Exhibit (10)
                                                                    ------------


                                  OWENS CORNING
                      KEY EMPLOYEE RETENTION INCENTIVE PLAN

1.       Purpose.  This Owens Corning Key Employee Retention 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 December 31, 2001.

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, or 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 July 1, 2000.

(g)      "Nonqualifying  Severance"  shall  mean the  termination  of a
         Participant's  employment with the Company after the Effective
         Date and before the Retention  Date in other than a Qualifying
         Severance.

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

(i)      "Plan" shall mean this Owens Corning Key Employee Retention Incentive
         Plan, as amended from time to time.

(j)      "Qualifying   Severance"  shall  mean  the  termination  of  a
         Participant's  employment with the Company after the Effective
         Date and before the  Retention  Date (i) by the Company  other
         than for Cause,  (ii) by reason of death or Disability,  (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).

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

(l)      "Retention Date" shall mean December 31, 2001.

(m)      "Retirement"   shall  mean  terminations  from  employment  by
         employees   who   satisfy   at  least  the  early   retirement
         eligibility  requirements set forth in the Company's pertinent
         retirement plans.


<PAGE>


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

(a) The Plan shall be administered  by the Committee,  which shall have complete
authority, in its sole discretion, to determine who shall participate herein and
the Retention 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.

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 Retention Date.

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

(a) In General. Each Participant who remains employed by the Company through the
    ----------  Retention  Date  shall  receive a cash  payment  from the
Company  equal to the Retention Amount established by the Committee for the
Participant,  as set forth in the letter informing the Participant of his or her
participation in the Plan. There  shall  be  no  requirement  of  uniformity  of
Retention   Amount  among Participants.

(b) Qualifying  Severance.  Each Participant who terminates  employment with the
    ---------------------   Company in a Qualifying  Severance shall receive a
cash payment from the Company equal to his or her Retention Amount 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 18.

(c) Nonqualifying  Severance. No payment shall be made under the Plan in respect
    ------------------------  of a Participant  who incurs a Nonqualifying
Severance  (other than any payment made before such Nonqualifying Severance
pursuant to subsection (d)(ii) below).

(d)      Form and Timing of Payment.
         --------------------------

                  (i) 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
         Retention Date and, in the case of a payment pursuant to subsection (b)
         above, such payment shall be made as soon as practicable  following the
         date of the Qualifying Severance.

                  (ii) Special Rule. Notwithstanding the foregoing provisions of
                       ------------
         this Section 5: (A) the  Committee in its sole  discretion  may provide
         that,  on any date after the  Effective  Date and before the  Retention
         Date,  one or more  Participants  who remain  employed  by the  Company
         through  such date  shall  receive  a cash  lump-sum  payment  from the
         Company  equal to the amount  that would be payable to the  Participant
         under  subsection  (b) above if the  Participant  incurred a Qualifying
         Severance  as of such  date;  and (B) any amount  otherwise  payable in
         accordance  with  subsection  (a) or (b) above  shall be reduced by any
         amount paid in accordance with this subsection (d)(ii).

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.

(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  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
employed in the construction of the Plan.

(h)  Withholding  Taxes.  All  amounts  to be paid  hereunder  in  respect  of a
     ------------------
Participant shall be paid net of the amount of any taxes that the Company may be
required to withhold therefrom in respect of any federal,  state, local or other
income 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 Retention  Date,  provided that all
amounts  not  yet  paid on the  Retention  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.