Ball Corporation - 2012 NPS Page 59

We believe that our 2011 executive compensation program reflects best practices and was designed to balance risk

and reward. We focus on pay for performance in establishing our executive compensation programs and setting the
plans' performance metrics. With input from the independent Consultant, our Human Resources Committee continued
to apply competitive benchmarking (pay and performance) in 2011 relative to the unique structure and needs of the
Corporation. Our program seeks to mitigate risks related to compensation and align management's interests with
shareholders' interests in long-term value creation.

Vote requested.

We believe that the information we have provided above and within the ``Executive Compensa-

tion'' section of this Proxy Statement demonstrates that our executive compensation program in respect of our NEOs
was designed appropriately and is working to ensure that management's interests are aligned with our shareholders'
interests to support long-term value creation. Accordingly, the Board of Directors recommends that shareholders
approve the program by approving the following advisory resolution, the results of which will be counted and
considered in accordance with the Indiana Business Corporation Law (with abstentions and broker nonvotes not being
counted or considered):

RESOLVED: That the shareholders of Ball Corporation hereby approve, on an advisory basis, the compensation of

the individuals identified in the Summary Compensation Table, as disclosed in the Ball Corporation 2012 Proxy
Statement pursuant to Item 402 of Regulation S-K, which disclosure includes the Compensation Discussion and
Analysis section, the compensation tables and the accompanying footnotes and narratives within the ``Executive
Compensation'' section of such Proxy Statement.

The Board of Directors recommends a vote ``FOR'' the Advisory (Non-Binding) Vote

Approving Executive Officer Compensation.

SHAREHOLDER PROPOSALS FOR 2013 ANNUAL MEETING

To be eligible for inclusion in the Corporation's Proxy Statement for the 2013 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 9, 2012.

If a shareholder desires to bring business before the 2013 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 26, 2012, and January 25, 2013, 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 2013 Annual Meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To our knowledge, based solely upon a review of the copies of the forms furnished to the Corporation, and/or

written representations from certain reporting persons, the Corporation believes that all filing requirements under
Section 16(a) applicable to its officers and directors were met during the fiscal year ended December 31, 2011, except as
set forth herein. As a result of an administrative error, a Form 4 regarding 2,805 shares of common stock purchased by
Mr. James N. Peterson on March 2, 2011, was not timely reported, and was subsequently reported on April 14, 2011.

HOUSEHOLDING

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery

requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same
address by delivering a single Proxy Statement addressed to those stockholders. This process, which is commonly
referred to as ``householding,'' potentially means extra convenience for shareholders and cost savings for companies.
This could be applicable to you if you request a paper copy of these proxy materials after you receive notice of Internet
access to our proxy materials.