Excess Savings And Retirement Plan

Exhibit 10.16


ALLTRISTA CORPORATION


EXCESS SAVINGS AND RETIREMENT PLAN


Effective May 1, 1997


ALLTRISTA CORPORATION
EXCESS SAVINGS AND RETIREMENT PLAN
(Amended on February 1, 2001)


1. Statement of Purpose


The purpose of the Alltrista Corporation Excess Savings and Retirement Plan
(the "Excess Plan") is to provide benefits to current and retired employees
of Alltrista Corporation (the "Company") and its subsidiaries who
participate in or previously participated in the Alltrista Corporation
Savings and Retirement Plan (the "Underlying 401(k) Plan") and whose
allocable contributions under the Underlying 401(k) Plan will be or have
been limited due to the participant's compensation by one or more
provisions of the Internal Revenue Code of 1986, as amended, or the
regulations promulgated thereunder (the "Tax Law Restrictions").


2. Definitions (any term for which a definition is not provided shall be taken
to have the same meaning as it has, or may have from time to time under the
Underlying 401(k) Plan):


2.01. Beneficiary - "Beneficiary" means the person or persons designated
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as such in accordance with Section 8.


2.02. Committee - "Committee" (also referred to as the "Executive
---------
Compensation Committee") means the committee appointed by the Board
of Directors that will administer the Excess Plan.


2.03. Declining Balance Installments - "Declining Balance Installments"
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means a series of annual payments such that each payment is
determined by taking that portion of the Participant's Excess 401(k)
Account in the Equity Index Account as of the Distribution Date and
dividing by the number of years of distributions remaining.


2.04. Disability - "Disability" means the Participant is receiving
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disability benefits under the long term disability benefit plan
sponsored by the Employer.


2.05. Distribution Date - "Distribution Date" means the date on which the
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Company makes distributions from the Participant's Excess 401(k)
Account.


2.06. Effective Date - "Effective Date" means May 1, 1997, the date on
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which the Excess Plan commenced.


2.07. Eligible Employee - "Eligible Employee" means any employee of the
-----------------
Company whose compensation and participation in the Underlying
401(k) Plan qualifies him/her for participation in the Excess Plan.


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2.08. Eligible Retiree - "Eligible Retiree" means any retiree of the
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Company who had ten or more years of Vesting Service as of April 2,
1993 under the Ball Corporation Salary Conversion Plan and whose
former participation in the Underlying 401(k) Plan and former
compensation qualifies him/her for participation in the Excess Plan.


2.09. Employer - "Employer" means Alltrista Corporation and any subsidiary
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entity in which Alltrista Corporation holds a fifty percent (50%) or
more interest, either: (i) directly as a stockholder or partner in
such subsidiary entity; or (ii) indirectly as a stockholder or
partner in one or more other entities which in turn are stockholders
or partners in such subsidiary entity.


2.10. Equity Index Account - "Equity Index Account" means an investment
--------------------
option providing for a return based upon a hypothetical investment
of the Excess 401(k) Account, or a portion thereof, in the S&P 500
Index.


2.11. Excess 401(k) Account - "Excess 401(k) Account" means the account
---------------------
maintained by the Company for each Participant pursuant to Section
6.


2.12. Executive Compensation Committee - "Executive Compensation
--------------------------------
Committee" (also referred to as the "Committee") means the committee
appointed by the Board of Directors that will administer the Excess
Plan.


2.13. Fixed Account - "Fixed Account" means an investment option providing
-------------
for a stated amount of interest to be credited to the Excess 401(k)
Account, or a portion thereof, based on Moody's.


2.14. Initial Make-up Contribution - "Initial Make-up Contribution" means
----------------------------
the amount determined by the Committee to be credited to the
Participant's Excess 401(k) Account that will provide for the amount
of contribution not made to the Participant's Underlying 401(k) Plan
account due to associated Tax Law Restrictions for the period from
Company inception through the end of 1996.


2.15. Investment Allocation Change Form - "Investment Allocation Change
---------------------------------
Form" means the form attached to this Excess Plan and filed with the
Committee by the Participant in order to request a change in the
allocation of the Participant's Excess 401(k) Account between the
Fixed Account and the Equity Index Account. The terms and conditions
specified in the Investment Allocation Change Form are incorporated
by reference herein and form a part of the Excess Plan.


2.16. Investment Election and Distribution Form - "Investment Election and
-----------------------------------------
Distribution Form" means the form attached to this Excess Plan and
filed with the Committee by the Participant in order to participate
in the Excess Plan. The terms and conditions specified in the
Investment Election and Distribution Form are incorporated by
reference herein and form a part of the Excess Plan.


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2.17. Make-up Contribution - "Make-up Contribution" means the amount
--------------------
determined by the Committee to be credited to the Participant's
Excess 401(k) Account each year that will provide for the amount of
contribution not made to the Participant's Underlying 401(k) Plan
account due to associated Tax Law Restrictions.


2.18. Moody's - "Moody's" means the annual average composite yield on
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Moody's Seasoned Corporate Bond Yield Index as determined from
Moody's Bond Record published by Moody's Investors Service, Inc. (or
any successors thereto), or, if such yield is no longer published, a
substantially similar average selected by the Company.


2.19. Participant - "Participant" means an Eligible Employee or Eligible
-----------
Retiree participating in the Excess Plan in accordance with the
provisions of Section 4.


2.20. Related Employment - "Related Employment" means the transfer of a
------------------
Participant within the Employer entities defined in Section 2.09,
provided: (i) that immediately prior to such employment the
Participant was an employee of the Employer or was engaged in
Related Employment as herein defined; and (ii) such employment is
recognized by the Committee, in its sole discretion, as Related
Employment.


2.21. Retirement - "Retirement" means termination of the Participant's
----------
employment with the Employer after attaining age 55 and after having
a minimum of ten (10) Years of Vesting Service ( as defined in the
Underlying 401(k) Plan).


2.22. S&P 500 Investment Return - "S&P 500 Investment Return" means the
-------------------------
return used to determine the amount of gain or loss credited to that
portion of a Participant's Excess 401(k) Account in the Equity Index
Account under Sections 6.5 and 6.6. The return for a year shall be
determined by using a hypothetical investment in the Standard &
Poor's 500 Composite Stock Index inclusive of reinvested dividends
less management fees (currently 25 basis points a year, but may be
changed by the Committee to no more than 50 basis points).


2.23. Substantially Equal Installments - "Substantially Equal
--------------------------------
Installments" means a series of annual payments such that equal
payments over the payment periods chosen would exactly amortize the
Excess 401(k) Account balance in the Fixed Account as of the final
distribution date if the credited interest rate remained constant at
the level credited as of the Valuation Date immediately preceding
the Distribution Date for the remainder of the payment periods.


2.24. Termination of Employment - "Termination of Employment" means: (i)
-------------------------
the termination of a Participant's employment with the Employer for
any reason other than Disability or Related Employment; or (ii) the
termination of a Participant's Related Employment.


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2.25. Valuation Date - "Valuation Date" means the date on which the value
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of a Participant's Excess 401(k) Account is determined as provided
in Section 6 hereof. Unless and until changed by the Committee, the
Valuation Date shall be the last day of each calendar year.


3. Administration of the Excess Plan


The Executive Compensation Committee, by appointment of the Board of
Directors of the Company (also referred to as the "Board" or the "Board of
Directors"), shall be the sole administrator of the Excess Plan. The
Committee shall have full power to formulate additional details and
regulations for carrying out this Excess Plan. The Committee also shall be
empowered to make any and all of the determinations not authorized
specifically herein that may be necessary or desirable for the effective
administration of the Excess Plan. Any decision or interpretation of any
provision of this Excess Plan adopted by the Committee shall be final and
conclusive.


4. Participation


4.1. Participation by Eligible Retirees. Participation in the Excess Plan
-----------------------------------
shall be available to Eligible Retirees with an Initial Make-up
Contribution of $2,500 or more who elect to participate in the
Excess Plan by filing an Investment Election and Distribution Form
with the Committee prior to June 1, 1997. Those Eligible Retirees
with an Initial Make-up Contribution of less than $2,500 will
receive their Initial Make-up Contribution as soon as feasible after
the Effective Date of the Excess Plan.


4.2. Participation by Eligible Employees. Participation in the Excess
------------------------------------
Plan shall be available to Eligible Employees who elect to
participate in the Excess Plan by filing an Investment Election and
Distribution Form with the Committee.


5. Vesting of Excess 401(k) Account


A Participant's interest in his/her Excess 401(k) Account and interest
and/or investment return credited thereto shall vest immediately.


6. Accounts and Valuations


6.1. Excess 401(k) Accounts. The Committee shall establish and maintain a
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separate Excess 401(k) Account for each Participant. Initial Make-up
Contributions from the Company shall be credited to a Participant's
Excess 401(k) Account as of June 1, 1997. Make-up Contributions
shall be credited to a Participant's Excess 401(k) Account on
January 1 of the year following to which they relate.


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6.2. Investment Allocation of Excess 401(k) Account. The Participant's
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Excess 401(k) Account shall be deemed to be invested in either the
Fixed Account or the Equity Index Account, or both, in accordance
with the Participant's election as provided in the Investment and
Distribution Election For ...