Exhibit 10.29


 


FIRST AMENDMENT TO


2005 INCENTIVE AWARD PLAN


OF
OWENS-ILLINOIS, INC.


THIS FIRST
AMENDMENT TO THE 2005 INCENTIVE AWARD PLAN OF OWENS-ILLINOIS, INC., dated as of
December 4, 2006, is made and adopted by OWENS-ILLINOIS, INC., a Delaware
corporation (the “Company”).  Capitalized
terms used but not otherwise defined herein shall have the respective meanings
ascribed to them in the 2005 Plan (as defined below).


RECITALS


WHEREAS, the
Company maintains the 2005 Incentive Award Plan of Owens-Illinois, Inc (the “2005
Plan”);


WHEREAS, the
Company desires to amend the 2005 Plan to amend the definition of “Fair Market
Value”;


WHEREAS, pursuant
to Section 14.1 of the 2005 Plan, the 2005 Plan may be amended by the
Compensation Committee (the “Committee”) of the Board of Directors of the
Company;


WHEREAS, this
First Amendment was duly adopted by a resolution of the Committee dated as of
March 25, 2002, subject to approval thereof by the Company’s stockholders; and


WHEREAS, this
First Amendment does not require approval of the stockholders of the Company.


NOW, THEREFORE, in
consideration of the foregoing, the Company hereby amends the 2005 Plan as
follows:


1.             Section 2.17 of the 2005 Plan is
hereby deleted in its entirety and replaced with the following:


“2.17  “Fair Market Value”
means with respect to a share of Stock as of a given date, (i) the closing
price of a share of Stock on the principal exchange on which shares of Stock
are then trading, if any, or if shares were not traded on that day,  then on the next preceding trading day during
which a sale occurred; or (ii) if Stock is not traded on an exchange but is
quoted on NASDAQ or a successor or other quotation system, (1) the last sales
price (if Stock is then listed as a National Market Issue under the NASD
National Market System) for such day; or (2) the mean between the closing
representative bid and asked prices (in all other cases) for the Stock on that
day as reported by NASDAQ or such successor quotation system; or (iii) if the
Stock is not publicly traded on an exchange and quoted on NASDAQ or a successor
quotation system, the mean between the closing bid and asked prices for the
Stock on such day as determined in good faith by the Committee; or (iv) if the
Stock is not publicly traded the fair market value established by the Committee
acting in good faith.”



  
 1
 









2.             This
First Amendment shall be and is hereby incorporated in and forms a part of the
2005 Plan.


3.             The foregoing amendment to Section
2.17 of the 2005 Plan shall be effective with respect to all future grants.


4.             All other terms and provisions of
the 2005 Plan shall remain unchanged except as specifically modified herein.


5.             The 2005 Plan, as amended by this
First Amendment, is hereby ratified and confirmed.


I hereby certify
that the foregoing Amendment was duly adopted by the Compensation Committee of
the Board of Directors of Owens-Illinois, Inc. on December 1, 2006.


 


	
  

  	
  By:

  	
    /s/
  James W. Baehren

  
	
   

  	
  Name: James W.
  Baehren

  
	
   

  	
  Title: Secretary

  



 



  
 2