0001104659-05-004341 Sample Contracts

Owens-Illinois, Inc. Underwriting Agreement
Underwriting Agreement • February 7th, 2005 • Owens Illinois Inc /De/ • Glass containers • New York

The stockholder of Owens-Illinois, Inc., a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholder”) proposes to sell to Lehman Brothers Inc. (the “Underwriter”) the number of shares of Common Stock, $.01 par value (“Common Stock”), of the Company, set forth in Schedule I hereto (said shares to be sold by the Selling Stockholder being hereinafter called the “Securities”). Any reference herein to the Registration Statement, the Base Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus or the Final Prospectus, as the case may be (the “Incorporated Documents”); and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Final Pr

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