Exhibit 10.27

Form of Amendment  dated  January 24, 1996 to the  Severance  Benefit  Agreement
which exists between the company and its executive officers.

                AMENDMENT NUMBER ONE EFFECTIVE JANUARY 24, 1996,
                         TO SEVERANCE BENEFIT AGREEMENT
                              DATED AUGUST 1, 1994


1.     Amendment Number One:

       "Subsection 2(f) of the Severance Benefit Agreement dated August 1, 1994,
       (copy attached) is hereby amended to read in its entirety as follows:

                `(f) Termination  Following  Change in Control.  Notwithstanding
       Subsection 3(a)(iii) hereof, in the case of termination, during the Term,
       by  the  Corporation  other  than  for  Cause  or by  the  Executive  for
       Constructive  Termination,  following  the  occurrence  of a  "Change  in
       Control,"  as  defined  in  Section  2 of the  Severance  Agreement,  the
       Executive  shall be  entitled  to (i) a benefit  (the  "Change in Control
       Benefit") equal to the greater of each of the benefits otherwise provided
       in Section 3 hereof, and each of the benefits provided under Section 5 of
       the  Severance  Agreement  (without  regard  to  the  "Gross-Up  Payment"
       provided pursuant to Section 5(vi) of the Severance Agreement), plus (ii)
       an additional amount (the "Severance Gross-Up Payment") such that the net
       amount  retained by the Executive,  after deduction of any Excise Tax (as
       defined in Section 5(vi)(a) of the Severance  Agreement) on the Change in
       Control Benefit,  and any federal,  state and local income and employment
       taxes and Excise Tax on the Severance Gross-Up Payment, shall be equal to
       the Change in Control Benefit.  Such Severance  Gross-Up Payment shall be
       calculated  pursuant to the  procedures  set out in Section  5(vi) of the
       Severance Agreement. Notwithstanding the foregoing, in the event that the
       Executive  receives  the  Change  in  Control  Benefit  pursuant  to this
       Subsection  2(f) and the  Severance  Gross-Up  Payment  pursuant  to this
       Subsection  2(f),  the  Executive  shall not be  entitled  to receive any
       additional benefits under the Severance Agreement.'"

2.     The effective date of this Amendment Number One shall be January 24,
       1996.

3.     The effective date  of the Severance Benefit Agreement is not amended and
       shall continue to be August 1, 1994.



BALL CORPORATION


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Agreed to this 24th day of January 1996.


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