Ball Corporation - 2012 NPS Page 38

Anti-Hedging Policy

When the Corporation's share price appreciates, an executive or director may desire to lock in a portion of that

appreciation, thereby managing a portion of the economic risk associated with concentrated holdings of Ball Corpora-
tion common stock. The Corporation has evaluated the potential approaches that executives and directors can use. As a
result of this review, executives are permitted to use prepaid variable forward contracts or contracts to purchase or sell
Ball 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.

Severance and Change in Control Benefits

The CEO and 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 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 49.

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 cycle, and the Corporation realizes a tax deduction upon payment to and/or realization by the executive.

The Plans are intended to meet the deductibility requirements of Code Section 162(m) as performance-based pay,

resulting in amounts paid being tax deductible to the Corporation. Code Section 162(m) 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 or any other executive officer (other than the CFO as such) whose total compensation is required to be
disclosed in the Summary Compensation Table by reason of being the next three 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 Code Section 162(m), 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 RSUs in accordance with the requirements of FASB ASC Topic 718
(``Topic 718''), which addresses accounting for stock compensation.

In December 2005, the Committee approved three 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 Code Sec-
tion 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'' section on page 49.

TABLES AND NARRATIVES

Set forth on pages 38 through 52 are tables showing, for the CEO, CFO, the three other highest paid executive

officers and two retired NEOs of the Corporation, the following: (1) fiscal year 2011 elements of compensation in
summary form; (2) equity and non-equity incentives awarded in 2011; (3) outstanding stock options and stock awards
held as of December 31, 2011; (4) the value realized on stock options exercised and stock awards that vested during
2011; (5) information regarding non-qualified deferred compensation; (6) projected pension benefit values; and (7) pro-
jections for other potential post-termination benefits. On page 53 is a table summarizing the fiscal year 2011 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