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Corporate Governance - Committee

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Committee Members
Committee MemberRobert  W.  Alspaugh
ChairpersonR. David Hoover
Committee MemberMichael  J. Cave
Committee MemberCynthia A. Niekamp
Finance Committee Charter

Ball Corporation
Finance Committee Charter

  1. Purpose

  2. The primary purpose of the Finance Committee (the "Committee") is to assist the Board of Directors (the "Board") of Ball Corporation (the "Corporation") in fulfilling its responsibility to oversee management's conduct of the financing of the Corporation, status of the Corporation's employee retirement plans and insurance policies and the Corporation's policies relating to interest rate, commodity and currency hedging.

  3. Membership

  4. The Committee shall be comprised of members of the Board with a majority consisting of non-management directors.

    The members of the Committee and the Committee Chair shall be elected by the Board at the annual organizational meeting of the Board and shall serve until their successors shall be duly elected and qualified by the Board.

  5. Responsibilities and Duties

  6. The Committee's role is one of oversight and it recognizes that the Corporation's management is responsible for preparing and executing the financing plans of the Corporation, developing and implementing policies on hedging, deciding the type and level of insurance to purchase, if any, and the conduct and funding of the various employee retirement plans of the Corporation. In carrying out its oversight responsibilities the Committee and its members are not providing any expert or special assurance as to the matters identified in this Charter, exercising discretion, authority or control over the management, funding and assets of the retirement plans, or any professional certifications as to any auditor's work on the retirement plans.

    The following matters comprise the recurring activities of the Committee in carrying out its oversight function. The responsibilities and duties of a member of the Committee are in addition to those duties set out for a member of the Board.

    1. Review and recommend for Board approval the annual financing plans of the Corporation.

    2. Receive periodic reports regarding the status of the Corporation's employee retirement plans.

    3. Receive periodic reports regarding the Corporation's continuing relationships with financial institutions and credit rating agencies.

    4. Review and recommend for Board approval any significant financing and credit arrangements requiring approval by the Board.

    5. Receive periodic reports from management concerning policies and practices related to interest rate, commodity and currency hedging activities, as deemed necessary by the Committee.

    6. Receive periodic reports from management concerning the insurance policies and practices of the Corporation, as deemed necessary by the Committee.

    7. Budget for and hire experts as are deemed appropriate to advise the Committee in the performance of its duties.

    8. Keep regular minutes of its meetings, and report any actions taken to the Board at its next meeting.

    9. Review the adequacy of this Charter on an annual basis.

    10. Report annually to the Board concerning the performance of the Committee and discuss any needed action items for the Committee.

    11. Provide reports required of the Committee by Securities and Exchange Commission and New York Stock Exchange, if any.

    12. Provide such other functions within the purposes, duties and responsibilities of the Committee as may be directed by the Board.

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