Exhibit (10)

OWENS CORNING LONG TERM
INCENTIVE PLAN(Effective January 1, 2003)

Set forth below are
the Long Term Incentive Plan terms applicable to those employees of Owens Corning (the
Company) and its subsidiaries who, in the opinion of the Committee (as
hereafter defined), are key employees, including members of the Board of Directors who
are such employees. Such plan terms are hereafter referred to as the LTIP.

1.      EligibilityAll employees of the Company and its subsidiaries who, in the opinion of the
Committee, are key employees, including members of the Board of Directors who are such
employees, shall be eligible to be selected to participate in the LTIP. The Committee may
select the eligible employees who shall participate in the LTIP in any performance period
at any time before or during the first half of the performance period, provided, however,
that the Committee shall select the 162(m) Covered Employees (as hereafter defined) who
shall participate in the LTIP in any performance period no later than 90 days after the
commencement of the performance period (or no later than such earlier or later date as
may be the applicable deadline for any compensation payable to such 162(m) Covered
Employees hereunder for such performance period to qualify as performance-based under
section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the Code)).
For purposes of the LTIP, 162(m) Covered Employees shall mean employees of
the Company and its subsidiaries who are executive officers of the Company and whose
remuneration for any performance period hereunder the Committee anticipates would not be
deductible by the Company in whole or in part but for compliance with section 162(m) of
the Code. Selection to participate in the LTIP in any performance period does not require
the Committee to, or imply that the Committee will, select the same person to participate
in the LTIP in any subsequent performance period.

2.       AdministrationThe
LTIP shall be administered by the Compensation Committee of the Board of Directors (the
Board) or by another committee appointed by the Board consisting of not less
than two (2) Directors who qualify as outside directors under section 162(m)
of the Code (the Committee). To the extent permitted by law, the Committee
may delegate its administrative authority with respect to the LTIP and, in the event of
any such delegation of authority, the term Committee as used in the LTIP
shall be deemed to refer to the Committees delegate as well as to the Committee.
The Committee shall, subject to the provisions herein: select employees to participate in
the LTIP; establish and administer the performance goals and the award opportunities
applicable to each participant and certify whether the goals have been attained; construe
and interpret the LTIP and any agreement or instrument entered into under the LTIP;
establish, amend, or waive rules and regulations for the LTIPs administration; and
make all other determinations which may be necessary or advisable for the administration
of the LTIP. Any determination by the Committee pursuant to the LTIP shall be final,
binding and conclusive on all employees and participants and anyone claiming under or
through any of them.

3.       Establishment
of Performance Goals and Award OpportunitiesThe first performance period under this
LTIP shall be the period commencing on January 1, 2003 and ending on December 31, 2005.
New performance periods of three years duration each shall commence on January 1,
2004 and on each subsequent anniversary of that date. The Committee may, in its sole
discretion, establish a transition performance period of one years duration for
either or both of 2003 and 2004.

No later than 90
days after the commencement of each performance period (or than such earlier or later
date as may be the applicable deadline for compensation payable hereunder for such
performance period to qualify as performance-based under section 162(m)(4)(C)
of the Code, hereafter referred to as the Establishment Deadline for each
successive performance period), the Committee shall establish in writing the method for
computing the amount of compensation that each participant in the LTIP can earn under the
LTIP for such performance period if the performance goals established by the Committee
for such performance period are attained in whole or in part.

No later than the
Establishment Deadline for each performance period, the Committee shall establish in
writing the performance goals for the performance period, which may include any of the
following performance criteria (either alone or in any combination) as the Committee may
determine: return on net assets, sales, net asset turnover, cash flow, cash flow from
operations, operating profit, net operating profit, income from operations, operating
margin, net income margin, return on total assets, return on gross assets, return on
total capital, working capital turnover, economic value added, shareholder value added,
enterprise value, receivables growth, earnings to fixed charges ratios, customer
satisfaction, customer service, introduction of new products and/or services, or
developing and/or implementing action plans or strategies. The foregoing criteria shall
have any reasonable definitions that the Committee may specify at the time such criteria
are adopted. Any such performance criterion or combination of such criteria may apply to
a participants award opportunity in its entirety, or to any designated portion or
portions of the award opportunity, as the Committee may specify. Unless the Committee
determines otherwise at any time prior to payment of a participants award for any
performance period hereunder, extraordinary items which affect any performance criterion
applicable to the award shall be excluded or included in determining the extent to which
the corresponding performance goal has been achieved, whichever will produce the higher
award.

4.       Maximum
AwardThe maximum dollar amount that may be paid to any participant under the LTIP for
any performance period shall be based on the Committees establishment of individual
participation levels and the Companys attainment of the specified Performance
Goals, as defined herein, and in no case may any participants award exceed seven
million dollars.

5.       Attainment
of Performance Goals RequiredAwards shall be paid under the LTIP for any performance
period solely on account of the attainment of the performance goals established by the
Committee with respect to such performance period. The awards payable for any LTIP
performance period shall be paid following the end of the respective performance period.
Payment of any award under the LTIP shall be contingent upon the Committees
certifying in writing that the performance goals and any other material terms applicable
to such award were in fact satisfied, and, until the Committee so certifies, such award
shall not be paid. Unless the Committee provides otherwise, earned awards shall be paid
promptly following such certification, and such payment shall be made in stock, stock
equivalents, or cash (each subject to required withholdings the Company may determine
apply). Payment of LTIP awards shall also be contingent on continued employment by the
Company or its subsidiaries during the performance period to which the payment relates.
The only exceptions to this continued employment requirement (collectively, Pro-Rata
Exception) shall apply to separations in employment during a performance period
resulting from: terminations of employment by reason of death or Disability (within the
meaning of the Companys Stock Performance Incentive Plan as amended and restated on
January 1, 1999 (SPIP)); Retirements approved by the Committee; Company
initiated terminations for reasons other than cause or unacceptable performance as
determined by the Company; and/or terminations of employment following a Change of
Control of the Company (within the meaning of the SPIP). In the event of a Pro-Rata
Exception, the participant shall be paid an award equal to the award that the participant
would have earned for such performance period if the participants employment had
not terminated prior to the end of the performance period, multiplied by a fraction the
numerator of which shall be the number of full calendar months elapsed in the performance
period prior to the termination of employment and the denominator of which shall be 36.
Such fractional award shall be paid at the time payment would have been made if the
participants employment had not terminated prior to the end of the performance
period, and will be made only if and to the extent it will not prevent any award payable
hereunder from qualifying as performance-based compensationunder section
162(m)(4)(C) of the Code. A participant whose employment terminates prior to the end of a
performance period for any reason not excepted above shall not be entitled to any award
under the LTIP for that performance period.

6.       Amendments,
Modification or TerminationThe Committee may amend, modify or
terminate the LTIP at any time, provided that a termination or adverse modification shall
only become effective 30 days after written notice thereof is given to each participant.
Each participant shall be eligible to receive the award to which the participant would
have been otherwise entitled but for such amendment, modification or termination, pro-rata
for the portion of the performance period prior to the amendment, modification or
termination.

7.       Interpretation
and ConstructionAny provision of the LTIP to the contrary notwithstanding, (a) awards
under the LTIP, to the extent applicable, are intended to qualify as performance-based
compensation under section 162(m)(4)(C) of the Code, and (b) any provision of the LTIP
that would prevent an award under the LTIP from so qualifying 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. No
provision of the LTIP, nor the selection of any eligible employee to participate in the
LTIP, shall constitute an employment agreement or affect the duration of any participants
employment, which shall remain employment at will unless an employment
agreement between the Company and the participant provides otherwise. Both the
participant and the Company shall remain free to terminate employment at any time to the
same extent as if the LTIP had not been adopted.

8.       Governing
LawThe terms of the LTIP shall be governed by the laws of the State of Delaware,
without reference to the conflicts of laws principles of that state.