UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

 In the Matter of

OWENS CORNING,

 a corporation.

 File No. 061-0281

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission (“Commission”), having initiated an investigation of the

proposed acquisition by Owens Corning (“Proposed Respondent”) of certain fiberglass

reinforcements and composite fabrics assets of Compagnie de Saint Gobain (“Saint Gobain”),

and it now appearing that Proposed Respondent is willing to enter into this Agreement

Containing Consent Order (“Consent Agreement”) to divest certain assets and providing for

other relief:

IT IS HEREBY AGREED by and between Proposed Respondent, by its duly authorized

officers and attorneys, and counsel for the Commission that:

1. Owens Corning is a publicly traded company, organized, existing and doing business under

and by virtue of the laws of the State of Delaware, with its office and principal place of

business located at One Owens Corning Parkway, Toledo, Ohio 43659.

2. Proposed Respondent admits all the jurisdictional facts set forth in the draft of Complaint

here attached.

3. Proposed Respondent waives:

a. any further procedural steps;

b. the requirement that the Commission’s Decision and Order contain a statement of

findings of fact and conclusions of law;

c. all rights to seek judicial review or otherwise challenge or contest the validity of the

Decision and Order entered pursuant to this Consent Agreement; and

d. any claim under the Equal Access to Justice Act.
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4. The Proposed Respondent shall submit initial reports, pursuant to Section 2.33 of the

Commission’s Rules, 16 C.F.R. § 2.33, within fifteen (15) days of the date on which it

executes this Consent Agreement and every thirty (30) days thereafter until the Decision and

Order becomes final or the divestiture required pursuant to Paragraph II.A of the Decision

and Order is accomplished, whichever is earlier. Each such report shall be signed by the

Proposed Respondent and shall set forth in detail the manner in which the Proposed

Respondent has to date complied or has prepared to comply, is complying, and will comply

with the Decision and Order. Such reports will not become part of the public record unless

and until the Consent Agreement and Decision and Order are accepted by the Commission

for public comment.

5. This Consent Agreement shall not become part of the public record of the proceeding unless

and until it is accepted by the Commission. If this Consent Agreement is accepted by the

Commission, it, together with the draft of Complaint contemplated thereby, will be placed

on the public record for a period of thirty (30) days and information in respect thereto

publicly released. The Commission thereafter may either withdraw its acceptance of this

Consent Agreement and so notify Proposed Respondent, in which event it will take such

action as it may consider appropriate, or issue or amend its Complaint (in such form as the

circumstances may require) and issue its Decision and Order, in disposition of the

proceeding.

6. This Consent Agreement is for settlement purposes only and does not constitute an

admission by Proposed Respondent that the law has been violated as alleged in the draft of

Complaint here attached, or that the facts as alleged in the draft of Complaint, other than

jurisdictional facts, are true.

7. This Consent Agreement contemplates that, if it is accepted by the Commission, the

Commission may (a) issue and serve its Complaint corresponding in form and substance

with the draft of Complaint here attached, and (b) make information public with respect

thereto. If such acceptance is not subsequently withdrawn by the Commission pursuant to

the provisions of Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission may, without

further notice to the Proposed Respondent, issue the attached Decision and Order containing

an order to divest and providing for other relief in disposition of the proceeding.

8. When final, the Decision and Order shall have the same force and effect and may be altered,

modified or set aside in the same manner and within the same time provided by statute for

other orders. The Decision and Order shall become final upon service. Delivery of the

Complaint, and the Decision and Order to Proposed Respondent by any means provided in

Commission Rule 4.4(a), 16 C.F.R. § 4.4(a), shall constitute service. Proposed Respondent

waives any right it may have to any other manner of service. Proposed Respondent also

waives any right they may otherwise have to service of any Appendices incorporated by

reference into the Decision and Order, and agree that they are bound to comply with and will

comply with the Decision and Order to the same extent as if they had been served with
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copies of the Appendices, where Proposed Respondent is already in possession of copies of

such Appendices.

9. The Complaint may be used in construing the terms of the Decision and Order, and no

agreement, understanding, representation, or interpretation not contained in the Decision and

Order or the Consent Agreement may be used to vary or contradict the terms of the Decision

and Order.

10. By signing this Consent Agreement, the Proposed Respondent represents and warrants that it

can accomplish the full relief contemplated by the attached Decision and Order (including

effectuating all required divestitures, assignments, and transfers) required to be

accomplished by it thereunder and that all parents, subsidiaries, affiliates, and successors

necessary to effectuate the full relief contemplated by this Consent Agreement are parties to

this Consent Agreement.

11. By signing this Consent Agreement, Proposed Respondent represents and warrants that the

OC CFM Divestiture Agreement, as defined the Decision and Order, provides for the

complete divestiture, or transfer of all assets and licenses, that are required to be divested or

transferred pursuant to Paragraph II of the Decision and Order.

12. By signing this Consent Agreement, Proposed Respondent represents and warrants that it has

obtained all third-party approvals necessary for Proposed Respondent to comply with the

Decision and Order.

13. Proposed Respondent acknowledges that the Commission is relying upon Proposed

Respondent’s representations and warranties, stated herein, in making its determinations in

this matter.

14. Proposed Respondent has read the draft of the Complaint and the Decision and Order,

contemplated hereby. Proposed Respondent understands that once the Decision and Order

has been issued, it will be required to file one or more compliance reports showing that it has

fully complied with the Decision and Order. Proposed Respondent agrees to comply with

the terms of the proposed Decision and Order from the date it signs this Consent Agreement. 

Proposed Respondent further understands that it may be liable for civil penalties in the

amount provided by law for each violation of the Decision and Order after it becomes final.
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Signed this _____ day of __________, 2007.
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OWENS CORNING

By:

John W.Christy, 

Vice President and Assistant Secretary

Owens Corning

____________________________

Deborah L. Feinstein

Arnold & Porter LLP

Counsel for Owens Corning

____________________________

Mark R. Merley

Arnold & Porter LLP

Counsel for Owens Corning

FEDERAL TRADE COMMISSION

Wallace W. Easterling

Sebastian Lorigo

David Morris

Leonor Velazquez

Attorneys

Bureau of Competition

APPROVED:

____________________________

Morris Bloom

Acting Assistant Director

Bureau of Competition

____________________________

Jeffrey Schmidt

Director

Bureau of Competition