EXHIBIT 10.1

                    SECOND AMENDMENT TO AMENDED AND RESTATED
               OWENS-ILLINOIS SUPPLEMENTAL RETIREMENT BENEFIT 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 Amended and Restated Owens-Illinois Supplemental Retirement
Benefit Plan (the "PLAN"), the Plan is hereby amended as follows:

     1. Article IV of the Plan is amended by amending Section 4.01 thereof to
read, in its entirety, as follows:

          "SECTION 4.01 - Each Eligible Employee shall be entitled to a normal,
     postponed, early, or vested deferred retirement benefit under this Plan in
     an amount equal to the excess of the amount of the comparable benefit to
     which he or she would be entitled under the Salary Plan at the time of his
     or her retirement or other termination of employment if the limitations,
     exclusions, and curtailments referred to in Sections 3.01 and 3.02 hereof
     were not applicable to the Salary Plan, over: (i) the amount of any such
     comparable benefit actually payable under the Salary Plan, including such
     Employee's Qualified Supplemental Employee Annual Retirement Benefit; (ii)
     the pre-tax amount of any accrued Plan benefits previously paid to such
     Employee in connection with the Company's 2000 Special Separation Program;
     and (iii) the comparable benefit attributable to any contributions made on
     behalf of the Employee pursuant to a certain Secured Executive Retirement
     Benefit Agreement entered into between such Employee and the Company. For
     purposes of this Section 4.01 and in accordance with the provisions of such
     Secured Executive Retirement Agreement, an Employee's benefit under this
     Plan shall be reduced by $1.00 for every $0.70 benefit provided to such
     Employee under the Secured Executive Retirement Benefit Agreement."

     2. Article IV of the Plan is amended further by amending Section 4.02
thereof to read, in its entirety, as follows:

          "SECTION 4.02 - Upon the death of an Eligible Employee, except to the
     extent otherwise provided under or pursuant to Section 4.03(e) hereof, a
     survivor or death benefit shall be payable to the spouse or other
     Beneficiary of such Eligible Employee in an amount equal to the excess of
     the amount of comparable benefit which would have been payable under the
     Salary Plan at the time of his or her death if the limitations, exclusions,
     and curtailments referred to in Sections 3.01 and 3.02 hereof were not
     applicable to the Salary Plan, over: (i) the amount of any such comparable
     benefit actually payable under the Salary Plan, including any amount
     attributable to such Employee's Qualified Supplemental Employee Annual
     Retirement Benefit; (ii) the pre-tax amount of any accrued Plan benefits
     previously paid to such Employee in connection with the Company's 2000



     Special Separation Program; and (iii) the comparable benefit attributable
     to any contributions made on behalf of the Employee pursuant to a certain
     Secured Executive Retirement Benefit Agreement entered into between such
     Employee and the Company. For purposes of this Section 4.02 and in
     accordance with the provisions of such Secured Executive Retirement
     Agreement, an Employee's survivor or death benefit under this Plan shall be
     reduced by $1.00 for every $0.70 benefit provided to such Employee's spouse
     or Beneficiary under the Secured Executive Retirement Benefit Agreement."

     2. This Second Amendment shall be effective on or as of January 1, 2002. In
all other respects the Plan shall remain in full force and effect as amended and
restated on May 29, 1998, effective as of January 1, 1998, as thereafter
amended.

     IN WITNESS WHEREOF, this Second Amendment has been executed by a duly
authorized officer of the Company this 16th day of January, 2002.

                                 OWENS-ILLINOIS, INC.

                                 By /s/ Thomas L. Young
                                    --------------------------------------------
                                        Thomas L. Young,
                                        Executive Vice President, Administration
Attest:


 /s/ D. W. Pennywitt
----------------------------