SC 13D

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  )*

OWENS CORNING

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

690742101

(CUSIP Number)

Kate Sherburne
James C. Melville
Kaplan, Strangis and Kaplan, P.A.
5500 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN
(612) 375-1138

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 19, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 690742101 

1	NAMES OF REPORTING PERSONS: Owens Corning/Fibreboard Asbestos Personal Injury Trust
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	FEIN: 20-5738616
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			28,200,000
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			28,200,000
WITH		10	SHARED DISPOSITIVE POWER:
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	28,200,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	21.5%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	OO

1 With respect to the calculation of the percent of class beneficially owned by the Reporting Person, 131,400,000 was used as the total amount of outstanding shares, which amount includes (a) the 103,200,000 shares of Common Stock issued and outstanding as of October 31, 2006, as reflected in Owens Corning’s Prospectus filed pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended, with the Securities and Exchange Commission on October 30, 2006 and (b) the 28,200,000 shares of Common Stock, which the Trust is irrevocably entitled to receive and Owens Corning is irrevocably committed to deliver between January 1, 2007 and January 8, 2007 pursuant to the Sixth Amended Joint Plan Of Reorganization For Owens Corning And Its Affiliated Debtors And Debtors-In-Possession (as Modified).

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CUSIP No. 690742101 

1	NAMES OF REPORTING PERSONS: PI Trust Advisory Committee, appointed under the Owens Corning/Fibreboard Asbestos Personal Injury Trust Agreement, dated October 31, 2006.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			28,200,000
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	28,200,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	21.5%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	OO

1 With respect to the calculation of the percent of class beneficially owned by the Reporting Person, 131,400,000 was used as the total amount of outstanding shares, which amount includes (a) the 103,200,000 shares of Common Stock issued and outstanding as of October 31, 2006, as reflected in Owens Corning’s Prospectus filed pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended, with the Securities and Exchange Commission on October 30, 2006 and (b) the 28,200,000 shares of Common Stock, which the Trust is irrevocably entitled to receive and Owens Corning is irrevocably committed to deliver between January 1, 2007 and January 8, 2007 pursuant to the Sixth Amended Joint Plan Of Reorganization For Owens Corning And Its Affiliated Debtors And Debtors-In-Possession (as Modified).

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CUSIP No. 690742101 

1	NAMES OF REPORTING PERSONS: James J. McMonagle, Esq., in his capacity as the Future Claimants’ Representative under the Owens Corning/Fibreboard Asbestos Personal Injury Trust Agreement, dated October 31, 2006.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			28,200,000
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	28,200,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	21.5%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

1 With respect to the calculation of the percent of class beneficially owned by the Reporting Person, 131,400,000 was used as the total amount of outstanding shares, which amount includes (a) the 103,200,000 shares of Common Stock issued and outstanding as of October 31, 2006, as reflected in Owens Corning’s Prospectus filed pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended, with the Securities and Exchange Commission on October 30, 2006 and (b) the 28,200,000 shares of Common Stock, which the Trust is irrevocably entitled to receive and Owens Corning is irrevocably committed to deliver between January 1, 2007 and January 8, 2007 pursuant to the Sixth Amended Joint Plan Of Reorganization For Owens Corning And Its Affiliated Debtors And Debtors-In-Possession (as Modified).

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Item 1. Security and Issuer

     This Statement on Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of Owens Corning, a Delaware corporation (“Owens Corning”). The principal executive offices of Owens Corning are located at One Owens Corning Parkway, Toledo, Ohio 43659.

Item 2. Identity and Background

     This statement is being filed jointly by the Owens Corning/Fibreboard Asbestos Personal Injury Trust, a Delaware statutory trust (the “Trust”), formed pursuant to the Owens Corning/Fibrebard Asbestos Personal Injury Trust Agreement dated October 31, 2006 (the “Trust Agreement”), the PI Trust Advisory Committee, a committee established under the Trust Agreement (the “TAC”), and James J. McMonagle, Esq., in his capacity as the Future Claimants’ Representative under the Trust Agreement (the “FCR”), an individual empowered under the Trust Agreement to represent the interests of future holders of Asbestos Personal Injury Claims (each, a “Reporting Person,” and, collectively, the “Reporting Persons”). Set forth below is certain information with respect to each Reporting Person.

     Capitalized terms used but not otherwise defined in this statement shall have the meanings assigned to them in the Trust Agreement and the Sixth Amended Joint Plan Of Reorganization For Owens Corning And Its Affiliated Debtors And Debtors-In-Possession (as Modified) (the “Plan”), which are attached hereto as Exhibits 1 and 2, respectively.

The Trust

     The Trust was formed as a Delaware statutory trust pursuant to the Trust Agreement, in the form approved by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The purpose of the Trust is to assume the liabilities of Owens Corning and Fibreboard Corporation, a Delaware corporation (“Fibreboard”), their predecessors and successors in interest, for all Asbestos Personal Injury Claims; to use the Common Stock and other assets delivered by Owens Corning and others to the Trust, and the income thereof, to pay the holders of all Asbestos Personal Injury Claims in accordance with the Trust Agreement and the Trust Distribution Procedures (the “Procedures”) in such a way that such holders of Asbestos Personal Injury Claims are treated fairly, equitably and reasonably in light of the limited assets available to satisfy such claims; and to otherwise comply in all respects with the requirements of a trust set forth in Section 524(g) of the United States Bankruptcy Code. The Trust’s principal office is located at 1100 North Market Street, Wilmington, Delaware 19890-1625.

     On October 5, 2000, Owens Corning and certain of its United States subsidiaries (collectively, the “Debtors”) filed voluntary petitions with the Bankruptcy Court seeking relief under Chapter 11 of the United States Bankruptcy Code.

     By order dated September 26, 2006, the Bankruptcy Court confirmed the Plan (the “Confirmation Order”), which Confirmation Order was affirmed by order of the United States District Court for the District of Delaware on September 28, 2006 (the “District Court Order”). Portions of the Trust Agreement, the Plan, the Confirmation Order, the District Court Order and the Bankruptcy Court Findings of Fact and Conclusions of Law Regarding Confirmation of the Plan (the “Findings”) are summarized below. These summaries are qualified by reference to the Trust Agreement, the Plan, the Confirmation Order, the District Court Order and the Findings, which are attached hereto as Exhibits 1, 2,10, 11 and 12 respectively, and are incorporated herein by this reference.

     Pursuant to the Plan, Owens Corning, as reorganized, was required, subject to the satisfaction of certain conditions, to deliver 28,200,000 shares of Common Stock to the Trust for the benefit of holders of Asbestos Personal Injury Claims. Such conditions have been satisfied and accordingly, Owens Corning, as reorganized pursuant to the Plan, is irrevocably committed by the Plan to deliver to the Trust, and the Trust is irrevocably entitled to receive from Owens Corning under the Plan, 28,200,000 shares of Common Stock for the benefit of holders of Asbestos Personal Injury Claims. Such delivery is required under the Plan to occur between January 1, 2007 and January 8, 2007.

     The Trust is administered by three independent persons as Trustees. The initial Trustees of the Trust are Harry Huge, D. LeAnne Jackson and Dean M. Trafelet. Mr. Trafelet serves as the Managing Trustee. The Trustees serve staggered initial terms of five (5) years, in the case of Ms. Jackson, four (4) years in the case of Mr. Huge and

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three (3) years in the case of Mr. Trafelet. To the best of the Trust’s knowledge as of the date hereof, set forth in Schedule I to this Schedule 13D and incorporated herein by reference is the following information with respect to each of the Trustees:

1.	Name;
2.	Residence or business address;
3.	Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and
4.	Citizenship.

     During the last five years, neither the Trust nor, to the best of the Trust’s knowledge, any of the Trustees has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The TAC

     The TAC is a nine member advisory committee established pursuant to the Trust Agreement. The members of the TAC serve in a fiduciary capacity representing all holders of present Asbestos Personal Injury Claims. The TAC’s principal office is located at c/o Caplan & Drysdale, Chartered, One Thomas Circle, N.W., Suite 1100, Washington, D.C. 20005-5802.

     To the best of the TAC’s knowledge as of the date hereof, set forth in Schedule I to this Schedule 13D and incorporated by reference is the following information with respect to each member of the TAC:

1.	Name;
2.	Residence or business address;
3.	Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and
4.	Citizenship.

     During the last five years, neither the TAC nor, to the best of the TAC’s knowledge, any of its members has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The FCR

     Mr. McMonagle, in his capacity as the FCR, serves in a fiduciary capacity representing the interest of the holders of future Asbestos Personal Injury Claims for the purpose of protecting the rights of such persons.

     The name of the FCR is James J. McMonagle, Esq. He was appointed as FCR by order of the Bankruptcy Court dated September 28, 2006 and he serves in such capacity under the Trust Agreement. Mr. McMonagle’s business address is:

c/o Vorys, Sater, Seymour & Pease, LLP
2100 One Cleveland Center
1375 East 9^th Street
Cleveland, OH 44114

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Mr. McMonagle presently practices law as of counsel to the law firm of Vorys, Sater, Seymour & Pease, LLP at the address disclosed above. During the last five years, Mr. McMonagle has not been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. McMonagle is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

     Pursuant to the Plan, Owens Corning is irrevocably committed to deliver to the Trust, and the Trust is irrevocably entitled to receive from Owens Corning, 28,200,000 shares of Common Stock. Delivery of the shares is required to occur between January 1, 2007 and January 8, 2007. In addition, Owens Corning is required to deliver an incremental $1.390 billion to the Trust in accordance with the Plan between January 1, 2007 and January 8, 2007. The Common Stock, cash and other assets have been or will be delivered to the Trust by Owens Corning under the Plan to settle and discharge all Asbestos Personal Injury Claims.

Item 4. Purpose of Transaction

     The purpose of the Trust is to assume the liabilities of Owens Corning and Fibreboard, their predecessors and successors in interest, for all Asbestos Personal Injury Claims; to use the Common Stock and other assets transferred and assigned to the Trust pursuant to the Plan, and the income thereof, to pay the holders of all Asbestos Personal Injury Claims in accordance with the Trust Agreement and the Procedures in such a way that such holders of Asbestos Personal Injury Claims are treated fairly, equitably and reasonably in light of the limited assets available to satisfy such claims; and to otherwise comply in all respects with the requirements of a trust set forth in Section 524(g) of the United States Bankruptcy Code.

     Pursuant to the Plan, Owens Corning’s Amended and Restated By-Laws (the “By-laws) and Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), as well as the Confirmation Order, the District Court Order and the Findings, on the day after the date the 28,200,000 shares of Common Stock are delivered by Owens Corning to the Trust under the Plan, each of the FCR and the TAC (in its prior capacity as the Owens Corning Asbestos Claimants Committee (“ACC”)) shall have the right to designate one member to Owens Corning’s Board of Directors. The director designated to the Owens Corning Board of Directors by the FCR is referred to as the “FCR Designated Director” and the director designated to the Owens Corning Board of Directors by the ACC is referred to as the “ACC Designated Director”. The FCR currently intends to designate himself to be the FCR Designated Director and the ACC currently intends to designate W. Howard Morris to serve as the ACC Designated Director. However, each of the FCR and the ACC reserve their rights to change the identity of the FCR Designated Director or the ACC Designated Director until such time as such designees initially join the Owens Corning Board of Directors. Further, pursuant to the By-laws, prior to each meeting of Owens Corning stockholders held before the Termination Date (as defined below) at which the term of the FCR Designated Director or ACC Designated Director, or any director nominated or appointed to succeed either such director in accordance with the By-laws, shall expire, in addition to any other persons nominated by the Owens Corning Board of Directors, the Trust shall have the right to nominate a person to succeed such director as the FCR Designated Director or the ACC Designated Director, as the case may be. Pursuant to the Trust Agreement and the By-laws, the person nominated by the Trust to succeed the ACC Designated Director shall be the person designated by the TAC and the person nominated by the Trust to succeed the FCR Designated Director shall be the person designated by the FCR. Pursuant to the By-laws, at each meeting of Owens Corning stockholders held before the Termination Date at which directors are to be elected, in addition to presenting nominees for other directorships, the officers of Owens Corning presiding at such meeting shall present to the stockholders for election to the Owens Corning Board of Directors, on behalf of the Trust, any persons nominated by the Trust in accordance with the foregoing.

     The FCR Designated Director and the ACC Designated Director may be entitled, from time to time, to equity grants in the form of, or to be settled in the form of, Common Stock pursuant to compensatory plans adopted by Owens Corning as compensation for their service as members of the Owens Corning Board of Directors.

     Under the Trust Agreement, the Trust must obtain the consent of the TAC and the FCR to vote shares of Common Stock solely for purposes of electing members of the Owens Corning Board of Directors. The TAC and

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the FCR also have other stipulated consent and consultation rights under the Trust Agreement and the Procedures not related to the Common Stock.

     Pursuant to the By-laws if, at any time prior to the Termination Date, the FCR Designated Director (or any successor) or the ACC Designated Director (or any successor) then serving as a director of Owens Corning is removed from the Owens Corning Board of Directors, resigns, retires, dies or otherwise cannot continue to serve as a member of the Owens Corning Board of Directors, then the Owens Corning Board of Directors shall fill such vacancy by appointing (i) with respect to the ACC Designated Director, such person as shall be designated in writing by the TAC and (ii) with respect to the FCR Designated Director, such person as shall be designated in writing by the FCR.

     The “Termination Date” means the date on which the Trust no longer owns, beneficially or of record, at least 1% of the then outstanding shares of Common Stock.

     Pursuant to the By-laws, on the Termination Date, the ACC Designated Director and the FCR Designated Director, or their respective successors, shall resign from the Owens Corning Board of Directors.

     Specified provisions of the By-laws and the Certificate of Incorporation may not be amended prior to the Termination Date without the prior written approval of the Trust if such amendment could, among other things, in any way adversely affect the rights of the Trust, the FCR, the ACC or the TAC to designate persons to serve on the Owens Corning Board of Directors in accordance with section 5.18(a) of the Plan, or to shorten the term of any Owens Corning director designated by the Trust, the FCR, the ACC or the TAC.

     As part of the Plan, the Trust accepted assignment of certain letter agreements dated July 7, 2006, as amended October 27, 2006, by and between Owens Corning and each of JPMorgan Chase Bank, National Association, London Branch; Bear Stearns International Limited; Deutsche Bank AG; Lehman Brothers OTC Derivatives Inc. and Bank of America, N.A. (collectively, the “Collar Agreements”). Under the terms of the Collar Agreements, each investment firm party has a call right to purchase all or a portion of the shares of Common Stock set forth in its Collar Agreement from the Trust at an exercise price of $37.50 per share. These call options will, in each case, expire on the date that is 12 months after the date on which the shares of Common Stock are delivered to the Trust. In addition, each of the respective Collar Agreements grants the Trust an option to sell all or a portion of the shares of Common Stock to the investment firm that is a party to such Collar Agreement at an exercise price of $25.00 per share. These put options will, in each case, expire on the date that is 3 months after the date on which the shares of Common Stock are delivered to the Trust. The options provided in the Collar Agreements cover, in the aggregate, all of the 28,200,000 shares of Common Stock reported herein as beneficially owned by the Trust. Each Collar Agreement also provides that only one, but not both, of the call options or the put options can be exercised.

     The foregoing descriptions of the Trust Agreement, Plan, Collar Agreements, Confirmation Order, District Court Order and Findings, are qualified in their entirety by reference to the Trust Agreement, Plan and Collar Agreements, which are attached hereto as Exhibits 1, 2, 4 through 8, 10, 11 and 12, respectively, and are incorporated herein by this reference.

     Except as otherwise set forth in this Schedule 13D, the Reporting Persons do not and, to the best of the Trust’s knowledge, the Trustees do not and, to the best of the TAC’s knowledge, the members of the TAC do not have any present plans, arrangements or understandings that relate to or would result in:

a.	The acquisition by any person of additional securities of Owens Corning, or the disposition of securities of Owens Corning;
b.	An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Owens Corning or any of its subsidiaries;
c.	A sale or transfer of a material amount of assets of Owens Corning or any of its subsidiaries;
d.	Any change in the present board of directors or management of Owens Corning, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

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e.	Any material change in the present capitalization or dividend policy of Owens Corning;
f.	Any other material change in Owens Corning’s business or corporate structure including but not limited to, if Owens Corning is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
g.	Changes in Owens Corning’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
h.	Causing a class of securities of Owens Corning to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
i.	A class of equity securities of Owens Corning becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
j.	Any action similar to those enumerated above.

However, the Reporting Persons intend to review their interest in Owens Corning on a continuing basis and reserve the right to change their plans or intentions at any time depending upon their evaluation of then existing circumstances including, without limitation, the factors referred to above. In addition, the Reporting Persons may, from time to time and at any time, (1) acquire additional shares of Common Stock (subject to availability if the price is deemed favorable) in the open market, in privately negotiated transactions or otherwise or (2) dispose of shares of Common Stock in the open market, in privately negotiated transactions (including under the Collar Agreements) or otherwise, in each case in accordance with applicable law. The Trust will only acquire or dispose of shares of Common Stock to the extent permitted under the Trust Agreement and in accordance with applicable law.

Item 5. Interest in Securities of the Issuer

     (a) The Trust is the beneficial owner of 28,200,000 shares of Common Stock. Neither the TAC nor the FCR own any shares of Common Stock. However, the TAC and the FCR may be deemed to be part of a group of persons (as determined in accordance with Section 13(d) of the Act and the rules promulgated thereunder) with the Trust and, therefore, may also be deemed to be the beneficial owners of the 28,200,000 shares of Common Stock, individually and as a group. Based on Owens Corning’s Prospectus filed pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended, with the Securities and Exchange Commission on October 30, 2006, there were 103,200,000 shares of Common Stock issued and outstanding as of October 31, 2006. The 28,200,000 shares of Common Stock beneficially owned by the Trust represent approximately 21.5% of the outstanding shares of Common Stock, including, for purposes of this calculation, the 28,200,000 shares of Common Stock, which Owens Corning is irrevocably committed under the Plan to deliver to the Trust and which the Trust is irrevocably entitled to receive. Notwithstanding anything to the contrary contained herein, the TAC and the FCR expressly disclaim beneficial ownership of the 28,200,000 shares of Common Stock and this Statement on Schedule 13D shall not be construed as an admission by the TAC, the members of the TAC or the FCR that such persons are the beneficial owners for any purpose of the shares of Common Stock covered by this Schedule 13D.

     (b) The Trust (acting through its Trustees), the TAC (acting through its members) and the FCR may be deemed to share the power to vote 28,200,000 shares of Common Stock solely due to the consent rights of the TAC and the FCR under the Trust Agreement with respect to the manner in which the Trust votes the Common Stock exclusively for the purpose of electing members of the Owens Corning Board of Directors. Neither the TAC nor the FCR have any other power to vote or direct the vote of shares of the Common Stock reported herein. The Trust has the sole power to dispose or direct the disposition of all of the shares of Common Stock reported herein, and neither the TAC nor the FCR have any power to dispose or direct the disposition of such shares of Common Stock.

     (c) Except as described above, none of the Trust, the Trustees, the TAC, the members of the TAC nor the FCR has engaged in any transactions in the Common Stock that were effected during the past sixty days.

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     (d) No person, other than the Trust, has the right to receive or the power to direct the receipt of dividends from, or the profits from the sale of, the shares of Common Stock beneficially owned by the Trust.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     As set forth herein, the Trust is party to the Trust Agreement and Collar Agreements. Descriptions of the Trust Agreement and Collar Agreements contained in this Statement on Schedule 13D are qualified in their entirety by reference to the Trust Agreement and Collar Agreements, which are attached hereto as Exhibit 1 and Exhibits 4 through 8, respectively, and are incorporated herein by this reference.

     The Trust and Owens Corning are also party to that certain Registration Rights Agreement dated July 7, 2006, as amended by the First Amendment to Registration Rights Agreement dated October 27, 2006 (as amended, the “Registration Rights Agreement”), which provides that the Trust has certain registration rights with respect to its shares of Common Stock. The Registration Rights Agreement is attached hereto as Exhibit 3 and is incorporated herein by this reference.

     Except as set forth herein, none of the Reporting Persons or, to the best of the Trust’s knowledge, the Trustees or, to the best of the TAC’s knowledge, the members of the TAC, have any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of Owens Corning, including but not limited to transfer or voting of any securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

EXHIBIT NUMBER	TITLE
1	Owens Corning/Fibreboard Asbestos Personal Injury Trust Agreement dated October 31, 2006.
2	Sixth Amended Joint Plan of Reorganization For Owens Corning And Its Affiliated Debtors And Debtors-in-Possession (As Modified) (incorporated by reference to Exhibit 2.1 of Owens Corning’s Form 8-K dated September 29, 2006).
3	Registration Rights Agreement dated July 7, 2006 by and between Owens Corning and Owens Corning/Fibreboard Asbestos Personal Injury Trust, as amended by the First Amendment to Registration Rights Agreement dated October 27, 2006.
4	Letter Agreement, dated as of July 7, 2006, by and between Owens Corning and JPMorgan Chase Bank, National Association, London Branch, as amended by the First Amendment to the Letter Agreement dated October 27, 2006, as assigned to and accepted by the Owens Corning/Fibreboard Asbestos Personal Injury Trust on October 31, 2006.
5	Letter Agreement, dated as of July 7, 2006, by and between Owens Corning and Bear Stearns International Limited, as amended by the First Amendment to Letter Agreement dated October 27, 2006, as assigned to and accepted by the Owens Corning/Fibreboard Asbestos Personal Injury Trust on October 31, 2006.
6	Letter Agreement, dated as of July 7, 2006, by and between Owens Corning and Deutsche Bank AG acting through its London branch, as amended by the First Amendment to Letter Agreement dated October 27, 2006, as assigned to and accepted by the Owens Corning/Fibreboard Asbestos Personal Injury Trust on October 31, 2006.

10

EXHIBIT NUMBER	TITLE
7	Letter Agreement, dated as of July 7, 2006, by and between Owens Corning and Lehman Brothers OTC Derivatives Inc., as amended by the First Amendment to Letter Agreement dated October 27, 2006, as assigned to and accepted by the Owens Corning/Fibreboard Asbestos Personal Injury Trust on October 31, 2006.
8	Confirmation, dated as of July 7, 2006, by and between Owens Corning and Bank of America, N.A., as amended by the First Amendment to Confirmation dated October 27, 2006, as assigned to and accepted by the Owens Corning/Fibreboard Asbestos Personal Injury Trust on October 31, 2006.
9	Joint Filing Agreement, dated December 19, 2006 by and among the Reporting Persons.
10	Bankruptcy Court Order Confirming the Sixth Amended Joint Plan of Reorganization (as Modified) (incorporated by reference to Exhibit 99.1 of Owens Corning’s Form 8-K, dated September 29, 2006).
11	District Court Order Affirming the Bankruptcy Court’s Order Confirming the Sixth Amended Joint Plan of Reorganization (as Modified) and Findings of Fact and Conclusions of Law Regarding Confirmation of the Sixth Amended Joint Plan of Reorganization (as Modified) (incorporated by reference to Exhibit 99.3 of Owens Corning’s Form 8-K, dated September 29, 2006).
12	Bankruptcy Court Findings of Fact and Conclusions of Law Regarding Confirmation of the Sixth Amended Joint Plan of Reorganization (as Modified) (incorporated by reference to Exhibit 99.2 of Owens Corning’s Form 8-K, dated September 29, 2006).

11

SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 19, 2006

OWENS CORNING/FIBREBOARD ASBESTOS PERSONAL
INJURY TRUST

/s/Harry Huge

Harry Huge, Trustee

/s/D. LeAnne Jackson

D. LeAnne Jackson, Trustee

/s/Dean M. Trafelet

Dean M. Trafelet, Trustee

PI TRUST ADVISORY COMMITTEE

/s/Matthew Bergman

Matthew Bergman, Esq.

/s/Russell W. Budd

Russell W. Budd, Esq.

/s/John D. Cooney

John D. Cooney, Esq.

/s/James Ferraro

James Ferraro, Esq.

/s/Theodore Goldberg

Theodore Goldberg, Esq.

/s/Steven Kazan

Steven Kazan, Esq.

/s/Joseph F. Rice

Joseph F. Rice, Esq.

/s/Armand J. Volta, Jr.

Armand J. Volta, Jr., Esq.

/s/Perry Weitz

Perry Weitz, Esq.

FUTURE CLAIMANTS’ REPRESENTATIVE, under the Owens Corning/Fibreboard Asbestos Personal Injury Trust Agreement, dated October 31, 2006

/s/James J. McMonagle

James J. McMonagle, Esq.

SCHEDULE I

Trustees

1.	Harry Huge
2.	Huge Law Firm 25 E. Battery Street Charleston, SC 29401
3.	Mr. Huge’s principal occupation is the practice of law at the Huge Law Firm at the address listed above.
4.	United States

1.	D. LeAnne Jackson
2.	8830 Secretariat Court Suwanee, GA 30024
3.	Ms. Jackson’s principal occupation is her service as a Trustee of the Trust.
4.	United States

1.	Dean M. Trafelet
2.	50 West Schiller Chicago, IL 60610
3.	Mr. Trafelet’s principal occupation is as a Trustee of the Trust, as well as his service as a trustee of the ABB Lummus Global Personal Injury 524(g) Trust and as the court appointed representative for future asbestos claimants in connection with the Armstrong Asbestos Settlement Trust, USG Asbestos Settlement Trust, Pilibrico Asbestos Settlement Trust, Pilibrico Silica Settlement Trust and Brauer Supply Company Asbestos Settlement Trust.
4.	United States

Members of the TAC

1.	Matthew P. Bergman
2.	Law Offices of Matthew P. Bergman P.O. Box 2010 17530 Vashon Highway SW Vashon, WA 98070
3.	Mr. Bergman’s principal occupation is as the owner and partner of the Law Offices of Matthew P. Bergman at the address listed above.
4.	United States

1.	Russell Budd
2.	Baron & Budd PC 3102 Oak Lawn Avenue, Suite 1100 Dallas, TX 75219
3.	Mr. Budd’s principal occupation is as an attorney and Managing Shareholder of Baron & Budd PC at the address listed above.
4.	United States

1.	John D. Cooney
2.	Cooney & Conway 120 N. LaSalle Street, 30th Floor Chicago, IL 60602
3.	Mr. Cooney’s principal occupation is as a Partner with the law firm of Cooney & Conway at the address listed above.
4.	United States

1.	James L. Ferraro
2.	The Ferraro Law Firm 4000 Ponce de Leon Boulevard, Suite 700 Miami, FL 33146
3.	Mr. Ferraro’s principal occupation is as President of The Ferraro Law Firm at the address disclosed above.
4.	United States

1.	Theodore Goldberg
2.	Goldberg, Persky & White PC 1030 Fifth Avenue, 3rd Floor Pittsburgh, PA 15219
3.	Mr. Goldberg’s principal occupation is as an attorney and President of the law firm of Goldberg, Persky & White PC at the address listed above.
4.	United States

1.	Steven Kazan
2.	Kazan, McClain, Abrams, Fernandez, Lyons, Farrise & Greenwood, PLC 71 Twelfth Street, Third Floor Oakland, CA 94607

3.	Mr. Kazan’s principal occupation is as the Chief Executive Officer and Managing Partner with the law firm of Kazan, McClain, Abrams, Fernandez, Lyons, Farrise & Greenwood, PLC at the address disclosed above.
4.	United States

1.	Joseph F. Rice
2.	Motley Rice LLC 28 Bridgeside Boulevard Mount Pleasant, NC 29464
3.	Mr. Rice’s principal occupation is as a Manager and Member of the law firm of Motley Rice LLC at the address listed above.
4.	United States

1.	Armand J. Volta, Jr.
2.	Law Offices of Peter G. Angelos, P.C. 100 N. Charles Street, 22nd Floor Baltimore, MD 21201
3.	Mr. Volta’s principal occupation is as a senior attorney with the Law Offices of Peter G. Angelos, P.C. at the address disclosed above.
4.	United States

1.	Perry Weitz
2.	Weitz & Luxenberg 180 Maiden Lane New York, NY 10038
3.	Mr. Weitz’s principal occupation is as the President and Managing Attorney of the law firm of Weitz & Luxenberg at the address listed above.
4.	United States

EX-99.1

Exhibit 1

OWENS CORNING/FIBREBOARD

FORM OF ASBESTOS PERSONAL INJURY TRUST AGREEMENT

OWENS CORNING/FIBREBOARD

ASBESTOS PERSONAL INJURY TRUST AGREEMENT

TABLE OF CONTENTS

SECTION 1 — Agreement of Trust	4
1.1 Creation and Name	4
1.2 Purpose	4
1.3 Transfer of Assets	4
1.4 Acceptance of Assets and Assumption of Liabilities	5
SECTION 2 — Powers and Trust Administration	6
2.1 Powers	6
2.2 General Administration	11
2.3 Claims Administration	16
SECTION 3 — Accounts, Investments, and Payments	16
3.1 Accounts	16
3.2 Investments	16
3.3 Source of Payments	19
SECTION 4 — Trustees; Delaware Trustee	19
4.1 Number	19
4.2 Term of Service	20
4.3 Appointment of Successor Trustees	21
4.4 Liability of Trustees, Members of the TAC and the Future Claimants’ Representative	22
4.5 Compensation and Expenses of Trustees	22
4.6 Indemnification	23
4.7 Trustees’ Lien	24
4.8 Trustees’ Employment of Experts; Delaware Trustee’s Employment of Counsel	24
4.9 Trustees’ Independence	25
4.10 Bond	25
4.11 Delaware Trustee	25

SECTION 5 — Trust Advisory Committee	27
5.1 Members	27
5.2 Duties	27
5.3 Term of Office	28
5.4 Appointment of Successor	29
5.5 TAC’s Employment of Professionals	30
5.6 Compensation and Expenses of TAC	31
5.7 Procedures for Consultation With and Obtaining the Consent of the TAC	31
(a) Consultation Process	31
(b) Consent Process	32
SECTION 6 — The Future Claimants’ Representative	33
6.1 Duties	33
6.2 Term of Office	34
6.3 Appointment of Successor	34
6.4 Future Claimants’ Representative’s Employment of Professionals	35
6.5 Compensation and Expenses of the Future Claimants’ Representative	36
6.6 Procedures for Consultation With and Obtaining the Consent of the Future Claimants’ Representative	37
(a) Consultation Process	37
(b) Consent Process	38
SECTION 7 — General Provisions	39
7.1 Irrevocability	39
7.2 Term; Termination	39
7.3 Amendments	41
7.4 Severability	42
7.5 Notices	42
7.6 Successors and Assigns	46
7.7 Limitation on Claim Interests for Securities Laws Purposes	46
7.8 Entire Agreement; No Waiver	46
7.9 Headings	47
7.10 Governing Law	47
7.11 Settlors’ Representations and Cooperation	47
7.12 Dispute Resolution	47
7.13 Enforcement and Administration	48
7.14 Effectiveness	48
7.15 Counterpart Signatures	48

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OWENS CORNING/FIBREBOARD

ASBESTOS PERSONAL INJURY TRUST AGREEMENT

     This Owens Corning/Fibreboard Asbestos Personal Injury Trust Agreement (hereinafter referred to as the “PI Trust Agreement”), dated the date set forth on the signature page hereof and effective as of the later of the Effective Date or the date this Agreement is executed by the Trustees (“Trustees”) and Wilmington Trust Company (the “Delaware Trustee”), is entered into by Owens Corning (“OC,” the “Settlor,” or the “Debtor”), a Delaware corporation, the Debtor and debtor-in-possession in Case No. 00-03837 in the United States Bankruptcy Court for the District of Delaware as Settlor; the Future Claimants’ Representative; the Official Committee of Asbestos Claimants (“Committee”); and the Trustees and the members of the PI Trust Advisory Committee (“TAC”), who are further identified on the signature pages hereof and appointed at Confirmation pursuant to the Sixth Amended Joint Plan of Reorganization for Owens Corning and Its Affiliated Debtors and Debtors-In-Possession (As Modified) (“Plan”), as such Plan may be amended, modified or supplemented from time to time. All capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the Plan, and such definitions are incorporated herein by reference. All capitalized terms not defined herein or defined in the Plan, but defined in the Bankruptcy Code or Bankruptcy Rules, shall have the meanings ascribed to them by the Bankruptcy Code and Bankruptcy Rules, and such definitions are incorporated herein by reference.

     WHEREAS, at the time of the entry of the order for relief in the Chapter 11 case, Owens Corning (“OC”)and its wholly-owned subsidiary Fibreboard Corporation (“Fibreboard”) were named as a defendants in actions involving personal injury (“PI”) or death claims caused by

exposure to asbestos-containing products for which OC and Fibreboard, their predecessors, successors and assigns have legal liability (“OC Asbestos Personal Injury Claims” and “FB Asbestos Personal Injury Claims” as defined in the Plan and collectively referred to herein as “Asbestos Personal Injury Claims” or “PI Trust Claims”); and

     WHEREAS, OC has been reorganized under the provisions of Chapter 11 of the Bankruptcy Code in a case pending in the United States Bankruptcy Court for the District of Delaware, known as In re Owens Corning, et al, Debtors, Case No. 00-03837 (JKF); and

     WHEREAS, the Plan has been confirmed by the Bankruptcy Court; and

     WHEREAS, the Plan provides, inter alia, for the creation of the Asbestos Personal Injury Trust (“PI Trust”); and

     WHEREAS, pursuant to the Plan, the PI Trust is to use its assets and income to satisfy all Asbestos Personal Injury Claims; and

     WHEREAS, pursuant to the Plan, the PI Trust shall be funded with the consideration described in Section 10.3 of the Plan;

     WHEREAS, pursuant to the Plan, the PI Trust will use that consideration to establish two separate Sub-Accounts, the OC Sub-Account which shall be funded with the consideration described in Section 10.3(a) of the Plan, and the FB Sub-Account which shall be funded with the consideration described in Section 10.3(b) of the Plan;

     WHEREAS, pursuant to the Plan, OC Asbestos Personal Injury Claims shall be paid from the OC Sub-Account and FB Asbestos Personal Injury Claims shall be paid from the FB Sub-Account;

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     WHEREAS, it is the intent of OC, the Trustees, the Committee, the TAC, and the Future Claimants’ Representative that the PI Trust be administered, maintained, and operated at all times through mechanisms that provide reasonable assurance that the PI Trust will satisfy all PI Trust Claims pursuant to the Owens Corning/Fibreboard Asbestos Personal Injury Trust Distribution Procedures (“TDP”) that are attached to the Disclosure Statement as Exhibit D-1 in a substantially similar manner, and in strict compliance with the terms of this PI Trust Agreement; and

     WHEREAS, all rights of the holders of PI Trust Claims arising under this PI Trust Agreement and the TDP shall vest upon the Effective Date; and

     WHEREAS, pursuant to the Plan, the PI Trust is intended to qualify as a “qualified settlement fund” within the meaning of Section 1.468B-1 et seq. of the Treasury Regulations promulgated under Section 468B of the Internal Revenue Code (“IRC”); and

     WHEREAS, the Bankruptcy Court has determined that the PI Trust and the Plan satisfy all the prerequisites for an injunction pursuant to Section 524(g) of the Bankruptcy Code, and such injunction has been entered in connection with the Confirmation Order;

     NOW, THEREFORE, it is hereby agreed as follows:

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SECTION 1

AGREEMENT OF TRUST

     1.1 Creation and Name. OC as Settlor hereby creates a trust known as the Owens Corning/Fibreboard Asbestos Personal Injury Trust or PI Trust, which is provided for and referred to in the Plan. The Trustees of the PI Trust may transact the business and affairs of the PI Trust in the name of the PI Trust. It is the intention of the parties hereto that the trust created hereby constitute a statutory trust under Chapter 38 of title 12 of the Delaware Code, 12 Del. C. § 3801 et seq. (the “Act”) and that this document, together with the by-laws described herein, constitute the governing instruments of the PI Trust. The Trustees and the Delaware Trustee are hereby authorized and directed to execute and file a Certificate of Trust with the Delaware Secretary of State in the form attached hereto.

     1.2 Purpose. The purpose of the PI Trust is to assume the liabilities of OC and Fibreboard, their predecessors and successors in interest, for all Asbestos Personal Injury Claims (as defined in the Plan), and to use the PI Trust Assets and income to pay the holders of all PI Trust Claims in accordance with this PI Trust Agreement and the TDP in such a way that such holders of PI Trust Claims are treated fairly, equitably and reasonably in light of the limited assets available to satisfy such claims, and to otherwise comply in all respects with the requirements of a trust set forth in Section 524(g)(2)(B) of the Bankruptcy Code.

     1.3 Transfer of Assets. Pursuant to the Plan, the consideration described in Section 10.3(a) and Section 10.3(b) of the Plan (the “PI Trust Share”) has been transferred and assigned to the PI Trust to settle and discharge all Asbestos Personal Injury Claims. Pursuant to the Plan, OC, its successors in interest thereto, from and after the Effective Date (“Reorganized OC”) and others may also transfer and assign additional assets to the PI Trust from time to time (together with the PI Trust Share, the “PI Trust Assets”). In all events, the PI Trust Assets will be transferred to the PI Trust free and clear of any liens or other claims by OC, Reorganized OC,

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any creditor, or other entity. OC, Reorganized OC, and any other transferors shall also execute and deliver such documents to the PI Trust as the Trustees reasonably request to transfer and assign the PI Trust Assets to the PI Trust.

     1.4 Acceptance of Assets and Assumption of Liabilities.

          (a) In furtherance of the purposes of the PI Trust, the Trustees, on behalf of the PI Trust, hereby expressly accept the transfer and assignment to the PI Trust of the PI Trust Assets in the time and manner contemplated in the Plan.

          (b) In furtherance of the purposes of the PI Trust, the Trustees, on behalf of the PI Trust, expressly assume all liability for all Asbestos Personal Injury Claims. Except as otherwise provided in this PI Trust Agreement and the TDP, the PI Trust shall have all defenses, cross-claims, offsets, and recoupments, as well as rights of indemnification, contribution, subrogation, and similar rights, regarding such claims that OC and Reorganized OC have or would have had under applicable law. Regardless of the foregoing, however, a claimant must meet otherwise applicable federal, state and foreign statutes of limitations and repose, except as otherwise provided in Section 5.1(a)(2) of the TDP.

          (c) No provision herein or in the TDP shall be construed to mandate distributions on any claims or other actions that would contravene the PI Trust’s compliance with the requirements of a qualified settlement fund within the meaning of section 1.468B-1 et seq. of the Treasury Regulations promulgated under section 468B of the IRC.

          (d) OC, Reorganized OC, Fibreboard and Reorganized Fibreboard, and any successor in interest of each of the foregoing, shall be entitled to indemnification from the PI Trust for any expenses, costs, and fees (including reasonable attorneys’ fees and costs, but

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excluding any such expenses, costs, and fees incurred prior to the Effective Date), judgments, settlements, or other liabilities arising from or incurred in connection with any action related to OC and FB Asbestos Personal Injury Claims, including, but not limited to, indemnification or contribution for such claims prosecuted against Reorganized OC or Reorganized Fibreboard.

          (e) Nothing in this PI Trust Agreement shall be construed in any way to limit the scope, enforceability, or effectiveness of the Section 524(g) injunction issued in connection with the Plan or the PI Trust’s assumption of all liability for PI Trust Claims, subject to the provisions of Section 1.4(b) above.

SECTION 2

POWERS AND TRUST ADMINISTRATION

     2.1 Powers.

          (a) The Trustees are and shall act as the fiduciaries to the PI Trust in accordance with the provisions of this PI Trust Agreement and the Plan. The Trustees shall, at all times, administer the PI Trust and the PI Trust Assets in accordance with the purposes set forth in Section 1.2 above. Subject to the limitations set forth in this PI Trust Agreement, the Trustees shall have the power to take any and all actions that, in the judgment of the Trustees, are necessary or proper to fulfill the purposes of the PI Trust, including, without limitation, each power expressly granted in this Section 2.1, any power reasonably incidental thereto, and any trust power now or hereafter permitted under the laws of the State of Delaware.

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          (b) Except as required by applicable law or otherwise specified herein, the Trustees need not obtain the order or approval of any court in the exercise of any power or discretion conferred hereunder.

          (c) Without limiting the generality of Section 2.1(a) above, and except as limited below, the Trustees shall have the power to:

               (i) receive and hold the PI Trust Assets, vote the Reorganized OC common stock, and exercise all rights with respect to, and sell, any securities issued by Reorganized OC that are included in the PI Trust Assets, subject to any restrictions set forth in the Collar Agreements;

               (ii) invest the monies held from time to time by the PI Trust;

               (iii) sell, transfer, or exchange any or all of the PI Trust Assets at such prices and upon such terms as the Trustees may consider proper, consistent with the other terms of this PI Trust Agreement;

               (iv) enter into leasing and financing agreements with third parties to the extent such agreements are reasonably necessary to permit the PI Trust to operate;

               (v) pay liabilities and expenses of the PI Trust, including, but not limited to, PI Trust expenses;

               (vi) establish such funds, reserves and accounts within the PI Trust estate, as deemed by the Trustees to be useful in carrying out the purposes of the PI Trust;

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               (vii) sue and be sued and participate, as a party or otherwise, in any judicial, administrative, arbitrative, or other proceeding;

               (viii) establish, supervise and administer the PI Trust in accordance with this PI Trust Agreement and the TDP and the terms thereof;

               (ix) appoint such officers and hire such employees and engage such legal, financial, accounting, investment, auditing and forecasting, and other consultants and agents as the business of the PI Trust requires, and delegate to such persons such powers and authorities as the fiduciary duties of the Trustees permit and as the Trustees, in their discretion, deem advisable or necessary in order to carry out the terms of this PI Trust;

               (x) pay employees, legal, financial, accounting, investment, auditing, and forecasting, and other consultants, advisors, and agents, including those engaged by the PI Trust in connection with its alternative dispute resolution activities, reasonable compensation;

               (xi) compensate the Trustees, the Delaware Trustee, the TAC members, and the Future Claimants’ Representative as provided below, and their employees, legal, financial, accounting, investment and other advisors, consultants, independent contractors, and agents, and reimburse the Trustees, the TAC members and the Future Claimants’ Representative all reasonable out-of-pocket costs and expenses incurred by such persons in connection with the performance of their duties hereunder;

               (xii) execute and deliver such instruments as the Trustees consider proper in administering the PI Trust;

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               (xiii) enter into such other arrangements with third parties as are deemed by the Trustees to be useful in carrying out the purposes of the PI Trust, provided such arrangements do not conflict with any other provision of this PI Trust Agreement;

               (xiv) in accordance with Section 4.6 below, defend, indemnify and hold harmless (and purchase insurance indemnifying) (A) the Trustees, the Delaware Trustee, members of the TAC and the Future Claimants’ Representative and (B) the officers and employees of the PI Trust, and any agents, advisors and consultants of the PI Trust, the TAC or the Future Claimants’ Representative (the “Additional Indemnitees”), to the fullest extent that a statutory trust organized under the law of the State of Delaware is from time to time entitled to indemnify and/or insure its directors, trustees, officers, employees, agents, advisors and representatives;

               (xv) indemnify Reorganized OC and Reorganized Fibreboard (and any successor in interest of each of the foregoing) by reason of any present or future PI Trust Claims against all expenses, costs, fee (including attorneys’ fees), judgments, awards, settlements, and other liabilities incurred in connection therewith;

               (xvi) delegate any or all of the authority herein conferred with respect to the investment of all or any portion of the PI Trust Assets to any one or more reputable individuals or recognized institutional investment advisors or investment managers without liability for any action taken or omission made because of any such delegation, except as provided in Section 4.4 below;

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               (xvii) consult with Reorganized OC, the TAC and the Future Claimants’ Representative at such times and with respect to such issues relating to the conduct of the PI Trust as the Trustees consider desirable; and

               (xviii) make, pursue (by litigation or otherwise), collect, compromise or settle, in the name of the PI Trust or in the name of Reorganized OC, any claim, right, action, or cause of action included in the PI Trust Assets including, but not limited to, insurance recoveries, before any court of competent jurisdiction; provided that settlement of actions before the Bankruptcy Court require the approval of the Bankruptcy Court after notice to Reorganized OC as the case may be.

     Notwithstanding anything contained in this Section 2.1(c) to the contrary, the PI Trust shall be permitted to (i) accept the assignment of the Collar Agreements from OC (or its successors or assigns), (ii) execute and deliver the Collar Agreements, (iii) execute and deliver the Trust Registration Rights Agreement, (iv) grant the Call Options, (v) receive the Put Options, and (vi) exercise any and all of the rights granted to it, and perform all of its obligations, under the agreements, rights and/or instruments described in clauses (i) through (v) of this paragraph.

          (d) The Trustees shall not have the power to guarantee any debt of other persons.

          (e) The Trustees shall give the TAC, the Future Claimants’ Representative, and Reorganized OC prompt notice of any act performed or taken pursuant to Sections 2.1(c)(i), (iii), (vii), or (xvi) above, and any act proposed to be performed or taken pursuant to Section 2.2(f) below.

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          (f) Pursuant to Section 5.18(a)(ii) of the Plan, for so long as the PI Trust owns shares of Reorganized OC common stock, the Trustees shall designate one member of the Reorganized OC Board as directed by the Future Claimants’ Representative and one member as directed by the TAC.

     2.2 General Administration.

          (a) The Trustees shall adopt and act in accordance with the PI Trust Bylaws. To the extent not inconsistent with the terms of this PI Trust Agreement, the PI Trust Bylaws shall govern the affairs of the PI Trust. In the event of an inconsistency between the PI Trust Bylaws and this PI Trust Agreement, the PI Trust Agreement shall govern.

          (b) The Trustees shall (i) timely file income tax and other returns and statements and shall timely pay all taxes required to be paid, (ii) comply with all withholding obligations, as required under the applicable provisions of the IRC and of any state law and the regulations promulgated thereunder, (iii) meet without limitation all requirements necessary to qualify and maintain qualification of the PI Trust as a qualified settlement fund within the meaning of Section 1.468B-1 et seq. of the Treasury Regulations promulgated under Section 468B of the IRC, and (iv) take no action that could cause the PI Trust to fail to qualify as a qualified settlement fund within the meaning of Section 1.468B-1 et seq. of the Treasury Regulations promulgated under Section 468B of the IRC.

          (c) The Trustees shall timely account to the Bankruptcy Court as follows:

               (i) The Trustees shall cause to be prepared and filed with the Bankruptcy Court, as soon as available, and in any event within one hundred and twenty (120)

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days following the end of each fiscal year, an annual report (the “Annual Report”) containing financial statements of the PI Trust (including, without limitation, a balance sheet of the PI Trust as of the end of such fiscal year and a statement of operations for such fiscal year) audited by a firm of independent certified public accountants selected by the Trustees and accompanied by an opinion of such firm as to the fairness of the financial statements’ presentation of the cash and investments available for the payment of claims and as to the conformity of the financial statements with generally accepted accounting principles. The Trustees shall provide a copy of such report to the TAC, the Future Claimants’ Representative, and Reorganized OC when such reports are filed with the Bankruptcy Court.

               (ii) Simultaneously with the filing of the Annual Report, the Trustees shall cause to be prepared and filed with the Bankruptcy Court a report containing a summary regarding the number and type of claims disposed of during the period covered by the financial statements. The Trustees shall provide a copy of such report to the TAC, the Future Claimants’ Representatives, and Reorganized OC when such report is filed.

               (iii) All materials required to be filed with the Bankruptcy Court by this Section 2.2(c) shall be available for inspection by the public in accordance with procedures established by the Bankruptcy Court and shall be filed with the Office of the United States Trustee for the District of Delaware.

          (d) The Trustees shall cause to be prepared as soon as practicable prior to the commencement of each fiscal year a budget and cash flow projections covering such fiscal year and the succeeding four fiscal years. The budget and cash flow projections shall include determining the Maximum Annual Payment pursuant to Section 2.4 of the TDP, and the Claims

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Payment Ratio pursuant to Section 2.5 of the TDP. The Trustees shall provide a copy of the budget and cash flow projections to the TAC and the Future Claimants’ Representative.

          (e) The Trustees shall consult with the TAC and the Future Claimants’ Representative (i) on the general implementation and administration of the PI Trust; (ii) on the general implementation and administration of the TDP; and (iii) on such other matters as may be required under this PI Trust Agreement and the TDP.

          (f) The Trustees shall be required to obtain the consent of the TAC and the Future Claimants’ Representative pursuant to the Consent Process set forth in Section 5.7(b) and 6.6(b) below, in addition to any other instances elsewhere enumerated, in order:

               (i) To change the Claims Payment Ratio described in Section 2.5 of the TDP in the event that the requirements for such a change as set forth in said provision have been met;

               (ii) to change the Disease Levels, Scheduled Values and/or Medical/Exposure Criteria set forth in Section 5.3(a)(3) of the TDP, and/or the Scheduled, Average and/or Maximum Values set forth in Sections 5.3(b)(4) and 5.4(a) of the TDP;

               (iii) to change the Payment Percentage described in Section 4.2 of the TDP;

               (iv) to establish and/or to change the Proof of Claim Forms and other claims materials to be provided holders of PI Trust Claims under Section 6.1 of the TDP;

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               (v) to require that claimants provide additional kinds of medical or exposure evidence pursuant to Section 5.7 of the TDP;

               (vi) to change the form of release to be provided pursuant to Section 7.8 of the TDP;

               (vii) to terminate the PI Trust pursuant to Section 7.2 below;

               (viii) to settle the liability of any insurer under any insurance policy or legal action related thereto;

               (ix) to change the compensation of the members of the TAC, the Future Claimants’ Representative, the Delaware Trustee or Trustees, other than to reflect cost-of-living increases or changes approved by the Bankruptcy Court as otherwise provided herein;

               (x) to take structural or other actions to minimize any tax on the PI Trust Assets;

               (xi) to adopt the PI Trust Bylaws in accordance with Section 2.2(a) above or thereafter to amend the PI Trust Bylaws in accordance with the terms thereof;

               (xii) to amend any provision of the PI Trust Agreement or the TDP in accordance with the terms thereof;

               (xiii) to vote the shares of Reorganized OC held by the PI Trust for purposes of electing members of the Board of Directors of Reorganized OC;

               (xiv) to vote for any revision to Reorganized OC’s corporate charter and by-laws, which affects the rights of the PI Trust; and

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               (xv) to acquire an interest in or to merge any claims resolution organization formed by the PI Trust with another claims resolution organization that is not specifically created by this PI Trust Agreement or the TDP, or to contract with another claims resolution organization or other entity that is not specifically created by this PI Trust Agreement or the TDP, or permit any other party to join in any claims resolution organization that is formed by the PI Trust pursuant to the PI Trust Agreement or the TDP; provided that such acquisition, merger, contract or joinder shall not (a) subject Reorganized OC or any successors in interest thereto, to any risk of having any PI Trust Claim asserted against it or them, or (b) otherwise jeopardize the validity or enforceability of the Section 524(g) injunction; and provided further that the terms of such merger will require the surviving organization to make decisions about the allowability and value of claims in accordance with Section 2.1 of the TDP which requires that such decisions be based on the provisions of the TDP.

          (g) The Trustees shall meet with the TAC and the Future Claimants’ Representative no less often than quarterly. The Trustees shall meet in the interim with the TAC and the Future Claimants’ Representative when so requested by either.

          (h) The Trustees, upon notice from either the TAC or the Future Claimants’ Representative, if practicable in view of pending business, shall at their next meeting with the TAC or the Future Claimants’ Representative consider issues submitted by the TAC or the Future Claimants’ Representative.

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     2.3 Claims Administration. The Trustees shall promptly proceed to implement the TDP.

SECTION 3

ACCOUNTS, INVESTMENTS, AND PAYMENTS

     3.1 Accounts.

          (a) The Trustees may, from time to time, create such accounts and reserves within the PI Trust estate as they may deem necessary, prudent, or useful in order to provide for the payment of expenses and payment of PI Trust Claims and may, with respect to any such account or reserve, restrict the use of monies therein.

          (b) The Trustees shall include a reasonably detailed description of the creation of any account or reserve in accordance with this Section 3.1 and, with respect to any such account, the transfers made to such account, the proceeds of or earnings on the assets held in each such account and the payments from each such account in the accounts to be filed with the Bankruptcy Court and provided to the TAC, the Future Claimants’ Representative, and Reorganized OC pursuant to Section 2.2(c)(i) above.

     3.2 Investments. Investment of monies held in the PI Trust shall be administered in the manner in which individuals of ordinary prudence, discretion, and judgment would act in the management of their own affairs, subject to the following limitations and provisions:

          (a) The PI Trust shall not acquire, directly or indirectly, equity in any entity (other than Reorganized OC, or any successor to Reorganized OC) or business enterprise if,

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immediately following such acquisition, the PI Trust would hold more than 5% of the equity in such entity or business enterprise. The PI Trust shall not hold, directly or indirectly, more than 5% of the equity in any entity (other than Reorganized OC, or any successor to Reorganized OC) or business enterprise.

          (b) The PI Trust shall not acquire or hold any long-term debt securities unless (i) such securities are included in the PI Trust Assets under the Plan, (ii) such securities are rated “Baa” or higher by Moody’s, “BBB” or higher by Standard & Poor’s (“S&P’s”), or have been given an equivalent investment grade rating by another nationally recognized statistical rating agency, or (iii) have been issued or fully guaranteed as to principal and interest by the United States of America or any agency or instrumentality thereof.

          (c) The PI Trust shall not acquire or hold for longer than ninety (90) days any commercial paper unless such commercial paper is rated “Prime-1” or higher by Moody’s or “A-1” or higher by S&P’s or has been given an equivalent rating by another nationally recognized statistical rating agency.

          (d) Excluding any securities of OC or Reorganized OC, the PI Trust shall not acquire or hold any common or preferred stock or convertible securities unless such stock or securities are rated “A” or higher by Moody’s or “A” or higher by S&P’s or have been given an equivalent investment grade rating by another nationally recognized statistical rating agency.

          (e) Excluding any securities of OC or Reorganized OC, the PI Trust shall not acquire any debt securities or other instruments issued by any entity (other than debt securities or other instruments issued or fully guaranteed as to principal and interest by the United States of America or any agency or instrumentality thereof) if, following such acquisition, the aggregate

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market value of all debt securities and instruments issued by such entity held by the PI Trust would exceed 2% of the then current aggregate value of the PI Trust estate. The PI Trust shall not hold any debt securities or other instruments issued by any entity (other than debt securities or other instruments issued or fully guaranteed as to principal and interest by the United States of America or any agency or instrumentality thereof and other than debt securities or other instruments of Reorganized OC, or any successor to Reorganized OC) to the extent that the aggregate market value of all securities and instruments issued by such entity held by the PI Trust would exceed 5% of the then current aggregate value of the PI Trust Assets.

          (f) The PI Trust shall not acquire or hold any certificates of deposit unless all publicly held, long-term debt securities, if any, of the financial institution issuing the certificate of deposit and the holding company, if any, of which such financial institution is a subsidiary, meet the standards set forth in Section 3.2(b) above.

          (g) The PI Trust may acquire and hold any securities or instruments issued by Reorganized OC or any successor to Reorganized OC, or obtained as proceeds of litigation or otherwise to resolve disputes, without regard to the limitations set forth in Subsections (a)-(f) above.

          (h) The PI Trust shall not acquire or hold any repurchase obligations unless, in the opinion of the Trustees, they are adequately collateralized.

          (i) The PI Trust shall not acquire or hold any rights, warrants, options, or similar securities.

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     Notwithstanding anything contained in this Section 3.2 to the contrary, the PI Trust shall be permitted to (i) accept the assignment of the Collar Agreements from OC (or its successors or assigns), (ii) execute and deliver the Collar Agreements, (iii) execute and deliver the Trust Registration Rights Agreement, (iv) grant the Call Options, (v) receive the Put Options, and (vi) exercise any and all of the rights granted to it, and perform all of its obligations, under the agreements, rights and/or instruments described in clauses (i) through (v) of this paragraph.

     3.3 Source of Payments.

          (a) All PI Trust expenses and payments and all liabilities with respect to claims shall be payable solely by the Trustees out of the PI Trust Assets. Neither OC, Reorganized OC, or their subsidiaries, any successor in interest, or the present or former shareholders, directors, officers, employees or agents of OC, Reorganized OC, or their subsidiaries, nor the Trustees, the TAC or Future Claimants’ Representative, or any of their officers, agents, advisors, or employees shall be liable for the payment of any PI Trust expense or any other liability of the PI Trust.

          (b) The Trustees shall include a reasonably detailed description of any payments made in accordance with this Section 3.3 in the Annual Report.

SECTION 4

TRUSTEES; DELAWARE TRUSTEE

     4.1 Number. In addition to the Delaware Trustee appointed pursuant to Section 4.11, there shall be three (3) Trustees. The initial Trustees shall be those persons named on the signature page hereof. At their first meeting, the initial Trustees shall designate one of their

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number to serve as the Managing Trustee of the PI Trust, with such administrative duties as the Trustees may determine. The Trustees may change the designation of the individual to serve as Managing Trustee from time to time as circumstances warrant.

     4.2 Term of Service.

          (a) The initial Trustees named pursuant to Article 4.1 above shall each serve staggered terms of three (3), four (4) and five (5) years shown on the signature pages hereof. Thereafter, each Trustee’s term of service shall be five (5) years. The initial Trustees shall serve from the Effective Date until the earliest of (i) the end of his or her term, (ii) his or her death, (iii) his or her resignation pursuant to Section 4.2(b) below, (iv) his or her removal pursuant to Section 4.2(c) below, or (v) the termination of the PI Trust pursuant to Section 7.2 below.

          (b) A Trustee may resign at any time by written notice to the remaining Trustees, the TAC and the Future Claimants’ Representative. Such notice shall specify a date when such resignation shall take effect, which shall not be less than 90 days after the date such notice is given, where practicable.

          (c) A Trustee may be removed by unanimous vote of the remaining Trustees in the event that he or she becomes unable to discharge his or her duties hereunder due to accident or physical or mental deterioration, or for other good cause. Good cause shall be deemed to include, without limitation, any substantial failure to comply with the general administration provisions of Section 2.2 above, a consistent pattern of neglect and failure to perform or participate in performing the duties of the Trustees hereunder, or repeated non-attendance at scheduled meetings. Such removal shall require the approval of the Bankruptcy Court and shall take effect at such time as the Bankruptcy Court shall determine.

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     4.3 Appointment of Successor Trustees.

          (a) In the event of a vacancy in the position of PI Trustee, whether by death, term expiration, resignation or removal, the remaining Trustees shall consult with the TAC and the Future Claimants’ Representative concerning appointment of a successor Trustee. The vacancy shall be filled by the unanimous vote of the remaining Trustees unless a majority of the TAC or the Future Claimants’ Representative vetoes the appointment. In the event that the remaining Trustees cannot agree on a Successor PI Trustee, or a majority of the TAC or the Future Claimants’ Representative vetoes the appointment of the proposed successor PI Trustee, the Bankruptcy Court shall make the appointment. Nothing shall prevent the reappointment of a PI Trustee for an additional term or terms pursuant to the provisions of this Section 4.3(a), and there shall be no limit on the number of terms that a Trustee may serve.

          (b) Immediately upon the appointment of any Successor PI Trustee, all rights, titles, duties, powers and authority of the predecessor PI Trustee hereunder shall be vested in, and undertaken by, the Successor PI Trustee without any further act. No Successor PI Trustee shall be liable personally for any act or omission of his or her predecessor Trustees.

          (c) Each Successor PI Trustee shall serve until the earlier of (i) the end of a full term of five (5) years if the predecessor PI Trustee completed his or her term, (ii) the end of the remainder of the term of the PI Trustee whom he or she is replacing if said predecessor PI Trustee did not complete said term, (iii) his or her death, (iv) his or her resignation pursuant to Section 4.2(b) above, (v) his or her removal pursuant to Section 4.2(c) above, or (vi) the termination of the PI Trust pursuant to Section 7.2 below.

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     4.4 Liability of Trustees, Members of the TAC and the Future Claimants’ Representative. The Trustees, the members of the TAC and the Futures Claimants’ Representative shall not be liable to the PI Trust, to any individual holding an asbestos claim, or to any other person, except for such individual’s own breach of trust committed in bad faith or willful misappropriation.

     4.5 Compensation and Expenses of Trustees.

          (a) The Trustees shall receive compensation from the PI Trust for their services as Trustees in the amount of $65,000.00 per annum, except that the Managing Trustee shall receive $75,000.00 per annum for his or her service. All Trustees shall receive a per diem allowance for meetings in the amount of $2,500.00, which amount shall not be charged against the annual retainer. A meeting is any scheduled, emergency or sub-committee meeting of the Trustees that is noticed and/or authorized by the chairperson in which participation is either in person or telephonically and the duration of which is no less than two (2) hours and not in excess of five (5) hours. For all other time expended in preparation, authorized special projects, and time in excess of the (5) hours in a meeting, the Trustees shall receive the sum of $450 per hour, and the sum of $225 per hour for non-working travel time, in both cases computed on a quarter-hour basis. The Trustees shall have complete discretion to determine whether a meeting occurred, for purposes of this section. The per annum and per diem compensation payable to the Trustees hereunder shall be reviewed every year and appropriately adjusted for changes in the cost of living. Any other changes in compensation of the Trustees shall be made subject to the approval of the Bankruptcy Court. The Delaware Trustee shall be paid such compensation as is agreed pursuant to a separate fee agreement.

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          (b) The PI Trust will promptly reimburse the Trustees and the Delaware Trustee for all reasonable out-of-pocket costs and expenses incurred by the Trustees in connection with the performance of their duties hereunder.

          (c) The Trustees shall include a description of the amounts paid under this Section 4.5 in the Annual Report.

     4.6 Indemnification.

          (a) The PI Trust shall indemnify and defend the Trustees, the Delaware Trustee, the members of the TAC and the Future Claimants’ Representative in the performance of their duties hereunder to the fullest extent that a statutory trust organized under the laws of the State of Delaware is from time to time entitled to indemnify and defend such persons against any and all liabilities, expenses, claims, damages or losses incurred by them in the performance of their duties or in connection with activities undertaken by them prior to the Effective Date in connection with the formation, establishment, or funding of the PI Trust. The PI Trust may indemnify any of the Additional Indemnitees, in the performance of their duties hereunder to the fullest extent that a statutory trust organized under the laws of the State of Delaware is from time to time entitled to indemnify and defend such persons against any and all liabilities, expenses, claims, damages or losses incurred by them in the performance of their duties hereunder or in connection with activities undertaken by them prior to the Effective Date in connection with the formation, establishment or funding of the PI Trust. Notwithstanding the foregoing, no individual shall be indemnified or defended in any way for any liability, expense, claim, damage, or loss for which he or she is ultimately held liable under Section 4.4 above.

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          (b) Reasonable expenses, costs and fees (including attorneys’ fees and costs) incurred by or on behalf of a PI Trustee, a member of the TAC, the Future Claimants’ Representative or an Additional Indemnitee in connection with any action, suit, or proceeding, whether civil, administrative or arbitrative from which they are indemnified by the PI Trust pursuant to Section 4.6(a) above, shall be paid by the PI Trust in advance of the final disposition thereof upon receipt of an undertaking, by or on behalf of a Trustee, a member of the TAC, the Future Claimants’ Representative or an Additional Indemnitee, to repay such amount in the event that it shall be determined ultimately by final order that such PI Trustee, member of the TAC, Future Claimants’ Representative or Additional Indemnitee is not entitled to be indemnified by the PI Trust.

          (c) The Trustees may purchase and maintain reasonable amounts and types of insurance on behalf of an individual who is or was a PI Trustee, a member of the TAC, the Future Claimants’ Representative or an Additional Indemnitee including against liability asserted against or incurred by such individual in that capacity or arising from his or her status as a PI Trustee, TAC member, Future Claimants’ Representative, or officer, employee, agent or other representative of the PI Trustees or Additional Indemnitees.

     4.7 Trustees’ Lien. The Trustees, the Delaware Trustee, the members of the TAC, the Future Claimants’ Representative and the Additional Indemnitees shall have a first priority lien upon the PI Trust Assets to secure the payment of any amounts payable to them pursuant to Section 4.6 above.

     4.8 Trustees’ Employment of Experts; Delaware Trustee’s Employment of Counsel.

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          (a) The Trustees may, but shall not be required to, retain and/or consult with counsel, accountants, appraisers, auditors, forecasters, experts, financial and investment advisors, and other parties deemed by the Trustees to be qualified as experts on the matters submitted to them, and, in the absence of gross negligence, the written opinion of or information provided by any such party deemed by the Trustees to be an expert on the particular matter submitted to him or her by the Trustees shall be full and complete authorization and protection in respect of any action taken or not taken by the Trustees hereunder in good faith and in accordance with the written opinion of or information provided by any such party.

          (b) The Delaware Trustee shall be permitted to retain counsel only in such circumstances as required in the exercise of its obligations hereunder and compliance with the advice of such counsel shall be full and complete authorization and protection for actions taken or not taken by the Delaware Trustee in good faith in compliance with such advice.

     4.9 Trustees’ Independence. The Trustees shall not, during the term of their service, hold a financial interest in, act as attorney or agent for, or serve as any other professional for Reorganized OC. No PI Trustee shall act as an attorney for any person who holds an asbestos claim. For the avoidance of doubt, this Section shall not be applicable to the Delaware Trustee.

     4.10 Bond. The Trustees and the Delaware Trustee shall not be required to post any bond or other form of surety or security unless otherwise ordered by the Bankruptcy Court.

     4.11 Delaware Trustee.

          (a) There shall at all times be a Delaware Trustee. The Delaware Trustee shall either be (i) a natural person who is at least 21 years of age and a resident of the State of Delaware or (ii) a legal entity that has its principal place of business in the State of Delaware,

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otherwise meets the requirements of applicable Delaware law and shall act through one or more persons authorized to bind such entity. If at any time the Delaware Trustee shall cease to be eligible in accordance with the provisions of this Section 4.11, it shall resign immediately in the manner and with the effect hereinafter specified in Section 4.11(c) below. For the avoidance of doubt, the Delaware Trustee will only have such rights and obligations as expressly provided by reference to the Delaware Trustee hereunder.

          (b) The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Trustees set forth herein. The Delaware Trustee shall be one of the trustees of the PI Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Act and for taking such actions as are required to be taken by a Delaware Trustee under the Act. The duties (including fiduciary duties), liabilities and obligations of the Delaware Trustee shall be limited to (i) accepting legal process served on the PI Trust in the State of Delaware and (ii) the execution of any certificates required to be filed with the Secretary of State of the State of Delaware that the Delaware Trustee is required to execute under Section 3811 of the Act and there shall be no other duties (including fiduciary duties) or obligations, express or implied, at law or in equity, of the Delaware Trustee.

          (c) The Delaware Trustee shall serve until such time as the Trustees remove the Delaware Trustee or the Delaware Trustee resigns and a successor Delaware Trustee is appointed by the Trustees in accordance with the terms of Section 4.11(d) below. The Delaware Trustee may resign at any time upon the giving of at least 60 days’ advance written notice to the Trustees; provided, that such resignation shall not become effective unless and until a successor Delaware Trustee shall have been appointed by the Trustees in accordance with Section 4.11(d)

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below. If the Trustees do not act within such 60-day period, the Delaware Trustee may apply to the Court of Chancery of the State of Delaware for the appointment of a successor Delaware Trustee.

     (d) Upon the resignation or removal of the Delaware Trustee, the Trustees shall appoint a successor Delaware Trustee by delivering a written instrument to the outgoing Delaware Trustee. Any successor Delaware Trustee must satisfy the requirements of Section 3807 of the Act. Any resignation or removal of the Delaware Trustee and appointment of a successor Delaware Trustee shall not become effective until a written acceptance of appointment is delivered by the successor Delaware Trustee to the outgoing Delaware Trustee and the Trustees and any fees and expenses due to the outgoing Delaware Trustee are paid. Following compliance with the preceding sentence, the successor Delaware Trustee shall become fully vested with all of the rights, powers, duties and obligations of the outgoing Delaware Trustee under this PI Trust Agreement, with like effect as if originally named as Delaware Trustee, and the outgoing Delaware Trustee shall be discharged of its duties and obligations under this PI Trust Agreement.

SECTION 5

TRUST ADVISORY COMMITTEE

     5.1 Members. The TAC shall consist of nine (9) members, who shall initially be the persons named on the signature page hereof.

     5.2 Duties. The members of the TAC shall serve in a fiduciary capacity representing all holders of present PI Trust Claims. The Trustees must consult with the TAC on matters

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identified in Section 2.2(e) above and in other provisions herein, and must obtain the consent of the TAC on matters identified in Section 2.2(f) above. Where provided in the TDP, certain other actions by the Trustees are also subject to the consent of the TAC.

     5.3 Term of Office.

          (a) The initial members of the TAC shall serve the staggered three-, four, or five-year terms shown on the signature pages hereof. Thereafter, each term of office shall be for five years. Each member of the TAC shall serve until the earliest of (i) the end of his or her full term in office, (ii) his or her death, (iii) his or her resignation pursuant to Section 5.3(b) below, (iv) his or her removal pursuant to Section 5.3(c) below, or (v) the termination of the PI Trust pursuant to Section 7.2 below.

          (b) A member of the TAC may resign at any time by written notice to the other members of the TAC, the Trustees and the Future Claimants’ Representative. Such notice shall specify a date when such resignation shall take effect, which shall not be less than ninety (90) days after the date such notice is given, where practicable.

          (c) A member of the TAC may be removed in the event that he or she becomes unable to discharge his or her duties hereunder due to accident, physical deterioration, mental incompetence, or a consistent pattern of neglect and failure to perform or to participate in performing the duties of such member hereunder, such as repeated non-attendance at scheduled meetings, or other good cause. Such removal shall be made at the recommendation of the remaining members of the TAC with the approval of the Bankruptcy Court.

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     5.4 Appointment of Successor.

          (a) If, prior to the termination of service of a member of the TAC other than as a result of removal, he or she has designated in writing an individual to succeed him or her as a member of the TAC, such individual shall be his or her successor. If such member of the TAC did not designate an individual to succeed him or her prior to the termination of his or her service as contemplated above, such member’s law firm may designate his or her successor. If (i) a member of the TAC did not designate an individual to succeed him or her prior to the termination of his or her service and such member’s law firm does not designate his or her successor as contemplated above or (ii) he or she is removed pursuant to Section 5.3(c) above, his or her successor shall be appointed by a majority of the remaining members of the TAC or, if such members cannot agree on a successor, the Bankruptcy Court. Nothing in this Agreement shall prevent the reappointment of an individual serving as a member of the TAC for an additional term or terms, and there shall be no limit on the number of terms that a TAC member may serve.

          (b) Each successor TAC member shall serve until the earliest of (i) the end of the full term of five (5) years for which he or she was appointed if his or her immediate predecessor member of the TAC completed his or her term, (ii) the end of the term of the member of the TAC whom he or she replaced if his or her predecessor member did not complete such term (iii) his or her death, (iv) his or her resignation pursuant to Section 5.3(b) above, (v) his or her removal pursuant to Section 5.3(c) above, or (vi) the termination of the PI Trust pursuant to Section 7.2 below.

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5.5 TAC’s Employment of Professionals.

          (a) The TAC may but is not required to retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and such other parties deemed by the TAC to be qualified as experts on matters submitted to the TAC (the “TAC Professionals”). The TAC and the TAC Professionals shall at all times have complete access to the PI Trust’s officers, employees and agents, as well as to any counsel, accountants, appraisers, auditors, forecasters, experts and financial and investment advisors retained by the PI Trust (“Trust Professionals”), and shall also have complete access to all information generated by them or otherwise available to the PI Trust or the Trustees, provided that any information provided by the PI Trust or the Trust Professionals shall not constitute a waiver of any applicable privilege. In the absence of gross negligence, the written opinion of or information provided by any TAC Professional or Trust Professional deemed by the TAC to be qualified as an expert on the particular matter submitted to the TAC shall be full and complete authorization and protection in support of any action taken or not taken by the TAC in good faith and in accordance with the written opinion of or information provided by the TAC Professional or Trust Professional.

          (b) The Trust shall promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC’s employment of legal counsel pursuant to this provision in connection with the TAC’s performance of its duties hereunder. The Trust shall also promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC’s employment of any other TAC Professional pursuant to this provision in connection with the TAC’s performance of its duties hereunder; provided, however, that (i) the TAC has first submitted to the Trust a written request for such

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reimbursement setting forth the reasons (A) why the TAC desires to employ such TAC Professional, and (B) why the TAC cannot rely on Trust Professionals to meet the needs of the TAC for such expertise or advice, and (ii) the Trust has approved the TAC’s request for reimbursement in writing. If the Trust agrees to pay for the services of the TAC Professional, such reimbursement shall be treated as a Trust Expense. If the Trust declines to pay for the services of the TAC Professional, it must set forth its reasons in writing. If the TAC still desires to employ the TAC Professional at Trust expense, the TAC and the Trustees shall resolve their dispute pursuant to Section 7.13 below.

     5.6 Compensation and Expenses of TAC. The members of the TAC shall receive compensation from the PI Trust for their services as TAC members in the form of a reasonable hourly rate set by the Trustees for attendance at meetings or other conduct of PI Trust business. The members of the TAC shall also be reimbursed promptly for all reasonable out-of-pocket costs and expenses incurred by the TAC members in connection with the performance of their duties hereunder. Such reimbursement or direct payment shall be deemed a PI Trust expense. The Trustees shall include a description of the amounts paid under this Section 5.6 in the accounts to be filed with the Bankruptcy Court and provided to the Trustees, the Future Claimants’ Representative, and Reorganized OC pursuant to Section 2.2(c)(i).

     5.7 Procedures for Consultation With and Obtaining the Consent of the TAC.

          (a) Consultation Process.

               (i) In the event the Trustees are required to consult with the TAC pursuant to Section 2.2(e) above or on other matters as provided herein, the Trustees shall provide the TAC with written advance notice of the matter under consideration, and with all relevant

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information concerning the matter as is reasonably practicable under the circumstances. The Trustees shall also provide the TAC with such reasonable access to Professionals and other experts retained by the PI Trust and its staff (if any) as the TAC may reasonably request during the time that the Trustees are considering such matter, and shall also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such matter with the Trustees.

               (ii) In determining when to take definitive action on any matter subject to the consultation procedures set forth in this Section 5.7(a), the Trustees shall take into consideration the time required for the TAC, if its members so wish, to engage and consult with its own independent financial or investment advisors as to such matter. In any event, the Trustees shall not take definitive action on any such matter until at least thirty (30) days after providing the TAC with the initial written notice that such matter is under consideration by the Trustees, unless such time period is waived by the TAC.

          (b) Consent Process.

               (i) In the event the Trustees are required to obtain the consent of the TAC pursuant to Section 2.2(f) above, the Trustees shall provide the TAC with a written notice stating that their consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustees shall provide the TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances. The Trustees shall also provide the TAC with such reasonable access to Professionals and other experts retained by the PI Trust and its staff (if any) as the TAC may

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reasonably request during the time that the Trustees are considering such action, and shall also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustees.

               (ii) The TAC must consider in good faith and in a timely fashion any request for its consent by the Trustees, and must in any event advise the Trustees in writing of its consent or its objection to the proposed action within 30 days of receiving the original request for consent from the Trustees. The TAC may not withhold its consent unreasonably. If the TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC does not advise the Trustees in writing of its consent or its objections to the action within 30 days of receiving notice regarding such request, the TAC’s consent to the proposed actions shall be deemed to have been affirmatively granted.

               (iii) If, after following the procedures specified in this Section 5.7(b), the TAC continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or the TAC shall resolve their dispute pursuant to Section 7.13. However, the burden of proof with respect to the validity of the TAC’s objection and withholding of its consent shall be on the TAC.

SECTION 6

THE FUTURE CLAIMANTS’ REPRESENTATIVE

     6.1 Duties. The Future Claimants’ Representative shall be the individual identified on the signature pages hereto. He or she shall serve in a fiduciary capacity, representing the interests of the holders of future PI Trust Claims for the purpose of protecting the rights of such

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persons. The Trustees must consult with the Future Claimants’ Representative on matters identified in Section 2.2(e) above and on certain other matters provided herein, and must obtain the consent of the Future Claimants’ Representative on matters identified in Section 2.2(f) above. Where provided in the TDP, certain other actions by the Trustees are also subject to the consent of the Future Claimants’ Representative.

     6.2 Term of Office.

          (a) The Future Claimants’ Representative shall serve until the earlier of (i) his or her death, (ii) his or her resignation pursuant to Section 6.2(b) below, (iii) his or her removal pursuant to Section 6.2(c) below, or (iv) the termination of the PI Trust pursuant to Section 7.2 below.

          (b) The Future Claimants’ Representative may resign at any time by written notice to the Trustees. Such notice shall specify a date when such resignation shall take effect, which shall not be less than ninety (90) days after the date such notice is given, where practicable.

          (c) The Future Claimants’ Representative may be removed by the Bankruptcy Court in the event he or she becomes unable to discharge his or her duties hereunder due to accident, physical deterioration, mental incompetence, or a consistent pattern of neglect and failure to perform or to participate in performing the duties hereunder, such as repeated non-attendance at scheduled meetings, or other good cause.

     6.3 Appointment of Successor. A vacancy caused by death or resignation shall be filled with an individual nominated prior to the death or the effective date of the resignation by

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the deceased or resigning Future Claimants’ Representative, and a vacancy caused by removal of the Future Claimants’ Representative shall be filled with an individual nominated by the Trustees in consultation with the TAC, subject, in each case, to the approval of the Bankruptcy Court. In the event a majority of the Trustees cannot agree, or a nominee has not been pre-selected, the successor shall be chosen by the Bankruptcy Court.

     6.4 Future Claimants’ Representative’s Employment of Professionals.

          (a) The Future Claimants’ Representative may but is not required to retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and such other parties deemed by the Future Claimants’ Representative to be qualified as experts on matters submitted to the Future Claimants’ Representative (the “Future Representative Professionals”). The Future Claimants’ Representative and the Future Representative Professionals shall at all times have complete access to the PI Trust’s officers, employees and agents, as well as to Trust Professionals, and shall also have complete access to all information generated by them or otherwise available to the PI Trust or the Trustees, provided that any information provided by the PI Trust or the Trust Professionals shall not constitute a waiver of any applicable privilege. In the absence of gross negligence, the written opinion of or information provided by any Future Representative Professional or Trust Professional deemed by the Future Claimants’ Representative to be qualified as an expert on the particular matter submitted to the Future Claimants’ Representative shall be full and complete authorization and protection in support of any action taken or not taken by the Future Claimants’ Representative in good faith and in accordance with the written opinion of or information provided by the Future Representative Professional or Trust Professional.

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          (b) The Trust shall promptly reimburse, or pay directly if so instructed, the Future Claimants’ Representative for all reasonable fees and costs associated with the Future Claimants’ Representative’s employment of legal counsel pursuant to this provision in connection with the Future Claimants’ Representative’s performance of his or her duties hereunder. The Trust shall also promptly reimburse, or pay directly if so instructed, the Future Claimants’ Representative for all reasonable fees and costs associated with the Future Claimants’ Representative’s employment of any other Future Representative Professionals pursuant to this provision in connection with the Future Claimants’ Representative’s performance of his or her duties hereunder; provided, however, that (i) the Future Claimants’ Representative has first submitted to the Trust a written request for such reimbursement setting forth the reasons (A) why the Future Claimants’ Representative desires to employ the Future Representative Professional, and (B) why the Future Claimants’ Representative cannot rely on Trust Professionals to meet the need of the Future Claimants’ Representative for such expertise or advice, and (ii) the Trust has approved the Future Claimants’ Representative’s request for reimbursement in writing. If the Trust agrees to pay for the Future Representative Professional, such reimbursement shall be treated as a Trust Expense. If the Trust declines to pay for the Future Representative Professional, it must set forth its reasons in writing. If the Future Claimants’ Representative still desires to employ the Future Representative Professional at Trust expense, the Future Claimants’ Representative and the Trustees shall resolve their dispute pursuant to Section 7.13 below.

     6.5 Compensation and Expenses of the Future Claimants’ Representative. The Future Claimants’ Representative shall receive compensation from the PI Trust in the form of the Future Claimants’ Representative’s normal hourly rate for services performed. The PI Trust will promptly reimburse the Future Claimants’ Representative for all reasonable out-of-pocket costs

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and expenses incurred by the Future Claimants’ Representative in connection with the performance of his or her duties hereunder. Such reimbursement or direct payment shall be deemed a PI Trust expense. The Trustees shall include a description of the amounts paid under this Section 6.5 in the accounts to be filed with the Bankruptcy Court and provided to the Trustees, the Future Claimants’ Representative, and Reorganized OC pursuant to Section 2.2(c)(i).

6.6 Procedures for Consultation With and Obtaining the Consent of the Future Claimants’ Representative.

          (a) Consultation Process.

               (i) In the event the Trustees are required to consult with the Future Claimants’ Representative pursuant to Section 2.2(e) above or on any other matters specified herein, the Trustees shall provide the Future Claimants’ Representative with written advance notice of the matter under consideration, and with all relevant information concerning the matter as is reasonably practicable under the circumstances. The Trustees shall also provide the Future Claimants’ Representative with such reasonable access to Trust Professionals and other experts retained by the PI Trust and its staff (if any) as the Future Claimants’ Representative may reasonably request during the time that the Trustees are considering such matter, and shall also provide the Future Claimants’ Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such matter with the Trustees.

               (ii) In determining when to take definitive action on any matter subject to the consultation process set forth in this Section 6.6(a), the Trustees shall take into consideration the time required for the Future Claimants’ Representative, if he or she so wishes, to engage and consult with his or her own independent financial or investment advisors as to

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such matter. In any event, the Trustees shall not take definitive action on any such matter until at least thirty (30) days after providing the Future Claimants’ Representative with the initial written notice that such matter is under consideration by the Trustees, unless such period is waived by the Future Claimants’ Representative.

          (b) Consent Process.

               (i) In the event the Trustees are required to obtain the consent of the Future Claimants’ Representative pursuant to Section 2.2(f) above, the Trustees shall provide the Future Claimants’ Representative with a written notice stating that his or her consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustees shall provide the Future Claimants’ Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances. The Trustees shall also provide the Future Claimants’ Representative with such reasonable access to Trust Professionals and other experts retained by the PI Trust and its staff (if any) as the Future Claimants’ Representative may reasonably request during the time that the Trustees are considering such action, and shall also provide the Future Claimants’ Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustees.

               (ii) The Future Claimants’ Representative must consider in good faith and in a timely fashion any request for his or her consent by the Trustees, and must in any event advise the Trustees in writing of his or her consent or objection to the proposed action within 30 days of receiving the original request for consent from the Trustees. The Future Claimants’

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Representative may not withhold his or her consent unreasonably. If the Future Claimants’ Representative decides to withhold consent, he or she must explain in detail his or her objections to the proposed action. If the Future Claimants’ Representative does not advise the Trustees in writing of his or her consent or objections to the proposed action within 30 days of receiving the notice from the Trustees regarding such consent, the Future Claimants’ Representative’s consent shall be deemed to have been affirmatively granted.

               (iii) If, after following the procedures specified in this Section 5.7(b), the Future Claimants’ Representative continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or the Future Claimants’ Representative shall resolve their dispute pursuant to Section 7.13. However, the burden of proof with respect to the validity of the Future Claimants’ Representative’s objection and withholding of his or her consent shall be on the Future Claimants’ Representative.

SECTION 7

GENERAL PROVISIONS

     7.1 Irrevocability. The PI Trust is irrevocable.

     7.2 Term; Termination.

          (a) The term for which the PI Trust is to exist shall commence on the date of the filing of the Certificate of Trust and shall terminate pursuant to the provisions of Section 7.2 below.

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          (b) The PI Trust shall automatically dissolve on the date (the “Dissolution Date”) ninety (90) days after the first to occur of the following events:

               (i) the date on which the Trustees decide to dissolve the PI Trust because (A) they deem it unlikely that new asbestos claims will be filed against the PI Trust, (B) all PI Trust Claims duly filed with the PI Trust have been liquidated and paid to the extent provided in this PI Trust Agreement and the TDP or disallowed by a final, non-appealable order, to the extent possible based upon the funds available through the Plan, and (C) twelve (12) consecutive months have elapsed during which no new asbestos claim has been filed with the PI Trust; or

               (ii) if the Trustees have procured and have in place irrevocable insurance policies and have established claims handling agreements and other necessary arrangements with suitable third parties adequate to discharge all expected remaining obligations and expenses of the PI Trust in a manner consistent with this PI Trust Agreement and the TDP, the date on which the Bankruptcy Court enters an order approving such insurance and other arrangements and such order becomes a final order; or

               (iii) to the extent that any rule against perpetuities shall be deemed applicable to the PI Trust, twenty-one (21) years less ninety-one (91) days pass after the death of the last survivor of all of the descendants of Joseph P. Kennedy, Sr., of Massachusetts, father of the late President John F. Kennedy, living on the date hereof.

          (c) On the Dissolution Date or as soon as reasonably practicable, after the wind-up of the PI Trust’s affairs by the Trustees and payment of all the PI Trust’s liabilities have been provided for as required by applicable law including Section 3808 of the Act, all

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monies remaining in the PI Trust estate shall be given to such organization(s) exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, which tax-exempt organization(s) shall be selected by the Trustees using their reasonable discretion; provided, however, that (i) if practicable, the activities of the selected tax-exempt organization(s) shall be related to the treatment of, research on, or the relief of suffering of individuals suffering from asbestos related lung disease or disorders, and (ii) the tax-exempt organization(s) shall not bear any relationship to Reorganized OC within the meaning of Section 468B(d)(3) of the Internal Revenue Code. Notwithstanding any contrary provision of the Plan and related documents, this Section 7.2(c) cannot be modified or amended.

          (d) Following the dissolution and distribution of the assets of the PI Trust, the PI Trust shall terminate and the Trustees, or any one of them, shall execute and cause a Certificate of Cancellation of the Certificate of Trust of the PI Trust to be filed in accordance with the Act. Notwithstanding anything to the contrary contained in this PI Trust Agreement, the existence of the PI Trust as a separate legal entity shall continue until the filing of such Certificate of Cancellation.

     7.3 Amendments. The Trustees, after consultation with the TAC and the Future Claimants’ Representative, and subject to the consent of the TAC and the Future Claimants’ Representative, may modify or amend this PI Trust Agreement and the PI Trust By-laws. The Trustees, after consultation with the TAC and the Future Claimants’ Representative, and subject to the consent of the TAC and the Future Claimants’ Representative, may modify or amend the TDP, provided, however, that no amendment to the TDP shall be inconsistent with the limitations on amendments provided therein, and, in particular, the provisions limiting amendment of the Claims Payment Ratio set forth in Section 2.5 of the TDP and of the Payment

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Percentage set forth in Section 4.2 of the TDP. Any modification or amendment made pursuant to this Article must be done in writing. Notwithstanding anything contained in this PI Trust Agreement to the contrary, neither this PI Trust Agreement, the PI Trust Bylaws, the TDP, nor any document annexed to the foregoing shall be modified or amended in any way that could jeopardize, impair, or modify the applicability of Section 524(g) of the Bankruptcy Code, the efficacy or enforceability of the injunction entered thereunder, or the PI Trust’s qualified settlement fund status under Section 468B of the Internal Revenue Code.

     7.4 Severability. Should any provision in this PI Trust Agreement be determined to be unenforceable, such determination shall in no way limit or affect the enforceability and operative effect of any and all other provisions of this PI Trust Agreement.

     7.5 Notices. Notices to persons asserting claims shall be given by first class mail, postage prepaid, at the address of such person, or, where applicable, such person’s legal representative, in each case as provided on such person’s claim form submitted to the PI Trust with respect to his or her PI Trust Claim.

          (a) Any notices or other communications required or permitted hereunder to the following parties shall be in writing and delivered at the addresses designated below, or sent by electronic mail or facsimile pursuant to the instructions listed below, or mailed by registered or certified mail, return receipt requested, postage prepaid, addressed as follows, or to such other address or addresses as may hereafter be furnished in writing to each of the other parties listed below in compliance with the terms hereof.

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To the PI Trust through the Trustees:
	Harry Huge, Esq.
	Huge Law Firm
	25 E. Battery Street
	Charleston, SC 29401
	Facsimile: (843) 720-8794
	D. LeAnne Jackson, Esq.
	6745 Lakeshore Drive
	Dallas, TX 75214
	E-mail: ljackson@sbcglobal.net
	Hon. Dean M. Trafelet (Ret.)	During December – February:
	P.O. Box 518	50 West Schiller
	9130 Wild Lane	Chicago, IL 60610
	Baileys Harbor, WI 54202
	Facsimile: (920) 839-9438
	E-mail: dtrafelet@dcwis.com
	dtrafelet@sbcglobal.net
To the Delaware Trustee:
	Wilmington Trust Company
	1100 N. Market Street
	Wilmington, DE 19890-1625
	Attention: Corporate Custody
To Reorganized OC:
	Owens Corning
	One Owens Corning Parkway
	Toledo, OH 43659
	Attention:

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To the TAC:
	Matthew P. Bergman, Esq.
	Law Offices of Matthew P. Bergman
	P.O. Box 2010
	17530 Vashon Highway SW
	Vashon, WA 98070
	Facsimile: (206) 463-4470
	E-mail: matt@bergmanlegal.com
	Russell Budd, Esq.
	Baron & Budd, PC
	3102 Oak Lawn Avenue, Suite 1100
	Dallas, TX 75219
	Facsimile: (214) 520-1181
	E-mail: rbudd@baronbudd.com
	John D. Cooney, Esq.
	Cooney & Conway
	120 N. LaSalle Street, 30th Floor
	Chicago, IL 60602
	Facsimile: (312) 236-3029
	E-mail: jcooney@cooneyconway.com
	James L. Ferraro, Esq.
	The Ferraro Law Firm
	4000 Ponce de Leon Boulevard
	Suite 700
	Miami, FL 33146
	Facsimile: (305) 379-6222
	E-mail: jlf@ferraro.com
	Theodore Goldberg, Esq.
	Goldberg, Persky & White, PC
	1030 Fifth Avenue, 3rd Floor
	Pittsburgh, PA 15219
	Facsimile: (412) 471-8308
	E-mail: tgoldberg@gpwlaw.com
	Steven Kazan, Esq.
	Kazan, McClain, Abrams, Fernandez, Lyons & Farrise
	171 Twelfth Street, Third Floor
	Oakland, CA 94607
	Facsimile: (510) 835-4913
	E-mail: skazan@kazanlaw.com

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	Joseph F. Rice, Esq.
	Motley Rice LLC
	28 Bridgeside Boulevard
	Mount Pleasant, NC 29464
	Facsimile: (843) 216-9450
	E-mail: jrice@motleyrice.com
	Armand J. Volta, Jr., Esq.
	Law Offices of Peter G. Angelos
	100 N. Charles Street
	22nd Floor
	Baltimore, MD 21201
	Facsimile: (410) 649-2111
	E-mail: avolta@lawpga.com
	Perry Weitz, Esq.
	Weitz & Luxenberg
	180 Maiden Lane
	New York, NY 10038
	Facsimile: (212) 344-5461
	E-mail: pweitz@weitzlux.com
To the Future Claimants’ Representative:
	James J. McMonagle, Esq.
	Vorys, Sater, Seymour & Pease, LLP
	2100 One Cleveland Center
	1375 East 9th Street
	Cleveland, OH 44114
	Facsimile: (216) 937-3734
	E-mail: jjmcmonagle@vssp.com

          (b) All such notices and communications if mailed shall be effective when physically delivered at the designated addresses or, if electronically transmitted, when the communication is received at the designated addresses and confirmed by the recipient by return transmission.

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     7.6 Successors and Assigns. The provisions of this PI Trust Agreement shall be binding upon and inure to the benefit of OC, Reorganized OC, the PI Trust, and the Trustees and their respective successors and assigns, except that neither OC, Reorganized OC, the PI Trust, or the Trustees may assign or otherwise transfer any of its, or their, rights or obligations under this PI Trust Agreement except, in the case of the PI Trust and the Trustees, as contemplated by Section 2.1 above.

     7.7 Limitation on Claim Interests for Securities Laws Purposes. PI Trust Claims, and any interests therein (a) shall not be assigned, conveyed, hypothecated, pledged or otherwise transferred, voluntarily or involuntarily, directly or indirectly, except by will or under the laws of descent and distribution; (b) shall not be evidenced by a certificate or other instrument; (c) shall not possess any voting rights; and (d) shall not be entitled to receive any dividends or interest; provided, however, that clause (a) of this Section 7.8 shall not apply to the holder of a claim that is subrogated to a PI Trust Claim as a result of its satisfaction of such PI Trust Claim.

     7.8 Entire Agreement; No Waiver. The entire agreement of the parties relating to the subject matter of this PI Trust Agreement is contained herein and in the documents referred to herein, and this PI Trust Agreement and such documents supersede any prior oral or written agreements concerning the subject matter hereof. No failure to exercise or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of rights under law or in equity.

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     7.9 Headings. The headings used in this PI Trust Agreement are inserted for convenience only and do not constitute a portion of this PI Trust Agreement, nor in any manner affect the construction of the provisions of this PI Trust Agreement.

     7.10 Governing Law. This PI Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to Delaware conflict of law principles.

     7.11 Settlors’ Representations and Cooperation. OC is hereby irrevocably designated as the Settlor, and is hereby authorized to take any action required of the Settlor in connection with the PI Trust Agreement. OC agrees to cooperate in implementing the goals and objectives of this PI Trust.

     7.12 Dispute Resolution. Any disputes that arise under this PI Trust Agreement or under the TDP among the parties hereto shall be resolved by submission of the matter to an alternative dispute resolution (“ADR”) process mutually agreeable to the parties involved. Should any party to the ADR process be dissatisfied with the decision of the arbitrator(s), that party may apply to the Bankruptcy Court for a judicial determination of the matter. Any review conducted by the Bankruptcy Court shall be de novo. In any case, if the dispute arose pursuant to the consent provision set forth in Section 5.7(b) (in the case of the TAC) or Section 6.6(b) (in the case of the Future Claimants’ Representative), the burden of proof shall be on the party or parties who withheld consent to show that the objection was valid. Should the dispute not be resolved by ADR process within thirty (30) days after submission, the parties are relieved of the requirement to pursue ADR prior to application to the Bankruptcy Court. If the Trustees determine that the matter in dispute is exigent and cannot await the completion of the ADR

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process, the Trustees shall have the discretion to elect out of the ADR process altogether or at any stage of the process and seek resolution of the dispute in the Bankruptcy Court. Notwithstanding anything else herein contained, to the extent any provision of this PI Trust Agreement is inconsistent with any provision of the Plan or the TDP, the Plan or the TDP, as the case may be, shall control.

     7.13 Enforcement and Administration. The provisions of this PI Trust Agreement and the TDP attached hereto shall be enforced by the Bankruptcy Court pursuant to the Plan. The parties hereby further acknowledge and agree that the Bankruptcy Court shall have exclusive jurisdiction over the settlement of the accounts of the Trustees and over any disputes hereunder not resolved by alternative dispute resolution in accordance with Section 7.13 above.

     7.14 Effectiveness. This PI Trust Agreement shall not become effective until it has been executed and delivered by all the parties hereto.

     7.15 Counterpart Signatures. This PI Trust Agreement may be executed in any number of counterparts, each of which shall constitute an original, but such counterparts shall together constitute but one and the same instrument.

     IN WITNESS WHEREOF, the parties have executed this PI Trust Agreement this 31^st day of October, 2006.

SETTLOR: Owens Corning
By:	/s/Stephen K. Krull Stephen K. Krull—Senior V.P., General Counsel & Secretary
	Name and Title

TRUSTEES

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     /s/Harry Huge Harry Huge

Expiration Date of Initial Term: Fourth

Anniversary of the date of this PI Trust Agreement

     /s/D. LeAnne Jackson D. LeAnne Jackson

Expiration Date of Initial Term: Fifth

Anniversary of the date of this PI Trust Agreement

     /s/Dean M. Trafelet Dean M. Trafelet

Expiration Date of Initial Term: Third

Anniversary of the date of this PI Trust Agreement

ASBESTOS CLAIMANTS COMMITTEE
By:	/s/Peter Van N. Lockwood
TRUST ADVISORY COMMITTEE

     /s/Matthew Bergman Matthew Bergman, Esq.

Expiration Date of Initial Term: Fourth

Anniversary of the date of this PI Trust Agreement

     /s/Russell W. Budd Russell W. Budd, Esq.

Expiration Date of Initial Term: Fifth

Anniversary of the date of this PI Trust Agreement

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     /s/John D. Cooney John D. Cooney, Esq.

Expiration Date of Initial Term: Third Anniversary

of the date of this PI Trust Agreement

     /s/James Ferraro James Ferraro, Esq.

Expiration Date of Initial Term: Fourth Anniversary

of the date of this PI Trust Agreement

     /s/Theodore Goldberg Theodore Goldberg, Esq.

Expiration Date of Initial Term: Third Anniversary

of the date of this PI Trust Agreement

     /s/Steven Kazan Steven Kazan, Esq.

Expiration Date of Initial Term: Fifth

Anniversary of the date of this PI Trust Agreement

     /s/Joseph F. Rice Joseph F. Rice, Esq.

Expiration Date of Initial Term: Fourth Anniversary

of the date of this PI Trust Agreement

     /s/Armand J. Volta Armand J. Volta, Jr., Esq.

Expiration Date of Initial Term: Third Anniversary

of the date of this PI Trust Agreement

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/s/Perry Weitz
Perry Weitz, Esq.
Expiration Date of Initial Term: Fifth
Anniversary of the date of this PI Trust Agreement
FUTURE CLAIMANTS’ REPRESENTATIVE
/s/James J. McMonagle
James J. McMonagle
DELAWARE TRUSTEE: Wilmington Trust
	Company
By:	/s/Margaret Pulgini
	Margaret Pulgini
	Vice President

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EX-99.3

Exhibit 3

FIRST AMENDMENT

TO THE REGISTRATION RIGHTS AGREEMENT

     FIRST AMENDMENT dated as of October 27, 2006 (the “Amendment”), by and among Owens Corning (Reorganized) Inc., a Delaware corporation (“New Owens Corning”), Owens Corning, a Delaware corporation (as debtor-in-possession, and as a reorganized debtor, “OCD”), and the Owens Corning/Fibreboard Asbestos Personal Injury Trust (the “Trust”). Each capitalized term used but not defined in this Amendment shall have the meaning given to it in the Agreement.

RECITALS

     WHEREAS, OCD has heretofore executed a Registration Rights Agreement, dated as of July 7, 2006, to be delivered to, and executed and delivered by, the Trust (the “Agreement”), with respect to certain shares of New Common Stock that may be acquired by the Trust;

     WHEREAS, on July 10, 2006, OCD and certain of its subsidiaries filed a proposed Sixth Amended Joint Plan of Reorganization (as Modified) with the United States Bankruptcy Court for the District of Delaware;

     WHEREAS, as contemplated by the Amended Plan, OCD intends to effect a restructuring plan which would organize OCD and its subsidiaries along OCD’s major business lines in connection with which New Owens Corning was created to serve as the parent corporation and holding company for OCD and all its subsidiaries; and

     WHEREAS, pursuant to Section 12.13 of the Agreement, the parties to the Agreement agreed to make appropriate modifications to the Agreement to reflect that the Agreement relates to New Owens Corning and the securities issued by New Owens Corning.

AGREEMENTS

     NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties and covenants set forth herein and in the Agreement, and other good and valuable consideration, New Owens Corning, OCD, and the Trust agree as follows:

ARTICLE I

AMENDMENTS

          1.1 Substitution of “Owens Corning” in lieu of “the Company.” All references to “the Company” in the Agreement prior to the Operative Time (as defined below) shall be deemed to be references to “OCD” and from and after the Operative Time shall be deemed to be references to “New Owens Corning.”

          1.1.1 Introduction. The first paragraph under the caption “AGREEMENTS” on page 2 of the Agreement is amended and restated as follows:

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

          1.1.2 Amendments to Definitions. The following definitions in the Agreement are hereby amended and restated as follows:

(a) “Agreement” means the Registration Rights Agreement, dated as of July 7, 2006, by and between OCD and the Trust with respect to certain shares of New Common Stock that may be acquired by the Trust, as amended by the First Amendment (as defined below), and as further amended from time to time.

(b) “Call Agreements” means the agreements, as amended from time to time, between certain financial institutions (at the request of an Investor) and OCD whereby the counterparty under the agreements has granted to each of such financial institutions the option to purchase, severally, a portion of the Trust Shares which option will expire twelve months after the Issuance Date in accordance with the terms of the Amended Plan, as amended, (which Call Agreements will be assigned by the Company to, and assumed by, subject to the exceptions set forth in the Call Agreements, the Trust on the effective date of the Amended Plan).

(c) “Equity Commitment Agreement” means the Equity Commitment Agreement dated as of May 10, 2006 by and between OCD and JPMorgan Securities, as amended by the First Amendment to the Equity Commitment Agreement by and among New Owens Corning, OCD and JPMorgan Securities and as further amended from time to time.

(d) “Investor Registration Agreement” means the Registration Rights Agreement, dated as of July 7, 2006, by and between OCD and JPMorgan Securities with respect to certain shares of New Common Stock to be acquired by the Investors and certain of their Affiliates, as amended by the First Amendment to the Registration Rights Agreement, dated as of October 27, 2006, by and among New Owens Corning, OCD and the other parties thereto, and as further amended from time to time.

(e) “Put Agreements” means the agreements, as amended from time to time, between certain financial institutions (at the request of an Investor) and OCD whereby certain financial institutions have granted, severally, to the counterparty under the agreement, the option to sell a portion of certain of the Trust Shares to the financial institutions, which option will expire three months after the Issuance Date (which Put Agreements will be assigned by the Company to, and assumed by, subject to the exceptions set forth in the Put Agreements, the Trust on the effective date of the Amended Plan).

          1.1.3 New Definitions. The following definitions are hereby added to Article I of the Agreement, in alphabetical order:

(a)      “First Amendment” means the First Amendment to the Registration Rights Agreement dated as of October 27, 2006, by and among New Owens Corning, OCD and the Trust.

(b)      “New Owens Corning” means Owens Corning (Reorganized) Inc., a Delaware corporation to be renamed Owens Corning at the Operative Time.

2

(c) “OCD” means Owens Corning, a Delaware corporation (as debtor-in-possession, and as a reorganized debtor) to be renamed Owens Corning Sales, Inc. at the Operative Time.

(d) The “Operative Time” shall occur simultaneously with OCD’s emergence from proceedings under the Bankruptcy Code on the Effective Date (solely for the purposes of this clause, as defined in the Amended Plan).

          1.1.4 Amendments to Article II. Section 2.1 of the Agreement is hereby amended by adding the following at the end thereof:

“(gg) As of the Operative Time and after giving effect to the restructuring plan pursuant to the Amended Plan, New Owens Corning will own all the issued and outstanding shares of OCD and will own, directly or indirectly, all of the assets of OCD owned prior to the Operative Time, including all the subsidiaries of OCD and will have no liabilities except as contemplated by the Amended Plan or the related disclosure statement. Prior to the Operative Time, New Owens Corning has not conducted any business except in connection with the transactions contemplated by the Amended Plan or the related disclosure statement.”

          1.2 Amendment to Exhibit A. Exhibit A to the Agreement is hereby amended and restated as set forth in Annex 1 to this Amendment.

          1.3 Amendment to Exhibit C. Exhibit C to the Agreement is hereby amended and restated as set forth in Annex 2 to this Amendment.

          1.4 Introduction to Agreement. The introduction to the Agreement is hereby amended and restated as follows:

     This Registration Rights Agreement (this “Agreement”), dated as of July 7, 2006, is made by and between (i) subject to the entry of the Agreement Order (as defined below), Owens Corning, a Delaware corporation (as debtor-in-possession and a reorganized debtor, as applicable, the “Company”) and (ii) the Owens Corning/Fibreboard Asbestos Personal Injury Trust (the “Trust”).

ARTICLE II
REPRESENTATIONS AND WARRANTIES

          New Owens Corning and OCD hereby represent and warrant to, and agree with, the Trust as set forth below, as of the date hereof and the Operative Time.

          2.1.1 Incorporation and Qualification. Each of New Owens Corning and OCD has been duly organized and is validly existing and in good standing under the laws of their respective jurisdictions of organization, with the requisite power and authority to own its properties and conduct its business as currently conducted.

          2.1.2 Corporate Power and Authority. (i) Each of New Owens Corning and OCD has the requisite corporate power and authority to enter into, execute and deliver this Amendment and to perform its obligations hereunder. Each of New Owens Corning and OCD

3

has taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of this Amendment.

          2.1.3 Execution and Delivery; Enforceability. This Amendment has been duly and validly executed and delivered by each of New Owens Corning and OCD, and this Amendment and the Agreement, as amended by this Amendment, each constitutes the valid and binding obligation of each of New Owens Corning and OCD, enforceable against each of New Owens Corning and OCD in accordance with its terms.

          2.1.4 No Conflict. The execution and delivery by each of New Owens Corning and OCD of this Amendment and compliance by each of New Owens Corning and OCD with all of the provisions hereof and of the Agreement, as amended by this Amendment, and the consummation of the transactions contemplated herein and therein (i) will not conflict with or result in a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result, except to the extent provided in or contemplated by the Amended Plan, in the acceleration of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which New Owens Corning, OCD or any of their respective subsidiaries is a party or by which New Owens Corning, OCD or any of their respective subsidiaries is bound or to which any of the property or assets of New Owens Corning, OCD or any of their respective subsidiaries is subject, (ii) will not result in any material violation of the provisions of the Certificate of Incorporation or Bylaws of New Owens Corning or OCD applicable to New Owens Corning or OCD from and after the Effective Date and (iii) will not result in any violation of, or any termination or material impairment of any rights under, any statute or any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over New Owens Corning, OCD or any of their respective subsidiaries or any of their properties, except in any such case described in subclause (i) or (iii) as have been described in an effective Registration Statement or as will not have or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and except in any such case described in subclause (iii), for (y) the registration under the Securities Act contemplated hereby and (z) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the sale of the shares of New Common Stock by the Investors.

          2.1.5 Consents and Approvals. No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over the New Owens Corning, OCD or any of their respective subsidiaries or any of their properties is required for the execution and delivery by each of New Owens Corning and OCD of this Amendment and performance of and compliance by OCD with all of the provisions hereof and of the Agreement, as amended by this Amendment, and the consummation of the transactions contemplated herein and therein, except (i) the registration under the Securities Act contemplated hereby and (ii) such consents, approvals, authorizations, registrations or qualifications (w) as may be required under NYSE or NASDAQ rules and regulations in order to consummate the transactions contemplated herein, (x) as may be required under state securities or Blue Sky laws in connection with the sale of the shares of New Common Stock by the Investors, (y) as have been described in an effective Registration Statement or (z) the absence of

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which will not have or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

ARTICLE III
MISCELLANEOUS

          3.1 Effect of Amendment. Upon the execution and delivery of this Amendment by New Owens Corning, OCD and the Trust, the Amendment shall be effective; provided, that the amendments to the Agreement set forth in Article I of this Amendment shall not become operative until the Operative Time (as defined below). At the Operative Time, the Agreement shall be amended in accordance herewith, and this Amendment shall form a part of the Agreement for all purposes and New Owens Corning shall become a party to the Agreement as of the Operative Time as if originally named therein as a party thereto, except that, in the case of conflict, this Amendment shall control. The Agreement, as modified and amended by this Amendment, is hereby ratified and confirmed in all respects and all the terms, conditions and provisions thereof shall remain in full force and effect in accordance with its terms. In no event shall this Amendment affect any rights or obligations of the parties to the Agreement arising prior to the Operative Time. The “Operative Time” shall occur simultaneously with OCD’s emergence from proceedings under the Bankruptcy Code on the Effective Date (solely for the purposes of this clause, as defined in the Amended Plan).

          3.2 Severability. This Amendment shall be subject to the provisions of Section 12.4 of the Agreement as if fully set forth herein.

          3.3 Counterparts. This Amendment may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

          3.4 Governing Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE. EACH PARTY TO THIS AMENDMENT IRREVOCABLY SUBMITS TO THE JURISDICTION OF, AND VENUE IN, THE DISTRICT COURTS OF THE UNITED STATES SITTING IN THE STATE OF DELAWARE OR THE COURTS OF THE STATE OF DELAWARE AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.

          3.5 Headings. The headings in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.

          3.6 Specific Performance. This Amendment shall be subject to the provisions of Section 12.11 of the Agreement as if fully set forth herein.

[Signature Page Follows]

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     IN WITNESS WHEREOF, each of the parties has executed this Amendment as of the date first written above.

OWENS CORNING
By:	/s/Stephen K. Krull
	Name:	Stephen K. Krull
	Title:	Sr. Vice President, General Counsel & Secretary
OWENS CORNING (REORGANIZED) INC.
By:	/s/Stephen K. Krull
	Name:	Stephen K. Krull
	Title:	Sr. Vice President, General Counsel & Secretary

[Signature Page to Registration Rights Agreement]

THE OWENS CORNING/FIBREBOARD ASBESTOS PERSONAL INJURY TRUST
By:	/s/Dean M. Trafelet
	Name:	Dean M. Trafelet, Managing Trustee

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, each of the Future Claimants’ Representative (as defined in the Amended Plan) and Caplin & Drysdale, Chartered, as counsel to the Official Creditors Committee Representing Holders of Asbestos Claims consent to this Amendment as of the date first written above.

FUTURE CLAIMANTS’ REPRESENTATIVE
By:	/s/James J. McMonagle
	Name:	James J. McMonagle
	Title:	FCR
CAPLIN & DRYSDALE, CHARTERED
By:	/s/Elihu Inselbuch
	Name:	Elihu Inselbuch
	Title:	Member

[Signature Page to Registration Rights Agreement]

Annex 1

OWENS CORNING

Form of Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner (the “Selling Securityholder”) of common stock (the “Registrable Securities”) of Owens Corning (Reorganized) Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of July 7, 2006 (as amended, “Registration Rights Agreement”), among Owens Corning, a Delaware corporation (as debtor-in-possession, and as a reorganized debtor, “OCD”), and the Owens Corning/Fibreboard Asbestos Personal Injury Trust, as amended by the First Amendment to the Registration Rights Agreement dated as of October 27, 2006, by and among the Company, OCD and the Owens Corning/Fibreboard Asbestos Personal Injury Trust. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

NOTICE

The undersigned Selling Securityholder of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose of Registrable Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Company’s directors and officers and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against losses arising in connection with statements concerning the undersigned made in the Registration Statement or the related prospectus in reliance upon the information provided in this Notice and Questionnaire.

The undersigned Selling Securityholder is furnishing this Notice and Questionnaire in connection with an Exclusive Holder Registration, as that term is defined in the Registration Rights Agreement:

Yes o       No o

The undersigned Selling Securityholder is furnishing this Notice and Questionnaire in connection with an Exclusive Trust Registration, as that term is defined in the Registration Rights Agreement:

Yes o       No o

The undersigned Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

QUESTIONNAIRE

1. Name.

(a)	Full Legal Name of Selling Securityholder:
(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:
(c)	Full Legal name of DTC Participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in Item 3 below are held:
(d)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

2. Address for Notices to Selling Securityholder:

Telephone:

Fax:

Email:

Contact Person:

3. Beneficial Ownership of Registrable Securities:

Type and Principal Amount of Registrable Securities beneficially owned:

4. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes o     No o

Note:	If yes, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
(b)	If you are a registered broker-dealer, do you consent to being named as an underwriter in the Registration Statement?

Yes o     No o

(c) Are you an affiliate of a broker-dealer?

Yes o     No o

	If yes, please identify the registered broker-dealer with whom the Selling Securityholder is affiliated and the nature of the affiliation:
(d)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes o     No o

Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

5. Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.

Except as set forth below in this Item 5, the undersigned Selling Securityholder is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

Type and Amount of Other Securities beneficially owned by the Selling Securityholder:

6. Relationships with the Company:

Except as set forth below, neither the undersigned Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and at any time while the Registration Statement remains in effect.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:	Beneficial Owner:
	By:
		Name:
		Title:

     PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

Attention: Larry A. Barden

               Lisa J. Reategui

Facsimile: (312) 853-7036

Annex 2

AGREEMENT TO BE BOUND

BY THE REGISTRATION RIGHTS AGREEMENT

     The undersigned, being the transferee of ___ shares of the common stock (the “Registrable Securities”), of Owens Corning (Reorganized) Inc., a Delaware corporation (the “Company”), as a condition to obtaining the benefits of the Registration Rights Agreement dated as of July 7, 2006 among Owens Corning, a Delaware corporation (as debtor-in-possession, and as a reorganized debtor, “OCD”), and the Owens Corning/Fibreboard Asbestos Personal Injury Trust (as amended, “Agreement”), as amended by the First Amendment to the Registration Rights Agreement dated as of October 27, 2006, by and among the Company, OCD and the Owens Corning/Fibreboard Asbestos Personal Injury Trust referred to therein, acknowledges that matters pertaining to the registration of such Registrable Securities is governed by the Agreement, and the undersigned hereby (1) acknowledges receipt of a copy of the Agreement, and (2) agrees to be bound by the terms of the Agreement, as the same has been or may be amended from time to time.

     Agreed to this ___ day of                     ,                     .

*

*

* Include address for notices.

REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this “Agreement”), dated as of July 7, 2006, is made by and between (i) subject to the entry of the Agreement Order (as defined below), Owens Corning, a Delaware corporation (as debtor-in-possession and a reorganized debtor, as applicable, the “Company”) and (ii) the Owens Corning/Fibreboard Asbestos Personal Injury Trust (as defined in the Amended Plan, the “Trust”).

RECITALS

     WHEREAS, the Company filed its Amended Plan (as defined below) with the Bankruptcy Court (as defined below) on June 5, 2006;

     WHEREAS, pursuant to the Amended Plan, the Trust will receive, among other things, a contingent payment right to cash and certain of the Trust Shares (as defined below);

     WHEREAS, in accordance with the Amended Plan, the Company and the Trust are entering into a registration rights agreement to provide registration rights for the Trust with respect to the Trust Shares;

     WHEREAS, in connection with the consummation of the transactions contemplated by that certain Equity Commitment Agreement dated as of May 10, 2006 (the “Equity Commitment Agreement”) by and between the Company and JPM (as defined below), JPM has agreed to acquire shares of New Common Stock (as defined below) in accordance with the provisions of the Equity Commitment Agreement and the Amended Plan;

     WHEREAS, in connection with the Equity Commitment Agreement, JPM and the other Investors (as defined below) have entered into a Syndication Agreement, dated as of May 10, 2006 (the “Syndication Agreement”), pursuant to which such Persons have agreed to purchase certain shares of the New Common Stock from JPM;

     WHEREAS, in consideration of the Investors’ (as defined below) commitment to purchase the New Common Stock pursuant to and on the terms and conditions set forth in the Equity Commitment Agreement and the Syndication Agreement, the Company has agreed to enter into a registration rights agreement (the “Investor Registration Agreement”) with JPM and any parties identified on the signature pages of any Joinder Agreements (as defined in the Investor Registration Agreement) executed and delivered pursuant to Section 12.2 thereto (each, including JPM, an “Investor” and, collectively, the “Investors”) with respect to certain shares of New Common Stock to be acquired by the Investors and certain of their Affiliates (as defined below); and

     WHEREAS, certain financial institutions (at the request of an Investor) and the Company have entered into agreements whereby (i) the counterparty under the agreements has granted to each of such financial institutions the option to purchase, severally, a portion of the Trust Shares which option will expire twelve months after the date 28.2 million of the Trust Shares are issued to the Trust (the “Issuance Date”) in accordance with the terms of the

Amended Plan (the “Call Agreements”), and (ii) each of such financial institutions has granted, severally, to the counterparty under the agreements the option to sell a portion of 28.2 million of the Trust Shares to the financial institutions, which option will expire three months after the Issuance Date (the “Put Agreements”), which Call Agreements and Put Agreements will be assigned by the Company to, and assumed by, subject to the exceptions set forth in the Collars, the Trust on the effective date of the Amended Plan.

AGREEMENTS

     NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein and in the Amended Plan and the Investor Registration Agreement, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Article I.

Definitions

     For purposes of this Agreement, the following terms have the following meanings:

     “Additional Information” has the meaning given to that term in Section 3.2(a) of this Agreement.

     “Affiliate” has the meaning given to that term pursuant to Rule 12b-2 under the Exchange Act.

     “Agreement” has the meaning given to that term in the introductory paragraph hereof.

     “Agreement Order” means the “Confirmation Order” as defined in the Amended Plan or such other order or orders of the Bankruptcy Court that approves this Agreement.

     “Amended Plan” means the Sixth Amended Joint Plan of Reorganization for Owens Corning and its Affiliated Debtors and Debtors-In-Possession, filed on June 5, 2006, as it may be amended or supplemented from time to time; provided that no such amendment or supplement shall be given effect for purposes of this definition that shall (i) alter the capitalization of Owens Corning contemplated therein, (ii) materially adversely affect the obligations or rights of the Trust thereunder or (iii) cause any representation or warranty contained herein to be incorrect.

     “Bankruptcy Code” means Chapter 11, Title 11 of the United States Code, 11 U.S.C. 101 et seq.

     “Bankruptcy Court” means the United States Bankruptcy Court for the District of Delaware administering the Company’s bankruptcy case under the Bankruptcy Code together with the applicable district court, to the extent district court approval of the Amended Plan, or any transactions contemplated therein, is sought or required.

     “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure.

     “Blackout Period” means any period during which, in accordance with Article VI hereof or Article VI of the Investor Registration Agreement, the Company is not required to effect the

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filing of a Registration Statement or a registration statement under the Investor Registration Agreement or is entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of a Registration Statement or a registration statement under the Investor Registration Agreement.

     “Business Day” means any day, other than a Saturday or Sunday, on which national banking institutions in New York, New York, are open.

     “Call Agreements” has the meaning given to that term in the recitals hereof.

     “Call Expiration Capacity” has the meaning given to that term in Section 4.1(h) of this Agreement.

     “Call Expiration Registration Statement” has the meaning given to that term in Section 4.1(h) of this Agreement.

     “Capacity” has the meaning given to that term in Section 4.4(b) of this Agreement.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Collars” means collectively, the Put Agreements and the Call Agreements.

     “Company” has the meaning given to that term in the introductory paragraph hereof.

     “control” has the meaning given to that term under Rule 405 under the Securities Act (and “controlled” and “controlling” shall have correlative meanings).

     “Cut-off Date” means the 30^th day prior to the date the last of the Call Agreements expire.

     “Demand Registration” has the meaning given to that term in Section 4.1 of this Agreement.

     “Effective Date” means each effective date or deemed effective date under the Securities Act of any Registration Statement or any post-effective amendment thereto.

     “Environmental Laws” has the meaning given to that term in Section 2.1(w) of this Agreement.

     “Equity Commitment Agreement” has the meaning given that term in the recitals hereof.

     “ERISA” has the meaning given to that term in Section 2.1(x) of this Agreement.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder.

     “Exclusive Holder Period” means the period consisting of 60 days beginning on (i) if no Exclusive Trust Registration is requested by the Trust, the end of the Exclusive Trust Period and (ii) if an Exclusive Trust Registration is requested by the Trust, the latest of (x) the date on which the sale of securities covered by the Exclusive Trust Registration closes or, if earlier, the

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withdrawal, revocation or termination of the Exclusive Trust Registration solely by the Trust and (y) the end of any Lock-Up Period requested by the managing underwriter in connection with the Exclusive Trust Registration.

     “Exclusive Holder Registration” means the right of the Holders to make a request for a demand registration under the Investor Registration Agreement for an Underwritten Offering during the Exclusive Holder Period.

     “Exclusive Trust Period” has the meaning given to that term in Section 4.1(b) of this Agreement.

     “Exclusive Trust Registration” has the meaning given to that term in Section 4.1(b) of this Agreement.

     “Expiration Date” has the meaning give to that term in Section 4.1(h) of this Agreement.

     “Filing Date” means (a) with respect to the Initial Registration Statement, not later than 45 days after approval by the Bankruptcy Court of the Equity Commitment Agreement, (b) with respect to a Registration Statement to be filed on Form S-1 (or any applicable successor form), not later than 60 days after receipt by the Company of a request for such Registration Statement and (c) with respect to a Registration Statement to be filed on Form S-3 (or any applicable successor form), not later than 30 days after receipt by the Company of a request for such Registration Statement.

     “Free Writing Prospectus” means a free writing prospectus as defined in Rule 405 under the Securities Act relating to the Registrable Securities included in the applicable registration.

     “Holdco” has the meaning given to that term in Section 12.13 of this Agreement.

     “Holder Registrable Securities” means at any time (a) shares of New Common Stock purchased by a Holder pursuant to the Equity Commitment Agreement or Syndication Agreement, (b) shares of New Common Stock received by a Holder pursuant to the exercise of the Collars and, without duplication, shares of New Common Stock that may be acquired by a Holder pursuant to the Collars, (c) shares of New Common Stock received by a Holder pursuant to the Amended Plan in respect of their bondholder claims, including pursuant to the Rights Offering, (d) any other shares of New Common Stock held by any of the Holders now or at any time in the future and (e) any additional shares of New Common Stock held by a Holder paid, issued or distributed in respect of any shares of the types described in clauses (a), (b), (c) and (d) of this definition by way of stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise; provided, however, that as to any Holder Registrable Securities, such securities shall cease to constitute Holder Registrable Securities upon the earliest to occur of: (i) the date on which the securities are disposed of pursuant to an effective registration statement under the Securities Act; (ii) the date on which the securities are disposed of pursuant to Rule 144 (or any successor provision) under the Securities Act; and (iii) the date on which the securities cease to be outstanding.

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     “Holders” means (i) the Investors and (ii) any transferees of such Persons’ Registrable Securities in accordance with Section 12.5 of the Investor Registration Agreement, in each case at such times as such Persons shall own Holder Registrable Securities.

     “Indemnified Person” has the meaning given to that term in Section 8.3 of this Agreement.

     “Indemnifying Person” has the meaning given to that term in Section 8.3 of this Agreement.

     “Initial Registration Statement” means the Registration Statement to be filed by the Company pursuant to Rule 415 of the Securities Act and pursuant to the Amended Plan relating to the Registrable Securities and the Holder Registrable Securities.

     “Investor” and “Investors” have the meanings given to those terms in the recitals hereof.

     “Investor Registration Agreement” has the meaning given to that term in the recitals hereof.

     “Issuance Date” has the meaning given to that term in the recitals hereof.

     “Issuer Free Writing Prospectus” means an issuer free writing prospectus as defined in Rule 433 under the Securities Act.

     “JPM” means, collectively, JPMorgan Securities and its Affiliates who are parties to the Investor Registration Agreement.

     “JPMorgan Securities” means J.P. Morgan Securities Inc.

     “Lock-Up” has the meaning given to that term in Section 4.3(c) of this Agreement.

     “Lock-Up Period” has the meaning given to that term in Section 4.3(c) of this Agreement.

     “Material Adverse Effect” has the meaning given to that term in Section 2.1(a) of this Agreement.

     “NASD” has the meaning given to that term in Section 7.1(m) of this Agreement.

     “NASDAQ” means the NASDAQ National Market.

     “New Common Stock” means the shares of new common stock of the Company issued on and after the effective date of the Amended Plan and any additional shares of common stock paid, issued or distributed in respect of any such shares by way of a stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise.

     “Non-Qualified Holder Securities” means Registrable Securities that do not constitute Qualified Holder Registrable Securities.

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     “NYSE” means the New York Stock Exchange.

     “Other Stockholders” means any Person (other than the Trust) having rights to participate in a registration of the New Common Stock.

     “Person” means any individual, corporation, general or limited partnership, limited liability company, joint venture, trust or other entity or association, including without limitation any governmental authority.

     “Piggyback Notice” has the meaning given to that term in Section 5.1 of this Agreement.

     “Piggyback Registration” has the meaning given to that term in Section 5.1 of this Agreement.

     “Preliminary Prospectus” has the meaning given to that term in Section 2.1(l) of this Agreement.

     “Pro Rata Basis” has the meaning given to that term in Section 4.4(b)(iii) of this Agreement.

     “Prospectus” means the prospectus relating to the Registrable Securities included in the applicable Registration Statement, and any such prospectus as supplemented by any and all prospectus supplements and as amended by any and all amendments (including post-effective amendments) and including all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

     “Put Agreements” has the meaning given to that term in the recitals hereof.

     “Qualified Holder Registrable Securities” means at any time (a) shares of New Common Stock purchased by a Holder pursuant to the Equity Commitment Agreement or Syndication Agreement, (b) shares of New Common Stock received pursuant to the exercise of the Collars, or that may be acquired by a Holder pursuant to the Collars, without duplication, and (c) shares of New Common Stock received by a Holder pursuant to the Amended Plan in respect of their bondholder claims, including pursuant to the Rights Offering and (d) any additional shares of New Common Stock paid, issued or distributed in respect of any shares of the types described in clauses (a), (b) and (c) of this definition by way of stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise; provided, however, that as to any Qualified Holder Registrable Securities, such securities shall cease to constitute Qualified Holder Registrable Securities upon the earliest to occur of: (i) the date on which the securities are disposed of pursuant to an effective registration statement under the Securities Act; (ii) the date on which the securities are disposed of pursuant to Rule 144 (or any successor provision) under the Securities Act; and (iii) the date on which the securities cease to be outstanding.

     “Questionnaire” has the meaning given to that term in Section 3.2(a) of this Agreement.

     “Registrable Securities” means at any time (a) any Trust Shares held by the Trust now or at any time in the future and (b) any additional shares of New Common Stock held by the Trust

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paid, issued or distributed in respect of any shares of the types described in clause (a) of this definition by way of stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise; provided, however, that as to any Registrable Securities, such securities shall cease to constitute Registrable Securities upon the earliest to occur of: (i) the date on which the securities are disposed of pursuant to an effective registration statement under the Securities Act; (ii) the date on which the securities are disposed of pursuant to Rule 144 (or any successor provision) under the Securities Act; and (iii) the date on which the securities cease to be outstanding.

     “Registration Expenses” has the meaning given to that term in Section 7.4(a) of this Agreement.

     “Registration Statement” means any registration statement of the Company under the Securities Act that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the related Prospectus, all amendments and supplements to such registration statement (including post-effective amendments), and all exhibits and all materials incorporated by reference or deemed to be incorporated by reference in such registration statement.

     “Required Period” means: (i) with respect to the Initial Registration Statement, two years following the last day on which a Call Agreement expires (or such shorter period as the Initial Registration Statement can then remain effective under the Securities Act); (ii) with respect to any other “shelf registration,” two years following the first day of effectiveness of such Registration Statement; and (iii) with respect to any other Registration Statement, 90 days following the first day of effectiveness of such Registration Statement.

     “Rights Offering” shall have the meaning given to such term in the Equity Commitment Agreement.

     “Rule 144” means Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

     “SEC” means the United States Securities and Exchange Commission and any successor United States federal agency or governmental authority having similar powers.

     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder.

     “Significant Subsidiary” means any subsidiary that would be a “significant subsidiary” as defined in Article I, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act.

     “Subsequent Registration Statement” has the meaning give to that term in Section 3.1 of this Agreement.

     “Syndication Agreement” has the meaning given to such term in the recitals hereof.

     “Transaction Documents” has the meaning given to that term in Section 2.1(o) of this Agreement.

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     “Trust” has the meaning given to that term in the recitals hereof, together with any permitted assigns and transferees in accordance with Section 12.5.

     “Trust Shares” means (i) 28.2 million shares of New Common Stock, which the Trust has a contingent payment right to receive pursuant to the Amended Plan, (ii) from and after the Issuance Date, such 28.2 million shares of New Common Stock issued to the Trust, (iii) any shares of New Common Stock (other than those contemplated by clauses (i), (ii) and (iv) of this definition) issued to the Trust under the Amended Plan not to exceed 300,000 shares, and (iv) any additional shares of common stock paid, issued or distributed in respect of any of the shares of the types described in clauses (i), (ii) and (iii) of this definition by way of stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation or otherwise.

     “Trust Shelf Offering” has the meaning given to that term in Section 3.2(a) of this Agreement.

     “Underwritten Registration” or “Underwritten Offering” means a registration in which securities of the Company are sold to an underwriter for reoffering to the public.

     “Unsubscribed Shares” means an aggregate number of shares of New Common Stock equal to 72,900,000 minus the number of shares of New Common Stock offered pursuant to the Rights Offering and purchased on or before the expiration time of the Rights Offering.

Article II.

Representations and Warranties of the Company

     2.1 Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Trust as set forth below, as of the date hereof with respect to Sections 2.1(a), (b), (c), (f) and (g). Except for representations, warranties and agreements that are expressly limited as to their date, the Company represents and warrants to, and agrees with, the Trust as set forth below as of each Effective Date with respect to each representation and warranty set forth below:

          (a) Incorporation and Qualification. The Company and each of its subsidiaries has been duly organized and is validly existing and in good standing under the laws of their respective jurisdictions of organization, with the requisite power and authority to own its properties and conduct its business as currently conducted. Each of the Company and its subsidiaries has been duly qualified as a foreign company for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except to the extent the failure to be so qualified or be in good standing has not had or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, results of operations, property or condition (financial or otherwise) of the Company and its subsidiaries taken as a whole or on the ability of the Company, subject to the approvals and other authorizations set forth in Section 4(g) the Equity Commitment Agreement, to consummate the transactions contemplated by the Transaction Documents (a “Material Adverse Effect”).

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          (b) Corporate Power and Authority. (i) The Company has the requisite corporate power and authority to enter into, execute and deliver this Agreement and, subject to entry of the Agreement Order and the expiration, or waiver by the Bankruptcy Court, of any applicable waiting period set forth in the Bankruptcy Rules, respectively, to perform its obligations hereunder. The Company has taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of this Agreement.

          (c) Execution and Delivery; Enforceability. This Agreement has been duly and validly executed and delivered by the Company, and, upon the entry of the Agreement Order and the expiration, or waiver by the Bankruptcy Court, of any applicable waiting period set forth in the Bankruptcy Rules, this Agreement will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

          (d) Authorized Capital Stock. The authorized capital stock of the Company conforms in all material respects to the authorized capital stock set forth in the Registration Statement and Preliminary Prospectus and the issued and outstanding shares of capital stock of the Company conforms in all material respects to the description set forth in the Registration Statement and Preliminary Prospectus.

          (e) Issuance. All outstanding shares of New Common Stock have been duly and validly issued, fully paid and non-assessable, and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal, subscription and similar rights.

          (f) No Conflict. Subject to the entry of the Agreement Order and the expiration, or waiver by the Bankruptcy Court, of any applicable waiting period set forth in the Bankruptcy Rules, the execution and delivery by the Company of this Agreement and compliance by the Company with all of the provisions hereof and the consummation of the transactions contemplated herein (i) will not conflict with or result in a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result, except to the extent provided in or contemplated by the Amended Plan, in the acceleration of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) will not result in any material violation of the provisions of the Certificate of Incorporation or Bylaws of the Company included in the Amended Plan and as applicable to the Company from and after the effective date of the Amended Plan and (iii) will not result in any violation of, or any termination or material impairment of any rights under, any statute or any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except in any such case described in subclause (i) or (iii) as have been described in an effective Registration Statement or as will not have or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and except in any such case described in subclause (i), for (y) the registration under the Securities Act contemplated hereby and (z) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the sale of the shares of New Common Stock by the Trust.

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          (g) Consents and Approvals. No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties is required for the execution and delivery by the Company of this Agreement and performance of and compliance by the Company with all of the provisions hereof and the consummation of the transactions contemplated herein, except (i) the entry of the Agreement Order and the expiration, or waiver by the Bankruptcy Court, of any applicable waiting period set forth in the Bankruptcy Rules, (ii) the registration under the Securities Act contemplated hereby and (iii) such consents, approvals, authorizations, registrations or qualifications (w) as may be required under NYSE or NASDAQ rules and regulations in order to consummate the transactions contemplated herein, (x) as may be required under state securities or Blue Sky laws in connection with the sale of the shares of New Common Stock by the Trust, (y) as have been described in an effective Registration Statement or (z) the absence of which will not have or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

          (h) Arm’s Length. The Company acknowledges and agrees that the Trust is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, the Trust is not advising the Company or any other Person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and the Company makes no representations about such matters as between the Trust and any other Person. The Company shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Trust shall have no responsibility or liability to the Company with respect thereto. Any review by the Trust of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Trust and shall not be on behalf of the Company.

          (i) Financial Statements. Except as otherwise described in the Registration Statement and the Preliminary Prospectus or any documents incorporated therein by reference, the financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Preliminary Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act and present fairly in all material respects the financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement and the Preliminary Prospectus, present fairly the information required to be stated therein; and, except as otherwise described in the Registration Statement or any documents incorporated therein by reference, the other financial information included or incorporated by reference in the Registration Statement has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby; and, except as otherwise described in the Registration Statement or any documents incorporated therein by reference, any pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement has been prepared in accordance with

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the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement when they become effective.

          (j) Exchange Act Documents. The documents incorporated by reference in the Registration Statement or the Preliminary Prospectus, when they became effective or were filed with the SEC, as the case may be, conformed in all material respects to the requirements of the Exchange Act and, when read together with the other information included or incorporated by reference in the Registration Statement, at the time the Registration Statement became effective or the date of such Preliminary Prospectus, none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement or the Preliminary Prospectus, when such documents become effective or are filed with the SEC, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not, when read together with the other information included or incorporated by reference in the Registration Statement and the Preliminary Prospectus, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          (k) Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and at the Effective Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to the Trust or the Investors furnished to the Company in writing by the Trust or such Investors expressly for use in any Issuer Free Writing Prospectus.

          (l) Preliminary Prospectus. Each Preliminary Prospectus, at the time of filing thereof, will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Trust or any Investors furnished to the Company in writing by the Trust or any Investors expressly for use in any Preliminary Prospectus. As used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the SEC pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement, at the time of their respective effectiveness that omits Rule 430 Information.

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          (m) Registration Statement and Prospectus. As of the Effective Date of a Registration Statement, such Registration Statement complies in all material respects with the Securities Act, and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the applicable filing date of the Prospectus and any amendment or supplement thereto, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Trust or any Investors furnished to the Company in writing by the Trust or any Investors expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

          (n) No Material Adverse Change. Since the date of the most recent audited financial statements included or incorporated by reference in the Registration Statement and the Preliminary Prospectus, (i) there has not been any change in the capital stock or long-term debt of the Company or any of its then Significant Subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development involving a material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its then Significant Subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its Significant Subsidiaries has sustained any material loss or material interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in any such case described in subclause (i), (ii) or (iii) as is otherwise disclosed in the Registration Statement and the Preliminary Prospectus or any documents incorporated therein by reference.

          (o) Descriptions of the Transaction Documents. Each of this Agreement, the Equity Commitment Agreement, the Syndication Agreement, the Collars, the Amended Plan, the Agreement Order and the Investor Registration Agreement (collectively, the “Transaction Documents”) conforms in all material respects to the description thereof contained in the Registration Statement as of the Effective Date.

          (p) No Violation or Default. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter or by-laws or similar organizational documents or any of the Transaction Documents. Neither the Company nor any of its subsidiaries is, except as disclosed in the Registration Statement and the Preliminary Prospectus or in any documents incorporated by reference therein: (i) in default, and, to the knowledge of the Company, no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company

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or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (ii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (ii) above, for any such default or violation that would not, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect.

          (q) Legal Proceedings. Except as described in the Registration Statement and the Preliminary Prospectus or in any documents incorporated therein by reference, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations under the Transaction Documents; as of the date hereof, no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and as of the date hereof, (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Act to be described in the Exchange Act Documents filed as of the date of the Registration Statement or the Preliminary Prospectus that are not so described and (ii) there are no statutes, regulations or contracts or other documents that have been entered into, that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement that are not so filed or described.

          (r) Independent Accountants. The auditors who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement and the Preliminary Prospectus are independent public accountants with respect to the Company and its subsidiaries as required by the Securities Act.

          (s) Title to Intellectual Property. Except as described in the Registration Statement and the Preliminary Prospectus or any documents incorporated by reference therein, the Company and its Significant Subsidiaries own or possess, or can acquire on reasonable terms, adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses, except where the failure to own or possess any such rights could not reasonably be expected to have a Material Adverse Effect; and except as described in the Registration Statement and the Preliminary Prospectus or any documents incorporated by reference therein, and except as could not reasonably be expected to have a Material Adverse Effect, the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any written notice of any material claim of infringement or conflict with any such material rights of others.

          (t) No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors,

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officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Securities Act to be described in the Registration Statement and the Preliminary Prospectus and that are not described.

          (u) Investment Company Act. The Company is not and, after giving effect to the offering and sale of the shares of New Common Stock and the application of the proceeds thereof as described in the Prospectus, will not be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.

          (v) Licenses and Permits. Except as described in the Registration Statement and the Preliminary Prospectus or any documents incorporated by reference therein, the Company and its Significant Subsidiaries possess all material licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement and the Preliminary Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Registration Statement and the Preliminary Prospectus or any documents incorporated by reference therein and except as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its subsidiaries has received written notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course.

          (w) Compliance With Environmental Laws. Except as described in the Registration Statement and the Preliminary Prospectus or any documents incorporated by reference therein, the Company and its Significant Subsidiaries (i) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except, in the case of each of the clauses (i), (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

          (x) Compliance With ERISA. Except as described in the Registration Statement and the Preliminary Prospectus or any documents incorporated by reference therein, (i) each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company and its affiliates has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code, except where the failure to comply with such applicable statutes, orders,

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rules and regulations would not, individually or in the aggregate, have a Material Adverse Effect; and (ii) as of the date hereof, no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption, except such transactions that would not, individually or in the aggregate, have a Material Adverse Effect.

          (y) Accounting Controls. Except as described in the Registration Statement and the Preliminary Prospectus or any documents incorporated by reference therein, the Company and its subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

          (z) Insurance. Except as described in the Registration Statement and the Preliminary Prospectus or any documents incorporated by reference therein, the Company and its subsidiaries have insurance covering their respective material properties, material operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are customary for companies whose businesses are similar to the Company or such subsidiary, respectively; and, except as described in the Registration Statement and the Preliminary Prospectus or any documents incorporate by reference therein, neither the Company nor any of its subsidiaries has (i) received written notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain substantially similar coverage at reasonable cost from substantially similar insurers as may be necessary to continue its business.

          (aa) No Unlawful Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

          (bb) No Registration Rights. Except (i) to the extent covered by the Registration Statement and the Preliminary Prospectus and (ii) with respect to rights granted under this Agreement or the Investor Registration Agreement, no Person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the SEC.

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          (cc) No Stabilization. The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the shares of New Common Stock.

          (dd) Business With Cuba. The Company has complied with all provisions of Section 517.075, Florida Statutes (Chapter 92-198, Laws of Florida) relating to doing business with the Government of Cuba or with any Person or Affiliate located in Cuba.

          (ee) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Registration Statement or the Preliminary Prospectus, has been made or reaffirmed, without a reasonable basis or has been disclosed other than in good faith.

          (ff) Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in the Registration Statement and the Preliminary Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

Article III.

Initial Trust Registration

     3.1 Initial Registration Statement Prior to Issuance of Trust Shares. Subject to the terms and conditions set forth in this Agreement, the Company shall use its reasonable best efforts to cause the Initial Registration Statement to be filed with the SEC not later than 45 days after approval by the Bankruptcy Court of the Equity Commitment Agreement and use its reasonable best efforts to cause it to be declared effective by the SEC as promptly as practicable thereafter on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Securities by the Trust from time to time in accordance with the methods of distribution set forth in the Initial Registration Statement and Rule 415 under the Securities Act. Once the Initial Registration Statement is declared effective by the SEC, the Company shall use its reasonable best efforts to (i) cause the Initial Registration Statement to remain continually effective, and supplemented and amended throughout the Required Period and (ii) file post-effective amendments on Form S-3 to the Initial Registration Statement (or convert the Initial Registration Statement to be on Form S-3), as soon as the Company is eligible to use Form S-3 for secondary offerings. In the event the Initial Registration Statement is not effective at any time during the period beginning on the date hereof and ending on the date that is two years following the last date on which a Call Agreement expires and the Company is unable to restore the effectiveness of such Initial Registration Statement within five Business Days after the same initially fails to be effective, the Company shall, subject to the provisions of Section 6.1 and the other terms and conditions of this Agreement, use its reasonable best efforts to cause a replacement “shelf” Registration Statement (the “Subsequent Registration Statement”) to be filed with the SEC as promptly as practicable after the end of such five Business Day period and use its reasonable best efforts to cause it to be declared effective by the SEC as promptly as practicable thereafter. Once the Subsequent Registration Statement is declared effective by the SEC, the Company shall use its reasonable best efforts to (i) cause the Subsequent Registration Statement to remain continually effective, and supplemented and amended throughout the Required Period and (ii) file post-effective amendments on Form S-3 to the Subsequent

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Registration Statement (or convert the Subsequent Registration Statement to be on Form S-3), as soon as the Company is eligible to use Form S-3 for secondary offerings. The Company’s obligations under this Section 3.1 are subject to the provisions of Article VI. In no event shall the Trust be named as a “selling securityholder” in the Initial Registration Statement or in the Subsequent Registration Statement, unless and until it has requested to be so named in accordance with Section 3.2.

     3.2 Initial Registration Procedures.

          (a) The Trust shall be entitled to include all or any part of the Registrable Securities in the Initial Registration Statement, if it still is in effect at such time as the Trust desires to include Registrable Securities thereunder, or the Subsequent Registration Statement, as the case may be, by sending written request to the Company to include the same (“Trust Shelf Offering”). Notwithstanding any other provision of this Agreement, the Trust may not include any of its Registrable Securities in a Trust Shelf Offering pursuant to this Agreement unless the Trust shall provide to the Company a fully completed notice and questionnaire in substantially the form set forth in Exhibit A hereto (the “Questionnaire”) and such other information in writing as may be reasonably requested by the Company pursuant to Section 7.2 (the “Additional Information”). From and after the date that the Initial Registration Statement or the Subsequent Registration, as applicable, becomes effective, upon receipt of a completed Questionnaire and such Additional Information that the Company may reasonably request in writing (including any amendments to any prior Questionnaire or Additional Information), if any, but in any event within three Business Days after the Company receives the completed Questionnaire and such Additional Information, if any, from the Trust the Company shall use its reasonable best efforts to file any amendments or supplements to the Initial Registration Statement, Subsequent Registration Statement or Prospectus or the documents incorporated by reference therein necessary for the Registrable Securities that the Trust requests to be included in the Initial Registration Statement or the Subsequent Registration Statement to be included therein and for the Trust to be named as a selling securityholder therein and permit the Trust to deliver (or be deemed to deliver) the Prospectus to purchasers of the Registrable Securities (subject to the Company’s rights during a Blackout Period). If the Trust does not deliver a completed written Questionnaire and such Additional Information, as provided for in this Section 3.2(a), the Trust shall not be named as a selling securityholder in the Prospectus until the Trust delivers the same and other periods called for by this Agreement shall have elapsed. If the Company shall file a post-effective amendment to the Initial Registration Statement or the Subsequent Registration Statement, it shall use reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable and notify the Trust as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Article III. If the Questionnaire and Additional Information is delivered by the Trust during a Blackout Period, the Company shall so inform the Trust and shall take the actions set forth in this Section 3.2(a) upon expiration of the Blackout Period as though the Trust’s Questionnaire and Additional Information had been delivered on the expiration date of such Blackout Period.

          (b) The Trust may, by written notice to the Company, request that the Company take any reasonable steps necessary to assist and cooperate with the Trust to facilitate a Trust Shelf Offering, subject to the provisions of this Agreement. Such written notice shall

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specify the number of shares of Registrable Securities proposed to be sold and shall also specify the intended method of disposition thereof (and the Initial Registration Statement or Subsequent Registration Statement shall be amended by the Company to reflect the same).

Article IV.

Demand Registration

     4.1 Right to Demand Registration.

          (a) Subject to the terms of Section 4.1(d), at any time and from time to time, the Trust may request in writing that the Company effect the registration (a “Demand Registration”) of all or part of the Trust’s Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request shall be addressed to the Secretary of the Company, shall state that the request is for a Demand Registration pursuant to this Section 4.1 and shall specify (i) the then current name and address of the Trust, (ii) the aggregate number of shares of Registrable Securities requested to be registered in such registration by the Trust, (iii) the total number of shares of New Common Stock then held by the Trust, and (iv) the intended means of distribution). The Company shall file a Registration Statement covering the Trust’s Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company shall not be required to take any action pursuant to this Article IV:

               (i) if within the 12-month period preceding such request the Company has effected two Demand Registrations for the Trust pursuant to Section 4.1(a);

               (ii) in the case of a non-Underwritten Offering, unless the Registrable Securities requested to be registered (A) have an aggregate then-current market value of $50 million or more (before deducting underwriting discounts and commission) or (B) constitute all of the then-outstanding Registrable Securities held (including shares subject to the Collars) by the Trust;

               (iii) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (A) have an aggregate then-current market value at the time of the request for a Demand Registration, of $75 million or more (before deducting underwriting discounts and commission) or (B) constitute all of the then-outstanding Registrable Securities held (including shares subject to the Collars) by the Trust; or

               (iv) during the pendency of any Blackout Period.

          (b) The Trust shall have the exclusive right to make a request for a Demand Registration for an Underwritten Offering (the “Exclusive Trust Registration”) for a period (the “Exclusive Trust Period”) consisting of 60 days beginning on the latest of (i) the last date on which a Call Agreement expires, (ii) the date of the closing of the sale of Holder Registrable Securities covered by a demand registration for an Underwritten Offering under the Investor Registration Agreement that is made pursuant to the last demand by the Investors made pursuant to Section 4.1(a) of the Investor Registration Agreement made before the Cut-Off Date, or, if earlier, the withdrawal, revocation or termination of such demand registration by the Holders and

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(iii) the end of any Lock-Up Period (which may not end later than 90 days after the effective date of such demand registration) requested by the managing underwriter in connection with such demand registration for an Underwritten Offering by the Holders under the Investor Registration Agreement.

          (c) Holders shall not be permitted to request any demand registrations under the Investor Registration Agreement for an Underwritten Offering for a period beginning on the Cut-off Date and ending on (i) if the Trust does not, pursuant to this Agreement, request an Exclusive Trust Registration during the Exclusive Trust Period, the end of the Exclusive Trust Period and (ii) if the Trust does request an Exclusive Trust Registration during the Exclusive Trust Period, the later of (x) the date on which the sale of the securities covered by the Exclusive Trust Registration closes, or if earlier, the withdrawal, revocation or termination of the Exclusive Trust Registration solely by the Trust and (y) the end of any Lock-Up Period requested by the managing underwriter in connection with the Exclusive Trust Registration. The Holders shall be allowed to include in the Exclusive Trust Registration at least the lesser of 25% of the shares of New Common Stock included in the Exclusive Trust Registration and the number of Qualified Holder Registrable Securities requested by the Holders to be included in the Exclusive Trust Registration, in accordance with the terms of Section 4.4(b).

          (d) If an Exclusive Holder Registration is requested pursuant to the Investor Registration Agreement during the Exclusive Holder Period, the Trust shall not have a right to make a Demand Registration for an Underwritten Offering for the period beginning on the date the Holders make a written request for an Exclusive Holder Registration and ending on the later of (i) the date on which the sale of securities covered by the Exclusive Holder Registration closes or, if earlier, the withdrawal, revocation or termination of the Exclusive Holder Registration solely by the Holders and (ii) the end of any Lock-Up Period requested by the managing underwriter in connection with the Exclusive Holder Registration. The Trust shall be permitted to include in the Exclusive Holder Registration at least the lesser of 25% of the shares of New Common Stock covered by the Exclusive Holder Registration and the number of shares of New Common Stock requested by the Trust to be included in the Exclusive Holder Registration in accordance with Section 4.4 (b). Notwithstanding the foregoing, if the Trust does not on the date that the Holders request an Exclusive Holder Registration have at least $75 million of Trust Shares, this Section 4.1(d) shall not apply.

          (e) If at anytime there is no Company “shelf” Registration Statement outstanding with respect to Registrable Securities, the Trust, in making such request hereunder, may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act and if there is such a “shelf” Registration Statement outstanding at the time of making such request, the Trust may request that all or a portion of the Registrable Securities should be covered thereby, in which case the Company shall, subject to the Trust’s compliance with the requirements of Section 3.2 and Section 7.2, amend (or take all requisite actions with respect to) such “shelf Registration Statement to include such Registrable Securities in such “shelf” Registration Statement.

          (f) A Demand Registration requested pursuant to Section 4.1 shall not be deemed to be effected by the Company for purposes of Section 4.1 if it has not (i) been declared effective by the SEC or (ii) become effective in accordance with the Securities Act and kept

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effective as contemplated by Section 4.2, subject to any Blackout Periods. If the Company shall have complied with its obligations under this Agreement, a right to a Demand Registration pursuant to this Section 4.1 shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to the Registration Statement, and (y) the date as of which such Demand Registration shall have been continuously effective (and not subject to any stop order, injunction or other similar order or requirement of the SEC) for the Required Period, subject to any Blackout Periods.

          (g) In the event that more than one written request for a Demand Registration pursuant to Section 4.1 and/or a demand registration under Section 4.1 of the Investor Registration Agreement is received by the Company on the same day, the Trust or Holder(s) making the request that represents the largest number of shares of New Common Stock shall be deemed to be the demanding holder(s).

          (h) Notwithstanding anything contained in this Agreement to the contrary, if, on the latest date that a Call Agreement expires (the “Expiration Date”), (i) the Trust holds shares of New Common Stock and (ii) either (A) the Holders have requested a demand registration for an Underwritten Offering under the Investor Registration Agreement but the corresponding registration statement (the “Call Expiration Registration Statement”) has not as of the Expiration Date been declared effective by the SEC or (B) the Holders have requested a demand registration for an Underwritten Offering under the Investor Registration Agreement and a post-effective amendment to the Call Expiration Registration Statement is to be filed with the SEC, then the Company shall on the Expiration Date or five days prior to the filing of any such post-effective amendment, send written notice to the Trust of such fact or filing, as applicable, and if the Trust delivers written notice to the Company within five Business Days after the date it receives the Company’s notice that it desires to include shares of New Common Stock in the Call Expiration Registration Statement the Trust shall be entitled to require the Call Expiration Registration Statement to be amended or supplemented to include, and the Company shall include in such Call Expiration Registration Statement, all of the shares of New Common Stock the Trust requests to be covered under the Call Expiration Registration Statement (subject to the following provisions of this Section 4.1(h)). If the Call Expiration Registration Statement relates to an Underwritten Offering and the managing underwriter of the Underwritten Offering relating thereto advises the Company, the Holders and the Trust in writing that the total amount of shares of New Common Stock requested to be registered therein (including those to be included by the Trust and the Holders), together with such other securities that the Company and any Other Stockholders (other than the Holders) propose to include in such registration, is such as to adversely affect the successful marketing (including the pricing) of the securities included in such registration, then the Company shall include in such registration all shares of New Common Stock requested to be included therein, up to the full amount (such amount the “Call Expiration Capacity”) that, in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including the pricing) of the securities to be included in such registration and such shares shall be allocated as follows: (1) first, up to the full amount of Qualified Holder Registrable Securities requested to be included therein allocated pro rata among the Holders participating in such Call Expiration Registration Statement, on the basis of the number of Qualified Holder Registrable Securities requested to be included therein by such Holders; (2) second, up to the full amount of shares of New Common Stock of the Trust

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requested to be included in the Call Expiration Registration Statement by the Trust; (3) third, up to the full amount of any other Holder Registrable Securities held by any Holders requested to be included therein allocated pro rata among Holders participating in such Call Expiration Registration Statement, on the basis of the number of Holder Registrable Securities requested to be included therein by such Holder; (4) fourth, up to the full amount of securities proposed to be included in the Call Expiration Registration Statement by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Call Expiration Registration Statement by the Other Stockholders (other than the Holders) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Holders) so that the total amount of securities to be included in such Call Expiration Registration Statement is the Call Expiration Capacity; provided, that, the Trust shall be allowed to include in the Call Expiration Registration Statement a minimum number of shares of New Common Stock equal to the lesser of (x) 50% of the Call Expiration Capacity (unless on the latest date that a Call Agreement expires, the Trust has less than 14 million shares of New Common Stock, in which case the reference to “50%” above shall be to “25%”) and (y) the number of shares of New Common Stock the Trust requests to include in the Call Expiration Registration Statement.

     4.2 Continuous Effectiveness of Registration Statement.

          (a) The Company shall use its reasonable best efforts to keep a Registration Statement that has become effective as contemplated by Article III, this Article IV and Article V continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the SEC, until the earlier of (1) the expiration of the Required Period (subject to extension pursuant to Section 4.2(b) or Section 7.3) or (2) the date on which all Registrable Securities covered by such Registration Statement shall (A) have been disposed of pursuant to such Registration Statement or (B) cease to be Registrable Securities; provided, however, that in no event shall such period expire prior to the expiration of the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 promulgated thereunder.

          (b) In the event of any stop order, injunction or other similar order or requirement of the SEC relating to any Registration Statement or any Blackout Period, the Required Period for such Registration Statement shall be extended by the number of days during which such stop order, injunction or similar order or requirement or Blackout Period is in effect.

     4.3 Underwritten Demand Registration.

          (a) In the event that a Demand Registration requested pursuant to Section 4.1 is to be an Underwritten Registration, the Trust shall in its reasonable discretion and with the consent of the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto.

          (b) If so requested (pursuant to a timely written notice) by the managing underwriter for the Underwritten Offering relating thereto, the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or

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exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a Registration Statement for such Underwritten Offering becomes effective (or, if later, the date of pricing of the Underwritten Offering) as specified by the managing underwriter.

          (c) If so requested by the managing underwriter for any Underwritten Offering pursuant to a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 days after the date of such pricing, to the effect that the Trust shall not, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers of the Company agree to such limits, except if the Trust, not later than 5 days following receipt of written notice from the Company that the Company will be filing a Registration Statement (or a registration statement pursuant to the Investor Registration Agreement) within 15 days of such notice pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, by delivering written notice to the Company, to terminate all of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust prior to the commencement of such Lock-Up Period.

     4.4 Priority on Demand Registrations.

          (a) [Intentionally Omitted]

          (b) From and after the Cut-off Date, no securities to be sold for the account of any Person (including the Company) other than the Trust or a Holder shall be included in a Demand Registration for an Underwritten Offering pursuant to Section 4.1 hereof or a demand registration for an Underwritten Offering under Section 4.1 of the Investor Registration Agreement if the managing underwriter of the Underwritten Offering relating thereto advises the Company, the Trust or the Holders participating therein in writing that the total amount of Registrable Securities and other securities requested to be registered thereunder, together with such other securities that the Company and any Other Stockholders propose to include in such registration, is such as to adversely affect the successful marketing (including the pricing) of the securities included in such registration. If such managing underwriter provides such advice, then

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the Company shall include in such registration Registrable Securities requested to be included therein and other securities requested to be included therein of Other Stockholders, including the Holders, subject to the provisions of this Section 4.4(b), up to the full amount (such amount the “Capacity”) that, in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including the pricing) of the securities included in such registration. If the number of shares to be included in any such registration is less than the aggregate number of Registrable Securities requested by the Trust and other shares of New Common Stock requested by the Holders and Other Stockholders to be included therein, then the shares of New Common Stock to be included in such registration shall be allocated among the Trust and such participating Holders and Other Stockholders as follows:

               (i) if such Demand Registration is an Exclusive Trust Registration made hereunder, the Company shall include in such registration: (1) first, up to the full amount of Trust Shares of the Trust requested to be included in such Exclusive Trust Registration by the Trust; (2) second, up to the full amount of Qualified Holder Registrable Securities requested to be included therein allocated pro rata among the Holders participating in such Exclusive Trust Registration, on the basis of the number of Qualified Holder Registrable Securities requested to be included therein by each such Holder; (3) third, up to the full amount of any other Holder Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Exclusive Trust Registration, on the basis of the number of Holder Registrable Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in such Exclusive Trust Registration by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Exclusive Trust Registration by the Other Stockholders (other than the Holders) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Holders) so that the total amount of securities to be included in such Exclusive Trust Registration is the Capacity, provided, that the participating Holders shall be allowed to include in the aggregate a minimum number of shares of New Common Stock in the Exclusive Trust Registration equal to the lesser of (x) 25% of the Capacity of the Exclusive Trust Registration and (y) the number of shares of Qualified Holder Registrable Securities they request to include in such Exclusive Trust Registration;

               (ii) if such demand registration is an Exclusive Holder Registration, the Company shall include in such registration: (1) first, up to the full amount of Qualified Holder Registrable Securities requested to be included therein allocated pro rata among the Holders participating in such Exclusive Holder Registration, on the basis of the number of Qualified Holder Registrable Securities requested to be included therein by each such Holder; (2) second, up to the full amount of Trust Shares of the Trust requested to be included in such Exclusive Holder Registration by the Trust; (3) third, up to the full amount of any other Holder Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Exclusive Holder Registration, on the basis of the number of Holder Registrable Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in the Exclusive Holder Registration by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Exclusive Holder Registration by the Other Stockholders (other than the Holders) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Holders) so that the total amount of securities to be included

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in such Exclusive Holder Registration is the Capacity; provided that the Trust shall be allowed to include in the Exclusive Holder Registration a minimum number of shares of New Common Stock equal to the lesser of (x) 25% of the Capacity of the Exclusive Holder Registration and (y) the number of shares of New Common Stock the Trust requests to include in such Exclusive Holder Registration. Notwithstanding the foregoing, if the Trust does not, on the date that the Holders request an Exclusive Holder Registration, have at least $75 million of Trust Shares, this Section 4.4(b)(ii) shall not apply.

               (iii) subject to Section 4.1(h), if such Demand Registration (or demand registration under the Investor Registration Agreement) for an Underwritten Offering is requested by the Trust or any Holder and is not an Exclusive Trust Registration or an Exclusive Holder Registration, the Company shall include in such registration: (1) first, up to the full amount of shares of New Common Stock of the Trust and Qualified Holder Registrable Securities of the Holders requested to be included therein, allocated on a Pro Rata Basis (as defined below); (2) second, up to the full amount of Qualified Holder Registrable Securities of the Holders requested to be included therein, allocated pro rata among the Holders participating in such Demand Registration, on the basis of the number of Qualified Holder Registrable Securities requested to be included therein by each such Holder; (3) third, up to the full amount of any Non-Qualified Holder Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Demand Registration, on the basis of the number of Non-Qualified Holder Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in the registration by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Demand Registration by the Other Stockholders (other than the Holders) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Holders) so that the total amount of securities to be included in such registration is the Capacity; provided, that the Trust shall be allowed to include in such registration a minimum number of Trust Shares equal to the lesser of (x) 25% of the Capacity of such registration and the (ii) number of shares of New Common Stock it requests to include in such registration. The term “Pro Rata Basis” shall mean a pro rata allocation among the Trust and the Holders participating in such registration, calculated on the basis of (1) the number of Trust Shares the Trust requests to include in such registration and (2) with respect to the Holders participating in such registration, the number of the Qualified Holder Registrable Securities the Holders request to include in such registration.

          (c) Notwithstanding the foregoing, if, as a result of such pro-ration, the Trust shall not be entitled to include in a registration all shares of New Common Stock that it had requested to be included therein, then the Trust may elect to withdraw such request to include its shares of New Common Stock in such Demand Registration (in which case such Demand Registration shall not count as a Demand Registration under Section 4.1(a)(i)); provided, however, any Holder or Holders with at least $75 million in Registrable Securities may, if participating in such registration, request the Company to continue with such registration and if so requested the Company shall do so (including using its reasonable best efforts to cause such registration to become effective and maintain its effectiveness for the Required Period).

     4.5 Revocation of Demand Registration.

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          (a) The Trust, if a registration is requested pursuant to Section 4.1(a), may, at any time prior to the Effective Date of the Registration Statement relating to such registration, revoke its request to have Registrable Securities included therein by providing a written notice to the Company and, if the Company receives such written notice, subject to Section 4.5(b), it shall not cause such Registration Statement to become effective under the Securities Act.

          (b) In the event of any such revocation pursuant to Section 4.5(a), any Holder or Holders with at least $75 million in Registrable Securities may (if participating in such registration) request the Company to continue with such registration and if such Holders provide such request the Company shall do so (including using its reasonable best efforts to cause such registration to become effective and maintain its effectiveness for the Required Period). In the event the Trust revokes such request pursuant to Section 4.5(a) and Holders with at least $75 million in Registrable Securities do not request the Company pursuant to Section 4.5(b) or 4.7 of the Investor Registration Agreement to continue such registration, at the election of the Trust, either (a) the Trust shall reimburse the Company for all of its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement or (b) the requested registration that has been revoked shall be deemed to have been effected for purposes of Section 4.1.

          (c) In the event any Holder or Holders with at least $75 million in Registrable Securities do request the Company to continue such registration pursuant to Section 4.5(b) or 4.7 of the Investor Registration Agreement, such registration shall not be a Demand Registration under Section 4.1 and shall not effect calculations under Section 4.1(a)(i).

     4.6 Withdrawal by the Trust. If (a) a Blackout Period occurs after a request for a Demand Registration pursuant to Section 4.1 hereof but before the Registrable Securities of the Trust covered by such request are sold, transferred, exchanged or disposed in accordance with such request, (b) the Trust is not entitled to include all of such Registrable Securities requested by the Trust in any offering, or (c) the Company has breached its obligations hereunder, then in any of such cases the Trust may elect to withdraw from or revoke such offering by giving written notice to the Company and the underwriter, to the extent applicable, of the Trust’s request to withdraw or revoke prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration and such registration shall not be a Demand Registration under Section 4.1(a)(i) and shall not effect calculations under Section 4.1(a)(i). If the Trust withdraws from or revokes the proposed offering relating to a Demand Registration in accordance with the previous sentence, then (x) the Trust shall have no further rights to include its Registrable Securities in such Demand Registration, (y) the Company shall cease all efforts to secure registration, and (z) the Company shall reimburse the Trust for all of its out-of-pocket expenses incurred in connection with such cancelled registration through the date of the written notice of withdrawal or revocation; provided, however, that in the event the Trust withdraws or revokes such offering, any Holder or Holders with at least $75 million in Registrable Securities may (to the extent such Holder or Holders are participating in such offering) request the Company to continue with such registration and if such Holders provide such request the Company shall do so (including using its reasonable best efforts to cause such registration to become effective and maintain its effectiveness for the Required Period); provided, further, that any such Demand Registration Statement withdrawn or revoked by the Trust and completed for

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such Holder or Holders shall not affect the calculations under Section 4(a)(i) or be a Demand Registration under Section 4.1(a)(i).

     4.7 Withdrawal by the Holders. If the Holders withdraw from, revoke or terminate any proposed offering relating to a demand registration made under the Investor Registration Agreement, then (a) the Company shall notify the Trust in writing of such withdrawal, termination or revocation promptly after such event and (b) the Trust may, within five Business Days of its receipt of such written notice of withdrawal or revocation, request the Company to continue with such registration and, if such request is timely provided, the Company shall do so (and the Company shall use its best efforts to cause such registration to become effective and maintain its effectiveness for the Required Period).

Article V.
Piggyback Registration

     5.1 Right to Piggyback. If the Company at any time proposes to file a registration statement under the Securities Act with respect to an offering (a “Piggyback Registration”) of any New Common Stock (other than a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or any successor form thereto or (c) relating solely to a transaction under Rule 145 under the Securities Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to the Trust at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the Trust with the opportunity to request to register such amount of Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The rights of the Trust under this Article V shall be subject to the provisions of Section 4.1(h) and Section 4.4(b), if applicable. The Company shall use its reasonable best efforts to include in such Piggyback Registration all Registrable Securities for which the Company has received written requests from the Trust for inclusion within 10 Business Days after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the provisions of Article VI.

     5.2 Priority on Piggyback Registrations. If the Piggyback Registration is an Underwritten Offering, the Company shall use its reasonable best efforts to cause the managing underwriter of that proposed offering to permit the Trust, to the extent it has requested that Registrable Securities be included in the Piggyback Registration to include all such Registrable Securities on the same terms and conditions as the registration of the Company’s securities. Notwithstanding the foregoing, if the managing underwriter of such Underwritten Offering advises the Company and the Trust in writing that, in its view, the total amount of shares of New Common Stock that the Company, the Trust and any Other Stockholders propose to include in

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such offering is such as to adversely affect the successful marketing (including the pricing) of the securities included in such Underwritten Offering, then:

               (i) if such Piggyback Registration is a primary registration by the Company for its own account, the Company shall include in such Piggyback Registration: (A) first, up to the full amount of securities to be offered by the Company; (B) second, (1) up to the full amount of New Common Stock requested to be included in such Piggyback Registration by the Trust pursuant to Section 5.1 of this Agreement and the Qualified Holder Registrable Securities of the Holders that they request to be included in such Piggyback Registration pursuant to Section 5.1 of the Investor Registration Agreement, allocated among the Trust and the participating Holders on a Pro Rata Basis; (C) third, up to the full amount of any other Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Piggyback Registration, on the basis of the number of Holder Registrable Securities requested to be included therein by each such Holder; and (D) fourth, up to the full amount of securities requested to be included in such Piggyback Registration by any Other Stockholders (other than the Investors) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Investors) so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including pricing) of the securities included in such Underwritten Offering; provided, that the Trust shall be allowed to include in such Piggyback Registration a minimum number of shares of New Common Stock equal to at least the lesser of (x) 25% of the number of shares of New Common Stock covered by such registration and (y) the number of shares of New Common Stock it requests to include in such registration; and

               (ii) if such Piggyback Registration is an underwritten secondary registration for the account of holders of securities of the Company, the Company shall include in such registration: (A) first, up to the full amount of securities of the Persons exercising “demand” registration rights requested to be included therein; (B) second, up to the full amount of shares of New Common Stock requested to be included in such Piggyback Registration by the Trust pursuant to Section 5.1 of this Agreement and the Qualified Holder Registrable Securities of the Holders that they request to be included in such Piggyback Registration pursuant to Section 5.1 of the Investor Registration Agreement, allocated among the Trust and such Holders on a Pro Rata Basis; (C) third, up to the full amount of any other Holder Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Piggyback Registration, on the basis of the number of Holder Registrable Securities requested to be included therein by each such Holder; (D) fourth, up to the full amount of securities proposed to be included in the registration by the Company; and (E) fifth, up to the full amount of securities requested to be included in such Piggyback Registration by the Other Stockholders (other than the participating Holders) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the participating Holders) so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the success of such Underwritten Offering; provided, that the Trust shall be allowed to include in such registration a minimum number of shares of New Common Stock equal to at least the lesser of (x) 25% of the number of shares of New Common Stock covered by such registration and (y) the number of shares of New Common Stock it requests to include in such registration. The

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rights of the Trust under this Section 5.2(ii) shall be subject to the provisions of Section 4.1(h) and Section 4.4(b), if applicable.

     5.3 Withdrawal of Piggyback Registration.

          (a) Subject to Section 4.7, if at any time after giving the Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with the Piggyback Registration, the Company determines for any reason not to register or to delay the Piggyback Registration, the Company may, at its election, give notice of its determination to the Trust, and in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with the abandoned Piggyback Registration, without prejudice, provided, however, that such Registration Statement shall not be counted for purposes of Section 4.1.

          (b) The Trust, if it requests to include Registrable Securities in a Piggyback Registration, may withdraw its request for inclusion by giving written notice to the Company of its intention to withdraw from that registration, provided, however, that (i) the Trust’s request be made in writing and (ii) the withdrawal shall be irrevocable and, after making the withdrawal, the Trust shall no longer have any right to include its Registrable Securities in that Piggyback Registration.

          (c) Subject to Section 4.7, an election by the Company to withdraw a Piggyback Registration under this Section 5.3 shall not be deemed to be a breach of the Company’s obligations with respect to such Piggyback Registration.

     5.4 Exclusive Periods. From and after the date hereof through the end of the later of the Exclusive Trust Period and the Exclusive Holder Period, the Company shall not effect a registration of securities under the Securities Act for its own account or the account of any Person who is not a party hereto or a party to the Investor Registration Agreement (other than (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or any successor form thereto or (c) relating solely to a transaction under Rule 145 of the Securities Act).

Article VI.
Blackout Period

     6.1 Initial Registration, Demand and Piggyback Blackout. Notwithstanding any other provision of this Agreement to the contrary, if the Board of Directors of the Company determines in good faith that the registration and distribution of Registrable Securities (a) would materially impede, delay or interfere with, or require premature disclosure of, any material financing, offering, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (b) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, the Company shall (i) be entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of a Registration Statement and/or the use of any resale Prospectus for a reasonable period of time not to exceed 45 days and (ii) promptly give the Trust notice of such postponement or suspension (which notice need not specify the nature of the event giving rise to such suspension).

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     6.2 Blackout Period Limits. Notwithstanding anything contained in this Article VI to the contrary, the Company shall not be entitled to more than three Blackout Periods during any consecutive 12-month period, and in no event shall the number of days included in all Blackout Periods during any consecutive 12-month period exceed an aggregate of 90 days and in no event shall the Company be entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of a Registration Statement and/or the use of any resale Prospectus included in a Registration Statement pursuant to this Article VI unless it postpones or suspends during the Blackout Period the effectiveness of any registration statements required pursuant to the registration rights of the Other Stockholders. In the event of the occurrence of any Blackout Period, during any Required Period, Exclusive Trust Period, or Exclusive Holder Period, as the case may be, the same shall be extended by the number of days during which such Blackout Period is in effect.

Article VII.
Procedures and Expenses

     7.1 Registration Procedures. In connection with the Company’s registration obligations pursuant to Articles III, IV and V the Company shall use its reasonable best efforts to effect such registrations to permit the sale of Registrable Securities by the Trust in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall as promptly as reasonably practicable:

          (a) prepare and file with the SEC a Registration Statement on an appropriate form under the Securities Act available for the sale of the Registrable Securities by the Trust in accordance with the intended method or methods of distribution thereof; provided, however, that the Company shall (i) before filing, furnish to one firm of counsel for the Trust (selected by the Trust in accordance with Section 7.4) and the managing underwriter, if any, within a reasonable period of time (but in any event at least three Business Days) prior to the filing thereof with the SEC to afford to such counsel, the Trust, the managing underwriter and its counsel a reasonable opportunity for review, copies of the Registration Statement or Prospectus proposed to be filed, and (ii) reflect in each such document, when so filed with the SEC, such written comments as such counsel to the Trust and the managing underwriter may reasonably propose;

          (b) furnish, at its expense, to the Trust such number of conformed copies of the Registration Statement and each amendment thereto, of the Prospectus and each supplement thereto, and of such other documents as the Trust reasonably may request in writing from time to time;

          (c) subject to Section 4.2 and Article VI, prepare and file with the SEC any amendments and post-effective amendments to the Registration Statement as may be necessary and any supplements to the Prospectus as may be required or appropriate, in the view of the Company and its counsel, by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act to keep the Registration Statement effective until the earlier of (i) such time as all shares of New Common Stock covered by the Registration Statement cease to be Registrable Securities and (ii) the termination of the Required Period (giving effect to any extensions thereof pursuant to Section 4.2(b), Section 6.2 or Section 7.3);

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          (d) promptly following its actual knowledge thereof (but in any event within two Business Days), notify the Trust and the managing underwriter, in writing, if any:

               (i) when a Registration Statement, Prospectus, Issuer Free Writing Prospectus or any supplement or amendment has been filed and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective;

               (ii) of any request by the SEC or any other governmental authority for amendments or supplements to a Registration Statement, Prospectus or Issuer Free Writing Prospectus or for additional information;

               (iii) of the issuance by the SEC or any other governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose;

               (iv) of the receipt by the Company of any written notification with respect to the suspension of the qualification or exemption from qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

               (v) of the occurrence of any event during the period a Registration Statement is effective which makes any statement made in the Registration Statement or the Prospectus or any Issuer Free Writing Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement, Prospectus or Issuer Free Writing Prospectus so that such Registration Statement, Prospectus or Issuer Free Writing Prospectus shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (provided, however, that no notice by the Company shall be required pursuant to this Section 7.1(d)(v) in the event that the Company either promptly files a Prospectus supplement to update the Prospectus or an appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information that results in such Registration Statement no longer containing any untrue statement of a material fact or omitting to state a material fact necessary to make the statements therein or in light of the circumstances under which they were made, not misleading); and

               (vi) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be required by applicable law (in which case the Company shall file the same as soon as practicable after such determination and use its reasonable best efforts to cause the same to become effective as soon as practicable following filing);

          (e) use its reasonable best efforts to prevent the issuance of or obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable date or, if any such order or

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suspension is made effective during any Blackout Period, at the earliest practicable date after the Blackout Period;

          (f) prior to any public offering of Registrable Securities, use reasonable efforts to register or qualify, or cooperate with the Trust, or counsel retained by the Trust in accordance with Section 7.4, the managing underwriter, if any, and its counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions within the United States as such counsel for the Trust covered by a shelf Registration Statement or the managing underwriter of an Underwritten Offering of Registrable Securities reasonably requests in writing and do such other acts and things as may be reasonably necessary to maintain each such registration or qualification (or exemption therefrom) effective during the Required Period for such Registration Statement; provided, however, that the Company shall not be required to qualify generally to do business or as a dealer in securities in any jurisdiction in which it is not then so qualified or take any action which would subject it to general service of process or taxation in any jurisdiction in which it is not then so subject;

          (g) subject to Section 4.2 and Article VI, as promptly as reasonably practicable after the occurrence of any event contemplated by Sections 7.1(d)(v) or 7.1(d)(vi) hereof, use its reasonable best efforts to prepare (and furnish at its expense, subject to any notice by the Company in accordance with Section 7.1(d), to the Trust a reasonable number of copies of) a supplement or post-effective amendment to the applicable Registration Statement or a supplement to the related Prospectus (including by means of an Issuer Free Writing Prospectus), or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus or Issuer Free Writing Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

          (h) enter into such agreements (including an underwriting agreement), in usual and customary form, and take such other actions as may be reasonably requested by the Trust or the managing underwriter, if any, to expedite the offer for sale or disposition of the Registrable Securities, and in connection therewith, upon such request and upon the date of closing of any sale of Registrable Securities in such Underwritten Registration:

               (i) use its reasonable best efforts to obtain opinions of counsel to the Company (such counsel being reasonably satisfactory to the managing underwriter, if any) and updates thereof covering matters customarily covered in opinions of counsel in connection with Underwritten Offerings, addressed to the Trust and the managing underwriter;

               (ii) use its reasonable best efforts to obtain customary “comfort” letters from the independent certified public accountants of the Company (to the extent deliverable in accordance with their professional standards) addressed to the Trust (to the extent consistent with Statement on Auditing Standards No. 100 of the American Institute of Certified Public Accountants) and the managing underwriter, if any, in customary form and covering matters of the type customarily covered in “comfort” letters in connection with Underwritten Offerings; and

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               (iii) provide officers’ certificates and other customary closing documents customarily delivered in connection with Underwritten Offerings and any reasonably requested by the managing underwriter, if any;

provided that the Company shall only be required to comply with this clause (h): (x) in connection with an Underwritten Offering, (y) on the initial effective date of any Registration Statement and (z) on the date of filing of each of the Company’s reports on Form 10-K with the SEC; provided, further, that with respect to clauses (y) and (z), the Company shall not be required to comply with this clause (h) any more than two times in any 12-month period in connection with Demand Registrations made pursuant to this Agreement.

          (i) upon reasonable notice and at reasonable times during normal business hours, make reasonably available for inspection by a representative of the Trust, one firm of counsel for the Trust retained in accordance with Section 7.4, the managing underwriter, if any, participating in any disposition of Registrable Securities and its counsel and any single accountant retained by the Trust or any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the appropriate officers, directors and employees of the Company to make reasonably available for such inspection all such relevant information reasonably requested in writing by them in connection with the Registration Statement as is customary for “due diligence” investigations; provided that such Persons shall first agree in writing with the Company that any information that is reasonably designated by the Company as confidential at the time of delivery shall be kept confidential by such Persons and shall be used solely for the purposes of exercising rights under this Agreement and such Person shall not engage in trading any securities of the Company until such material non-public information becomes properly available, except nothing in such writing shall restrict (i) disclosure of such information if it is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information if it is required by law (including any disclosure requirements pursuant to federal or state securities laws in connection with any disposition of Registrable Securities), (iii) sharing information with other underwriters, agents or dealers participating in the disposition of any Registrable Securities, subject to the execution by such other underwriters, agents or dealers of reasonable non-disclosure agreements with the Company, (iv) using any such documents or other information in investigating or defending itself against claims made or threatened by purchasers, regulatory authorities or others in connection with the disposition of any Registrable Securities, (v) disclosure of such information if it becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such Person or (vi) disclosure of such information if it becomes available to any such Person from a source other than the Company and such source is not bound by a confidentiality agreement or confidentiality obligations or duties; and provided, further, that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of the Trust and the other parties entitled thereto by the counsel to the Trust retained in accordance with Section 7.4 or the counsel to the managing underwriter, if any;

          (j) use its reasonable best efforts to comply with all applicable rules and regulations of the SEC relating to such registration and make generally available to its securityholders earning statements satisfying the provisions of Section 11(a) of the Securities Act, provided that the Company shall be deemed to have complied with this Section 7.1(j) if it

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has satisfied the provisions of Rule 158 under the Securities Act (or any similar rule promulgated under the Securities Act);

          (k) use reasonable best efforts to cause all Registrable Securities covered by the applicable Registration Statement if the New Common Stock is then listed on the NYSE or quoted on the NASDAQ to continue to be so listed or quoted for a reasonable period of time after the offering;

          (l) use its reasonable best efforts to procure the cooperation of the Company’s transfer agent in settling any offering or sale of Registrable Securities;

          (m) use its reasonable best efforts to provide such information as may be reasonably required for any filings required to be made by the Trust or managing underwriter, if any, with the National Association of Securities Dealers, Inc. (the “NASD”) in connection with the offering under any Registration Statement of the Registrable Securities (including, without limitation, such as may be required by NASD Rule 2710 or 2720), and, upon the written request of the Trust, shall use reasonable best efforts to cooperate in connection with any filings required to be made with the NASD in that regard on or prior to the filing of any Registration Statement; and

          (n) use its reasonable best efforts to assist the Trust in the marketing of such Registrable Securities in connection with Demand Registrations (including without limitation, having officers of the Company attend “road shows” for Underwritten Offerings and analyst or investor presentations and rating agency presentations and such other selling or informational activities requested by the Trust or the managing underwriter for such Offerings).

     7.2 Information from Trust; Trust’s Obligations.

          (a) It shall be a condition precedent to the obligations of the Company to include the Registrable Securities of the Trust in any Registration Statement or Prospectus, as the case may be, that the Trust shall take the actions described in this Section 7.2.

          (b) The Trust, to the extent it has requested inclusion of its Registrable Securities in any Registration Statement, shall furnish to the Company (as a condition precedent to the Trust’s participation in such registration) a Questionnaire. The Trust agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by the Trust, in light of the circumstances under which it was made, not misleading, any other information regarding the Trust and the distribution of such Registrable Securities as may be required to be disclosed in the Prospectus or Registration Statement under applicable law or pursuant to SEC comments and any information otherwise reasonably required by the Company to comply with applicable law or regulations.

          (c) The Trust shall promptly (i) following its actual knowledge thereof, notify the Company of the occurrence of any event that makes any statement made in a Registration Statement, Prospectus, Issuer Free Writing Prospectus or other Free Writing Prospectus regarding the Trust untrue in any material respect or that requires the making of any changes in a Registration Statement, Prospectus or Free Writing Prospectus so that, regarding the Trust, it shall not contain any untrue statement of a material fact or omit any material fact required to be

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stated therein or necessary to make the statements, in light of the circumstances under which they were made, not misleading and (ii) provide the Company with such information as may be required to enable the Company to prepare a supplement or post-effective amendment to any such Registration Statement or a supplement to such Prospectus or Free Writing Prospectus.

          (d) With respect to any Registration Statement for an Underwritten Offering, the inclusion of the Trust’s Registrable Securities therein shall be conditioned, at the managing underwriter’s request, upon the execution and delivery by the Trust of an underwriting agreement; provided that the underwriting agreement is in customary form and reasonably acceptable to Company and the Trust.

          (e) The Trust shall use commercially reasonable efforts to cooperate with the Company in preparing the applicable registration.

          (f) The Trust agrees that it shall not be entitled to sell any of its Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless the Trust has furnished the Company with the Questionnaire and Additional Information relating to the Trust.

     7.3 Suspension of Disposition.

          (a) The Trust agrees by acquisition of a Registrable Security that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii), 7.1(d)(iii), 7.1(d)(iv), 7.1(d)(v) or 7.1(d)(vi), the Trust shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the Trust’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g) or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when the Trust has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g) or (ii) the advice referenced in this Section 7.3(a).

          (b) The Trust shall be deemed to have agreed that, upon receipt of any notice from the Company contemplated by Section 6.1, the Trust shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Trust’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus and (ii)(A) written notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant

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to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when the Trust receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume.

          (c) If so requested by the Company, the Trust shall deliver to the Company all copies in the Trust’s possession, other than permanent file copies then in the Trust’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

     7.4 Registration Expenses.

          (a) All fees and expenses incurred by the Company in complying with Articles III, IV and V and Section 7.1 (“Registration Expenses”) shall be borne by the Company. These fees and expenses shall include without limitation (i) all registration, filing and qualification fees, including fees made with the NASD, (ii) printing, duplicating and delivery expenses, (iii) fees and disbursements of counsel for the Company, (iv) fees and expenses of complying with state securities or “blue sky” laws (including the reasonable, documented fees and expenses of the counsel specified in Section 7.4(b) in connection therewith), (v) fees and disbursements of all independent certified public accountants referred to in Section 7.1(h)(ii) (including the expenses of any special audit and “comfort” letters required by or incident to such performance) and (vi) fees and expenses in connection with listing the Registrable Securities on the NYSE or quoting the Registrable Securities on the NASDAQ or any other exchange or automated trading system in accordance with the other terms of this Agreement.

          (b) The Company shall also reimburse or pay, as the case may be, the reasonable fees and reasonable out-of-pocket expenses of one law firm (which shall be a nationally recognized law firm experienced in securities law matters) retained by the Trust in connection with the registration of Registrable Securities, within 30 days of presentation of an invoice approved by the Trust.

          (c) Notwithstanding anything contained herein to the contrary, all underwriting fees, discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities owned by the Trust shall be borne by the Trust.

Article VIII.
Indemnification

     8.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless the Trust with respect to Registrable Securities registered pursuant to this Agreement, the Trust’s Affiliates, and their respective trustees, officers, directors, employees and agents, and each Person, if any, who controls the Trust within the meaning of either Section 15 of the

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Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including without limitation, subject to Section 8.3, the reasonable legal fees and other reasonable out-of-pocket expenses incurred in investigating, responding to or defending against any claim, challenge, litigation, investigation or proceeding, including without limitation, all costs of appearing as a witness in any claim, challenge, litigation, investigation or proceeding) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement pursuant to which any Registrable Securities were registered under the Securities Act, Prospectus or preliminary prospectus or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary, in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made, to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to the Trust furnished to the Company in writing by the Trust expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, Prospectus, amendment, supplement or Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by the Trust or any other Person who participates as an underwriter in the offering or sale of such securities, in either case specifically stating that it is for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Trust or any such underwriter or controlling Person and shall survive the transfer of such securities by the Trust.

     8.2 Indemnification by the Trust. The Trust agrees, severally and not jointly, to indemnify and hold harmless, the Company, the directors, and officers of the Company and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity contained in Section 8.1 from the Company to the Trust, as incurred, but only with respect to information relating to the Trust furnished to the Company in writing by the Trust expressly for use in any Registration Statement, Prospectus or preliminary prospectus or Issuer Free Writing Prospectus, or any amendment or supplement thereto.

     8.3 Conduct of Indemnification Proceedings. If any claim, challenge, litigation, investigation or proceeding (including any governmental or regulatory investigation) shall be brought or asserted against any Person in respect of which indemnity may be sought pursuant to either of Section 8.1 or Section 8.2, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Person”) in writing; provided that (i) the omission to so notify the Indemnifying Party shall not relieve it from any liability that it may have hereunder except to the extent it has been materially prejudiced by such failure and (ii) the omission to so notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than on account of this Article VIII. In case any such claim, challenge, litigation, investigation or proceeding is brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Person shall be entitled to participate therein and, to

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the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof and retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the contrary, (ii) the Indemnifying Person shall have failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person as contemplated by the preceding sentence or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for the Trust and such control Persons of the Trust shall be designated in writing by the Trust and any such separate firm for the Company, the directors and officers of the Company and such control Persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any pending or threatened proceeding effected without its prior written consent (which consent shall not be unreasonably withheld), but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify in accordance with, and subject to the limitations of, Section 8.1 and Section 8.2 above, as the case may be, any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding anything in this Article VIII to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Article VIII, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than (x) 60 days after receipt by the Indemnifying Party of such request for reimbursement and (y) 30 days after receipt by the Indemnified Party of the material terms of such settlement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the prior written consent of the Indemnified Persons (which consent shall not be unreasonably withheld), effect any settlement of any pending proceeding in respect of which any Indemnified Person is a party or of any threatened proceeding in respect of which any Indemnified Person could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding and (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

8.4 Contribution, etc.

          (a) If the indemnification provided for in this Article VIII is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred

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to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Trust on the other hand with respect to the sale by the Trust of Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Trust on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total value received or proposed to be received (before deducting expenses) by the Company in connection with the transactions contemplated by the Amended Plan and in connection with the extinguishment of the beneficiaries of the Trust’s claims against the Company in accordance with the Amended Plan. Benefits received by the Trust shall be deemed to be equal to the value of having the Registrable Securities registered under the Securities Act. The relative fault of the Company on the one hand and the Trust on the other shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Trust and the parties’ relevant intent, knowledge, information and opportunity to correct or prevent such statement or omission.

          (b) The Company and the Trust agree that it would not be just and equitable if contribution pursuant to this Article VIII were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to in this Section 8.4. The amount paid or payable by an Indemnified Person as a result of losses, claims, damages and liabilities referred to in this Section 8.4 shall be deemed to include, subject to the limitations set forth in Sections 8.1, 8.2 and 8.3 above, any reasonable legal or other reasonable out-of-pocket expenses incurred by such Indemnified Person not otherwise reimbursed in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Article VIII, in no event shall the Trust be required to contribute any amount in excess of the amount by which the total amount received by the Trust with respect to its sale of Registrable Securities pursuant to any Registration Statement exceeds the amount of any damages that the Trust has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

          (c) The remedies provided for in this Article VIII are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Party at law or in equity.

          (d) The indemnity and contribution agreements contained in this Article VIII shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Trust or any Person controlling the Trust or by or on behalf of the Company, the officers or directors of each of the Company or any other Person controlling the Company and (iii) the sale by the Trust of Registrable Securities covered by any Registration Statement.

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Article IX.
Free Writing Prospectuses

     Except a Prospectus, and Issuer Free Writing Prospectus or other material prepared by the Company, the Trust represents and agrees that it (i) shall not make any offer relating to the Registrable Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus, and (ii) has not distributed and will not distribute any written materials in connection with the offer or sale of Registrable Securities, in each case without the prior written consent of the Company and, in connection with any Underwritten Offering, the underwriters. The Company represents and agrees that it shall not make any offer relating to the Registrable Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus, and has not distributed and shall not distribute any written materials in connection with the offer or sale of New Common Stock without the prior written consent of the Trust at such time as the approval of counsel for the Trust (selected in accordance with Section 7.4 of the Agreement) to be included in an Underwritten Offering and, in connection with any Underwritten Offering, the underwriters.

Article X.
Rule 144

     With a view to making available the benefits of certain rules and regulations of the SEC which may permit the sale of Registrable Securities to the public without registration, the Company agrees to (a) use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; (b) upon written request of the Trust, furnish to the Trust promptly a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and such other reports and documents as the Trust reasonably may request in availing itself of any rule or regulation of the SEC allowing such the Trust to sell any Registrable Securities without registration; and (c) take such other actions as may be reasonably required by the Company’s transfer agent to consummate any distribution of Registrable Securities that may be permitted in accordance with the terms and conditions of Rule 144.

Article XI.
Private Placement

     Except for Section 4.3(c), the Company agrees that nothing in this Agreement shall prohibit the Trust, at any time and from time to time, from selling or otherwise transferring Registrable Securities pursuant to a private placement or other transaction which is not registered pursuant to the Securities Act. To the extent requested by the Trust, the Company shall take all reasonable steps necessary to assist and cooperate with the Trust to facilitate such sale or transfer, including taking the actions specified in Exhibit B hereto.

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Article XII.
Miscellaneous

     12.1 Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given by (and shall be deemed to have been duly given) as follows: (i) at the time delivered by hand, if delivered personally; (ii) when sent via facsimile (with confirmation); (iii) five Business Days after being deposited in the mail, if sent postage prepaid, by registered or certified mail (return receipt requested); or (iv) on the next Business Day, if timely delivered to an express courier guaranteeing overnight delivery (with confirmation). The parties acknowledge and agree that a copy of any notice, communication or other document required to be delivered or furnished to the parties in connection with this Agreement, shall be provided by the Company to the Investors. All notices, amendments and other communications delivered under or in respect of the Investor Registration Agreement shall be delivered to the Trust by the Company within one Business Day after receipt or delivery, as applicable, thereof by the Company. Notices shall be directed to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a)	If to the Company:
	Owens Corning One Owens Corning Parkway Toledo, Ohio 43659 Attention: Michael Thaman Facsimile: (419) 248-8445
	with a copy to:
	Sidley Austin LLP One South Dearborn Chicago, Illinois 60603 Attention: Larry A. Barden                  Lisa J. Reategui Facsimile: (312) 853-7036

          (b) If to the Trust, to the parties named by the Trust at the addresses and facsimile numbers as provided by the Trust to the Company on the effective date of the Amended Plan.

(c)	If to JPM:
	J.P. Morgan Securities Inc. 270 Park Avenue, 17th Floor New York, New York 10017 Attention: Mr. Stanley Lim, Operations Group Facsimile: (212) 270-2157

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with a copy to:

Simpson Thacher & Bartlett LLP
425 Lexington Ave,
New York New York 10017
Attention: Michael D. Nathan
                 Mark Thompson
Facsimile: (212) 455-2502

and to:

Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
Attention: Lewis Kruger
                 Brett Lawrence
Facsimile: (212) 806-6006

           (d) If to any Investor (other than JPM) to the address or facsimile number set forth on the signature pages to the Investor Registration Agreement, or the signature page of any joinder agreement executed and delivered pursuant to Section 12.2 of the Investor Registration Agreement:

with a copy to:

Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
Attention: Lewis Kruger
                 Brett Lawrence
Facsimile: (212) 806-6006

     12.2 [Intentionally Omitted]

     12.3 Most-Favored-Nation. If the Company grants any Person any rights with respect to the registration of any shares of equity securities of the Company or any securities convertible or exercisable into shares of any equity securities of the Company that are more favorable to such Person than the rights of the Trust set forth in this Agreement, the Company shall grant to the Trust the rights granted to such other Person; provided, however, that this Section 12.3 shall not apply to the Investor Registration Agreement in the form filed with this Agreement on the date hereof with the Bankruptcy Court.

     12.4 Severability. If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining provisions of this Agreement, unless the result thereof would be unreasonable in which case the parties hereto shall negotiate in good faith as to appropriate amendments hereto.

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     12.5 Assignment; Certain Specified Third Party Beneficiaries. This Agreement shall be binding upon, inure to the benefit of and be enforceable by each of the parties and their respective successors and assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by the Trust to any third party who purchases or is otherwise a permitted transferee of such Registrable Securities from the Trust, unless (i) such transferee of the Registrable Securities that is not a party to this Agreement shall have executed and delivered to the Secretary of the Company a properly completed agreement substantially in the form of Exhibit C, and (ii) the Trust shall have delivered to the Secretary of the Company written notice of such transfer setting forth the name of the Trust, the name and address of the transferee and the number of Registrable Securities that shall have been so transferred; and provided, further, that this Agreement and the rights, interests and obligations hereunder may be assigned, transferred or delegated by the Trust to (x) any Affiliate of the Trust or (y) any party to the Collars (other than the Company or the Trust) (provided, further, that any such transferee or assignee assumes the obligations of the Trust hereunder and agrees in writing to be bound by the terms of this Agreement in the same manner as the Trust pursuant to a properly completed agreement substantially in the form of Exhibit C). This Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any Person any rights or remedies under this Agreement other than the parties hereto, any Indemnified Person and, prior to the effective date of the Amended Plan with respect to the rights, obligations and benefits of the Trust, the Future Claimants’ Representative (as defined in the Amended Plan) and Caplin & Drysdale, Chartered, as counsel to the Official Creditors Committee Representing Holders of Asbestos Claims, and any Investor, each of which is an intended third party beneficiary hereof.

     12.6 Entire Agreement. This Agreement (including the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements and understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement. Notwithstanding the foregoing, the parties hereto acknowledge that any confidentiality agreements heretofore executed among the parties shall continue in full force and effect.

     12.7 Waivers and Amendments. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only by a written instrument, (A) if prior to the effective date of the Amended Plan, signed by (i) the Company, (ii) the Future Claimants’ Representative (as defined in the Amended Plan) and (iii) Caplin & Drysdale, Chartered, as counsel to the Official Creditors Committee Representing Holders of Asbestos Claims, (B) if after the effective date of the Amended Plan, signed by the Company and the Trust; provided that without the prior written consent of the parties required to amend the Investor Registration Agreement, this Agreement shall not be modified, amended or waived if such modification, amendment or waiver would directly or indirectly adversely affect any Investor’s rights or benefits under this Agreement or the Investor Registration Agreement. No delay on the part of any party in exercising any right, power or privilege pursuant to this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege pursuant to this Agreement, nor shall any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement are

42

cumulative and are not exclusive of any rights or remedies which any party otherwise may have at law or in equity.

     12.8 Counterparts. This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

     12.9 Governing Law; Venue. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE. EACH PARTY TO THIS AGREEMENT IRREVOCABLY SUBMITS TO THE JURISDICTION OF, AND VENUE IN, THE DISTRICT COURTS OF THE UNITED STATES SITTING IN THE STATE OF DELAWARE OR THE COURTS OF THE STATE OF DELAWARE AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.

     12.10 Headings. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

     12.11 Specific Performance. The parties acknowledge and agree that any breach of the terms of this Agreement would give rise to irreparable harm for which money damages would not be an adequate remedy, and, accordingly, the parties agree that, in addition to any other remedies, each will be entitled to enforce the terms of this Agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting bond.

     12.12 Termination. This Agreement may be terminated at any time by a written instrument signed by the parties hereto. Unless sooner terminated in accordance with the preceding sentence, this Agreement (other than the first proviso in Section 7.1(i), Section 7.4, Article VIII and Article XI hereof) shall terminate if at any time after the Issuance Date the Trust no longer has any Trust Shares.

     12.13 Modifications Necessary to Reflect Corporate Restructuring. The Amended Plan currently contemplates that, on or after the Effective Date, the Company intends to effect a restructuring plan which would organize the Company and its subsidiaries along the Company’s major business lines. This restructuring plan may result in the creation of a new Delaware company to serve as the parent corporation and holding company for the Company and its subsidiaries (“Holdco”). To the extent that such restructuring plan is pursued with the approval of the Bankruptcy Court, appropriate modifications to this Agreement shall be made to reflect that this Agreement shall relate to Holdco and the securities issued by Holdco on the same terms. The Company agrees that it shall not implement or effect any such plan without the prior written consent of the Trust.

     12.14 No Conflicting Rights. The Company shall not, on or after the date hereof, grant any registration or similar rights to any Person which conflict with or impair the rights granted hereby other than, without limiting the provisions of Section 12.3, the Investor Registration Agreement in the form filed with this Agreement on the date hereof with the Bankruptcy Court.

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     12.15 Listing. The Company shall, on or prior to the effective date of the Amended Plan, have caused the New Common Stock to be listed on the NYSE or quoted on the NASDAQ.

     12.16 Corporate Policies. The Company agrees that any actions required to be taken by the Trust pursuant to this Agreement, the Trust’s entering into the Put Agreements or the Call Agreements, and the consummation of the transactions contemplated hereby or thereby (including any exercise of the Put Agreements and the Call Agreements and the consummation of any such transaction), is and shall be exempt from, and otherwise does not and shall not violate, any corporate policy or other rules or regulations of the Company that may be applicable to the Trust, including, without limitation, the Company’s window period policy.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first written above.

OWENS CORNING
By:	/s/Michael Thaman

THE OWENS CORNING/FIBREBOARD
ASBESTOS PERSONAL INJURY TRUST
By:	/s/Dean M. Trafelet
	Name:	Dean M. Trafelet, Managing Trustee
	A duly authorized trustee thereof

Exhibit A

OWENS CORNING

Form of Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner (the “Selling Securityholder”) of common stock (the “Registrable Securities”) of Owens Corning (the “Company”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of July 7, 2006 (the “Registration Rights Agreement”), among the Company and the Holders referred to therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

NOTICE

The undersigned Selling Securityholder of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose of Registrable Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Company’s directors and officers and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against losses arising in connection with statements concerning the undersigned made in the Registration Statement or the related prospectus in reliance upon the information provided in this Notice and Questionnaire.

The undersigned Selling Securityholder is furnishing this Notice and Questionnaire in connection with an Exclusive Holder Registration, as that term is defined in the Registration Rights Agreement:

Yes o      No o

The undersigned Selling Securityholder is furnishing this Notice and Questionnaire in connection with an Exclusive Trust Registration, as that term is defined in the Registration Rights Agreement:

Yes o      No o

The undersigned Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

 Exh. A-1

QUESTIONNAIRE

1. Name.

(a)	Full Legal Name of Selling Securityholder:
(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:
(c)	Full Legal name of DTC Participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in Item 3 below are held:
(d)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

2. Address for Notices to Selling Securityholder:

Telephone:

Fax:

Email:

Contact Person:

3. Beneficial Ownership of Registrable Securities:

Type and Principal Amount of Registrable Securities beneficially owned:

4. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes o      No o

 Exh. A-2

Note: If yes, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(b) If you are a registered broker-dealer, do you consent to being named as an underwriter in the Registration Statement?

Yes o      No o

(c) Are you an affiliate of a broker-dealer?

Yes o      No o

If yes, please identify the registered broker-dealer with whom the Selling Securityholder is affiliated and the nature of the affiliation:                                     

(d) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes o      No o

Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

5. Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.

Except as set forth below in this Item 5, the undersigned Selling Securityholder is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

Type and Amount of Other Securities beneficially owned by the Selling Securityholder:

6. Relationships with the Company:

Except as set forth below, neither the undersigned Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity securities of the undersigned) has held any position or office or

 Exh. A-3

has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and at any time while the Registration Statement remains in effect.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:	Beneficial Owner:
	By:
		Name:
		Title:

     PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

Attention: Larry A. Barden

                  Lisa J. Reategui

Facsimile: (312) 853-7036

 Exh. A-4

Exhibit B

PRIVATE PLACEMENT PROCEDURES

I. Introduction

     These Private Placement Procedures supplement, form part of, and are subject to the Registration Rights Agreement and all terms used and not otherwise defined herein shall have the meanings assigned to them in the Registration Rights Agreement.

II. Procedures

     (a) The Company shall afford the Trust, and any potential buyers of the Registrable Securities (the “Private Securities”) designated by the Trust a reasonable opportunity to conduct a due diligence investigation with respect to the Company customary in scope for private offerings of such type of securities (including, without limitation, the availability of senior management to respond to questions regarding the business and financial condition of the Company and the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them), and the Trust (or any such potential buyer) shall be satisfied in all material respects with such opportunity and with the resolution of any disclosure issues arising from such due diligence investigation of the Company.

     (b) The Company shall enter into an agreement (a “Private Placement Agreement”) with the Trust (or any Affiliate of the Trust designated by the Trust) providing for the purchase and resale by the Trust (or such Affiliate) in a private placement (or other transaction exempt from registration under the Securities Act) of the Private Securities, which agreement shall be on commercially reasonable terms and in form and substance reasonably satisfactory to the Trust (or such Affiliate) and (without limitation of the foregoing) shall:

     (i) contain customary conditions, and customary undertakings, representations and warranties (to the Trust or such Affiliate, and if requested by the Trust or such Affiliates, to potential purchasers of the Private Securities);

     (ii) contain indemnification and contribution provisions in connection with the potential liability of the Trust and its Affiliates relating to the resale by the Trust (or such Affiliate) of the Private Securities;

     (iii) provide for the delivery of related certificates and representations, warranties and agreements of the Company, including those necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for the Trust and resales of the Private Securities by the Trust (or such Affiliate); and

     (iv) provide for the delivery to the Trust (or such Affiliate) of customary opinions (including, without limitation, opinions relating to the due authorization, valid issuance and fully paid and non-assessable nature of the Private Securities, the availability of an exemption from the Securities Act for the Trust and resales of the Private Securities by the Trust (or such

 Exh. B-1

Affiliate), and the lack of material misstatements and omissions in the Company’s filings under the Exchange Act).

The Company agrees to use its reasonable best efforts to make any filings required to be made by it with the SEC, any securities exchange or any other regulatory body with respect to the sale and resale of the Private Securities.

 Exh. B-2

Exhibit C

AGREEMENT TO BE BOUND
BY THE REGISTRATION RIGHTS AGREEMENT

     The undersigned, being the transferee of ___ shares of the common stock (the “Registrable Securities”), of                                         , a Delaware corporation (the “Company”), as a condition to obtaining the benefits of the Registration Rights Agreement dated as of July 7, 2006 among the Company and the Trust referred to therein (the “Agreement”), acknowledges that matters pertaining to the registration of such Registrable Securities is governed by the Agreement, and the undersigned hereby (1) acknowledges receipt of a copy of the Agreement, and (2) agrees to be bound by the terms of the Agreement, as the same has been or may be amended from time to time.

     Agreed to this ___ day of                       ,                      .

*

*

*Include address for notices.

 Exh. C-1

EX-99.4

Exhibit 4

FIRST AMENDMENT
TO THE LETTER AGREEMENT

     FIRST AMENDMENT dated as of October 27, 2006 (the “Amendment”), by and among Owens Corning (Reorganized) Inc., a Delaware corporation (“New Owens Corning”), Owens Corning, a Delaware corporation (as debtor-in-possession, and as a reorganized debtor, “OCD”), and JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”). Each capitalized term used but not defined in this Amendment shall have the meaning given to it in the Confirmation (as defined below).

RECITALS

     WHEREAS, OCD and JPMorgan have heretofore executed and delivered a Letter Agreement, dated as of July 7, 2006 (the “Confirmation”), between OCD and JPMorgan, pursuant to which JPMorgan and OCD agreed to certain share option transactions as described therein, subject to the terms, conditions and limitations set forth in the Confirmation;

     WHEREAS, on July 10, 2006, OCD and certain of its subsidiaries filed a proposed Sixth Amended Joint Plan of Reorganization (as Modified) with the United States Bankruptcy Court for the District of Delaware;

     WHEREAS, as contemplated by the Plan of Reorganization, OCD intends to effect a restructuring plan which would organize OCD and its subsidiaries along OCD’s major business lines in connection with which New Owens Corning was created to serve as the parent corporation and holding company for OCD and its subsidiaries;

     WHEREAS, pursuant to Section 7(h) of the Confirmation, the parties to the Confirmation agreed to make appropriate modifications to the Confirmation to reflect that the Holdco structure, subject to the prior written consent (such consent not to be unreasonably withheld) of the FCR and C&D.

AGREEMENTS

     NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties and covenants set forth herein and in the Confirmation, and other good and valuable consideration, the parties hereto hereby agree as follows:

ARTICLE I
AMENDMENTS

     1.1 Amendment to Introductory Paragraphs.

          1.1.1 The first paragraph of the Confirmation is hereby amended by replacing the first and second sentences of the first paragraph of the Confirmation with the following:

     The purpose of this letter agreement (as amended, this “Confirmation”) is to confirm the terms and conditions of the Transaction (the “Transaction”) entered into between you, Owens Corning, a Delaware corporation to be renamed Owens Corning Sales, Inc. on the Effective Date (as defined in the Plan of Reorganization) (as a debtor-in-possession and a reorganized debtor, as applicable (“OCD”)), subject to the approval of the Bankruptcy Court (as defined below), and JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) on the Trade Date specified below (the “Transaction”); pursuant to the First Amendment to the Letter Agreement, dated as of October 27, 2006, among New Owens Corning (as defined below), OCD and JPMorgan, New Owens Corning became a party to this Confirmation. JPMorgan, OCD and New Owens Corning agree that upon the date on which the Document Delivery Condition (as defined below) is fulfilled (the “Assignment Effective Date”), OCD’s and New Owens Corning’s rights and obligations hereunder shall be automatically assigned to and assumed by the Trust (as defined below); provided, that the Trust shall not make, assume or be obligated or liable for any of the representations, warranties, agreements or covenants of or by OCD or New Owens Corning herein, in the Agreement or the Equity Definitions, and, following the Assignment Effective Date, OCD and New Owens Corning

shall remain bound hereby, by the Agreement and by the Equity Definitions to comply with and fulfill and make all such representations, warranties, agreements and covenants and be the only entities liable or responsible for breaches thereof.

          1.1.2 The following paragraph shall be added as the new second paragraph of the Confirmation:

     Each reference in this Confirmation or the Agreement to “Owens Corning” shall mean (i) prior to the Effective Date, OCD and (ii) on and after the Effective Date, Owens Corning (Reorganized) Inc., a Delaware corporation to be renamed Owens Corning on the Effective Date (“New Owens Corning”), except that the first three references in the last sentence of the introductory paragraph of the Confirmation shall at all times refer to OCD.

          1.1.3 The second paragraph of paragraph 7(f) of the Confirmation is hereby amended and restated by replacing it in its entirety with the following:

     Notwithstanding anything to the contrary contained in the Agreement, the Equity Definitions or this Confirmation, breach of a covenant, agreement, obligation or representation or warranty of or by OCD or New Owens Corning or the failure of OCD or New Owens Corning to make any delivery required hereby shall not give rise to a right of JPMorgan to terminate the Transaction or any liability to the Trust or entitle any person or entity to any damages, payments or performance from the Trust.

ARTICLE II
ADDITIONAL TERMS

     2.1 Delivery of Documents . New Owens Corning and OCD shall, on or prior to the Effective Date (as defined in the Plan of Reorganization), deliver to JPMorgan an opinion or opinions of counsel to the effect of the matters set forth in Exhibit A to the Confirmation with respect to this Amendment and each of New Owens Corning and OCD, provided that such opinions may be subject to customary exceptions reasonably acceptable to JPMorgan.

     2.2 Representations and Warranties . New Owens Corning and OCD hereby represent and warrant to JPMorgan as of the date hereof each of the Representations contained in the Agreement with respect to this Amendment and the Confirmation, as amended by this Amendment.

ARTICLE III
MISCELLANEOUS

     3.1 Effect of Amendment . Upon the execution and delivery of this Amendment by the parties hereto and subject to the prior written consent (such consent not to be unreasonably withheld) of the FCR and C&D evidenced by their signatures below, the Amendment shall be effective; provided, that the amendments to the Confirmation set forth in Article I of this Amendment shall not become operative until the Operative Time (as defined below). At the Operative Time, the Confirmation shall be amended in accordance herewith, and this Amendment shall form a part of the Confirmation for all purposes and New Owens Corning shall become a party to the Confirmation as of the Operative Time as if originally named therein as a party thereto, except

2

that, in the case of conflict, this Amendment shall control. The Confirmation, as modified and amended by this Amendment, is hereby ratified and confirmed in all respects and all the terms, conditions and provisions thereof shall remain in full force and effect in accordance with its terms. In no event shall this Amendment affect any rights or obligations of the parties to the Confirmation arising prior to the Operative Time. The “Operative Time” shall occur simultaneously with OCD’s emergence from proceedings under the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq. on the Effective Date (as defined in the Plan of Reorganization).

     3.2 Governing Law . THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. EACH PARTY TO THIS AMENDMENT IRREVOCABLY SUBMITS TO THE JURISDICTION OF, AND VENUE IN, THE DISTRICT COURTS OF THE UNITED STATES SITTING IN THE STATE OF NEW YORK OR THE COURTS OF THE STATE OF NEW YORK AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.

     3.3 Counterparts . This Amendment may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

     3.4 Consent Required for Amendments Prior to Assignment Effective Date . This Amendment shall be subject to the provisions of Section 7(j) of the Confirmation as if fully set forth herein.

     3.5 Third Party Beneficiaries . This Amendment shall be subject to the provisions of Section 7(k) of the Confirmation as if fully set forth herein.

     3.6 Headings . The headings in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.

[Signature Page Follows]

3

     IN WITNESS WHEREOF, each of the parties has executed this Amendment as of the date first written above.

OWENS CORNING
By:	/s/Stephen K. Krull
	Name:	Stephen K. Krull
	Title:	Sr. Vice President, General Counsel & Secretary

OWENS CORNING (REORGANIZED) INC.
By:	/s/Stephen K. Krull
	Name:	Stephen K. Krull
	Title:	Sr. Vice President, General Counsel & Secretary

[Signature Page to First Amendment to the Letter Agreement]

 

J.P. MORGAN SECURITIES INC., as agent for JPMorgan Chase Bank, National Association
By:	/s/John Abate
	Name:	John Abate
	Title:	Authorized Signatory

[Signature Page to First Amendment to the Letter Agreement]

     IN WITNESS WHEREOF, each of FCR and C&D consent to this Amendment as of the date first written above.

FUTURE CLAIMANTS REPRESENTATIVE
By:	/s/James J. McMonagle
	Name:	James J. McMonagle
	Title:	FCR

CAPLIN & DRYSDALE, CHARTERED
By:	/s/Elihu Inselbuch
	Name:	Elihu Inselbuch
	Title:	Member

EXECUTION COPY

JPMorgan Chase Bank, National Association
P.O. Box 161
Victoria Embankment
London EC4Y 0JP
England

Owens Corning
One Owens Corning Parkway
Toledo, Ohio 43659
Attn: Michael Thaman
          Stephen Krull

     The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction (the “Transaction”) entered into between you, Owens Corning, a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable (“Owens Corning”)), subject to the approval of the Bankruptcy Court (as defined below), and JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) on the Trade Date specified below (the “Transaction”). JPMorgan and Owens Corning agree that upon the date on which the Document Delivery Condition (as defined below) is fulfilled (the “Assignment Effective Date”), Owens Corning’s rights and obligations hereunder shall be automatically assigned to and assumed by the Trust (as defined below); provided, that the Trust shall not make, assume or be obligated or liable for any of the representations, warranties, agreements or covenants of or by Owens Corning herein, in the Agreement or the Equity Definitions, and, following the Assignment Effective Date, Owens Corning shall remain bound hereby, by the Agreement and by the Equity Definitions to comply with and fulfill and make all such representations, warranties, agreements and covenants and be the only entity liable or responsible for breaches thereof. Each reference in this Confirmation or the Agreement to “Counterparty” shall mean, (i) prior to the Assignment Effective Date, Owens Corning and (ii) on and after the Assignment Effective Date, the Asbestos Personal Injury Trust (as defined in the Plan of Reorganization)(the “Trust”). As used herein, “Existing Plan” shall mean the Sixth Amended Joint Plan of Reorganization for Owens Corning and its Affiliated Debtors and Debtors-in-Possession, in the form filed on June 5, 2006 in the bankruptcy case of In re Owens Corning, et al, Case No. 00-03837 in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), and “Plan of Reorganization” shall mean the Existing Plan with only those revisions, modifications and amendments to the Existing Plan that Owens Corning and the Plan Proponents (as defined in the Plan of Reorganization) deem necessary or appropriate and that shall not (i) alter the capitalization of Owens Corning contemplated by the Existing Plan, (ii) materially adversely affect the obligations or rights of JPMorgan hereunder or (iii) cause any representation or warranty of Counterparty contained herein to be incorrect.

     This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below and supersedes all or any prior written or oral agreements in relation to the Transaction.

     The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation.

     In the event of any inconsistency between the terms of any of the documents in the following list, the terms of each document in such list shall prevail over all documents which follow such document in such list: this Confirmation, the Equity Definitions and the Agreement.

JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746.
Registered Branch Office 125 London Wall, London EC2Y 5AJ.
Authorised and regulated by the Financial Services Authority

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1.

This Confirmation evidences a complete binding agreement between Counterparty (subject to the approval of the Bankruptcy Court) and JPMorgan as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross Border) as if JPMorgan and Counterparty had executed an agreement on the date hereof (such agreement, the “Agreement”) in such form but without any Schedule thereto, except for (i) the election of (a) US Dollars as the Termination Currency, (b) the laws of the State of New York (without reference to choice of law doctrine) as the Governing Law and (c) “Second Method” and “Loss” for purposes of Section 6(e) of the Agreement and (ii) the other modifications described below.

2.

This Transaction is comprised of two Share Option Transactions, the Put and the Call. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms relating solely to the Put:
Option Type:	Put
Seller:	JPMorgan
Buyer:	Counterparty
Number of Options:	5,054,595; provided that such Number of Options shall be reduced by the number of any Options exercised under the Call as of the time(s) of such exercise(s) under the Call.
Strike Price:	USD 25.00
General Terms relating solely to the Call:
Option Type:	Call
Seller:	Counterparty
Buyer:	JPMorgan
Number of Options:	5,054,595; provided that such Number of Options shall be reduced by the number of any Options exercised under the Put as of the time(s) of such exercise(s) under the Put.
Strike Price:	USD 37.50
General Terms relating to each of the Put and the  Call:
Trade Date:	July 7, 2006
Option Style:	American
Shares:	The common shares of Owens Corning to be issued on the Effective Date (as defined in the Plan of Reorganization).
Issuer:	Owens Corning

JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746.
Registered Branch Office 125 London Wall, London EC2Y 5AJ.
Authorised and regulated by the Financial Services Authority

3

Option Entitlement:	One Share per Option
Premium:	Not Applicable
Premium Payment Date:	Not Applicable
Exchange:	The exchange or quotation system on which the Shares are publicly quoted, traded or listed on the Effective Date.
Related Exchange(s):	All Exchanges
Procedures for Exercise:
Commencement Date:	The Scheduled Trading Day immediately following the date, if any, on which all the Conditions Precedent (as defined below) are fulfilled; provided that the Commencement Date shall not occur prior to January 1, 2007 or later than the Scheduled Trading Day following the Outside Commencement Date.
Outside Commencement Date:	January 8, 2007; provided that if the FAIR Act (as defined in the Plan of Reorganization) has been enacted into law on or prior to the Trigger Date (as defined in Section 3(ii) hereof), but has been challenged in a court of competent jurisdiction on or prior to March 31, 2007, the Outside Commencement Date shall be March 27, 2010.
Expiration Time:	At the Scheduled Closing Time on the relevant Exercise Date
Expiration Date:	Means,
	with respect to the Put, the date which is three months after the Commencement Date, or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day; and with respect to the Call, the date which is twelve months after the Commencement Date, or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day.
Multiple Exercise:	Applicable
Minimum Number of Options:	1,000,000
Maximum Number of Options:	All the Options remaining unexercised
Integral Multiple:	1,000,000
Automatic Exercise:	Applicable
In-the-Money:	Means, (i) in respect of a Call, that the Reference Price is greater than the Strike Price of the Call; and; (ii) in respect of

JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746.
Registered Branch Office 125 London Wall, London EC2Y 5AJ.
Authorised and regulated by the Financial Services Authority

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	a Put, that the Reference Price is less than the Strike Price of the Put.
JPMorgan’s Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of Giving Notice:	Andrew C. Faherty 270 Park Avenue, 17th Floor New York, NY 10017 (212) 270-9193 (ph) (646) 534-2018 (fax) andrew.faherty@jpmorgan.com
Counterparty’s Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of Giving Notice:	With respect to Owens Corning, Michael Thaman Stephen Krull Owens Corning One Owens Corning Parkway Toledo, Ohio 43659 (419) 248-8000 (ph) (419) 248-8445 (fax) mike.thaman@owenscorning.com stephen.k.krull@owenscorning.com With respect to the Trust, the Telephone Number and/or Facsimile Number and Contact Details shall be provided by the Trust to JPMorgan in writing on the Assignment Effective Date.
Reference Price:	Notwithstanding Section 3.4(d) of the Equity Definitions, the Reference Price will be (i) if the Exchange is the New York Stock Exchange or the American Stock Exchange, the price per Share as of the Expiration Time on the Expiration Date as reported in the official real-time price dissemination mechanism for the relevant Exchange and (ii) if the Exchange is The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or one of their respective successors), the NASDAQ Official Closing Price (NOCP) on the Expiration Date as reported in the official price determination mechanism for such Exchange.
Settlement Terms:
Physical Settlement:	Applicable
Settlement Currency:	US Dollars
Settlement Method Election:	Not Applicable
Adjustments Applicable to the Transaction:

JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746.
Registered Branch Office 125 London Wall, London EC2Y 5AJ.
Authorised and regulated by the Financial Services Authority

5

Method of Adjustment:	Calculation Agent Adjustment; provided that none of the transactions that are expressly provided for in the Plan of Reorganization to effectuate the Plan of Reorganization shall trigger an Adjustment.
Extraordinary Events:
New Shares:	In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or the NASDAQ Capital Market (or their respective successors)”.
Consequences of Merger Events:
Share-for-Share:	Alternative Obligation
Share-for-Other:	To the extent that the Put or Call remains unexercised as of the Merger Date in respect of a Merger Event, the Transaction will be terminated as of such time and, notwithstanding anything to the contrary contained in this Confirmation, the Agreement or the Equity Definitions, neither Counterparty nor JPMorgan shall be required to make any payment or any delivery in respect of the portion of the Put or Call that has not been exercised prior to the Merger Date.
Share-for-Combined:	Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, if a Merger Event occurs for which the Other Consideration received by the shareholders of the Issuer includes any Excluded Consideration (as defined below), to the extent that the Put or Call remains unexercised at the closing of a Merger Event, the Transaction will be terminated as of such time and neither Counterparty nor JPMorgan shall be required to make any payment or any delivery in respect of the portion of the Put or Call that has not been exercised prior to the Merger Date. “Excluded Consideration” shall mean anything other than US Dollars, New Shares or Public Securities Consideration (as defined below). Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, subject to the immediately succeeding paragraph, if a Merger Event occurs, for which the consideration received by shareholders of the Issuer includes only (a) cash and/or Public Securities Consideration (as defined below) and (b) New Shares, then (i) the Strike Price for the Put and the Call shall, effective on the Merger Date in respect of such Merger Event, be reduced by the sum of the amount of any cash and the market price of any Public

JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746.
Registered Branch Office 125 London Wall, London EC2Y 5AJ.
Authorised and regulated by the Financial Services Authority

6

	Securities Consideration, as determined by the Calculation Agent, received by Counterparty in such Merger Event in respect of one Share; provided, however, that the Strike Price shall never be reduced to less than zero, and (ii) the consequences set forth above opposite Share-for-Share shall apply to that portion of the consideration that consists of New Shares as determined by the Calculation Agent. “Public Securities Consideration” shall mean any securities (other than New Shares) quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market or any other publicly traded security for which a quotation is available on TRACE or another similar pricing service, as determined by the Calculation Agent. Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, for purposes of the Put, in the event that shareholders of the Issuer are entitled to make an election with respect to the type of consideration to be received in a Share-for-Combined Merger Event of the type described in the two immediately preceding paragraphs, the consideration for each Share shall be deemed to be the per Share consideration received with respect to a plurality of the Shares in the Merger Event. In such event, Owens Corning shall provide JPMorgan with prompt notice of such consideration for the Shares. For purposes of the Call, the consideration for the Shares in a Share-for-Combined Merger Event shall be deemed to be the actual consideration received by Counterparty.
Tender Offer:	Not Applicable
Composition of Combined Consideration:	Not Applicable and, notwithstanding anything to the contrary contained herein, in the Agreement or in the Equity Definitions, Section 12.5(b) of the Equity Definitions shall not be applicable.
Nationalization, Insolvency or Delisting:	Upon a Nationalization, Insolvency or Delisting Event, the Transaction shall continue as if any such event had not occurred.
Cross Default:	The “Cross-Default” provisions of Section 5(a)(vi) of the Agreement shall apply to JPMorgan and the Trust; “Threshold Amount” shall mean (i) in respect of JPMorgan, an amount equal to three percent of such party’s shareholders’ equity, determined in accordance with generally accepted accounting principles in the United States of America and (ii) in respect of the Trust, an amount equal to three percent of the excess of the Trust's assets over its indebtedness for borrowed money, determined in accordance with generally accepted accounting principles in the United

JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746.
Registered Branch Office 125 London Wall, London EC2Y 5AJ.
Authorised and regulated by the Financial Services Authority

7

	States of America; “Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect of deposits received in the ordinary course of a party’s banking business.
Credit Event Upon Merger:	Applicable to JPMorgan; provided, however, that if the resulting, surviving or transferee entity has long term, unsecured and unsubordinated indebtedness or deposits which is or are publicly rated (such rating, a “Credit Rating”) by Moody's Investor Services, Inc. or any successor thereto (“Moody's”), Standard and Poors Ratings Group or any successor thereto (“S&P”) or any other internationally recognized rating agency (“Other Rating Agency”), then the words “materially weaker” in line 6 of Section 5(b)(iv) of the Agreement shall mean that the Credit Rating (as defined below) of such party (or, if applicable, the Credit Support Provider of such party) shall be rated lower than Baa3 by Moody’s or lower than BBB- by S&P or, in the event that there is no Credit Rating by either Moody's or S&P applicable to such party (or, if applicable, the Credit Support Provider of such party) but such party's long-term indebtedness or deposits is or are rated by any Other Rating Agency, lower than a rating equivalent to the foregoing by such Other Rating Agency.
Additional Disruption Events:	No Additional Disruption Events shall apply to the Transaction or this Confirmation except a Change in Law (as defined herein). If a Change in Law occurs and either party elects to terminate the Transaction pursuant to Section 12.9(b)(i) of the Equity Definitions, then such termination shall apply to this Transaction in its entirety and may not apply solely to the Put or solely to the Call.
Insolvency Filing:	Not Applicable
Change in Law:	The definition of “Change in Law” in Section 12.9(a)(ii) of the Equity Definitions shall be amended to delete “(X)” in the sixth line thereof and to delete “, or (Y) it will incur a materially increased cost in performing its obligations under such Transaction (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position)”.
Determining Party:	JPMorgan
Non-Reliance:	Applicable
Agreements and Acknowledgments	Applicable
Regarding Hedging Activities:
Additional Acknowledgments:	Applicable

JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746.
Registered Branch Office 125 London Wall, London EC2Y 5AJ.
Authorised and regulated by the Financial Services Authority

8

3. CONDITIONS PRECEDENT

     Each of the following shall be a condition precedent (the “Conditions Precedent”) to the effectiveness of this Transaction:

(i)	The Effective Date (as defined in the Plan of Reorganization) shall have occurred;
(ii)	The FAIR Act shall not have been enacted and become law on or before the date that is ten (10) days after the conclusion of the 109th United States Congress (the “Trigger Date”); or if the FAIR Act has been enacted and become law prior to the Trigger Date, but has been challenged in a court of competent jurisdiction on or before March 31, 2007, such challenge ultimately succeeds pursuant to a non-appealable final order of such court resulting in the FAIR Act no longer being in effect;
(iii)	Owens Corning has delivered to the Trust the 28.2 million Reserved New OCD Shares (as defined in the Plan of Reorganization) on or prior to the Outside Commencement Date, and all such Shares shall have been validly issued, fully paid, non-assessable and free and clear of all taxes, liens pre-emptive rights, rights of first refusal, subscription and similar rights except that such Shares shall be subject to put and call agreements contemplated by the Plan of Reorganization, including this Confirmation;
(iv)	The Shares shall have been publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or their respective successors);
(v)	Owens Corning shall have sold 72.9 million Shares for aggregate cash proceeds of at least USD 2.187 billion; and
(vi)	The Trust has provided to JPMorgan by no later than five Scheduled Trading Days following the Effective Date, (i) an executed counterpart of this Confirmation and (ii) an opinion of counsel to the effect of the matters set forth in Exhibit B hereto, provided that such opinion may be subject to customary exceptions reasonably acceptable to JPMorgan (collectively, the “Document Delivery Condition”);

If (i) this Confirmation has not been approved by the Bankruptcy Court on or prior to the entry of the Confirmation Order (as defined in the Plan of Reorganization) in respect of the Plan of Reorganization; (ii) the FAIR Act has been enacted and becomes law prior to the Trigger Date, but has not been challenged in a court of competent jurisdiction on or before March 31, 2007; or (iii) any of the above Conditions Precedent are not fulfilled prior to the Outside Commencement Date, then this Transaction shall terminate for no value and neither party shall have any rights or obligations hereunder.

4.

DIVIDEND ADJUSTMENTS

     If at any time during the period from and excluding the Effective Date (as defined in the Plan of Reorganization), to and including the Expiration Date, an ex-dividend date for which a cash dividend relates (regardless of when paid by the Issuer to holders of the Shares) occurs with respect to the Shares (an “Ex-Dividend Date”) and that dividend is greater than the Regular Dividend (as defined below) on a per Share basis, then the Forward Dividend Adjustment Value of the difference between the per Share cash dividend corresponding to that

JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746.
Registered Branch Office 125 London Wall, London EC2Y 5AJ.
Authorised and regulated by the Financial Services Authority

9

Ex-Dividend Date and the Regular Dividend shall be subtracted from the Put Strike Price and the Call Strike Price, effective as of such Ex-Dividend Date. “Regular Dividend” shall mean USD 0.18 per Share per quarter.

     For purposes hereof, “Forward Dividend Adjustment Value” with respect to a cash dividend paid on the Shares shall be calculated from the Ex-Dividend Date through and including the Expiration Date using an interest rate equal to the mid-market interpolated US dollar zero coupon swap rate with a maturity corresponding to the Expiration Date as determined by JPMorgan.

5. PARTIAL OR WHOLE SETTLEMENT DELAYS

     Notwithstanding any other provisions hereof, JPMorgan shall not be entitled to receive Shares or any other class of voting securities of the Issuer (whether in connection with the purchase of Shares on any Settlement Date or otherwise) (i) to the extent (but only to the extent) that, after such receipt, JPMorgan would directly or indirectly beneficially own (as such term is defined for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) in excess of 8.0% of the outstanding Shares or any other class of voting securities of the Issuer or (ii) if any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall not have expired or been terminated with respect to the acquisition of Shares hereunder (the “HSR Condition”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that after such delivery (i) JPMorgan would directly or indirectly so beneficially own in excess of 8.0% of the outstanding Shares or any other class of voting securities of the Issuer or (ii) the HSR Condition has not been satisfied, as the case may be. If any delivery owed to JPMorgan hereunder is not made, in whole or in part, as a result of this provision, the Trust’s obligation to make such delivery shall not be extinguished and the Trust shall make such delivery as promptly as practicable after, but in no event later than one Clearance System Business Day after, JPMorgan gives notice to the Trust that after such delivery (i) JPMorgan would not directly or indirectly so beneficially own in excess of 8.0% of the outstanding Shares or any other class of voting securities of the Issuer or (ii) the HSR Condition has been satisfied, as the case may be. JPMorgan shall pay the Strike Price to the Trust not later than the Settlement Date with respect to any Options exercised on the same basis as if the Trust made delivery of the Shares upon such exercise even if delivery of the Shares does not take place by such Settlement Date due to the applicability of this Section 5. In the event that the delivery of Shares cannot be made due to the HSR Condition not being satisfied, at the request of JPMorgan, the Trust shall enter into a customary and reasonable escrow arrangement relating to the Shares compliant with the HSR Act and any other legal or regulatory requirements. JPMorgan and Owens Corning (i) shall use reasonable best efforts to prepare and file all necessary documentation and to effect all applications that are necessary or advisable under the HSR Act so that the applicable waiting period shall have expired or been terminated thereunder with respect to the acquisition of Shares hereunder and (ii) shall not take any action that is intended or reasonably likely to materially impede or delay the ability of the parties to obtain any necessary approvals required for the transactions contemplated hereunder; provided that no such actions shall be required if JPMorgan determines that the acquisition of Shares hereunder would not be reasonably expected to require a filing under the HSR Act.

6. TRANSFER OR ASSIGNMENT

     Counterparty may not transfer any of its rights or obligations under this Transaction without the prior written consent of JPMorgan, except for the assignment to the Trust described above. Notwithstanding anything to the contrary in the Agreement, JPMorgan may transfer or assign all or any portion of its rights or obligations under this Transaction without the consent of Counterparty to either (i) JPMorgan Chase & Co. or (ii) any party specified on Schedule 1 hereto with a Credit Rating (as defined herein) that is, at the time of the relevant transfer, (a) A+ or higher by S&P or (b) Aa3 or higher by Moody’s; provided, that any such transferee or assignee shall be subject to the requirements (i) to make the representation set forth in Section 7(e) hereof and (ii) to deliver any Tax forms reasonably requested by Counterparty; provided, also, that if such transferee or assignee is a Broker (as defined in 3(a)(4) of the Exchange Act) or a Dealer (as defined in 3(a)(5) of the Exchange Act), JPMorgan may only transfer or assign rights or obligations under this Transaction to such transferee or assignee with the prior written consent of Counterparty and, prior to the Assignment Effective Date, the FCR and C&D (as defined below), such consent not

JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746.
Registered Branch Office 125 London Wall, London EC2Y 5AJ.
Authorised and regulated by the Financial Services Authority

10

to be unreasonably withheld. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Counterparty solely to the extent of any such performance.

     For purposes of the foregoing, the “Credit Rating” of a party means the rating of a party assigned by either S&P or Moody’s to such party’s long term, unsecured and unsubordinated indebtedness or deposits.

7. ADDITIONAL TERMS

     (a) Additional Termination Events: It shall constitute an Additional Termination Event where this Transaction is the sole Affected Transaction and Counterparty shall be deemed to be the sole Affected Party, if Counterparty shall have been dissolved, wound-up, liquidated or terminated or, from and after the Assignment Effective Date, in the case of the Trust, the Trust does not have any duly appointed trustees to control the exercise of the powers, authorities and discretions of the Trust.

     (b) Calculation Agent: JPMorgan

     (c) Delivery of Documents:

     Counterparty agrees that:

(i)	Counterparty shall deliver to JPMorgan, promptly following a request by JPMorgan or an affiliate of JPMorgan, all documents it may reasonably request relating to the existence of Counterparty and the authority of Counterparty with respect to the Agreement and this Confirmation, all in form and substance reasonably satisfactory to JPMorgan;
(ii)	Owens Corning shall, on or prior to the seventh day after the Trade Date, deliver to JPMorgan an opinion or opinions of counsel to the effect of the matters set forth in Exhibit A hereto, provided that such opinions may be subject to customary exceptions reasonably acceptable to JPMorgan;
(iii)	The Trust shall, on or prior to the Assignment Effective Date, deliver to JPMorgan an opinion of counsel to the effect of the matters set forth in Exhibit B hereto, provided that such opinion may be subject to customary exceptions reasonably acceptable to JPMorgan; and
(iv)	From and after the Assignment Effective Date, the Trust shall promptly notify JPMorgan of any change in the identity of any of the trustees of the Trust and shall deliver to JPMorgan any amendment, supplement, revocation, modification or other similar document relating to the Asbestos Personal Injury Trust Agreement (as defined in the Plan of Reorganization), promptly following the execution of any such document.

     (d) Representations in the Agreement; Additional Representations, Warranties and Agreements of Counterparty. Owens Corning hereby represents and warrants to JPMorgan on, and agrees with JPMorgan from and after, any Trade Date with respect to the Representations in the Agreement and clauses (i)(a) and (b), (ii), (iv)(a), (v), (vi), (viii), (ix), (x) and (xi) below and the Assignment Effective Date with respect the Representations in the Agreement and clauses (i)(a) and (b) and (ii) below. The Trust hereby represents and warrants to JPMorgan on, and agrees with JPMorgan from and after, the Assignment Effective Date with respect to the Representations in the Agreement and clauses (i)(c), (iii), (iv)(b), (v), (vi), (vii), (viii), (ix), (x) and (xi) below.

     (i) Material Nonpublic Information

JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746.
Registered Branch Office 125 London Wall, London EC2Y 5AJ.
Authorised and regulated by the Financial Services Authority

11

     (a) On the Assignment Effective Date, Owens Corning will not be aware of any material nonpublic information regarding the Issuer.

     (b) On any Exercise Date under the Put (other than the Expiration Date of the Put, if Options thereunder are then exercised pursuant to Automatic Exercise), if requested by JPMorgan, Owens Corning will promptly confirm that it is not aware of any material nonpublic information regarding the Issuer or it shall promptly publicly disclose any such material nonpublic information.

     (c) On any Exercise Date under the Put (other than the Expiration Date of the Put, if Options thereunder are then exercised pursuant to Automatic Exercise), the Trust will not be aware of any material nonpublic information regarding the Issuer obtained from a source other than the Issuer.

     (ii) Corporate Policy

     This Transaction will not violate any corporate policy of Owens Corning or other rules or regulations of Owens Corning applicable to Counterparty, including, but not limited to, Owens Corning’s window period policy.

     (iii) Reporting Obligations

     The Trust is and will be in compliance with the Trust’s reporting obligations under Section 16, Section 13(d) and Section 13(g) of the Exchange Act with respect to the securities of Owens Corning, and the Trust will provide JPMorgan with a copy of any report filed thereunder in respect of this Transaction promptly upon filing thereof; provided, however, that failure to make such filings on a timely basis will not trigger a breach of this representation as long as such failures are promptly cured (but in no event more than five Scheduled Trading Days after such reports are required to be filed).

     (iv) Legal Counsel

     (a) Owens Corning has been represented and advised by Sidley Austin LLP in connection with the review, negotiation and execution of this Confirmation.

     (b) The beneficiaries of the Trust have been represented and advised by Kaye Scholer LLP and Caplin & Drysdale, Chartered in connection with the review, negotiation and execution of this Confirmation.

     (v) Eligible Contract Participant

     Counterparty is an “eligible contract participant” (as such term is defined in Section 1(a)(12) of the Commodity Exchange Act, as amended (the “CEA”)) because

     it is a corporation, partnership, proprietorship, organization, trust or other entity and:

     (A) it has total assets in excess of $10,000,000;

     (B) its obligations hereunder are guaranteed, or otherwise supported by a letter of credit or keep well, support or other agreement, by an entity of the type described in Section 1a(12)(A)(i) through (iv), 1a(12)(A)(v)(I), 1a(12)(A)(vii) or 1a(12)(C) of the CEA; or

     (C) it has a net worth in excess of $1,000,000 and has entered into this Confirmation in connection with the conduct of its business or to manage the risk associated with an asset or liability owned or incurred or reasonably likely to be owned or incurred by it in the conduct of its business.

JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746.
Registered Branch Office 125 London Wall, London EC2Y 5AJ.
Authorised and regulated by the Financial Services Authority

12

     (vi) Investment Company

     Counterparty is not required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “ICA”), or Counterparty has properly registered as an “investment company” under the ICA and, if so registered, its entry into this Confirmation does not violate the ICA.

     (vii) Trust Instrument

     The Asbestos Personal Injury Trust Agreement is governed by, and the Trust has been duly created and is validly existing and being administered under, the laws of the State of Delaware. The copy of the Asbestos Personal Injury Trust Agreement (including any amendment, supplement, form of trustee revocation or appointment or any other similar document relating thereto) provided by the Trust to JPMorgan is a true, complete and correct copy of the Asbestos Personal Injury Trust Agreement.

     (viii) Representations in Agreement

     For the avoidance of doubt, and without limiting any representations contained in Section 3(a)(iii) and Section 3(a)(iv) of the Agreement, Counterparty represents that the execution, delivery and performance of the Agreement and any other documentation relating to the Agreement to which it is a party do not violate or conflict with any of the terms or provisions of any stockholders’ agreement, lockup agreement, registration rights agreement or co-sale agreement binding on Counterparty or affecting Counterparty or any of its assets.

     For purposes of the representations by Owens Corning on the Trade Date, Section 3(a)(ii), Section 3(a)(iv), Section 3(a)(v) and Section 3(c) of the Agreement are hereby amended by inserting the words “, subject to the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization” prior to the semicolon or period at the end of each such clause.

     Section 3(a)(iv) of the Agreement is hereby amended by inserting the words “, except such filings as may be required under the HSR Act” immediately following the words “have been complied with”.

     (ix) London Branch

     JPMorgan is entering into the Agreement and this Confirmation through its London branch.

     (x) JPMSI as Agent

     Each party agrees and acknowledges that (i) J.P. Morgan Securities Inc., an affiliate of JPMorgan (“JPMSI”), has acted solely as agent and not as principal with respect to this Transaction and (ii) JPMSI has no obligation or liability, by way of guaranty, endorsement or otherwise, in any manner in respect of this Transaction (including, if applicable, in respect of the settlement thereof). Each party agrees it will look solely to the other party (or any guarantor in respect thereof) for performance of such other party’s obligations under this Transaction.

     (xi) Waiver of Jury Trial

     Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Transaction or the Agreement. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or

JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746.
Registered Branch Office 125 London Wall, London EC2Y 5AJ.
Authorised and regulated by the Financial Services Authority

13

otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Transaction by, among other things, the mutual waivers and certifications herein.

     (e) Tax Representations of JPMorgan. JPMorgan hereby represents and warrants to, and agrees with, Counterparty on the date hereof and on any Exercise Date that it is a “domestic corporation” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, and shall deliver, at each time of settlement of the Put or Call and at any time thereafter reasonably requested by Counterparty, an Internal Revenue Service Form W-9 and such other forms as may be so requested by Counterparty.

     (f) Owens Corning Defaults. In addition to any remedies afforded JPMorgan in connection with the Transaction, Owens Corning agrees to indemnify and hold harmless JPMorgan and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several (collectively, “Damages”), to which an Indemnified Person may become subject arising out of any breach of any covenant or representation or warranty made by Owens Corning in the Agreement or this Confirmation or any claim, litigation, investigation or proceeding relating thereto, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing; provided, however, that Owens Corning shall not have any liability to any Indemnified Person to the extent that such Damages are finally determined by a court of competent jurisdiction to have directly resulted from the gross negligence or willful misconduct of such Indemnified Person (and in such case, such Indemnified Person shall promptly return to Owens Corning any amounts previously expended by Owens Corning hereunder).

     Notwithstanding anything to the contrary contained in the Agreement, the Equity Definitions or this Confirmation, breach of a covenant, agreement, obligation or representation or warranty of or by Owens Corning or the failure of Owens Corning to make any delivery required hereby shall not give rise to a right of JPMorgan to terminate the Transaction or any liability to the Trust or entitle any person or entity to any damages, payments or performance from the Trust.

     Notwithstanding anything to the contrary contained in the Agreement, the Equity Definitions or this Confirmation, breach of a covenant or representation or warranty by the Trust or the failure of the Trust to make any delivery required hereby shall not give rise to any liability to Owens Corning or entitle any person or entity to any damages or payments from Owens Corning.

     (g) Delivery of Unregistered Shares. Notwithstanding Section 9.11 of the Equity Definitions, the parties hereto acknowledge and agree that the Shares to be delivered by the Trust upon exercise of the Put or Call will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or registered or qualified under any applicable state or foreign securities laws. JPMorgan represents, warrants and agrees on the date hereof, on the Assignment Effective Date and on each date on which the Put or Call is exercised that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act and that it will transfer the Shares delivered by the Trust upon exercise of the Put or Call only pursuant to a registration statement under the Securities Act or in a transaction exempt from registration under the Securities Act.

     (h) Corporate Restructuring Contemplated in Plan of Reorganization. The Existing Plan contemplates that, on the Effective Date, Owens Corning intends to effect a restructuring plan which would organize Owens Corning and its subsidiaries along Owens Corning’s major business lines. This restructuring plan may result in the creation of a new Delaware company to serve as the parent corporation and holding company for Owens Corning and its subsidiaries (“Holdco”). To the extent that such plan to create the Holdco structure is effected with the approval of the Bankruptcy Court, Owens Corning and JPMorgan shall make appropriate modifications to this Confirmation to reflect the Holdco structure, subject to the prior written consent (such consent not to be

JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746.
Registered Branch Office 125 London Wall, London EC2Y 5AJ.
Authorised and regulated by the Financial Services Authority

14

unreasonably withheld) of the Future Claimants Representative (as defined in the Plan of Reorganization)(the “FCR”) and Caplin & Drysdale, Chartered (“C&D”), as counsel to the Official Creditors Committee Representing Holders of Asbestos Claims.

     (i) JPMorgan Branch Office. Section 10(a) of the Agreement shall apply to JPMorgan.

     (j) Consent Required for Amendments Prior to Assignment Effective Date. No amendments, modifications, alterations or waivers (except as provided in clause (h) above) shall be made hereto prior to the Assignment Effective Date without the prior written consent of the FCR and C&D.

     (k) Third Party Beneficiaries. Until the Assignment Effective Date, the FCR and C&D are intended third party beneficiaries of the Agreement and hereof and are entitled to enforce their rights and the rights of the Trust thereunder and hereunder as if they were parties thereto and hereto.

JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746.
Registered Branch Office 125 London Wall, London EC2Y 5AJ.
Authorised and regulated by the Financial Services Authority

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it by mail or facsimile transmission to the fax number indicated above.

Very truly yours, J.P. MORGAN SECURITIES INC., as agent for JPMorgan Chase Bank, National Association
By:	/s/ John Abate
	Name:
	Title:

Confirmed as of the date first above written: OWENS CORNING
By:	/s/ Michael Thaman
	Name:
	Title:

Confirmed as of the Assignment Effective Date: ASBESTOS PERSONAL INJURY TRUST
By:	/s/ Dean M. Trafelet
	Name:	Dean M. Trafelet
	Title:	Managing Trustee

JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746.
Registered Branch Office 125 London Wall, London EC2Y 5AJ.
Authorised and regulated by the Financial Services Authority

EXHIBIT A

FORM OF LEGAL OPINION FOR ISSUER

1. Owens Corning is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation.

2. Subject to the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, Owens Corning has all corporate power to enter into this Confirmation and to consummate the transactions contemplated hereby. This Confirmation has been duly authorized and validly executed and delivered by Owens Corning and, upon the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, will constitute a valid and legally binding obligation of Owens Corning enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and other laws affecting creditors generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3. The execution and delivery by Owens Corning of, and, upon the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, the performance by Owens Corning of its obligations under, this Confirmation and the consummation of the transactions herein contemplated, do not conflict with or violate (x) any provision of the certificate of incorporation or by-laws of Owens Corning, (y) any order or judgment of any court or governmental agency or body having jurisdiction over Owens Corning or any of Owens Corning’s assets or (z) any material contractual restriction binding on or affecting Owens Corning or any of its assets.

4. Subject to the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, all governmental and other consents that are required to have been obtained by Owens Corning with respect to performance, execution and delivery of this Confirmation will have been obtained and will be in full force and effect and all conditions of any such consents will have been complied with, other than such consents which, if not obtained, will not individually or in the aggregate have a material adverse effect on Owens Corning or on the ability of Owens Corning to complete the transactions contemplated by this Confirmation.

EXHIBIT B

FORM OF LEGAL OPINION FOR TRUST

1. The Trust is duly organized and validly existing as a Delaware statutory trust in good standing under the laws of Delaware.

2. The Trust has all trust power to enter into this Confirmation and to consummate the transactions contemplated hereby and to deliver the Shares in accordance with the terms hereof. This Confirmation has been duly authorized and validly executed and delivered by the Trust and constitutes a valid and legally binding obligation of the Trust enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and other laws affecting creditors generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SCHEDULE 1

LIST OF PERMISSIBLE JPMORGAN TRANSFEREES/ASSIGNEES

1. Bank of America, N.A.

2. Bear Stearns International Limited; provided, however, that such entity is a permissible transferee only if its obligations are guaranteed, prior to any transfer or assignment, by The Bear Stearns Companies Inc. in a form acceptable to the Trust.

3. Deutsche Bank AG

4. Lehman Brothers OTC Derivatives Inc.; provided, however, that such entity is a permissible transferee only if its obligations are guaranteed, prior to any transfer or assignment, by Lehman Brothers Holdings Inc. in a form acceptable to the Trust.

EX-99.5

Exhibit 5

FIRST AMENDMENT
TO THE LETTER AGREEMENT

     FIRST AMENDMENT dated as of October 27, 2006 (the “Amendment”), by and among Owens Corning (Reorganized) Inc., a Delaware corporation (“New Owens Corning”), Owens Corning, a Delaware corporation (as debtor-in-possession, and as a reorganized debtor, “OCD”), and Bear Stearns International Limited (“BSIL”). Each capitalized term used but not defined in this Amendment shall have the meaning given to it in the Confirmation (as defined below).

RECITALS

     WHEREAS, OCD and BSIL have heretofore executed and delivered a Letter Agreement, dated as of July 7, 2006 (the “Confirmation”), between OCD and BSIL, pursuant to which BSIL and OCD agreed to certain share option transactions as described therein, subject to the terms, conditions and limitations set forth in the Confirmation;

     WHEREAS, on July 10, 2006, OCD and certain of its subsidiaries filed a proposed Sixth Amended Joint Plan of Reorganization (as Modified) with the United States Bankruptcy Court for the District of Delaware;

     WHEREAS, as contemplated by the Plan of Reorganization, OCD intends to effect a restructuring plan which would organize OCD and its subsidiaries along OCD’s major business lines in connection with which New Owens Corning was created to serve as the parent corporation and holding company for OCD and its subsidiaries;

     WHEREAS, pursuant to Section 7(h) of the Confirmation, the parties to the Confirmation agreed to make appropriate modifications to the Confirmation to reflect that the Holdco structure, subject to the prior written consent (such consent not to be unreasonably withheld) of the FCR and C&D.

AGREEMENTS

     NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties and covenants set forth herein and in the Confirmation, and other good and valuable consideration, the parties hereto hereby agree as follows:

ARTICLE I
AMENDMENTS

          1.1 Amendment to Introductory Paragraphs.

               1.1.1 The first paragraph of the Confirmation is hereby amended by replacing the first and second sentences of the first paragraph of the Confirmation with the following:

     The purpose of this letter agreement (as amended, this “Confirmation”) is to confirm the terms and conditions of the Transaction (the “Transaction”) entered into between you, Owens Corning, a Delaware corporation to be renamed Owens Corning Sales, Inc. on the Effective Date (as defined in the Plan of Reorganization) (as a debtor-in-possession and a reorganized debtor, as applicable (“OCD”)), subject to the approval of the Bankruptcy Court (as defined below), and Bear Stearns International Limited (“BSIL”) on the Trade Date specified below (the “Transaction”); pursuant to the First Amendment to the Letter Agreement, dated as of October 27, 2006, among New Owens Corning (as defined below), OCD and BSIL, New Owens Corning became a party to this Confirmation. BSIL, OCD and New Owens Corning agree that upon the date on which the Document Delivery Condition (as defined below) is fulfilled (the “Assignment Effective Date”), OCD’s and New Owens Corning’s rights and obligations hereunder shall be automatically assigned to and assumed by the Trust (as defined below); provided, that the Trust shall not make, assume or be obligated or liable for any of the representations, warranties, agreements or covenants of or by OCD or New Owens Corning herein, in the Agreement or the Equity Definitions, and, following the Assignment Effective Date, OCD and New Owens Corning shall remain bound hereby, by the Agreement and by the Equity Definitions to comply with and fulfill and make all such representations, warranties, agreements and covenants and be the only entities liable or responsible for breaches thereof.

               1.1.2 The following paragraph shall be added as the new second paragraph of the Confirmation:

     Each reference in this Confirmation or the Agreement to “Owens Corning” shall mean (i) prior to the Effective Date, OCD and (ii) on and after the Effective Date, Owens Corning (Reorganized) Inc., a Delaware corporation to be renamed Owens Corning on the Effective Date (“New Owens Corning”), except that the first three references in the last sentence of the introductory paragraph of the Confirmation shall at all times refer to OCD.

               1.1.3 The second paragraph of paragraph 7(f) of the Confirmation is hereby amended and restated by replacing it in its entirety with the following:

     Notwithstanding anything to the contrary contained in the Agreement, the Equity Definitions or this Confirmation, breach of a covenant, agreement, obligation or representation or warranty of or by OCD or New Owens Corning or the failure of OCD or New Owens Corning to make any delivery required hereby shall not give rise to a right of BSIL to terminate the Transaction or any liability to the Trust or entitle any person or entity to any damages, payments or performance from the Trust.

ARTICLE II
ADDITIONAL TERMS

          2.1 Delivery of Documents. New Owens Corning and OCD shall, on or prior to the Effective Date (as defined in the Plan of Reorganization), deliver to BSIL an opinion or opinions of counsel to the effect of the matters set forth in Exhibit B to the Confirmation with respect to this Amendment and each of New Owens Corning and OCD, provided that such opinions may be subject to customary exceptions reasonably acceptable to BSIL.

2

          2.2 Representations and Warranties. New Owens Corning and OCD hereby represent and warrant to BSIL as of the date hereof each of the Representations contained in the Agreement with respect to this Amendment and the Confirmation, as amended by this Amendment.

ARTICLE III
MISCELLANEOUS

          3.1 Effect of Amendment. Upon the execution and delivery of this Amendment by the parties hereto and subject to the prior written consent (such consent not to be unreasonably withheld) of the FCR and C&D evidenced by their signatures below, the Amendment shall be effective; provided, that the amendments to the Confirmation set forth in Article I of this Amendment shall not become operative until the Operative Time (as defined below). At the Operative Time, the Confirmation shall be amended in accordance herewith, and this Amendment shall form a part of the Confirmation for all purposes and New Owens Corning shall become a party to the Confirmation as of the Operative Time as if originally named therein as a party thereto, except that, in the case of conflict, this Amendment shall control. The Confirmation, as modified and amended by this Amendment, is hereby ratified and confirmed in all respects and all the terms, conditions and provisions thereof shall remain in full force and effect in accordance with its terms. In no event shall this Amendment affect any rights or obligations of the parties to the Confirmation arising prior to the Operative Time. The “Operative Time” shall occur simultaneously with OCD’s emergence from proceedings under the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq. on the Effective Date (as defined in the Plan of Reorganization).

          3.2 Governing Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. EACH PARTY TO THIS AMENDMENT IRREVOCABLY SUBMITS TO THE JURISDICTION OF, AND VENUE IN, THE DISTRICT COURTS OF THE UNITED STATES SITTING IN THE STATE OF NEW YORK OR THE COURTS OF THE STATE OF NEW YORK AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.

          3.3 Counterparts. This Amendment may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

          3.4 Consent Required for Amendments Prior to Assignment Effective Date. This Amendment shall be subject to the provisions of Section 7(i) of the Confirmation as if fully set forth herein.

          3.5 Third Party Beneficiaries. This Amendment shall be subject to the provisions of Section 7(j) of the Confirmation as if fully set forth herein.

3

          3.6 Headings. The headings in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.

[Signature Page Follows]

4

IN WITNESS WHEREOF, each of the parties has executed this Amendment as of the date first written above.

OWENS CORNING
By:	/s/ Stephen K. Krull
	Name:	Stephen K. Krull
	Title:	Sr. Vice President, General Counsel & Secretary
OWENS CORNING (REORGANIZED) INC.
By:	/s/ Stephen K. Krull
	Name:	Stephen K. Krull
	Title:	Sr. Vice President, General Counsel & Secretary

BEAR STEARNS INTERNATIONAL LIMITED
By:	/s/ Bruce W. Jaeger
	Name:	Bruce W. Jaeger
	Title:	Senior Managing Director

Accepted, acknowledged, agreed and consented to for purposes of the Guaranty, dated July 7, 2006.

THE BEAR STEARNS COMPANIES, INC.
By:	/s/ Jeffrey Lipman
	Name: Jeffrey Lipman
	Title: Senior Managing Director

IN WITNESS WHEREOF, each of FCR and C&D consent to this Amendment as of the date first written above.

FUTURE CLAIMANTS’ REPRESENTATIVE
By:	/s/ James J. McMonagle
	Name:	James J. McMonagle
	Title:	FCR
CAPLIN & DRYSDALE, CHARTERED
By:	/s/ Elihu Inselbuch
	Name:	Elihu Inselbuch
	Title:	Member

EXECUTION COPY

July 7, 2006

Bear Stearns International Limited
One Canada Square
London
E14 5AD
United Kingdom

Owens Corning
One Owens Corning Parkway
Toledo OH 43659

Attn: Michael Thaman
Stephen Krull

     The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction (the “Transaction”) entered into between you, Owens Corning, a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable (“Owens Corning”)), subject to the approval of the Bankruptcy Court (as defined below), and Bear Stearns International Limited (“BSIL”) on the Trade Date specified below (the “Transaction”). BSIL and Owens Corning agree that upon the date on which the Document Delivery Condition (as defined below) is fulfilled (the “Assignment Effective Date”), Owens Corning’s rights and obligations hereunder shall be automatically assigned to and assumed by the Trust (as defined below); provided, that the Trust shall not make, assume or be obligated or liable for any of the representations, warranties, agreements or covenants of or by Owens Corning herein, in the Agreement or the Equity Definitions, and, following the Assignment Effective Date, Owens Corning shall remain bound hereby, by the Agreement and by the Equity Definitions to comply with and fulfill and make all such representations, warranties, agreements and covenants and be the only entity liable or responsible for breaches thereof. Each reference in this Confirmation or the Agreement to “Counterparty” shall mean, (i) prior to the Assignment Effective Date, Owens Corning and (ii) on and after the Assignment Effective Date, the Asbestos Personal Injury Trust (as defined in the Plan of Reorganization) (the “Trust”). As used herein, “Existing Plan” shall mean the Sixth Amended Joint Plan of Reorganization for Owens Corning and its Affiliated Debtors and Debtors-in-Possession, in the form filed on June 5, 2006 in the bankruptcy case of In re Owens Corning, et al, Case No. 00-03837 in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), and “Plan of Reorganization” shall mean the Existing Plan with only those revisions, modifications and amendments to the Existing Plan that Owens Corning and the Plan Proponents (as defined in the Plan of Reorganization) deem necessary or appropriate and that shall not (i) alter the capitalization of Owens Corning contemplated by the Existing Plan, (ii) materially adversely affect the obligations or rights of BSIL hereunder or (iii) cause any representation or warranty of Counterparty contained herein to be incorrect.

     This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below and supersedes all or any prior written or oral agreements in relation to the Transaction.

     The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation.

     In the event of any inconsistency between the terms of any of the documents in the following list, the terms of each document in such list shall prevail over all documents which follow such document in such list: this Confirmation, the Equity Definitions and the Agreement.

1.

This Confirmation evidences a complete binding agreement between Counterparty (subject to the approval of the Bankruptcy Court) and BSIL as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross Border) as if BSIL and Counterparty had executed an agreement on the date hereof (such agreement, the “Agreement”) in such form but without any Schedule thereto, except for (i) the election of (a) US Dollars as the Termination Currency, (b) the laws of the State of New York (without reference to choice of law doctrine) as the Governing Law and (c) “Second Method” and “Loss” for purposes of Section 6(e) of the Agreement, (ii) the identification of The Bear Stearns Companies Inc. as a Credit Support Provider with respect to BSIL, (iii) the identification of the Guarantee of The Bear Stearns Companies Inc. attached as Exhibit A hereto as a Credit Support Document with respect to BSIL and (iv) the other modifications described below.

2.

This Transaction is comprised of two Share Option Transactions, the Put and the Call. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms relating solely to the Put:
	Option Type:	Put
	Seller:	BSIL
	Buyer:	Counterparty
	Number of Options:	9,735,254; provided that such Number of Options shall be reduced by the number of any Options exercised under the Call as of the time(s) of such exercise(s) under the Call.
	Strike Price:	USD 25.00
General Terms relating solely to the Call:
	Option Type:	Call
	Seller:	Counterparty
	Buyer:	BSIL
	Number of Options:	9,735,254; provided that such Number of Options shall be reduced by the number of any Options exercised under the Put as of the time(s) of such exercise(s) under the Put.
	Strike Price:	USD 37.50

General Terms relating to each of the Put and the Call:
	Trade Date:	July 7, 2006
	Option Style:	American
	Shares:	The common shares of Owens Corning to be issued on the Effective Date (as defined in the Plan of Reorganization).
	Issuer:	Owens Corning
	Option Entitlement:	One Share per Option
	Premium:	Not Applicable
	Premium Payment Date:	Not Applicable
	Exchange:	The exchange or quotation system on which the Shares are publicly quoted, traded or listed on the Effective Date.
	Related Exchange(s):	All Exchanges
Procedures for Exercise:
	Commencement Date:	The Scheduled Trading Day immediately following the date, if any, on which all the Conditions Precedent (as defined below) are fulfilled; provided that the Commencement Date shall not occur prior to January 1, 2007 or later than the Scheduled Trading Day following the Outside Commencement Date.
	Outside Commencement Date:	January 8, 2007; provided that if the FAIR Act (as defined in the Plan of Reorganization) has been enacted into law on or prior to the Trigger Date (as defined in Section 3(ii) hereof), but has been challenged in a court of competent jurisdiction on or prior to March 31, 2007, the Outside Commencement Date shall be March 27, 2010.
	Expiration Time:	At the Scheduled Closing Time on the relevant Exercise Date
	Expiration Date:	Means,
		with respect to the Put, the date which is three months after the Commencement Date, or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day; and
		with respect to the Call, the date which is twelve months after the Commencement Date, or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day.

Multiple Exercise:	Applicable
Minimum Number of Options:	500,000
Maximum Number of Options:	All the Options remaining unexercised
Integral Multiple:	50,000
Automatic Exercise:	Applicable
In-the-Money:	Means, (i) in respect of a Call, that the Reference Price is greater than the Strike Price of the Call; and; (ii) in respect of a Put, that the Reference Price is less than the Strike Price of the Put.
BSIL’s Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of Giving Notice:	Partrick Dempsey Bear, Stearns International Limited One Canada Square London E14 5AD United Kingdom 1-212-272-4805 (ph) 1-212-272-4022 (fax)
Counterparty’s Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of Giving Notice:	With respect to Owens Corning, Michael Thaman Stephen Krull Owens Corning One Owens Corning Parkway Toledo, Ohio 43659 (419) 248-8000 (ph) (419) 248-8445 (fax) mike.thaman@owenscorning.com stephen.k.krull@owenscorning.com
	With respect to the Trust, the Telephone Number and/or Facsimile Number and Contact Details shall be provided by the Trust to BSIL in writing on the Assignment Effective Date.
Reference Price:	Notwithstanding Section 3.4(d) of the Equity Definitions, the Reference Price will be (i) if the Exchange is the New York Stock Exchange or the American Stock Exchange, the price per Share as of the Expiration Time on the Expiration Date as reported in the official real-time price dissemination mechanism for the relevant Exchange and (ii) if the Exchange is The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or one of their respective successors), the NASDAQ Official Closing Price (NOCP) on the Expiration Date as reported in the official price determination mechanism for such Exchange.

Settlement Terms:
	Physical Settlement:	Applicable
	Settlement Currency:	US Dollars
	Settlement Method Election:	Not Applicable
Adjustments Applicable to the Transaction:
	Method of Adjustment:	Calculation Agent Adjustment; provided that none of the transactions that are expressly provided for in the Plan of Reorganization to effectuate the Plan of Reorganization shall trigger an Adjustment.
Extraordinary Events:
	New Shares:	In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or the NASDAQ Capital Market (or their respective successors)”.
Consequences of Merger Events:
	Share-for-Share:	Alternative Obligation
	Share-for-Other:	To the extent that the Put or Call remains unexercised as of the Merger Date in respect of a Merger Event, the Transaction will be terminated as of such time and, notwithstanding anything to the contrary contained in this Confirmation, the Agreement or the Equity Definitions, neither Counterparty nor BSIL shall be required to make any payment or any delivery in respect of the portion of the Put or Call that has not been exercised prior to the Merger Date.
	Share-for-Combined:	Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, if a Merger Event occurs for which the Other Consideration received by the shareholders of the Issuer includes any Excluded Consideration (as defined below), to the extent that the Put or Call remains unexercised at the closing of a Merger Event, the Transaction will be terminated as of such time and neither Counterparty nor BSIL shall be required to make any payment or any delivery in respect of the portion of the Put or Call that has not been exercised prior to the Merger Date. “Excluded Consideration” shall mean anything other than US Dollars, New Shares or Public Securities Consideration (as defined below).
		Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, subject to the immediately succeeding paragraph, if a Merger Event occurs, for which

	the consideration received by shareholders of the Issuer includes only (a) cash and/or Public Securities Consideration (as defined below) and (b) New Shares, then (i) the Strike Price for the Put and the Call shall, effective on the Merger Date in respect of such Merger Event, be reduced by the sum of the amount of any cash and the market price of any Public Securities Consideration, as determined by the Calculation Agent, received by Counterparty in such Merger Event in respect of one Share; provided, however, that the Strike Price shall never be reduced to less than zero, and (ii) the consequences set forth above opposite Share-for-Share shall apply to that portion of the consideration that consists of New Shares as determined by the Calculation Agent. “Public Securities Consideration” shall mean any securities (other than New Shares) quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market or any other publicly traded security for which a quotation is available on TRACE or another similar pricing service, as determined by the Calculation Agent.
	Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, for purposes of the Put, in the event that shareholders of the Issuer are entitled to make an election with respect to the type of consideration to be received in a Share-for-Combined Merger Event of the type described in the two immediately preceding paragraphs, the consideration for each Share shall be deemed to be the per Share consideration received with respect to a plurality of the Shares in the Merger Event. In such event, Owens Corning shall provide BSIL with prompt notice of such consideration (which covenant shall remain a covenant of Owens Corning even after assignment of this Transaction to the Trust) for the Shares. For purposes of the Call, the consideration for the Shares in a Share-for-Combined Merger Event shall be deemed to be the actual consideration received by Counterparty.
Tender Offer:	Not Applicable
Composition of Combined Consideration:	Not Applicable and, notwithstanding anything to the contrary contained herein, in the Agreement or in the Equity Definitions, Section 12.5(b) of the Equity Definitions shall not be applicable.
Nationalization, Insolvency or Delisting:	Upon a Nationalization, Insolvency or Delisting Event, the Transaction shall continue as if any such event had not occurred.
Cross Default:	The “Cross-Default” provisions of Section 5(a)(vi) of the Agreement shall apply to BSIL and the Trust; “Threshold Amount” shall mean (i) in respect of BSIL and its Credit Support Provider, an amount equal to three percent of the shareholders’ equity of The Bear Stearns Companies Inc., determined in accordance with generally accepted accounting

		principles in the United States of America and (ii) in respect of the Trust, an amount equal to three percent of the excess of the Trust’s assets over its indebtedness for borrowed money, determined in accordance with generally accepted accounting principles in the United States of America; “Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement.
Credit Event Upon Merger:		Applicable to BSIL; provided, however, that if the resulting, surviving or transferee entity has long term, unsecured and unsubordinated indebtedness or deposits which is or are publicly rated (such rating, a “Credit Rating”) by Moody’s Investor Services, Inc. or any successor thereto (“Moody’s”), Standard and Poors Ratings Group or any successor thereto (“S&P”) or any other internationally recognized rating agency (“Other Rating Agency”), then the words “materially weaker” in line 6 of Section 5(b)(iv) of the Agreement shall mean that the Credit Rating (as defined below) of such party (or, if applicable, the Credit Support Provider of such party) shall be rated lower than Baa3 by Moody’s or lower than BBB- by S&P or, in the event that there is no Credit Rating by either Moody’s or S&P applicable to such party (or, if applicable, the Credit Support Provider of such party) but such party’s long-term indebtedness or deposits is or are rated by any Other Rating Agency, lower than a rating equivalent to the foregoing by such Other Rating Agency.
Additional Disruption Events:		No Additional Disruption Events shall apply to the Transaction or this Confirmation except a Change in Law (as defined herein). If a Change in Law occurs and either party elects to terminate the Transaction pursuant to Section 12.9(b)(i) of the Equity Definitions, then such termination shall apply to this Transaction in its entirety and may not apply solely to the Put or solely to the Call.
	Insolvency Filing:	Not Applicable
	Change in Law:	The definition of “Change in Law” in Section 12.9(a)(ii) of the Equity Definitions shall be amended to delete “(X)” in the sixth line thereof and to delete “, or (Y) it will incur a materially increased cost in performing its obligations under such Transaction (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position)”.
	Determining Party:	BSIL
Non-Reliance:		Applicable
Agreements and Acknowledgments Regarding Hedging Activities:		Applicable
Additional Acknowledgments:		Applicable

3. CONDITIONS PRECEDENT

     Each of the following shall be a condition precedent (the “Conditions Precedent”) to the effectiveness of this Transaction:

(i)	The Effective Date (as defined in the Plan of Reorganization) shall have occurred;
(ii)	The FAIR Act shall not have been enacted and become law on or before the date that is ten (10) days after the conclusion of the 109th United States Congress (the “Trigger Date”); or if the FAIR Act has been enacted and become law prior to the Trigger Date, but has been challenged in a court of competent jurisdiction on or before March 31, 2007, such challenge ultimately succeeds pursuant to a non-appealable final order of such court resulting in the FAIR Act no longer being in effect;
(iii)	Owens Corning has delivered to the Trust the 28.2 million Reserved New OCD Shares (as defined in the Plan of Reorganization) on or prior to the Outside Commencement Date, and all such Shares shall have been validly issued, fully paid, non-assessable and free and clear of all taxes, liens pre-emptive rights, rights of first refusal, subscription and similar rights except that such Shares shall be subject to put and call agreements contemplated by the Plan of Reorganization, including this Confirmation;
(iv)	The Shares shall have been publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or their respective successors);
(v)	Owens Corning shall have sold 72.9 million Shares for aggregate cash proceeds of at least USD 2.187 billion; and
(vi)	The Trust has provided to BSIL by no later than five Scheduled Trading Days following the Effective Date, (i) an executed counterpart of this Confirmation and (ii) an opinion of counsel to the effect of the matters set forth in Exhibit C hereto, provided that such opinion may be subject to customary exceptions reasonably acceptable to BSIL (collectively, the “Document Delivery Condition”);

If (i) this Confirmation has not been approved by the Bankruptcy Court on or prior to the entry of the Confirmation Order (as defined in the Plan of Reorganization) in respect of the Plan of Reorganization; (ii) the FAIR Act has been enacted and becomes law prior to the Trigger Date, but has not been challenged in a court of competent jurisdiction on or before March 31, 2007; or (iii) any of the above Conditions Precedent are not fulfilled prior to the Outside Commencement Date, then this Transaction shall terminate for no value and neither party shall have any rights or obligations hereunder.

4. DIVIDEND ADJUSTMENTS

     If at any time during the period from and excluding the Effective Date (as defined in the Plan of Reorganization), to and including the Expiration Date, an ex-dividend date for which a cash dividend relates (regardless of when paid by the Issuer to holders of the Shares) occurs with respect to the Shares (an “Ex-Dividend Date”) and that dividend is greater than the Regular Dividend (as defined below) on a per Share basis, then the Forward Dividend Adjustment Value of the difference between the per Share cash dividend corresponding to that Ex-Dividend Date and the Regular Dividend shall be subtracted from the Put Strike Price and the Call Strike Price, effective as of such Ex-Dividend Date. “Regular Dividend” shall mean USD 0.18 per Share per quarter.

     For purposes hereof, “Forward Dividend Adjustment Value” with respect to a cash dividend paid on the Shares shall be calculated from the Ex-Dividend Date through and including the Expiration Date using an interest rate equal to the mid-market interpolated US dollar zero coupon swap rate with a maturity corresponding to the Expiration Date as determined by BSIL.

5. PARTIAL OR WHOLE SETTLEMENT DELAYS

     Notwithstanding any other provisions hereof, BSIL shall not be entitled to receive Shares or any other class of voting securities of the Issuer (whether in connection with the purchase of Shares on any Settlement Date or otherwise) (i) to the extent (but only to the extent) that, after such receipt, BSIL would directly or indirectly beneficially own (as such term is defined for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) in excess of 8.0% of the outstanding Shares or any other class of voting securities of the Issuer or (ii) if any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall not have expired or been terminated with respect to the acquisition of Shares hereunder (the “HSR Condition”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that after such delivery (i) BSIL would directly or indirectly so beneficially own in excess of 8.0% of the outstanding Shares or any other class of voting securities of the Issuer or (ii) the HSR Condition has not been satisfied, as the case may be. If any delivery owed to BSIL hereunder is not made, in whole or in part, as a result of this provision, the Trust’s obligation to make such delivery shall not be extinguished and the Trust shall make such delivery as promptly as practicable after, but in no event later than one Clearance System Business Day after, BSIL gives notice to the Trust that after such delivery (i) BSIL would not directly or indirectly so beneficially own in excess of 8.0% of the outstanding Shares or any other class of voting securities of the Issuer or (ii) the HSR Condition has been satisfied, as the case may be. BSIL shall pay the Strike Price to the Trust not later than the Settlement Date with respect to any Options exercised on the same basis as if the Trust made delivery of the Shares upon such exercise even if delivery of the Shares does not take place by such Settlement Date due to the applicability of this Section 5. In the event that the delivery of Shares cannot be made due to the HSR Condition not being satisfied, at the request of BSIL, the Trust shall enter into a customary and reasonable escrow arrangement relating to the Shares compliant with the HSR Act and any other legal or regulatory requirements. BSIL and Owens Corning (i) shall use reasonable best efforts to prepare and file all necessary documentation and to effect all applications that are necessary or advisable under the HSR Act so that the applicable waiting period shall have expired or been terminated thereunder with respect to the acquisition of Shares hereunder and (ii) shall not take any action that is intended or reasonably likely to materially impede or delay the ability of the parties to obtain any necessary approvals required for the transactions contemplated hereunder; provided that no such actions shall be required if BSIL determines that the acquisition of Shares hereunder would not be reasonably expected to require a filing under the HSR Act.

6. TRANSFER OR ASSIGNMENT

     Counterparty may not transfer any of its rights or obligations under this Transaction without the prior written consent of BSIL, except for the assignment to the Trust described above. Notwithstanding anything to the contrary in the Agreement, BSIL may transfer or assign all or any portion of its rights or obligations under this Transaction without the consent of Counterparty to either (i) any of BSIL’s affiliates provided that the obligations of such affiliate hereunder and under the Agreement are wholly and unconditionally guaranteed, prior to any transfer or assignment, by The Bear Stearns Companies Inc. in a form acceptable to the Trust or (ii) any party specified on Schedule 1 hereto with a Credit Rating (as defined herein) that is, at the time of the relevant transfer, (a) A or higher by S&P or (b) A1 or higher by Moody’s; provided, that any such transferee or assignee shall be subject to the requirements (i) to make the representation set forth in Section 7(e) hereof and (ii) to deliver any Tax forms reasonably requested by Counterparty; provided, also, that if such transferee or assignee is a Broker (as defined in 3(a)(4) of the Exchange Act) or a Dealer (as defined in 3(a)(5) of the Exchange Act), BSIL may only transfer or assign rights or obligations under this Transaction to such transferee or assignee with the prior written consent of the Counterparty, and, prior to the Assignment Effective Date, the FCR and C&D (as defined below), such consent not to be unreasonably withheld. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing BSIL to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, BSIL may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform BSIL’s obligations in respect of this Transaction and any such designee may assume such obligations. BSIL shall be discharged of its obligations to Counterparty solely to the extent of any such performance.

     For purposes of the foregoing, the “Credit Rating” of a party means the rating of a party assigned by either S&P or Moody’s to such party’s long term, unsecured and unsubordinated indebtedness or deposits.

7. ADDITIONAL TERMS

     (a) Additional Termination Events: It shall constitute an Additional Termination Event where this Transaction is the sole Affected Transaction and Counterparty shall be deemed to be the sole Affected Party, if Counterparty shall have been dissolved, wound-up, liquidated or terminated or, from and after the Assignment Effective Date, in the case of the Trust, the Trust does not have any duly appointed trustees to control the exercise of the powers, authorities and discretions of the Trust.

     (b) Calculation Agent: BSIL

     (c) Delivery of Documents:

     Counterparty agrees that:

(i)	Counterparty shall deliver to BSIL, promptly following a request by BSIL or an affiliate of BSIL, all documents it may reasonably request relating to the existence of Counterparty and the authority of Counterparty with respect to the Agreement and this Confirmation, all in form and substance reasonably satisfactory to BSIL;
(ii)	Owens Corning shall, on or prior to the seventh day after the Trade Date, deliver to BSIL an opinion or opinions of counsel to the effect of the matters set forth in Exhibit B hereto, provided that such opinion may be subject to customary exceptions reasonably acceptable to BSIL;
(iii)	The Trust shall, on or prior to the Assignment Effective Date, deliver to BSIL an opinion of counsel to the effect of the matters set forth in Exhibit C hereto, provided that such opinion may be subject to customary exceptions reasonably acceptable to BSIL; and
(iv)	From and after the Assignment Effective Date, the Trust shall promptly notify BSIL of any change in the identity of any of the trustees of the Trust and shall deliver to BSIL any amendment, supplement, revocation, modification or other similar document relating to the Asbestos Personal Injury Trust Agreement (as defined in the Plan of Reorganization), promptly following the execution of any such document.

     (d) Representations in the Agreement; Additional Representations, Warranties and Agreements of Counterparty. Owens Corning hereby represents and warrants to BSIL on, and agrees with BSIL from and after, any Trade Date with respect to the Representations in the Agreement and clauses (i)(a) and (b), (ii), (iv)(a), (v), (vi), (viii), (ix) and (x) below and the Assignment Effective Date with respect the Representations in the Agreement and clauses (i)(a) and (b) and (ii) below. The Trust hereby represents and warrants to BSIL on, and agrees with BSIL from and after, the Assignment Effective Date with respect to the Representations in the Agreement and clauses (i)(c), (iii), (iv)(b), (v), (vi), (vii), (viii), (ix) and (x) below.

     (i) Material Nonpublic Information

     (a) On the Assignment Effective Date, Owens Corning will not be aware of any material nonpublic information regarding the Issuer.

     (b) On any Exercise Date under the Put (other than the Expiration Date of the Put, if Options thereunder are then exercised pursuant to Automatic Exercise), if requested by BSIL, Owens Corning will promptly confirm that it is not aware of any material nonpublic information regarding the Issuer or it shall promptly publicly disclose any such material nonpublic information.

     (c) On any Exercise Date under the Put (other than the Expiration Date of the Put, if Options thereunder are then exercised pursuant to Automatic Exercise), the Trust will not be aware of any material nonpublic information regarding the Issuer obtained from a source other than the Issuer.

     (ii) Corporate Policy

          This Transaction will not violate any corporate policy of Owens Corning or other rules or regulations of Owens Corning applicable to Counterparty, including, but not limited to, Owens Corning’s window period policy.

     (iii) Reporting Obligations

          The Trust is and will be in compliance with the Trust’s reporting obligations under Section 16, Section 13(d) and Section 13(g) of the Exchange Act with respect to the securities of Owens Corning, and the Trust will provide BSIL with a copy of any report filed thereunder in respect of this Transaction promptly upon filing thereof; provided, however, that failure to make such filings on a timely basis will not trigger a breach of this representation as long as such failures are promptly cured (but in no event more than five Scheduled Trading Days after such reports are required to be filed).

     (iv) Legal Counsel

     (a) Owens Corning has been represented and advised by Sidley Austin LLP in connection with the review, negotiation and execution of this Confirmation.

     (b) The beneficiaries of the Trust have been represented and advised by Kaye Scholer LLP and Caplin & Drysdale, Chartered in connection with the review, negotiation and execution of this Confirmation.

     (v) Eligible Contract Participant

          Counterparty is an “eligible contract participant” (as such term is defined in Section 1(a)(12) of the Commodity Exchange Act, as amended (the “CEA”)) because

     it is a corporation, partnership, proprietorship, organization, trust or other entity and:

     (A) it has total assets in excess of $10,000,000;

     (B) its obligations hereunder are guaranteed, or otherwise supported by a letter of credit or keep well, support or other agreement, by an entity of the type described in Section 1a(12)(A)(i) through (iv), 1a(12)(A)(v)(I), 1a(12)(A)(vii) or 1a(12)(C) of the CEA; or

     (C) it has a net worth in excess of $1,000,000 and has entered into this Confirmation in connection with the conduct of its business or to manage the risk associated with an asset or liability owned or incurred or reasonably likely to be owned or incurred by it in the conduct of its business.

     (vi) Investment Company

          Counterparty is not required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “ICA”), or Counterparty has properly registered as an “investment company” under the ICA and, if so registered, its entry into this Confirmation does not violate the ICA.

     (vii) Trust Instrument

     The Asbestos Personal Injury Trust Agreement is governed by, and the Trust has been duly created and is validly existing and being administered under, the laws of the State of Delaware. The copy of the Asbestos Personal Injury Trust Agreement (including any amendment, supplement, form of trustee revocation or appointment or any other similar document relating thereto) provided by the Trust to BSIL is a true, complete and correct copy of the Asbestos Personal Injury Trust Agreement.

     (viii) Representations in Agreement

          For the avoidance of doubt, and without limiting any representations contained in Section 3(a)(iii) and Section 3(a)(iv) of the Agreement, Counterparty represents that the execution, delivery and performance of the Agreement and any other documentation relating to the Agreement to which it is a party do not violate or conflict with any of the terms or provisions of any stockholders’ agreement, lockup agreement, registration rights agreement or co-sale agreement binding on Counterparty or affecting Counterparty or any of its assets.

          For purposes of the representations by Owens Corning on the Trade Date, Section 3(a)(ii), Section 3(a)(iv), Section 3(a)(v) and Section 3(c) of the Agreement are hereby amended by inserting the words “, subject to the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization” prior to the semicolon or period at the end of each such clause.

          Section 3(a)(iv) of the Agreement is hereby amended by inserting the words “, except such filings as may be required under the HSR Act” immediately following the words “have been complied with”.

     (ix) Custodial Trust Company as Agent

          Counterparty acknowledges that Custodial Trust Company (“Intermediary”) has acted as agent for Counterparty solely for the purposes of arranging this Transaction with Bear Stearns. This Confirmation is being provided by Intermediary in such capacity. Upon your written request, Intermediary will furnish you with the time at which this Transaction was entered into.

     (x) Waiver of Jury Trial

          Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Transaction or the Agreement. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Transaction by, among other things, the mutual waivers and certifications herein.

     (e) Tax Representations.

     (i) Payer Representations

          For the purpose of Section 3(e) of the Agreement, each party represents to the other party that it is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 5(a)(i), 6(d)(ii) or 6(e) of the Agreement) to be made by it to the other party under the Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by another party pursuant to Section 3(f) of the Agreement, (ii) the satisfaction of the agreement of another party contained in Section 4(a)(i) or 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement and (iii) the satisfaction of the agreement of another party contained in Section 4(d) of the Agreement.

     (ii) Payee Representations

          For the purpose of Section 3(f) of the Agreement, BSIL makes the representations specified below:

     (a) BSIL is a corporation created or organized under the laws of England and Wales.

     (b) Each payment received or to be received by BSIL in connection with the Agreement will not be treated as effectively connected with the conduct of a trade or business in the United States of America by BSIL.

     (c) BSIL is (A) a “non-U.S. branch of a foreign person” as that term is used in U.S. Treasury Regulation Section 1.1441-4(a)(3)(ii) (or any applicable successor provision) and (B) a “foreign person” as that term is used in U.S. Treasury Regulation Section 1.6041-4(a)(4) (or any applicable successor provision).

     (d) BSIL is treated as a corporation for U.S. federal tax purposes.

     (e) BSIL is a resident of the United Kingdom within the meaning of the Specified Treaty, BSIL is fully eligible for the benefits of the “Business Profits” or “Industrial and Commercial Profits” provision, as the case may be, the “Interest” provision or the “Other Income” provision (if any) of the Specified Treaty with respect to any payment described in such provisions and received or to be received by it in connection with the Agreement and no such payment will be treated as attributable to a trade or business carried on by it through a permanent establishment in the United States of America. “Specified Treaty” means the income tax convention between the United States of America and United Kingdom. BSIL is not a bank that has entered into the Agreement in the ordinary course of its trade or business of making loans, as described in Section 881(c)(3)(A) (or any applicable successor provision) of the U.S. Internal Revenue Code of 1986, as amended.

     (f) BSIL shall deliver, at each time of settlement of the Put or Call and at any time thereafter reasonably requested by Counterparty, an Internal Revenue Service Form WBEN, and any successor form.

     (f) Owens Corning Defaults. In addition to any remedies afforded BSIL in connection with the Transaction, Owens Corning agrees to indemnify and hold harmless BSIL and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several (collectively, “Damages”), to which an Indemnified Person may become subject arising out of any breach of any covenant or representation or warranty made by Owens Corning in the Agreement or this Confirmation or any claim, litigation, investigation or proceeding relating thereto, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing; provided, however, that Owens Corning shall not have any liability to any Indemnified Person to the extent that such Damages are finally determined by a court of competent jurisdiction to have directly resulted from the gross negligence or willful misconduct of such Indemnified Person (and in such case, such Indemnified Person shall promptly return to Owens Corning any amounts previously expended by Owens Corning hereunder).

     Notwithstanding anything to the contrary contained in the Agreement, the Equity Definitions or this Confirmation, breach of a covenant, agreement, obligation or representation or warranty of or by Owens Corning or the failure of Owens Corning to make any delivery required hereby shall not give rise to a right of BSIL to terminate the Transaction or any liability to the Trust or entitle any person or entity to any damages, payments or performance from the Trust.

     Notwithstanding anything to the contrary contained in the Agreement, the Equity Definitions or this Confirmation, breach of a covenant or representation or warranty by the Trust or the failure of the Trust to make any delivery required hereby shall not give rise to any liability to Owens Corning or entitle any person or entity to any damages or payments from Owens Corning.

     (g) Delivery of Unregistered Shares. Notwithstanding Section 9.11 of the Equity Definitions, the parties hereto acknowledge and agree that the Shares to be delivered by the Trust upon exercise of the Put or Call will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or registered or qualified under any applicable state or foreign securities laws. BSIL represents, warrants and agrees on the date hereof, on the Assignment Effective Date and on each date on which the Put or Call is exercised that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act and that it will transfer the

Shares delivered by the Trust upon exercise of the Put or Call only pursuant to a registration statement under the Securities Act or in a transaction exempt from registration under the Securities Act.

     (h) Corporate Restructuring Contemplated in Plan of Reorganization. The Existing Plan contemplates that, on the Effective Date, Owens Corning intends to effect a restructuring plan which would organize Owens Corning and its subsidiaries along Owens Corning’s major business lines. This restructuring plan may result in the creation of a new Delaware company to serve as the parent corporation and holding company for Owens Corning and its subsidiaries (“Holdco”). To the extent that such plan to create the Holdco structure is effected with the approval of the Bankruptcy Court, Owens Corning and BSIL shall make appropriate modifications to this Confirmation to reflect the Holdco structure, subject to the prior written consent (such consent not to be unreasonably withheld) of the Future Claimants Representative (as defined in the Plan of Reorganization)(the “FCR”) and Caplin & Drysdale, Chartered (“C&D”), as counsel to the Official Creditors Committee Representing Holders of Asbestos Claims.

     (hh) Additional Representation of BSIL. BSIL hereby represents to Counterparty that it is (i) neither a U.S. Broker (as defined in 3(a)(4) of the Exchange Act) nor a U.S. Dealer (as defined in 3(a)(5) of the Exchange Act), (ii) not registered under Section 15 of the Exchange Act and (iii) not a member of the National Association of Securities Dealers, Inc.

     (i) Consent Required for Amendments Prior to Assignment Effective Date. No amendments, modifications, alterations or waivers (except as provided in clause (h) above) shall be made hereto prior to the Assignment Effective Date without the prior written consent of the FCR and C&D.

     (j) Third Party Beneficiaries. Until the Assignment Effective Date, the FCR and C&D are intended third party beneficiaries of the Agreement and hereof and are entitled to enforce their rights and the rights of the Trust thereunder and hereunder as if they were parties thereto and hereto.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it by mail or facsimile transmission to the fax number indicated above.

Very truly yours,
BEAR STEARNS INTERNATIONAL LIMITED
By:	/s/ Bruce W. Jaeger
	Name: Bruce W. Jaeger
	Title: Senior Managing Director

Confirmed as of the date first above written:

OWENS CORNING
By:	/s/ Michael Thaman
	Name:
	Title:
Confirmed as of the Assignment Effective Date:
ASBESTOS PERSONAL INJURY TRUST
By:	/s/ Dean M. Trafelet
	Name: Dean M. Trafelet
	Title: Managing Trustee

Exhibit A

FORM OF GUARANTY

          GUARANTY, dated as of July 7, 2006 by THE BEAR STEARNS COMPANIES INC., a Delaware corporation (the “Guarantor”), in favor of each Counterparty under the Transaction referred to below (collectively, the “Beneficiary”).

1. Guaranty

(a)

Owens Corning, a Delaware corporation will initially be entering into the Transaction referred to below and will be succeeded, except to the extent otherwise provided in the Confirmation related to the Transaction, by the Asbestos Personal Injury Trust (as defined in Owens Corning’s Plan of Reorganization) and each such entity shall, for purposes of this Guaranty only, be the “Counterparty” under that Transaction (and thus the Beneficiary of this Guaranty, with all rights and privileges to enforce the same). To induce the Beneficiary to enter into a Transaction with Bear, Stearns International Limited (“BSE”) evidenced by the Confirmation dated the date hereof and the ISDA Master Agreement incorporated therein by reference each between Owens Corning and BSE (with Owens Corning to be succeeded by the Asbestos Personal Injury Trust, except to the extent otherwise provided in the Confirmation related to the Transaction) (“Master Agreement” and together with such Confirmation and any other Confirmation forming a part of that ISDA Master Agreement, the “Agreement”; terms capitalized but not otherwise defined herein being used herein as therein defined), the Guarantor irrevocably and unconditionally guarantees to the Beneficiary, its successors and permitted assigns, the prompt and complete payment and performance by BSE, on demand, of any amount due and payable to the Beneficiary from time to time under the Agreement, subject to any applicable grace period thereunder (the “Obligations”).

(b)

The Guarantor hereby waives acceptance (or notice of acceptance) of this Guaranty, diligence, promptness, presentment, demand on BSE for payment or performance, protest of nonpayment and all notices of any kind. In addition, the Guarantor’s obligations hereunder shall not be affected by the existence, validity, enforceability, perfection, or extent of any collateral therefor. The Beneficiary shall not be obligated to proceed against BSE before claiming under this Guaranty nor to file any claim relating to the Obligations in the event that BSE becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Beneficiary so to file shall not affect the Guarantor’s obligations hereunder. The Guarantor agrees that its obligations under this Guaranty constitute a guaranty of payment and not of collection.

2.	Consents, Waivers and Renewals
	The Guarantor agrees that the Beneficiary, may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the Guarantor, extend the time of payment of, exchange or surrender any collateral for, or renew any of the Obligations, and may also make any agreement with BSE or with any other party to or person liable on any of the Obligations, or interested therein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Beneficiary and BSE or any such other party or person, without in any way impairing or affecting this Guaranty. The Guarantor agrees that the Beneficiary may resort to the Guarantor for payment or performance of any of the Obligations, whether or not the Beneficiary shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Obligations.
3.	Expenses
	The Guarantor agrees to pay on demand all out-of-pocket expenses (including without limitation the reasonable fees and disbursements of Beneficiary’s counsel) incurred in the enforcement or protection of the rights of the Beneficiary hereunder; provided that the Guarantor shall not be liable for any expenses of the Beneficiary if no payment under this Guaranty is due.

4.	Subrogation
	The Guarantor will not exercise any rights which it may acquire by way of subrogation until all Obligations to the Beneficiary shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the preceding sentence, such amount shall be held for the benefit of the Beneficiary and shall forthwith be paid to the Beneficiary to be credited and applied to the Obligations, whether matured or unmatured. Subject to the foregoing, upon payment and performance of all the Obligations in full, the Guarantor shall be subrogated to the rights of the Beneficiary against BSE and the Beneficiary agrees to take at the Guarantor’s expense such steps as the Guarantor may reasonably request to implement such subrogation.
5.	Cumulative Rights
	No failure on the part of the Beneficiary to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Beneficiary of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Beneficiary or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Beneficiary from time to time or at any time.
6.	Representations and Warranties

(a)	The Guarantor is a corporation duly existing under the laws of the State of Delaware.
(b)	The execution, delivery and performance of this Guaranty have been duly authorized by all necessary corporate action and do not conflict with any provision of law or any regulation or of the Guarantor’s charter or by-laws or of any agreement binding upon it.
(c)	No consent, licenses, approvals and authorizations of and registrations with or declarations to any governmental authority are required in connection with the execution, delivery and performance of this Guaranty.
(d)	This Guaranty constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

7.	Continuing Guaranty
	This Guaranty shall remain in full force and effect and be binding upon the Guarantor and its successors and permitted assigns, and inure to the benefit of the Beneficiary and its successors and permitted assigns, until all of the Obligations have been satisfied in full. In the event that any payment by BSE in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder in respect of such Obligations as if such payment had not been made.
8.	Notices
	All notices in connection with this Guaranty shall be deemed effective, if in writing and delivered in person or by courier, on the date delivered to the following address (or such other address which the Guarantor shall notify the Beneficiary of in writing):

THE BEAR STEARNS COMPANIES INC.
383 Madison Avenue, New York, New York 10179
Attention: Derivatives — 4th Floor
With a copy to: Legal — 6th Floor

9.	Governing Law
	This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to choice of law doctrine.
10.	Forum

	With respect to any suit, action or proceedings relating to this Guaranty (“Proceedings”), the Guarantor irrevocably:
(i)	submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York, New York, and
(ii)	waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

11. Amendment.

Neither this Guaranty nor any provision hereof may be changed, waived, amended or discharged or terminated without the consent of the Beneficiary whose interests would be thereby affected and, prior to the effective date of the Owens Corning Plan of Reorganization, without the prior written consent of the Future Claimants’ Representative (as defined in the Owens Corning Plan of Reorganization) and Caplin & Drysdale, chartered, as counsel to the Official Creditors Committee Representing Holders of Asbestos Claims (as defined in the Owens Corning Plan of Reorganization).

          IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered by the Guarantor to the Beneficiary as of the date first above written.

THE BEAR STEARNS COMPANIES INC.
By:
	NAME:
	Title:

EXHIBIT B

FORM OF LEGAL OPINION FOR ISSUER

1. Owens Corning is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation.

2. Subject to the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, Owens Corning has all corporate power to enter into this Confirmation and to consummate the transactions contemplated hereby. This Confirmation has been duly authorized and validly executed and delivered by Owens Corning and, upon the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, will constitute a valid and legally binding obligation of Owens Corning enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and other laws affecting creditors generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3. The execution and delivery by Owens Corning of, and, upon the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, the performance by Owens Corning of its obligations under, this Confirmation and the consummation of the transactions herein contemplated, do not conflict with or violate (x) any provision of the certificate of incorporation or by-laws of Owens Corning, (y) any order or judgment of any court or governmental agency or body having jurisdiction over Owens Corning or any of Owens Corning’s assets or (z) any material contractual restriction binding on or affecting Owens Corning or any of its assets.

4. Upon the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, all governmental and other consents that are required to have been obtained by Owens Corning with respect to performance, execution and delivery of this Confirmation will have been obtained and will be in full force and effect and all conditions of any such consents will have been complied with, other than such consents which, if not obtained, will not individually or in the aggregate have a material adverse effect on Owens Corning or on the ability of Owens Corning to complete the transactions contemplated by this Confirmation.

EXHIBIT C

FORM OF LEGAL OPINION FOR TRUST

1. The Trust is duly organized and validly existing as a Delaware statutory trust in good standing under the laws of Delaware.

2. The Trust has all trust power to enter into this Confirmation and to consummate the transactions contemplated hereby and to deliver the Shares in accordance with the terms hereof. This Confirmation has been duly authorized and validly executed and delivered by the Trust and constitutes a valid and legally binding obligation of the Trust enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and other laws affecting creditors generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SCHEDULE 1

LIST OF PERMISSIBLE BSIL TRANSFEREES/ASSIGNEES

1.	Bank of America, N.A.
2.	Deutsche Bank AG
3.	JPMorgan Chase Bank, N.A.
4.	Lehman Brothers OTC Derivatives Inc.; provided, however, that such entity is a permissible transferee only if its obligations are guaranteed, prior to any transfer or assignment, by Lehman Brothers Holdings Inc. in a form acceptable to the Trust.

FORM OF GUARANTY

          GUARANTY, dated as of July 7, 2006 by THE BEAR STEARNS COMPANIES INC., a Delaware corporation (the “Guarantor”), in favor of each Counterparty under the Transaction referred to below (collectively, the “Beneficiary”).

1. Guaranty

(a)

Owens Corning, a Delaware corporation will initially be entering into the Transaction referred to below and will be succeeded, except to the extent otherwise provided in the Confirmation related to the Transaction, by the Asbestos Personal Injury Trust (as defined in Owens Corning’s Plan of Reorganization) and each such entity shall, for purposes of this Guaranty only, be the “Counterparty” under that Transaction (and thus the Beneficiary of this Guaranty, with all rights and privileges to enforce the same). To induce the Beneficiary to enter into a Transaction with Bear, Stearns International Limited (“BSE”) evidenced by the Confirmation dated the date hereof and the ISDA Master Agreement incorporated therein by reference each between Owens Corning and BSE (with Owens Corning to be succeeded by the Asbestos Personal Injury Trust, except to the extent otherwise provided in the Confirmation related to the Transaction) (“Master Agreement” and together with such Confirmation and any other Confirmation forming a part of that ISDA Master Agreement, the “Agreement”; terms capitalized but not otherwise defined herein being used herein as therein defined), the Guarantor irrevocably and unconditionally guarantees to the Beneficiary, its successors and permitted assigns, the prompt and complete payment and performance by BSE, on demand, of any amount due and payable to the Beneficiary from time to time under the Agreement, subject to any applicable grace period thereunder (the “Obligations”).

(b)

The Guarantor hereby waives acceptance (or notice of acceptance) of this Guaranty, diligence, promptness, presentment, demand on BSE for payment or performance, protest of nonpayment and all notices of any kind. In addition, the Guarantor’s obligations hereunder shall not be affected by the existence, validity, enforceability, perfection, or extent of any collateral therefor. The Beneficiary shall not be obligated to proceed against BSE before claiming under this Guaranty nor to file any claim relating to the Obligations in the event that BSE becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Beneficiary so to file shall not affect the Guarantor’s obligations hereunder. The Guarantor agrees that its obligations under this Guaranty constitute a guaranty of payment and not of collection.

2.	Consents, Waivers and Renewals
	The Guarantor agrees that the Beneficiary, may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the Guarantor, extend the time of payment of, exchange or surrender any collateral for, or renew any of the Obligations, and may also make any agreement with BSE or with any other party to or person liable on any of the Obligations, or interested therein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Beneficiary and BSE or any such other party or person, without in any way impairing or affecting this Guaranty. The Guarantor agrees that the Beneficiary may resort to the Guarantor for payment or performance of any of the Obligations, whether or not the Beneficiary shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Obligations.
3.	Expenses
	The Guarantor agrees to pay on demand all out-of-pocket expenses (including without limitation the reasonable fees and disbursements of Beneficiary’s counsel) incurred in the enforcement or protection of the rights of the Beneficiary hereunder; provided that the Guarantor shall not be liable for any expenses of the Beneficiary if no payment under this Guaranty is due.

4.	Subrogation
	The Guarantor will not exercise any rights which it may acquire by way of subrogation until all Obligations to the Beneficiary shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the preceding sentence, such amount shall be held for the benefit of the Beneficiary and shall forthwith be paid to the Beneficiary to be credited and applied to the Obligations, whether matured or unmatured. Subject to the foregoing, upon payment and performance of all the Obligations in full, the Guarantor shall be subrogated to the rights of the Beneficiary against BSE and the Beneficiary agrees to take at the Guarantor’s expense such steps as the Guarantor may reasonably request to implement such subrogation.
5.	Cumulative Rights
	No failure on the part of the Beneficiary to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Beneficiary of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Beneficiary or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Beneficiary from time to time or at any time.
6.	Representations and Warranties

(a)	The Guarantor is a corporation duly existing under the laws of the State of Delaware.
(b)	The execution, delivery and performance of this Guaranty have been duly authorized by all necessary corporate action and do not conflict with any provision of law or any regulation or of the Guarantor’s charter or by-laws or of any agreement binding upon it.
(c)	No consent, licenses, approvals and authorizations of and registrations with or declarations to any governmental authority are required in connection with the execution, delivery and performance of this Guaranty.
(d)	This Guaranty constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

7.	Continuing Guaranty
	This Guaranty shall remain in full force and effect and be binding upon the Guarantor and its successors and permitted assigns, and inure to the benefit of the Beneficiary and its successors and permitted assigns, until all of the Obligations have been satisfied in full. In the event that any payment by BSE in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder in respect of such Obligations as if such payment had not been made.
8.	Notices
	All notices in connection with this Guaranty shall be deemed effective, if in writing and delivered in person or by courier, on the date delivered to the following address (or such other address which the Guarantor shall notify the Beneficiary of in writing):

THE BEAR STEARNS COMPANIES INC.
383 Madison Avenue, New York, New York 10179
Attention: Derivatives — 4th Floor
With a copy to: Legal — 6th Floor

9.	Governing Law
	This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to choice of law doctrine.
12.	Forum

	With respect to any suit, action or proceedings relating to this Guaranty (“Proceedings”), the Guarantor irrevocably:
(iii)	submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York, New York, and
(iv)	waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

13. Amendment.

Neither this Guaranty nor any provision hereof may be changed, waived, amended or discharged or terminated without the consent of the Beneficiary whose interests would be thereby affected and, prior to the effective date of the Owens Corning Plan of Reorganization, without the prior written consent of the Future Claimants’ Representative (as defined in the Owens Corning Plan of Reorganization) and Caplin & Drysdale, chartered, as counsel to the Official Creditors Committee Representing Holders of Asbestos Claims (as defined in the Owens Corning Plan of Reorganization).

          IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered by the Guarantor to the Beneficiary as of the date first above written.

THE BEAR STEARNS COMPANIES INC.
By:	/s/ Jeffrey M. Lipman
	Name:	Jeffrey M. Lipman
	Title:	Authorized Signatory

EX-99.6

Exhibit 6

FIRST AMENDMENT
TO THE LETTER AGREEMENT

          FIRST AMENDMENT dated as of October 27, 2006 (the “Amendment”), by and among Owens Corning (Reorganized) Inc., a Delaware corporation (“New Owens Corning”), Owens Corning, a Delaware corporation (as debtor-in-possession, and as a reorganized debtor, “OCD”), and Deutsche Bank AG, London Branch (“Deutsche”). Each capitalized term used but not defined in this Amendment shall have the meaning given to it in the Confirmation (as defined below).

RECITALS

     WHEREAS, OCD and Deutsche have heretofore executed and delivered a Letter Agreement, dated as of July 7, 2006 (the “Confirmation”), between OCD and Deutsche, pursuant to which Deutsche and OCD agreed to certain share option transactions as described therein, subject to the terms, conditions and limitations set forth in the Confirmation;

     WHEREAS, on July 10, 2006, OCD and certain of its subsidiaries filed a proposed Sixth Amended Joint Plan of Reorganization (as Modified) with the United States Bankruptcy Court for the District of Delaware;

     WHEREAS, as contemplated by the Plan of Reorganization, OCD intends to effect a restructuring plan which would organize OCD and its subsidiaries along OCD’s major business lines in connection with which New Owens Corning was created to serve as the parent corporation and holding company for OCD and its subsidiaries;

     WHEREAS, pursuant to Section 7(h) of the Confirmation, the parties to the Confirmation agreed to make appropriate modifications to the Confirmation to reflect that the Holdco structure, subject to the prior written consent (such consent not to be unreasonably withheld) of the FCR and C&D.

AGREEMENTS

          NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties and covenants set forth herein and in the Confirmation, and other good and valuable consideration, the parties hereto hereby agree as follows:

ARTICLE I
AMENDMENTS

          1.1 Amendment to Introductory Paragraphs .

               1.1.1 The first paragraph of the Confirmation is hereby amended by replacing the first and second sentences of the first paragraph of the Confirmation with the following:

     The purpose of this letter agreement (as amended, this “Confirmation”) is to confirm the terms and conditions of the Transaction (the “Transaction”) entered into between you, Owens Corning, a Delaware corporation to be renamed Owens Corning Sales, Inc. on the Effective Date (as defined in the Plan of Reorganization) (as a debtor-in-possession and a reorganized debtor, as applicable (“OCD”)), subject to the approval of the Bankruptcy Court (as defined below), and Deutsche Bank AG acting through its London branch (“Deutsche”) on the Trade Date specified below (the “Transaction”); pursuant to the First Amendment to the Letter Agreement, dated as of October 27, 2006, among New Owens Corning (as defined below), OCD and Deutsche, New Owens Corning became a party to this Confirmation. Deutsche, OCD and New Owens Corning agree that upon the date on which the Document Delivery Condition (as defined below) is fulfilled (the “Assignment Effective Date”), OCD’s and New Owens Corning’s rights and obligations hereunder shall be automatically assigned to and assumed by the Trust (as defined below); provided, that the Trust shall not make, assume or be obligated or liable for any of the representations, warranties, agreements or covenants of or by OCD or New Owens Corning herein, in the Agreement or the Equity Definitions, and, following the Assignment Effective Date, OCD and New Owens Corning

shall remain bound hereby, by the Agreement and by the Equity Definitions to comply with and fulfill and make all such representations, warranties, agreements and covenants and be the only entities liable or responsible for breaches thereof.

               1.1.2 The following paragraph shall be added as the new second paragraph of the Confirmation:

     Each reference in this Confirmation or the Agreement to “Owens Corning” shall mean (i) prior to the Effective Date, OCD and (ii) on and after the Effective Date, Owens Corning (Reorganized) Inc., a Delaware corporation to be renamed Owens Corning on the Effective Date (“New Owens Corning”), except that the first three references in the last sentence of the introductory paragraph of the Confirmation shall at all times refer to OCD.

               1.1.3 The second paragraph of paragraph 7(f) of the Confirmation is hereby amended and restated by replacing it in its entirety with the following:

          Notwithstanding anything to the contrary contained in the Agreement, the Equity Definitions or this Confirmation, breach of a covenant, agreement, obligation or representation or warranty of or by OCD or New Owens Corning or the failure of OCD or New Owens Corning to make any delivery required hereby shall not give rise to a right of Deutsche to terminate the Transaction or any liability to the Trust or entitle any person or entity to any damages, payments or performance from the Trust.

               1.1.4 Paragraph 7(k) is hereby amended by replacing the reference therein to “clause (i)” with “clause (h)”.

               1.1.5 The signature block of the Asbestos Personal Injury Trust is hereby amended by adding the following text immediately above it:

          Confirmed as of the Assignment Effective Date.

ARTICLE II
ADDITIONAL TERMS

          2.1 Delivery of Documents . New Owens Corning and OCD shall, on or prior to the Effective Date (as defined in the Plan of Reorganization), deliver to Deutsche an opinion or opinions of counsel to the effect of the matters set forth in Exhibit A to the Confirmation with respect to this Amendment and each of New Owens Corning and OCD, provided that such opinions may be subject to customary exceptions reasonably acceptable to Deutsche.

          2.2 Representations and Warranties . New Owens Corning and OCD hereby represent and warrant to Deutsche as of the date hereof each of the Representations contained in the Agreement with respect to this Amendment and the Confirmation, as amended by this Amendment.

ARTICLE III
MISCELLANEOUS

     3.1 Effect of Amendment .. Upon the execution and delivery of this Amendment by the parties hereto and subject to the prior written consent (such consent not to be unreasonably withheld) of the FCR and C&D evidenced by their signatures below, the Amendment shall be effective; provided, that the amendments to the Confirmation set forth in Article I of this Amendment shall not become operative until the Operative Time (as defined below). At the Operative Time, the Confirmation shall be amended in accordance herewith, and this Amendment shall form a part of the Confirmation for all purposes and New Owens Corning shall become a party to the Confirmation as of the Operative Time as if originally named therein as a party thereto, except that, in the case

2

of conflict, this Amendment shall control. The Confirmation, as modified and amended by this Amendment, is hereby ratified and confirmed in all respects and all the terms, conditions and provisions thereof shall remain in full force and effect in accordance with its terms. In no event shall this Amendment affect any rights or obligations of the parties to the Confirmation arising prior to the Operative Time. The “Operative Time” shall occur simultaneously with OCD’s emergence from proceedings under the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq. on the Effective Date (as defined in the Plan of Reorganization).

          3.2 Governing Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. EACH PARTY TO THIS AMENDMENT IRREVOCABLY SUBMITS TO THE JURISDICTION OF, AND VENUE IN, THE DISTRICT COURTS OF THE UNITED STATES SITTING IN THE STATE OF NEW YORK OR THE COURTS OF THE STATE OF NEW YORK AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.

          3.3 Counterparts. This Amendment may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

          3.4 Consent Required for Amendments Prior to Assignment Effective Date . This Amendment shall be subject to the provisions of Section 7(k) of the Confirmation as if fully set forth herein.

          3.5 Third Party Beneficiaries . This Amendment shall be subject to the provisions of Section 7(l) of the Confirmation as if fully set forth herein.

          3.6 Headings . The headings in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.

[Signature Page Follows]

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     IN WITNESS WHEREOF, each of the parties has executed this Amendment as of the date first written above.

OWENS CORNING
By:	/s/Stephen K. Krull
	Name:	Stephen K. Krull
	Title:	Sr. Vice President, General Counsel & Secretary
OWENS CORNING (REORGANIZED) INC.
By:	/s/Stephen K. Krull
	Name:	Stephen K. Krull
	Title:	Sr. Vice President, General Counsel & Secretary

DEUTSCHE BANK AG, LONDON BRANCH
By:	/s/Vivian Jackson
	Name:	Vivian Jackson
	Title:	Vice President
By:	/s/Tracy Johnson
	Name:	Tracy Johnson
	Title:	Assistant Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH, acting solely as Agent in connection with the Transaction
By:	/s/Lee Frankenfeld
	Name:	Lee Frankenfeld
	Title:	Director
By:	/s/David V. Dirvin
	Name:	David V. Dirvin
	Title:	Managing Director

     IN WITNESS WHEREOF, each of FCR and C&D consent to this Amendment as of the date first written above.

FUTURE CLAIMANTS’ REPRESENTATIVE
By:	/s/James J. McMonagle
	Name:	James J. McMonagle
	Title:	FCR
CAPLIN & DRYSDALE, CHARTERED
By:	/s/Elihu Inselbuch
	Name:	Elihu Inselbuch
	Title:	Member

Deutsche Bank AG London

Winchester house

1 Great Winchester St, London EC2N 2DB

Telephone: 44 20 7545 8000

c/o Deutsche Bank AG, New York Branch

60 Wall Street

New York, NY 10005

Telephone: 212-250-5977

Facsimile: 212-797-8826

Internal Reference: [TBA]

Owens Corning
One Owens Corning Parkway
Toledo, Ohio 43659
Attn: Michael Thaman
           Stephen Krull

     The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction (the “Transaction”) entered into between you, Owens Corning, a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable (“Owens Corning”)), subject to the approval of the Bankruptcy Court (as defined below), and Deutsche Bank AG acting through its London branch (“Deutsche”) on the Trade Date specified below (the “Transaction”). Deutsche and Owens Corning agree that upon the date on which the Document Delivery Condition (as defined below) is fulfilled (the “Assignment Effective Date”), Owens Corning’s rights and obligations hereunder shall be automatically assigned to and assumed by the Trust (as defined below); provided, that the Trust shall not make, assume or be obligated or liable for any of the representations, warranties, agreements or covenants of or by Owens Corning herein, in the Agreement or the Equity Definitions, and, following the Assignment Effective Date, Owens Corning shall remain bound hereby, by the Agreement and by the Equity Definitions to comply with and fulfill and make all such representations, warranties, agreements and covenants and be the only entity liable or responsible for breaches thereof. Each reference in this Confirmation or the Agreement to “Counterparty” shall mean, (i) prior to the Assignment Effective Date, Owens Corning and (ii) on and after the Assignment Effective Date, the Asbestos Personal Injury Trust (as defined in the Plan of Reorganization) (the “Trust”). As used herein, “Existing Plan” shall mean the Sixth Amended Joint Plan of Reorganization for Owens Corning and its Affiliated Debtors and Debtors-in-Possession, in the form filed on June 5, 2006 in the bankruptcy case of In re Owens Corning, et al, Case No. 00-03837 in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), and “Plan of Reorganization” shall mean the Existing Plan with only those revisions, modifications and amendments to the Existing Plan that Owens Corning and the Plan Proponents (as defined in the Plan of Reorganization) deem necessary or appropriate and that shall not (i) alter the capitalization of Owens Corning contemplated by the Existing Plan, (ii) materially adversely affect the obligations or rights of Deutsche hereunder or (iii) cause any representation or warranty of Counterparty contained herein to be incorrect.

     This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below and supersedes all or any prior written or oral agreements in relation to the Transaction.

Chairman of the Supervisory Board: Rolf-E Breuer Board of Managing Directors: Clemens Borsig, Hermann-Josef Lamberti, Josef Ackermann, Tessen von Heydebrec Deutsche Bank AG is regulated by the FSA for the conduct of designated investment business in the UK, is a member of the London Stock Exchange and is a limited liability company incorporated in the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch Registration No. in England and Wales BR000005, Registered address: Winchester House, 1 Great Winchester Street, London EC2N 2DB.

     The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation.

     In the event of any inconsistency between the terms of any of the documents in the following list, the terms of each document in such list shall prevail over all documents which follow such document in such list: this Confirmation, the Equity Definitions and the Agreement.

1. This Confirmation evidences a complete binding agreement between Counterparty (subject to the approval of the Bankruptcy Court) and Deutsche as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross Border) as if Deutsche and Counterparty had executed an agreement on the date hereof (such agreement, the “Agreement”) in such form but without any Schedule thereto, except for (i) the election of (a) US Dollars as the Termination Currency, (b) the laws of the State of New York (without reference to choice of law doctrine) as the Governing Law and (c) “Second Method” and “Loss” for purposes of Section 6(e) of the Agreement and (ii) the other modifications described below.

2. This Transaction is comprised of two Share Option Transactions, the Put and the Call. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms relating solely to the Put:
	Option Type:	Put
	Seller:	Deutsche
	Buyer:	Counterparty
	Number of Options:	9,670,782; provided that such Number of Options shall be reduced by the number of any Options exercised under the Call as of the time(s) of such exercise(s) under the Call.
	Strike Price:	USD 25.00
General Terms relating solely to the Call:
	Option Type:	Call
	Seller:	Counterparty
	Buyer:	Deutsche
	Number of Options:	9,670,782; provided that such Number of Options shall be reduced by the number of any Options exercised under the Put as of the time(s) of such exercise(s) under the Put.
	Strike Price:	USD 37.50
General Terms relating to each of the Put and the Call:
	Trade Date:	July 7, 2006
	Option Style:	American

	Shares:	The common shares of Owens Corning to be issued on the Effective Date (as defined in the Plan of Reorganization).
	Issuer:	Owens Corning
	Option Entitlement:	One Share per Option
	Premium:	Not Applicable
	Premium Payment Date:	Not Applicable
	Exchange:	The exchange or quotation system on which the Shares are publicly quoted, traded or listed on the Effective Date.
	Related Exchange(s):	All Exchanges
Procedures for Exercise:
	Commencement Date:	The Scheduled Trading Day immediately following the date, if any, on which all the Conditions Precedent (as defined below) are fulfilled; provided that the Commencement Date shall not occur prior to January 1, 2007 or later than the Scheduled Trading Day following the Outside Commencement Date.
	Outside Commencement Date:	January 8, 2007; provided that if the FAIR Act (as defined in the Plan of Reorganization) has been enacted into law on or prior to the Trigger Date (as defined in Section 3(ii) hereof), but has been challenged in a court of competent jurisdiction on or prior to March 31, 2007, the Outside Commencement Date shall be March 27, 2010.
	Expiration Time:	At the Scheduled Closing Time on the relevant Exercise Date
	Expiration Date:	Means,
		with respect to the Put, the date which is three months after the Commencement Date, or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day; and
		with respect to the Call, the date which is twelve months after the Commencement Date, or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day.
	Multiple Exercise:	Applicable
	Minimum Number of Options:	1,000,000
	Maximum Number of Options:	All the Options remaining unexercised
	Integral Multiple:	1,000,000
	Automatic Exercise:	Applicable

	In-the-Money:	Means, (i) in respect of a Call, that the Reference Price is greater than the Strike Price of the Call; and; (ii) in respect of a Put, that the Reference Price is less than the Strike Price of the Put.
	Deutsche’s Telephone	Deutsche Bank AG, London Branch
	Number and Telex and/or	c/o Deutsche Bank AG, New York Branch
	Facsimile Number and Contact	Attn: Vivian L. Jackson
	Details for purpose of Giving	60 Wall Street, Floor 14
	Notice:	New York, NY 10005
		Tel: 212-250-2936
		vivian-l.jackson@db.com
		A Facsimile number shall be provided via electronic mail promptly after the date hereof.
	Counterparty’s Telephone Number and Telex and/or Facsimile Number and Contact	With respect to Owens Corning,
	Details for purpose of Giving	Michael Thaman
	Notice:	Stephen Krull
		Owens Corning
		One Owens Corning Parkway
		Toledo, Ohio 43659
		Tel: (419) 248-8000
		Fax: (419) 248-8445
		mike.thaman@owenscorning.com
		stephen.k.krull@owenscorning.com
		With respect to the Trust, as provided by the Trust to Deutsche in writing on the Assignment Effective Date.
	Reference Price:	Notwithstanding Section 3.4(d) of the Equity Definitions, the Reference Price will be (i) if the Exchange is the New York Stock Exchange or the American Stock Exchange, the price per Share as of the Expiration Time on the Expiration Date as reported in the official real-time price dissemination mechanism for the relevant Exchange and (ii) if the Exchange is The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or one of their respective successors), the NASDAQ Official Closing Price (NOCP) on the Expiration Date as reported in the official price determination mechanism for such Exchange.
Settlement Terms:
	Physical Settlement:	Applicable
	Settlement Currency:	US Dollars
	Settlement Method Election:	Not Applicable
Adjustments Applicable to the Transaction:

	Method of Adjustment:	Calculation Agent Adjustment; provided that none of the transactions that are expressly provided for in the Plan of Reorganization to effectuate the Plan of Reorganization shall trigger an Adjustment.
Extraordinary Events:
	New Shares:	In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or their respective successors)”.
Consequences of Merger Events:
	Share-for-Share:	Alternative Obligation
	Share-for-Other:	To the extent that the Put or Call remains unexercised as of the Merger Date in respect of a Merger Event, the Transaction will be terminated as of such time and, notwithstanding anything to the contrary contained in this Confirmation, the Agreement or the Equity Definitions, neither Counterparty nor Deutsche shall be required to make any payment or any delivery in respect of the portion of the Put or Call that has not been exercised prior to the Merger Date.
	Share-for-Combined:	Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, if a Merger Event occurs for which the Other Consideration received by the shareholders of the Issuer includes any Excluded Consideration (as defined below), to the extent that the Put or Call remains unexercised at the closing of a Merger Event, the Transaction will be terminated as of such time and neither Counterparty nor Deutsche shall be required to make any payment or any delivery in respect of the portion of the Put or Call that has not been exercised prior to the Merger Date. “Excluded Consideration” shall mean anything other than US Dollars, New Shares or Public Securities Consideration (as defined below).
		Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, subject to the immediately succeeding paragraph, if a Merger Event occurs, for which the consideration received by shareholders of the Issuer includes only (a) cash and/or Public Securities Consideration (as defined below) and (b) New Shares, then (i) the Strike Price for the Put and the Call shall, effective on the Merger Date in respect of such Merger Event, be reduced by the sum of the amount of any cash and the market price of any Public Securities Consideration, as determined by the Calculation Agent, received by Counterparty in such Merger Event in respect of one Share; provided, however, that the Strike Price shall never be reduced to less than zero, and (ii) the

	consequences set forth above opposite Share-for-Share shall apply to that portion of the consideration that consists of New Shares as determined by the Calculation Agent. “Public Securities Consideration” shall mean any securities (other than New Shares) quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market or any other publicly traded security for which a quotation is available on TRACE or another similar pricing service, as determined by the Calculation Agent.
	Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, for purposes of the Put, in the event that shareholders of the Issuer are entitled to make an election with respect to the type of consideration to be received in a Share-for-Combined Merger Event of the type described in the two immediately preceding paragraphs, the consideration for each Share shall be deemed to be the per Share consideration received with respect to a plurality of the Shares in the Merger Event. In such event, Owens Corning shall provide Deutsche with prompt notice of such consideration for the Shares. For purposes of the Call, the consideration for the Shares in a Share-for-Combined Merger Event shall be deemed to be the actual consideration received by Counterparty.
Tender Offer:	Not Applicable
Composition of Combined Consideration:	Not Applicable and, notwithstanding anything to the contrary contained herein, in the Agreement or in the Equity Definitions, Section 12.5(b) of the Equity Definitions shall not be applicable.
Nationalization, Insolvency or Delisting:	Upon a Nationalization, Insolvency or Delisting Event, the Transaction shall continue as if any such event had not occurred.
Cross Default:	The “Cross-Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Deutsche and the Trust; “Threshold Amount” shall mean (i) in respect of Deutsche, an amount equal to three percent of such party’s shareholders’ equity, determined in accordance with generally accepted accounting principles in the United States of America and (ii) in respect of the Trust, an amount equal to three percent of the excess of the Trust’s assets over its indebtedness for borrowed money, determined in accordance with generally accepted accounting principles in the United States of America; “Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect of deposits received in the ordinary course of a party’s banking business.
Credit Event Upon Merger:	Applicable to Deutsche; provided, however, that if the resulting, surviving or transferee entity has long term, unsecured and unsubordinated indebtedness or deposits

		which is or are publicly rated (such rating, a “Credit Rating”) by Moody’s Investor Services, Inc. or any successor thereto (“Moody’s”), Standard and Poors Ratings Group or any successor thereto (“S&P”) or any other internationally recognized rating agency (“Other Rating Agency”), then the words “materially weaker” in line 6 of Section 5(b)(iv) of the Agreement shall mean that the Credit Rating (as defined below) of such party (or, if applicable, the Credit Support Provider of such party) shall be rated lower than Baa3 by Moody’s or lower than BBB- by S&P or, in the event that there is no Credit Rating by either Moody’s or S&P applicable to such party (or, if applicable, the Credit Support Provider of such party) but such party’s long-term indebtedness or deposits is or are rated by any Other Rating Agency, lower than a rating equivalent to the foregoing by such Other Rating Agency.
Additional Disruption Events:		No Additional Disruption Events shall apply to the Transaction or this Confirmation except a Change in Law (as defined herein). If a Change in Law occurs and either party elects to terminate the Transaction pursuant to Section 12.9(b)(i) of the Equity Definitions, then such termination shall apply to this Transaction in its entirety and may not apply solely to the Put or solely to the Call.
	Insolvency Filing:	Not Applicable
	Change in Law:	The definition of “Change in Law” in Section 12.9(a)(ii) of the Equity Definitions shall be amended to delete “(X)” in the sixth line thereof and to delete “, or (Y) it will incur a materially increased cost in performing its obligations under such Transaction (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position)”.
	Determining Party:	Deutsche
Non-Reliance:		Applicable
Agreements and Acknowledgments
Regarding Hedging Activities:		Applicable
Additional Acknowledgments:		Applicable

3. CONDITIONS PRECEDENT

     Each of the following shall be a condition precedent (the “Conditions Precedent”) to the effectiveness of this Transaction:

(i)

The Effective Date (as defined in the Plan of Reorganization) shall have occurred;

(ii)

The FAIR Act shall not have been enacted and become law on or before the date that is ten (10) days after the conclusion of the 109th United States Congress (the “Trigger Date”); or if the FAIR Act has been enacted and become law prior to the Trigger Date, but has been challenged in a court of competent jurisdiction on or before March 31, 2007, such challenge ultimately succeeds pursuant to a non-appealable final order of such court resulting in the FAIR Act no longer being in effect;

(iii)	Owens Corning has delivered to the Trust the 28.2 million Reserved New OCD Shares (as defined in the Plan of Reorganization) on or prior to the Outside Commencement Date, and all such Shares shall have been validly issued, fully paid, non-assessable and free and clear of all taxes, liens pre-emptive rights, rights of first refusal, subscription and similar rights except that such Shares shall be subject to put and call agreements contemplated by the Plan of Reorganization, including this Confirmation;
(iv)	The Shares shall have been publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or their respective successors);
(v)	Owens Corning shall have sold 72.9 million Shares for aggregate cash proceeds of at least USD 2.187 billion; and
(vi)	The Trust has provided to Deutsche by no later than five Scheduled Trading Days following the Effective Date, (i) an executed counterpart of this Confirmation and (ii) an opinion of counsel to the effect of the matters set forth in Exhibit B hereto, provided that such opinion may be subject to customary exceptions reasonably acceptable to Deutsche (collectively, the “Document Delivery Condition”);

If (i) this Confirmation has not been approved by the Bankruptcy Court on or prior to the entry of the Confirmation Order (as defined in the Plan of Reorganization) in respect of the Plan of Reorganization; (ii) the FAIR Act has been enacted and becomes law prior to the Trigger Date, but has not been challenged in a court of competent jurisdiction on or before March 31, 2007; or (iii) any of the above Conditions Precedent are not fulfilled prior to the Outside Commencement Date, then this Transaction shall terminate for no value and neither party shall have any rights or obligations hereunder.

4. DIVIDEND ADJUSTMENTS

     If at any time during the period from and excluding the Effective Date (as defined in the Plan of Reorganization), to and including the Expiration Date, an ex-dividend date for which a cash dividend relates (regardless of when paid by the Issuer to holders of the Shares) occurs with respect to the Shares (an “Ex-Dividend Date”) and that dividend is greater than the Regular Dividend (as defined below) on a per Share basis, then the Forward Dividend Adjustment Value of the difference between the per Share cash dividend corresponding to that Ex-Dividend Date and the Regular Dividend shall be subtracted from the Put Strike Price and the Call Strike Price, effective as of such Ex-Dividend Date. “Regular Dividend” shall mean USD 0.18 per Share per quarter.

     For purposes hereof, “Forward Dividend Adjustment Value” with respect to a cash dividend paid on the Shares shall be calculated from the Ex-Dividend Date through and including the Expiration Date using an interest rate equal to the mid-market interpolated US dollar zero coupon swap rate with a maturity corresponding to the Expiration Date as determined by Deutsche.

5. PARTIAL OR WHOLE SETTLEMENT DELAYS

     Notwithstanding any other provisions hereof, Deutsche shall not be entitled to receive Shares or any other class of voting securities of the Issuer (whether in connection with the purchase of Shares on any Settlement Date or otherwise) (i) to the extent (but only to the extent) that, after such receipt, Deutsche would directly or indirectly beneficially own (as such term is defined for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) in excess of 8.0% of the outstanding Shares or any other class of voting securities of the Issuer or (ii) if any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall not have expired or been terminated with respect to the acquisition of Shares hereunder (the “HSR Condition”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the

extent) that after such delivery (i) Deutsche would directly or indirectly so beneficially own in excess of 8.0% of the outstanding Shares or any other class of voting securities of the Issuer or (ii) the HSR Condition has not been satisfied, as the case may be. If any delivery owed to Deutsche hereunder is not made, in whole or in part, as a result of this provision, the Trust’s obligation to make such delivery shall not be extinguished and the Trust shall make such delivery as promptly as practicable after, but in no event later than one Clearance System Business Day after, Deutsche gives notice to the Trust that after such delivery (i) Deutsche would not directly or indirectly so beneficially own in excess of 8.0% of the outstanding Shares or any other class of voting securities of the Issuer or (ii) the HSR Condition has been satisfied, as the case may be. Deutsche shall pay the Strike Price to the Trust not later than the Settlement Date with respect to any Options exercised on the same basis as if the Trust made delivery of the Shares upon such exercise even if delivery of the Shares does not take place by such Settlement Date due to the applicability of this Section 5. In the event that the delivery of Shares cannot be made due to the HSR Condition not being satisfied, at the request of Deutsche, the Trust shall enter into a customary and reasonable escrow arrangement relating to the Shares compliant with the HSR Act and any other legal or regulatory requirements. Deutsche and Owens Corning (i) shall use reasonable best efforts to prepare and file all necessary documentation and to effect all applications that are necessary or advisable under the HSR Act so that the applicable waiting period shall have expired or been terminated thereunder with respect to the acquisition of Shares hereunder and (ii) shall not take any action that is intended or reasonably likely to materially impede or delay the ability of the parties to obtain any necessary approvals required for the transactions contemplated hereunder; provided that no such actions shall be required if Deutsche determines that the acquisition of Shares hereunder would not be reasonably expected to require a filing under the HSR Act.

6. TRANSFER OR ASSIGNMENT

     Counterparty may not transfer any of its rights or obligations under this Transaction without the prior written consent of Deutsche, except for the assignment to the Trust described above. Notwithstanding anything to the contrary in the Agreement, Deutsche may transfer or assign all or any portion of its rights or obligations under this Transaction without the consent of Counterparty to either (i) any of its Affiliates or (ii) any party specified on Schedule 1 hereto with a Credit Rating (as defined herein) that is, at the time of the relevant transfer, (a) A+ or higher by S&P or (b) Aa3 or higher by Moody’s; provided, that any such transferee or assignee shall be subject to the requirements (i) to make the representation set forth in Section 7(e) hereof and (ii) to deliver any Tax forms reasonably requested by Counterparty; provided, also, that if such transferee or assignee is a Broker (as defined in 3(a)(4) of the Exchange Act) or a Dealer (as defined in 3(a)(5) of the Exchange Act), Deutsche may only transfer or assign rights or obligations under this Transaction to such transferee or assignee with the prior written consent of the Counterparty and, prior to the Assignment Effective Date, the FCR and C&D (as defined below), such consent not to be unreasonably withheld. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Deutsche to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Deutsche may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Deutsche’s obligations in respect of this Transaction and any such designee may assume such obligations. Deutsche shall be discharged of its obligations to Counterparty solely to the extent of any such performance.

     For purposes of the foregoing, the “Credit Rating” of a party means the rating of a party assigned by either S&P or Moody’s to such party’s long term, unsecured and unsubordinated indebtedness or deposits.

7. ADDITIONAL TERMS

     (a) Additional Termination Events: It shall constitute an Additional Termination Event where this Transaction is the sole Affected Transaction and Counterparty shall be deemed to be the sole Affected Party, if Counterparty shall have been dissolved, wound-up, liquidated or terminated or, from and after the Assignment Effective Date, in the case of the Trust, the Trust does not have any duly appointed trustees to control the exercise of the powers, authorities and discretions of the Trust.

     (b) Calculation Agent: Deutsche

     (c) Delivery of Documents:

	Counterparty agrees that:
	(i)	Counterparty shall deliver to Deutsche, promptly following a request by Deutsche or an affiliate of Deutsche, all documents it may reasonably request relating to the existence of Counterparty and the authority of Counterparty with respect to the Agreement and this Confirmation, all in form and substance reasonably satisfactory to Deutsche;
	(ii)	Owens Corning shall, on or prior to the seventh day after the Trade Date, deliver to Deutsche an opinion or opinions of counsel to the effect of the matters set forth in Exhibit A hereto, provided that such opinions may be subject to customary exceptions reasonably acceptable to Deutsche.
	(iii)	The Trust shall, on or prior to the Assignment Effective Date, deliver to Deutsche an opinion of counsel to the effect of the matters set forth in Exhibit B hereto, provided that such opinion may be subject to customary exceptions reasonably acceptable to Deutsche; and
	(iv)	From and after the Assignment Effective Date, the Trust shall promptly notify Deutsche of any change in the identity of any of the trustees of the Trust and shall deliver to Deutsche any amendment, supplement, revocation, modification or other similar document relating to the Asbestos Personal Injury Trust Agreement (as defined in the Plan of Reorganization), promptly following the execution of any such document.
(d) Representations in the Agreement; Additional Representations, Warranties and Agreements of Counterparty. Owens Corning hereby represents and warrants to Deutsche on, and agrees with Deutsche from and after, any Trade Date with respect to the Representations in the Agreement and clauses (i)(a), (i)(c), (ii), (iv)(a), (v), (vi), (viii)(a), (ix), (x), (xi), (xii)(c) and (xii)(d)(1) below and the Assignment Effective Date with respect the Representations in the Agreement and clauses (i)(b) and (i)(c) below. The Trust hereby represents and warrants to Deutsche on, and agrees with Deutsche from and after, the Assignment Effective Date with respect to the Representations in the Agreement and clauses (i)(d), (iii), (iv)(b), (v), (vi), (vii), (viii)(a), (viii)(c), (viii)(d), (ix), (x), (xi), (xii)(a), (xii)(b), (xii)(c) and (xii)(d)(ii) below.
	(i) Material Nonpublic Information
	(a) As of the date hereof, Owens Corning is not in possession of any material nonpublic information regarding the Issuer.
	(b) On the Assignment Effective Date, Owens Corning will not be aware of any material nonpublic information regarding the Issuer.
	(c) On any Exercise Date under the Put (other than the Expiration Date of the Put, if Options thereunder are then exercised pursuant to Automatic Exercise), if requested by Deutsche, Owens Corning will promptly confirm that it is not aware of any material nonpublic information regarding the Issuer or it shall promptly publicly disclose any such material nonpublic information.
	(d) On any Exercise Date under the Put (other than the Expiration Date of the Put, if Options thereunder are then exercised pursuant to Automatic Exercise), the Trust will not be aware of any material nonpublic information regarding the Issuer obtained from a source other than the Issuer.
	(ii) Corporate Policy
	This Transaction will not violate any corporate policy of Owens Corning or other rules or regulations of Owens Corning applicable to Counterparty, including, but not limited to, Owens Corning’s window period policy.

     (iii) Reporting Obligations

     The Trust is and will be in compliance with the Trust’s reporting obligations under Section 16, Section 13(d) and Section 13(g) of the Exchange Act with respect to the securities of Owens Corning, and the Trust will provide Deutsche with a copy of any report filed thereunder in respect of this Transaction promptly upon filing thereof; provided, however, that failure to make such filings on a timely basis will not trigger a breach of this representation as long as such failures are promptly cured (but in no event more than five Scheduled Trading Days after such reports are required to be filed).

     (iv) Legal Counsel

     (a) Owens Corning has been represented and advised by Sidley Austin LLP in connection with the review, negotiation and execution of this Confirmation.

     (b) The beneficiaries of the Trust have been represented and advised by Kaye Scholer LLP and Caplin & Drysdale, Chartered in connection with the review, negotiation and execution of this Confirmation.

     (v) Eligible Contract Participant

     Counterparty is an “eligible contract participant” (as such term is defined in Section 1(a)(12) of the Commodity Exchange Act, as amended (the “CEA”)) because

     it is a corporation, partnership, proprietorship, organization, trust or other entity and:

     (A) it has total assets in excess of $10,000,000;

     (B) its obligations hereunder are guaranteed, or otherwise supported by a letter of credit or keep well, support or other agreement, by an entity of the type described in Section 1a(12)(A)(i) through (iv), 1a(12)(A)(v)(I), 1a(12)(A)(vii) or 1a(12)(C) of the CEA; or

     (C) it has a net worth in excess of $1,000,000 and has entered into this Confirmation in connection with the conduct of its business or to manage the risk associated with an asset or liability owned or incurred or reasonably likely to be owned or incurred by it in the conduct of its business.

     (vi) Investment Company

     Counterparty is not required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “ICA”), or Counterparty has properly registered as an “investment company” under the ICA and, if so registered, its entry into this Confirmation does not violate the ICA.

     (vii) Trust Instrument

     The Asbestos Personal Injury Trust Agreement is governed by, and the Trust has been duly created and is validly existing and being administered under, the laws of the State of Delaware. The copy of the Asbestos Personal Injury Trust Agreement (including any amendment, supplement, form of trustee revocation or appointment or any other similar document relating thereto) provided by the Trust to Deutsche is a true, complete and correct copy of the Asbestos Personal Injury Trust Agreement.

     (viii) Representations in Agreement

     (a) For the avoidance of doubt, and without limiting any representations contained in Section 3(a)(iii) and Section 3(a)(iv) of the Agreement, Counterparty represents that the execution, delivery and performance of the Agreement and any other documentation relating to the Agreement to which it is a

party do not violate or conflict with any of the terms or provisions of any stockholders’ agreement, lockup agreement, registration rights agreement or co-sale agreement binding on Counterparty or affecting Counterparty or any of its assets.

     (b) For purposes of the representations by Owens Corning on the Trade Date, Section 3(a)(ii), Section 3(a)(iv), Section 3(a)(v) and Section 3(c) of the Agreement are hereby amended by inserting the words “, subject to the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization” prior to the semicolon or period at the end of each such clause.

     (c) Section 3(a)(iv) of the Agreement is hereby amended by inserting the words “, except such filings as may be required under the HSR Act” immediately following the words “have been complied with”.

     (d) As of the Assignment Effective Date, the Trust shall represent to the representations in section 3 of the Agreement, as amended by Section 7(d)(viii)(c) hereof.

     (ix) London Branch

     Deutsche is entering into the Agreement and this Confirmation through its London branch.

     (x) DBNY as Agent

     Each party agrees and acknowledges that (i) Deutsche Bank AG acting out of its New York branch, an affiliate of Deutsche (“DBNY”), has acted solely as agent and not as principal with respect to this Transaction and (ii) DBNY has no obligation or liability, by way of guaranty, endorsement or otherwise, in any manner in respect of this Transaction (including, if applicable, in respect of the settlement thereof). Each party agrees it will look solely to the other party (or any guarantor in respect thereof) for performance of such other party’s obligations under this Transaction.

     (xi) Waiver of Jury Trial

     Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Transaction or the Agreement. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Transaction by, among other things, the mutual waivers and certifications herein.

     (xii) Miscellaneous.

     (a) As of the Assignment Effective Date, or as promptly as practicable thereafter but in no case later than the Commencement Date, the Trust will have complied with all applicable anti-money laundering laws and regulations and the USA PATRIOT Act of 2001;

     (b) As of the Assignment Effective Date, or as promptly as practicable thereafter but in no case later than the Commencement Date, the Trust will have opened an account at Deutsche pursuant to documentation reasonably acceptable to both Deutsche and the Trust. To the extent that any of the provisions of this Transaction contradict the terms of any such documentation, the terms of this Transaction shall govern.

     (c) Each of Deutsche and Counterparty represents and warrants to the other party that:

(1) Notwithstanding anything provided herein or the Agreement, and notwithstanding any express or implied claims of exclusivity or proprietary rights, the parties (and each of their employees,

representatives or other agents) are authorized to disclose to any and all persons, beginning immediately upon commencement of their discussions and without limitation of any kind, the tax treatment and tax structure of any Transaction, and all materials of any kind (including opinions or other tax analyses) that are provided by either party to the other relating to such tax treatment and tax structure;

(2) The assets used in the Transaction (1) are not assets of any “plan” (as such term is defined in Section 4975 of the Internal Revenue Code (the “Code”)) subject to Section 4975 of the Code or any “employee benefit plan” (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to Title I of ERISA, and (2) do not constitute “plan assets” within the meaning of Department of Labor Regulation 2510.3-101, 29 CFR Sec. 2510-3-101.

(d) (i) Owens Corning represents and warrants to Deutsche, as of the date hereof, that it will have total assets in excess of $100 million.

(ii) The Trust represents and warrants to Deutsche, as of the Assignment Effective Date, that it will have total assets in excess of $200 million.

     (e) Tax Representations of Deutsche. For purposes of Section 3(f) of the Agreement, Deutsche makes the representations specified below:

(i) Deutsche is a corporation created or organized under the laws of Germany.

(ii) Each payment received or to be received by Deutsche in connection with the Agreement will be treated as effectively connected with the conduct of a trade or business in the United States of America by Deutsche.

(iii) Deutsche is treated as a corporation for U.S. federal tax purposes.

(iv) Deutsche shall deliver, as soon as practicable after the Trade Date and any time thereafter reasonably requested by Counterparty, an Internal Revenue Service Form W-8 ECI, and any successor forms.

     (f) Owens Corning Defaults. In addition to any remedies afforded Deutsche in connection with the Transaction, Owens Corning agrees to indemnify and hold harmless Deutsche and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several (collectively, “Damages”), to which an Indemnified Person may become subject arising out of any breach of any covenant or representation or warranty made by Owens Corning in the Agreement or this Confirmation or any claim, litigation, investigation or proceeding relating thereto, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing; provided, however, that Owens Corning shall not have any liability to any Indemnified Person to the extent that such Damages are finally determined by a court of competent jurisdiction to have directly resulted from the gross negligence or willful misconduct of such Indemnified Person (and in such case, such Indemnified Person shall promptly return to Owens Corning any amounts previously expended by Owens Corning hereunder).

     Notwithstanding anything to the contrary contained in the Agreement, the Equity Definitions or this Confirmation, breach of a covenant, agreement, obligation or representation or warranty of or by Owens Corning or the failure of Owens Corning to make any delivery required hereby shall not give rise to a right of Deutsche to terminate the Transaction or any liability to the Trust or entitle any person or entity to any damages, payments or performance from the Trust.

     Notwithstanding anything to the contrary contained in the Agreement, the Equity Definitions or this Confirmation, breach of a covenant or representation or warranty by the Trust or the failure of the Trust to make any delivery required hereby shall not give rise to any liability to Owens Corning or entitle any person or entity to any damages or payments from Owens Corning.

     (g) Delivery of Unregistered Shares. Notwithstanding Section 9.11 of the Equity Definitions, the parties hereto acknowledge and agree that the Shares to be delivered by the Trust upon exercise of the Put or Call will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or registered or qualified under any applicable state or foreign securities laws. Deutsche represents, warrants and agrees on the date hereof, on the Assignment Effective Date and on each date on which the Put or Call is exercised that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act and that it will transfer the Shares delivered by the Trust upon exercise of the Put or Call only pursuant to a registration statement under the Securities Act or in a transaction exempt from registration under the Securities Act.

     (h) Corporate Restructuring Contemplated in Plan of Reorganization. The Existing Plan contemplates that, on the Effective Date, Owens Corning intends to effect a restructuring plan which would organize Owens Corning and its subsidiaries along Owens Corning’s major business lines. This restructuring plan may result in the creation of a new Delaware company to serve as the parent corporation and holding company for Owens Corning and its subsidiaries (“Holdco”). To the extent that such plan to create the Holdco structure is effected with the approval of the Bankruptcy Court, Owens Corning and Deutsche shall make appropriate modifications to this Confirmation to reflect the Holdco structure, subject to the prior written consent (such consent not to be unreasonably withheld) of the Future Claimants Representative (as defined in the Plan of Reorganization)(the “FCR”) and Caplin & Drysdale, Chartered (“C&D”), as counsel to the Official Creditors Committee Representing Holders of Asbestos Claims.

     (i) Deutsche Branch Office. Section 10(a) of the Agreement shall apply to Deutsche.

     (j) Miscellaneous.

(i) Owens Corning hereby agrees and acknowledges that: (A) Deutsche and any collateral custodian is a “financial institution” within the meaning of Section 101(22) of the United States Bankruptcy Code (the “Bankruptcy Code”) and, in the case of any collateral custodian, is acting as agent or custodian for Deutsche in connection with this Confirmation; (B) this Confirmation is a “securities contract” as such term is defined in Section 741(7) of the Bankruptcy Code, qualifying for protection under Section 555 of the Bankruptcy Code and a swap agreement, as such term is defined in Section 101(53B) of the Bankruptcy Code, qualifying for protection under Section 560 of the Bankruptcy Code; (C) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to this Transaction constitute “margin payments” as defined in Section 741(5) of the Bankruptcy Code and “transfers” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement;” and (D) all payments for, under or in connection with this Transaction, all payments for Shares and the transfer of such Shares constitute “settlement payments” as defined in Section 741(8) of the Bankruptcy Code and “transfers” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement.”

(ii) Whenever delivery of funds or other assets is required hereunder by or to Counterparty, such delivery shall be effected through DBNY. In addition, all notices, demands and communications of any kind relating to this Transaction between Deutsche and Counterparty shall be transmitted exclusively through DBNY.

     (k) Consent Required for Amendments Prior to Assignment Effective Date. No amendments, modifications, alterations or waivers (except as provided in clause (i) above) shall be made hereto prior to the Assignment Effective Date without the prior written consent of the FCR and C&D.

     (l) Third Party Beneficiaries. Until the Assignment Effective Date, the FCR and C&D are intended third party beneficiaries of the Agreement and hereof and are entitled to enforce their rights and the rights of the Trust thereunder and hereunder as if they were parties thereto and hereto.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it by mail or facsimile transmission to the fax number indicated above.

		Very truly yours,
DEUTSCHE BANK AG, LONDON BRANCH		REVIEWED BY:
By:	/s/Lee Frankenfeld	By:
Name:	Lee Frankenfeld
Title:	Attorney-in-Fact
By:	/s/David V. Dirvin	By:
Name:	David V. Dirvin
Title:	Attorney-in-Fact
DEUTSCHE BANK AG, NEW YORK BRANCH,
acting solely as Agent in connection with this Transaction
By:	/s/Lee Frankenfeld
Name:	Lee Frankenfeld
Title:	Director
By:	/s/David V. Dirvin
Name:	David V. Dirvin
Title:	Director
Confirmed as of the date first above written:
OWENS CORNING
By:	/s/Michael Thaman
	Name:
	Title:
ASBETSTOS PERSONAL INJURY TRUST
By:	/s/Dean M. Trafelet
	Name: Dean M. Trafelet
	Title: Managing Trustee

EXHIBIT A

FORM OF LEGAL OPINION FOR ISSUER

1. Owens Corning is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation.

2. Subject to the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, Owens Corning has all corporate power to enter into this Confirmation and to consummate the transactions contemplated hereby. This Confirmation has been duly authorized and validly executed and delivered by Owens Corning and, upon the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, will constitute a valid and legally binding obligation of Owens Corning enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and other laws affecting creditors generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3. The execution and delivery by Owens Corning of, and, upon the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, the performance by Owens Corning of its obligations under, this Confirmation and the consummation of the transactions herein contemplated, do not conflict with or violate (x) any provision of the certificate of incorporation or by-laws of Owens Corning, (y) any order or judgment of any court or governmental agency or body having jurisdiction over Owens Corning or any of Owens Corning’s assets or (z) any material contractual restriction binding on or affecting Owens Corning or any of its assets.

4. Subject to the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, all governmental and other consents that are required to have been obtained by Owens Corning with respect to performance, execution and delivery of this Confirmation will have been obtained and will be in full force and effect and all conditions of any such consents will have been complied with, other than such consents which, if not obtained, will not individually or in the aggregate have a material adverse effect on Owens Corning or on the ability of Owens Corning to complete the transactions contemplated by this Confirmation.

EXHIBIT B

FORM OF LEGAL OPINION FOR TRUST

1. The Trust is duly organized and validly existing as a Delaware statutory trust in good standing under the laws of Delaware.

2. The Trust has all trust power to enter into this Confirmation and to consummate the transactions contemplated hereby and to deliver the Shares in accordance with the terms hereof. This Confirmation has been duly authorized and validly executed and delivered by the Trust and constitutes a valid and legally binding obligation of the Trust enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and other laws affecting creditors generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SCHEDULE 1

LIST OF PERMISSIBLE DEUTSCHE TRANSFEREES/ASSIGNEES

1.	Bank of America, N.A.
2.	Bear Stearns International Limited; provided, however, that such entity is a permissible transferee only if its obligations are guaranteed, prior to any transfer or assignment, by The Bear Stearns Companies Inc. in a form acceptable to the Trust.
3.	Lehman Brothers OTC Derivatives Inc.; provided, however, that such entity is a permissible transferee only if its obligations are guaranteed, prior to any transfer or assignment, by Lehman Brothers Holdings Inc. in a form acceptable to the Trust.
4.	JPMorgan Chase Bank, N.A.

EX-99.7

Exhibit 7

FIRST AMENDMENT
TO THE LETTER AGREEMENT

          FIRST AMENDMENT dated as of October 27, 2006 (the “Amendment”), by and among Owens Corning (Reorganized) Inc., a Delaware corporation (“New Owens Corning”), Owens Corning, a Delaware corporation (as debtor-in-possession, and as a reorganized debtor, “OCD”), and Lehman Brothers OTC Derivatives Inc. (“Lehman”). Each capitalized term used but not defined in this Amendment shall have the meaning given to it in the Confirmation (as defined below).

RECITALS

     WHEREAS, OCD and Lehman have heretofore executed and delivered a Letter Agreement, dated as of July 7, 2006 (the “Confirmation”), between OCD and Lehman, pursuant to which Lehman and OCD agreed to certain share option transactions as described therein, subject to the terms, conditions and limitations set forth in the Confirmation;

     WHEREAS, on July 10, 2006, OCD and certain of its subsidiaries filed a proposed Sixth Amended Joint Plan of Reorganization (as Modified) with the United States Bankruptcy Court for the District of Delaware;

     WHEREAS, as contemplated by the Plan of Reorganization, OCD intends to effect a restructuring plan which would organize OCD and its subsidiaries along OCD’s major business lines in connection with which New Owens Corning was created to serve as the parent corporation and holding company for OCD and its subsidiaries;

     WHEREAS, pursuant to Section 7(h) of the Confirmation, the parties to the Confirmation agreed to make appropriate modifications to the Confirmation to reflect the Holdco structure, subject to the prior written consent (such consent not to be unreasonably withheld) of the FCR and C&D.

AGREEMENTS

          NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties and covenants set forth herein and in the Confirmation, and other good and valuable consideration, the parties hereto hereby agree as follows:

ARTICLE I
AMENDMENTS

          1.1 Amendment to Introductory Paragraphs.

                    1.1.1 The first paragraph of the Confirmation is hereby amended by replacing the first and second sentences of the first paragraph of the Confirmation with the following:

     The purpose of this letter agreement (as amended, this “Confirmation”) is to confirm the terms and conditions of the Transaction (the “Transaction”) entered into between you, Owens

Corning, a Delaware corporation to be renamed Owens Corning Sales, Inc. on the Effective Date (as defined in the Plan of Reorganization) (as a debtor-in-possession and a reorganized debtor, as applicable (“OCD”)), subject to the approval of the Bankruptcy Court (as defined below), and Lehman Brothers OTC Derivatives Inc. (“Lehman”) on the Trade Date specified below (the “Transaction”); pursuant to the First Amendment to the Letter Agreement, dated as of October 27, 2006, among New Owens Corning (as defined below), OCD and Lehman, New Owens Corning became a party to this Confirmation. Lehman, OCD and New Owens Corning agree that upon the date on which the Document Delivery Condition (as defined below) is fulfilled (the “Assignment Effective Date”), OCD’s and New Owens Corning’s rights and obligations hereunder shall be automatically assigned to and assumed by the Trust (as defined below); provided, that the Trust shall not make, assume or be obligated or liable for any of the representations, warranties, agreements or covenants of or by OCD or New Owens Corning herein, in the Agreement or the Equity Definitions, and, following the Assignment Effective Date, OCD and New Owens Corning shall remain bound hereby, by the Agreement and by the Equity Definitions to comply with and fulfill and make all such representations, warranties, agreements and covenants and be the only entities liable or responsible for breaches thereof.

                    1.1.2 The following paragraph shall be added as the new second paragraph of the Confirmation:

     Each reference in this Confirmation or the Agreement to “Owens Corning” shall mean (i) prior to the Effective Date, OCD and (ii) on and after the Effective Date, Owens Corning (Reorganized) Inc., a Delaware corporation to be renamed Owens Corning on the Effective Date (“New Owens Corning”), except that the first three references in the last sentence of the introductory paragraph of the Confirmation shall at all times refer to OCD.

                    1.1.3 The second paragraph of paragraph 7(f) of the Confirmation is hereby amended and restated by replacing it in its entirety with the following:

     Notwithstanding anything to the contrary contained in the Agreement, the Equity Definitions or this Confirmation, breach of a covenant, agreement, obligation or representation or warranty of or by OCD or New Owens Corning or the failure of OCD or New Owens Corning to make any delivery required hereby shall not give rise to a right of Lehman to terminate the Transaction or any liability to the Trust or entitle any person or entity to any damages, payments or performance from the Trust.

ARTICLE II
ADDITIONAL TERMS

          2.1 Delivery of Documents. New Owens Corning and OCD shall, on or prior to the Effective Date (as defined in the Plan of Reorganization), deliver to Lehman an opinion or opinions of counsel to the effect of the matters set forth in Exhibit B to the Confirmation with respect to this Amendment and each of New Owens Corning and OCD, provided that such opinions may be subject to customary exceptions reasonably acceptable to Lehman.

          2.2 Representations and Warranties. New Owens Corning and OCD hereby represent and warrant to Lehman as of the date hereof each of the Representations contained in the Agreement with respect to this Amendment and the Confirmation, as amended by this Amendment.

ARTICLE III
MISCELLANEOUS

          3.1 Effect of Amendment. Upon the execution and delivery of this Amendment by the parties hereto and subject to the prior written consent (such consent not to be unreasonably withheld) of the FCR and C&D evidenced by their signatures below, the Amendment shall be effective; provided, that the amendments to the Confirmation set forth in Article I of this Amendment shall not become operative until the Operative Time (as defined below). At the Operative Time, the Confirmation shall be amended in accordance herewith, and this Amendment shall form a part of the Confirmation for all purposes and New Owens Corning shall become a party to the Confirmation as of the Operative Time as if originally named therein as a party thereto, except that, in the case of conflict, this Amendment shall control. The Confirmation, as modified and amended by this Amendment, is hereby ratified and confirmed in all respects and all the terms, conditions and provisions thereof shall remain in full force and effect in accordance with its terms. In no event shall this Amendment affect any rights or obligations of the parties to the Confirmation arising prior to the Operative Time. The “Operative Time” shall occur simultaneously with OCD’s emergence from proceedings under the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq. on the Effective Date (as defined in the Plan of Reorganization).

          3.2 Governing Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE). EACH PARTY TO THIS AMENDMENT IRREVOCABLY SUBMITS TO THE JURISDICTION OF, AND VENUE IN, THE DISTRICT COURTS OF THE UNITED STATES SITTING IN THE STATE OF NEW YORK OR THE COURTS OF THE STATE OF NEW YORK AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.

          3.3 Counterparts. This Amendment may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

          3.4 Consent Required for Amendments Prior to Assignment Effective Date. This Amendment shall be subject to the provisions of Section 7(j) of the Confirmation as if fully set forth herein.

          3.5 Third Party Beneficiaries. This Amendment shall be subject to the provisions of Section 7(k) of the Confirmation as if fully set forth herein.

          3.6 Headings. The headings in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties has executed this Amendment as of the date first written above.

OWENS CORNING
By:	/s/Stephen K. Krull
	Name:	Stephen K. Krull
	Title:	Sr. Vice President, General Counsel & Secretary

OWENS CORNING (REORGANIZED) INC.
By:	/s/Stephen K. Krull
	Name:	Stephen K. Krull
	Title:	Sr. Vice President, General Counsel & Secretary

LEHMAN BROTHERS OTC DERIVATIVES INC.
By:	/s/Anatoly Kozlov
	Name:	Anatoly Kozlov
	Title:	Authorized Signatory

Accepted, acknowledged, agreed and consented to for purposes of the Guarantee, dated July 7, 2006.

LEHMAN BROTHERS HOLDINGS INC.
By:	/s/James J. Killerlane III
	Name:   James J. Killerlane III
	Title:     Vice President

IN WITNESS WHEREOF, each of FCR and C&D consent to this Amendment as of the date first written above.

FUTURE CLAIMANTS’ REPRESENTATIVE
By:	/s/James J. McMonagle
	Name:	James J. McMonagle
	Title:	FCR

CAPLIN & DRYSDALE, CHARTERED
By:	/s/Elihu Inselbuch
	Name:	Elihu Inselbuch
	Title:	Member

July 7, 2006

Lehman Brothers Inc., acting as Agent

Lehman Brothers OTC Derivatives Inc., acting as Principal

Owens Corning
One Owens Corning Parkway
Toledo OH 43659

Attn: Michael Thaman
          Stephen Krull

          The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction (the “Transaction”) entered into between you, Owens Corning, a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable (“Owens Corning”)), subject to the approval of the Bankruptcy Court (as defined below), and Lehman Brothers OTC Derivatives Inc. (“Lehman”) on the Trade Date specified below (the “Transaction”). Lehman and Owens Corning agree that upon the date on which the Document Delivery Condition (as defined below) is fulfilled (the “Assignment Effective Date”), Owens Corning’s rights and obligations hereunder shall be automatically assigned to and assumed by the Trust (as defined below); provided, that the Trust shall not make, assume or be obligated or liable for any of the representations, warranties, agreements or covenants of or by Owens Corning herein, in the Agreement or the Equity Definitions, and, following the Assignment Effective Date, Owens Corning shall remain bound hereby, by the Agreement and by the Equity Definitions to comply with and fulfill and make all such representations, warranties, agreements and covenants and be the only entity liable or responsible for breaches thereof. Each reference in this Confirmation or the Agreement to “Counterparty” shall mean, (i) prior to the Assignment Effective Date, Owens Corning and (ii) on and after the Assignment Effective Date, the Asbestos Personal Injury Trust (as defined in the Plan of Reorganization) (the “Trust”). As used herein, “Existing Plan” shall mean the Sixth Amended Joint Plan of Reorganization for Owens Corning and its Affiliated Debtors and Debtors-in-Possession, in the form filed on June 5, 2006 in the bankruptcy case of In re Owens Corning, et al, Case No. 00-03837 in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), and “Plan of Reorganization” shall mean the Existing Plan with only those revisions, modifications and amendments to the Existing Plan that Owens Corning and the Plan Proponents (as defined in the Plan of Reorganization) deem necessary or appropriate and that shall not (i) alter the capitalization of Owens Corning contemplated by the Existing Plan, (ii) materially adversely affect the obligations or rights of Lehman hereunder or (iii) cause any representation or warranty of Counterparty contained herein to be incorrect.

          This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below and supersedes all or any prior written or oral agreements in relation to the Transaction. This Confirmation is sent on behalf of both Lehman Brothers Inc. and Lehman Brothers OTC Derivatives Inc.. Lehman Brothers OTC Derivatives Inc. is not a member of the Securities Investor Protection Corporation.

          The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation.

          In the event of any inconsistency between the terms of any of the documents in the following list, the terms of each document in such list shall prevail over all documents which follow such document in such list: this Confirmation, the Equity Definitions and the Agreement.

1. This Confirmation evidences a complete binding agreement between Counterparty (subject to the approval of the Bankruptcy Court) and Lehman as to the terms of the Transaction to which this Confirmation relates.

This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross Border) as if Lehman and Counterparty had executed an agreement on the date hereof (such agreement, the “Agreement”) in such form but without any Schedule thereto, except for (i) the election of (a) US Dollars as the Termination Currency, (b) the laws of the State of New York (without reference to choice of law doctrine) as the Governing Law and (c) “Second Method” and “Loss” for purposes of Section 6(e) of the Agreement, (ii) the identification of Lehman Brothers Holdings Inc. as a Credit Support Provider with respect to Lehman, (iii) the identification of the Guarantee of Lehman Brothers Holdings Inc. attached as Exhibit A hereto as a Credit Support Document with respect to Lehman and (iv) the other modifications described below.

2. This Transaction is comprised of two Share Option Transactions, the Put and the Call. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms relating solely to the Put:
	Option Type:	Put
	Seller:	Lehman
	Buyer:	Counterparty
	Number of Options:	1,998,628; provided that such Number of Options shall be reduced by the number of any Options exercised under the Call as of the time(s) of such exercise(s) under the Call.
	Strike Price:	USD 25.00
General Terms relating solely to the Call:
	Option Type:	Call
	Seller:	Counterparty
	Buyer:	Lehman
	Number of Options:	1,998,628; provided that such Number of Options shall be reduced by the number of any Options exercised under the Put as of the time(s) of such exercise(s) under the Put.
	Strike Price:	USD 37.50
General Terms relating to each of the Put and the Call:
	Trade Date:	July 7, 2006
	Option Style:	American
	Shares:	The common shares of Owens Corning to be issued on the Effective Date (as defined in the Plan of Reorganization).
	Issuer:	Owens Corning
	Option Entitlement:	One Share per Option

	Premium:	Not Applicable
	Premium Payment Date:	Not Applicable
	Exchange:	The exchange or quotation system on which the Shares are publicly quoted, traded or listed on the Effective Date.
	Related Exchange(s):	All Exchanges
Procedures for Exercise:
	Commencement Date:	The Scheduled Trading Day immediately following the date, if any, on which all the Conditions Precedent (as defined below) are fulfilled; provided that the Commencement Date shall not occur prior to January 1, 2007 or later than the Scheduled Trading Day following the Outside Commencement Date.
	Outside Commencement Date:	January 8, 2007; provided that if the FAIR Act (as defined in the Plan of Reorganization) has been enacted into law on or prior to the Trigger Date (as defined in Section 3(ii) hereof), but has been challenged in a court of competent jurisdiction on or prior to March 31, 2007, the Outside Commencement Date shall be March 27, 2010.
	Expiration Time:	At the Scheduled Closing Time on the relevant Exercise Date
	Expiration Date:	Means,
		with respect to the Put, the date which is three months after the Commencement Date, or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day; and
		with respect to the Call, the date which is twelve months after the Commencement Date, or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day.
	Multiple Exercise:	Applicable
	Minimum Number of Options:	50,000
	Maximum Number of Options:	All the Options remaining unexercised
	Integral Multiple:	10,000
	Automatic Exercise:	Applicable
	In-the-Money:	Means, (i) in respect of a Call, that the Reference Price is greater than the Strike Price of the Call; and; (ii) in respect of a Put, that the Reference Price is less than the Strike Price of the Put.

	Lehman’s Telephone
	Number and Telex and/or
	Facsimile Number and Contact
	Details for purpose of Giving
	Notice:	Daniel B. Kamensky
		745 7th Avenue, 4th Floor
		New York, NY 10019
		daniel.kamensky@lehman.com
		with a copy to:
		Andrew Yare
		Transaction Management
		745 Seventh Avenue, 19th Floor
		New York
		andrew.yare@lehman.com
	Counterparty’s Telephone	With respect to Owens Corning,
	Number and Telex and/or
	Facsimile Number and Contact	Michael Thaman
	Details for purpose of Giving	Stephen Krull
	Notice:	Owens Corning
		One Owens Corning Parkway
		Toledo, Ohio 43659
		(419) 248-8000 (ph)
		(419) 248-8445 (fax)
		mike.thaman@owenscorning.com
		stephen.k.krull@owenscorning.com
		With respect to the Trust, the Telephone Number and/or Facsimile Number and Contact Details shall be provided by the Trust to Lehman in writing on the Assignment Effective Date.
	Reference Price:	Notwithstanding Section 3.4(d) of the Equity Definitions, the Reference Price will be (i) if the Exchange is the New York Stock Exchange or the American Stock Exchange, the price per Share as of the Expiration Time on the Expiration Date as reported in the official real-time price dissemination mechanism for the relevant Exchange and (ii) if the Exchange is The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or one of their respective successors), the NASDAQ Official Closing Price (NOCP) on the Expiration Date as reported in the official price determination mechanism for such Exchange.
Settlement Terms:
	Physical Settlement:	Applicable
	Settlement Currency:	US Dollars

	Settlement Method Election:	Not Applicable
Adjustments Applicable to the Transaction:
	Method of Adjustment:	Calculation Agent Adjustment; provided that none of the transactions that are expressly provided for in the Plan of Reorganization to effectuate the Plan of Reorganization shall trigger an Adjustment.
Extraordinary Events:
	New Shares:	In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or the NASDAQ Capital Market (or their respective successors)”.
Consequences of Merger Events:
	Share-for-Share:	Alternative Obligation
	Share-for-Other:	To the extent that the Put or Call remains unexercised as of the Merger Date in respect of a Merger Event, the Transaction will be terminated as of such time and, notwithstanding anything to the contrary contained in this Confirmation, the Agreement or the Equity Definitions, neither Counterparty nor Lehman shall be required to make any payment or any delivery in respect of the portion of the Put or Call that has not been exercised prior to the Merger Date.
	Share-for-Combined:	Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, if a Merger Event occurs for which the Other Consideration received by the shareholders of the Issuer includes any Excluded Consideration (as defined below), to the extent that the Put or Call remains unexercised at the closing of a Merger Event, the Transaction will be terminated as of such time and neither Counterparty nor Lehman shall be required to make any payment or any delivery in respect of the portion of the Put or Call that has not been exercised prior to the Merger Date. “Excluded Consideration” shall mean anything other than US Dollars, New Shares or Public Securities Consideration (as defined below).
		Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, subject to the immediately succeeding paragraph, if a Merger Event occurs, for which the consideration received by shareholders of the Issuer includes only (a) cash and/or Public Securities Consideration (as defined below) and (b) New Shares, then (i) the Strike Price for the Put and the Call shall, effective on the Merger Date in respect of such Merger Event, be reduced by the sum

	of the amount of any cash and the market price of any Public Securities Consideration, as determined by the Calculation Agent, received by Counterparty in such Merger Event in respect of one Share; provided, however, that the Strike Price shall never be reduced to less than zero, and (ii) the consequences set forth above opposite Share-for-Share shall apply to that portion of the consideration that consists of New Shares as determined by the Calculation Agent. “Public Securities Consideration” shall mean any securities (other than New Shares) quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market or any other publicly traded security for which a quotation is available on TRACE or another similar pricing service, as determined by the Calculation Agent.
	Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, for purposes of the Put, in the event that shareholders of the Issuer are entitled to make an election with respect to the type of consideration to be received in a Share-for-Combined Merger Event of the type described in the two immediately preceding paragraphs, the consideration for each Share shall be deemed to be the per Share consideration received with respect to a plurality of the Shares in the Merger Event. In such event, Owens Corning shall provide Lehman with prompt notice of such consideration for the Shares. For purposes of the Call, the consideration for the Shares in a Share-for-Combined Merger Event shall be deemed to be the actual consideration received by Counterparty.
Tender Offer:	Not Applicable
Composition of Combined Consideration:	Not Applicable and, notwithstanding anything to the contrary contained herein, in the Agreement or in the Equity Definitions, Section 12.5(b) of the Equity Definitions shall not be applicable.
Nationalization, Insolvency or Delisting:	Upon a Nationalization, Insolvency or Delisting Event, the Transaction shall continue as if any such event had not occurred.
Cross Default:	The “Cross-Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Lehman and the Trust; “Threshold Amount” shall mean (i) in respect of Lehman, an amount equal to three percent of such party’s shareholders’ equity, determined in accordance with generally accepted accounting principles in the United States of America and (ii) in respect of the Trust, an amount equal to three percent of the excess of the Trust’s assets over its indebtedness for borrowed money, determined in accordance with generally accepted accounting principles in the United States of America; “Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement.

Credit Event Upon Merger:		Applicable to Lehman; provided, however, that if the resulting, surviving or transferee entity has long term, unsecured and unsubordinated indebtedness or deposits which is or are publicly rated (such rating, a “Credit Rating”) by Moody’s Investor Services, Inc. or any successor thereto (“Moody’s”), Standard and Poors Ratings Group or any successor thereto (“S&P”) or any other internationally recognized rating agency (“Other Rating Agency”), then the words “materially weaker” in line 6 of Section 5(b)(iv) of the Agreement shall mean that the Credit Rating (as defined below) of such party (or, if applicable, the Credit Support Provider of such party) shall be rated lower than Baa3 by Moody’s or lower than BBB- by S&P or, in the event that there is no Credit Rating by either Moody’s or S&P applicable to such party (or, if applicable, the Credit Support Provider of such party) but such party’s long-term indebtedness or deposits is or are rated by any Other Rating Agency, lower than a rating equivalent to the foregoing by such Other Rating Agency.
Additional Disruption Events:		No Additional Disruption Events shall apply to the Transaction or this Confirmation except a Change in Law (as defined herein). If a Change in Law occurs and either party elects to terminate the Transaction pursuant to Section 12.9(b)(i) of the Equity Definitions, then such termination shall apply to this Transaction in its entirety and may not apply solely to the Put or solely to the Call.
	Insolvency Filing:	Not Applicable
	Change in Law:	The definition of “Change in Law” in Section 12.9(a)(ii) of the Equity Definitions shall be amended to delete “(X)” in the sixth line thereof and to delete “, or (Y) it will incur a materially increased cost in performing its obligations under such Transaction (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position)”.
	Determining Party:	Lehman
Non-Reliance:		Applicable
Agreements and Acknowledgments		Applicable
Regarding Hedging Activities:
Additional	Acknowledgments:	Applicable

3. CONDITIONS PRECEDENT

     Each of the following shall be a condition precedent (the “Conditions Precedent”) to the effectiveness of this Transaction:

(i) The Effective Date (as defined in the Plan of Reorganization) shall have occurred;

(ii)	The FAIR Act shall not have been enacted and become law on or before the date that is ten (10) days after the conclusion of the 109th United States Congress (the “Trigger Date”); or if the FAIR Act has been enacted and become law prior to the Trigger Date, but has been challenged in a court of competent jurisdiction on or before March 31, 2007, such challenge ultimately succeeds pursuant to a non-appealable final order of such court resulting in the FAIR Act no longer being in effect;
(iii)	Owens Corning has delivered to the Trust the 28.2 million Reserved New OCD Shares (as defined in the Plan of Reorganization) on or prior to the Outside Commencement Date, and all such Shares shall have been validly issued, fully paid, non-assessable and free and clear of all taxes, liens pre-emptive rights, rights of first refusal, subscription and similar rights except that such Shares shall be subject to put and call agreements contemplated by the Plan of Reorganization, including this Confirmation;
(iv)	The Shares shall have been publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or their respective successors);
(v)	Owens Corning shall have sold 72.9 million Shares for aggregate cash proceeds of at least USD 2.187 billion; and
(vi)	The Trust has provided to Lehman by no later than five Scheduled Trading Days following the Effective Date, (i) an executed counterpart of this Confirmation and (ii) an opinion of counsel to the effect of the matters set forth in Exhibit B hereto, provided that such opinion may be subject to customary exceptions reasonably acceptable to Lehman (collectively, the “Document Delivery Condition”);

If (i) this Confirmation has not been approved by the Bankruptcy Court on or prior to the entry of the Confirmation Order (as defined in the Plan of Reorganization) in respect of the Plan of Reorganization; (ii) the FAIR Act has been enacted and becomes law prior to the Trigger Date, but has not been challenged in a court of competent jurisdiction on or before March 31, 2007; or (iii) any of the above Conditions Precedent are not fulfilled prior to the Outside Commencement Date, then this Transaction shall terminate for no value and neither party shall have any rights or obligations hereunder.

4. DIVIDEND ADJUSTMENTS

     If at any time during the period from and excluding the Effective Date (as defined in the Plan of Reorganization), to and including the Expiration Date, an ex-dividend date for which a cash dividend relates (regardless of when paid by the Issuer to holders of the Shares) occurs with respect to the Shares (an “Ex-Dividend Date”) and that dividend is greater than the Regular Dividend (as defined below) on a per Share basis, then the Forward Dividend Adjustment Value of the difference between the per Share cash dividend corresponding to that Ex-Dividend Date and the Regular Dividend shall be subtracted from the Put Strike Price and the Call Strike Price, effective as of such Ex-Dividend Date. “Regular Dividend” shall mean USD 0.18 per Share per quarter.

     For purposes hereof, “Forward Dividend Adjustment Value” with respect to a cash dividend paid on the Shares shall be calculated from the Ex-Dividend Date through and including the Expiration Date using an interest rate equal to the mid-market interpolated US dollar zero coupon swap rate with a maturity corresponding to the Expiration Date as determined by Lehman.

5. PARTIAL OR WHOLE SETTLEMENT DELAYS

     Notwithstanding any other provisions hereof, Lehman shall not be entitled to receive Shares or any other class of voting securities of the Issuer (whether in connection with the purchase of Shares on any Settlement Date or otherwise) (i) to the extent (but only to the extent) that, after such receipt, Lehman would directly or indirectly beneficially own (as such term is defined for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the

“Exchange Act”)) in excess of 9.0% of the outstanding Shares or any other class of voting securities of the Issuer (the “9.0% Limit”) or (ii) if any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall not have expired or been terminated with respect to the acquisition of Shares hereunder (the “HSR Condition”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that after such delivery (i) Lehman would directly or indirectly so beneficially own in excess of 9.0% of the outstanding Shares or any other class of voting securities of the Issuer or (ii) the HSR Condition has not been satisfied, as the case may be. If any delivery owed to Lehman hereunder is not made, in whole or in part, as a result of this provision, the Trust’s obligation to make such delivery shall not be extinguished and the Trust shall make such delivery as promptly as practicable after, but in no event later than one Clearance System Business Day after, Lehman gives notice to the Trust that after such delivery (i) Lehman would not directly or indirectly so beneficially own in excess of 9.0% of the outstanding Shares or any other class of voting securities of the Issuer or (ii) the HSR Condition has been satisfied, as the case may be. Lehman shall pay the Strike Price to the Trust not later than the Settlement Date with respect to any Options exercised on the same basis as if the Trust made delivery of the Shares upon such exercise even if delivery of the Shares does not take place by such Settlement Date due to the applicability of this Section 5. In the event that the delivery of Shares cannot be made due to either the HSR Condition not being satisfied or the 9.0% Limit being exceeded, at the request of Lehman, the Trust shall enter into a customary and reasonable escrow arrangement relating to the Shares compliant with the HSR Act (if applicable) and any other applicable legal or regulatory requirements. Lehman and Owens Corning (i) shall use reasonable best efforts to prepare and file all necessary documentation and to effect all applications that are necessary or advisable under the HSR Act so that the applicable waiting period shall have expired or been terminated thereunder with respect to the acquisition of Shares hereunder and (ii) shall not take any action that is intended or reasonably likely to materially impede or delay the ability of the parties to obtain any necessary approvals required for the transactions contemplated hereunder; provided that no such actions shall be required if Lehman determines that the acquisition of Shares hereunder would not be reasonably expected to require a filing under the HSR Act.

6. TRANSFER OR ASSIGNMENT

     Counterparty may not transfer any of its rights or obligations under this Transaction without the prior written consent of Lehman, except for the assignment to the Trust described above. Notwithstanding anything to the contrary in the Agreement, Lehman may transfer or assign all or any portion of its rights or obligations under this Transaction without the consent of Counterparty to either (i) any affiliate of Lehman; provided that the obligations of such affiliate hereunder and under the Agreement are wholly and unconditionally guaranteed, prior to any transfer or assignment, by Lehman Brothers Holdings Inc. in a form acceptable to the Trust or (ii) any party specified on Schedule 1 hereto with a Credit Rating (as defined herein) that is, at the time of the relevant transfer, (a) A+ or higher by S&P or (b) Aa3 or higher by Moody’s; provided, that any such transferee or assignee shall be subject to the requirements (i) to make the representation set forth in Section 7(e) hereof and (ii) to deliver any Tax forms reasonably requested by Counterparty; provided, also, that if such transferee or assignee is a Broker (as defined in 3(a)(4) of the Exchange Act) or a Dealer (as defined in 3(a)(5) of the Exchange Act), Lehman may only transfer or assign rights or obligations under this Transaction to such transferee or assignee with the prior written consent of Counterparty and, prior to the Assignment Effective Date, the FCR and C&D (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Lehman to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Lehman may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Lehman’s obligations in respect of this Transaction and any such designee may assume such obligations. Lehman shall be discharged of its obligations to Counterparty solely to the extent of any such performance.

     For purposes of the foregoing, the “Credit Rating” of a party means the rating of a party assigned by either S&P or Moody’s to such party’s long term, unsecured and unsubordinated indebtedness or deposits.

7. ADDITIONAL TERMS

     (a) Additional Termination Events: It shall constitute an Additional Termination Event where this Transaction is the sole Affected Transaction and Counterparty shall be deemed to be the sole Affected Party, if Counterparty shall have been dissolved, wound-up, liquidated or terminated or, from and after the Assignment Effective Date, in the case of the Trust, the Trust does not have any duly appointed trustees to control the exercise of the powers, authorities and discretions of the Trust.

     (b) Calculation Agent: Lehman

     (c) Delivery of Documents:

     Counterparty agrees that:

(i)	Counterparty shall deliver to Lehman, promptly following a request by Lehman or an affiliate of Lehman, all documents it may reasonably request relating to the existence of Counterparty and the authority of Counterparty with respect to the Agreement and this Confirmation, all in form and substance reasonably satisfactory to Lehman;
(ii)	Owens Corning shall, on or prior to the seventh day after the Trade Date, deliver to Lehman an opinion or opinions of counsel to the effect of the matters set forth in Exhibit B hereto provided that such opinions may be subject to customary exceptions reasonably acceptable to Lehman;
(iii)	The Trust shall, on or prior to the Assignment Effective Date, deliver to Lehman an opinion of counsel to the effect of the matters set forth in Exhibit C hereto, provided that such opinion may be subject to customary exceptions reasonably acceptable to Lehman; and
(iv)	From and after the Assignment Effective Date, the Trust shall promptly notify Lehman of any change in the identity of any of the trustees of the Trust and shall deliver to Lehman any amendment, supplement, revocation, modification or other similar document relating to the Asbestos Personal Injury Trust Agreement (as defined in the Plan of Reorganization), promptly following the execution of any such document.

     (d) Representations in the Agreement; Additional Representations, Warranties and Agreements of Counterparty. Owens Corning hereby represents and warrants to Lehman on, and agrees with Lehman from and after, any Trade Date with respect to the Representations in the Agreement and clauses (i)(a) and (b), (ii), (iv)(a), (v), (vi), (viii), (ix), (x) and (xi) below and the Assignment Effective Date with respect the Representations in the Agreement and clauses (i)(a) and (b) and (ii) below. The Trust hereby represents and warrants to Lehman on, and agrees with Lehman from and after, the Assignment Effective Date with respect to the Representations in the Agreement and clauses (i)(c), (iii), (iv)(b), (v), (vi), (vii), (viii), (ix), (x) and (xi) below.

(i) Material Nonpublic Information

a) On the Assignment Effective Date, Owens Corning will not be aware of any material nonpublic information regarding the Issuer.

b) On any Exercise Date under the Put (other than the Expiration Date of the Put, if Options thereunder are then exercised pursuant to Automatic Exercise), if requested by Lehman, Owens Corning will promptly confirm that it is not aware of any material nonpublic information regarding the Issuer or it shall promptly publicly disclose any such material nonpublic information.

c) On any Exercise Date under the Put (other than the Expiration Date of the Put, if Options thereunder are then exercised pursuant to Automatic Exercise), the Trust will not be aware of any material nonpublic information regarding the Issuer obtained from a source other than the Issuer.

(ii) Corporate Policy

     This Transaction will not violate any corporate policy of Owens Corning or other rules or regulations of Owens Corning applicable to Counterparty, including, but not limited to, Owens Corning’s window period policy.

(iii) Reporting Obligations

     The Trust is and will be in compliance with the Trust’s reporting obligations under Section 16, Section 13(d) and Section 13(g) of the Exchange Act with respect to the securities of Owens Corning, and the Trust will provide Lehman with a copy of any report filed thereunder in respect of this Transaction promptly upon filing thereof; provided, however, that failure to make such filings on a timely basis will not trigger a breach of this representation as long as such failures are promptly cured (but in no event more than five Scheduled Trading Days after such reports are required to be filed).

(iv) Legal Counsel

a) Owens Corning has been represented and advised by Sidley Austin LLP in connection with the review, negotiation and execution of this Confirmation.

b) The beneficiaries of the Trust have been represented and advised by Kaye Scholer LLP and Caplin & Drysdale, Chartered in connection with the review, negotiation and execution of this Confirmation.

(v) Eligible Contract Participant

     Counterparty is an “eligible contract participant” (as such term is defined in Section 1(a)(12) of the Commodity Exchange Act, as amended (the “CEA”)) because

     it is a corporation, partnership, proprietorship, organization, trust or other entity and:

it has total assets in excess of $10,000,000;

its obligations hereunder are guaranteed, or otherwise supported by a letter of credit or keep well, support or other agreement, by an entity of the type described in Section 1a(12)(A)(i) through (iv), 1a(12)(A)(v)(I), 1a(12)(A)(vii) or 1a(12)(C) of the CEA; or

it has a net worth in excess of $1,000,000 and has entered into this Confirmation in connection with the conduct of its business or to manage the risk associated with an asset or liability owned or incurred or reasonably likely to be owned or incurred by it in the conduct of its business.

(vi) Investment Company

     Counterparty is not required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “ICA”), or Counterparty has properly registered as an “investment company” under the ICA and, if so registered, its entry into this Confirmation does not violate the ICA.

(vii) Trust Instrument

     The Asbestos Personal Injury Trust Agreement is governed by, and the Trust has been duly created and is validly existing and being administered under, the laws of the State of Delaware. The copy of the Asbestos Personal Injury Trust Agreement (including any amendment, supplement, form of trustee

revocation or appointment or any other similar document relating thereto) provided by the Trust to Lehman is a true, complete and correct copy of the Asbestos Personal Injury Trust Agreement.

(viii) Representations in Agreement

     For the avoidance of doubt, and without limiting any representations contained in Section 3(a)(iii) and Section 3(a)(iv) of the Agreement, Counterparty represents that the execution, delivery and performance of the Agreement and any other documentation relating to the Agreement to which it is a party do not violate or conflict with any of the terms or provisions of any stockholders’ agreement, lockup agreement, registration rights agreement or co-sale agreement binding on Counterparty or affecting Counterparty or any of its assets.

     For purposes of the representations by Owens Corning on the Trade Date, Section 3(a)(ii), Section 3(a)(iv), Section 3(a)(v) and Section 3(c) of the Agreement are hereby amended by inserting the words “, subject to the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization” prior to the semicolon or period at the end of each such clause.

     Section 3(a)(iv) of the Agreement is hereby amended by inserting the words “, except such filings as may be required under the HSR Act” immediately following the words “have been complied with”.

(ix) LBI as Agent

     Each party agrees and acknowledges that (i) Lehman Brothers Inc., an affiliate of Lehman (“LBI”), has acted solely as agent and not as principal with respect to this Transaction and (ii) LBI has no obligation or liability, by way of guaranty, endorsement or otherwise, in any manner in respect of this Transaction (including, if applicable, in respect of the settlement thereof). Each party agrees it will look solely to the other party (or any guarantor in respect thereof) for performance of such other party’s obligations under this Transaction.

(x) Waiver of Jury Trial

     Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Transaction or the Agreement. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Transaction by, among other things, the mutual waivers and certifications herein.

(xi) Notice of Regulatory Treatment

     Counterparty represents and warrants that it has received and read and understands the Notice of Regulatory Treatment.

     (e) Tax Representations of Lehman. Lehman hereby represents and warrants to, and agrees with, Counterparty on the date hereof and on any Exercise Date that it is a “domestic corporation” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, and shall deliver, at each time of settlement of the Put or Call and at any time thereafter reasonably requested by Counterparty, an Internal Revenue Service Form W-9 and such other forms as may be so requested by Counterparty.

     (f) Owens Corning Defaults. In addition to any remedies afforded Lehman in connection with the Transaction, Owens Corning agrees to indemnify and hold harmless Lehman and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several (collectively, “Damages”), to which an Indemnified Person may become subject arising out of any breach of any covenant or representation or warranty made by Owens Corning in the Agreement

or this Confirmation or any claim, litigation, investigation or proceeding relating thereto, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing; provided, however, that Owens Corning shall not have any liability to any Indemnified Person to the extent that such Damages are finally determined by a court of competent jurisdiction to have directly resulted from the gross negligence or willful misconduct of such Indemnified Person (and in such case, such Indemnified Person shall promptly return to Owens Corning any amounts previously expended by Owens Corning hereunder).

     Notwithstanding anything to the contrary contained in the Agreement, the Equity Definitions or this Confirmation, breach of a covenant, agreement, obligation or representation or warranty of or by Owens Corning or the failure of Owens Corning to make any delivery required hereby shall not give rise to a right of Lehman to terminate the Transaction or any liability to the Trust or entitle any person or entity to any damages, payments or performance from the Trust.

     Notwithstanding anything to the contrary contained in the Agreement, the Equity Definitions or this Confirmation, breach of a covenant or representation or warranty by the Trust or the failure of the Trust to make any delivery required hereby shall not give rise to any liability to Owens Corning or entitle any person or entity to any damages or payments from Owens Corning.

     (g) Delivery of Unregistered Shares. Notwithstanding Section 9.11 of the Equity Definitions, the parties hereto acknowledge and agree that the Shares to be delivered by the Trust upon exercise of the Put or Call will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or registered or qualified under any applicable state or foreign securities laws. Lehman represents, warrants and agrees on the date hereof, on the Assignment Effective Date and on each date on which the Put or Call is exercised that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act and that it will transfer the Shares delivered by the Trust upon exercise of the Put or Call only pursuant to a registration statement under the Securities Act or in a transaction exempt from registration under the Securities Act.

     (h) Corporate Restructuring Contemplated in Plan of Reorganization. The Existing Plan contemplates that, on the Effective Date, Owens Corning intends to effect a restructuring plan which would organize Owens Corning and its subsidiaries along Owens Corning’s major business lines. This restructuring plan may result in the creation of a new Delaware company to serve as the parent corporation and holding company for Owens Corning and its subsidiaries (“Holdco”). To the extent that such plan to create the Holdco structure is effected with the approval of the Bankruptcy Court, Owens Corning and Lehman shall make appropriate modifications to this Confirmation to reflect the Holdco structure, subject to the prior written consent (such consent not to be unreasonably withheld) of the Future Claimants Representative (as defined in the Plan of Reorganization)(the “FCR”) and Caplin & Drysdale, Chartered (“C&D”), as counsel to the Official Creditors Committee Representing Holders of Asbestos Claims.

     (i) Remuneration Received by Lehman Brothers Holdings Inc. Lehman Brothers Inc. shall furnish to Counterparty upon written request a statement as to the source and amount of any remuneration received or to be received by Lehman Brothers Inc. in connection with the Transaction evidenced hereby.

     (j) Consent Required for Amendments Prior to Assignment Effective Date. No amendments, modifications, alterations or waivers (except as provided in clause (h) above) shall be made hereto prior to the Assignment Effective Date without the prior written consent of the FCR and C&D.

     (k) Third Party Beneficiaries. Until the Assignment Effective Date, the FCR and C&D are intended third party beneficiaries of the Agreement and hereof and are entitled to enforce their rights and the rights of the Trust thereunder and hereunder as if they were parties thereto and hereto.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it by mail or facsimile transmission to the fax number indicated above.

Very truly yours, Lehman Brothers OTC Derivatives, Inc.
By:	/s/Anatoly Kozlov
	Name:	Anatoly Kozlov
	Title:	Authorized Signatory

Confirmed as of the date first above written:

OWENS CORNING
By:	/s/Michael Thaman Name:
	Title:

Confirmed as of the Assignment Effective Date:

ASBESTOS PERSONAL INJURY TRUST
By:	/s/Dean M. Trafelet
	Name: Dean M. Trafelet
	Title: Managing Trustee

EXHIBIT A

GUARANTEE OF LEHMAN BROTHERS HOLDINGS INC.

     LEHMAN BROTHERS OTC DERIVATIVES INC. (“Party A”) and OWENS CORNING (“Party B”) have entered into a transaction (the “Transaction”) under the Confirmation dated July 7, 2006 (the “Confirmation”) and the ISDA Master Agreement incorporated therein by reference, as amended from time to time (collectively referred to as the “Agreement”). This Guarantee is a Credit Support Document as contemplated in the Agreement. Guarantor agrees that Owens Corning shall assign its rights under the Agreement to the Asbestos Personal Injury Trust (as defined in Owens Corning’s Plan of Reorganization), except to the extent provided in the Agreement, and, accordingly, the Asbestos Personal Injury Trust shall on and after the Assignment Effective Date (as defined in the Agreement) be Party B hereunder and entitled to all of the rights and benefits of Party B hereunder. For value received, and in consideration of the financial accommodation accorded to Party A by Party B under the Agreement, LEHMAN BROTHERS HOLDINGS INC., a corporation organized and existing under the laws of the State of Delaware (“Guarantor”), hereby agrees to the following:

     (a) Guarantor hereby irrevocably and unconditionally guarantees to Party B, its successors and assigns the due and punctual and complete payment of all amounts payable by Party A in connection with the Transaction when and as Party A’s obligations thereunder shall become due and payable in accordance with the terms of the Agreement (whether at maturity, by acceleration or otherwise). Guarantor hereby agrees, upon written demand by Party B, to pay or cause to be paid any such amounts punctually when and as the same shall become due and payable.

     (b) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment and not of collection.

     (c) Guarantor hereby agrees that its obligations under this Guarantee shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement against Party A (other than as a result of the unenforceability thereof against Party B), the absence of any action to enforce Party A’s obligations under the Agreement, any waiver or consent by Party B with respect to any provisions thereof, the entry by Party A and Party B into any amendments to the Agreement, additional transactions under the Agreement or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (excluding the defense of payment or statute of limitations, neither of which is waived). The Guarantor acknowledges that Party A and Party B may from time to time enter into one or more transactions pursuant to the Agreement and agrees that the obligations of the Guarantor under this Guarantee will upon the execution of any such transactions by Party A and Party B extend to all such transactions without the taking of further action by the Guarantor.

     (d) This Guarantee shall remain in full force and effect until all the obligations of Party A under the Agreement have been fully and completely satisfied.

     (e) Guarantor further agrees that this Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligation or interest thereon is rescinded or must otherwise be restored by Party B.

     (f) Guarantor hereby waives (i) promptness, diligence, acceptance, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with the Agreement and this Guarantee, or (ii) any requirement that Party B exhaust any right to take any action against Party A or any other person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee.

     (g) The Guarantor agrees that Party B, may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the Guarantor, extend the time of payment of, exchange or surrender any collateral for, or renew any of the obligations of Party A under the Agreement, and may also make any agreement with Party A or with any other party to or person liable on any such obligations, or interested therein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between Party A and Party B or any such other party or person, without in any way impairing or affecting this Guarantee. The Guarantor agrees that Party B may resort to the Guarantor for payment or performance of any of the obligations of Party A under the Agreement, whether or not Party B shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the obligations of Party A under the Agreement.

     (h) The Guarantor will not exercise any rights which it may acquire by way of subrogation until all obligations of Party A under the Agreement to Party B shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the preceding sentence, such amount shall be held for the benefit of Party B and shall forthwith be paid to Party B to be credited and applied to the obligations of Party A under the Agreement, whether matured or unmatured. Subject to the foregoing, upon payment and performance of all obligations of Party A under the Agreement in full, the Guarantor shall be subrogated to the rights of Party B against Party A and Party B agrees to take at the Guarantor’s expense such steps as the Guarantor may reasonably request to implement such subrogation.

     (i) No failure on the part of Party B to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Party B of any right, remedy or power hereunder preclude any other future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to Party B or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by Party B from time to time or at any time.

     (j)

     (i) The Guarantor is a corporation duly existing under the laws of the State of Delaware.

     (ii) The execution, delivery and performance of this Guarantee have been duly authorized by all necessary corporate action and, to the knowledge of the Guarantor, do not conflict with any provision of any federal law or regulation in the United States or Delaware General Corporation Law or of the Guarantor’s charter or by-laws or of any agreement binding upon it.

     (iii) No consent, licenses, approvals and authorizations of and registrations with or declarations to any governmental authority under any federal law in the United States or Delaware General Corporation Law are required in connection with the execution, delivery and performance of this Guarantee.

     (iv) This Guarantee constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

     (k) This Guarantee shall remain full force and effect and be binding upon the Guarantor and its successors and permitted assigns, and inure to the benefit of Party B and its successors and permitted assigns, until all of the obligations owing under the Agreement by Party A have been satisfied in full. Guarantor may not assign this Guarantee or delegate any of its obligations hereunder.

     (l) All notices in connection with this Guarantee shall be deemed effective, if in writing and delivered in person or by courier, on the date delivered to the following address (or such other address which the Guarantor shall notify Party B of in writing):

LEHMAN BROTHERS HOLDINGS INC.
745 7th Avenue, 16th Floor
New York, NY 10019
Attention: Daniel B. Kamensky, Vice President, High Yield Distressed Trading

     (m) With respect to any suit, action or proceedings relating to this Guarantee (“Proceedings”), the Guarantor irrevocably:

          (i) submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York, New York, and

          (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

     (n) This Guarantee cannot be amended, waived or terminated without the prior written consent of Party B and prior to the effective date of the Owens Corning’s Plan of Reorganization, without the prior written consent of the Future Claimants’ Representative (as defined in Owen Corning’s Plan of Reorganization) and Caplin & Drysdale, Chartered, as counsel to the Official Creditors Committee Representing Holders of Asbestos Claims (as defined in Owen Corning’s Plan of Reorganization).

     (o) This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. All capitalized terms not defined in this Guarantee, but defined in the Agreement, shall have the meanings assigned thereto in the Agreement.

     IN WITNESS WHEREOF, Guarantor has caused this Guarantee to be executed by its duly authorized officer as of the date of the Agreement.

LEHMAN BROTHERS HOLDINGS INC.

By:

Name:

Title:

Date:

EXHIBIT B

FORM OF LEGAL OPINION FOR ISSUER

1. Owens Corning is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation.

2. Subject to the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, Owens Corning has all corporate power to enter into this Confirmation and to consummate the transactions contemplated hereby. This Confirmation has been duly authorized and validly executed and delivered by Owens Corning and, upon the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, will constitute a valid and legally binding obligation of Owens Corning enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and other laws affecting creditors generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3. The execution and delivery by Owens Corning of, and, upon the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, the performance by Owens Corning of its obligations under, this Confirmation and the consummation of the transactions herein contemplated, do not conflict with or violate (x) any provision of the certificate of incorporation or by-laws of Owens Corning, (y) any order or judgment of any court or governmental agency or body having jurisdiction over Owens Corning or any of Owens Corning’s assets or (z) any material contractual restriction binding on or affecting Owens Corning or any of its assets.

4. Upon the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, all governmental and other consents that are required to have been obtained by Owens Corning with respect to performance, execution and delivery of this Confirmation will have been obtained and will be in full force and effect and all conditions of any such consents will have been complied with, other than such consents which, if not obtained, will not individually or in the aggregate have a material adverse effect on Owens Corning or on the ability of Owens Corning to complete the transactions contemplated by this Confirmation.

EXHIBIT C

FORM OF LEGAL OPINION FOR TRUST

1. The Trust is duly organized and validly existing as a Delaware statutory trust in good standing under the laws of Delaware.

2. The Trust has all trust power to enter into this Confirmation and to consummate the transactions contemplated hereby and to deliver the Shares in accordance with the terms hereof. This Confirmation has been duly authorized and validly executed and delivered by the Trust and constitutes a valid and legally binding obligation of the Trust enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and other laws affecting creditors generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SCHEDULE 1

LIST OF PERMISSIBLE LEHMAN TRANSFEREES/ASSIGNEES

1.	Bank of America, N.A.
2.	Bear Stearns International Limited; provided, however, that such entity is a permissible transferee only if its obligations are guaranteed, prior to any transfer or assignment, by The Bear Stearns Companies Inc. in a form acceptable to the Trust.
3.	Deutsche Bank AG
4.	JPMorgan Chase Bank, N.A.

GUARANTEE OF LEHMAN BROTHERS HOLDINGS INC.

     LEHMAN BROTHERS OTC DERIVATIVES INC. (“Party A”) and OWENS CORNING (“Party B”) have entered into a transaction (the “Transaction”) under the Confirmation dated July 7, 2006 (the “Confirmation”) and the ISDA Master Agreement incorporated therein by reference, as amended from time to time (collectively referred to as the “Agreement”). This Guarantee is a Credit Support Document as contemplated in the Agreement. Guarantor agrees that Owens Corning shall assign its rights under the Agreement to the Asbestos Personal Injury Trust (as defined in Owens Corning’s Plan of Reorganization), except to the extent provided in the Agreement, and, accordingly, the Asbestos Personal Injury Trust shall on and after the Assignment Effective Date (as defined in the Agreement) be Party B hereunder and entitled to all of the rights and benefits of Party B hereunder. For value received, and in consideration of the financial accommodation accorded to Party A by Party B under the Agreement, LEHMAN BROTHERS HOLDINGS INC., a corporation organized and existing under the laws of the State of Delaware (“Guarantor”), hereby agrees to the following:

     (a) Guarantor hereby irrevocably and unconditionally guarantees to Party B, its successors and assigns the due and punctual and complete payment of all amounts payable by Party A in connection with the Transaction when and as Party A’s obligations thereunder shall become due and payable in accordance with the terms of the Agreement (whether at maturity, by acceleration or otherwise). Guarantor hereby agrees, upon written demand by Party B, to pay or cause to be paid any such amounts punctually when and as the same shall become due and payable.

     (b) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment and not of collection.

     (c) Guarantor hereby agrees that its obligations under this Guarantee shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement against Party A (other than as a result of the unenforceability thereof against Party B), the absence of any action to enforce Party A’s obligations under the Agreement, any waiver or consent by Party B with respect to any provisions thereof, the entry by Party A and Party B into any amendments to the Agreement, additional transactions under the Agreement or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (excluding the defense of payment or statute of limitations, neither of which is waived). The Guarantor acknowledges that Party A and Party B may from time to time enter into one or more transactions pursuant to the Agreement and agrees that the obligations of the Guarantor under this Guarantee will upon the execution of any such transactions by Party A and Party B extend to all such transactions without the taking of further action by the Guarantor.

     (d) This Guarantee shall remain in full force and effect until all the obligations of Party A under the Agreement have been fully and completely satisfied.

     (e) Guarantor further agrees that this Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligation or interest thereon is rescinded or must otherwise be restored by Party B.

     (f) Guarantor hereby waives (i) promptness, diligence, acceptance, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with the Agreement and this Guarantee, or (ii) any requirement that Party B exhaust any right to take any action against Party A or any other person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee.

     (g) The Guarantor agrees that Party B, may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the Guarantor, extend the time of payment of, exchange or surrender any collateral for, or renew any of the obligations of Party A under the Agreement, and may also make any agreement with Party A or with any other party to or person liable on any such obligations, or interested therein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between Party A and Party B or any such other party or person, without in any way impairing or affecting this Guarantee. The Guarantor agrees that Party B may resort to the Guarantor for payment or performance of any of the obligations of Party A under the Agreement, whether or not Party B shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the obligations of Party A under the Agreement.

     (h) The Guarantor will not exercise any rights which it may acquire by way of subrogation until all obligations of Party A under the Agreement to Party B shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the preceding sentence, such amount shall be held for the benefit of Party B and shall forthwith be paid to Party B to be credited and applied to the obligations of Party A under the Agreement, whether matured or unmatured. Subject to the foregoing, upon payment and performance of all obligations of Party A under the Agreement in full, the Guarantor shall be subrogated to the rights of Party B against Party A and Party B agrees to take at the Guarantor’s expense such steps as the Guarantor may reasonably request to implement such subrogation.

     (i) No failure on the part of Party B to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Party B of any right, remedy or power hereunder preclude any other future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to Party B or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by Party B from time to time or at any time.

     (j)

     (i) The Guarantor is a corporation duly existing under the laws of the State of Delaware.

     (ii) The execution, delivery and performance of this Guarantee have been duly authorized by all necessary corporate action and, to the knowledge of the Guarantor, do not conflict with any provision of any federal law or regulation in the United States or Delaware General Corporation Law or of the Guarantor’s charter or by-laws or of any agreement binding upon it.

     (iii) No consent, licenses, approvals and authorizations of and registrations with or declarations to any governmental authority under any federal law in the United States or Delaware General Corporation Law are required in connection with the execution, delivery and performance of this Guarantee.

     (iv) This Guarantee constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

     (k) This Guarantee shall remain full force and effect and be binding upon the Guarantor and its successors and permitted assigns, and inure to the benefit of Party B and its successors and permitted assigns, until all of the obligations owing under the Agreement by Party A have been satisfied in full. Guarantor may not assign this Guarantee or delegate any of its obligations hereunder.

     (l) All notices in connection with this Guarantee shall be deemed effective, if in writing and delivered in person or by courier, on the date delivered to the following address (or such other address which the Guarantor shall notify Party B of in writing):

LEHMAN BROTHERS HOLDINGS INC.
745 7th Avenue, 16th Floor
New York, NY 10019
Attention: Daniel B. Kamensky, Vice President, High Yield Distressed Trading

     (m) With respect to any suit, action or proceedings relating to this Guarantee (“Proceedings”), the Guarantor irrevocably:

          (i) submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York, New York, and

          (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

     (n) This Guarantee cannot be amended, waived or terminated without the prior written consent of Party B and prior to the effective date of the Owens Corning’s Plan of Reorganization, without the prior written consent of the Future Claimants’ Representative (as defined in Owen Corning’s Plan of Reorganization) and Caplin & Drysdale, Chartered, as counsel to the Official Creditors Committee Representing Holders of Asbestos Claims (as defined in Owen Corning’s Plan of Reorganization).

     (o) This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. All capitalized terms not defined in this Guarantee, but defined in the Agreement, shall have the meanings assigned thereto in the Agreement.

     IN WITNESS WHEREOF, Guarantor has caused this Guarantee to be executed by its duly authorized officer as of the date of the Agreement.

LEHMAN BROTHERS HOLDINGS INC.

By:/s/Jason Killerlane

Name: Jason Killerlane, Vice President

EX-99.8

Exhibit 8

FIRST AMENDMENT
TO THE CONFIRMATION

          FIRST AMENDMENT dated as of October 30, 2006 (the “Amendment”), by and among Owens Corning (Reorganized) Inc., a Delaware corporation (“New Owens Corning”), Owens Corning, a Delaware corporation (as debtor-in-possession, and as a reorganized debtor, “OCD”), and Bank of America, N.A. (“BofA”). Each capitalized term used but not defined in this Amendment shall have the meaning given to it in the Confirmation (as defined below).

RECITALS

     WHEREAS, OCD and BofA have heretofore executed and delivered a confirmation, dated as of July 7, 2006 (the “Confirmation”), between OCD and BofA, pursuant to which BofA and OCD agreed to certain share option transactions as described therein, subject to the terms, conditions and limitations set forth in the Confirmation;

     WHEREAS, on July 10, 2006, OCD and certain of its subsidiaries filed a proposed Sixth Amended Joint Plan of Reorganization (as Modified) with the United States Bankruptcy Court for the District of Delaware;

     WHEREAS, as contemplated by the Plan of Reorganization, OCD intends to effect a restructuring plan which would organize OCD and its subsidiaries along OCD’s major business lines in connection with which New Owens Corning was created to serve as the parent corporation and holding company for OCD and its subsidiaries;

     WHEREAS, pursuant to Section 7(h) of the Confirmation, the parties to the Confirmation agreed to make appropriate modifications to the Confirmation to reflect that the Holdco structure, subject to the prior written consent (such consent not to be unreasonably withheld) of the FCR and C&D.

AGREEMENTS

          NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties and covenants set forth herein and in the Confirmation, and other good and valuable consideration, the parties hereto hereby agree as follows:

ARTICLE I
AMENDMENTS

          1.1 Amendment to Introductory Paragraphs.

               1.1.1 The first paragraph of the Confirmation is hereby amended by replacing the first and second sentences of the first paragraph of the Confirmation with the following:

     The purpose of this confirmation (as amended, this “Confirmation”) is to confirm the terms and conditions of the Transaction (the “Transaction”) entered into between Bank of America, N.A. (“BofA”) and Owens Corning, a Delaware corporation to be renamed Owens Corning Sales, Inc. on the Effective Date (as defined in the Plan of Reorganization) (as a debtor-in-possession and a reorganized debtor, as applicable (“OCD”)), subject to the approval of the Bankruptcy Court (as defined below), on the Trade Date specified below (the “Transaction”); pursuant to the First Amendment to the Confirmation, dated as of October 30, 2006, among New Owens Corning (as defined below), OCD and BofA, New Owens Corning became a party to this Confirmation. BofA, OCD and New Owens Corning agree that upon the date on which the Document Delivery Condition (as defined below) is fulfilled (the “Assignment Effective Date”), OCD’s and New Owens Corning’s rights and obligations hereunder shall be automatically assigned to and assumed by the Trust (as defined below); provided, that the Trust shall not make, assume or be obligated or liable for any of the representations, warranties, agreements or covenants of or by OCD or New Owens Corning herein, in the Agreement or the Equity Definitions, and, following the Assignment Effective Date, OCD and New Owens Corning shall remain bound hereby, by the Agreement and by the Equity Definitions to comply with and fulfill and make all such representations, warranties, agreements and covenants and be the only entities liable or responsible for breaches thereof.

               1.1.2 The following paragraph shall be added as the new second paragraph of the Confirmation:

     Each reference in this Confirmation or the Agreement to “Owens Corning” shall mean (i) prior to the Effective Date, OCD and (ii) on and after the Effective Date, Owens Corning (Reorganized) Inc., a Delaware corporation to be renamed Owens Corning on the Effective Date (“New Owens Corning”), except that the first three references in the last sentence of the introductory paragraph of the Confirmation shall at all times refer to OCD.

               1.1.3 The second paragraph of paragraph 7(f) of the Confirmation is hereby amended and restated by replacing it in its entirety with the following:

     Notwithstanding anything to the contrary contained in the Agreement, the Equity Definitions or this Confirmation, breach of a covenant, agreement, obligation or representation or warranty of or by OCD or New Owens Corning or the failure of OCD or New Owens Corning to make any delivery required hereby shall not give rise to a right of BofA to terminate the Transaction or any liability to the Trust or entitle any person or entity to any damages, payments or performance from the Trust.

ARTICLE II
ADDITIONAL TERMS

          2.1 Delivery of Documents. New Owens Corning and OCD shall, on or prior to the Effective Date (as defined in the Plan of Reorganization), deliver to BofA an opinion or opinions of counsel to the effect of the matters set forth in Exhibit A to the Confirmation with respect to this Amendment and each of New Owens Corning and OCD, provided that such opinions may be subject to customary exceptions reasonably acceptable to BofA.

2

          2.2 Representations and Warranties. New Owens Corning and OCD hereby represent and warrant to BofA as of the date hereof each of the Representations contained in the Agreement with respect to this Amendment and the Confirmation, as amended by this Amendment.

ARTICLE III
MISCELLANEOUS

          3.1 Effect of Amendment. Upon the execution and delivery of this Amendment by the parties hereto and subject to the prior written consent (such consent not to be unreasonably withheld) of the FCR and C&D evidenced by their signatures below, the Amendment shall be effective; provided, that the amendments to the Confirmation set forth in Article I of this Amendment shall not become operative until the Operative Time (as defined below). At the Operative Time, the Confirmation shall be amended in accordance herewith, and this Amendment shall form a part of the Confirmation for all purposes and New Owens Corning shall become a party to the Confirmation as of the Operative Time as if originally named therein as a party thereto, except that, in the case of conflict, this Amendment shall control. The Confirmation, as modified and amended by this Amendment, is hereby ratified and confirmed in all respects and all the terms, conditions and provisions thereof shall remain in full force and effect in accordance with its terms. In no event shall this Amendment affect any rights or obligations of the parties to the Confirmation arising prior to the Operative Time. The “Operative Time” shall occur simultaneously with OCD’s emergence from proceedings under the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq. on the Effective Date (as defined in the Plan of Reorganization).

          3.2 Governing Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. EACH PARTY TO THIS AMENDMENT IRREVOCABLY SUBMITS TO THE JURISDICTION OF, AND VENUE IN, THE DISTRICT COURTS OF THE UNITED STATES SITTING IN THE STATE OF NEW YORK OR THE COURTS OF THE STATE OF NEW YORK AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.

          3.3 Counterparts. This Amendment may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

          3.4 Consent Required for Amendments Prior to Assignment Effective Date. This Amendment shall be subject to the provisions of Section 7(j) of the Confirmation as if fully set forth herein.

          3.5 Third Party Beneficiaries. This Amendment shall be subject to the provisions of Section 7(k) of the Confirmation as if fully set forth herein.

          3.6 Headings. The headings in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.

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[Signature Page Follows]

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IN WITNESS WHEREOF, each of the parties has executed this Amendment as of the date first written above.

OWENS CORNING
By:	/s/Stephen K. Krull
	Name:	Stephen K. Krull
	Title:	Sr. Vice President, General Counsel & Secretary
OWENS CORNING (REORGANIZED) INC.
By:	/s/Stephen K. Krull
	Name:	Stephen K. Krull
	Title:	Sr. Vice President, General Counsel & Secretary

BANK OF AMERICA, N.A.
By:	/s/Eric P. Hambleton
	Name:	Eric P. Hambleton
	Title:	Authorized Signatory

IN WITNESS WHEREOF, each of FCR and C&D consent to this Amendment as of the date first written above.

FUTURE CLAIMANTS’ REPRESENTATIVE
By:	/s/James J. McMonagle
	Name:	James J. McMonagle
	Title:	FCR
CAPLIN & DRYSDALE, CHARTERED
By:	/s/Elihu Inselbuch
	Name:	Elihu Inselbuch
	Title:	Member

July 7, 2006

To: Owens Corning

One Owens Corning Parkway
Toledo, Ohio 43659
Attn: Michael Thaman; Stephen Krull

From: Bank of America, N.A.

c/o Banc of America Securities LLC
9 West 57th Street, 40th floor
New York, NY 10019
Telephone: (212) 583-8373
Facsimile: (212) 230-8610

Re: Share Option Transaction

Reference: NY-                                        

     This confirmation (this “Confirmation”), dated July 7, 2006, is intended to confirm the terms and conditions of the Transaction (the “Transaction”) entered into between Bank of America, N.A. (“BofA”) and Owens Corning, a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable (“Owens Corning”)), subject to the approval of the Bankruptcy Court (as defined below) and BofA on the Trade Date specified below. BofA and Owens Corning agree that upon the date on which the Document Delivery Condition (as defined below) is fulfilled (the “Assignment Effective Date”), Owens Corning’s rights and obligations hereunder shall be automatically assigned to and assumed by the Trust (as defined below); provided, that the Trust shall not make, assume or be obligated or liable for any of the representations, warranties, agreements or covenants of or by Owens Corning herein, in the Agreement or the Equity Definitions, and, following the Assignment Effective Date, Owens Corning shall remain bound hereby, by the Agreement and by the Equity Definitions to comply with and fulfill and make all such representations, warranties, agreements and covenants and be the only entity liable or responsible for breaches thereof. Each reference in this Confirmation or the Agreement to “Counterparty” shall mean, (i) prior to the Assignment Effective Date, Owens Corning and (ii) on and after the Assignment Effective Date, the Asbestos Personal Injury Trust (as defined in the Plan of Reorganization) (the “Trust”). As used herein, “Existing Plan” shall mean the Sixth Amended Joint Plan of Reorganization for Owens Corning and its Affiliated Debtors and Debtors-in-Possession, in the form filed on June 5, 2006 in the bankruptcy case of In re Owens Corning, et al, Case No. 00-03837 in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), and “Plan of Reorganization” shall mean the Existing Plan with only those revisions, modifications and amendments to the Existing Plan that Owens Corning and the Plan Proponents (as defined in the Plan of Reorganization) deem necessary or appropriate and that shall not (i) alter the capitalization of Owens Corning contemplated by the Existing Plan, (ii) materially adversely affect the obligations or rights of BofA hereunder or (iii) cause any representation or warranty of Counterparty contained herein to be incorrect.

     This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below and supersedes all or any prior written or oral agreements in relation to the Transaction.

     The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the terms of any of the documents in the following list, the terms of each document in such list shall prevail over all documents which follow such document in such list: this Confirmation, the Equity Definitions and the Agreement.

1. This Confirmation evidences a complete binding agreement between Counterparty (subject to the approval of the Bankruptcy Court) and BofA as to the terms of the Transaction to which this Confirmation relates.

This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross Border) as if BofA and Counterparty had executed an agreement on the date hereof (such agreement, the “Agreement”) in such form but without any Schedule thereto, except for (i) the election of (a) US Dollars as the Termination Currency, (b) the laws of the State of New York (without reference to choice of law doctrine) as the Governing Law and (c) “Second Method” and “Loss” for purposes of Section 6(e) of the Agreement and (ii) the other modifications described below.

2.

This Transaction is comprised of two Share Option Transactions, the Put and the Call. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms relating solely to the Put:

Option Type:	Put
Seller:	BofA
Buyer:	Counterparty
Number of Options:	1,740,741; provided that such Number of Options shall be reduced by the number of any Options exercised under the Call as of the time(s) of such exercise(s) under the Call.
Strike Price:	USD 25.00

General Terms relating solely to the Call:

Option Type:	Call
Seller:	Counterparty
Buyer:	BofA
Number of Options:	1,740,741; provided that such Number of Options shall be reduced by the number of any Options exercised under the Put as of the time(s) of such exercise(s) under the Put.
Strike Price:	USD 37.50

General Terms relating to each of the Put and the Call:

Trade Date:	July 7, 2006
Option Style:	American
Shares:	The common shares of Owens Corning to be issued on the Effective Date. As used herein, “Effective Date” shall be as defined in the Plan of Reorganization.
Issuer:	Owens Corning
Option Entitlement:	One Share per Option

Premium:	Not Applicable
Premium Payment Date:	Not Applicable
Exchange:	The exchange or quotation system on which the Shares are publicly quoted, traded or listed on the Effective Date.
Related Exchange(s):	All Exchanges

Procedures for Exercise:

Commencement Date:	The Scheduled Trading Day immediately following the date, if any, on which all the Conditions Precedent (as defined below) are fulfilled; provided that the Commencement Date shall not occur prior to January 1, 2007 or later than the Scheduled Trading Day following the Outside Commencement Date.
Outside Commencement Date:	January 8, 2007; provided that if the FAIR Act (as defined in the Plan of Reorganization) has been enacted into law on or prior to the Trigger Date (as defined in Section 3(ii) hereof), but has been challenged in a court of competent jurisdiction on or prior to March 31, 2007, the Outside Commencement Date shall be March 27, 2010.
Expiration Time:	At the Scheduled Closing Time on the relevant Exercise Date
Expiration Date:	Means:
	with respect to the Put, the date which is three months after the Commencement Date, or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day; and with respect to the Call, the date which is twelve months after the Commencement Date, or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day.
Multiple Exercise:	Applicable
Minimum Number of Options:	10,000
Maximum Number of Options:	All the Options remaining unexercised
Integral Multiple:	10,000
Automatic Exercise:	Applicable
In-the-Money:	Means, (i) in respect of a Call, that the Reference Price is greater than the Strike Price of the Call; and (ii) in respect of a Put, that the Reference Price is less than the Strike Price of the Put.

BofA’s Telephone
Number and Telex and/or
Facsimile Number and Contact
Details for purpose of Giving
Notice:	c/o Banc of America Securities LLC
	9 West 57th Street, 40th floor
	New York, NY 10019
	Telephone: (212) 583-8373
	Facsimile: (212) 230-8610
Counterparty’s Telephone
Number and Telex and/or
Facsimile Number and Contact
Details for purpose of Giving
Notice:	With respect to Owens Corning,
	Michael Thaman Stephen Krull Owens Corning One Owens Corning Parkway Toledo, Ohio 43659 Telephone: (419) 248-8000 Facsimile: (419) 248-8445 Email: mike.thaman@owenscorning.com;         stephen.k.krull@owenscorning.com
	With respect to the Trust, the Telephone Number and/or Facsimile Number and Contact Details shall be provided by the Trust to BofA in writing on the Assignment Effective Date.
Reference Price:	Notwithstanding Section 3.4(d) of the Equity Definitions, the Reference Price will be (i) if the Exchange is the New York Stock Exchange or the American Stock Exchange, the price per Share as of the Expiration Time on the Expiration Date as reported in the official real-time price dissemination mechanism for the relevant Exchange and (ii) if the Exchange is The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or one of their respective successors), the NASDAQ Official Closing Price (NOCP) on the Expiration Date as reported in the official price determination mechanism for such Exchange.

Settlement Terms:

Physical Settlement:	Applicable
Settlement Currency:	US Dollars
Settlement Method Election:	Not Applicable

Adjustments Applicable to the Transaction:

Method of Adjustment: Calculation Agent Adjustment; provided that none of the transactions that are expressly provided for in the Plan of Reorganization to effectuate the Plan of Reorganization shall trigger an Adjustment.

Extraordinary Events:

New Shares: In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or their respective successors)”.

Consequences of Merger Events:

Share-for-Share:	Alternative Obligation
Share-for-Other:	To the extent that the Put or Call remains unexercised as of the Merger Date in respect of a Merger Event, the Transaction will be terminated as of such time and, notwithstanding anything to the contrary contained in this Confirmation, the Agreement or the Equity Definitions, neither Counterparty nor BofA shall be required to make any payment or any delivery in respect of the portion of the Put or Call that has not been exercised prior to the Merger Date.
Share-for-Combined:	Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, if a Merger Event occurs for which the Other Consideration received by the shareholders of the Issuer includes any Excluded Consideration (as defined below), to the extent that the Put or Call remains unexercised at the closing of a Merger Event, the Transaction will be terminated as of such time and neither Counterparty nor BofA shall be required to make any payment or any delivery in respect of the portion of the Put or Call that has not been exercised prior to the Merger Date. “Excluded Consideration” shall mean anything other than US Dollars, New Shares or Public Securities Consideration (as defined below).
	Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, subject to the immediately succeeding paragraph, if a Merger Event occurs, for which the consideration received by shareholders of the Issuer includes only (a) cash and/or Public Securities Consideration (as defined below) and (b) New Shares, then (i) the Strike Price for the Put and the Call shall, effective on the Merger Date in respect of such Merger Event, be reduced by the sum of the amount of any cash and the market price of any Public Securities Consideration, as determined by the Calculation Agent, received by Counterparty in such Merger Event in respect of one Share; provided, however, that the Strike Price shall never be reduced to less than zero, and (ii) the consequences set forth above opposite Share-for-Share shall

	apply to that portion of the consideration that consists of New Shares as determined by the Calculation Agent. “Public Securities Consideration” shall mean any securities (other than New Shares) quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market or any other publicly traded security for which a quotation is available on TRACE or another similar pricing service, as determined by the Calculation Agent.
	Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, for purposes of the Put, in the event that shareholders of the Issuer are entitled to make an election with respect to the type of consideration to be received in a Share-for-Combined Merger Event of the type described in the two immediately preceding paragraphs, the consideration for each Share shall be deemed to be the per Share consideration received with respect to a plurality of the Shares in the Merger Event. In such event, Owens Corning shall provide BofA with prompt notice of such consideration for the Shares. For purposes of the Call, the consideration for the Shares in a Share-for-Combined Merger Event shall be deemed to be the actual consideration received by Counterparty.
Tender Offer:	Not Applicable
Composition of Combined Consideration:	Not Applicable and, notwithstanding anything to the contrary contained herein, in the Agreement or in the Equity Definitions, Section 12.5(b) of the Equity Definitions shall be inapplicable.
Nationalization, Insolvency or Delisting:	Upon a Nationalization, Insolvency or Delisting Event, the Transaction shall continue as if any such event had not occurred.
Cross Default:	The “Cross-Default” provisions of Section 5(a)(vi) of the Agreement shall apply to BofA and the Trust; “Threshold Amount” shall mean (i) in respect of BofA, an amount equal to three percent of shareholders’ equity of Bank of America Corporation, determined in accordance with generally accepted accounting principles in the United States of America and (ii) in respect of the Trust, an amount equal to three percent of the excess of the Trust’s assets over its indebtedness for borrowed money, determined in accordance with generally accepted accounting principles in the United States of America;  “Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect of deposits received in the ordinary course of a party’s banking business.
Credit Event Upon Merger:	Applicable to BofA; provided, however, that if the resulting, surviving or transferee entity has long term, unsecured and unsubordinated indebtedness or deposits which is or are

	publicly rated (such rating, a “Credit Rating”) by Moody’s Investor Services, Inc. or any successor thereto (“Moody’s”), Standard and Poors Ratings Group or any successor thereto (“S&P”) or any other internationally recognized rating agency (“Other Rating Agency”), then the words “materially weaker” in line 6 of Section 5(b)(iv) of the Agreement shall mean that the Credit Rating (as defined below) of such party (or, if applicable, the Credit Support Provider of such party) shall be rated lower than Baa3 by Moody’s or lower than BBB- by S&P or, in the event that there is no Credit Rating by either Moody’s or S&P applicable to such party (or, if applicable, the Credit Support Provider of such party) but such party’s long-term indebtedness or deposits is or are rated by any Other Rating Agency, lower than a rating equivalent to the foregoing by such Other Rating Agency.
Additional Disruption Events:	No Additional Disruption Events shall apply to the Transaction or this Confirmation except a Change in Law. If a Change in Law occurs and either party elects to terminate the Transaction pursuant to Section 12.9(b)(i) of the Equity Definitions, then such termination shall apply to this Transaction in its entirety and may not apply solely to the Put or solely to the Call.
Insolvency Filing:	Not Applicable
Change in Law:	The definition of “Change in Law” in Section 12.9(a)(ii) of the Equity Definitions shall be amended to delete “(X)” in the sixth line thereof and to delete “, or (Y) it will incur a materially increased cost in performing its obligations under such Transaction (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position)”.
Determining Party:	BofA
Non-Reliance:	Applicable
Agreements and Acknowledgments	Applicable
Regarding Hedging Activities:
Additional Acknowledgments:	Applicable

3. CONDITIONS PRECEDENT

     Each of the following shall be a condition precedent (the “Conditions Precedent”) to the effectiveness of this Transaction:

(i)	The Effective Date shall have occurred;
(ii)	The FAIR Act shall not have been enacted and become law on or before the date that is ten (10) days after the conclusion of the 109th United States Congress (the “Trigger Date”); or if the FAIR Act has been enacted and become law prior to the Trigger Date, but has been challenged in a court of competent jurisdiction on or before March 31, 2007, such challenge ultimately succeeds

	pursuant to a non-appealable final order of such court resulting in the FAIR Act no longer being in effect;
(iii)	Owens Corning has delivered to the Trust the 28.2 million Reserved New OCD Shares (as defined in the Plan of Reorganization) on or prior to the Outside Commencement Date, and all such Shares shall have been validly issued, fully paid, non-assessable and free and clear of all taxes, liens pre-emptive rights, rights of first refusal, subscription and similar rights except that such Shares shall be subject to put and call agreements contemplated by the Plan of Reorganization, including this Confirmation;
(iv)	The Shares are publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or their respective successors);
(v)	Owens Corning shall have sold 72.9 million Shares for aggregate cash proceeds of at least USD 2.187 billion; and
(vi)	The Trust has provided to BofA by no later than five Scheduled Trading Days following the Effective Date, (i) an executed counterpart of this Confirmation and (ii) an opinion of counsel to the effect of the matters set forth in Exhibit B hereto, provided that such opinion may be subject to customary exceptions reasonably acceptable to BofA (collectively, the “Document Delivery Condition”).

If (i) this Confirmation has not been approved by the Bankruptcy Court on or prior to the entry of the Confirmation Order (as defined in the Plan of Reorganization) in respect of the Plan of Reorganization; (ii) the FAIR Act has been enacted and becomes law prior to the Trigger Date, but has not been challenged in a court of competent jurisdiction on or before March 31, 2007 or (iii) any of the above Conditions Precedent are not fulfilled prior to the Outside Commencement Date, then this Transaction shall terminate for no value and neither party shall have any rights or obligations hereunder.

4. DIVIDEND ADJUSTMENTS

     If at any time during the period from and excluding the Effective Date, to and including the Expiration Date, an ex-dividend date for which a cash dividend relates (regardless of when paid by the Issuer to holders of the Shares) occurs with respect to the Shares (an “Ex-Dividend Date”) and that dividend is greater than the Regular Dividend (as defined below) on a per Share basis, then the Forward Dividend Adjustment Value of the difference between the per Share cash dividend corresponding to that Ex-Dividend Date and the Regular Dividend shall be subtracted from the Strike Price relating to the Put and the Strike Price relating to the Call, effective as of such Ex-Dividend Date. “Regular Dividend” shall mean USD 0.18 per Share per quarter.

     For purposes hereof, “Forward Dividend Adjustment Value” with respect to a cash dividend paid on the Shares shall be calculated from the Ex-Dividend Date through and including the Expiration Date of the Put and Call, as applicable, using an interest rate equal to the mid-market interpolated US dollar zero coupon swap rate with a maturity corresponding to the Expiration Date as determined by BofA.

5. PARTIAL OR WHOLE SETTLEMENT DELAYS

     Notwithstanding any other provisions hereof, BofA shall not be entitled to receive Shares or any other class of voting securities of the Issuer (whether in connection with the purchase of Shares on any Settlement Date or otherwise) (i) to the extent (but only to the extent) that, after such receipt, BofA would directly or indirectly beneficially own (as such term is defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) in excess of 8.0% of the outstanding Shares or any other class of voting securities of the Issuer or (ii) if any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall not have expired or been terminated with respect to the acquisition of Shares hereunder (the “HSR Condition”). Any purported delivery hereunder shall be void and have no effect to the

extent (but only to the extent) that after such delivery (i) BofA would directly or indirectly so beneficially own in excess of 8.0% of the outstanding Shares or any other class of voting securities of the Issuer or (ii) the HSR Condition has not been satisfied, as the case may be. If any delivery owed to BofA hereunder is not made, in whole or in part, as a result of this provision, the Trust’s obligation to make such delivery shall not be extinguished and the Trust shall make such delivery as promptly as practicable after, but in no event later than one Clearance System Business Day after, BofA gives notice to the Trust that after such delivery (i) BofA would not directly or indirectly so beneficially own in excess of 8.0% of the outstanding Shares or any other class of voting securities of the Issuer or (ii) the HSR Condition has been satisfied, as the case may be. BofA shall pay the Strike Price to the Trust not later than the Settlement Date with respect to any Options exercised on the same basis as if the Trust made delivery of the Shares upon such exercise even if delivery of the Shares does not take place by such Settlement Date due to the applicability of this Section 5. In the event that the delivery of Shares cannot be made due to the HSR Condition not being satisfied, at the request of BofA, the Trust shall enter into a customary and reasonable escrow arrangement relating to the Shares compliant with the HSR Act and any other legal or regulatory requirements. BofA and Owens Corning (i) shall use reasonable best efforts to prepare and file all necessary documentation and to effect all applications that are necessary or advisable under the HSR Act so that the applicable waiting period shall have expired or been terminated thereunder with respect to the acquisition of Shares hereunder and (ii) shall not take any action that is intended or reasonably likely to materially impede or delay the ability of the parties to obtain any necessary approvals required for the transactions contemplated hereunder; provided that no such actions shall be required if BofA determines that the acquisition of Shares hereunder would not be reasonably expected to require a filing under the HSR Act.

6. TRANSFER OR ASSIGNMENT

     Counterparty may not transfer any of its rights or obligations under this Transaction without the prior written consent of BofA, except for the assignment to the Trust described above. Notwithstanding anything to the contrary in the Agreement, BofA may transfer or assign its rights or obligations under this Transaction, in whole or in part, without the consent of Counterparty, to either (i) any of BofA’s affiliates, provided that the obligations of such affiliate hereunder and under the Agreement are wholly and unconditionally guaranteed, prior to any transfer or assignment, by BofA in a form reasonably acceptable to the Trust or (ii) notwithstanding clause (i), any of BofA’s affiliates or any party specified on Schedule 1 hereto with a Credit Rating (as defined herein) that is, at the time of the relevant transfer or assignment, (a) A+ or higher by S&P or (b) Aa3 or higher by Moody’s; provided, that any such transferee or assignee shall be subject to the requirements (i) to make the representation set forth in Section 7(e) hereof and (ii) to deliver any Tax forms reasonably requested by Counterparty; provided, also, that if such transferee or assignee is a Broker (as defined in 3(a)(4) of the Exchange Act) or a Dealer (as defined in 3(a)(5) of the Exchange Act), BofA may only transfer or assign rights or obligations under this Transaction to such transferee or assignee with the prior written consent of Counterparty and, prior to the Assignment Effective Date, the FCR and C&D (as defined below), such consent not to be unreasonably withheld. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing BofA to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, BofA may designate any of its affiliates (the “Designee”) to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform BofA’s obligations in respect of this Transaction, and Designee may assume such obligations. If the Designee shall have performed the obligations of BofA hereunder, then BofA shall be discharged of its obligations to Counterparty solely to the extent of any such performance.

     For purposes of the foregoing, the “Credit Rating” of a party means the rating of a party assigned by either S&P or Moody’s to such party’s long term, unsecured and unsubordinated indebtedness or deposits.

7. ADDITIONAL TERMS

     (a) Additional Termination Events: It shall constitute an Additional Termination Event where this Transaction is the sole Affected Transaction and Counterparty shall be deemed to be the sole Affected Party, if Counterparty shall have been dissolved, wound-up, liquidated or terminated or, from and after the Assignment Effective Date, in the case of the Trust, the Trust does not have any duly appointed trustees to control the exercise of the powers, authorities and discretions of the Trust.

     (b) Calculation Agent: BofA.

(c)	Delivery of Documents: Counterparty agrees that:
(i)	Counterparty shall deliver to BofA, promptly following a request by BofA or an affiliate of BofA, all documents it may reasonably request relating to the existence of Counterparty and the authority of Counterparty with respect to the Agreement and this Confirmation, all in form and substance reasonably satisfactory to BofA;
(ii)	Owens Corning shall, on or prior to the seventh day after the Trade Date, deliver to BofA an opinion or opinions of counsel to the effect of the matters set forth in of Exhibit A hereto, provided that any such opinion may be subject to customary exceptions reasonably acceptable to BofA;
(iii)	The Trust shall, on or prior to the Assignment Effective Date, deliver to BofA an opinion of counsel to the effect of the matters set forth in Exhibit B hereto, provided that such opinion may be subject to customary exceptions reasonably acceptable to BofA; and
(iv)	From and after the Assignment Effective Date, the Trust shall promptly notify BofA of any change in the identity of any of the trustees of the Trust and shall deliver to BofA any amendment, supplement, revocation, modification or other similar document relating to the Asbestos Personal Injury Trust Agreement (as defined in the Plan of Reorganization), promptly following the execution of any such document.

     (d) Representations in the Agreement; Additional Representations, Warranties and Agreements of Counterparty. Owens Corning hereby represents and warrants to BofA on, and agrees with BofA from and after, any Trade Date with respect to the Representations in the Agreement and clauses (i)(a) and (b), (ii), (iv)(a), (v), (vi), (viii) and (ix) below and the Assignment Effective Date with respect the Representations in the Agreement and clauses (i)(a) and (b) and (ii) below. The Trust hereby represents and warrants to BofA on, and agrees with BofA from and after, the Assignment Effective Date with respect to the Representations in the Agreement and clauses (i)(c), (iii), (iv)(b), (v), (vi), (vii), (viii) and (ix) below.

(i) Material Nonpublic Information

     (a) On the Assignment Effective Date, Owens Corning will not be aware of any material nonpublic information regarding the Issuer.

     (b) On any Exercise Date under the Put (other than the Expiration Date of the Put, if Options thereunder are then exercised pursuant to Automatic Exercise), if requested by BofA, Owens Corning will promptly confirm that it is not aware of any material nonpublic information regarding the Issuer or it shall promptly publicly disclose any such material nonpublic information.

     (c) On any Exercise Date under the Put (other than the Expiration Date of the Put, if Options thereunder are then exercised pursuant to Automatic Exercise), the Trust will not be aware of any material nonpublic information regarding the Issuer obtained from a source other than the Issuer.

(ii) Corporate Policy

     This Transaction will not violate any corporate policy of Owens Corning or other rules or regulations of Owens Corning applicable to Counterparty, including, but not limited to, Owens Corning’s window period policy.

(iii) Reporting Obligations

     The Trust is and will be in compliance with the Trust’s reporting obligations under Section 16, Section 13(d) and Section 13(g) of the Exchange Act with respect to the securities of Owens Corning, and the Trust will provide BofA with a copy of any report filed thereunder in respect of this Transaction

promptly upon filing thereof; provided, however, that failure to make such filings on a timely basis will not trigger a breach of this representation as long as such failures are promptly cured (but in no event more than five Scheduled Trading Days after such reports are required to be filed).

(iv) Legal Counsel

     (a) Owens Corning has been represented and advised by Sidley Austin LLP in connection with the review, negotiation and execution of this Confirmation.

     (b) The beneficiaries of the Trust have been represented and advised by Kaye Scholer LLP and Caplin & Drysdale, Chartered in connection with the review, negotiation and execution of this Confirmation.

(v) Eligible Contract Participant

     Counterparty is an “eligible contract participant” (as such term is defined in Section 1(a)(12) of the Commodity Exchange Act, as amended (the “CEA”)) because

     it is a corporation, partnership, proprietorship, organization, trust or other entity and:

     (A) it has total assets in excess of $10,000,000;

     (B) its obligations hereunder are guaranteed, or otherwise supported by a letter of credit or keep well, support or other agreement, by an entity of the type described in Section 1a(12)(A)(i) through (iv), 1a(12)(A)(v)(I), 1a(12)(A)(vii) or 1a(12)(C) of the CEA; or

     (C) it has a net worth in excess of $1,000,000 and has entered into this Confirmation in connection with the conduct of its business or to manage the risk associated with an asset or liability owned or incurred or reasonably likely to be owned or incurred by it in the conduct of its business.

(vi) Investment Company

     Counterparty is not required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “ICA”), or Counterparty has properly registered as an “investment company” under the ICA and, if so registered, its entry into this Confirmation does not violate the ICA.

(vii) Trust Instrument

     The Asbestos Personal Injury Trust Agreement is governed by, and the Trust has been duly created and is validly existing and being administered under, the laws of the State of Delaware. The copy of the Asbestos Personal Injury Trust Agreement (including any amendment, supplement, form of trustee revocation or appointment or any other similar document relating thereto) provided by the Trust to BofA is a true, complete and correct copy of the Asbestos Personal Injury Trust Agreement.

(viii) Representations in Agreement

     For the avoidance of doubt, and without limiting any representations contained in Section 3(a)(iii) and Section 3(a)(iv) of the Agreement, Counterparty represents that the execution, delivery and performance of the Agreement and any other documentation relating to the Agreement to which it is a party do not violate or conflict with any of the terms or provisions of any stockholders’ agreement, lockup agreement, registration rights agreement or co-sale agreement binding on Counterparty or affecting Counterparty or any of its assets.

     For purposes of the representations by Owens Corning on the Trade Date, Section 3(a)(ii), Section 3(a)(iv), Section 3(a)(v) and Section 3(c) of the Agreement are hereby amended by inserting the words “, subject to the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization” prior to the semicolon or period at the end of each such clause.

     Section 3(a)(iv) of the Agreement is hereby amended by inserting the words “, except such filings as may be required under the HSR Act” immediately following the words “have been complied with”.

(ix) Waiver of Jury Trial

     Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Transaction or the Agreement. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Transaction by, among other things, the mutual waivers and certifications herein.

     (e) Tax Representations of BofA. BofA hereby represents and warrants to, and agrees with, Counterparty on the date hereof and on any Exercise Date that it is a “domestic corporation” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, and shall deliver, at each time of settlement of the Put or Call and at any time thereafter reasonably requested by Counterparty, an Internal Revenue Service Form W-9 and such other forms as may be so requested by Counterparty.

     (f) Owens Corning Defaults. In addition to any remedies afforded BofA in connection with the Transaction, Owens Corning agrees to indemnify and hold harmless BofA and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several (collectively, “Damages”), to which an Indemnified Person may become subject arising out of any breach of any covenant or representation or warranty made by Owens Corning in the Agreement or this Confirmation or any claim, litigation, investigation or proceeding relating thereto, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing; provided, however, that Owens Corning shall not have any liability to any Indemnified Person to the extent that such Damages are finally determined by a court of competent jurisdiction to have directly resulted from the gross negligence or willful misconduct of such Indemnified Person (and in such case, such Indemnified Person shall promptly return to Owens Corning any amounts previously expended by Owens Corning hereunder).

     Notwithstanding anything to the contrary contained in the Agreement, the Equity Definitions or this Confirmation, breach of a covenant, agreement, obligation or representation or warranty of or by Owens Corning or the failure of Owens Corning to make any delivery required hereby shall not give rise to a right of BofA to terminate the Transaction or any liability to the Trust or entitle any person or entity to any damages, payments or performance from the Trust.

     Notwithstanding anything to the contrary contained in the Agreement, the Equity Definitions or this Confirmation, breach of a covenant or representation or warranty by the Trust or the failure of the Trust to make any delivery required hereby shall not give rise to any liability to Owens Corning or entitle any person or entity to any damages or payments from Owens Corning.

     (g) Delivery of Unregistered Shares. Notwithstanding Section 9.11 of the Equity Definitions, the parties hereto acknowledge and agree that the Shares to be delivered by the Trust upon exercise of the Put or Call will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or registered or qualified under any applicable state or foreign securities laws. BofA represents, warrants and agrees on the date hereof, on the Assignment Effective Date and on each date on which the Put or Call is exercised that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act and that it will transfer the

Shares delivered by the Trust upon exercise of the Put or Call only pursuant to a registration statement under the Securities Act or in a transaction exempt from registration under the Securities Act.

     (h) Corporate Restructuring Contemplated in Plan of Reorganization. The Existing Plan contemplates that, on the Effective Date, Owens Corning intends to effect a restructuring plan which would organize Owens Corning and its subsidiaries along Owens Corning’s major business lines. This restructuring plan may result in the creation of a new Delaware company to serve as the parent corporation and holding company for Owens Corning and its subsidiaries (“Holdco”). To the extent that such plan to create the Holdco structure is effected with the approval of the Bankruptcy Court, Owens Corning and BofA shall make appropriate modifications to this Confirmation to reflect the Holdco structure, subject to the prior written consent (such consent not to be unreasonably withheld) of the Future Claimants Representative (as defined in the Plan of Reorganization) (the “FCR”) and Caplin & Drysdale, Chartered (“C&D”), as counsel to the Official Creditors Committee Representing Holders of Asbestos Claims.

     (i) BofA Branch Office. Section 10(a) of the Agreement shall apply to BofA.

     (j) Consent Required for Amendments Prior to Assignment Effective Date. No amendments, modifications, alterations or waivers (except as provided in clause (h) above) shall be made hereto prior to the Assignment Effective Date without the prior written consent of the FCR and C&D.

     (k) Third Party Beneficiaries. Until the Assignment Effective Date, the FCR and C&D are intended third party beneficiaries of the Agreement and hereof and are entitled to enforce their rights and the rights of the Trust thereunder and hereunder as if they were parties thereto and hereto.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it by mail or facsimile transmission to the fax number indicated above.

Very truly yours, Bank of America, N.A.
By:	/s/Eric P. Hambleton
	Authorized Signatory
	Name:	Eric P. Hambleton
	Title:	Authorized Signatory

Confirmed as of the date first above written:

Owens Corning
By:	/s/Michael Thaman
	Authorized Signatory
	Name: Title:

Confirmed as of the Assignment Effective Date:

Asbestos Personal Injury Trust
By:	/s/Dean M. Trafelet
	Authorized Signatory
	Name: Dean M. Trafelet Title: Managing Trustee

EXHIBIT A

FORM OF LEGAL OPINION FOR ISSUER

1. Owens Corning is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation.

2. Subject to the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, Owens Corning has all corporate power to enter into this Confirmation and to consummate the transactions contemplated hereby. This Confirmation has been duly authorized and validly executed and delivered by Owens Corning and, upon the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, will constitute a valid and legally binding obligation of Owens Corning enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and other laws affecting creditors generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3. The execution and delivery by Owens Corning of, and, upon the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, the performance by Owens Corning of its obligations under, this Confirmation and the consummation of the transactions herein contemplated, do not conflict with or violate (x) any provision of the certificate of incorporation or by-laws of Owens Corning, (y) any order or judgment of any court or governmental agency or body having jurisdiction over Owens Corning or any of Owens Corning’s assets or (z) any material contractual restriction binding on or affecting Owens Corning or any of its assets.

4. Subject to the entry by the Bankruptcy Court of the Confirmation Order and the occurrence of the Effective Date of the Plan of Reorganization, all governmental and other consents that are required to have been obtained by Owens Corning with respect to performance, execution and delivery of this Confirmation will have been obtained and will be in full force and effect and all conditions of any such consents will have been complied with, other than such consents which, if not obtained, will not individually or in the aggregate have a material adverse effect on Owens Corning or on the ability of Owens Corning to complete the transactions contemplated by this Confirmation.

EXHIBIT B

FORM OF LEGAL OPINION FOR TRUST

1. The Trust is duly organized and validly existing as a Delaware statutory trust in good standing under the laws of Delaware.

2. The Trust has all trust power to enter into this Confirmation and to consummate the transactions contemplated hereby and to deliver the Shares in accordance with the terms hereof. This Confirmation has been duly authorized and validly executed and delivered by the Trust and constitutes a valid and legally binding obligation of the Trust enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and other laws affecting creditors generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SCHEDULE 1

LIST OF PERMISSIBLE BOFA TRANSFEREES/ASSIGNEES

1.	Bear Stearns International Limited; provided, however, that such entity is a permissible transferee only if its obligations are guaranteed, prior to any transfer or assignment, by The Bear Stearns Companies Inc. in a form acceptable to the Trust.
2.	Deutsche Bank AG
3.	JPMorgan Chase Bank, N.A.
4.	Lehman Brothers OTC Derivatives Inc.; provided, however, that such entity is a permissible transferee only if its obligations are guaranteed, prior to any transfer or assignment, by Lehman Brothers Holdings Inc. in a form acceptable to the Trust.

EX-99.9

Exhibit 9

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the Owens Corning/Fibreboard Asbestos Personal Injury Trust, the PI Trust Advisory Committee and James J. McMonagle, Esq., in his capacity as the Future Claimants’ Representative under the Owens Corning/Fibreboard Asbestos Personal Injury Trust Agreement, dated October 31, 2006, on behalf of each of them a statement on Schedule 13D (including amendments thereto) with respect to shares of common stock, par value $0.01 per share, of Owens Corning, a Delaware corporation, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

[Signature page follows]

Joint Filing Agreement

     IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 19^th day of December, 2006.

OWENS CORNING/FIBREBOARD ASBESTOS PERSONAL INJURY TRUST

      /s/Harry Huge Harry Huge, Trustee

     /s/D. LeAnne Jackson D. LeAnne Jackson, Trustee

     /s/Dean M. Trafelet Dean M. Trafelet, Trustee

PI TRUST ADVISORY COMMITTEE

     /s/Matthew Bergman Matthew Bergman, Esq.

     /s/Russell W. Budd Russell W. Budd, Esq.

     /s/John D. Cooney John D. Cooney, Esq.

     /s/James Ferraro James Ferraro, Esq.

     /s/Theodore Goldberg Theodore Goldberg, Esq.

     /s/Steven Kazan Steven Kazan, Esq.

     /s/Joseph F. Rice Joseph F. Rice, Esq.

     /s/Armand J. Volta, Jr. Armand J. Volta, Jr., Esq.

     /s/Perry Weitz Perry Weitz, Esq.

Joint Filing Agreement

FUTURE CLAIMANTS’ REPRESENTATIVE, under the Owens Corning/Fibreboard Asbestos Personal Injury Trust Agreement, dated October 31, 2006

     /s/James J. McMonagle James J. McMonagle, Esq.

Joint Filling Agreement