OWENS ILLINOIS INC /DE/
EXHIBIT 10.28
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>4
<FILENAME>a2043253zex-10_28.txt
<DESCRIPTION>EXHIBIT 10.28
<TEXT>

<PAGE>


                                                                   Exhibit 10.28


                       TERMINATION OF OWENS-ILLINOIS, INC.
                 CORPORATE OFFICERS DEFERRED COMPENSATION PLAN


      Pursuant to authority reserved to the Board of Directors of
Owens-Illinois, Inc. (the "COMPANY") and duly delegated to the undersigned
officer of the Company under the Owens-Illinois, Inc. Corporate Officers
Deferred Compensation Plan (the "PLAN"), the following actions are hereby taken:

      1. The Plan is terminated, effective on or as of the close of business on
November 30, 2000.

      2. The appropriate officers and employees of the Company are hereby
authorized and directed to do all acts or things which they deem necessary or
appropriate to implement the termination of the Plan in accordance with all
relevant provisions thereof.


      IN WITNESS WHEREOF, this instrument has been executed by a duly authorized
officer of the Company this 21st day of November, 2000.


                                    OWENS-ILLINOIS, INC.


                                    By /s/ Thomas L. Young
                                      ------------------------------------------
                                      Thomas L. Young,
                                      Executive Vice President, Administration,
                                      and General Counsel

Attest:


  /s/ James W. Baehren
------------------------------------
      James W. Baehren, Secretary

</TEXT>
</DOCUMENT>
