AMENDMENT AGREEMENT



                                    to the



                       SHARE SALE AND TRANSFER AGREEMENT



                                    between



                        Schmalbach-Lubeca Holding GmbH



                               AV Packaging GmbH



                       Ball Pan-European Holdings, Inc.



                               Ball Corporation



                                      and



                        Ball (Germany) Acquisition GmbH



                            dated December 18, 2002





{PAGE}







UR. Nr. H 3819 / 2002



                                 NOTARIAL DEED



negotiated at Dusseldorf this 18 (eighteenth) of December 2002 (two thousand and

two).



Before me, the undersigned Notary Public



                              Dr. Armin Hauschild



at  Dusseldorf today appeared:



1.       Dr. Harald Selzner, born June 5, 1964, attorney-at-law, German

         citizen, with business address at Breite Stra(beta)e 69, 40213

         Dusseldorf and with private domicile at An den Buchen 5, 40629

         Dusseldorf, known by person,



         here not acting in his own name but as representative in the name and

         on behalf of



                  Schmalbach-Lubeca Holding GmbH, a German limited liability

                  company with business address at Breite Stra(beta)e 69, 40213

                  Dusseldorf, Germany,



                                       - hereinafter referred to as "Seller" -



         by virtue of certified power of attorney dated August 21/23, 2002 the

         original of which was presented to the Notary Public and a certified

         copy of which is attached to this Notarial Deed;



2.       Dr. Marco Sustmann, born June 23, 1970, attorney-at-law, German

         citizen, with business address at Breite Stra(beta)e 69, 40213

         Dusseldorf and with private domicile at Fasanenstra(beta)e 12, 41751

         Viersen, known by person,



         here not acting in his own name but as representative in the name and

         on behalf of



                  AV Packaging GmbH, a German limited liability company with

                  business address at Theresienstra(beta)e 1-7, 80333 Munchen,

                  Germany,



                           - hereinafter referred to as "Seller's Guarantor" -



         by virtue of certified power of attorney dated August 21/23, 2002 the

         original of which was presented to the Notary Public and a certified

         copy of which is attached to this Notarial Deed;



3.       Dr. Ingo Scholz, born May 9, 1970, attorney-at-law, German citizen,

         with business address at Frankfurter Welle 5/Reuterweg 18, 60322

         Frankfurt, and with private domicile at Eichendorfstr. 63 A, 60320

         Frankfurt, identified by his identity card no. 4012431898,



         here not acting in his own name but as representative in the name

         and on behalf of



         (a)      Ball Pan-European Holdings, Inc., a Delaware incorporated

                  company with business address at 14270 Ramona Avenue, Chino,

                  CA 91710, United States,



                                    - hereinafter referred to as "Purchaser" -



                  by virtue of certified power of attorney dated August 26, 2002

                  and December 13, 2002 the original of which was presented to

                  the Notary Public and a certified copy of which is attached to

                  this Notarial Deed;



         (b)      Ball Corporation, an Indiana incorporated company with

                  business address at 10 Longs Peak Drive, Broomfield, CO

                  80021, United States,



                        - hereinafter referred to as "Purchaser's Guarantor" -



                  by virtue of certified power of attorney dated August 26, 2002

                  and December 13, 2002 the original of which was presented to

                  the Notary Public and a certified copy of which is attached to

                  this Notarial Deed;



4.       Mr. John Arthur Hayes, born December 2, 1965, American citizen, with

         business address at Pempelforter Stra(beta)e 50, 40211 Dusseldorf and

         with private address 6213 Reserve Drive in Bolder, CO 80303, United

         States, identified by American passport no. 110761539





         here not acting in his own name but as representative in the name and

         on behalf of



         (c)      Ball (Germany) Acquisition GmbH, a German limited liability

                  company with business address at Pempelforter Stra(beta)e

                  50, 40211 Dusseldorf, Germany,



                          - hereinafter referred to as "Purchaser's Nominee" -



                  as managing director with authority to represent the company

                  solely.



The Notary Public informed the persons appeared of the contents of Section 3 (1)

No. 7 of the German Notarization Act (Beurkundungsgesetz). The persons appeared

confirmed that the Notary Public and his firm have not been involved in the

transaction at hand within the meaning of the provision referred to above.



The persons appeared requested this Notarial Deed including its Annexes to be

notarized in the English language. The Notary Public who is in sufficient

command of the English language ascertained that also the persons appeared are

in sufficient command of the English language.

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