RELEASE ANDNON-COMPETITION AGREEMENT

        This RELEASE ANDNON-COMPETITION AGREEMENT (the “Agreement”) is made by and between Glen H.Hiner (“Hiner”), for himself and his heirs, executors, successors and assigns,and Owens Corning, and each of its subsidiaries, predecessors, successors, affiliatedentities and past, present and future officers, directors, employees, agents, attorneysand assigns (all collectively, “OWENS CORNING” for purposes of this Agreement);  

        WHEREAS, it beingthe desire of the parties, for good and valuable consideration, (i) to memorializecertain non-competition, non-solicitation and non-disclosure agreements between theparties and (ii) to amicably resolve all areas of actual and potential claims, disputes,and responsibilities, arising out of Hiner’s employment and retirement fromemployment with OWENS CORNING, in accordance with the terms set forth below;  

        NOW, THEREFORE, inconsideration of the mutual promises and obligations recited herein:  

        1.                 Hineragrees that his last date of employment with OWENS CORNING will be April           18,2002 (the “Retirement Date”), and further agrees that he is           resigningfrom all Boards of Directors for all corporations owned in whole or in           part byOWENS CORNING, including the Owens Corning Board of Directors, as of the           datethis Agreement is executed by all parties.  

        2.                 Hinerfully and forever releases and discharges OWENS CORNING from any and all           claimsand actions of every kind, nature and description, including any claim           underthe Age Discrimination In Employment Act as amended, the Older           Worker’sBenefit Protection Act, breach of express or implied contract,           violation ofERISA, and/or all other claims or derivative claims of tortuous           conduct,statutory or constitutional violation, whether in law or equity, known           orunknown, of every kind, nature and description, including all claims arising          out of or in connection with Hiner’s employment or retirement from          employment with OWENS CORNING, up to the date of the signing of this Agreement,          excluding only: (a) claims for indemnification or relating to insurancecoverage           for services performed as an employee, officer or director, and/orclaims for           indemnification under paragraph 3 of this Agreement, and (b) claimsto enforce           any provisions of this Agreement.  

        3.                 OWENSCORNING forever releases and discharges Hiner from any and all claims and          actions of every kind, nature and description, whether in law or equity, known          or unknown, up to the date of the signing of this Agreement, excluding only          claims to enforce any provisions of this Agreement. OWENS CORNING shall also          indemnify and hold Hiner harmless from and against any claims, charges,          liabilities, obligations, or actions asserted against Hiner which arise out of          or relate in any way to Hiner’s employment with OWENS CORNING, this          Agreement, or any services provided by Hiner under this Agreement. Such          indemnification is in addition to any existing indemnification rights and shall          extend to any and all liabilities, expenses, costs, damages and/or losses ofany           kind, including attorney fees and all expenses in connection with thedefense           against any claim.  

        4.                 Hineragrees to cooperate and assist in the prosecution and defense of any           lawsuit orother adversarial proceeding presently pending or which may in the           future befiled by or against OWENS CORNING. Hiner also agrees, upon request, to          cooperate and assist OWENS CORNING when dealing with its creditors and their          Committees. Hiner further agrees to make himself available for reasonable          consulting assistance to OWENS CORNING’S Chief Executive Officer and/or          Chairman, as requested. Hiner shall be entitled to reimbursement from OWENS          CORNING for any reasonable costs and expenses incurred by him in providing such          cooperation, assistance, or consulting, together with a daily consulting fee in          an amount equal to a per diem amount based on Hiner’s final salary at the          time of his retirement.  

        5.                 Hineragrees that for a period of five (5) years beginning on his Retirement           Date, hewill not directly or indirectly: (i) induce or attempt to induce any           employeeof OWENS CORNING to leave the employ of OWENS CORNING or in any way           interferewith the relationship between OWENS CORNING and any employee thereof;           or (ii)induce or attempt to induce any customer, supplier, licensee or other           businessrelation of OWENS CORNING to cease doing business with OWENS CORNING,           or in anyway interfere with the relationship between such customer, supplier,           licenseeor business relation of OWENS CORNING.  

        6.                 Hineracknowledges that in the course of his employment with OWENS CORNING he          acquired confidential and proprietary information regarding OWENS CORNING’S          operations, assets, liabilities, businesses and practices, and Hinerunderstands           and agrees that he (a) will keep such information including allOWENS CORNING           files, information, and materials confidential at all times; (b)will not           disclose or communicate such OWENS CORNING information to any personor persons           unless first authorized in writing by OWENS CORNING; and (c) willnot make use           of such information on his own behalf or on the behalf of anyother person,           persons or entities unless he first obtains authorization fromOWENS CORNING in           writing. In view of the nature of Hiner’s employment andthe nature of the           OWENS CORNING’S information that Hiner has received andgenerated during           the course of his employment, Hiner agrees that anyunauthorized disclosure to           any person or persons of such OWENS CORNINGinformation would cause irreparable           damage to OWENS CORNING, and therefore,OWENS CORNING shall be entitled to seek           an appropriate injunction and legalremedies in a court of appropriate           jurisdiction. If required by operation oflaw to disclose any such information,           or in the course of defense orprosecution of any action, Hiner may do so           provided that he first notifiesOWENS CORNING’S General Counsel, in writing           via fax and U.S. mail, within24 hours of his receipt of the underlying court           order/subpoena (enclosingsame), in order to provide OWENS CORNING with the           opportunity to respond tosaid subpoena/court order.  

        7.                 Hineragrees that during the remainder of his employment and for a period of           five (5)years thereafter, he will not, directly or indirectly, engage in, be           engaged by(including engagement for consulting or advising), provide services           for or haveany interest in, any other person, firm, corporation or entity which           conductsany activity competitive with the business of OWENS CORNING; provided           however,that nothing contained herein shall restrict Hiner from owning 1% or           less ofthe corporate securities of any competitor of the Company where these          securities are listed on any national securities exchange or traded actively in          the national over-the-counter market. Hiner further agrees that he will not at          any time engage in any form of conduct, or make any statements or          representations, that disparage or otherwise impair the reputation, goodwill or          business interests of OWENS CORNING, its management, directors or officers.  

        8.                 Hinerrecognizes the broad scope of the foregoing covenants, but expressly           agreesthat they are reasonable in light of the worldwide scope of the business          conducted by OWENS CORNING. If any court or tribunal of competent jurisdiction          shall refuse to enforce the foregoing covenants because the time limit          applicable thereto is deemed unreasonable, it is expressly understood andagreed           that such covenants shall not be void, but that for the purpose of such          proceedings and in such jurisdictions such time limitation shall be deemed tobe           reduced to the extent necessary to permit enforcement of the covenants. Ifany           court or tribunal of competent jurisdiction shall refuse to enforce any orall           of the foregoing covenants because they are more extensive (whether as to          geography, the scope of business or otherwise) than is deemed reasonable, it is          expressly understood and agreed between the parties hereto that such covenants          shall not be void, but that for the purpose of such proceedings and in such          jurisdictions, the restrictions contained herein (whether as to geography, the          scope of business or otherwise) shall be deemed to be reduced to the extent          necessary to permit enforcement of the covenants.  

        9.                 Inconsideration for the promises set forth in this Agreement, OWENS CORNING          agrees to provide Hiner or his estate with the following: (a) $95,000 per year,          payable monthly in arrears, for each of the first three years following the          Retirement Date; and (b) $75,000 per year, payable monthly in arrears, for each          of the fourth and fifth years following the Retirement Date.  

        10.                 Hineracknowledges and agrees that he has had adequate time to read and review           thisAgreement, and was advised to consult with legal counsel. Hiner           acknowledgesthat he was given a period of 21 days within which to consider this           Agreementbefore signing it. Hiner also understands that during the seven-day           periodfollowing his execution of this Agreement that he may revoke same, and           thatthis Agreement will not become effective until the seven-day revocation           periodhas expired without his exercise of his right to revoke.  

        11.                 OWENSCORNING represents and warrants that the officer executing this Agreement           hasfull authority to sign and bind the Corporation.  

IN WITNESS WHEREOF,Hiner has executed this Agreement, consisting of three pages and eleven numberedparagraphs, as his free act and deed this 19th day of June 2002.