Exhibit (10)
                                                                   
                                                                   
                OWENS-CORNING FIBERGLAS CORPORATION
                 STOCK PERFORMANCE INCENTIVE PLAN
                   (as amended on June 15, 1995)


ARTICLE 1.  Establishment, Purpose, and Duration

1.1    Establishment   of   the  Plan.    Owens-Corning   Fiberglas
Corporation, a Delaware corporation (hereinafter referred to as the
"Company"), hereby establishes an incentive compensation plan to be
known as the "Owens-Corning Fiberglas Corporation Stock Performance
Incentive  Plan"  (such Plan as amended from  time  to  time  being
hereinafter  referred  to as the "Plan"),  as  set  forth  in  this
document.   The  Plan  permits  the  grant  of  Nonqualified  Stock
Options, Incentive Stock Options, and Stock Bonuses (including  Phantom
Stock Bonuses and Restricted Stock).

The Board of Directors of  the Company approved the Plan on January
23,  1992,  subject  to ratification by an affirmative  vote  of  a
majority of Shares of Common Stock present and entitled to vote  at
the 1992 Annual Stockholders Meeting.  Following such ratification,
the Plan became effective May 1, 1992 (the "Effective Date").   The
Board  of Directors of the Company thereafter amended the  Plan  on
June 15, 1995, subject to stockholder approval of the amendments at
the  1996  Annual Stockholders Meeting.  Provided such approval  is
obtained, the Plan as so amended is effective as of June 15,  1995,
and shall remain in effect as provided in Section 1.3 herein.

1.2   Purpose of the Plan.  The purpose of the Plan is  to  promote
the  success  and enhance the value of the Company by  linking  the
personal   interests   of  Participants   to   those   of   Company
stockholders.  The Plan is further intended to provide  flexibility
to  the Company in its ability to motivate, attract, and retain the
services of Participants upon whose judgment, interest, and special
effort   the  successful  conduct  of  its  operation  largely   is
dependent.

1.3   Duration  of  the  Plan.   The Plan  shall  commence  on  the
Effective  Date,  as  described in Section 1.1  herein,  and  shall
remain in effect, subject to the right of the Board of Directors to
terminate the Plan at any time pursuant to Article 9 herein,  until
all  Shares  subject  to it shall have been purchased  or  acquired
according  to the Plan's provisions.  However, in no event  may  an
Award  be  granted under the Plan on or after the tenth anniversary
of the Plan's Effective Date.

ARTICLE 2.  Definitions and Construction

2.1    Definitions.  Whenever used in the Plan, the following terms
shall  have  the meanings set forth below and, when the meaning  is
intended, the initial letter of the word is capitalized:

(a)    "Affiliates"     means  any  corporation   (other   than   a
Subsidiary),  partnership, joint venture, or any  other  entity  in
which  the  Company owns, directly or indirectly, at  least  a  ten
percent (10%) Beneficial Ownership interest.

(b)   "Award"   means, individually or collectively, a grant  under
this Plan of Nonqualified Stock Options, Incentive Stock Options or
Stock  Bonuses  (including  Phantom Stock  Bonuses  and  Restricted
Stock).

(c)   "Beneficial  Owner" shall have the meaning ascribed  to  such
term  in Rule 13d-3 of the General Rules and Regulations under  the
Exchange Act.

(d)   "Board" or "Board of Directors" means the Board of  Directors
of Owens-Corning Fiberglas Corporation.

(e)   "Cause"  means  a felony conviction of a Participant  or  the
failure of a Participant to contest prosecution for a felony, or  a
Participant's  willful misconduct or dishonesty, any  of  which  is
directly  and  materially harmful to the business or reputation  of
the Company, including any Subsidiary, Parent, or Affiliate.

(f)   "Change  of Control" of the Company shall be deemed  to  have
occurred  as  of  the first day any one or more  of  the  following
conditions shall have been satisfied:

     (i)   Any Person (other than the Company, any Company employee
     benefit  plan  (including its trustee), any Person  acting  on
     behalf  of  the  Company in a distribution  of  stock  to  the
     public,  or  any  entity owned directly or indirectly  by  the
     stockholders  (immediately prior to such transaction)  of  the
     Company  in  substantially  the  same  proportions  as   their
     ownership of the Company) is or becomes the Beneficial  Owner,
     directly   or   indirectly,  of  securities  of  the   Company
     representing fifteen percent (15%) or more  of  the  combined
     voting power of the then outstanding securities of the Company
     entitled to vote generally in the election of Directors; or

     (ii)  The  occurrence of any transaction or event relating  to
     the Company that is required to be reported in response to the
     requirements of Item 5(f) of Schedule 13E-3 of Regulation  13A
     of the Exchange Act; or

     (iii)     When, during any period of two (2) consecutive years
     during the existence of the Plan, the individuals who, at  the
     beginning of such period, constitute the Board of Directors of
     the  Company,  cease  for  any  reason  other  than  death  to
     constitute  at least a majority thereof, unless each  Director
     who  was  not a Director at the beginning of such  period  was
     elected  by, or on the recommendation of, at least  two-thirds
     (2/3rds)  of  the Directors at the beginning of  such  period,
     provided that any Director elected by or on the recommendation
     of  at  least  two-thirds (2/3rds) of  the  Directors  at  the
     beginning of any such two (2) year period shall be treated  as
     if  he  or  she had been a Director at the beginning  of  such
     period; or

     (iv)  The  occurrence  of a transaction requiring  stockholder
     approval for the acquisition of the Company by an entity other
     than  the Company or a Subsidiary through purchase of  assets,
     or by merger, or otherwise.

(g)  "Change-of-Control Price" means the highest price per Share of
Company  Common Stock paid in any transaction reported on  the  New
York  Stock  Exchange Composite Tape, or paid  in  any  transaction
related  to a Potential or actual Change of Control of the  Company
at any time during the preceding sixty (60) calendar day period, as
determined by the Committee.

(h)   "Code"  means the Internal Revenue Code of 1986,  as  amended
from time to time.

(i)   "Committee"  means the committee of two (2) or more Directors
appointed by the Board to administer the Plan, as further  provided
in  Article  3  herein.  When used herein, "Committee"  shall  also
include any person or persons to whom the Committee's authority has
been lawfully delegated pursuant to Article 3.

(j)   "Company"   means  Owens-Corning  Fiberglas  Corporation,   a
Delaware  corporation,  and any successor thereto  as  provided  in
Article 14 herein.

(k)   "Director" means any individual who is a member of the  Board
of Directors of the Company.

(l)   "Disability"   or "Disabled" means disability  as  determined
under the long-term disability program of the Company, a Subsidiary
or Affiliate applicable to the Employee.

(m)  "Employee"  means any employee of  the Company or  a Subsidiary,  
including part-time employees and employees who are represented  by  a 
collective bargaining agent with respect to such employment.

(n)   "Exchange Act" means the Securities Exchange Act of 1934,  as
amended from time to time, or any successor Act thereto.

(o)   "Fair  Market Value" means, as of any given  date,  (i)  with
respect to Incentive Stock Options, the closing sale price  of  the
Stock  on such date on the New York Stock Exchange Composite  Tape;
and  (ii) with respect to Nonqualified Stock Options and any  other
Awards under the Plan not related to Incentive Stock Options,   the
closing sale price of the Stock on such date on the New York  Stock
Exchange Composite Tape, or, if (and only if) the Committee in  its
discretion  so specifies, the average on such date of  the  closing
price of  the Stock on each day on which the Stock is traded over a
period  of  up to 20 trading days immediately prior to  such  date.
However,  if the foregoing method of determining Fair Market  Value
is  not consistent with any then applicable regulations of the U.S.
Secretary  of  the  Treasury,  then  Fair  Market  Value  shall  be
determined in accordance with those regulations.

(p)  "Incentive Stock Options" or "ISO" means an option to purchase
Shares,  granted  under  Article  6  herein,  which  the  Committee
designates  as  an Incentive Stock Option and is  intended  by  the
Committee  to qualify for the tax treatment applicable to incentive
stock options under Section 422 of the Code.

(q)  "Insider"  shall mean an Employee whose transactions in equity
securities  of the Company are, at the time an Award is made  under
this Plan, subject to Section 16 of the Exchange Act.

(r)   "Nonqualified  Stock Option" or "NQSO"  means  an  option  to
purchase  Shares,  granted under Article 6  herein,  which  is  not
intended  by  the  Committee  to  qualify  for  the  tax  treatment
applicable  to  incentive stock options under Section  422  of  the
Code.

(s)  "Option" or "Stock Option" means an Incentive Stock Option  or
a Nonqualified Stock Option granted under Article 6 herein.

(t)   "Option  Price"  means the price at  which  a  Share  may  be
purchased by a Participant pursuant to an Option, as determined  by
the Committee, and as further described in Section 6.3 herein.

(u)   "Parent" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Exchange Act.

(v)   "Participant" means a current or former eligible Employee who
has outstanding an Award granted under the Plan.

(w)   "Period  of  Restriction" means the period during  which  the
transfer  of  Shares  of Restricted Stock is limited  in  some  way
(based  on  the  passage  of time, the achievement  of  performance
goals, or upon the occurrence of other events as determined by  the
Committee,  at  its discretion), and the Shares are  subject  to  a
substantial risk of forfeiture, as provided in Article 7 herein.

(x)   "Person"  shall have the meaning ascribed  to  such  term  in
Section  3(a)(9) of the Exchange Act and used in Sections  13(d)(3)
and  14(d)(2)  thereof, including a "group" as defined  in  Section
13(d).

(y)   "Phantom Stock Bonus Award" means an amount of cash  that  is
determined  by reference  to the Fair Market Value of a  designated
number  of  Shares,  which  is paid to an  Employee  or  which  the
Committee agrees to pay to an Employee  in the future in  lieu  of,
or  as  a supplement to, any other compensation that may have  been
earned  by services rendered prior to the payment date, subject  to
such  terms  and conditions (if any) as the Committee  may  impose.
Phantom  Stock  Bonus  Awards are a specific type  of  Stock  Bonus
Award.

(z)   "Potential Change of Control" of the Company shall  mean  the
occurrence of one or more of the following:

     (i)   The  entering  into an agreement  by  the  Company,  the
     consummation of which would result in a Change of Control; or

     (ii)  The  acquisition  of Beneficial Ownership,  directly  or
     indirectly, by any Person (other than the Company, any Company
     employee  benefit  plan (including its  trustee),  any  Person
     acting on behalf of the Company in a distribution of stock  to
     the  public, or any entity owned directly or indirectly by the
     stockholders  (immediately prior to the  acquisition)  of  the
     Company  in  substantially  the  same  proportions  as   their
     ownership  of  the  Company)  of  securities  of  the  Company
     representing five percent (5%) or more of the combined  voting
     power  of the Company's then outstanding securities,  and  the
     adoption  by  the  Board of Directors of a resolution  to  the
     effect  that a Potential Change of Control of the Company  has
     occurred for purposes of this Plan.

(aa)  "Restricted Stock"  means an Award granted to  a  Participant
pursuant to Article 7 herein.

(bb)  "Retirement"   means  termination  of  employment  with   the
Company, its Subsidiaries and Affiliates at or after attainment  of
age 55 with a vested retirement benefit under a pension plan of the
Company, a Subsidiary or Affiliate.

(cc) "Share(s)" or "Stock"  means the Shares of common stock, $0.10
par value, of Owens-Corning Fiberglas Corporation.

(dd) "Stock Bonus Award" means Shares, or an amount of cash that is
determined  by reference to the Fair Market Value of Shares,  which
is distributed or paid to an Employee or which the Committee agrees
to  distribute or pay in the future in lieu of, or as a  supplement
to,  any  other compensation that may have been earned by  services
rendered prior to the distribution or payment date, subject to such
terms  and  conditions (if any) as the Committee may  impose.   The
amount of any Stock Bonus Award payable in Shares may but need  not
be  determined  by  reference to the Fair Market  Value  of  Stock.
Phantom Stock Bonus Awards and Restricted Stock Awards are specific
types of Stock Bonus Awards.

(ee) "Subsidiary"  means any corporation in which the Company owns,
directly  or indirectly, at least fifty percent (50%) of the  total
combined voting power of all classes of stock, or any other  entity
(including, but not limited to, partnerships and joint ventures) in
which the Company owns at least fifty percent (50%) of the combined
equity thereof.

(ff)  "Year"  or  "Plan Year"  means each consecutive  twelve  (12)
month period beginning January 1 and ending December 31.

2.2   Gender and Number.  Except where otherwise indicated  by  the
context,  any  masculine term used herein also  shall  include  the
feminine,  the plural shall include the singular, and the  singular
shall include the plural.

2.3  Severability.  In the event any provision of the Plan shall be
held  illegal  or  invalid  for  any  reason,  the  illegality   or
invalidity  shall not affect the remaining parts of the  Plan,  and
the  Plan  shall  be construed and enforced as if  the  illegal  or
invalid provision had not been included.

ARTICLE 3.  Administration

3.1   The  Committee.   The  Plan  shall  be  administered  by  the
Compensation  Committee  of the Board, or by  any  other  Committee
appointed  by  the  Board consisting of  not  less   than  two  (2)
Directors  who  are  not Employees.  Unless  the  Board  determines
otherwise,   the  Committee  shall  be  comprised  exclusively   of
Directors  who are not Employees and who (i) qualify to  administer
the  Plan under Rule 16b-3 under the Exchange Act as such Rule  may
be  in  effect from time to time ("SEC Rule  16b-3"), and (ii)  are
"outside  directors" within the meaning of Section 162(m)(4)(C)  of
the Code. The members of the Committee shall be appointed from time
to  time  by,  and shall serve at the discretion of, the  Board  of
Directors.

3.2   Authority  of the Committee.  The Committee shall  have  full
power,  subject  to the provisions herein, to select  Employees  to
whom  Awards  are  granted;  to  determine  the  size,  types,  and
frequency  of Awards granted hereunder; to determine the terms  and
conditions of such Awards in a manner consistent with the Plan;  to
establish and administer any performance goals applicable to awards
hereunder  and  to  certify that any such goals  are  attained;  to
construe  and  interpret the Plan and any agreement  or  instrument
entered  into under the Plan; to establish, amend, or  waive  rules
and  regulations for the Plan's administration; and  to  amend  the
terms  and  conditions of any outstanding Award to the extent  such
terms and conditions are within the discretion of the Committee  as
provided in the Plan.  Further, the Committee shall make all  other
determinations  which  may  be  necessary  or  advisable  for   the
administration of the Plan.  To the extent permitted by law, and to
the  extent allowable by SEC Rule 16b-3, the Committee may delegate
its authorities as identified hereunder.

3.3   Rule  16b-3 Requirements; Code Section 162(m).  Any provision
of  the Plan to the contrary notwithstanding: (i) the Committee may
impose  such  conditions on any Award as it may determine,  on  the
advice  of  counsel,  are  necessary or desirable  to  satisfy  any
exemption from Section 16 of the Exchange Act for which the Company
intends  transactions  by  Insiders to qualify,  including  without
limitation SEC Rule 16b-3; (ii) transactions by or with respect  to
Insiders  shall comply with any applicable conditions of  SEC  Rule
16b-3 unless the Committee determines otherwise; (iii) transactions
with  respect to persons whose remuneration would not be deductible
by  the  Company but for compliance with the provisions of  Section
162(m)(4)(C)  of  the  Code shall conform to  the  requirements  of
Section  162(m)(4)(C)  of the Code unless the Committee  determines
otherwise;  (iv)  the Plan is intended to give  the  Committee  the
authority   to  grant  awards  that  qualify  as  performance-based
compensation under Code Section 162(m)(4)(C) as well as awards that
do  not  so  qualify; and (v) any provision of the Plan that  would
prevent the Committee from exercising the authority referred to  in
clause (iv) above or that would prevent an award that the Committee
intends  to  qualify as performance-based compensation  under  Code
Section  162(m)(4)(C) from so qualifying or that would prevent  any
transaction  by  or with respect to an Insider from complying  with
any applicable condition of SEC Rule 16b-3 with which the Committee
intends  such  transaction to comply, or  that  would  prevent  any
transaction  by  or with respect to an Insider from qualifying  for
any  exemption  from Section 16 of the Exchange Act for  which  the
Company intends such transaction to qualify (including SEC Rule 16b-
3),  shall be administered, interpreted and construed to carry  out
such  intention  and any provision that cannot be so  administered,
interpreted and construed shall to that extent be disregarded.

3.4   Decisions Binding.  All determinations and decisions made  by
the  Committee  pursuant to the provisions  of  the  Plan  and  all
related  orders or resolutions of the Board of Directors  shall  be
final,  conclusive,  and  binding on  all  persons,  including  the
Company,  its  stockholders,  Employees,  Participants,  and  their
estates and beneficiaries.

ARTICLE 4.  Shares Subject to the Plan

4.1   Number  of  Shares.   Subject to adjustment  as  provided  in
Section 4.2 herein, the total number of Shares available for  grant
under the Plan in each calendar year, during any part of which  the
Plan  is  effective,  shall  be  two  percent  (2%)  of  the  total
outstanding  Shares  as  of the first day of  such  calendar  year;
provided, however, that Shares not granted in any calendar year may
be  carried  forward  and granted in any of the  three  immediately
subsequent  calendar  years (in addition to  the  new  Shares  made
available  in  those  years).  The maximum number  of  Shares  with
respect  to  which Options may be granted to any  Employee  in  any
calendar  year  shall be twenty-five percent(  25%)  of  the  total
number  of  Shares  available for grant  under  the  Plan  in  such
calendar year.

No  more  than 500,000 Shares may be issued or transferred pursuant
to  Incentive Stock Options granted under this Plan.  No more  than
one-half  percent (.5%) of the total outstanding Shares as  of  the
first  day of any calendar year may be granted in that year in  the
form  of  Stock  Bonuses  (including  Phantom  Stock  Bonuses   and
Restricted  Stock).   However, unused Shares carried  forward  from
previous years shall retain their character such that this one-half
percent  (.5%) limitation shall increase in direct relationship  to
those  unused Shares reserved for Stock Bonuses  in the prior three
years.

The  Company  may increase the Shares available for Awards  in  any
calendar year through an advance of up to twenty-five percent (25%)
of  the  subsequent year's allocation (determined by using  twenty-
five  percent (25%) of  the current year's allocation),  with  such
Shares   retaining  their  character  as  to  Stock   Bonus   grant
availability.  Any Shares granted hereunder may consist, in  whole,
or in part, of authorized and unissued Shares or Treasury Shares or
Shares purchased in the open market or in private transactions  for
purposes of the Plan.

4.2  Adjustments in Authorized Shares.  In the event of any merger,
reorganization,   consolidation,   recapitalization,    separation,
liquidation,  stock  dividend, stock split, Share  combination,  or
other  change  in the corporate structure of the Company  affecting
the  Shares,  a  substitution or adjustment shall be  made  in  the
number  and class of Shares which may be delivered under the  Plan,
and  in  the number and class of and/or price of Shares subject  to
outstanding   Options  and  Stock  Bonus  awards   (including   any
Restricted  Stock  granted hereunder), as may be determined  to  be
appropriate and equitable by the Committee, in its sole discretion,
to  prevent dilution or enlargement of rights; and further provided
that  the number of Shares subject to any Award shall always  be  a
whole number.

4.3  Charging of Shares.  If any Shares subject  to
an  Award or, in the case of a Phantom Stock Bonus Award, the  cash
value  of  any  Shares on which such Award is based, shall  not  be
issued,  transferred or paid to an Employee and shall cease  to  be
issuable,  transferable or payable to an Employee  because  of  the
termination, expiration or cancellation, in whole or  in  part,  of
such  Award  or for any other reason, or if any such Shares  shall,
after issuance or transfer, be reacquired by the Company because of
an  Employee's  failure  to comply with or satisfy  the  terms  and
conditions  of an Award, the Shares not so issuable or transferable
or, in the case of a Phantom Stock Bonus Award, the Shares the cash
value  of   which  has  ceased  to be payable,  or  the  Shares  so
reacquired by the Company, as the case may be, shall no  longer  be
charged against the limitations provided for in section 4.1  above,
may  again  be  made subject to Awards, and shall be added  to  the
number of Shares available for grant under the Plan in the calendar
year in which the Shares cease to be issuable or transferable,  the
cash  value  ceases to be payable or the Shares are reacquired  (as
the case may be).

ARTICLE 5.  Eligibility and Participation

5.1   Eligibility.  All Employees shall be eligible to be  selected
to  participate in this Plan, including Employees who are Directors
but excluding Directors who are not Employees.

5.2   Actual Participation.  Subject to the provisions of the Plan,
the  Committee  may, from time to time, select  from  all  eligible
Employees,  those  to  whom  Awards  shall  be  granted  and  shall
determine the nature and amount of each Award.  Awards may be  made
on  a  stand-alone  basis  or  in  conjunction  with  other  Awards
hereunder.  Except as provided otherwise in Section 6.1 below,  the
grant  of  any  award may be effective on the  date  on  which  the
Committee  acts to grant the award or on any earlier or  subsequent
date  specified by the Committee, and the effective date  specified
by the Committee shall be considered the date of grant of the award
for all  purposes of this Plan.

ARTICLE 6.  Stock Options

6.1   Grant of Options.  Subject to the terms and provisions of the
Plan,  the Committee may grant Options under this Plan to  eligible
Employees  at any time and from time to time, whether or  not  they
are   eligible   to   receive  similar  or   dissimilar   incentive
compensation  under any other plan or arrangement of  the  Company.
Options  may be granted in the form of ISOs, NQSOs or a combination
thereof.  Nothing in this Article 6 shall be deemed to prevent  the
grant of NQSOs in excess of the maximum established by Section  422
of  the Code.  The grant of any option may be effective on the date
on  which  the  Committee  acts to  grant  the  option  or  on  any
subsequent date specified by the Committee, and the effective  date
specified by the Committee shall be considered the date of grant of
the option for all  purposes of this Plan.

6.2   Options  to  be  in  Writing.  Each  Option  grant  shall  be
evidenced in a writing signed by a representative of the Company 
duly authorized  to  do so,  that  shall  specify or incorporate by  
reference  the  Option Price,  the duration of the Option, the number 
of Shares  to  which the  Option  pertains, and such other provisions  
as  are  provided hereunder and any other terms and conditions that 
may be imposed by the  Committee.   The Option instrument also shall 
specify  whether the  Option  is  an Incentive Stock Option or a 
Nonqualified  Stock Option.

6.3  Option Price.  In no case shall the Option Price of any Option
granted under this Plan be less than one hundred percent (100%)  of
the Fair Market Value of a Share on the date the Option is granted.

6.4  Duration of Options.  Each Option shall expire at such time as
determined at the time of grant; provided, however, that no  Option
shall  be exercisable later than the tenth (10th) anniversary  date
of its grant.

6.5  Exercise of Options.  Options granted under the Plan shall  be
exercisable  at  such  times and be subject to  such  restrictions,
terms  and  conditions  as the Committee  shall  in  each  instance
approve,  which  need not be the same for each grant  or  for  each
Participant.  However, except as provided in Article 8  herein,  in
no  event may any Option granted under this Plan become exercisable
prior to six (6) months following the date of its grant.

Options  shall be exercised by the delivery of a written notice  of
exercise  to the Company, or by giving the Company notice  of  such
exercise  by  such  other  means  as  the  Company  may  permit  in
accordance with applicable law, setting forth the number of  Shares
with  respect to  which the Option is to be exercised,  accompanied
by full payment.

The  Option  Price upon exercise of any Option shall be payable  to
the  Company in full either: (a) in cash or its equivalent; or  (b)
by  tendering previously acquired Shares having a Fair Market Value
at  the  time of exercise equal to the total Option Price (provided
that  the  Shares  which are tendered must have been  held  by  the
Participant  for at least six (6) months prior to their  tender  or
for  such  other  period  of time, if any,  as  the  Committee  may
direct); or (c) by a combination of (a) and (b).

The  Option Price shall also be deemed fully paid if and  when  the
Company  receives  documentation that it determines  satisfies  the
cashless  exercise  provisions  of  the  Federal  Reserve   Board's
Regulation  T, or when the Option Price is paid by any other  means
which  the  Committee determines to be consistent with  the  Plan's
purpose and applicable law.

As  soon  as practicable after receipt of notification of  exercise
acceptable   to  the  Company  and  full  payment  (including   tax
withholding requirements, if any, as further provided in Article 12
herein),  the  Company  shall deliver to the  Participant,  in  the
Participant's  name,  in  the name of the Participant  and  another
person  as joint tenants with rights of survivorship, or in nominee
or street name on behalf of the Participant (as the Participant may
direct  and  the  Committee may permit) Share  certificates  in  an
appropriate amount based upon the number of Shares purchased  under
the Option(s).

6.6   Restrictions.   At  the time of grant,  restrictions  may  be
imposed  on  any  Shares acquired pursuant to the  exercise  of  an
Option  under the Plan, including, without limitation, restrictions
under applicable Federal securities laws, under the requirements of
any stock exchange or market upon which such Shares are then listed
and/or  traded,  and  under any blue sky or state  securities  laws
applicable to such Shares.

6.7   Termination  of  Employment  Due  to  Death,  Disability,  or
Retirement.

(a)   Termination  by  Death.  In the event  the  employment  of  a
Participant with the Company and its Subsidiaries is  terminated  by 
reason of  death,  any  outstanding Options may thereafter be 
immediately exercised, to the extent then exercisable  (or  on such 
accelerated basis as the Committee  shall determine  at or after grant), 
by the legal representative  of  the estate  or  by the legatee of the 
optionee under the  will  of  the optionee,  for  a  period of three 
years and six  months  (or  such shorter  period as the Committee shall 
specify at or  after  grant) from  the date of such death or until the 
expiration of the  stated term of such Option, whichever period is shorter.

(b)   Termination by Disability.  If a Participant's employment  with
the   Company  and  its  Subsidiaries  terminates  by   reason   of
Disability,  any Stock Option held by such Participant may  thereafter
be  exercised,  to the extent it was exercisable  at  the  time  of
termination due to Disability (or on such accelerated basis as  the
Committee  shall  determine at or after  grant),  but  may  not  be
exercised  after  (i) three years and six months (or  such  shorter
period  as the Committee shall specify at or after grant) from  the
date  of such termination of employment, or (ii) the expiration  of
the  stated term of such Stock Option, whichever period is shorter;
provided,  however, that, if the Participant dies within  such  three-
year-and-six-month period (or such shorter period as the  Committee
shall specify at or after grant), any unexercised Stock Option held
by  such Participant shall thereafter be exercisable to the extent  to
which  it  was  exercisable at the time of death for  a  period  of
twelve  months  (or  such  shorter period as  the  Committee  shall
specify  at or after grant) from the date of such death or for  the
stated term of such Stock Option, whichever period is shorter.   If
an  Incentive Stock Option is exercised after the expiration of the
exercise  periods  that apply for purposes of Section  422  of  the
Code,  such  Stock  Option  shall  thereafter  be  treated   as   a
Nonqualified Stock Option.

(c)   Termination by Retirement.  If a Participant's employment  with
the  Company  and  its  Subsidiaries is  terminated  by  reason  of
Retirement,  any Stock Option held by such Participant may  thereafter
be  exercised to the extent it was exercisable at the time of  such
Retirement  (or  on such accelerated basis as the  Committee  shall
determine  at or after grant), but may not be exercised after  five
years (or such shorter period as the Committee shall specify at  or
after grant) from the date of such termination of employment or the
expiration  of  the  stated term of such  Stock  Option,  whichever
period  is  shorter; provided, however, that, if the Participant  dies
within  such  five  year  period (or such  shorter  period  as  the
Committee  may  specify at or after grant), any  unexercised  Stock
Option  held  by such Participant shall thereafter be exercisable,  to
the  extent  to which it was exercisable at the time of death,  for
the  shorter of (i) and (ii) where (i) is a period of twelve months
(or  such shorter period as the Committee shall specify at or after
grant) from the date of such death or, if longer, the remainder  of
such   five  year  (or  shorter)  period  from  the  date  of  such
termination of employment, and (ii) is the expiration of the stated
term  of  the  Stock  Option.   In  the  event  of  termination  of
employment by reason of Retirement, if an Incentive Stock Option is
exercised  after the expiration of the exercise periods that  apply
for  purposes  of Section 422 of the Code, such Stock Option  shall
thereafter be treated as a Nonqualified Stock Option.

6.8  Termination of Employment for Other Reasons.  Unless otherwise
determined  by  the Committee at or after grant, if  a Participant's
employment   with  the  Company  and  its  Subsidiaries  terminates
voluntarily   (other  than  by  reason  of  Retirement   or   under
circumstances constituting Cause), the Stock Option shall thereupon
terminate,  except that such Stock Option may be exercised  to  the
extent  it was exercisable at the time of termination of employment
for the lesser of one year (or such shorter period as the Committee
may  specify  at  or  after  grant) from  the  date  of  employment
termination  or  the balance of such Stock Option's  term.   If  a
Participant's  employment  with the Company and  its  Subsidiaries  is
involuntarily terminated by the Company without Cause,  the  Option
shall  thereupon  terminate,  except  that  it  may  thereafter  be
exercised  to  the  extent  it  was  exercisable  at  the  time  of
termination  of  employment (or on such accelerated  basis  as  the
Committee  shall  determine at or after grant) for  the  lesser  of
three years and six months (or such shorter period as the Committee
may  specify  at  or  after  grant) from  the  date  of  employment
termination or the balance of such Stock Option's term.

If  the employment of a Participant shall terminate for Cause,  all
outstanding  Options held by the Participant immediately  shall  be
forfeited to the Company and no additional exercise period shall be
allowed, regardless of the vested status of the Options.

6.9   Nontransferability of Options.  No Option granted  under  the
Plan  may  be  sold, transferred, pledged, assigned,  or  otherwise
alienated  or hypothecated, other than by will or by  the  laws  of
descent  and  distribution.  Further,  all  Options  granted  to  a
Participant under the Plan shall be exercisable during his  or  her
lifetime  only by such Participant.  Notwithstanding the  foregoing
and  any  other  provision  of the Plan to  the  contrary,  if  the
Committee  so   permits, Options may be transferred, following  the
death  of  a  Participant,  to  a  beneficiary  designated  by  the
Participant in accordance with Article 10 below.

6.10  Hardship  Withdrawal Provision.  No Employee shall  make  any
elective contribution or employee contribution to the Plan  (within
the    meaning    of   Treasury   Regulation   section    1.401(k)-
1(d)(2)(iv)(B)(4))  during the balance of the calendar  year  after
the  Employee's receipt of a hardship distribution from a  plan  of
the  Company  or  a  related party within the  provisions  of  Code
sections  414(b),  (c), (m) or (o) containing a  cash  or  deferred
arrangement  under  section  401(k) of  the  Code,  or  during  the
following calendar year.  The preceding sentence shall not apply if
and  to  the extent that the Company determines it is not necessary
to  qualify  any such plan as a cash or deferred arrangement  under
section 401(k) of the Code.

ARTICLE 7.  Restricted Stock

7.1    Grant  of  Restricted  Stock.   Subject  to  the  terms  and
provisions of the Plan, Restricted Stock may be granted to eligible
Employees at any time and from time to time,  whether or  not  they
are   eligible   to   receive  similar  or   dissimilar   incentive
compensation  under any other plan or arrangement of  the  Company.
The purchase price for Shares of Restricted Stock shall be equal to
their par value per Share.

7.2  Restricted Stock Agreement.  Each Restricted Stock grant shall
be evidenced by a Restricted Stock Agreement that shall specify the
Period  of Restriction, or Periods, the number of Restricted  Stock
Shares granted, and such other provisions as provided hereunder  or
as the Committee may impose.

7.3  Nontransferability of Restricted Stock.  Except as provided in
this  Article  7, the Shares of Restricted Stock granted  hereunder
may  not  be  sold,  transferred, pledged, assigned,  or  otherwise
alienated or hypothecated until the end of the applicable Period of
Restriction as specified in the Restricted Stock Agreement and  the
satisfaction of any conditions determined at the time of grant  and
specified  in the Restricted Stock Agreement.  However,  except  as
provided in Article 8 herein, in no event may any Restricted  Stock
granted under the Plan become vested in a Participant prior to  six
(6)  months  following  the date of its  grant.   All  rights  with
respect to the Restricted Stock granted to a Participant under  the
Plan  shall  be available during his or her lifetime only  to  such
Participant.

7.4   Other  Restrictions.  The Committee shall impose  such  other
restrictions on any Shares of Restricted Stock granted pursuant  to
the Plan as it may deem advisable including, without limitation,  a
required  purchase  price  imposed upon Participants,  restrictions
based  upon the achievement of specific performance goals (Company-
wide,  divisional,  and/or individual), and/or  restrictions  under
applicable  Federal or state securities laws; and  may  legend  the
certificates  representing  Restricted Stock  to  give  appropriate
notice  of  such  restrictions.   Further,  the  Committee  at  its
discretion, may require that the Shares evidencing such  Restricted
Stock  grants be held in custody by the Company until  any  or  all
restrictions thereon shall have lapsed.

7.5   Certificate  Legend.  In addition to any  legends  placed  on
certificates  pursuant  to  Section 7.4  herein,  each  certificate
representing  Shares of Restricted Stock granted  pursuant  to  the
Plan shall bear the following legend:

     "The sale or other transfer of the Shares of Stock represented
     by  this  certificate, whether voluntary, involuntary,  or  by
     operation  of  law,  is  subject to  certain  restrictions  on
     transfer   as   set  forth  in  the  Owens-Corning   Fiberglas
     Corporation  Stock  Performance Incentive  Plan,  and  in  the
     related  Restricted Stock Agreement.  A copy of the  Plan  and
     such  Restricted  Stock Agreement may  be  obtained  from  the
     Secretary of Owens-Corning Fiberglas Corporation."

7.6  Removal of Restrictions.  Except as otherwise provided in this
Article  7,  Shares of Restricted Stock covered by each  Restricted
Stock grant made under the Plan shall become freely transferable by
the  Participant  after the last day of the Period of  Restriction,
provided  the applicable conditions to vesting of such Shares  have
been   fulfilled.    Once  the  Shares  are   released   from   the
restrictions, the Participant shall be entitled to have the  legend
required by Section 7.5 removed from his or her Share certificate.

7.7  Voting Rights.  During the Period of Restriction and prior  to
any  forfeiture  of  the  Shares, Participants  holding  Shares  of
Restricted Stock granted hereunder may exercise full voting  rights
with respect to those Shares.

7.8   Dividends  and  Other Distributions.  During  the  Period  of
Restriction and prior to any forfeiture of the Shares, Participants
holding  Shares  of  Restricted Stock granted  hereunder  shall  be
entitled to receive all dividends and other distributions paid with
respect  to  those  Shares while they are so  held.   If  any  such
dividends or distributions are paid in Shares, the Shares shall  be
subject   to   the   same   restrictions  on  transferability   and
forfeitability  as the Shares of Restricted Stock with  respect  to
which they were paid.

7.9  Termination of Employment.  The Committee may but need not provide
at or after the grant of Restricted Stock for the restrictions on all or
any disignated portion of the Shares of Restricted Stock to lapse in
the event of death, Disability, Retirement or other designated 
termination of employment.

ARTICLE 7A.  Stock Bonuses

7A.1  Except  as  otherwise provided in section 15.3,  Stock  Bonus
Awards shall be subject to the following provisions:

(a)   An  eligible  Employee may be granted  a  Stock  Bonus  Award
whether  or  not  he is eligible to receive similar  or  dissimilar
incentive compensation under any other plan or arrangement  of  the
Company.

(b)   Shares subject to a Stock Bonus Award (other than  a  Phantom
Stock  Bonus  Award) may be issued or transferred  to an  Employee,
and  the  cash value of the Shares on which a Phantom  Stock  Bonus
Award  is based may be paid to an Employee, at the time such  Award
is  granted,  or at any time subsequent thereto, or in installments
from time to time, and subject to such terms and conditions, as the
Committee  shall determine.  In the event that any  such  issuance,
transfer  or payment shall not be made to the Employee at the  time
such  Award is granted, the Committee may but need not provide  for
payment  to such Employee, either in cash or Shares, from  time  to
time  or  at  the  time or times such Shares  shall  be  issued  or
transferred or cash shall be paid to such Employee, of amounts  not
exceeding  the  dividends which would have  been  payable  to  such
Employee in respect of such Shares (as adjusted under section  4.2)
if  such Shares had been issued or transferred to such Employee  at
the time such Award was granted.

(c)  Any Stock Bonus Award may, in the discretion of the Committee,
be  settled  in cash, on each date on which Shares would  otherwise
have  been delivered or become unrestricted, in an amount equal  to
the  Fair  Market  Value  on such date of the  Shares  which  would
otherwise  have been delivered or become unrestricted.   A  Phantom
Stock  Bonus  Award  shall be payable only in  the  form  of  cash.
Subject to Section 4.3 above, the Shares subject to a Stock  Bonus
Award  (including  a Phantom Stock Bonus Award) shall  be  deducted
from  the  number  of Shares available for grant  under  the  Plan,
whether the Award is settled in the form of cash or Shares.

(d)   Stock  Bonus  Awards  shall be  subject  to  such  terms  and
conditions, including, without limitation, restrictions on the sale
or  other  disposition  of any Shares to be issued  or  transferred
pursuant  to  such Award, and conditions calling for forfeiture  of
the Award or the Shares issued or transferred or cash paid pursuant
thereto  in  designated  circumstances,  as  the  Committee   shall
determine; provided, however, that upon the issuance or transfer of
Shares  to  an  Employee pursuant to any such Award, the  recipient
shall, with respect to such Shares, be and become a shareholder  of
the  Company  fully entitled to receive dividends, to vote  and  to
exercise  all  other rights of a stockholder except to  the  extent
otherwise  provided in the Award.  All or any portion  of  a  Stock
Bonus  Award  may but need not be made in the form of a  Restricted
Stock Award or a Phantom Stock Bonus Award.

(e)  Each Stock Bonus Award shall be evidenced in a writing, signed
by a representative of the Company duly authorized to do so, which shall
be consistent with and subject to this Plan.

ARTICLE 8.  Change of Control

8.1   Acceleration  and  Cashout.  Subject  to  the  provisions  of
Section  8.2 herein, upon the occurrence of a Change of Control  of
the  Company,  or,  if  and  to the extent  so  determined  by  the
Committee  in  writing at or after grant (subject to any  right  of
approval  expressly reserved by the Committee at the time  of  such
determination), in the event of a Potential Change  of  Control  of
the Company, unless specifically prohibited by the terms of Article
15 herein:

(a)   Any  Stock  Options awarded under the Plan immediately  shall
become fully vested and exercisable;

(b)    Any   restrictions  and  other  conditions   pertaining   to
outstanding  Stock  Bonuses (including Phantom  Stock  Bonuses  and
Restricted   Stock),   including  but  not   limited   to   vesting
requirements, immediately shall lapse; and

(c)   The  value of all outstanding Stock Options and Stock Bonuses
(including  Phantom Stock Bonuses and Restricted Stock)  shall,  to
the extent determined by the Committee at or after grant, be cashed
out by the Company on the basis of the Change-of-Control Price (or, 
in the case of Incentive  Stock  Options, Fair Market Value) as of  
the  date  the Change  of  Control  occurs,  or Potential  Change 
of  Control  is determined  to  have occurred, or such other date as 
the  Committee may  determine prior to the occurrence of the Change 
of Control  or Potential Change of Control.

Notwithstanding the foregoing provisions of this Section  8.1,  the
Committee may determine, in its sole discretion, that no Change  of
Control  or  Potential Change of Control shall be  deemed  to  have
occurred with respect to a Participant (i) by reason of any actions
or events ("Interested Actions") in which the Participant acts in a
capacity  other than as a director, officer, or employee of the Company 
(or a Subsidiary or  Affiliate, where applicable), or (ii) with 
respect to any  such action  or  event  occurring within 90 days 
following  the  public announcement of any Interested Actions, 
regardless of  whether  the director, officer, or Participant is 
interested in such action or event.

8.2   Award  Replacement.  Notwithstanding Section 8.1  herein,  no
acceleration   of  vesting  and  exercisability,   nor   lapse   of
restrictions  and  other  conditions,  nor  cashout   shall   occur
(pursuant  to Sections 8.1(a), (b), and (c) herein) for outstanding
Awards granted hereunder if the Committee reasonably determines  in
good  faith, prior to the Change of Control or Potential Change  of
Control,  that  such  Awards shall be honored or  assumed,  or  new
rights  substituted therefor (such honored, assumed, or substituted
award hereinafter called an "Alternative Award") by a Participant's
employer   (or  the  parent  or  a  subsidiary  of  such  employer)
simultaneous with or immediately following the Change of Control or
Potential  Change  of  Control, provided, however,  that  any  such
Alternative Award must:

(a)  In the event of Stock Options and Stock Bonuses:

     (i)   Be  based  on  stock which is traded on  an  established
     securities  market, or  which will be so traded within  thirty
     (30)  days  of  the Change of Control or Potential  Change  of
     Control; or

     (ii) Have a value based directly upon an objective standard of
     valuation (including, but not limited to, a publicly  reported
     stock   index)   acceptable  to  the   Committee   under   the
     circumstances  and  provide  each  Participant,   subject   to
     requirements as to vesting or lapse of restrictions,  with  an
     opportunity to put the Shares or other securities  covered  by
     the  Award  to  his  or her employer (or the  parent,  general
     partner,  or a subsidiary of such employer) for purchase  with
     payment  to be made in cash within ten (10) business  days  of
     receipt of such employee's put;

(b)  For all Awards:

     (i)  Provide such Participant (or each Participant in a  class
     of  Participants)  with rights and entitlements  substantially
     equivalent to or better than the rights, terms, and conditions
     applicable  under such Awards, including, but not limited  to,
     an  identical  or  better vesting schedule  and  identical  or
     better timing and methods of payment;
     
     (ii)  Have  substantially equivalent economic  value  to  such
     Awards  (determined at the time of the Change  of  Control  or
     Potential Change of Control);

     (iii)     Have terms and conditions which provide that in  the
     event the Participant's employment is involuntarily terminated
     without Cause or constructively terminated:

          (A)   Any conditions on a Participant's rights under,  or
          any restrictions on transfer or exercisability applicable
          to,  each such Alternative Award shall be waived or shall
          lapse, as the case may be; and

          (B)   Each  Participant shall have the right to surrender
          such Alternative Awards within thirty (30) days following
          such  termination in exchange for a payment in cash equal
          to  the  excess  of the Fair Market Value  of  the  stock
          subject to the Alternative Award over the price, if  any,
          that  a  Participant would be required to pay to exercise
          such Alternative Award.

For   this  purpose,  a  constructive  termination  shall  mean   a
termination by a Participant following a material reduction in  the
Participant's   compensation,  a  reduction  in  the  Participant's
responsibilities, or the relocation of the Participant's  principal
place  of employment to another location, in each case without  the
Participant's advance written consent.

8.3    Excise   Tax   Reimbursement.   In  the   event   that   any
accelerations, lapse of restrictions, cashouts, Award replacements,
and/or any other event under this Plan will cause a Participant  to
be subject to the tax (the "Excise Tax") imposed by Section 4999 of
the  Code  (or any similar tax that may hereafter be imposed),  the
Company shall pay to the Participant at the time specified below an
additional amount (the "Gross-up Payment") such that the net amount
retained by the Participant, after deduction of any Excise  Tax  on
the Total Payments (as hereinafter defined) and any Federal, state,
and  local  income  tax  and Excise Tax upon the  Gross-up  Payment
provided  for  by  this Section 8.3, but before deduction  for  any
Federal, state, or local income tax on the Total Payments, shall be
equal to the Total Payments.

For purposes of determining whether any Participant will be subject
to the Excise Tax and the amount of such Excise Tax:

(a)  Any other payments or benefits received or to be received by a
Participant  in connection with a Change of Control of the  Company
or  a Participant's termination of employment (whether pursuant  to
the terms of this Plan or any other plan, arrangement, or agreement
with  the  Company, any Person whose actions result in a Change  of
Control of the Company or any Person affiliated with the Company or
such  Person)  (which  together with the benefits  and/or  payments
provided hereunder, shall constitute the "Total Payments") shall be
treated  as  "parachute  payments" within the  meaning  of  Section
280G(b)(2) of the Code, and all "excess parachute payments"  within
the  meaning of Section 280G(b)(1) of the Code shall be treated  as
subject  to  the Excise Tax unless, in the opinion of  tax  counsel
selected  by  the  Committee, such other payments or  benefits  (in
whole  or  in part) do not constitute parachute payments,  or  such
excess   parachute  payments  (in  whole  or  in  part)   represent
reasonable  compensation for services actually rendered within  the
meaning  of  Section 280G(b)(4) of the Code in excess of  the  base
amount within the meaning of Section 280G(b)(3) of the Code or  are
otherwise not subject to the Excise Tax;

(b)   The  amount of the total Payments which shall be  treated  as
subject to the Excise Tax shall be equal to the lesser of: (A)  the
total  amount  of the Total Payments; or (B) the amount  of  excess
parachute payments within the meaning of Section 280G(b)(1) of  the
Code (after applying clause (a) above); and

(c)   The value of any noncash benefits or any deferred payment  or
benefit  shall be determined by the Company's independent  auditors
in  accordance  with the principles of Section  280G(d)(3)  of  the
Code.

For  purposes of determining the amount of the Gross-Up Payment,  a
Participant  shall  be deemed to pay Federal income  taxes  at  the
highest  marginal rate of Federal income taxation for the  calendar
year in which the Gross-Up Payment is to be made and the applicable
state  and  local  income  taxes at the highest  marginal  rate  of
taxation for the calendar year in which the Gross-Up Payment is  to
be made, net of the maximum reduction in Federal income taxes which
could be obtained from deduction of such state and local taxes.  In
the event that the Excise Tax is subsequently determined to be less
than the amount taken into account hereunder at the time the Gross-
Up Payment is made, a Participant shall repay to the Company at the
time  that  the amount of such reduction in Excise Tax  is  finally
determined the portion of the Gross-Up Payment attributable to such
reduction (plus the portion of the Gross-Up Payment attributable to
the  Excise Tax and Federal, state and local income tax imposed  on
the  portion  of the Gross-Up Payment being repaid by a Participant
if  such  repayment results in a reduction in Excise Tax  and/or  a
Federal,  state, and local income tax deduction), plus interest  on
the  amount  of  such  repayment at the rate  provided  in  Section
1274(b)(2)(B)  of the Code.  In the event that the  Excise  Tax  is
determined to exceed the amount taken into account hereunder at the
time  the  Gross-Up Payment is made (including  by  reason  of  any
payment  the  existence or amount of which cannot be determined  at
the  time  of  the  Gross-Up Payment), the Company  shall  make  an
additional  Gross-Up Payment in respect of such  excess  (plus  any
interest payable with respect to such excess) at the time that  the
amount of such excess is finally determined.

The  Gross-Up  Payment  or portion thereof  provided  for  in  this
Section  8.3  shall  be  paid no later than  the  thirtieth  (30th)
calendar  day following payment of any amounts under this  section,
provided,  however, that if the amount of such Gross-Up Payment  or
portion thereof cannot be finally determined on or before such day,
the Company shall pay to a Participant on such day an estimate,  as
determined in good faith by the Company, of the minimum  amount  of
such  payments  and  shall  pay  the  remainder  of  such  payments
(together   with   interest  at  the  rate  provided   in   Section
1274(b)(2)(B)  of the Code) as soon as the amount  thereof  can  be
determined,  but  in  no  event later than the  forty-fifth  (45th)
calendar  day after payment of any amounts under this Section  8.3.
In  the event that the amount of the estimated payments exceeds the
amount subsequently determined to have been due, such excess  shall
constitute  a loan by the Company to each Participant,  payable  on
the  fifth (5th) calendar day after demand by the Company (together
with  interest at the rate provided in Section 1274(b)(2)(B) of the
Code).

ARTICLE 9.  Amendment, Modification and Termination

9.1   Amendment and Termination.  The Board may, at  any  time  and
from  time to time, amend or modify the Plan in any respect without
stockholder approval, unless stockholder approval of the  amendment
or  modification  in question is required under Delaware  law,  the
Code  (including without limitation Code section 162(m)(4) and Code
Section  422 and Treasury regulations issued or proposed thereunder),  
any  applicable exemption  from  Section  16  of  the
Exchange  Act  (including without limitation SEC  Rule  16b-3)  for
which the Company intends transactions by Insiders to qualify,  any
national securities exchange or system on which the Stock  is  then
listed or reported, by any regulatory body having jurisdiction with
respect  to the Plan, or under any other applicable laws, rules  or
regulations.   The Board may also terminate the Plan at  any  time.
The  Committee may amend the terms of any Award granted  under  the
Plan,  prospectively or retroactively, but no such amendment  shall
impair  the  rights  of any Participant without such  Participant's
consent.

9.2  Awards Previously Granted.  No termination, amendment or
modification  of the Plan shall in any manner adversely affect any
Award previously granted under the Plan, without the written
consent of the Participant holding such Award

ARTICLE 10.  Beneficiary Designation

The Committee may (but need not) permit a Participant, from time to
time and subject to such terms and conditions as it may impose,  to
name  a beneficiary or beneficiaries (who may be named contingently
or  successively) to whom any benefit under the Plan is to be  paid
in case of his or her death before he or she receives any or all of
such  benefit.   Each  such  designation  shall  revoke  all  prior
designations by the same Participant, shall be in a form prescribed
by  the  Company,  and will be effective only  when  filed  by  the
Participant  in writing with the Human Resource Department  of  the
Company during the Participant's lifetime.  In the absence  of  any
such  designation,  benefits remaining unpaid at the  Participant's
death shall be paid to the Participant's estate.

ARTICLE 11.  Rights of Employees; Other Plans and Arrangements

11.1 Employment.  Nothing in the Plan shall interfere with or limit
in  any way the right of the Company to terminate any Participant's
employment at any time, nor confer upon any Participant  any  right
to continue in the employ of the Company.

For  purposes of the Plan, transfer of employment of a  Participant
between  the Company and any one of its Subsidiaries or  Affiliates
(or  between  Subsidiaries and Affiliates) shall not  be  deemed  a
termination of employment.

11.2  Participation.   No  Employee shall  have  the  right  to  be
selected  to receive an Award under this Plan, or, having  been  so
selected, to be selected to receive a future Award.

11.3  Transferability Restriction.  Any derivative security  issued
under this Plan (within the meaning of SEC Rule 16b-3(a)(2)) is not
transferable by the participant other than by will or the  laws  of
descent  and distribution.  Notwithstanding the foregoing  and  any
other  provision of the Plan to the contrary, if the  Committee  so
permits, an award under this Plan may be transferred, following the
death  of  a  Participant,  to  a  beneficiary  designated  by  the
Participant in accordance with Article 10 above.

11.4  Other  Plans  and  Arrangements.  Nothing  in  this  Plan  is
intended  to  be a substitute for, or shall preclude or  limit  the
establishment  or  continuation of, any  other  plan,  practice  or
arrangement  for the payment of compensation or fringe benefits  to
directors,  officers, or employees generally, or to  any  class  or
group of such persons, which the Company or any Subsidiary now  has
or  may  hereafter  lawfully  put into effect,  including,  without
limitation, any incentive compensation, retirement, pension,  group
insurance,  restricted stock, stock purchase,  stock  bonus,  stock
incentive or stock option plan.

ARTICLE 12.  Withholding

12.1 Tax Withholding.  A Participant shall remit to the Company  an
amount  sufficient to satisfy any taxes the Company determines  are
required by law to be withheld with respect to any grant, exercise,
or payment made under or as a result of this Plan.

12.2  Share Withholding.  With respect to withholding required upon
the  exercise  of  Options,  upon  the  lapse  of  restrictions  on
Restricted  Stock, or upon any other taxable event  hereunder,  the
Committee may permit or require Participants, subject to such terms
and  conditions  as  it  may  impose, to  satisfy  the  withholding
requirement,  in  whole or in part, by having the Company  withhold
Shares  having a Fair Market Value on the date the  tax  is  to  be
determined equal to the maximum marginal total tax which  could  be
imposed on the transaction or such greater or lesser amount as  the
Committee  may permit.  If the Committee so provides,  such  Shares
withheld may be already owned Shares which the Participant  tenders
in  satisfaction of the withholding requirement or Shares  issuable
by  the  Company  in connection with the exercise of  Options,  the
lapse  of  restrictions on Restricted Stock or  the  other  taxable
event hereunder, or Shares from any other source.

ARTICLE 13.  Indemnification

No  member  of  the  Board or the Committee,  nor  any  officer  or
employee  of  the  Company acting on behalf of  the  Board  or  the
Committee,   shall   be   personally   liable   for   any   action,
determination, or interpretation taken or made in good  faith  with
respect  to the Plan, and all members of the Board or the Committee
and each and any officer or employee of the Company acting on their
behalf  shall, to the extent permitted by law, be fully indemnified
and  protected  by  the  Company in respect  of  any  such  action,
determination or interpretation.

ARTICLE 14.  Successors

All  obligations  of the Company under the Plan,  with  respect  to
Awards granted hereunder, shall be binding on any successor to  the
Company, whether the existence of such successor is the result of a
direct  or  indirect purchase, merger, consolidation, or otherwise,
of  all  or substantially all of the business and/or assets of  the
Company.

ARTICLE 15.  Requirements of Law

15.1  Requirements of Law.  The granting of Awards and the issuance
of  Shares under the Plan shall be subject to all applicable  laws,
rules,  and  regulations, and to such approvals by any governmental
agencies  or  national securities exchanges,  as  the  Company  may
determine apply.

15.2  Governing Law.  To the extent not preempted by  Federal  law,
the  Plan,  and  all agreements hereunder, shall  be  construed  in
accordance with and governed by the laws of the State of  Delaware,
without  reference to the principles of conflicts of laws  of  that
State.

15.3  Non-U.S. Laws.   In the event the laws of a foreign  country,
in  which  the  Company, a Subsidiary or Affiliate  has  Employees,
prescribe certain requirements for stock incentives to qualify  for
advantageous  treatment under the tax or other laws or  regulations
of  that  country, the proper officers of the Company, may restate,
in  whole or in part, this Plan and may include in such restatement
additional  provisions for the purpose of qualifying  the  restated
plan  and  stock incentives granted thereunder under such laws  and
regulations;  provided, however, that (a) the terms and  conditions
of  any stock-based incentive granted under such restated plan  may
not  be more favorable to the recipient than would be permitted  if
such  stock-based  incentive had been granted  under  the  Plan  as
herein  set forth, (b) all Shares allocated to or utilized for  the
purposes  of such restated plan shall be subject to the limitations
of  Article 4, and (c) the provisions of the restated plan may give
the  Board less but not more discretion to amend or terminate  such
restated  plan than is provided with respect to this  Plan  by  the
provisions of Article 9 hereof.