OWENS ILLINOIS INC /DE/
EXHIBIT 10.1
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<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a2086392zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                    EXHIBIT 10.1

                               FIRST AMENDMENT TO
               AMENDED AND RESTATED 1997 EQUITY PARTICIPATION PLAN
                             OF OWENS-ILLINOIS, INC.

     THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED 1997 EQUITY PARTICIPATION
PLAN OF OWENS-ILLINOIS, INC., dated as of May 8, 2002, is made and adopted by
OWENS-ILLINOIS, INC., a Delaware corporation (the "Company"). Capitalized terms
used but not otherwise defined herein shall have the respective meanings
ascribed to them in the 1997 Plan (as defined below).

                                    RECITALS

     WHEREAS, the Company maintains the Amended and Restated 1997 Equity
Participation Plan of Owens-Illinois, Inc (the "1997 Plan");

     WHEREAS, the Company desires to amend the 1997 Plan to increase the number
of shares of common stock of the Company subject thereto, to allow the
Compensation Committee (the "Committee") of the Board of Directors of the
Company to permit non-qualified stock options granted under the 1997 Plan to be
transferable by gift to charities, and to make such other changes as are
specified herein;

     WHEREAS, pursuant to Section 10.2 of the 1997 Plan, the 1997 Plan may be
amended by the Compensation Committee (the "Committee") of the Board of
Directors of the Company;

     WHEREAS, this First Amendment was duly adopted by a resolution of the
Committee dated as of March 25, 2002, subject to approval thereof by the
Company's stockholders; and

     WHEREAS, this First Amendment was approved by the stockholders of the
Company on May 8, 2002.

     NOW, THEREFORE, in consideration of the foregoing, the Company hereby
amends the 1997 Plan as follows:

     1.   Section 1.31 of the 1997 Plan is hereby deleted in its entirety and
replaced with the following:

     "SECTION 1.31 - TRANSFERABLE OPTION

               'Transferable Option' means a Non-Qualified Option which by its
     terms, as determined by the Committee and set forth in the applicable
     Option Agreement (or an amendment thereto), may be transferred by the
     Optionee, in writing and with written notice thereof to the Committee, by
     gift, without the receipt of any consideration, (i) to such Optionee's
     spouse; (ii) to any child or more remote lineal descendant of such Optionee
     or to the spouse of any such child

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     or more remote lineal descendant; or (iii) to any trust, custodianship, or
     other similar fiduciary relationship maintained for the benefit of the
     Optionee and/or any one or more of such persons listed in (i) or (ii)
     herein; (iv) to any limited liability company or partnership, all of whose
     members or partners consist of the Optionee and/or any one or more of such
     persons listed in (i), (ii) or (iii) herein; or (v) to any non-profit
     organization or charitable trust, contributions to which qualify for an
     income tax deduction under Section 170(c) of the Code, but is otherwise
     nontransferable except by will or the applicable laws of descent and
     distribution."

     2.   Section 2.1(a) of the 1997 Plan is hereby amended by deleting the
second sentence of such Section in its entirety and replacing it with the
following sentence:

     "The aggregate number of such shares which may be issued upon exercise of
     such Options or the vesting of Phantom Stock Units or upon any such awards
     of Restricted Stock shall not exceed 16,000,000."

     3.   Section 3.3(b) of the 1997 Plan is hereby deleted in its entirety and
replaced with the following:

          "(b) Upon the selection of a key Employee to be granted an Option, the
     Committee shall instruct the Secretary to issue such Option and may impose
     such conditions on the grant of such Option as it deems appropriate."

     4.   This First Amendment shall be and is hereby incorporated in and forms
a part of the 1997 Plan.

     5.   The foregoing amendment to Section 1.31 of the 1997 Plan shall be
effective with respect to all future and existing Non-Qualified Options.

     6.   This First Amendment constitutes a new plan for purposes of incentive
stock options granted with respect to shares added to the 1997 Plan pursuant to
this First Amendment and with respect to the stockholder approval requirements
under the Internal Revenue Code of 1986, as amended.

     7.   All other terms and provisions of the 1997 Plan shall remain unchanged
except as specifically modified herein.

     8.   The 1997 Plan, as amended by this First Amendment, is hereby ratified
and confirmed.

                           [SIGNATURE PAGE TO FOLLOW]

                                        2
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     I hereby certify that the foregoing Amendment was duly adopted by the
Compensation Committee of the Board of Directors of Owens-Illinois, Inc. on
March 25, 2002.


                                         By:  /s/ James W. Baehren
                                            ----------------------------
                                         Name: James W. Baehren
                                         Title: Secretary


     I hereby certify that the foregoing Amendment was approved by the
stockholders of Owens-Illinois, Inc. on May 8, 2002.


                                         By:  /s/ James W. Baehren
                                            ----------------------------
                                         Name: James W. Baehren
                                         Title: Secretary

                                       S-1

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