Exhibit (10)

                       KEY MANAGEMENT SEVERANCE AGREEMENT


         This Severance  Agreement (the  "Agreement") is made as of November 24,
1998 by and between OWENS CORNING, a Delaware  corporation (the "company"),  and
Michael H. Thaman, an officer of the Company ("Executive").

         WHEREAS  the Company  and  Executive  have  previously  entered  into a
         Severance  Agreement dated as of April 4, 1997 (the "Prior  Agreement")
         providing for certain  benefits to be conferred  upon  Executive  under
         specified  circumstances  in the event that  Executive's  employment is
         terminated  by the  Company  on the  terms  and  conditions  set  forth
         therein, and:


         WHEREAS the  Compensation  committee  of the Board of  Directors of the
Company  (the  "Committee")  has approved a new  severance  agreement to provide
Executive with certain  additional  protections and to conform the terms of such
agreement  to  the  current  policy  of  the  Company   regarding  an  officer's
entitlement  to  pay,   benefits  and  privileges  on  the  termination  of  his
employment;

         NOW THEREFORE, the parties hereto agree as follows:

1.   Termination Absent a Change of Control.
     ---------------------------------------

a)   If, prior to a Change of Control (as defined in Paragraph 7(c) below),  (i)
     the Company  terminates  Executive's  employment  for any reason other than
     Permanent Total Disability or Cause (as defined in paragraphs 7(e) and 7(b)
     (1)&(2), respectively, below), or (ii) Executive voluntarily terminates his
     employment  under  circumstances  involving a Constructive  Termination (as
     defined in  paragraph  7(d),  below),  Executive  will be  entitled  to the
     following  compensation,  provided  that  Executive  executes a Release and
     Non-Competition Agreement satisfactory to the Company:


1)       Base salary earned and as yet unpaid through the effective date of
termination; and

2)       Two years' Base Pay (as defined in paragraph 7(a) below); and

3)       Two times Executive's Separation Incentive payment (as defined in
paragraph 7(f) below); and

4)       Incentive  pay as yet unpaid from the prior  fiscal year and  Incentive
         Pay for the  fiscal  year of  termination,  prorated  for the period of
         Executive's actual employment prior to termination; and

5)       The greater of (i)  Executive's  vested Cash Balance Pension Benefit or
         (ii) an amount equal to Executive's  vested  Pension  Benefit under the
         Company's  Salaried  Employees' (Final Average)  Retirement Plan plus a
         pension  supplement  calculated  as though  Executive had been credited
         with three additional years of service under the Plan and had Executive
         been three years older at the date of termination.

b)   If,  prior to a Change  of  control,  the  Company  terminates  Executive's
     employment for Cause (as defined in paragraph  7(b)(3),  below),  Executive
     will only be entitled to base salary  earned and as yet unpaid  through the
     effective date of termination and  Executive's  vested Cash Balance Pension
     Benefit or vested Final Average Plan Pension Benefit, whichever is greater,
     UNLESS,  (i) the Company  exercises its  discretion to award  Executive (in
     addition to the aforementioned base salary and vested pension amounts) some
     portion of the following compensation, based on effort expended and results
     obtained to date and (ii) Executive executes a Release and  Non-Competition
     Agreement satisfactory to the Company:

1)       Up to but no more than Twelve months' Base pay (as defined in paragraph
7(a) below); and

2)       Up to but no more than one times  Executive's  Separation  Incentive
Payment (as defined in paragraph 7(f) below); and

3)       Up to but no more than the amount of Incentive Pay as yet unpaid from
the prior fiscal year.

c)   The compensation payable under paragraph 1(a) or 1(b), above, shall be paid
     as soon as practicable  after Executive signs,  returns and does not revoke
     the requisite Release and Non-Competition Agreement.

d)       In the event of a termination of Executive's  employment  under the
circumstances  described in paragraph 1(a) above:

1)            All stock options  previously  awarded to Executive  shall, to the
              extent  not  already  vested,   immediately  vest,  and  shall  be
              exercisable  (subject to applicable blackout  restrictions) for up
              to six months  following the date of  termination  or the original
              expiration date, whichever is sooner.

2)            All shares of  restricted  stock  previously  awarded to Executive
              shall, to the extent not already vested,  immediately  vest and be
              payable.

3)            All outstanding but unearned performance shares shall be
              forfeited.

4)            All  of  Executive's   non-qualified   deferred   compensation  or
              retirement   benefits,   if  any,  accrued  through  the  date  of
              termination under any non-qualified  deferred compensation plan or
              arrangement shall  immediately vest and be payable,  to the extent
              permissible under the terms of such plan or arrangement.

e)       In the event of a termination of Executive's  employment  under the
circumstances  described in paragraph 1(b) above:

1)            All  stock  options  previously  awarded  to  Executive  which are
              exercisable  on the  date  of  termination  shall  be  exercisable
              (subject to applicable blackout restrictions) for up to six months
              following the date of termination or the original expiration date,
              whichever is sooner.

2)            All unvested  shares of restricted  stock and all  outstanding but
              unearned  performance shares previously awarded to Executive shall
              be forfeited.

3)            All  of  Executive's   non-qualified   deferred   compensation  or
              retirement  benefits,  if any, accrued and vested through the date
              of termination under any non-qualified  deferred compensation plan
              or arrangement shall be payable,  to the extent  permissible under
              the terms of such plan or arrangement.

f)   If Executive's  employment ends under circumstances  described in paragraph
     1(a)  above as a result  of the sale by the  Company  of a  business  unit,
     division or facility,  payments will be made under this paragraph 1 only if
     Executive  is not  offered a  substantially  equivalent  position  with the
     Company or with the new owner of the  business  (without  regard to whether
     Executive  accepts  such a position).  If Executive  receives and accepts a
     suitable  offer  from the new  owner of the  business  and is  subsequently
     terminated  within  one  year  of  the  closing  date  of  the  sale  under
     circumstances that would result in payment of benefits under this paragraph
     1(a), Executive will

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be   treated as though he had been  terminated  by the  Company  and receive the
     payments  provided  for in this  Agreement,  less any  amounts or  benefits
     provided by the new owner in connection with Executive's termination.

2.   Termination On or After a Change of Control.
     --------------------------------------------

a)   If, within a two-year period after a Change of Control, (i) the Company (or
     any successor) terminates  Executive's employment for any reason other than
     Permanent  Total  Disability  or Cause (as defined in  paragraphs  7(e) and
     7(b)(1)&(2), respectively, below), or (ii) Executive voluntarily terminates
     his employment under  circumstances  involving a Constructive  Termination,
     Executive  will be entitled to the  following  compensation,  provided that
     Executive executes a Release and Non-Competition  Agreement satisfactory to
     the Company:

         1)   Base salary earned and as yet unpaid through the effective date
              of termination; and

         2)   Two year's Base Pay; and

         3)   Two times Executive's Separation Incentive Payment; and

         4)   Incentive  Pay as yet unpaid from the prior fiscal year and Target
              Level  Incentive Pay (as defined in paragraph  7(h) below) for the
              fiscal year of termination, prorated for the period of Executive's
              actual employment prior to termination; and

         5)   The greater of (i) Executive's vested Cash Balance Pension Benefit
              or (ii) an amount  equal to  Executive's  vested  Pension  Benefit
              under the Company's Salaried Employees' (Final Average) Retirement
              Plan plus a pension supplement  calculated as though Executive had
              been  credited with three  additional  years of service under that
              Plan  and had  Executive  been  three  years  older at the date of
              termination.

b)   If,  within  a  two-year  period  after a  Change  of  Control,  the
     Company  (or any  successor)  terminates Executive's employment for Cause
     (as defined in paragraph 7(b)(3),  below), Executive will only be entitled
     to base salary earned and as yet unpaid  through the effective date of
     termination  and  Executive's  vested Cash Balance Pension Benefit or
     vested Final Average Plan Pension Benefit,  whichever is greater,  UNLESS,
     (i) the Company  exercises  its  discretion  to award  Executive  (in
     addition to the  aforementioned  base salary and vested  pension  amounts)
     some portion of the  following  compensation,  based on effort  expended
     and results obtained to date and (ii)  Executive  executes a Release and
     Non-Competition  Agreement  satisfactory  to the Company:

         1)   Up to but no more than Twelve months' Base Pay (as defined in
              paragraph 7(a) below); and

         2)   Up to but no more than one times  Executive's  Separation
              Incentive Payment (as defined in paragraph 7(f) below); and

         3)   Up to but no more than the amount of Incentive pay as yet unpaid
              from the prior fiscal year.

c)   The compensation payable under paragraphs 2(a) or 2(b), above, will be paid
     as soon as practicable  after Executive signs,  returns and does not revoke
     the requisite Release and Non-Competition Agreement.

d)   In  the  event  of  a  termination  of  Executive's  employment  under  the
     circumstances described in paragraph 2(a) above:

         1)   All stock options  previously  awarded to Executive  shall, to the
              extent  not  already  vested,   immediately  vest,  and  shall  be
              exercisable  (subject to applicable blackout  restrictions) for up
              to six months  following the date of  termination  or the original
              expiration date, whichever is sooner.

         2)   All shares of  restricted  stock  previously  awarded to Executive
              shall, to the extent not already vested,  immediately  vest and be
              payable.

         3)   All outstanding but unearned performance shares shall be
forfeited.

         4)   All  of  Executive's   non-qualified   deferred   compensation  or
              retirement   benefits,   if  any,  accrued  through  the  date  of
              termination under any non-qualified  deferred compensation plan or
              arrangement shall  immediately vest and be payable,  to the extent
              permissible under the terms of such plan or arrangement.

e)   In  the  event  of  a  termination  on  Executive's  employment  under  the
     circumstances described in paragraph 2(b) above:

         1)   All  stock  options  previously  awarded  to  Executive  which are
              exercisable  on the  date  of  termination  shall  be  exercisable
              (subject to applicable blackout restrictions) for up to six months
              following the date of termination or the original expiration date,
              whichever is sooner.

         2)   All unvested  shares of restricted  stock and all  outstanding but
              unearned  performance shares previously awarded to Executive shall
              be forfeited.

         3)   All  of  Executive's   non-qualified   deferred   compensation  or
              retirement  benefits,  if any, accrued and vested through the date
              of termination under any non-qualified  deferred compensation plan
              or arrangement shall be payable,  to the extent  permissible under
              the terms of such plan or arrangement.

f)   The  Compensation  Committee  of  the  Board  of  Directors,  in  its  sole
     discretion,  may determine that no Change of Control or Potential Change of
     Control shall be deemed to have occurred with respect to any Executive who,
     in connection with a Change of Control or Potential Change of Control, acts
     in a  capacity  other  than  in  their  capacity  as  an  employee  of  the
     Corporation,  its  subsidiaries  or affiliates or otherwise fails to act in
     the Company's best interests with respect to said Change of Control.

3.   Termination  For Other  Reasons.  If Executive  voluntarily  terminates his
     employment  (including by reason of  retirement)  other than as provided in
     paragraph 1(a) or 2(a) above,  or if  Executive's  employment is terminated
     due to death or Permanent Total Disability, Executive shall not be entitled
     to any benefits  under this  Agreement,  but shall be entitled to any other
     benefits to which he is otherwise  entitled under the terms of any employee
     benefit plans or arrangements of the Company.

4.   Continuation of Insurance  Benefits.  In the event Executive's  employment
     terminates under the circumstances described in paragraph 1(a) or 2(a) of
     this  Agreement,  the Company will continue  Executive's  participation
     and coverage for a period of two years (the "Severance  Period") from
     Executive's last day of employment with the  Company  under all the
     Company's  life,  medical  and  dental  plans  ("Insurance  Benefits"),
     in which Executive is participating  immediately prior to such employment
     termination,  subject to the Company's right to modify the terms of the
     plans or  arrangements  providing  these  benefits.  If  Executive  is
     employed by another  entity  during the  Severance  Period,  the Company
     will be a secondary  obligor only with respect to medical and dental
     Insurance Benefits and life insurance coverage shall immediately cease.

5.   Non-Duplication of Benefits. Any compensation or benefits payable under the
     terms  of  this  Agreement  will  be  offset  and not  augmented  by  other
     compensation  or benefits  of the same or similar  type  payable  under any
     existing plan or agreement of the Company or any other arrangement  between
     Executive  and the  Company  covering  the  Executive  (including,  but not
     limited to, any Company severance policy and the Company's Annual Incentive
     Plan). It is intended that this Agreement not duplicate  benefits Executive
     is entitled to under the company's regular  severance  policy,  any related
     policies,  or any  other  contracts,  agreements  or  arrangements  between
     Executive and the Company.

6)   Term.  This Agreement  shall be effective  from the date hereof  throughout
     Executive's  term of  employment  as an officer of the  Company,  but shall
     expire and be of no effect  immediately  after the second  anniversary of a
     Change of Control.

7)   Certain Defined Terms.  As used herein, the following terms shall have the
     following meanings:


a)   "Base Pay" shall mean the greater of the annual salary paid to Executive as
     of the date of  termination  of his employment or the date of the Change of
     Control, as the case may be,  notwithstanding any pay reduction that may be
     related to a Constructive Termination.


b)   "Cause" shall mean:

         1)   conviction of any felony or failure to contest prosecution for a
              felony; or

         2)   willful  misconduct  or  dishonesty  which is  directly  and
              materially  harmful to the  business or reputation of the Company;
              or

         3)   willful or continued  failure to substantially  perform his duties
              as an executive of the Company, other than as a result of total or
              partial  incapacity  due to physical or mental  illness  (abuse of
              alcohol,  drugs or controlled  substances  not being  considered a
              physical or mental illness for purposes of this paragraph), unless
              within three to six months after written  notice has been provided
              to  Executive  by the  Company,  Executive  cures such  willful or
              continued failure to perform.

c)   "Change of Control" shall mean:

        1)    the holders of the voting  securities  of the  Company  shall have
              approved a merger or  consolidation  of the Company with any other
              entity,  unless the proposed merger or consolidation  would result
              in the voting  securities of the Company  outstanding  immediately
              prior  thereto   continuing  to  represent  (either  by  remaining
              outstanding  or  by  converted  into  voting   securities  of  the
              surviving  entity)  more  than  50%  of  the  total  voting  power
              represented  by the  voting  securities  of the  Company  or  such
              surviving  entity  outstanding  immediately  after such  merger or
              consolidation,  where such  merger or  consolidation  is, in fact,
              consummated;

        2)    a plan of  complete  liquidation  of the  Company  shall have been
              adopted or the holders of voting  securities  of the Company shall
              have  approved an  agreement  for the sale or  disposition  by the
              Company (in one transaction or a series of transactions) of all or
              substantially all of the Company's assets;

        3)    any "person"  (as such term is used in Section  13(d) and 14(d) of
              the Securities  Exchange Act of 1934 (the "1934 Act") shall become
              the  "beneficial  owner" (as  defined in Rule 13d-3 under the 1934
              Act),  directly  or  indirectly,  of 15% or more  of the  combined
              voting power of the Company's then outstanding shares;

        4)    during any period of two  consecutive  years,  members  who at the
              beginning of such period  constituted  the Board shall have ceased
              for any  reason to  constitute  a  majority  thereof,  unless  the
              election,   or   nomination   for   election   by  the   Company's
              stockholders,  of each  director  shall have been  approved by the
              vote of at least  two-thirds of the directors then still in office
              and who were directors at the beginning of such period (so long as
              such  director was not  nominated by a person who has expressed an
              intent to effect a Change of Control or engage in a proxy or other
              control contest); or

        5)    the  occurrence  of any other  change of control of a nature  that
              would be  required  to be  reported  in  accordance  with Form 8-K
              pursuant  to  Sections  13 or  15(d)  of  the  1934  Act or in the
              Company's  proxy  statement  in  accordance  with  Schedule 14A of
              Regulation 14A promulgated under the 1934 Act, or in any successor
              forms or regulations to the same effect.

d)   A "Constructive Termination" shall be deemed to have occurred only if:

         1)   prior to a Change of Control:  Executive's Base Pay is reduced
              without his written consent; or

         2)   on or within a  two-year  period  after a Change of  Control:  (A)
              Executive's  Base  Pay or  annual  incentive  pay  opportunity  is
              reduced without his written consent;  (B) Executive is required by
              the Company without his written consent to relocate to a new place
              of business that is more than fifty miles from  Executive's  place
              of  business  prior  to the  Change  of  Control  (or the  Company
              mandates a substantial increase in the amount of required business
              travel);  or (C) there is a material adverse change in Executive's
              duties  or   responsibilities  in  comparison  to  the  duties  or
              responsibilities  which  Executive  had  prior  to the  Change  of
              Control.

e)   "Permanent  Total  Disability"  shall be deemed to have occurred if, at the
     end of any  month  Executive  then is,  and has  been,  for  eighteen  (18)
     consecutive  calendar  months then ending,  unable to perform his duties in
     the normal and regular manner due to mental or physical  illness or injury.
     Any determination of such inability to perform shall be made by the Company
     in good faith.

f)   "Separation  Incentive  Payment"  shall be the  greater of (i)  Executive's
     average payments under the Company's  normal,  annual  Corporate  Incentive
     Plan  (CIP)  for  the  three  years  immediately   preceding  the  year  of
     termination  (or  annualized  for such shorter period as Executive may have
     been employed by the  Company),  or (ii)  one-half of  Executive's  average
     participating  salary  under  such  Plan for the  three  years  immediately
     preceding the year of termination (or annualized for such shorter period as
     Executive may have been employed by the Company).

g)   "Participation Salary" is the product of Executive's total base salary paid
     during any given  incentive year,  multiplied by Executive's  incentive pay
     percentage, at maximum funding.

h)   "Target  Level   Incentive"  shall  be  the  greater  of  (i)  one-half  of
     Executive's  participating salary under the Company's Annual Incentive Plan
     for the year of  termination,  or (ii) the  payment  Executive  would  have
     received  under such Plan for the year of  termination  based on  projected
     corporate  performance  for such year as determined by the Committee in its
     sole discretion at the time of the Change of Control.

8.   Outplacement  Assistance.  The Company will arrange outplacement
     assistance for Executive,  to be provided by a mutually  agreed-upon  firm
     engaged in said  business.  Such  assistance  shall  continue for up to
     one year following  Executive's  termination  or until  such time as
     suitable employment  is  attained  whichever  is sooner.  Outplacement
     costs incurred in this  connection  will be borne by the Company,  but
     will not include costs of travel  to/from the  outplacement  firm or in
     connection  with job  interviews,  etc.  For up to six months following
     Executive's termination,  the Company will also make available  reasonable
     office space and administrative  and  communication  services for
     Executive's use in seeking suitable  employment.  In no event will the
     Company pay Executive in lieu of outplacement assistance.

9.   Confidentiality.  Consistent with Executive's  preexisting  legal and
     contractual  obligations and in exchange for the consideration  provided by
     the Company in this Agreement and for Executive's  continued employment and
     exposure to confidential  information at the Company,  Executive  agrees to
     hold in strict  confidence and not disclose to any other person any
     confidential or proprietary  information of the Company,  including,
     without limitation,  trade secrets,  formulas for Company product,
     production  techniques or processes or methods and apparatus  for
     producing  any  products  of the  Company,  or other  non-public
     information  relating to the business,  research  and  development,
     employees  and/or  customers of the Company and its  subsidiaries  and
     affiliates,  except to the extent  required  by law,  or with the written
     consent of the  Company.  Executive will,  immediately on termination,
     deliver to the Company all files containing data,  correspondence,  books,
     notes,  and other written,  graphic or computer records under  Executive's
     control relating to the Company or its subsidiaries or affiliates,
     regardless of the media in which they are embodied or contained.

10.  Agreement Not to Compete. In exchange for the consideration provided by the
     Company in this Agreement as well as Executive's  continued  employment and
     exposure to confidential  information at the Company,  Executive agrees not
     to, directly or indirectly, for a period of two years following Executive's
     termination  of  employment,  engage or participate in any business that is
     involved in research or development  activities or in the  manufacturing of
     any product which competes with any of the Company's products,  except with
     the written  consent of the Company.  On termination,  Executive  agrees to
     execute  a  separate  Release  and  Non-Competition  Agreement  in  a  form
     acceptable to the Company to  memorialize  this  agreement and  understands
     that  the  failure  to do so  will  render  Executive  ineligible  for  any
     severance pay, benefits or privileges whatsoever.

11.  Mutual Release and Indemnity. In the event of Executive's termination under
     circumstances described in paragraphs 1(a), 1(b), 2(a) or 2(b), the Company
     agrees to release  and  discharge  executive  from any claim it may then or
     thereafter  have  against  Executive  with respect to  employment  with the
     Company or any of its subsidiaries or affiliates (other than with regard to
     Executive's  obligations  under this  Agreement),  and agrees to  indemnify
     Executive in  accordance  with its then current  policies or practices  for
     active  employees  for any claims made against  Executive by third  parties
     arising out of the proper  performance of Executive's duties as an employee
     of the Company or any of its  subsidiaries  or affiliates.  In exchange for
     the consideration provided by the Company in this Agreement,  together with
     the  Company's  release  and  indemnity,  Executive  agrees to release  and
     discharge  the  Company,  and  its  subsidiaries,   affiliates,   officers,
     directors,  employees and agents (the  "Released  Persons")  from any claim
     that  Executive  may then or  thereafter  have  against the Company or such
     Released Persons  (excluding any claim for the  compensation,  benefits and
     privileges   described  herein)  arising  out  of  or  in  connection  with
     Executive's  employment or  termination of employment by the Company or any
     of its  subsidiaries  or affiliates.  On termination,  Executive  agrees to
     execute  a  separate  Release  and  Non-Competition  Agreement  in  a  form
     acceptable to the Company to  memorialize  this  agreement and  understands
     that  the  failure  to do so  will  render  Executive  ineligible  for  any
     severance pay, benefits or privileges whatsoever.

12.  Severability.  Whenever  possible each provision and term of this Agreement
     shall be  interpreted  in such  manner as to be  effective  and valid under
     applicable  law, but if any  provision or term of this  Agreement  shall be
     held to be prohibited by or invalid  under such  applicable  law, then such
     provision  or  term  shall  be  ineffective  only  to the  extent  of  such
     prohibition or invalidity,  without invalidating or affecting in any manner
     whatsoever  the  remainder  of such  provision  or term,  or the  remaining
     provisions or terms of this Agreement.

13.  Modification  and Waiver of Breach.  No waiver or  modification  of
     this Agreement shall be binding unless it is in writing,  signed by the
     parties  hereto.  No waiver of a breach  hereof shall be deemed to
     constitute a waiver of a further breach, whether of a similar or dissimilar
     nature.

14.  Assignment.  This Agreement  shall be binding upon and inure to the benefit
     of any  successors  of the  Company.  As used  herein,  "successors"  shall
     include any person, firm, corporation or other business entity which at any
     time,   whether  by  merger,   purchase  or  otherwise,   acquires  all  or
     substantially all of the assets or business of the Company.

15.  Notice.  Any written  notice to be given  hereunder to Executive  may be
     delivered to him  personally  or shall be deemed to have been given upon
     deposit  thereof in the U.S. mail,  certified mail,  postage  prepaid,
     addressed to Executive at the address as it shall appear on the records of
     the Company.

16.  Construction  of  Agreement.  This  Agreement  is made and entered  into
     in the State of Ohio and shall be construed under the laws of Ohio.

17.  Entire  Agreement.  This  Agreement  constitutes  the entire  understanding
     between the parties with respect to Executive's severance pay, benefits and
     privileges in the event of a termination of Executive's employment with the
     Company,  superseding all  negotiations,  prior discussions and agreements,
     written or oral, concerning said severance arrangements. This Agreement may
     not be amended except in writing by the parties hereof.


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         IN WITNESS  WHEROF,  the parties hereto have executed this Agreement as
of the day and year first above written.

OWENS CORNING,



/s/  Glen H. Hiner
Glen H. Hiner
Chairman and CEO

Agreed to and accepted:



/s/  Michael H. Thaman
Date:     6 December 1998




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