Exhibit 10
                                                                     ----------

                                  OWENS CORNING
                     SENIOR LEADER EMERGENCE INCENTIVE PLAN

1.       Purpose.  This  Owens  Corning  Senior  Leader  Emergence  Incentive
         Plan has been  established  by Owens Corning for designated  key
         employees of the Company.  The purpose of the Plan is to provide an
         incentive to Participants  to remain in the  employ of the  Company
         through  the date of the  Company's  emergence  from Chapter 11
         bankruptcy, and to expedite its emergence to the greatest extent
         possible.

2.       Definitions.  For purposes of this Plan:

         a.   "Board" shall mean the Board of Directors of Owens Corning.

         b.   "Cause" shall mean acts of gross misconduct, gross
              insubordination, embezzlement, fraud, misappropriation of funds,
              property or trade secrets (in each case, as determined by the
              Committee), or the commission of any felony under state or federal
              law.

         c.   "Committee" shall mean the Compensation Committee of the Board.

         d.   "Company" shall mean Owens Corning, a Delaware Corporation, and
              each of its subsidiaries.

         e.   "Disability"  shall mean the Participant's  entitlement to
              benefits under any long term disability plan or program of the
              Company.

         f.   "Effective Date" means January 1, 2001.

         g.   "Emergence"  shall  mean the  effective  date of a Plan of
              Reorganization  confirmed  in the  Chapter  11 proceedings.

         h.   "Emergence Amount" shall mean, with respect to each Participant,
              the amount payable under the Plan in accordance with Section 5(a)
              hereof.

         i.   "Emergence Date" shall mean the date of the Company's Emergence,
               as defined.

         j.   "Nonqualifying Severance" shall mean the termination of a
              Participant's employment with the Company after the Effective Date
              and before the Emergence Date, in other than a Qualifying
              Severance.

         k.   "Participant"  shall mean an  employee  of the Company who
              participates  in the Plan in  accordance  with Section 4 hereof.

         l.   "Plan" shall mean this Owens  Corning  Senior  Leader  Emergence
              Incentive  Plan, as amended from time to time.

         m.   "Qualifying Severance" shall mean the termination of a
              Participant's employment with the Company after the Effective Date
              and before the Emergence Date: (i) by the Company other than for
              Cause, (ii) by reason of death or Disability, or (iii) by reason
              of Retirement at the Company's request or with the consent of the
              Chief Executive Officer of Owens Corning (or, in the case of such
              Chief Executive Officer, with the consent of the Committee).

         n.   "Retirement" shall mean termination from employment by an employee
              who satisfies at least the early retirement eligibility
              requirements set forth in the Company's pertinent retirement
              plans.


3.         Administration.
           --------------

         a.   The Plan shall be administered by the Committee, which shall have
              complete authority to determine who shall participate herein and
              the Emergence Amount applicable to each Participant, to interpret
              the Plan, to prescribe, amend and rescind rules and regulations
              relating to it, and to make all other determinations necessary or
              advisable for the administration of the Plan.

         b.   The Committee is authorized, on behalf of the Plan, to engage
              accountants, legal counsel and such other personnel as it deems
              necessary or advisable to assist it in the performance of its
              duties under the Plan. All reasonable expenses thereof shall be
              borne by the Company.

         c.   All decisions made by the Committee pursuant to the provisions of
              the Plan shall be final, conclusive and binding on all persons,
              including the Company and the Participants. 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 in
              respect of any such action, determination or interpretation.

         d.   The  Committee  may  delegate any of its duties  hereunder  to
              such person or persons as it may  designate from time to time.


<PAGE>


4.     Participation. The Committee shall, in its sole discretion, select the
       employees of the Company who shall participate in the Plan. As a
       condition to participation in the Plan, each such employee shall execute
       an agreement, in such form as the Committee may require, acknowledging
       his or her participation in the Plan and his or her intent to remain
       employed by the Company through the Emergence Date.

5.     Payments.
       ---------

          a.  In General. Each Participant who remains employed by the Company
              through the Emergence Date shall receive a cash payment from the
              Company equal to the Emergence Amount established by the Committee
              for the Participant, as set forth in the letter informing the
              Participant of his or her participation in the Senior Leader
              Emergence Incentive Plan, and as reduced in accordance with the
              Payment Table set forth below. There shall be no requirement of
              uniformity of Emergence Amount among Participants.

<TABLE>
<S>                                                         <C>
                ----------------------------------------- ------------------------------
                                                             Percentage of Emergence
                           Date of Emergence                         Amount
                ----------------------------------------- ------------------------------
                ----------------------------------------- ------------------------------
                           December 31, 2001                          125%
                ----------------------------------------- ------------------------------
                ----------------------------------------- ------------------------------
                             June 30, 2002                            100%
                ----------------------------------------- ------------------------------
                ----------------------------------------- ------------------------------
                           December 31, 2002                           90%
                ----------------------------------------- ------------------------------
                ----------------------------------------- ------------------------------
                             June 30, 2003                             80%
                ----------------------------------------- ------------------------------
                ----------------------------------------- ------------------------------
                           December 31, 2003                           70%
                ----------------------------------------- ------------------------------
                ----------------------------------------- ------------------------------
                             June 30, 2004                             60%
                ----------------------------------------- ------------------------------
                ----------------------------------------- ------------------------------
                           December 31, 2004                           50%
                ----------------------------------------- ------------------------------
                ----------------------------------------- ------------------------------
                               Thereafter                              0%
                ----------------------------------------- ------------------------------
</TABLE>


Qualifying  Severance.
----------------------

Each  Participant who terminates  employment with the Company under a Qualifying
Severance  shall  receive a cash  payment  from the Company  equal to his or her
Emergence  Amount  pursuant  to the Payment  Table above based on the  Company's
actual Emergence Date,  multiplied by a fraction,  the numerator of which is the
number of calendar months (including  fractional months) from the Effective Date
until the date of the Qualifying Severance, and the denominator of which is 48.

        b.    Nonqualifying  Severance.  No  payment  shall  be made  under  the
              Plan for a  Participant  who  incurs a Nonqualifying Severance.

        c.    Form and Timing of Payment. In general, payments under this
              Section 5 shall be made in a lump sum. In the case of a payment
              pursuant to subsection (a) above, such payment shall be made as
              soon as practicable following the Emergence Date, and in the case
              of a payment pursuant to subsection (b) above, such payment shall
              also be made as soon as practicable following the Emergence Date.

6.       General Provisions.
         -------------------

          a.       Compliance  with  Legal  Requirements.

          The Plan, the payment of amounts hereunder,  and the other obligations
          of the  Company  under the Plan  shall be  subject  to all  applicable
          federal and state laws, rules and  regulations,  and to such approvals
          by any regulatory or governmental agency as may be required.

          b.       Nontransferability.

          No Participant shall have the right to alienate, anticipate,  commute,
          pledge, encumber or assign any of the benefits or payments which he or
          she may expect to receive, contingently or otherwise, under this Plan.

          c.        No Right To Continued Employment.

          Nothing in the Plan shall  confer  upon any  Participant  the right to
          continue  in  the  employ  of the  Company  or to be  entitled  to any
          remuneration  or  benefits  not set forth in the Plan or to  interfere
          with or limit in any way the right of the  Company to  terminate  such
          Participant's employment, which remains "at will."

          d. Effect on Other Benefits.

          Amounts paid or payable hereunder shall not be treated as compensation
          for  purposes of  determining  benefit  amounts or accruals  under any
          employee pension or benefit plan, program or arrangement maintained by
          the Company.

          e.       Severability.

          If any provision of this Plan shall be held invalid or  unenforceable,
          such  invalidity  or  unenforceability  shall  not  affect  any  other
          provisions hereof, and this Plan shall be construed and enforced as if
          such provisions had not been included.

          f.       Successors.

          This Plan shall be binding upon the heirs, executors,  administrators,
          successors and assigns of the parties,  including each Participant and
          any successor to the Company.

          g.       Construction.

          The  headings  and captions  herein are  provided  for  reference  and
          convenience  only, shall not be considered part of the Plan, and shall
          not be used in the construction of the Plan.

          h.       Withholding  Taxes.

          All amounts to be paid hereunder to Participants  shall be paid net of
          any taxes that the Company may be  required to withhold  therefrom  in
          respect of any federal, state, local or other taxes.

          i.       Amendment, Termination and Duration of the Plan.

          The  Committee  may at any time and from  time to time  alter,  amend,
          suspend,  or  terminate  the Plan in whole or in part.  The Plan shall
          terminate on the  Emergence  Date,  provided  that all amounts not yet
          paid on the Emergence Date shall be paid thereafter in accordance with
          the terms hereof.

          j.       Unfunded  Plan.

          The Plan is intended to constitute  an  "unfunded"  plan for incentive
          compensation.  With  respect  to  any  payments  not  yet  made  to  a
          Participant  hereunder,  nothing  contained in the Plan shall give any
          such  Participant  any  rights in any assets of the  Company  that are
          greater than those of a general creditor of the Company.

          k.       Beneficiary.

          A Participant  may file with the Committee a written  designation of a
          beneficiary  on such form as may be  prescribed  by the  Committee and
          may,  from  time to time,  amend or  revoke  such  designation.  If no
          designated  beneficiary  survives  the  Participant,  the  executor or
          administrator  of the  Participant's  estate shall be deemed to be the
          Participant's beneficiary.

          l.       Governing Law.

          The Plan and all determinations made and actions taken pursuant hereto
          shall be governed by the laws of the State of Delaware  without giving
          effect to the conflict of laws principles thereof.