Owens-Illinois (OI)

Eligibility

        Persons eligible to participate in the Restated Plan include employees and consultants of the Company and its subsidiaries, as determined by the Compensation Committee. The Company and its subsidiaries currently have approximately 23,000 employees. At this time, the Company does not anticipate granting awards under the 2005 Plan to consultants. Directors are not eligible for Awards under the Restated Plan.

(b)               

Eligibility

        Persons eligible to participate in the 2005 Plan include employees and consultants of the Company and its subsidiaries, as determined by the Compensation Committee.

Article III - Eligibility

3.1                                 Each Non-U.S. Retiree (or his or her Assignee) on the Effective Date, each Non-U.S. Employee (or his or her Assignee) who has a DBO Agreement in effect on the Effective Date, and each other Non-U.S. Employee (or his or her Assignee) whose position with an Employer is at or above the level of divisional vice president (or equivalent, as determined by the Company) and who is designated as eligible by the Chief Executive Officer of the Company, shall be eligible to participate in the Plan.

3.2                                 Each Non-U.S. Employee (or his or her Assignee) and Non-U.S. Retiree (or his or her Assignee) who is eligible to participate in the Plan on the Effective Date, and who (or whose Assignee) enrolls in the Plan by executing an Agreement, shall become a Participant on or as of the Effective Date. Each Non-U.S. Employee (or his or her Assignee) who becomes eligible to participate in the Plan after the Effective Date, and who (or whose Assignee) thereafter enrolls in the Plan by executing an Agreement, shall become a Participant in the Plan on the first Anniversary Date thereafter.

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Article III - Eligibility

3.1                                 Each Retiree (or his or her Assignee) on the Effective Date, each Employee (or his or her Assignee) who was a participant in the 2000 ELIP on the Effective Date, and each other Employee (or his or her Assignee) whose position with an Employer is at or above the level of divisional vice president (or equivalent, as determined by the Company) and who is designated as eligible by the Chief Executive Officer of the Company, shall be eligible to participate in the Plan.

3.2                                 Each Employee (or his or her Assignee) and Retiree (or his or her Assignee) who is eligible to participate in the Plan on the Effective Date, and who (or whose Assignee) enrolls in the Plan by executing an Agreement, shall become a Participant on or as of the Effective Date. Each Employee (or his or her Assignee) who becomes eligible to participate in the Plan after the Effective Date, and who (or whose Assignee) thereafter enrolls in the Plan by executing an Agreement, shall become a Participant in the Plan on the first Anniversary Date thereafter.

3.3                                 An Agreement shall go into effect on or as of the effective date specified in the Agreement and shall remain in effect until the Participant’s death, unless terminated earlier as provided in paragraph 9.2, paragraph 10.1 or Article XII; provided, however, that to the extent the Company’s Obligation has not been fully extinguished as provided in paragraph 9.2 or paragraph 10.1, it shall remain in effect notwithstanding the termination of the Agreement upon the termination of the Plan, the Company’s discontinuance of the payment of premiums under the Plan, or the cancellation, lapse, or surrender of the Policy for any reason as provided in Article XII, for so long as the Participant is or becomes a Retiree or remains an Employee of any Employer.

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