**Exhibit 3.1**

 

**SECONDRESTATED CERTIFICATE OF INCORPORATION****OF**

 

**OWENS-ILLINOIS,INC.**

 

The undersigned, being a Senior Vice President ofOwens-Illinois, Inc. (the “Corporation”), a corporation organized andexisting under the laws of the State of Delaware, does hereby certify asfollows:

 

1.             Thename of the Corporation is Owens-Illinois, Inc.  The Corporation was originally incorporatedunder the name SCI 5A, Inc.  Thedate of filing of its original Certificate of Incorporation with the Secretaryof State of Delaware was November 27, 1985.

 

2.             ThisRestated Certificate of Incorporation and the amendments set forth herein havebeen duly adopted in accordance with the provisions of Sections 242 and 245 ofthe General Corporation Law of the State of Delaware.

 

3.             Thetext of the Certificate of Incorporation of the Corporation, as amended orsupplemented, is hereby amended and restated, in full, to read as follows:

 

**ARTICLE I**

 

**Name Of TheCorporation**

 

The name of the Corporation is: Owens-Illinois, Inc.

 

**ARTICLE II**

 

**RegisteredAgent And Registered Office**

 

The address of its registered office in the State ofDelaware is 1209 Orange Street, in the City of Wilmington, County of NewCastle.  The name of its registered agentat such address is The Corporation Trust Company.

 

**ARTICLE III**

 

**Purpose OfThe Corporation**

 

The nature of the business or purposes to beconducted or promoted is:

 

To engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of the State ofDelaware (the “General Corporation Law”).

 

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**ARTICLE   IV**

 

**AuthorizedCapital Stock**

 

The total number of shares of all classes of capitalstock which the Corporation shall have authority to issue is three hundred million(300,000,000), consisting of two hundred and fifty million (250,000,000) sharesof common stock, par value $.01 per share (hereinafter called the “CommonStock”), and fifty million (50,000,000) shares of preferred stock, par value$.01 per share (hereinafter called the “Preferred Stock”).

 

The following is a description of each of theclasses of stock of the Corporation and a statement of the powers, preferencesand rights of such stock, and the qualifications, limitations and restrictionsthereof:

 

**A.            Authorityof the Board of Directors. **The Preferred Stock may be issued, from time to time, in one or moreseries, and each series shall be known and designated by such designations asmay be stated and expressed in a resolution or resolutions adopted by the Boardof Directors of the Corporation and as shall have been set forth in acertificate made, executed, acknowledged, filed and recorded in the mannerrequired by the laws of the State of Delaware in order to make the sameeffective.  Each series shall consist ofsuch number of shares as shall be stated and expressed in such resolution orresolutions providing for the issue of Preferred Stock of such series togetherwith such additional number of shares as the Board of Directors by resolutionor resolutions may from time to time determine to issue as a part of suchseries.  All shares of any one series ofsuch Preferred Stock shall be alike in every particular except that sharesissued at different times may accumulate dividends from different dates.  The Board of Directors shall have power andauthority to state and determine in the resolution or resolutions providing forthe issue of each series of Preferred Stock the number of shares of each suchseries authorized to be issued, the voting powers (if any) and thedesignations, preferences and relative, participating, optional or other rightsappertaining to each such series, and the qualifications, limitations orrestrictions thereof (including, but not by way of limitation, full power andauthority to determine as to the Preferred Stock of each such series, the rateor rates of dividends payable thereon, the times of payment of such dividends,the prices and manner upon which the same may be redeemed, the amount oramounts payable thereon in the event of liquidation, dissolution or winding upof the Corporation or in the event of any merger or consolidation of or sale ofassets by the Corporation, the rights (if any) to convert the same 

 

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into, and/or to purchase, stock of any otherclass or series, the terms of any sinking fund or redemption or purchaseaccount (if any) to be provided for shares of such series of the PreferredStock, and the voting powers (if any) of the holders of any series of PreferredStock generally or with respect to any particular matter, which may be lessthan, equal to or greater than one vote per share, and which may, withoutlimiting the generality of the foregoing, include the right, voting as a seriesby itself or together with the holders of any other series of Preferred Stockor all series of Preferred Stock as a class, to elect one or more directors ofthe Corporation generally or under such specific circumstances and on suchconditions, as shall be provided in the resolution or resolutions of the Boardof Directors adopted pursuant hereto, including, without limitation, in theevent there shall have been a default in the payment of dividends on orredemption of any one or more series of Preferred Stock).  The Board of Directors may from time to timedecrease the number of shares of any series of Preferred Stock (but not belowthe number thereof then outstanding) by providing that any unissued sharespreviously assigned to such series shall no longer constitute part thereof andmay assign such unissued shares to an existing or newly created series.  The foregoing provisions of this paragraph Awith respect to the creation or issuance of series of Preferred Stock shall besubject to any additional conditions with respect thereto which may becontained in any resolutions then in effect which shall have theretofore beenadopted in accordance with the foregoing provisions of this paragraph A withrespect to any then outstanding series of Preferred Stock.

 

**B. Voting Rights.**

 

1.             **Common.  **Except as may otherwise be required bylaw, and subject to the provisions of such resolution or resolutions as may beadopted by the Board of Directors pursuant to Paragraph A of this Article IVgranting the holders of one or more series of Preferred Stock exclusive votingpowers with respect to any matter, each holder of Common Stock shall have onevote in respect of each share of Common Stock held on all matters voted upon bythe stockholders.

 

2.             **Preferred. **The Preferred Stock shall have no voting rights and shall have norights to receive notice of any meetings except as required by law or expresslyprovided in the resolution establishing any series thereof.

 

**C.            Termsof Common Stock. **The Common Stock shall be subject to the express terms of the PreferredStock and any series thereof.  Each shareof Common Stock shall be equal to every other share of Common Stock.

 

After the provisions with respect to preferentialdividends on any 

 

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series of Preferred Stock (fixed in accordance withthe provisions of Paragraph A of this Article IV), if any, shall have beensatisfied and after the Corporation shall have complied with all therequirements, if any, with respect to redemption of, or the setting aside ofsums as sinking funds or redemption or purchase accounts with respect to, anyseries of Preferred Stock (fixed in accordance with the provisions of ParagraphA of this Article IV), and subject further to any other conditions thatmay be fixed in accordance with the provisions of Paragraph A of this Article IV,then, and not otherwise, the holders of Common Stock shall be entitled toreceive such dividends as may be declared from time to time by the Board ofDirectors.

 

In the event of the voluntary or involuntaryliquidation, dissolution or winding-up of the Corporation, after distributionin full of the preferential amounts, if any (fixed in accordance with theprovisions of Paragraph A of this Article IV), to be distributed to theholders of Preferred Stock by reason thereof, the holders of Common Stockshall, subject to the additional rights, if any (fixed in accordance with theprovisions of Paragraph A of this Article IV), of the holders of anyoutstanding shares of Preferred Stock, be entitled to receive all of theremaining assets of the Corporation, tangible and intangible, of whatever kindavailable for distribution to stockholders ratably in proportion to the numberof shares of Common Stock held by them respectively.

 

The authorized amount of shares of Common Stock andof Preferred Stock may, without a class or series vote, be increased ordecreased from time to time by the affirmative vote of the holders of amajority of the combined voting power of the then-outstanding shares of capitalstock of the Corporation that pursuant to the Certificate of Incorporation areentitled to vote generally in the election of directors of the Corporation,voting together as a single class.

 

**ARTICLE V**

 

**CorporateExistence**

 

The Corporation is to have perpetual existence.

 

**ARTICLE VI**

 

**AmendmentOf The By-Laws**

 

In furtherance and not in limitation of the powersconferred by statute, the Board of Directors is expressly authorized to make,alter or repeal the By-Laws of the Corporation.

 

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**ARTICLE VII**

 

**DirectorLiability; Indemnification**

 

A director of the Corporation shall not bepersonally liable to the Corporation or its stockholders for monetary damagesfor breach of fiduciary duty as a director, except for liability (i) forany breach of the director’s duty of loyalty to the Corporation or itsstockholders, (ii) for acts or omissions not in good faith or whichinvolve intentional misconduct or a knowing violation of law, (iii) under Section 174of the General Corporation Law, as the same exists or hereafter may be amended,or (iv) for any transaction from which the director derived an improperpersonal benefit.  If the GeneralCorporation Law hereafter is amended to authorize the further elimination orlimitation of the liability of the directors, then the liability of a directorshall be eliminated or limited to the fullest extent permitted by the amendedGeneral Corporation Law.  In addition tothe limitation on personal liability of directors provided herein, the Corporationshall, to the fullest extent permitted by the General Corporation Law:  (x) indemnify its officers and directorsand (y) advance expenses incurred by such officers or directors inrelation to any action, suit or proceeding. Any repeal or modification of this paragraph by the stockholders of theCorporation shall be prospective only, and shall not adversely affect anylimitation on the personal liability or right to indemnification or advancementof expenses hereunder existing at the time of such repeal or modification.

 

**ARTICLEVIII**

 

**Meetings OfStockholders**

 

**A.           **Meetings of stockholders may be held within or without the State ofDelaware, as the By-Laws may provide. The books of the Corporation may be kept(subject to any provision contained in the statutes) outside the State ofDelaware at such place or places as may be designated from time to time by the Boardof Directors or in the By-Laws of the Corporation. Elections of directors neednot be by written ballot unless the By-Laws of the Corporation shall soprovide.

 

**B.           **Whenever a compromise or arrangement is proposed between the Corporationand its creditors or any class of them and/or between the Corporation and itsstockholders or any class of them, any court of equitable jurisdiction withinthe State of Delaware may, on the application in a summary way of the Corporationor of any creditor or stockholder thereof or on the application of any receiveror receivers appointed for the Corporation 

 

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under the provisions of Section 291 ofthe General Corporation Law or on the application of trustees in dissolution orof any receiver or receivers appointed for the Corporation under the provisionsof Section 279 of the General Corporation Law order a meeting of thecreditors or class of creditors, and/or of the stockholders or class ofstockholders of the Corporation, as the case may be, to be summoned in suchmanner as the said court directs.  If amajority in number representing three-fourths in value of the creditors orclass of creditors, and/or of the stockholders or class of stockholders of theCorporation, as the case may be, agree to any compromise or arrangement and toany reorganization of the Corporation as consequence of such compromise orarrangement, the said compromise or arrangement and the said reorganizationshall, if sanctioned by the court to which the said application has been made,be binding on all the creditors or class of creditors, and/or on all thestockholders or class of stockholders of the Corporation, as the case may be,and also on the Corporation.

 

**ARTICLE IX**

 

**FurtherAmendments**

 

Subject to the provisions hereof, the Corporationreserves the right at any time, and from time to time, to amend, alter, repeal,or rescind any provision contained herein, in the manner now or hereafterprescribed by law, and other provisions authorized by the laws of the State ofDelaware at the time in force may be added or inserted, in the manner now orhereafter prescribed by law; and all rights, preferences and privileges ofwhatsoever nature conferred upon stockholders, directors, or any other personswhomsoever by and pursuant to this Certificate of Incorporation in its presentform or as hereafter amended are granted subject to this reservation.

 

**ARTICLE X**

 

**ClassifiedBoard**

 

**A.           **Except as may otherwise be provided pursuant to Article IV hereofwith respect to any rights of holders of Preferred Stock to elect additionaldirectors, the number of directors of the Corporation shall be not less thanone (1) nor more than twelve (12), with the then-authorized number of directorsbeing fixed from time to time by or pursuant to a resolution passed by theBoard of Directors of the Corporation.

 

**B.           **The directors of the Corporation (other than any directors who may beelected by holders of Preferred Stock as provided for pursuant to Article IVhereof) shall be and are divided into three classes:  Class I, Class II and Class III,The number of directors in each class shall be as nearly equal as thethen-authorized number of directors constituting the Board of 

 

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Directors permits.  Each director shall serve for a term ending onthe date of the third annual meeting of stockholders (an “Annual Meeting”)following the Annual Meeting at which such director was elected; provided,however, that each initial director in Class I shall serve for a termending on the date of the Annual Meeting held in 1992, each initial director inClass II shall serve for a term ending on the date of the Annual Meetingheld in 1993, and each initial director in Class III shall serve for aterm ending on the date of the Annual Meeting held in 1994. Any director whomay be elected by holders of Preferred Stock as provided for pursuant to Article IVhereof shall serve for a term ending on the date of the next Annual Meetingfollowing the Annual Meeting at which such director was elected.

 

**C.           **In the event of any increase or decrease in the authorized number ofdirectors:

 

1.             Eachdirector then serving shall nevertheless continue as a director of the class ofwhich he is a member until the expiration of his term or his prior death,retirement, resignation or removal; and

 

2.             Exceptto the extent that an increase or decrease in the authorized number ofdirectors occurs in connection with the rights of holders of Preferred Stock toelect additional directors, the newly created or eliminated directorshipsresulting from any increase or decrease shall be apportioned by the Board ofDirectors among the three classes so as to keep the number of directors in eachclass as nearly equal as possible.

 

**D.           **Notwithstanding the provisions of Paragraphs B and C of this Article X,each director shall serve until his successor is elected and qualified or untilhis death, retirement, resignation or removal. Except as may otherwise be provided pursuant to Article IV hereofwith respect to any rights of holders of Preferred Stock, a director may beremoved without cause either by (i) a majority vote of the directors thenin office (including for purposes of calculating the number of directors thenin office the director subject to such removal vote), or (ii) theaffirmative vote of the stockholders holding at least 80% of the capital stockentitled to vote for the election of directors.

 

**E.            **Except as may otherwise be provided pursuant to Article IV hereofwith respect to any rights of holders of Preferred Stock to elect additionaldirectors, should a vacancy in the Board of Directors occur or be created(whether arising through death, retirement, resignation or removal or throughan increase in the number of authorized directors), such vacancy shall befilled by the affirmative vote of a majority of the 

 

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remaining directors, even though less than aquorum of the Board of Directors. A director so elected to fill a vacancy shallserve for the remainder of the term of the class to which he was elected.

 

**F.            **During any period when the holders of any series of Preferred Stock havethe right to elect additional directors as provided for or fixed pursuant tothe provisions of Article IV hereof, then upon commencement and for theduration of the period during which such right continues (i) the thenotherwise total and authorized number of directors of the Corporation shallautomatically be increased by such specified number of directors, and theholders of such Preferred Stock shall be entitled to elect the additionaldirectors so provided for or fixed pursuant to said provisions, and (ii) eachsuch additional director shall serve until such director’s successor shall havebeen duly elected and qualified, or until such director’s right to hold suchoffice terminates pursuant to said provisions, whichever occurs earlier,subject to his earlier death, disqualification, resignation or removal.  Except as otherwise provided by the Board ofDirectors in the resolution or resolutions establishing such series, wheneverthe holders of any series of Preferred Stock having such right to elect additionaldirectors are divested of such right pursuant to the provisions of such stock,the terms of office of all such additional directors elected by the holders ofsuch stock, or elected to fill any vacancies resulting from the death,resignation, disqualification or removal of such additional directors, shallforthwith terminate and the total and authorized number of directors of theCorporation shall be reduced accordingly.

 

**ARTICLE XI**

 

**CertainLimitations On Powers Of Stockholders**

 

**A.           **Action shall be taken by the stockholders only at annual or specialmeetings of stockholders and stockholders may not act by written consent.

 

**B.           **Special meetings of the stockholders of the Corporation for any purposeor purposes may be called at any time by the Board of Directors, or by amajority of the members of the Board of Directors, or by a committee of theBoard of Directors which has been duly designated by the Board of Directors andwhose powers and authority, as provided in a resolution of the Board ofDirectors or in the By-Laws of the Corporation, include the power to call suchmeetings.  Special meetings of stockholdersof the Corporation may not be called by any other person or persons.

 

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**ARTICLE XII**

 

**Vote RequiredTo Amend Articles**

 

The provisions set forth in this Article XIIand in Article X (provisions as to number, classes and removal ofdirectors), and Article XI (provisions regarding certain limitations onpowers of stockholders) may not be repealed or amended in any respect, and noprovision imposing cumulative voting in the election of directors may be added,unless such action is approved by the affirmative vote of the holders of notless than 80% of all of the outstanding shares of capital stock of theCorporation or another corporation entitled to vote generally in the electionof directors.

 

**ARTICLEXIII**

 

**ExecutiveCommittee**

 

The Board of Directors, pursuant to the By-Laws ofthe Corporation or by resolution passed by a majority of the then-authorizednumber of directors, may designate any of their number to constitute anExecutive Committee, which Executive Committee, to the fullest extent permittedby law and provided for in said resolution or in the By-Laws of theCorporation, shall have and may exercise all of the powers of the Board ofDirectors in the management of the business and affairs of the Corporation, andshall have power to authorize the seal of the Corporation to be affixed to allpapers that may require it.

 

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**IN WITNESS WHEREOF,**Owens-Illinois, Inc.has caused its corporate seal to be hereunto affixed and this Second RestatedCertificate of Incorporation to be signed by Albert P. L. Stroucken, itsPresident, and attested by James W. Baehren, its Secretary, this twenty-thirdday of April, 2009.

 

**OWENS-ILLINOIS, INC.**

 
| **/s/  Albert P. L. Stroucken** |   |
|---------------------------------|--------|
|                            |   |
| **Albert  P. L. Stroucken**     |   |
|                            |   |
| **President**                   |   |
|                            |   |
| **[Seal]**                      |   |
|                            |   |
| **ATTEST:**                     |   |
|                            |   |
| **/s/  James W. Baehren**       |   |
|                            |   |
| **James  W. Baehren**           |   |
|                            |   |
| **Secretary**                   |   |

 

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