OWENS CORNING KEY EMPLOYEE RETENTION INCENTIVE PLAN

OWENS CORNING

KEY EMPLOYEE RETENTION INCENTIVE PLAN

1. Purpose. This Owens Corning Key Employee Retention Incentive Plan has been established by Owens Corning for designated key employees of the Company. The purpose of the Plan is to provide an incentive to Participants to remain in the employ of the Company through the date of the Company's emergence from Chapter 11 bankruptcy.
2. Definitions. For purposes of this Plan:
1. "Board" shall mean the Board of Directors of Owens Corning.
2. "Cause" shall mean acts of gross misconduct, gross insubordination, embezzlement, fraud, misappropriation of funds, property or trade secrets (in each case as determined by the Committee), or the commission of any felony under state or federal law.
3. "Committee" shall mean the Compensation Committee of the Board.
4. "Company" shall mean Owens Corning, a Delaware Corporation, and each of its subsidiaries and affiliates.
5. "Disability" shall mean the Participant's entitlement to benefits under any long term disability plan or program of the Company.
6. "Effective Date" means January 1, 2005.
7. "Emergence" shall mean the effective date of a Plan of Reorganization confirmed in the Chapter 11 proceedings.
8. "Retention Amount" shall mean, with respect to each Participant, the amount payable under the Plan in accordance with Section 5(a) hereof.
9. "Emergence Date" shall mean the date of Emergence, as defined.
10. "Nonqualifying Severance" shall mean any termination of a Participant's employment with the Company after the Effective Date and before the earlier of the Emergence Date or December 31, 2005, in other than a Qualifying Severance.
11. "Participant" shall mean an employee of the Company who participates in the Plan in accordance with Section 4 hereof.
12. "Plan" shall mean this Owens Corning Key Employee Retention Incentive Plan, as amended from time to time.

13. "Qualifying Severance" shall mean the termination of a Participant's employment with the Company after the Effective Date and before the earlier of the Emergence Date or December 31, 2005: (i) by the Company other than for Cause, or (ii) by reason of death or Disability.