EXHIBIT 10.28


                      AMENDMENT TO PHANTOM STOCK AGREEMENT

         THIS AMENDMENT TO PHANTOM 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 Amended and Restated
Owens-Illinois 1997 Equity Participation Plan (the "Plan"); and

         WHEREAS, the Plan provides for the issuance of phantom stock units,
subject to certain vesting conditions thereon; and

         WHEREAS, by Phantom Stock Agreement dated as of May 17, 1999 between
the Company and the Employee (the "Agreement"), the Employee was granted certain
Units of Phantom 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; 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. TERMINATION OF UNITS

                Until vested, all shares of Units issued to the Employee
            pursuant to this Agreement are subject to termination 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 Units shall
            immediately fully vest.

            SECTION 3.2 VESTING OF UNITS

                The Units 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. Subject
            to the terms of the Plan, the Employee may exercise his right to
            receive payment on a vested Unit or Units by delivering written
            notice to the Company. The notice should identify the Unit or Units
            to be exercised. The Employee's right to



            receive payment on a vested Unit shall permanently expire three (3)
            months after the date on which the Unit vests. Payment by the
            Company shall be made in shares of Common Stock. The Company shall
            issue one share of Common Stock to the Employee for each vested Unit
            exercised by the Employee."

         2. 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 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.


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         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:
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                                               Its:   Secretary

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Employee

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Address


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