EXHIBIT 10.26

                     AMENDMENT TO RESTRICTED STOCK AGREEMENT

         THIS AMENDMENT TO RESTRICTED STOCK AGREEMENT, dated as of June 22, 2001
is made by and between Owens-Illinois, Inc., a Delaware corporation (the
"Company") and [____________], an employee of the Company or a Parent
Corporation or a Subsidiary (the "Employee"):

         WHEREAS, the Company has established the Owens-Illinois 1997 Equity
Participation Plan (the "Plan"); and

         WHEREAS, the Plan provides for the issuance of shares of the Company's
Common Stock, subject to certain restrictions thereon; and

         WHEREAS, by Restricted Stock Agreement dated as of May 17, 1999 between
the Company and the Employee (the "Agreement"), the Employee was granted certain
shares of Restricted Stock (as defined in the Agreement); and

         WHEREAS, the Compensation Committee of the Board of Directors of the
Company has determined it would be to the advantage and best interest of the
Company and its stockholders to amend the Agreement as provided for herein in
partial consideration of services rendered, or to be rendered, to the Company
and/or its subsidiaries; and

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:

         1. Sections 3.1 and 3.2 of the Agreement are hereby amended to read, in
their entirety, as follows:

            "SECTION 3.1. REACQUISITION OF RESTRICTED STOCK

                Until vested, all shares of Restricted Stock issued to the
            Employee pursuant to this Agreement are subject to reacquisition by
            the Company immediately upon a Termination of Employment other than
            from death or total disability (as determined by the Committee in
            accordance with Company plans and policies), in which event all
            shares of Restricted Stock shall immediately fully vest and all
            Restrictions with respect to such shares of Restricted Stock shall
            immediately expire. Following any reacquisition by the Company
            pursuant to this Section 3.1, the Company shall promptly pay to the
            Employee an amount equal to the product of $.01 times the number of
            shares of Restricted Stock reacquired.



            SECTION 3.2 LAPSE OF RESTRICTIONS.

                The Restricted Stock shall fully vest, and all Restrictions
            thereon shall immediately expire upon the later to occur of (a) the
            third anniversary of this Agreement, and (b) either (i) Employee's
            retirement (whether normal or early, as determined in accordance
            with Company plans and policies) from the Company, or (ii) a
            Termination of Employment that is not initiated by, and not
            voluntary on the part of the Employee, other than for Cause. Upon
            the vesting of the shares and subject to Section 5.3, the Company
            shall cause new certificates to be issued with respect to such
            vested shares and delivered to the Employee or his legal
            representative, free from the legend provided for in Section 3.3 and
            any of the other Restrictions. Such vested shares shall cease to be
            considered Restricted Stock subject to the terms and conditions of
            this Agreement."

         2. To the extent inconsistent with the following, Article IV of the
Agreement is hereby amended to read, in its entirety, as follows:

                                  "ARTICLE IV.

                        NON-COMPETITION/NON-SOLICITATION

            SECTION 4.1. COVENANT NOT TO COMPETE

                Employee covenants and agrees that prior to Employee's
            Termination of Employment and for a period of three (3) years
            following the Employee's Termination of Employment, Employee shall
            not, in the United States of America or in any other country in
            which the Company manufactures or sells it products, engage,
            directly or indirectly, whether as principal or as agent, officer,
            director, employee, consultant, shareholder or otherwise, alone or
            in association with any other person, corporation or other entity,
            in any Competing Business.

            SECTION 4.2. NON-SOLICITATION OF EMPLOYEES

                Employee agrees that prior to his Termination of Employment and
            for three (3) years following Employee's Termination of Employment,
            including without limitation termination by the Company for Cause or
            without Cause, Employee shall not, directly or indirectly, solicit
            or induce, or attempt to solicit or induce, any employee of the
            Company to leave the employment of the Company for any reason
            whatsoever, or hire any employee of the Company except into the
            employment of the Company.

            SECTION 4.3. EXCEPTION

                Notwithstanding anything contained in this Agreement to the
            contrary, the


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            restrictions set forth in Section 4.1 above shall lapse and be of no
            further effect in the event of a Termination of Employment that is
            not initiated by, and not voluntary on the part of the Employee,
            other than for Cause."

         3. Except as otherwise provided herein, the Agreement shall remain in
full force and effect.

         IN WITNESS WHEREOF, the Company and the Employee have caused this
Amendment to be executed as of the day and year first above written.


                                              OWENS-ILLINOIS, INC.


                                              By:
                                                 -------------------------------
                                              Its:   Executive Vice President

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Employee

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Address


Employee's Taxpayer
Identification Number:

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