 212,863
Georgia R. Nelson	$ 78,000	$ 100,003	$	$ 16,800	$	$ 18,060	$ 212,863
Jan Nicholson	$ 78,000	$ 100,003	$	$ 16,800	$	$ 2,460	$ 197,263
George M. Smart	$ 70,000	$ 100,003	$	$ 16,800	$	$ 21,460	$ 208,263
Theodore M. Solso	$ 70,000	$ 100,003	$	$ 16,800	$	$ 16,460	$ 203,263
Stuart A. Taylor II	$ 78,000	$ 100,003	$	$ 16,800	$	$ 18,210	$ 213,013
Erik H. van der Kaay	$ 70,000	$ 100,003	$	$ 16,800	$	$ 20,000	$ 206,803

end of user-specified TAGGED TABLE

(1) Values represent fees for annual fixed retainer, meetings and chair fees under the nonemployee director compensation program. All nonemployee directors except Mr. Fiedler and Ms. Nicholson deferred payment of their cash fees to the 2005 Deferred Compensation Plan for Directors or the 2005 Deferred Compensation Company Stock Plan. Mr. van der Kaay deferred $20,000 of the annual fixed retainer payment. (2) Reflects the fair value of restricted stock awards granted in 2009, calculated in accordance with FASB ASC Topic 718. (3) Values represent the annual incentive retainer achieved for 2009, which was paid in February 2010, based on a performance factor of 112 percent applied to the $15,000 target for all nonemployee directors. All nonemployee directors except for Mr. Fiedler and Ms. Nicholson deferred payment of their 2009 annual incentive retainer in February 2010 to the 2005 Deferred Compensation Company Stock Plan. (4) The value for all directors except for Mr. Fiedler reflects company contributions for the 20 percent company match up to a maximum of $20,000 available under the 2005 Deferred Compensation Company Stock Plan as described in the CD&A and narrative accompanying the Deferred Compensation Table. The value for Messrs. Alspaugh and Smart also include a $6,500 and $5,000 company match, respectively, of donations made pursuant to the Corporation's Matching Gift Programs. The value of $37,950 for Mr. Fiedler reflects payments made to Mr. Fiedler for serving as chair of the Supervisory Board of Ball Packaging Europe GmbH. The amount was originally paid in euros and has been converted to dollars based on a conversion rate of 1.43 dollars/euros as of December 31, 2009.

Additional Footnote Information:

(a) The following represents the total value of plan-based awards granted to nonemployee directors during 2009:

(b) The aggregate number of outstanding stock awards and stock options for each nonemployee director as of December 31, 2009, are as follows:

ZEQ.=6,SEQ=48,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=337591,FOLIO='45',FILE='DISK131:[09ZEO1.09ZEO10501]DS10501A.;19',USER='MBRADT',CD=';8-MAR-2010;12:21'

COMMAND=ADD_TXTHEX,"PMS3135" REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Corporation's Board consists of nonemployee directors who are independent under the NYSE Listing Standards and SEC rules.

Management is responsible for the Corporation's (1) accounting policies, (2) the system of internal accounting controls over financial reporting, (3) disclosure controls and procedures, (4) the performance of PricewaterhouseCoopers LLP, the independent auditor, (5) the Internal Audit Department and (6) compliance with laws and regulations and applicable ethical business standards. The independent auditor is responsible for performing an audit of the Corporation's consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board ("PCAOB") and issuing a report thereon as well as issuing an opinion on the effectiveness of the Corporation's internal control over financial reporting.

The Committee's responsibility is to monitor and oversee the internal controls over financial reporting and disclosure controls and procedures and to engage and evaluate the independent auditor. Management has represented to the Committee that the financial statements for the Corporation for the year ended December 31, 2009, were prepared in accordance with generally accepted accounting principles of the U.S., and the Committee has reviewed and discussed those financial statements with management and the independent auditor. The Committee has also discussed with the independent auditor the matters required to be discussed by Statement of Auditing Standards, as amended, the PCAOB Auditing Standards and the NYSE Listing Standards.

The Corporation's independent auditor provided to the Committee on a quarterly basis the written disclosures and letter required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence. The Committee has discussed with the independent auditor that firm's independence and that firm's internal quality control procedures, peer reviews and the investigations or inquiries by governmental or professional authorities disclosed by the independent auditor.

Based upon the Committee's review and discussion with management and the independent auditor, the representations of management and the disclosures and letter of the independent auditor (as required by PCAOB Rule 3526) to the Committee, the Committee recommended to the Board that the audited consolidated financial statements in the Corporation's Annual Report on Form 10-K, including management's and the independent auditor's opinion of the Corporation's effectiveness of internal control over financial reporting as of December 31, 2009, be filed with the SEC.

The foregoing report has been furnished by the following directors and members of the Audit Committee:

ZEQ.=7,SEQ=49,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=798896,FOLIO='46',FILE='DISK131:[09ZEO1.09ZEO10501]DS10501A.;19',USER='MBRADT',CD=';8-MAR-2010;12:21'

THIS IS THE END OF A COMPOSITION COMPONENT

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COMMAND=ADD_TXTHEX,"PMS3135" VOTING ITEM 2RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR

As disclosed in this Proxy Statement, during 2009 PricewaterhouseCoopers LLP rendered audit and non-audit services to the Corporation. Representatives of PricewaterhouseCoopers LLP will be present at the 2010 Annual Meeting of Shareholders and will have an opportunity to make a statement, if desired, as well as to respond to appropriate questions.

The Board of Directors recommends that shareholders vote "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as the Corporation's independent auditor for 2010.

COMMAND=ADD_TXTHEX,"PMS3135" VOTING ITEM 3PROPOSAL TO APPROVE THE 2010 STOCK AND CASH INCENTIVE PLAN

On January 27, 2010, the Board approved the 2010 Stock and Cash Incentive Plan (the "Plan") for submission to shareholders. Under the Plan 4,500,000 shares of Common Stock will be reserved for issuance (approximately 4.9 percent of the outstanding common shares as of March 1, 2010). The Plan will not become effective until it is approved by the Corporation's shareholders. In accordance with applicable NYSE Listing Standards, the Board is asking the Corporation's shareholders to approve the Plan so that the Corporation may use the shares authorized in the Plan, as well as cash, to assist the Corporation in achieving its goals of increasing profitability and shareholder value, while receiving a federal income tax deduction for certain compensation paid under the Plan pursuant to Section 162(m) of the Internal Revenue Code (the "Code") and qualifying such shares for incentive stock option tax treatment under Section 422 of the Code.

Reasons for Approval of the 2010 Stock and Cash Incentive Plan

The Board of Directors recommends approval of the Plan in the form attached as Exhibit A to this Proxy Statement. Capitalized terms used below are defined in the attached Plan.

The Board believes that the Corporation and its shareholders have benefited substantially over the years from the use of stock options, stock appreciation rights, restricted stock, restricted stock units and other Awards and incentives as an effective means to secure, motivate and retain competent key personnel. Such equity incentives, beginning with the first plan in 1958 and continuing with several successor plans, have been significant factors in the success and growth of the Corporation. The 2005 Stock and Cash Incentive Plan reserved an aggregate of 8,000,000 shares of Common Stock for issuance to key employees and nonemployee directors and 1,228,887 shares remain available for equity grants as of March 1, 2010. However, upon shareholder approval of the Plan, the remaining shares available under the 2005 Stock and Cash Incentive Plan will be canceled.

Believing that a new plan is both necessary and appropriate for the Corporation to continue offering meaningful incentives to key employees and directors of the Corporation and its subsidiaries, the Board approved the Plan on January 27, 2010, subject to approval by the shareholders.

The Plan reserves for issuance a total of 4,500,000 shares of Common Stock for grants of Options, Stock Awards (i.e., Shares, Stock Units and Restricted Stock) and Stock Appreciation Rights ("SARs") to eligible Awardees. Shares subject to Awards that are canceled, expire or are forfeited will be available for re-grant under the Plan. The Corporation may reacquire shares (including shares purchased on the open market or authorized but unissued shares). For purposes of determining the number of Shares available for grant under the Plan, each Share subject to or issued in respect of an Option or a SAR shall be counted against the total authorized shares as one share. The Plan implements "fungible share counting" which counts each Share subject to or issued in respect of an Award other than an Option or SAR against the total authorized shares as 2.21 shares. Shares tendered in payment of the exercise price of an Option and Shares withheld by the Corporation or otherwise received by the Corporation to satisfy tax withholding obligations shall not be available for future grants. Further, no more than 500,000 shares subject to Options or SARs may be granted to any Awardee in any calendar year, except that in connection with his or her initial service, an Awardee may also be granted Options or SARs up to an additional 500,000 shares. The shares are subject to adjustment resulting from certain

ZEQ.=1,SEQ=50,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=947507,FOLIO='47',FILE='DISK131:[09ZEO1.09ZEO10501]DU10501A.;21',USER='MBRADT',CD=';8-MAR-2010;12:13'

changes in capitalization or corporate structure, including stock splits, reverse stock splits, stock dividends, other changes in capitalization, mergers, combinations, dissolution, recapitalizations or reclassification of the Common Stock.

The Plan will be administered by the Board of Directors or a Committee consisting of two or more nonemployee independent directors or its delegates (collectively the "Administrator"). The Board or a committee comprised solely of nonemployee directors will administer the Plan as to grants and awards to directors. The principal features of the Plan are summarized below under "2010 Stock and Cash Incentive Plan Summary"; however, this summary should be read subject to the full text of the Plan attached as Exhibit A and incorporated herein by reference.

Existing Incentive Plans

The Board has identified several ways in which to compensate officers, key employees, other employees and directors of the Corporation that are consistent with increasing shareholder value. In addition to the employee's base pay, the Corporation has utilized an economic value added annual incentive compensation plan since 1992. This plan provides an opportunity for employees to earn between zero and two times their target incentive compensation based on the Corporation's (or relevant operating unit's) performance against economic value added targets. Amounts earned in excess of two times their target incentive compensation are banked and paid out over time.

In addition, long-term incentive compensation, special acquisition-related incentive, stock option, restricted stock/units, deposit share plans, and performance-based restricted stock units have all been utilized from time to time to align the interests of participants with the interests of shareholders of the Corporation. These plans are described in detail above in the Compensation Discussion & Analysis section of the proxy. The use of a variety of equity based and other incentives was important to creating such close alignment with shareholder interests and facilitating the Corporation's successful performance.

The Corporation last sought and obtained shareholder approval of a stock and cash based incentive plan in 2005. The Board is seeking approval of the 2010 Stock and Cash Incentive Plan so that the Corporation is able to continue to provide appropriate incentives to motivate and/or retain officers, directors, employees, consultants and independent contractors and continue to align their interests with the interests of the shareholders. The average number of stock awards granted under the Corporation's equity plans during the last three years has been approximately 1.37 percent of the average common shares outstanding at the end of the last three years.

The following table sets forth information regarding outstanding options and full value awards as of March 1, 2010. These figures represent an update to those provided in our Form 10-K for the fiscal year ended December 31, 2009, filed on February 25, 2010, primarily as a result of stock option exercises, stock award lapses, award cancellations and annual equity Awards approved by the Human Resources Committee of the Board of Directors on January 27, 2010.

COMMAND=ADD_TABLEWIDTH,"100%"

User-specified TAGGED TABLE

Options Outstanding — 6,520,790	39.91	6.59	971,074

end of user-specified TAGGED TABLE

The following table sets forth information regarding awards granted and/or earned, the burn rate for each of the last three fiscal years and the average burn rate over the last three years. The Full-Value Shares Granted column includes nonperformance stock award grants of 65,212; 71,543; and 54,328 for 2007, 2008 and 2009, respectively. This is supplemental to the equity award information reported in the Form 10-K for each of those fiscal years.

COMMAND=ADD_TABLEWIDTH,"100%"

User-specified TAGGED TABLE

Year — 2009	1,236,300	224,328	1,797,120	93,786,000	1.92 %
2008	879,000	71,543	1,057,858	95,857,000	1.10 %
2007	949,200	65,212	1,112,230	101,186,000	1.10 %
				3-year average	1.37 %

end of user-specified TAGGED TABLE

(1) Full-Value Shares Granted includes performance-based awards in the year in which they are earned and not in the year in which they are granted. The 2009 figure includes performance-based awards of 170,000 granted in 2007 and earned in 2009. There were no performance-based awards earned in 2007 or 2008.

ZEQ.=2,SEQ=51,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=470446,FOLIO='48',FILE='DISK131:[09ZEO1.09ZEO10501]DU10501A.;21',USER='MBRADT',CD=';8-MAR-2010;12:13'

The burn rate is calculated as (a) all option awards and nonperformance restricted stock units granted in a fiscal year plus (b) actual performance-based restricted stock units vested in a fiscal year; divided by the number of basic common shares outstanding at the end of that fiscal year. Shares canceled or forfeited are not excluded from the calculation. Awards earned upon the attainment of performance criteria are counted in the year in which they are earned rather than the year in which they are granted. The Corporation continues to manage its burn rate of awards granted to reasonable levels in light of changes in its business and the number of outstanding shares while ensuring that our overall executive compensation program is competitive and supports the Corporation's performance objectives.

2010 Stock and Cash Incentive Plan Summary

Awards and Eligibility

The Plan provides for Awards which are defined to include Cash Awards, Options or opportunities to participate in SARs and Stock Awards (i.e., Shares, Stock Units and Restricted Stock). Under the Plan, Stock Options to purchase the Corporation's Common Stock may be granted to directors (except no Incentive Stock Options may be granted to nonemployee directors) and key executive, administrative, professional and technical employees, including corporate officers of the Corporation or any of its subsidiaries, consultants and independent contractors. The directors and the number of key employees who will be selected to participate in the Plan are not identifiable at this time. The benefits or amounts payable under the Plan are discretionary and are not determinable.

Stock Awards

Stock Awards may consist of the issuance of Shares, Stock Units and Restricted Stock. The grant, issuance, retention and/or vesting of each Stock Award may be subject to such performance criteria and level of achievement versus these criteria as the Administrator shall determine, which criteria may be based on financial performance, personal performance evaluations and/or completion of service by the Awardee. Notwithstanding anything to the contrary in the Plan, the performance criteria for any Stock Award that is intended to satisfy the requirements for "performance-based compensation" under Section 162(m) of the Code shall be established by the Committee based on one or more of the Qualifying Performance Criteria that satisfy the requirements of Section 162(m) of the Code, which will be determined by the Committee and specified in writing generally not later than 90 days after the commencement of the period of service to which the performance goals relate, provided that the outcome is substantially uncertain at that time.

Unless otherwise designated by the Administrator during the period of restriction, a holder of Restricted Shares will have all rights of a shareholder after Shares are issued to the Participant. The Corporation will retain the stock certificates until the lapse of any applicable restrictions. The Administrator, at its sole discretion, will establish a Participant's rights to receive Restricted Stock in the event the Participant's employment or a director's service is terminated prior to vesting, such rights to be reflected in the Participant's Award Agreement.

The Administrator may provide for, subject to Applicable Laws, dividend payments or dividend equivalents with respect to a number of Stock Awards to a Participant holding or beneficially entitled to nonperformance-based Stock Awards. A Participant holding or beneficially entitled to performance-based Stock Awards shall be entitled to receive dividend equivalents accrued if and when the performance criteria of the Award is met. At the discretion of the Board or Committee, Participants may be entitled to dividends declared with respect to shares earned in connection with the grant of Stock Units. The Administrator may establish the terms and conditions of any payout of Stock Units or shares (if any) upon the termination of the Participant's employment or service on the Board. The Administrator may modify or amend each Award, including, but not limited to, the allocation of vesting and/or exercisability, but such allocation shall be limited to circumstances of death, disability, retirement or change in control.

Stock Options

Each Stock Option will have a term no longer than ten years from the date of grant, and will be exercisable as decided by the Administrator in accordance with law. Incentive Stock Options may be exercised upon termination of employment or the termination of a director's service, as the Administrator shall determine in accordance with applicable law. No Incentive Stock Option may be granted under the Plan after the tenth anniversary of the adoption date of the Plan.

ZEQ.=3,SEQ=52,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=694665,FOLIO='49',FILE='DISK131:[09ZEO1.09ZEO10501]DU10501A.;21',USER='MBRADT',CD=';8-MAR-2010;12:13'

The exercise price for both Incentive Stock Options and Non-Qualified Stock Options shall not be less than 100 percent of the fair market value of the Corporation's Common Stock on the date of grant, defined to be the closing price of the Corporation's Common Stock as published in the Wall Street Journal report of the New York Stock ExchangeComposite Transactions. The exercise price may be paid in cash and/or check or wire transfer or, with the consent of the Administrator, in Common Stock which the Awardee owns or in such other form as permitted by the Administrator. The exercise price under each Stock Option will not change during the life of the Option (subject to adjustment as provided in the Plan to reflect certain corporate transactions), regardless of changes in the market value of the Common Stock. The Administrator will not amend or replace, without shareholder approval, previously granted Stock Options in any transaction that constitutes a "repricing" as such term is used under the rules of the NYSE. Except in the event of changes in capitalization, dissolution, liquidation or a change in control of the Corporation, the terms of any outstanding awards may not, without stockholder approval, be amended to reduce the exercise price of outstanding Options or cancel outstanding Options in exchange for cash, other Awards or Options with an exercise price that is less than the exercise price of the original Options. As of March 1, 2010, the fair market value, as defined, of the Corporation's Common Stock was $54.60 per share.

Stock Appreciation Rights

Each SAR entitles the holder to receive, upon exercise, the difference between the fair market value of a share of Common Stock on the date of exercise over the exercise price of each SAR, multiplied by the number of shares with respect to which the SAR is exercised. SARs may be granted in tandem with a Stock Option.

A SAR may be awarded based upon the attainment of certain performance criteria. The exercise price per share of any SAR will not be less than 100 percent of the fair market value of a share of Common Stock on the date the SAR is granted. The term of each SAR will be determined by the Administrator. SARs will be paid in cash, in shares or in a combination thereof, as the Administrator may determine at the time of such grant. The Administrator will not amend or replace without shareholder approval, previously granted SARs in any transaction that constitutes a "repricing" as such term is used under the rules of the NYSE. Except in the event of changes in capitalization, dissolution, liquidation or a change in control of the Corporation, the terms of any outstanding awards may not, without stockholder approval, be amended to reduce the exercise price of outstanding SARs or cancel outstanding SARs in exchange for cash, other Awards or SARs with an exercise price that is less than the exercise price of the original SARs. Each SAR shall have a term no longer than ten years from the date of grant.

Cash Awards

Subject to the terms of the Plan, Cash Awards may be granted to eligible employees or nonemployee Directors at any time as determined by the Administrator, as appropriate. The Administrator may establish the amount of other incentive awards granted, the applicable related performance period and performance goals and other terms and conditions applicable to such grant. For an Award that is intended to satisfy the requirements of Section 162(m) of the Code, the Committee will establish the percentage of target Cash Award and the performance criteria based on one or more Qualifying Performance Criteria that satisfy the requirements of Section 162(m) of the Code for such Award.

The maximum amount payable as a Cash Award that is settled for cash may be a multiple of the target amount payable, but the maximum amount payable pursuant to that portion of the Cash Award granted under the Plan for any fiscal year to any Awardee that is intended to satisfy the requirements for "Performance-Based Compensation" under Section 162(m) of the Code shall not exceed $10,000,000.

Awards Nontransferable

Unless determined otherwise by the Administrator, an Award may not be assigned, transferred, pledged or otherwise encumbered by an Awardee, other than by will, beneficiary designation or the laws of descent and distribution.

Section 162(m) of the Internal Revenue Code

Section 162(m) of the Code permits the Corporation to deduct from income compensation over $1,000,000 to the extent such amounts qualify as "Performance-Based Compensation" under Section 162(m) of the Code and the Corporation intends to grant Awards under the Plan that so qualify. The performance criteria are the following: (i) cash flow; (ii) earnings (including gross margin, earnings before interest and taxes, earnings before taxes, and net earnings);

ZEQ.=4,SEQ=53,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=912520,FOLIO='50',FILE='DISK131:[09ZEO1.09ZEO10501]DU10501A.;21',USER='MBRADT',CD=';8-MAR-2010;12:13'

(iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return on equity or average shareholders' equity; (vii) total shareholder return or growth in total shareholder return either directly or in relation to a comparative group; (viii) return on capital; (ix) return on assets or net assets; (x) invested capital, required rate of return on capital or return on invested capital; (xi) revenue; (xii) income or net income; (xiii) operating income, net operating income or net operating income after tax; (xiv) operating profit or net operating profit; (xv) operating margin; (xvi) return on operating revenue; (xvii) market share; (xviii) contract awards or backlog; (xix) overhead or other expense reduction; (xx) growth in shareholder value relative to the growth of the S&P 500 or S&P 500 Index, S&P Global Industry Classification Standards ("GICS") or GICS Index, or another index, peer group or peer group index; (xxi) credit rating; (xxii) strategic plan development and implementation; (xxiii) improvement in workforce diversity; (xxiv) economic value added (including typical adjustments consistently applied from generally accepted accounting principles required to determine economic value added performance measures); (xxv) customer satisfaction; (xxvi) merger and acquisitions; (xxvii) sustainability goals; (xxviii) measurements of risk; (xxvix) safety improvements; (xxx) reductions in scrap; and (xxxi) other similar criteria consistent with the foregoing. The Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occur during a performance period: (A) asset impairments or write-downs; (B) litigation, judgments or claim settlements; (C) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (D) accruals for reorganization and restructuring programs; (E) any extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in management's discussion and analysis of financial condition and results of operations appearing in the Corporation's Annual Report to shareholders for the applicable year; and (F) any other adjustment consistent with the operation of the Plan. Notwithstanding the foregoing, Awards intended to comply with Section 162(m) of the Code shall be based exclusively on those criteria and other terms and conditions that so comply. The Plan also permits Awards to be granted that are not intended to satisfy the requirements of Section 162(m) of the Code.

Deferral

In order to encourage directors, officers and key employees to invest in and retain ownership of the Corporation's shares, employees may be permitted to defer all or some of their Awards under this Plan, as well as shares and matches of shares. Deferrals may be for such periods and upon such terms as the Administrator may determine in its sole discretion and in accordance with Section 409A of the Code and any Treasury Department or Internal Revenue Service Regulations or Guidance.

Deferrals by Awardees that are not exempt from Section 409A of the Code will be made in accordance with Section 409A of the Code. The terms of these deferrals, and any related programs, procedures, Award Agreements and other related documents shall be determined by the Administrator, in its sole discretion. Any such terms, including terms with respect to eligibility to make or change deferral elections, and timing, form, and if applicable, acceleration of, distributions shall comply with the applicable requirements of Section 409A of the Code or shall otherwise be exempt from Section 409A of the Code.

Change in Control

In order to protect the Awardees' rights in the event of a Change in Control of the Corporation (as defined in the Plan), the Plan provides for the immediate vesting of all outstanding Options and SARs granted under the Plan that are outstanding at the time of the Change in Control if the Awardee's employment is terminated within 12 months following the Change in Control without Cause (as defined in the Plan) or by the Awardee upon the occurrence of Constructive Termination (as defined in the Plan); and such Stock Awards, Options and SARs shall become fully vested and exercisable and all restrictions on such Awards shall immediately lapse without regard to the number of years that have elapsed from the date of grant or when the performance criteria have been achieved.

With respect to Awards under the Plan that are deferred, the definition of Change in Control shall have the meaning set forth in Section 409A of the Code and any Treasury Department or Internal Revenue Service Regulations or Guidance.

ZEQ.=5,SEQ=54,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=963894,FOLIO='51',FILE='DISK131:[09ZEO1.09ZEO10501]DU10501A.;21',USER='MBRADT',CD=';8-MAR-2010;12:13' THIS IS THE END OF A COMPOSITION COMPONENT

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Term of the Plan

If approved by the shareholders, the Plan will be effective on April 28, 2010, and will continue in effect for a term of ten years from the later of the date of the Plan or any amendment to add shares to the Plan which is approved by the shareholders of the Corporation. Incentive Stock Options will have a term of ten years from April 28, 2010, until April 28, 2020, after which time no Incentive Stock Option will be granted unless otherwise authorized by the shareholders. The foregoing is subject to the right of the Board or Committee to terminate or cancel the Plan.

Administration of the Plan

The Plan will be administered by the Administrator. With respect to officers and directors of the Corporation, the Plan will be administered by the Board or a Committee consisting of no fewer than two nonemployee independent directors. The Administrator will decide to whom and when to make grants, the number of shares to be covered by the grants and any special terms or provisions relating to Awards. The Administrator may at any time adopt such resolutions, rules and regulations for the Plan and interpret the Plan as it deems advisable. No shares shall be issued or transferred pursuant to a Stock Award unless all legal requirements applicable to the issuance of shares have, in the opinion of the General Counsel, been ratified.

Recoupment

If the Board or an appropriate Committee of the Board determines that any fraud or intentional misconduct by one or more Officers or other executives of the Corporation, or an Affiliate, at a level of Vice President or above caused the Corporation, directly or indirectly, to restate its financial statements and the Officer or such executive has received more compensation than would have been paid absent the fraud or intentional misconduct, the Board or Committee, in its discretion, shall take such action as it deems necessary or appropriate to remedy the fraud or intentional misconduct and prevent its recurrence. Such action may include requiring partial or full reimbursement of any incentive compensation paid to such Officer or such executive or causing the partial or full cancellation of outstanding incentive compensation awards, restricted stock awards and/or stock options previously granted to such Officer or such executive in the amount by which such compensation exceeded any lower payment that would have been made based on the restated financial results.

Amendment and Termination

The Board or Committee may amend, alter or discontinue the Plan, but any such amendment shall be subject to approval of the shareholders of the Corporation in the manner and to the extent required by applicable law. No amendment, suspension or termination of the Plan shall adversely affect the rights of any outstanding Award, unless mutually agreed otherwise in writing and signed by the Participant and the Administrator.

U.S. Federal Tax Consequences

The following summary constitutes a brief overview of the principal federal income tax consequences relating to the above-described Awards based upon current federal income tax laws. This summary is not intended to be exhaustive and does not discuss the tax consequences arising in the context of the employee's death or the tax consequences of any municipal, state, local or foreign taxes. The American Jobs Creation Act of 2004 added legislation concerning deferred compensation, with which the Plan must comply. In this regard, it is the Corporation's intent that the Plan and Awards granted thereunder avoid adverse tax consequence by reason of the application of this legislation.

An Awardee will not realize income upon the granting of a Stock Option under the Plan, nor would the Corporation be entitled to a deduction at such time.

Generally, there will be no realization of income by the Awardee upon the exercise of an Incentive Stock Option (generally if exercised no later than three months after any termination of employment). If the Awardee sells shares acquired upon exercise of an Incentive Stock Option of Common Stock after the later of one year from the exercise date or two years from the date of grant, any gain or loss on the sale generally will be treated as a long-term capital gain or loss, and the Corporation will not be entitled to any deduction on account of the issuance of Common Stock or the grant of the Incentive Stock Option. The tax consequences of any untimely exercise or disposition of shares with respect to an Incentive Stock Option will be determined in accordance with the rules applicable to Non-Qualified Stock Options. The amount by which the fair market value of the stock on the exercise date of an Incentive Stock Option exceeds the

ZEQ.=1,SEQ=55,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=297316,FOLIO='52',FILE='DISK131:[09ZEO1.09ZEO10501]DW10501A.;11',USER='MBRADT',CD=';8-MAR-2010;12:13'

option price, however, will be an item of tax adjustment for purposes of the "alternative minimum tax" imposed by Section 55 of the Internal Revenue Code, as amended.

Upon the exercise of a Non-Qualified Stock Option, the Awardee will realize compensation income in the amount of the excess of the fair market value of the Corporation's Common Stock on the day of exercise over the stock option exercise price. The tax basis of any shares acquired upon exercise of a Non-Qualified Stock Option Shares of Common Stock received will be the fair market value of such shares on the date the stock option is exercised.

With respect to Restricted Stock or Stock Units, an Awardee will generally not realize income at the date of the award, nor would the Corporation be entitled to a deduction at that time. The Awardee generally will realize compensation income in an amount equal to the fair market value of the awarded shares at the time the restrictions lapse on such shares, and the Corporation will be entitled to a corresponding tax deduction. Dividends paid to Awardees prior to the lapse of restrictions generally will be taxed as compensation income to the Awardee and deductible as such by the Corporation.

When a SAR is exercised (the difference between the value of the SAR or the grant over the value at the date of exercise), the Awardee will realize compensation income equal to the fair market value of such cash or Common Stock received upon such exercise or lapse of such restrictions (less any consideration paid by the Awardee for such award). The Corporation would be entitled to a deduction for federal income tax purposes in the amount and in the year that the Awardee realizes the compensation income. The tax basis of any shares of any Common Stock received will be the fair market value of such shares on the date the SAR is exercised.

The Plan and Awards granted thereunder are designed and intended, to the extent applicable, to comply with the requirements of Section 409A of the Code, as amended, and any Treasury Department or Internal Revenue Service Regulations or Guidance.

Awardees who are residents of foreign countries may be subject to the tax laws of those countries.

Shareholder Approval

The Plan will be approved if the votes cast in favor of the Plan exceed the votes cast opposing approval of the Plan. Abstentions and broker nonvotes are considered neither a vote "for" nor "against."

The Board of Directors recommends that shareholders vote "FOR" the proposal to approve the 2010 Stock and Cash Incentive Plan.

COMMAND=ADD_TXTHEX,"PMS3135" VOTING ITEM 4SHAREHOLDER PROPOSAL REGARDING ADVISORY RESOLUTION REGARDING COMPENSATION OF NAMED EXECUTIVE OFFICERS

Information regarding a shareholder proposal is set forth below. Ball Corporation disclaims any responsibility for the content of this precatory proposal and statement of support, which is presented as received from the shareholder. Gerald R. Armstrong, 820 Sixteenth Street, No. 705, Denver, Colorado 80202-3227, who owns 208 shares of Common Stock, has given notice that he intends to present for action the shareholder proposal at the Annual Meeting.

The Board of Directors recommends that shareholders vote "AGAINST" this shareholder proposal.

COMMAND=ADD_TXTHEX,"PMS3135" SHAREHOLDER PROPOSAL

COMMAND=ADD_TXTHEX,"PMS3135" RESOLUTION

That the shareholders of BALL CORPORATION request its Board of Directors to adopt a policy that provides shareholders the opportunity at each annual meeting to vote on an advisory resolution, prepared by management, to ratify the compensation of named executive officers listed in the proxy statement's Summary Compensation Table.

ZEQ.=2,SEQ=56,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=192355,FOLIO='53',FILE='DISK131:[09ZEO1.09ZEO10501]DW10501A.;11',USER='MBRADT',CD=';8-MAR-2010;12:13'

The proposal submitted to shareholder should clearly state that the vote is nonbinding and would not affect any compensation paid or awarded any named executive officer.

COMMAND=ADD_TXTHEX,"PMS3135" STATEMENT

The proponent of this proposal, presented proposals is the last two annual meetings to declassify the terms of directors from three years to one year. Each time, the proposal received a majority of the votes cast on the proposal but our board seems to have disregarded this.

Our Chairman who holds the double role of President, serves as a director of Energizer Holdings, Qwest Communications International, Inc., and Irwin Financial Corporation, according to our last proxy statement.

Undoubtedly, he is no longer a director of Irwin Financial as our government has seized Irwin's two financial subsidiaries.

I believe his compensation from Ball Corporation is for full-time employment and he should not be raking in fees from other corporations. I remain concerned about the levels of compensation afforded our top management. The following table summarizes the compensation paid to our executives:

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User-specified TAGGED TABLE

	2008	2007	2004
R. David Hoover	$ 8,111,298	$ 7,477,898	$ 7,210,375
Raymond J. Seabrook	2,163,256	2,035,514	1,977,108
John R. Friedery	1,893,032	1,914,160	2,049,119
David A. Westerlund	2,111,237	1,979,854	1,827,533
John A. Hayes	2,775,393	3,242,740	N/L

end of user-specified TAGGED TABLE

The proxy statement for the 2009 annual meeting discloses the Non-Qualified Deferred Compensation plan, the Salaried defined pension plan, Golden Parachutes, Golden coffin payments for NEO's beneficiaries, Long-term cash incentive program, Performance Stock Units, and Paid Financial Planning (from the $8,111,298 compensation to our chairman, is this benefit justified?).

Mushrooming compensation is a great concern to shareholders. The Council of Institutional Investors recommends timely adoption of shareholders proposals on this subject. "There is no doubt that executive compensation lies at the root of the current financial crisis" wrote Paul Hodgson of The Corporate Library.

Many corporations have adopted similar proposals.

An Advisory vote establishes an annual referendum process for shareholders about executive compensation. This should provide useful information to our board and management about shareholder views on executive compensation.

If you agree, please vote "FOR" this proposal.

COMMAND=ADD_TXTHEX,"PMS3135" STATEMENT IN OPPOSITION TO THE SHAREHOLDER PROPOSAL

We recognize the importance of executive compensation to shareholders and the increased concern in light of recent economic conditions. After careful consideration, the Board does not believe that the adoption of this proposal is in the best interests of the Corporation's shareholders and recommends that shareholders vote against this proposal for the following reasons.

The Board believes that the Corporation's compensation policies and practices are prudent and result in compensation that is closely tied to Ball's financial performance and is aligned with increasing shareholder value. Executive compensation programs are reviewed annually and are administered by the Human Resources Committee of the Board of Directors, which is comprised of nonmanagement, independent directors. These programs are designed to support the Corporation's pay-for-performance philosophy. As discussed in the CD&A, an independent executive compensation consultant is engaged by and reports directly to the Committee. The consultant is retained to provide recommendations

ZEQ.=3,SEQ=57,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=606875,FOLIO='54',FILE='DISK131:[09ZEO1.09ZEO10501]DW10501A.;11',USER='MBRADT',CD=';8-MAR-2010;12:13'

to the Committee relating to all aspects of executive compensation programs. When determining the compensation of the executive officers of the Corporation, the Committee intends that the combination of executive compensation closely aligns the executive's interest with those of the shareholders. The Committee considers target total compensation in relation to the 50th percentile of comparably sized companies based on general industry data, compensation, data from a selected group of peer companies, an assessment of individual performance, financial and operating performance of the Corporation and appropriate business judgment. Typically, over 80 percent of the NEOs' compensation is at risk, based on performance. Various cash and equity compensation components are tied to short- and long-term performance measures. We have provided detailed information for our shareholders regarding the various elements of compensation and the purpose of each element in the CD&A. Mr. Armstrong's statement regarding "mushrooming compensation" is an unfair characterization of our compensation changes over the years.

The Board does not believe a simple "for" or "against" advisory vote would provide useful information regarding the shareholders' views on executive compensation as suggested by the proponent. The complex design of the Corporation's executive compensationwhich involves fixed salary, annual and multi-year compensation and equitywould make it difficult to interpret such voting results. It would be impossible to determine whether the vote was motivated by one aspect of compensation or another, or compensation for one executive or another, or an entire compensation package for all of the executives. Understanding the reasons behind the voting results is critical in order for the Corporation to respond in any meaningful manner. Several other factors further complicate such a vote, such as the Corporation's multi-year performance plans, which cover multiple years but are paid out only after the end of the multi-year period. It would be difficult for shareholders to assess a payout, particularly if there was poor performance in the year of payment but good performance during the multi-year period.

We believe that shareholders of the Corporation already have in place opportunities to provide timely, meaningful feedback regarding executive compensation. Shareholders have direct access to the Board and the Board welcomes comments regarding executive compensation policies and programs as well as any other concerns. Management also conducts quarterly earnings conference calls, which provide an opportunity for questions, and meets regularly with institutional investors at industry conferences. We believe these channels of communication provide an opportunity for shareholders to engage directly with the Board and management, providing useful input regarding executive compensation, rather than an after-the-fact vote that cannot provide any details regarding the driving force(s) behind the voting results.

The matter of shareholder ratification of executive compensation has been the subject of legislation introduced in Congress in 2009. While we believe such legislation is unwise, if such legislation is passed, this shareholder proposal may be superseded and could be inconsistent with such federal legislation. Approval of the proposal at this time would be premature in light of the potential for legislative action in the near future.

For these reasons, the Board of Directors recommends that shareholders vote "AGAINST" this shareholder proposal.

COMMAND=ADD_TXTHEX,"PMS3135" VOTING ITEM 5SHAREHOLDER PROPOSAL REGARDING APPROVAL OF RIGHTS PLAN

Information regarding a shareholder proposal is set forth below. Ball Corporation disclaims any responsibility for this precatory proposal and statement of support, which is presented as received from the shareholder. The California State Teachers Retirement System, known as "CalSTRS," 100 Waterfront Place, MS-04, West Sacramento, California 95605-2807, which owns 1,081,602 shares of Common Stock, has given notice that it intends to present for action the shareholder proposal at the Annual Meeting.

The Board of Directors recommends that shareholders vote "AGAINST" this shareholder proposal.

ZEQ.=4,SEQ=58,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=679059,FOLIO='55',FILE='DISK131:[09ZEO1.09ZEO10501]DW10501A.;11',USER='MBRADT',CD=';8-MAR-2010;12:13'

COMMAND=ADD_TXTHEX,"PMS3135" SHAREHOLDER PROPOSAL

COMMAND=ADD_TXTHEX,"PMS3135" Proposal

RESOLVED: The shareholders of Ball Corporation request that our Board adopt a rule to redeem any current or future rights plan (Poison Pill) unless such plan or amendments to the plan are submitted to a shareholder vote, as a separate ballot item, within 12 months.

COMMAND=ADD_TXTHEX,"PMS3135" Supporting Statement

While CalSTRS is not opposed to Ball Corp. having a poison pill, we recognize a poison pill could reduce management accountability in a manner that adversely affects shareholder value. Additionally, poison pills can also be used to entrench current management or to negotiate larger benefits for executives at the target firm as opposed to a larger premium for shareholders. Therefore, we believe it is a matter of good governance that any pill or modification to a pill be ratified by the shareholders of the company.

The Corporate Library, a leading provider of independent governance analysis, has given Ball Corporation a C rating and lists Takeover Defenses as a "Very High Concern." The corporate Library states:

"The company still has the strong takeover defenses that have been our chief concern about the company: it has an effective classified board (a classified board which is nearly impossible for shareholders to declassify, due to particular provisions in the company's charter or bylaws) as well as a poison pill. We continue to believe that these features, in and of themselves, are frequently misaligned with shareholder interests."

The Council of Institutional Investors, an organization of over 140 public, union, and corporate pension funds whose assets exceed $3 trillion, has called for giving shareholders the right to vote on poison pills.

Even if you believe that the current poison pill at Ball Corp. is appropriate now, it is still in your best interest to vote for this proposal to give you the opportunity to vote on any poison pill or amendments to the pill at Ball in the future.

We urge you to vote for this proposal to give shareholders the right to vote on the current and any future poison pill.

COMMAND=ADD_TXTHEX,"PMS3135" STATEMENT IN OPPOSITION TO THE SHAREHOLDER PROPOSAL

Our Board adopted a shareholder rights plan after concluding that doing so was in the best interest of our shareholders. Most of Ball Corporation's directors are "independent" of management under New York Stock Exchange rules and their only loyalty is to the Corporation and its shareholders. After consideration of the shareholder proposal set out above, our Board remains of the belief that a shareholder rights plan is an important protection against takeover bids or threats that do not fairly value the Corporation, and that adoption of a shareholder rights plan is appropriately within the scope of the Board's responsibilities. Your Corporation has had a shareholder rights plan for over 20 years, and the proponent of this proposal has not cited any instance or example when it believed the rights plan was misused or has disadvantaged shareholders.

Our Board adopted a shareholder rights plan to protect shareholders against unfair, coercive and abusive takeover tactics in connection with an unsolicited offer to acquire the Corporation. Our shareholder rights plan is not intended to prevent an acquisition on terms that are fair and equitable to all shareholders. A shareholder rights plan is consistent with good corporate governance principles requiring decisions involving a potential sale of the Corporation to involve the Board, which is in the best position to evaluate the merits of any bona fide acquisition proposal in accordance with its fiduciary duties to all shareholders. A shareholder rights plan forces the potential acquirer to negotiate directly with the Board, which enables the Board to represent all shareholders and enhances the Board's bargaining power to negotiate the best price possible if a decision is made to sell the Corporation. Therefore, the adoption of a shareholder rights plan is appropriate within the scope of the Board's responsibilities and is in the best interests of shareholders.

ZEQ.=5,SEQ=59,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=571732,FOLIO='56',FILE='DISK131:[09ZEO1.09ZEO10501]DW10501A.;11',USER='MBRADT',CD=';8-MAR-2010;12:13'

Requiring shareholder approval of shareholder rights plans could impede the Board's ability to maximize shareholder value, particularly when time is of the essence and action must be taken quickly in response to an unfair takeover bid or threat. In responding to such an attempted takeover, particularly in the current economic environment, we believe that our shareholders are best served by our Board composed primarily of independent directors elected by the shareholders and having a fiduciary duty to those shareholders. Any limitation on the Board's flexibility to adopt and maintain a shareholder rights plan could prevent it from appropriately responding to a takeover attempt, which could jeopardize our ability to negotiate most effectively, protect shareholders' interests and maximize shareholder value.

For these reasons, the Board of Directors recommends that shareholders vote "AGAINST" this shareholder proposal.

COMMAND=ADD_TXTHEX,"PMS3135" SHAREHOLDER PROPOSALS FOR 2011 ANNUAL MEETING

To be eligible for inclusion in the Corporation's Proxy Statement for the 2011 Annual Meeting of Shareholders, proposals of shareholders must be in writing and be received by the Corporate Secretary at the Corporation's principal executive offices, 10 Longs Peak Drive, Broomfield, Colorado 80021-2510, by November 15, 2010.

If a shareholder desires to bring business before the 2011 Annual Meeting of Shareholders, which is not the subject of a proposal submitted for inclusion in the Proxy Statement, the shareholder must notify the Corporation of the shareholder's proposal, which must be delivered to or mailed and received at the principal executive offices of the Corporation between December 29, 2010, and January 28, 2011, or the proposal may be considered untimely. The appointed proxies may exercise their discretionary authority to vote previously solicited proxies against such proposal if it is raised at the 2011 Annual Meeting.

COMMAND=ADD_TXTHEX,"PMS3135" SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

As a result of an administrative error, the Form 4 report regarding Common Stock acquired on the lapse of restricted stock units by Mr. Leroy Williams, Jr., of 125 shares on February 13, 2009, was not timely reported, and was subsequently reported on February 19, 2009.

COMMAND=ADD_TXTHEX,"PMS3135" SOLICITATION AND OTHER MATTERS

The Corporation will pay the cost of soliciting proxies. Georgeson Inc. has been retained to assist in the solicitation of proxies for a fee of $8,000. In addition to solicitations by mail, proxies also may be solicited personally, or by telephone or electronic means by some directors, officers and regular employees of the Corporation, without additional compensation, as well as by employees of Georgeson Inc. The Corporation will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy material, Annual Report and other shareholder materials to the beneficial owners of Common Stock.

As of the date of this Proxy Statement, the Board of the Corporation has no knowledge of any matters to be presented for consideration at the Annual Meeting other than those referred to above. However, the persons named in the accompanying proxy card shall have authority to vote such proxy as to any other matters that properly come before the meeting and as to matters incidental to the conduct of the meeting, according to their discretion.

COMMAND=ADD_TABLEWIDTH,"100%"

User-specified TAGGED TABLE

By Order of the Board of Directors
David A. Westerlund Corporate Secretary

end of user-specified TAGGED TABLE

March 15, 2010 Broomfield, Colorado

ZEQ.=6,SEQ=60,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=921620,FOLIO='57',FILE='DISK131:[09ZEO1.09ZEO10501]DW10501A.;11',USER='MBRADT',CD=';8-MAR-2010;12:13' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

Exhibit A

COMMAND=ADD_TXTHEX,"PMS3135" Ball Corporation 2010 Stock and Cash Incentive Plan

1. Purposes of the Plan.

The purpose of this 2010 Stock and Cash Incentive Plan is to promote the interests of Ball Corporation (the "Corporation") and its shareholders by encouraging ownership in the Corporation and rewarding key employees, nonemployee directors, consultants and independent contractors of the Corporation who make substantial contributions to the successful operation of the Corporation. It is anticipated that this Plan will further encourage key employees, nonemployee directors, consultants and independent contractors to act in the shareholders' interests, and to attain performance goals that promote the continued success and progress of the Corporation. It is also anticipated that the opportunity to provide these awards will assist the Corporation to attract, retain and motivate key employees and nonemployee directors.

2. Definitions.

As used herein, the following definitions shall apply:

ZEQ.=1,SEQ=61,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=184962,FOLIO='i',FILE='DISK131:[09ZEO1.09ZEO10501]HA10501A.;12',USER='MBRADT',CD=';8-MAR-2010;12:14'

ZEQ.=2,SEQ=62,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=111633,FOLIO='ii',FILE='DISK131:[09ZEO1.09ZEO10501]HA10501A.;12',USER='MBRADT',CD=';8-MAR-2010;12:14'

iii

ZEQ.=3,SEQ=63,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=552399,FOLIO='iii',FILE='DISK131:[09ZEO1.09ZEO10501]HA10501A.;12',USER='MBRADT',CD=';8-MAR-2010;12:14'

3. Stock Subject to the Plan.

ZEQ.=4,SEQ=64,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=788523,FOLIO='iv',FILE='DISK131:[09ZEO1.09ZEO10501]HA10501A.;12',USER='MBRADT',CD=';8-MAR-2010;12:14'

4. Administration of the Plan.

ZEQ.=5,SEQ=65,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=518989,FOLIO='v',FILE='DISK131:[09ZEO1.09ZEO10501]HA10501A.;12',USER='MBRADT',CD=';8-MAR-2010;12:14'

THIS IS THE END OF A COMPOSITION COMPONENT

5. Eligibility.

Awards may be granted to Officers and nonemployee Directors of the Corporation and persons expected to become Officers or nonemployee Directors of the Corporation (subject to commencement of employment or services), as the Board or Committee may determine in its sole discretion. Except as it relates to Officers of the Corporation, Awards may be granted to Employees, persons expected to become Employees of the Corporation or any of its Affiliates (subject to commencement of employment or service), consultants and independent contractors, as the Administrator may determine in its sole discretion. The Administrator's selection of a person to participate in the Plan at any time shall not require the Administrator to select such persons to participate in the Plan at any other time.

ZEQ.=1,SEQ=66,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=854780,FOLIO='vi',FILE='DISK131:[09ZEO1.09ZEO10501]HC10501A.;12',USER='MBRADT',CD=';8-MAR-2010;12:14'

6. Term of the Plan.

The Plan shall become effective upon its approval by the shareholders of the Corporation. It shall continue in effect for a term of ten years from the later of the date the Plan or any amendment to add shares to the Plan is approved by shareholders of the Corporation unless terminated earlier under Section 17 of the Plan.

7. Term of Award.

The term of each Award shall be determined by the Administrator and stated in the Award Agreement. In the case of an Option or Stock Appreciation Right, the term shall be ten years from the Grant Date or such shorter term as may be provided in the Award Agreement.

8. Options.

The Administrator may grant an Option or provide for the grant of an Option, either from time to time in the discretion of the Administrator or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals, or the satisfaction of an event or condition within the control of the Awardee or others.

vii

ZEQ.=2,SEQ=67,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=114699,FOLIO='vii',FILE='DISK131:[09ZEO1.09ZEO10501]HC10501A.;12',USER='MBRADT',CD=';8-MAR-2010;12:14'

9. Incentive Stock Option Limitations/Terms.

viii

ZEQ.=3,SEQ=68,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=375929,FOLIO='viii',FILE='DISK131:[09ZEO1.09ZEO10501]HC10501A.;12',USER='MBRADT',CD=';8-MAR-2010;12:14'

10. Stock Appreciation Rights.

Stock Appreciation Rights shall be evidenced by written SAR Agreements in such form not inconsistent with the Plan as the Administrator shall approve from time to time. Such SAR Agreements shall contain the number of SARs awarded and the terms and conditions applicable to the SARs, including in substance the following terms and conditions:

11. Exercise of Option or Stock Appreciation Right.

ZEQ.=4,SEQ=69,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=355526,FOLIO='ix',FILE='DISK131:[09ZEO1.09ZEO10501]HC10501A.;12',USER='MBRADT',CD=';8-MAR-2010;12:14'

12. Stock Awards.

ZEQ.=5,SEQ=70,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=760350,FOLIO='x',FILE='DISK131:[09ZEO1.09ZEO10501]HC10501A.;12',USER='MBRADT',CD=';8-MAR-2010;12:14'

13. Cash Awards.

Each Cash Award shall confer upon the Participant the opportunity to earn a future payment tied to the level of achievement with respect to one or more performance criteria established for a performance period of not less than one year.

ZEQ.=6,SEQ=71,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=330680,FOLIO='xi',FILE='DISK131:[09ZEO1.09ZEO10501]HC10501A.;12',USER='MBRADT',CD=';8-MAR-2010;12:14' THIS IS THE END OF A COMPOSITION COMPONENT

14. Other Provisions Applicable to Awards.

xii

ZEQ.=1,SEQ=72,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=873773,FOLIO='xii',FILE='DISK131:[09ZEO1.09ZEO10501]HE10501A.;8',USER='MBRADT',CD=';8-MAR-2010;12:14'

15. Recoupment of Awards Resulting from Fraud or Intentional Misconduct.

If the Board or an appropriate Committee of the Board determines that any fraud or intentional misconduct by one or more Officers or other executives of the Corporation, or an Affiliate, at a level of Vice President or above caused the Corporation, directly or indirectly, to restate its financial statements and the Officer or such executive has received more compensation than would have been paid absent the fraud or intentional misconduct, the Board or Committee, in its discretion, shall take such action as it deems necessary or appropriate to remedy the fraud or intentional misconduct and prevent its recurrence. Such action may include, to the extent permitted by applicable law, in appropriate cases, requiring partial or full reimbursement of any incentive compensation paid to the Officer or such executive or causing the partial or full cancellation of any outstanding Awards previously granted to such Officer or such executive in the amount by which the value of such compensation exceeds or exceeded any lower value that would have resulted based on the restated financial results.

16. Adjustments upon Changes in Capitalization, Dissolution, Merger or Asset Sale.

xiii

ZEQ.=2,SEQ=73,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=997902,FOLIO='xiii',FILE='DISK131:[09ZEO1.09ZEO10501]HE10501A.;8',USER='MBRADT',CD=';8-MAR-2010;12:14'

xiv

ZEQ.=3,SEQ=74,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=396981,FOLIO='xiv',FILE='DISK131:[09ZEO1.09ZEO10501]HE10501A.;8',USER='MBRADT',CD=';8-MAR-2010;12:14'

17. Amendment and Termination of the Plan.

18. Designation of Beneficiary.

ZEQ.=4,SEQ=75,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=846238,FOLIO='xv',FILE='DISK131:[09ZEO1.09ZEO10501]HE10501A.;8',USER='MBRADT',CD=';8-MAR-2010;12:14'

19. No Right to Awards or to Employment.

No person shall have any claim or right to be granted an Award and the grant of any Award shall not be construed as giving an Awardee the right to continue in the employ of the Corporation or its Affiliates. Further, the Corporation and its Affiliates expressly reserve the right, at any time, to dismiss any Employee or Awardee at any time without liability or any claim under the Plan, except as provided herein or in any Award Agreement entered into hereunder.

20. Legal Compliance.

Shares shall not be issued or transferred pursuant to the exercise of an Option, SAR, Stock Award, or any other Award unless the exercise or other settlement of such Option, SAR, Stock Award or any other Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to such approval as the General Counsel may deem necessary or desirable.

21. Inability to Obtain Authority.

To the extent the Corporation is unable to or the Administrator deems it infeasible to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Corporation's General Counsel to be necessary to the lawful issuance and sale of any Shares hereunder, the Corporation shall be relieved of any liability with respect to the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

22. Reservation of Shares.

The Corporation, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

23. Notice.

Any written notice to the Corporation required by any provisions of this Plan shall be addressed to the Secretary of the Corporation and shall be effective when received.

24. Governing Law; Interpretation of Plan and Awards.

xvi

ZEQ.=5,SEQ=76,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=963178,FOLIO='xvi',FILE='DISK131:[09ZEO1.09ZEO10501]HE10501A.;8',USER='MBRADT',CD=';8-MAR-2010;12:14'

25. Deferrals.

To the extent permitted by Applicable Laws, the Administrator, in its sole discretion, may determine that the delivery of Shares or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs and procedures for deferral elections to be made by Awardees.

Deferrals by Awardees that are not exempt from Section 409A of the Code will be made in accordance with Section 409A of the Code. The terms of these deferrals, and any related programs, procedures, Award Agreements and other related documents shall be determined by the Administrator, in its sole discretion. Any such terms, including terms with respect to eligibility to make or change deferral elections, and timing, form, and if applicable, acceleration of, distributions shall comply with the applicable requirement of Section 409A of the Code or shall otherwise be exempt from Section 409A of the Code.

26. Limitation on Liability.

The Corporation and any Affiliate which is in existence or hereafter comes into existence shall not be liable to a Participant, an Employee, an Awardee or any other persons as to:

27. Unfunded Plan.

The Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Awardees who are granted Awards under the Plan, any such accounts shall be used merely as a bookkeeping convenience. Neither the Corporation nor any Affiliate shall be required to segregate any assets which may at any time be represented by Awards, nor shall the Plan be construed as providing for such segregation, nor shall the Corporation nor the Administrator be deemed to be a trustee of stock or cash to be awarded under the Plan. Any liability of the Corporation to any Participant with respect to an Award shall be based solely upon any contractual obligations which may be created by the Plan; no such obligation of the Corporation shall be deemed to be secured by any pledge or other encumbrance on any property of the Corporation. Neither the Corporation nor the Administrator shall be required to give any security or bond for the performance of any obligation which may be created by the Plan.

xvii

ZEQ.=6,SEQ=77,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=992340,FOLIO='xvii',FILE='DISK131:[09ZEO1.09ZEO10501]HE10501A.;8',USER='MBRADT',CD=';8-MAR-2010;12:14' THIS IS THE END OF A COMPOSITION COMPONENT

Ball Corporation

10 LONGS PEAK DRIVE BROOMFIELD, COLORADO 80021-2510

ZEQ.=1,SEQ=78,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=184662,FOLIO='blank',FILE='DISK131:[09ZEO1.09ZEO10501]HO10501A.;4',USER='MBRADT',CD=';5-MAR-2010;14:36' THIS IS THE END OF A COMPOSITION COMPONENT

0 2 4 4 9 7 1 04 - Georgia R. Nelson 05 - Erik H. van der Kaay 1234 5678 9012 345 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 C123456789 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 015HKB 1 U PX + Annual Meeting Proxy Card. Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below D Please sign exactly as name(s) appears hereon. All owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature 1 Please keep signature within the box. Signature 2 Please keep signature within the box. Date (mm/dd/yyyy) Please print date below. + A Election of Directors The Board of Directors recommends a vote FOR the election of directors. For Against Abstain 2. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent auditor for the Corporation for 2010. For Against Abstain 3. Proposal to approve the 2010 Stock and Cash Incentive Plan. 01 - John A. Hayes 02 - Hanno C. Fiedler 03 - John F. Lehman 1. Nominees: For Withhold For Withhold For Withhold B Issues The Board of Directors recommends a vote FOR Proposals 2 and 3 and AGAINST Proposals 4 and 5. 5. Proposal to have the Board of Directors adopt a rule to redeem any current or future rights plan unless such plan or amendments to the plan are submitted to a shareholder vote, as a separate ballot item, within 12 months. 4. Proposal to have shareholders at each Annual Meeting adopt a nonbinding advisory resolution to ratify the compensation of the Named Executive Officers. 6. At their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. C Non-Voting Items Change of Address Please print new address below. Electronic Voting Instructions You can vote by Internet or telephone! Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 A.M., Central Time on April 28, 2010. Vote by Internet Log on to the Internet and go to www.investorvote.com Follow the steps outlined on the secured website. Vote by telephone Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. Follow the instructions provided by the recorded message. IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

ZEQ.=1,SEQ=79,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=487750,FOLIO='',FILE="DISK134:[09ZEO2.09ZEO10502]36405-2-BC_ZEO10502.CHC",USER="MBRADT",CD='Mar 10 22:49 2010'

Meeting Details The 2010 Ball Corporation Annual Meeting of Shareholders will be held at 8:00 A.M. (MDT), Wednesday, April 28, 2010, at Ball Corporations offices, 10 Longs Peak Drive, Broomfield, Colorado 80021-2510. Proxy Solicited by Board of Directors for Annual Meeting on April 28, 2010 George M. Smart, Theodore M. Solso, Stuart A. Taylor II, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Ball Corporation to be held on April 28, 2010, or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR Items 1, 2 and 3 and AGAINST Items 4 and 5. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Continued and to be voted on reverse side.) . Proxy Ball Corporation IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

ZEQ.=1,SEQ=80,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=820623,FOLIO='',FILE="DISK134:[09ZEO2.09ZEO10502]36405-2-BC_ZEO10502.CHC",USER="MBRADT",CD='Mar 10 22:49 2010'

0 2 4 4 9 7 2 04 - Georgia R. Nelson 05 - Erik H. van der Kaay Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 015HLB 1 U PX + PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Annual Meeting Proxy Card. Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below C Please sign exactly as name(s) appears hereon. All owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature 1 Please keep signature within the box. Signature 2 Please keep signature within the box. Date (mm/dd/yyyy) Please print date below. + A Election of Directors The Board of Directors recommends a vote FOR the election of directors. For Against Abstain 2. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent auditor for the Corporation for 2010. For Against Abstain 3. Proposal to approve the 2010 Stock and Cash Incentive Plan. 01 - John A. Hayes 02 - Hanno C. Fiedler 03 - John F. Lehman 1. Nominees: For Withhold For Withhold For Withhold B Issues The Board of Directors recommends a vote FOR Proposals 2 and 3 and AGAINST Proposals 4 and 5. 5. Proposal to have the Board of Directors adopt a rule to redeem any current or future rights plan unless such plan or amendments to the plan are submitted to a shareholder vote, as a separate ballot item, within 12 months. 4. Proposal to have shareholders at each Annual Meeting adopt a nonbinding advisory resolution to ratify the compensation of the Named Executive Officers. 6. At their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.

ZEQ.=1,SEQ=81,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=334973,FOLIO='',FILE="DISK134:[09ZEO2.09ZEO10502]36405-2-BE_ZEO10502.CHC",USER="MBRADT",CD='Mar 10 22:53 2010'

PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Meeting Details The 2010 Ball Corporation Annual Meeting of Shareholders will be held at 8:00 A.M. (MDT), Wednesday, April 28, 2010, at Ball Corporations offices, 10 Longs Peak Drive, Broomfield, Colorado 80021-2510. Proxy Solicited by Board of Directors for Annual Meeting on April 28, 2010 George M. Smart, Theodore M. Solso, Stuart A. Taylor II, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Ball Corporation to be held on April 28, 2010, or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR Items 1, 2 and 3 and AGAINST Items 4 and 5. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Continued and to be voted on reverse side.) . Proxy Ball Corporation

ZEQ.=1,SEQ=82,EFW="2197091",CP="BALL CORPORATION",DN="1",CHK=301562,FOLIO='',FILE="DISK134:[09ZEO2.09ZEO10502]36405-2-BE_ZEO10502.CHC",USER="MBRADT",CD='Mar 10 22:53 2010'

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TOC_BEGIN VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS BENEFICIAL OWNERSHIP VOTING ITEM IELECTION OF DIRECTORS TOC_BEGIN DIRECTOR NOMINEES AND CONTINUING DIRECTORS TOC_BEGIN DIRECTOR AND NOMINEE EXPERIENCE AND QUALIFICATIONS BOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT BOARD DIVERSITY GOVERNANCE OF THE CORPORATION TOC_BEGIN CERTAIN COMMITTEES OF THE BOARD BOARD MEETINGS AND ANNUAL MEETING TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS EXECUTIVE COMPENSATION REPORT OF THE HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS COMPENSATION DISCUSSION AND ANALYSIS TOC_BEGIN TABLES AND NARRATIVES SUMMARY COMPENSATION TABLE GRANTS OF PLAN-BASED AWARDS TABLE TOC_BEGIN OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2009 OPTION EXERCISES AND STOCK VESTED IN 2009 NON-QUALIFIED DEFERRED COMPENSATION PENSION BENEFITS OTHER POTENTIAL POST-TERMINATION EMPLOYMENT BENEFITS TOC_BEGIN DIRECTOR COMPENSATION REPORT OF THE AUDIT COMMITTEE TOC_BEGIN VOTING ITEM 2RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR VOTING ITEM 3PROPOSAL TO APPROVE THE 2010 STOCK AND CASH INCENTIVE PLAN Reasons for Approval of the 2010 Stock and Cash Incentive Plan Existing Incentive Plans 2010 Stock and Cash Incentive Plan Summary TOC_BEGIN VOTING ITEM 4SHAREHOLDER PROPOSAL REGARDING ADVISORY RESOLUTION REGARDING COMPENSATION OF NAMED EXECUTIVE OFFICERS SHAREHOLDER PROPOSAL RESOLUTION STATEMENT STATEMENT IN OPPOSITION TO THE SHAREHOLDER PROPOSAL VOTING ITEM 5SHAREHOLDER PROPOSAL REGARDING APPROVAL OF RIGHTS PLAN SHAREHOLDER PROPOSAL Proposal Supporting Statement STATEMENT IN OPPOSITION TO THE SHAREHOLDER PROPOSAL SHAREHOLDER PROPOSALS FOR 2011 ANNUAL MEETING SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE SOLICITATION AND OTHER MATTERS TOC_BEGIN Ball Corporation 2010 Stock and Cash Incentive Plan SEQ=,FILE='QUICKLINK',USER=MBRADT,SEQ=,EFW="2197091",CP="BALL CORPORATION",DN="1" TOCEXISTFLAG

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BALL Corp Proxy Solicitation & Information Statement 2010

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BALL Corp — Proxy Solicitation & Information Statement 2010

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BALL Corp Proxy Solicitation & Information Statement 2010