8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date Of Report (Date Of Earliest Event Reported): 7/10/2006

Owens Corning

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 1-3660

DE	34-4323452
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

One Owens Corning Parkway, Toledo, OH 43659

(Address of Principal Executive Offices, Including Zip Code)

419-248-8000

(Registrant’s Telephone Number, Including Area Code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Items to be Included in this Report

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on May 10, 2006, Owens Corning and J.P. Morgan Securities Inc. (“J.P. Morgan”) executed an equity commitment agreement (the “Equity Commitment Agreement”), which was subject to approval by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On July 10, 2006, an order entered by the Bankruptcy Court authorizing and directing Owens Corning to execute, deliver and implement the Equity Commitment Agreement, and any transactions contemplated thereby, became effective.

The Equity Commitment Agreement contemplates a rights offering (the “Rights Offering”) whereby holders of certain claims against Owens Corning would be offered the right to purchase, at a purchase price of $30.00 per share, up to their pro rata share of 72,900,000 shares of the up to 131,400,000 shares of common stock of reorganized Owens Corning (or one of its affiliates) (the “New Common Stock”) to be issued in connection with the Revised Sixth Amended Plan (as defined below). The Equity Commitment Agreement provides for the purchase by J.P. Morgan of a number of shares of New Common Stock equal to 72,900,000 minus the number of shares of New Common Stock purchased pursuant to the Rights Offering on or before its expiration. The Equity Commitment Agreement also provides for J.P. Morgan to receive a fee of $100,000,000 from Owens Corning, which fee was paid on July 10, 2006, following the entry of the order with respect to the Equity Commitment Agreement by the Bankruptcy Court.

A copy of the Equity Commitment Agreement is being filed as Exhibit 10 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01. Other Events.

As previously disclosed, 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.

Also as previously disclosed, on June 5, 2006, the Debtors, together with the Official Committee of Asbestos Claimants and the Legal Representative for the class of future asbestos claimants (collectively, the “Proponents”), filed with the Bankruptcy Court a Sixth Amended Joint Plan Of Reorganization For Owens Corning And Its Affiliated Debtors And Debtors-In-Possession (the “Sixth Amended Plan”) and a Disclosure Statement with respect to the Sixth Amended Plan (the “Disclosure Statement”).

On July 10, 2006, the Proponents filed with the Bankruptcy Court a Sixth Amended Joint Plan Of Reorganization For Owens Corning And Its Affiliated Debtors And Debtors-In-Possession (as Modified) (the “Revised Sixth Amended Plan”).

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A copy of the Revised Sixth Amended Plan is being filed as Exhibit 2 to this Current Report on Form 8-K and is incorporated by reference herein.

On July 10, 2006, the Proponents also filed with the Bankruptcy Court a Disclosure Statement with Respect to Sixth Amended Joint Plan Of Reorganization For Owens Corning And Its Affiliated Debtors And Debtors-In-Possession (as Modified) (the “Revised Disclosure Statement”). A copy of the Revised Disclosure Statement is being filed as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein. The Revised Disclosure Statement has been prepared in accordance with Section 1125 of the United States Bankruptcy Code and Rule 3016 of the Federal Rules of Bankruptcy Procedure and not in accordance with federal or state securities laws or other non-bankruptcy laws or regulations.

On July 11, 2006, the Bankruptcy Court entered an order that, among other things, approved the Revised Disclosure Statement in all respects and scheduled a hearing to consider confirmation of the Revised Sixth Amended Plan (as it may be amended) on September 18, 2006 (subject to continuance by the Bankruptcy Court or the Debtors).

The Equity Commitment Agreement and the Revised Sixth Amended Plan contemplate that, on or before the effective date of the Revised Sixth Amended Plan, Owens Corning shall have entered into certain ancillary agreements with J.P. Morgan (and any financial institutions with which J.P. Morgan has entered into a syndication agreement with respect to its obligations pursuant to the Equity Commitment Agreement (together with J.P. Morgan, the “Backstop Providers”)) and with the Owens Corning/Fibreboard Asbestos Personal Injury Trust (as defined in the Revised Sixth Amended Plan, the “Trust”). Accordingly, on July 7, 2006, in furtherance of certain of these provisions under the Equity Commitment Agreement and the Revised Sixth Amended Plan, (i) Owens Corning and the Backstop Providers entered into a registration rights agreement (the “Investor Registration Agreement”) and (ii) Owens Corning and the legal representatives for certain asbestos claimants finalized the terms of a draft registration rights agreement to be entered into by Owens Corning and the Trust upon the effective date of the Revised Sixth Amended Plan (the “Trust Registration Agreement”). In addition, on July 7, 2006, Owens Corning and certain of the Backstop Providers entered into certain agreements (the “Collar Agreements”) with respect to the put and call options granted to the Trust and such Backstop Purchasers pursuant to the Equity Commitment Agreement. Each of the Investor Registration Agreement, the draft Trust Registration Agreement and the Collar Agreements was filed with the Bankruptcy Court as exhibits to the Revised Sixth Amended Plan, and is being filed as part of Exhibit 2 to this Current Report on Form 8-K and is incorporated by reference herein.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2	Sixth Amended Joint Plan Of Reorganization For Owens Corning And Its Affiliated Debtors And Debtors-In-Possession (as Modified)
10	Equity Commitment Agreement, dated May 10, 2006, by and between Owens Corning and J.P. Morgan Securities Inc.
99	Disclosure Statement With Respect To Sixth Amended Joint Plan Of Reorganization For Owens Corning And Its Affiliated Debtors and Debtors-In-Possession (as Modified)

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Signature(s)

Pursuant to the Requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized.

	Owens Corning
Date: July 14, 2006	By:	/s/ Rodney A. Nowland
		Rodney A. Nowland
		Assistant Secretary

5

Exhibit Index

Exhibit No.	Description
2	Sixth Amended Joint Plan Of Reorganization For Owens Corning And Its Affiliated Debtors And Debtors-In-Possession (as Modified)
10	Equity Commitment Agreement, dated May 10, 2006, by and between Owens Corning and J.P. Morgan Securities Inc.
99	Disclosure Statement With Respect To Sixth Amended Joint Plan Of Reorganization For Owens Corning And Its Affiliated Debtors and Debtors-In-Possession (as Modified)

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EX-2

EXHIBIT 2

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

IN RE:   OWENS CORNING, et al.,   Debtors. )
)
)
)
)
)
)       Chapter 11       Case No. 00-03837 (JKF)         Jointly Administered

SIXTH AMENDED JOINT PLAN OF REORGANIZATION FOR OWENS CORNING

AND ITS AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION (AS MODIFIED)

SAUL EWING LLP Norman L. Pernick (I.D. # 2290) J. Kate Stickles (I.D. # 2917) 222 Delaware Avenue P.O. Box 1266 Wilmington, DE 19899-1266 (302) 421-6800   Charles O. Monk, II Jay A. Shulman Lockwood Place 500 E. Pratt Street Baltimore, MD 21202 (410) 332-8600   Adam H. Isenberg Centre Square West 1500 Market Street, 38^th Floor Philadelphia, PA 19102-2186 (215) 972-7777   Attorneys for the Debtors and Debtors-in-Possession SIDLEY AUSTIN LLP James F. Conlan Larry J. Nyhan Jeffrey C. Steen Dennis M. Twomey Andrew F. O’Neill 1 South Dearborn Street Chicago, IL 60603 (312) 853-7000   Attorneys for the Debtors and Debtors-in-Possession   COVINGTON & BURLING Mitchell F. Dolin Anna P. Engh 1201 Pennsylvania Avenue, N.W. Washington, D.C. 20004-2401 (202) 662-6000   Special Insurance Counsel to Debtors and Debtors-in-Possession (as to insurance matters)

i

DEBEVOISE & PLIMPTON LLP Roger E. Podesta Mary Beth Hogan 919 Third Avenue New York, NY 10022 (212) 909-6000   Special Asbestos Counsel to the Debtors and Debtors-in-Possession   KAYE SCHOLER LLP Andrew A. Kress Jane W. Parver Edmund M. Emrich 425 Park Avenue New York, NY 10022 (212) 836-8000   YOUNG, CONAWAY, STARGATT & TAYLOR, LLP James L. Patton, Jr. (I.D. # 2202) Edwin J. Harron (I.D. # 3396) The Brandywine Building 1000 West Street, 17^th Floor P.O. Box 391 Wilmington, DE 19899-0391 (302) 571-6600   Attorneys for James J. McMonagle, Legal Representative for Future Claimants   Dated as of: July 10, 2006 CAPLIN & DRYSDALE, CHARTERED Elihu Inselbuch 375 Park Avenue, 35^th Floor New York, NY 10152-3500 (212) 319-7125   Peter Van N. Lockwood One Thomas Circle, N.W. Washington, D.C. 20005 (202) 862-5000   CAMPBELL & LEVINE, LLC Marla Eskin (I.D. # 2989) Mark T. Hurford (I.D. # 3299) Kathleen Campbell Davis (I.D. #4229) 800 King Street Wilmington, DE 19801 (302) 426-1900 (302) 426-1900   Attorneys for the Official Committee of Asbestos Claimants

ii

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW			1
A.	Scope of Definitions		1
B.	Definitions		2
	1.1	“$150 Million Debentures”	2
	1.2	“$250 Million Notes”	2
	1.3	“$300 Million High Coupon Debentures”	2
	1.4	“$400 Million Debentures”	2
	1.5	“$550 Million Term Notes”	2
	1.6	“130 Million DEM Bearer Bonds”	2
	1.7	“1997 Credit Agreement”	2
	1.8	“Ad Hoc Bondholders’ Committee”	2
	1.9	“Ad Hoc Equity Holders’ Committee”	3
	1.10	“Administrative Claims”	3
	1.11	“Affiliate”	3
	1.12	“Affiliated FM Entities”	3
	1.13	“Affiliated FM Policy”	3
	1.14	“Affiliated FM Settlement Agreement”	3
	1.15	“AIG Company Entities”	3
	1.16	“AIG Policies”	4
	1.17	“AIG Settlement Agreement”	5
	1.18	“Allianz Entities”	5
	1.19	“Allianz Policies”	5
	1.20	“Allianz Settlement Agreement”	5
	1.21	“Allowed”	5
	1.22	“Amended and Restated Bylaws of Reorganized OCD”	6
	1.23	“Amended and Restated Certificate of Incorporation of Reorganized OCD”	7
	1.24	“Asbestos Claimants’ Committee”	7
	1.25	“Asbestos Personal Injury Claims”	7
	1.26	“Asbestos Personal Injury Permanent Channeling Injunction”	7
	1.27	“Asbestos Personal Injury Trust”	7
	1.28	“Asbestos Personal Injury Trust Agreement”	7
	1.29	“Asbestos Personal Injury Trust Distribution Procedures”	7
	1.30	“Asbestos Personal Injury Trustees”	8
	1.31	“Available Cash”	8
	1.32	“Avoidance Actions”	8
	1.33	“AXA Entities”	8
	1.34	“AXA Policies”	8
	1.35	“AXA Settlement Agreement”	9
	1.36	“Backstop Providers”	9

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1.37	“Ballot”	9
1.38	“Ballot Date”	9
1.39	“Bank Default Interest and Fee Amount”	9
1.40	“Bank Holders”	9
1.41	“Bank Holders Adversary Action”	9
1.42	“Bank Holders Claims”	10
1.43	“Bankruptcy Code”	10
1.44	“Bankruptcy Court”	10
1.45	“Bankruptcy Rules”	10
1.46	“Board of Directors”	10
1.47	“Bondholders”	10
1.48	“Bondholders Claims”	10
1.49	“Business Day”	10
1.50	“Call Options”	10
1.51	“Cash”	10
1.52	“CDC”	10
1.53	“Century Indemnity”	10
1.54	“Chapter 11”	10
1.55	“Chapter 11 Cases”	10
1.56	“Charging Lien”	11
1.57	“Claim”	11
1.58	“Claimant Released Parties”	11
1.59	“Claims Objection Deadline”	11
1.60	“Claims Trading Injunction”	11
1.61	“Class”	11
1.62	“Class [    ]4 Distribution Amount”	11
1.63	“Class          Final Distribution Percentage”	11
1.64	“Class          Initial Distribution Percentage”	12
1.65	“Class A4 Initial Distribution Amount”	12
1.66	“Class A5 Aggregate Distribution”	12
1.67	“Class A6-A Aggregate Distribution”	12
1.68	“Class A6-B Aggregate Distribution”	12
1.69	“Class A7 Aggregate Amount”	12
1.70	“Class A10 Distribution Amount”	12
1.71	“Class A11 Warrants”	12
1.72	“Class A12-A Warrants”	13
1.73	“Class B4 Distribution Amount”	13
1.74	“Class B8 Aggregate Amount”	13
1.75	“Class I4 Distribution Amount”	13
1.76	“Collar Agreements”	13
1.77	“Combined [Entity] Distribution Value”	13
1.78	“Combined FB Distribution Value”	13
1.79	“Combined Integrex Distribution Value”	13
1.80	“Combined OCD Distribution Package”	14
1.81	“Combined OCD Distribution Package Value”	14
1.82	“Combined OCD Distribution Value”	14

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1.83	“Combined OCD Supplemental Distribution Package”	14
1.84	“Combined OCD Supplemental Distribution Package Value”	14
1.85	“Commercial Claims”	14
1.86	“Committed Claims Account”	15
1.87	“Committees”	15
1.88	“Confirmation Conditions”	15
1.89	“Confirmation Date”	15
1.90	“Confirmation Hearing”	15
1.91	“Confirmation Order”	15
1.92	“Contingent Note”	15
1.93	“Continuing Director”	15
1.94	“Contribution Agreement”	15
1.95	“Convenience Claim”	16
1.96	“CSFB”	16
1.97	“Cure”	16
1.98	“Debt”	16
1.99	“Debt Agreements”	16
1.100	“Debtors”	16
1.101	“Debtors-in-Possession”	16
1.102	“Demand”	16
1.103	“Depository Law Firms”	16
1.104	“DIP Agent”	16
1.105	“DIP Facility”	16
1.106	“DIP Facility Claims”	17
1.107	“Disallowed Claim”	17
1.108	“Disbursing Agent”	17
1.109	“Disclosure Statement”	17
1.110	“Disclosure Statement Hearing”	17
1.111	“Disputed Claim”	17
1.112	“Disputed Distribution Reserve”	17
1.113	“Distribution Record Date”	17
1.114	“District Court”	17
1.115	“Effective Date”	17
1.116	“Eligible”	18
1.117	“Employee Arrangements”	18
1.118	“Encumbrance”	18
1.119	“Engineered Yarns”	18
1.120	“Enjoined Action”	18
1.121	“Environmental Claims”	18
1.122	“Environmental Settlement Agreement”	18
1.123	“EPA”	18
1.124	“Equity Commitment Agreement”	19
1.125	“ERISA”	19
1.126	“ESI”	19
1.127	“Estates”	19

v

1.128	“Excess Available Cash”	19
1.129	“Excess New OCD Common Stock”	19
1.130	“Existing Fibreboard Insurance Settlement Trust Assets”	19
1.131	“Existing OCD Common Stock”	19
1.132	“Existing OCD Options”	19
1.133	“Existing OCD Preferred Stock”	19
1.134	“Exit Facility”	19
1.135	“Exit Financing Amount”	19
1.136	“Face Amount”	20
1.137	“FAIR Act”	20
1.138	“FAIR Act Conditions”	20
1.139	“Falcon Foam”	20
1.140	“FB Asbestos Personal Injury Claim”	20
1.141	“FB Asbestos Property Damage Claim”	20
1.142	“FB Indirect Asbestos PI Trust Claim”	21
1.143	“FB Indirect Asbestos Property Damage Claim”	21
1.144	“FB Person”	22
1.145	“FB Resolved Asbestos Personal Injury Claim”	22
1.146	“FB Restricted Cash”	22
1.147	“FB Sub-Account”	22
1.148	“FB Sub-Account Settlement Payment”	22
1.149	“FB/OC Asbestos Settlement Payment”	23
1.150	“Fibreboard”	23
1.151	“Fibreboard Insurance Settlement Trust”	23
1.152	“Filing”	23
1.153	“Final Bank Unimpairment Order”	23
1.154	“Final Distribution Date”	23
1.155	“Final Order”	23
1.156	“Future Claimants’ Representative”	23
1.157	“General Unsecured Claim”	23
1.158	“General Unsecured/Senior Indebtedness Claim”	24
1.159	“Granite State”	24
1.160	“Hartford Entities”	24
1.161	“Hartford Policies”	24
1.162	“Hartford Settlement Agreement”	25
1.163	“HOMExperts”	25
1.164	“Impaired”	25
1.165	“Indemnification Obligations”	25
1.166	“Indenture Trustee Fees”	26
1.167	“Initial Bank Holders’ Distribution”	26
1.168	“Initial Distribution Date”	26
1.169	“Insolvent Insurer PI Rights”	26
1.170	“Insurance Guarantee Fund PI Rights”	26
1.171	“Integrex”	26
1.172	“Integrex Asbestos Personal Injury Claims”	26
1.173	“Integrex Minority Interests”	26

vi

1.174	“Intercompany Claim”	27
1.175	“Interested Party”	27
1.176	“Interests”	27
1.177	“Investor”	27
1.178	“Investor Registration Rights Agreement”	27
1.179	“IPM”	27
1.180	“IRC”	27
1.181	“IRS”	27
1.182	“Jefferson Holdings”	27
1.183	“Management and Director Arrangements”	27
1.184	“Material Right of Action”	27
1.185	“Merged Plan”	27
1.186	“MIPS Claims and Interests”	27
1.187	“MiraVista Claims”	28
1.188	“MiraVista Class Action Settlement Agreement”	28
1.189	“Mt. McKinley Entities”	28
1.190	“Mt. McKinley Policies”	28
1.191	“Mt. McKinley Settlement Agreement”	29
1.192	“New OCD Common Stock”	29
1.193	“New OCD Securities”	29
1.194	“Non-Debtor Subsidiaries”	29
1.195	“Non-Participating Insurers”	29
1.196	“NSP”	29
1.197	“NSP Administrative Deposit Accounts”	30
1.198	“NSP Agreements”	30
1.199	“NSP Avoidance Actions”	30
1.200	“Objection Deadline”	30
1.201	“OC”	30
1.202	“OC Asbestos Personal Injury Claim”	30
1.203	“OC Asbestos Personal Injury Liability Insurance Assets”	31
1.204	“OC Asbestos Property Damage Claim”	31
1.205	“OCD”	31
1.206	“OCD/FB Settlement”	31
1.207	“OCD Asbestos Personal Injury Estimation Order”	32
1.208	“OCD Insurance Escrow”	32
1.209	“OCD Interests”	32
1.210	“OCD Restricted Cash”	32
1.211	“OCFBV Class A6-A Claim”	32
1.212	“OCFBV Class A11 Claim”	32
1.213	“OCFBV Settlement Agreement”	33
1.214	“OCFT”	33
1.215	“OCHT”	33
1.216	“OC Indirect Asbestos PI Trust Claim”	33
1.217	“OC Indirect Asbestos Property Damage Claim”	33
1.218	“OC Overseas”	33
1.219	“OC Person”	34

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1.220	“OC Remodeling”	34
1.221	“OC Resolved Asbestos Personal Injury Claim”	34
1.222	“OC Sub-Account”	34
1.223	“OC Sweden”	34
1.224	“Official Representatives”	34
1.225	“Other Priority Claims”	34
1.226	“Other Secured Claims”	34
1.227	“Other Secured Tax Claims”	35
1.228	“Person”	35
1.229	“Petition Date”	35
1.230	“Plan”	35
1.231	“Plan Proponents”	35
1.232	“Plan Support Agreement”	35
1.233	“Pre-petition Bond Indentures”	35
1.234	“Pre-petition Bonds”	35
1.235	“Pre-petition Indenture Trustees”	36
1.236	“Priority Tax Claim”	36
1.237	“Pro Rata”	36
1.238	“Professional Services”	36
1.239	“Proof of Claim”	36
1.240	“Protected Party”	36
1.241	“Put Options”	38
1.242	“Quarterly Distribution Date”	38
1.243	“Record Date”	38
1.244	“Reference Order”	38
1.245	“Registration Rights Agreement”	38
1.246	“Reinstatement”	38
1.247	“Related Persons”	38
1.248	“Released Actions”	39
1.249	“Released Parties”	39
1.250	“Reorganized Debtors”	39
1.251	“Reorganized Integrex”	40
1.252	“Reorganized OCD”	40
1.253	“Reorganized OCD Board”	40
1.254	“Reorganized Subsidiary Debtors”	40
1.255	“Reserved Class A6-A Aggregate Amount”	40
1.256	“Reserved Class A6-B Aggregate Amount”	40
1.257	“Reserved New OCD Shares”	40
1.258	“Reserved OCD Distribution Amount”	40
1.259	“Reserved OCD Distribution Package”	41
1.260	“Resolved Asbestos Personal Injury Claims”	41
1.261	“Restricted Cash”	41
1.262	“Restructuring Transactions”	41
1.263	“Rights”	41
1.264	“Rights Offering”	41
1.265	“Rights Offering Account”	41

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1.266	“Rights Offering Amount”	41
1.267	“Rights Offering Documents”	42
1.268	“Rights Offering Purchase Price Proceeds”	42
1.269	“Rights Offering Record Date”	42
1.270	“Rights Offering Shares”	42
1.271	“Royal Entities”	42
1.272	“Royal Policies”	42
1.273	“Royal Settlement Agreement”	42
1.274	“Senior Indebtedness Claim”	42
1.275	“Senior Indebtedness Final Distribution Percentage”	43
1.276	“Senior Indebtedness Initial Distribution Percentage”	43
1.277	“Senior Notes”	43
1.278	“Settlement Term Sheet”	43
1.279	“SOFAS”	44
1.280	“Soltech”	44
1.281	“Standard Combination”	44
1.282	“Subordinated Claims”	44
1.283	“Subscription Agent”	44
1.284	“Subscription Agreement”	44
1.285	“Subscription Commencement Date”	44
1.286	“Subscription Documents”	44
1.287	“Subscription Expiration Time”	44
1.288	“Subscription Price”	45
1.289	“Subsidiary”	45
1.290	“Subsidiary Debtors”	45
1.291	“Subsidiary Interests”	45
1.292	“Supplemental Excess Available Cash”	45
1.293	“Supplemental Excess New OCD Common Stock”	45
1.294	“Supply Chain Solutions”	45
1.295	“Syndication Agreement”	45
1.296	“TAC”	45
1.297	“Testing Systems”	45
1.298	“Total [Entity] Distributable Value”	45
1.299	“Total Enterprise Value”	46
1.300	“Total Falcon Foam Distributable Value”	46
1.301	“Total FB Distributable Value”	46
1.302	“Total IPM Distributable Value”	46
1.303	“Total OCD Distributable Value”	46
1.304	“Total Ventures Distributable Value”	46
1.305	“Trigger Date”	47
1.306	“Trust Promissory Note”	47
1.307	“Trust Registration Rights Agreement”	47
1.308	“Trust Stock Pledge”	47
1.309	“Unclassified Claims”	47
1.310	“Unimpaired”	47
1.311	“Unpaid FB Resolved Asbestos Personal Injury Claim”	47

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	1.312	“Unpaid OC Resolved Asbestos Personal Injury Claim”	47
	1.313	“Unsecured Creditors’ Committee”	48
	1.314	“Unsubscribed Shares”	48
	1.315	“Ventures”	48
	1.316	“Voting Deadline”	48
	1.317	“Voting Procedures”	48
	1.318	“Voting Procedures Order”	48
	1.319	“Vytec”	48
	1.320	“Wellington Agreement”	48
C.	Rules of Interpretation		48
D.	Computation of Time		48
E.	Governing Law		49
ARTICLE II CLASSIFICATION OF CLAIMS AND INTERESTS			49
	2.1	Introduction	49
	2.2	Owens Corning (Classes A1 through A12)	49
	2.3	Fibreboard Corporation (Classes B1 through B12)	51
	2.4	Exterior Systems, Inc. (Classes C1 through C12)	51
	2.5	Vytec Corporation (Classes D1 through D12)	52
	2.6	Soltech, Inc. (Classes E1 through E12)	53
	2.7	Owens-Corning Fiberglas Technology Inc. (Classes F1 through F12)	53
	2.8	Owens-Corning Fiberglas Sweden Inc. (Classes G1 through G12)	54
	2.9	IPM, Inc. (Classes H1 through H12)	55
	2.10	Integrex (Classes I1 through I12)	56
	2.11	CDC Corporation (Classes J1 through J12)	57
	2.12	Owens Corning HT, Inc. (Classes K1 through K12)	57
	2.13	Owens Corning Remodeling Systems, LLC (Classes L1 through L12)	58
	2.14	Engineered Yarns America, Inc. (Classes M1 through M12)	58
	2.15	Falcon Foam Corporation (Classes N1 through N12)	59
	2.16	HOMExperts LLC (Classes O1 through O12)	59
	2.17	Integrex Professional Services LLC (Classes P1 through P12)	60
	2.18	Integrex Testing Systems LLC (Classes Q1 through Q12)	61
	2.19	Integrex Supply Chain Solutions LLC (Classes R1 through R12)	61
	2.20	Integrex Ventures LLC (Classes S1 through S12)	62
	2.21	Jefferson Holdings, Inc. (Classes T1 through T12)	63
	2.22	Owens-Corning Overseas Holdings, Inc. (Classes U1 through U12)	63
ARTICLE III TREATMENT OF CLAIMS AND INTERESTS			64
	3.1	Unclassified Claims	64
	3.2	Unimpaired Claims: Other Priority Claims (Classes A1 through U1), Other Secured Tax Claims (Classes A2-A through U2-A) and Other Secured Claims (A2-B through U2-B)	65

x

	3.3	OCD (Classes A3 through A12)	66
	3.4	Fibreboard (Classes B1 through B12)	80
	3.5	ESI (Classes C1 through C12)	83
	3.6	Vytec (Classes D1 through D12)	85
	3.7	Soltech (Classes E1 through E12)	87
	3.8	OCFT (Classes F1 through F12)	89
	3.9	OC Sweden (Classes G1 through G12)	91
	3.10	IPM (Classes H1 through H12)	93
	3.11	Integrex (Classes I1 through I12)	95
	3.12	CDC (Classes J1 through J12)	98
	3.13	OCHT (Classes K1 through K12)	99
	3.14	OC Remodeling (Classes L1 through L12)	101
	3.15	Engineered Yarns (Classes M1 through M12)	102
	3.16	Falcon Foam (Classes N1 through N12)	104
	3.17	HOMExperts (Classes O1 through O12)	106
	3.18	Professional Services (Classes P1 through P12)	107
	3.19	Testing Systems (Classes Q1 through Q12)	109
	3.20	Supply Chain Solutions (Classes R1 through R12)	111
	3.21	Ventures (Classes S1 through S12)	112
	3.22	Jefferson Holdings (Classes T1 through T12)	114
	3.23	OC Overseas (Classes U1 through U12)	116
	3.24	FAIR Act	117
	3.25	Reservation of Rights Regarding Claims	118
ARTICLE IV ACCEPTANCE OR REJECTION OF THE PLAN			119
	4.1	Impaired Classes of Claims and Interests Entitled to Vote	119
	4.2	Acceptance by an Impaired Class	119
	4.3	Acceptance Pursuant To Section 524 Of The Bankruptcy Code	119
	4.4	Presumed Acceptances by Unimpaired Classes	119
	4.5	Classes Deemed to Have Rejected the Plan	119
	4.6	Confirmability and Severability of the Plan	119
ARTICLE V MEANS FOR IMPLEMENTATION OF THE PLAN			120
	5.1	Continued Corporate Existence	120
	5.2	Cancellation of Debt and Debt Agreements	120
	5.3	Cancellation of OCD Interests and Integrex Interests	121
	5.4	Certificates of Incorporation and Bylaws	121
	5.5	Exculpation and Limitation of Liability	121
	5.6	Restructuring Transactions	122
	5.7	Issuance of New OCD Securities	123
	5.8	Rights Offering	123
	5.9	Offerings of Senior Notes	126
	5.10	Put and Call Options and Registration Rights Agreements	126
	5.11	[Intentionally Omitted]	127

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	5.12	Revesting of Assets	127
	5.13	Rights of Action	127
	5.14	Effectuating Documents; Further Transactions	127
	5.15	Exemption from Certain Transfer Taxes	127
	5.16	Releases and Injunctions Related to Releases	128
	5.17	Permanent Injunctions and Asbestos Personal Injury Permanent Channeling Injunction	130
	5.18	Directors and Officers of Reorganized Debtors	132
	5.19	Compensation and Benefit Programs	133
	5.20	Continuation of Certain Orders	134
	5.21	Exit Facility	134
ARTICLE VI [Intentionally Omitted]			134
ARTICLE VII TREATMENT OF EXECUTORY AND POST-PETITION CONTRACTS AND UNEXPIRED LEASES			134
	7.1	Assumed Contracts and Leases	134
	7.2	Payments Related to Assumption of Contracts and Leases	135
	7.3	Assignments Related to the Restructuring Transactions	135
	7.4	Rejected Contracts and Leases	135
	7.5	Rejection Damages Bar Date	136
	7.6	Indemnification Obligations	136
	7.7	Insurance Policies and Agreements	136
ARTICLE VIII PROVISIONS GOVERNING DISTRIBUTIONS			138
	8.1	Distributions for Claims Allowed as of the Initial Distribution Date	138
	8.2	Interest on Claims	138
	8.3	Distributions under the Plan	138
	8.4	Record Date for Distributions to Holders of Allowed Claims and Existing OCD Common Stock (Other Than Asbestos Personal Injury Claims)	139
	8.5	Means of Cash Payment	139
	8.6	Fractional New OCD Common Stock; Other Distributions	139
	8.7	Delivery of Distributions	140
	8.8	Surrender of Pre-petition Bonds	140
	8.9	Withholding and Reporting Requirements	141
	8.10	Setoffs	141
ARTICLE IX PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS AND DISPUTED INTERESTS			141
	9.1	Prosecution of Objections to Certain Claims	141
	9.2	No Distributions Pending Allowance	142
	9.3	Disputed Distribution Reserve	142
	9.4	Distributions on Account of Disputed Claims Once They are Allowed	143
	9.5	Final Distributions from the Disputed Distribution Reserve	145

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ARTICLE X THE ASBESTOS PERSONAL INJURY TRUST			145
	10.1	The Asbestos Personal Injury Trust	145
	10.2	Appointment of Asbestos Personal Injury Trustees	145
	10.3	Transfers of Property to the Asbestos Personal Injury Trust	146
	10.4	Assumption of Certain Liabilities by the Asbestos Personal Injury Trust	146
	10.5	Certain Property Held in Trust by the Reorganized Debtors or the Fibreboard Insurance Settlement Trust	147
	10.6	Cooperation with Respect to Insurance Matters	147
	10.7	Asbestos Personal Injury Trust Indemnity Obligations	148
	10.8	Authority of the Debtors	148
ARTICLE XI [Intentionally Omitted]			148
ARTICLE XII CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN			148
	12.1	Conditions to Confirmation	148
	12.2	Conditions to Effective Date	152
	12.3	Waiver of Conditions	154
ARTICLE XIII RETENTION OF JURISDICTION			154
	13.1	Exclusive Jurisdiction of the Bankruptcy Court and District Court	154
	13.2	Continued Reference to the Bankruptcy Court	157
ARTICLE XIV MISCELLANEOUS PROVISIONS			157
	14.1	Professional Fee Claims	157
	14.2	Administrative Claims Bar Date	158
	14.3	Payment of Statutory Fees	158
	14.4	Modifications and Amendments	158
	14.5	Severability of Plan Provisions	158
	14.6	Successors and Assigns	159
	14.7	Compromises and Settlements	159
	14.8	Corrective Action	159
	14.9	Discharge of the Debtors	159
	14.10	Non-Binding Effect of Estimation of Asbestos Personal Injury Claims in the Chapter 11 Cases on Certain OCD Insurers	160
	14.11	Special Provisions for Warranty Claims, Distributorship Indemnification Claims, Product Coupon Claims and Mira Vista Claims	161
	14.12	Miscellaneous Settlement Agreements	161
	14.13	Committees and Future Claimants’ Representative	161
	14.14	Binding Effect	162
	14.15	Revocation, Withdrawal, or Non-Consummation	162
	14.16	Plan Exhibits	162
	14.17	Notices	163
	14.18	Term of Injunctions or Stays	165
	14.19	Substantial Contribution	165

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SCHEDULES

Schedule I	Schedule of Subsidiary Debtors
Schedule II	Schedule of Non-Debtor Subsidiaries
Schedule III	Schedule of Persons against Whom Claims are Not Released under the Plan
Schedule IV	Schedule of Executory Contracts and Unexpired Leases Not Assumed
Schedule V	[Intentionally Omitted]
Schedule VI	Schedule of Purchasers and Transferees Treated as Protected Parties
Schedule VII	Schedule of Insurance Companies Who Are Protected Parties
Schedule VIII	Schedule of FB Persons and OC Persons
Schedule IX	Schedule of Interested Parties
Schedule X	Schedule of Protected Parties
Schedule XI	List of Insurance Policies to Be Rejected to the Extent Executory Contracts
Schedule XII	Schedule of Estimates
Schedule XIII	Schedule of Material Rights of Action Expressly Released
Schedule XIV	Schedule of Avoidance Actions Expressly Not Released
Schedule XV	[Intentionally Omitted]
Schedule XVI	Schedule of OCD Insurance Policies Which Are OC Asbestos Personal Injury Liability Insurance Assets
Schedule XVII	Schedule of Non-Indemnified Parties and Actions
Schedule XVIII	Schedule of Terms of Tail Insurance
Schedule XIX	Initial Reorganized OCD Board of Directors
Schedule XX	Restructuring Transactions

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EXHIBITS

Exhibit A	Form of Amended and Restated Certificate of Incorporation of Reorganized OCD
Exhibit B	Form of Amended and Restated Bylaws of Reorganized OCD
Exhibit C	[Intentionally Omitted]
Exhibit D	Form of Asbestos Personal Injury Trust Agreement
Exhibit D-1	Form of Asbestos Personal Injury Trust Distribution Procedures
Exhibit E	[Intentionally Omitted]
Exhibit F	Management and Director Arrangements and Employee Arrangements Including Summary of Incentive Compensation Program
Exhibit G	Principal Terms and Conditions of the Senior Notes
Exhibit H	Principal Terms and Conditions of the New OCD Common Stock
Exhibit I	[Intentionally Omitted]
Exhibit J	Collar Agreements
Exhibit K	[Intentionally Omitted]
Exhibit L	Form of Class A11 Warrants
Exhibit M	Form of Class A12-A Warrants
Exhibit N	Forms of Contingent Note and Trust Promissory Note
Exhibit O	Equity Commitment Agreement
Exhibit P-1	Investor Registration Rights Agreement
Exhibit P-2	Trust Registration Rights Agreement
Exhibit Q	Principal Terms and Conditions of the Trust Stock Pledge

xv

INTRODUCTION

Owens Corning, a Delaware corporation (“OCD”), and those entities listed on Schedule I hereto, together with such other Subsidiaries of OCD as may file for protection under Chapter 11 of the Bankruptcy Code subsequent to the date hereof and prior to the Confirmation Date (collectively, the “Subsidiary Debtors,” and, together with OCD, the “Debtors”), James J. McMonagle, the Legal Representative for Future Claimants (“Future Claimants’ Representative”), and the Official Committee of Asbestos Claimants (“Asbestos Claimants’ Committee”), hereby propose the following amended joint plan of reorganization (the “Plan”) for the Debtors in their reorganization cases (the “Chapter 11 Cases”) under Chapter 11 of the Bankruptcy Code (“Chapter 11”) for the resolution of (a) their creditors’ Claims and Demands and their equity holders’ Interests and (b) for certain claims against their Non-Debtor Subsidiaries (as defined below). On May 10, 2006, the Debtors filed with the Court the Settlement Term Sheet (as defined below), which outlines the terms under which the Debtors and representatives of the Asbestos Claimants’ Committee, the Future Claimants’ Representative, the Official Representatives (as defined below), the Ad Hoc Bondholders’ Committee (as defined below), and the Ad Hoc Equity Holders’ Committee (as defined below) reached agreement in principle on the principal terms of a plan of reorganization. The Plan is consistent with the terms of the Settlement Term Sheet. The Debtors, the Asbestos Claimants Committee, and the Future Claimants’ Representative (the “Plan Proponents”) are the proponents of the Plan within the meaning of Section 1129 of the Bankruptcy Code. The steering committee of Bank Holders supports the Plan, pursuant to the terms of the letter, dated December 30, 2005, appended to the Disclosure Statement as Appendix K.

Certain other of OCD’s Subsidiaries (including certain foreign entities and joint ventures) have not commenced cases under Chapter 11 of the Bankruptcy Code (collectively, the “Non-Debtor Subsidiaries”), and accordingly continue to operate their businesses in the ordinary course. A list of the Non-Debtor Subsidiaries is attached hereto as Schedule II. Although the Non-Debtor Subsidiaries have not filed under Chapter 11 at the present time, one or more of the Non-Debtor Subsidiaries may file for reorganization under Chapter 11 in the future. The timing of any such filing would be determined at a later date, but any such filing would be made to permit the inclusion of such entities as part of the Plan. In the event of such filings, the Debtors reserve the right to file first day motions seeking authority to pay all trade creditors as critical vendors in order to avoid any potential disruption of OC’s foreign operations. Moreover, the Plan will provide for full payment of all such trade creditors. In the event that any such additional filings are not required to effectuate the terms of the Plan, the Debtors reserve the right not to cause such entities to file for bankruptcy protection.

Subject to certain restrictions and requirements set forth in Section 1127 of the Bankruptcy Code and Federal Rule of Bankruptcy Procedure 3019 and Section 14.4 of the Plan, the Plan Proponents reserve the right to alter, amend, modify, revoke or withdraw the Plan prior to its substantial consummation.

ARTICLE I

DEFINITIONS, RULES OF INTERPRETATION,

COMPUTATION OF TIME AND GOVERNING LAW

A. Scope of Definitions

For purposes of the Plan, all capitalized terms not otherwise defined shall have the meanings ascribed to them in Article I of the Plan, except as expressly provided or unless the context clearly requires otherwise. Whenever the context requires, such meanings shall be equally applicable to both the singular and plural form of such terms, and the masculine gender shall include the feminine and the feminine gender shall include the masculine. Any term used in initially capitalized form in this Plan that is not defined herein but that is used in the Bankruptcy Code shall have the meaning ascribed to such term in the Bankruptcy Code.

B. Definitions

1.1 “$150 Million Debentures” means the 10% Guaranteed Debentures due 2001 in the aggregate principal amount of $150 Million due 2001, issued by O.C. Funding B.V. under an Indenture, dated as of May 15, 1991 between O.C. Funding B.V., OCD and the Bank of New York, as Trustee, as guaranteed by OCD.

1.2 “$250 Million Notes” means the 7% Notes in the aggregate principal amount of $250 million due March 15, 2009, issued by OCD under an Indenture, dated as of May 5, 1997, between OCD and The Bank of New York, as trustee.

1.3 “$300 Million High Coupon Debentures” means two series of debentures in the aggregate principal amount of $300 million issued by OCD under an Indenture dated as of May 21, 1992, between OCD and The Bank of New York, as trustee, consisting of (i) 8.875% Debentures in the aggregate principal amount of $150 million due June 1, 2002 (the “8.875% Debentures”), and (ii) 9.375% Debentures in the aggregate principal amount of $150 million due June 1, 2012 (the “9.375% Debentures”).

1.4 “$400 Million Debentures” means the 7.5% Debentures in the aggregate principal amount of $400 million due August 1, 2018, issued by OCD under the Indenture, dated as of May 5, 1997, between OCD and The Bank of New York, as trustee.

1.5 “$550 Million Term Notes” means two series of notes in the aggregate principal amount of $550 million issued by OCD under an Indenture, dated as of May 5, 1997, between OCD and The Bank of New York, as trustee, consisting of (i) 7.5% Term Notes in the aggregate principal amount of $300 million due May 1, 2005 (the “First Series”), and (ii) 7.7% Term Notes in the aggregate principal amount of $250 million due May 1, 2008 (the “Second Series”).

1.6 “130 Million DEM Bearer Bonds” means the 7.25% DEM Bearer Bonds in the aggregate principal amount of 130 million due December 2, 2000, issued by OCD pursuant to the Underwriting Agreement, dated as of November 15, 1985, between OCD, Dresdner Bank AG and the other banks listed therein, and the Agreement for the Listing, the Trusteeship and the Paying Agency, dated as of November 15, 1985, between OCD and Dresdner Bank AG.

1.7 “1997 Credit Agreement” means the Credit Agreement, dated as of June 26, 1997, by and among OCD, the Subsidiary Debtors and Non-Debtor Subsidiaries named therein, the banks listed in Annex A thereto and CSFB, as agent, as amended by Amendment No. 1, dated as of February 20, 1998, and Amendment No. 2, dated as of November 30, 1998.

1.8 “Ad Hoc Bondholders’ Committee” means the unofficial creditors’ committee representing certain Bondholders and represented by Stroock & Stroock & Lavan LLP, which consists of the following members: King Street Capital Management, LLC; D.E. Shaw Laminar Portfolios, L.L.C.; Lehman Brothers Inc.; Plainfield Asset Management LLC; Davidson Kempner Capital Management, LLC; Quadrangle Debt Recovery Advisors LLC; BlueBay High Yield Master Fund, Ltd.; Deephaven Capital Management; and JP Morgan Chase Bank, N.A.

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1.9 “Ad Hoc Equity Holders’ Committee” means the unofficial committee of certain preferred and equity security holders represented by Brown Rudnick Berlack Israels LLP, which consists of the following members: Catalyst Investment Management Co., LLC; Deutsche Bank Securities Inc.; Hain Capital Group, LLC; Harbinger Capital Partners Master Fund I, Ltd.; Plainfield Asset Management LLC; and Tudor Investment Corporation.

1.10 “Administrative Claims” means claims for payment of an administrative expense of a kind specified in Section 503(b), 507(b), or 1114(e)(2) of the Bankruptcy Code and entitled to priority pursuant to Section 507(a)(1) of the Bankruptcy Code, including, without limitation, (i) the actual, necessary costs and expenses, incurred after the Petition Date, of preserving the Debtors’ Estates and operating the businesses of the Debtors or any indebtedness or obligations incurred or assumed by the Debtors in connection with the conduct of their business, (ii) all Cure amounts owed in respect of leases and contracts assumed by the Debtors, (iii) all compensation and reimbursement of expenses to the extent Allowed by the Bankruptcy Court under Section 330 or 503 of the Bankruptcy Code, (iv) any fees or charges assessed against the Estates of the Debtors under Section 1930 of Chapter 123 of Title 28 of the United States Code, and (v) all Allowed Claims that are entitled to be treated as Administrative Claims pursuant to a Final Order of the Bankruptcy Court under Section 546(c)(2)(A) of the Bankruptcy Code, but expressly excluding Asbestos Personal Injury Claims, OC Asbestos Property Damage Claims, and FB Asbestos Property Damage Claims.

1.11 “Affiliate” of, or a Person “Affiliated” with, a specified Person, is a Person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified; provided, that with respect to an “Affiliate” of a Debtor or a Person “Affiliated” with a Debtor, such term shall include, without limiting the foregoing definition, the meaning ascribed thereto in Section 101(2) of the Bankruptcy Code.

1.12 “Affiliated FM Entities” means Affiliated FM Insurance Company and (a) all of its past, present, and future parents, subsidiaries, affiliates, controlled entities, predecessors, successors, reorganized companies, holding companies (if any), merged companies, acquired companies, and assigns, and (b) all of the respective employees, officials, representatives, agents, attorneys, officers, and directors, in their capacity as such, of the entities encompassed by clause (a).

1.13 “Affiliated FM Policy” means the excess liability policy bearing policy number XL 72515 issued by Affiliated FM Insurance Company to OCD for the policy period July 9, 1974 to October 22, 1976.

1.14 “Affiliated FM Settlement Agreement” means the settlement agreement between OCD and Affiliated FM Insurance Company, with an effective date of September 23, 2005, which was approved by the Bankruptcy Court on January 10, 2006.

1.15 “AIG Company Entities” means Birmingham Fire Insurance Company, Granite State Insurance Company, Landmark Insurance Company, Lexington Insurance Company, National Union Fire Insurance Company of Pittsburgh, PA, and (a) all of their past, present, and future parents, subsidiaries, affiliates, controlled entities, predecessors, successors, reorganized companies, holding companies (if any), merged companies, acquired companies, and assigns, and (b) all of the respective employees, officials, representatives, agents, attorneys, officers, and directors, in their capacity as such, of the entities encompassed by clause (a).

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1.16 “AIG Policies” means the following policies issued to OCD:

Issuer	Policy Period	Policy Number
Birmingham Fire	09/01/79 to 09/01/80	SE6073551
Birmingham Fire	09/01/80 to 09/01/81	SE6073686
Birmingham Fire	09/01/81 to 09/01/82	SE6073042
Birmingham Fire	09/01/82 to 09/01/83	SE6073986
Birmingham Fire	09/01/82 to 09/01/83	SE6073985
Birmingham Fire	09/01/83 to 09/01/84	SE6074148
Birmingham Fire	09/01/83 to 09/01/84	SE6074149
Granite State	09/01/79 to 09/01/80	6179-1549
Granite State	09/01/79 to 09/01/80	6179-1662
Granite State	09/01/80 to 09/01/81	6180-2514
Granite State	09/01/80 to 09/01/81	6180-2515
Granite State	09/01/82 to 09/01/83	6682-3495
Granite State	09/01/83 to 09/01/84	6683-4149
Granite State	09/01/83 to 09/01/84	6683-4150
Landmark	09/01/79 to 09/01/80	FE4000221
Lexington	10/22/75 to 10/22/76	GC5502955
National Union	06/18/74 to 10/22/74	CE1011835
National Union	10/22/74 to 10/22/75	CE1011835
National Union	10/22/75 to 10/22/76	CE1011835
National Union	10/22/76 to 10/22/77	1189233
National Union	09/01/79 to 09/01/80	1224753
National Union	09/01/79 to 09/01/80	1224754
National Union	09/01/80 to 09/01/81	1226049
National Union	09/01/80 to 09/01/81	1226050
National Union	09/01/81 to 09/01/82	1186421
National Union	09/01/81 to 09/01/82	1186422
National Union	09/01/82 to 09/01/83	1186437
National Union	09/01/82 to 09/01/83	1186438
National Union	09/01/83 to 09/01/84	9605001
National Union	09/01/83 to 09/01/84	9605002

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“AIG Policies” shall also be deemed to include any policies of primary or excess general liability or products liability insurance issued to OCD prior to December 31, 2001 by Birmingham Fire Insurance Company, Granite State Insurance Company, Landmark Insurance Company, Lexington Insurance Company, or National Union Fire Insurance Company of Pittsburgh, PA.

1.17 “AIG Settlement Agreement” means the settlement agreement between OCD and Birmingham Fire Insurance Company, Granite State Insurance Company, Landmark Insurance Company, Lexington Insurance Company, and National Union Fire Insurance Company of Pittsburgh, PA, with an effective date of October 19, 2005, which was approved by the Bankruptcy Court on January 10, 2006.

1.18 “Allianz Entities” means Allianz Global Risks US Insurance Company, formerly known as Allianz Insurance Company, and Allianz Underwriters Insurance Company, formerly known as Allianz Underwriters, Inc.; as well as (a) all of their past, present, and future parents, subsidiaries, affiliates, controlled entities, predecessors, successors, reorganized companies, holding companies (if any), merged companies, acquired companies, and assigns, and (b) of the respective employees, officials, representatives, agents, attorneys, officers and directors, in their capacity as such, of the entities encompassed by clause (a).

1.19 “Allianz Policies” means the following policies issued to OCD by Allianz Insurance Company or Allianz Underwriters, Inc.:

Policy Number	Policy Period
UMB 599515	March 9, 1979 - September 1, 1979
AU 5003102	September 1, 1979 - September 1, 1980
AUX 5200169	September 1, 1980 - September 1, 1981
AUX 5200178	September 1, 1980 - September 1, 1981
AUX 5201229	September 1, 1981 - September 1, 1982
AUX 5201230	September 1, 1981 - September 1, 1982
AUX 5202023	September 1, 1984 - September 1, 1985
AUX 5202024	September 1, 1984 - September 1, 1985

“Allianz Policies” shall also be deemed to include any other liability insurance policies, whether known or unknown, issued by Allianz Insurance Company or Allianz Underwriters, Inc. to OCD prior to January 1, 2001.

1.20 “Allianz Settlement Agreement” means the settlement agreement between OCD and Allianz Global Risks US Insurance Company, formerly known as Allianz Insurance Company, and Allianz Underwriters Insurance Company, formerly known as Allianz Underwriters, Inc. with an effective date of December 13, 2005, which was approved by the Bankruptcy Court on February 2, 2006.

1.21 “Allowed” means:

(a) with respect to any Claim, other than an Administrative Claim or an Asbestos Personal Injury Claim, proof of which was filed within the applicable period of limitation fixed in accordance with Federal Rule of Bankruptcy Procedure 3003(c)(3) by the Bankruptcy Court, (i) as to which no objection to the allowance thereof has been interposed on or before the Initial Distribution Date and as to which the Debtors have not sent a notice to the holder of such Claim by the

5

Initial Distribution Date that the Claim is under review for possible objection, or (ii) as to which no objection is filed within the applicable period of limitation fixed by the Plan, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure or a Final Order of the Bankruptcy Court, to the extent asserted in the proof of such Claim or (iii) as to which an objection has been interposed, to the extent that such Claim has been allowed in whole or in part by a Final Order of the Bankruptcy Court;

(b) with respect to any Claim, other than an Administrative Claim or an Asbestos Personal Injury Claim, as to which no Proof of Claim was filed within the applicable period of limitation fixed by the Plan, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure or a Final Order of the Bankruptcy Court, to the extent that such Claim has been listed by one of the Debtors in its SOFAS as liquidated in amount and not disputed or contingent and (i) as to which no objection to the allowance thereof has been interposed on or before the Initial Distribution Date and as to which the Debtors have not sent a notice to the holder of such Claim by the Initial Distribution Date that the Claim is under review for possible objection, or (ii) as to which no objection to the allowance thereof has been interposed within the applicable period of limitation fixed by the Plan, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure or a Final Order of the Bankruptcy Court or (iii) as to which an objection has been interposed, to the extent that such Claim has been allowed in whole or in part by a Final Order of the Bankruptcy Court;

(c) with respect to any other Claim that is asserted to constitute an Administrative Claim, other than an Asbestos Personal Injury Claim or a Claim of a professional person employed under Section 327 or 1103 of the Bankruptcy Code that is required to apply to the Bankruptcy Court for the allowance of compensation and reimbursement of expenses pursuant to Section 330 of the Bankruptcy Code, (a) that represents an actual or necessary expense of preserving the Estate or operating the business of the Debtors, to the extent that such Claim is reflected as a postpetition liability of any of the Debtors on the Debtors’ books and records as of the Effective Date, or (b) that the Debtors dispute, to the extent that such Claim is allowed in whole or in part by a Final Order of the Bankruptcy Court and only to the extent that such allowed portion is deemed, pursuant to a Final Order of the Bankruptcy Court, to constitute a cost or expense of administration under Sections 503(b) and 507(a)(1) of the Bankruptcy Code; or

(d) with respect to any other Claim that is asserted to constitute an Administrative Claim that represents a Claim of a professional person employed under Section 327 or 1103 of the Bankruptcy Code that is required to apply to the Bankruptcy Court for the allowance of compensation and reimbursement of expenses pursuant to Section 330 of the Bankruptcy Code, to the extent that such Claim is allowed by a Final Order of the Bankruptcy Court under Section 330 of the Bankruptcy Code.

1.22 “Amended and Restated Bylaws of Reorganized OCD” means the Amended and Restated Bylaws of Reorganized OCD to be in effect upon the Effective Date, substantially in the form to be filed as Exhibit B at least ten (10) Business Days prior to the Objection Deadline.

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1.23 “Amended and Restated Certificate of Incorporation of Reorganized OCD” means the Amended and Restated Certificate of Incorporation of Reorganized OCD to be in effect upon the Effective Date, substantially in the form to be filed as Exhibit A at least ten (10) Business Days prior to the Objection Deadline.

1.24 “Asbestos Claimants’ Committee” means the official creditors’ committee representing holders of asbestos claims appointed on October 23, 2000, by the United States Trustee for the District of Delaware pursuant to Section 1102(a) of the Bankruptcy Code, as thereafter modified or reconstituted.

1.25 “Asbestos Personal Injury Claims” means, collectively, OC Asbestos Personal Injury Claims and FB Asbestos Personal Injury Claims.

1.26 “Asbestos Personal Injury Permanent Channeling Injunction” means an order or orders of the Bankruptcy Court (which may be incorporated in the Confirmation Order), based on and issued pursuant to Section 5.17(b) of the Plan and Section 524(g) of the Bankruptcy Code, pursuant to which all Persons shall be permanently, forever and completely stayed, restrained, prohibited, barred and enjoined from taking any Enjoined Action or proceeding in any manner in any place with regard to any matter that is subject to resolution pursuant to the Asbestos Personal Injury Trust Agreement, including, without limitation, with respect to any Asbestos Personal Injury Claim or any Resolved Asbestos Personal Injury Claim, against any of the Debtors, any of the Reorganized Debtors, any Protected Party or any property or interests in property of any Debtor, Reorganized Debtor or Protected Party, whether directly or indirectly, derivatively or otherwise, for the purpose of, directly or indirectly, collecting, recovering, or receiving payment of, on, or with respect to any Asbestos Personal Injury Claim or any Resolved Asbestos Personal Injury Claim (other than pursuant to the provisions of the Asbestos Personal Injury Trust Agreement or to enforce the provisions of the Plan).

1.27 “Asbestos Personal Injury Trust” means the trust established pursuant to the Asbestos Personal Injury Trust Agreement.¹

1.28 “Asbestos Personal Injury Trust Agreement” means the Asbestos Personal Injury Trust Agreement executed by the Debtors and the Asbestos Personal Injury Trustees, substantially in the form of the agreement filed as Exhibit D, as it may be amended up to ten (10) Business Days prior to the Objection Deadline.

1.29 “Asbestos Personal Injury Trust Distribution Procedures” means the Asbestos Personal Injury Trust Distribution Procedures to be implemented by the Asbestos Personal Injury Trustees pursuant to the terms and conditions of the Plan and the Asbestos Personal Injury Trust Agreement to process, liquidate, and pay Asbestos Personal Injury Claims, substantially in the form of Exhibit D-1, as it may be amended up to ten (10) Business Days prior to the Objection Deadline.

¹ The Debtors and the other Plan Proponents continue to assess the structure of the Asbestos Personal Injury Trust under, among other things, the federal tax laws and reserve the right to supplement, modify or revise the structure of the Asbestos Personal Injury Trust up to ten (10) Business Days prior to the Objection Deadline (or thereafter).

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1.30 “Asbestos Personal Injury Trustees” means the persons confirmed by the Bankruptcy Court to serve as trustees of the Asbestos Personal Injury Trust, pursuant to the terms of the Asbestos Personal Injury Trust Agreement, or as subsequently may be appointed pursuant to the provisions of the Asbestos Personal Injury Trust Agreement.

1.31 “Available Cash” means Cash in the amount of the sum of all Cash that would be shown as cash or cash equivalents on a consolidated balance sheet of OC as of the last day of the month prior to the month in which the Effective Date occurs, prepared in accordance with United States generally accepted accounting principles consistent with the past practices of OC, excluding (a) the OCD Insurance Escrow, (b) Restricted Cash, (c) the Existing Fibreboard Insurance Settlement Trust Assets, (d) the Cash portion of the FB Sub-Account Settlement Payment, and (e) necessary reserves for working capital and pension contributions as determined by the Debtors and approved by the other Plan Proponents, an aggregate estimate of which as of the Effective Date shall be set forth in Schedule XII, as it may be amended up to ten (10) Business Days prior to the Objection Deadline.

1.32 “Avoidance Actions” means any and all avoidance, recovery, subordination or other actions or remedies that may be brought by, or on behalf of, the Debtors or their estates under the Bankruptcy Code or applicable non-bankruptcy law, including, without limitation, actions or remedies under Sections 510, 542, 543, 544, 545, 547, 548, 549, 550, 551, 552 and 553 of the Bankruptcy Code, and including, without limitation, the Bank Holders Adversary Action and any and all NSP Avoidance Actions.

1.33 “AXA Entities” means Abeille Paix, AGP Benelux, Ardenne Prévoyante, Assurance Liégeoise, AXA Belgium, AXA Industry, Belgique Industrielle Association d’Assurances Mutuelles (BIAAM), Belgique Industrielle Caisse Commune (BICC), Caisse Générale d’Assurances et de Réassurances, Caisse Patronale, Drouot Belgium, Equity & Law, Kortrijkse Verzekering (La Courtraisienne), La Belgique S.A., La Famille, La Prévoyance, Le Foyer Belge, Le Patrimoine, Lloyd Belge, Lloyd Européen, Royale, Royale Belge Incendie Réassurance, Royale Belge Ré S.A. de Réassurance, Royale Belge S.A., Royale Belge Vie Accident, Secours de Belgique, UAB, UAP Sverige, Union Belge, Union des Propriétaires de Belgique (UPB), Urbaine UAP, and Victoire Belgium (collectively the “AXA Member Companies”); as well as (a) all of their predecessors, successors, assigns, subsidiaries, affiliates, holding companies (if any), parent companies (if any), merged companies and acquired companies; and (b) all of the respective employees, officials, agents, attorneys, representatives, officers, and directors, in their capacity as such, of the entities encompassed by clause (a).

1.34 “AXA Policies” means the following policies issued to OCD by Royale Belge S.A.:

Policy Period	Policy Number
September 1, 1979 to September 1, 1980	1250965/79
September 1, 1980 to September 1, 1981	1250965/80
September 1, 1981 to September 1, 1982	1250965/81
September 1, 1982 to September 1, 1983	1250965/82
September 1, 1983 to September 1, 1984	1250965/83

“AXA Policies” shall also be deemed to include policy number 1250965/84 issued by Royale Belge S.A. to OCD for the policy period September 1, 1984 to September 1, 1985 and all other insurance policies that were issued, prior to October 5, 2000, by and in the name of one of the AXA Member Companies to OCD, including primary, umbrella,

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excess, or other insurance policies, contracts, and/or agreements of any nature, type, or kind (including but not limited to: all Comprehensive General Liability policies; General Liability policies; Casualty policies; Environmental Liability policies; Environmental Impairment policies; Difference in Conditions policies; Directors’ and Officers’ Liability Policies; Errors and Omissions Liability policies; Contractual Liability policies; Automobile Liability policies; Products Liability policies; and Workers’ Compensation policies). Notwithstanding any of the foregoing and for the avoidance of any doubt, “AXA Policies” shall not include policies issued by the AXA Member Companies (a) to Persons other than OCD or (b) that exclusively insure property or other risks located outside of the United States.

1.35 “AXA Settlement Agreement” means the settlement agreement between OCD and AXA Belgium S.A., approved by the Bankruptcy Court on October 4, 2004.

1.36 “Backstop Providers” means D.E. Shaw Laminar Portfolios, L.L.C., Plainfield Special Situations Master Fund Limited (or an affiliate thereof), and the other parties denominated as “Backstop Purchasers” under the Syndication Agreement.

1.37 “Ballot” means the ballot form(s) distributed with the Disclosure Statement to holders of Impaired Claims entitled to vote as specified in Section 4.1 of the Plan, in connection with the solicitation of acceptance of the Plan.

1.38 “Ballot Date” means the date set by the Bankruptcy Court by which all Ballots must be received.

1.39 “Bank Default Interest and Fee Amount” means the sum of (i) the amount of interest accrued through the date of delivery of the Initial Bank Holders’ Distribution on the amount of principal, interest and fees outstanding under the 1997 Credit Agreement as of the Petition Date, when calculated at the floating Base Rate (as defined in the 1997 Credit Agreement) plus 2% on a compounding basis (computed quarterly), and (ii) the amount of any accrued and unpaid post-petition fees payable under the 1997 Credit Agreement through the date of delivery of the Initial Bank Holders’ Distribution, including letter of credit fees and Facility Fees (as defined in the 1997 Credit Agreement), plus accrued interest thereon pursuant to the 1997 Credit Agreement calculated on a compounding basis (computed quarterly), an estimate of which as of the Effective Date shall be set forth in Schedule XII, as it may be amended up to ten (10) Business Days prior to the Objection Deadline.

1.40 “Bank Holders” means the holders of the Debtors’ obligations under the 1997 Credit Agreement.

1.41 “Bank Holders Adversary Action” means, collectively, the action entitled Owens Corning, et al. v. Credit Suisse First Boston, et al., in the United States District Court for the District of Delaware, A-02-5829, as such action may be amended, and the action entitled The Official Representatives of the Bondholders and Trade Creditors of Debtors Owens Corning, et al. v. Credit Suisse First Boston, individually and in its capacity as Agent, et al. and IPM, Inc. et al., in the United States Bankruptcy Court for the District of Delaware, A-06-50122 (JKF), as such action may be amended.

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1.42 “Bank Holders Claims” means those Claims of Bank Holders arising under or as a result of the Debtors’ obligations under the 1997 Credit Agreement and related agreements.

1.43 “Bankruptcy Code” means Title 11 of the United States Code, as amended and in effect from time to time.

1.44 “Bankruptcy Court” means the United States Bankruptcy Court for the District of Delaware, having jurisdiction over the Chapter 11 Case to the extent of any reference made to it by the District Court pursuant to 28 U.S.C. §157 as a unit of such District Court pursuant to 28 U.S.C. §151.

1.45 “Bankruptcy Rules” means, collectively, the Federal Rules of Bankruptcy Procedure and the Official Bankruptcy Forms, as amended, the Federal Rules of Civil Procedure, as amended, as applicable to the Chapter 11 Cases or proceedings therein, and the Local Rules of the Bankruptcy Court, as amended, as applicable to the Chapter 11 Cases or proceedings therein, as the case may be.

1.46 “Board of Directors” means the board of directors or its equivalent of a corporation or other legal entity, including managers of a limited liability company, general partners of a partnership or trustees of a business trust, or any duly authorized committee thereof.

1.47 “Bondholders” means the registered holders of Pre-petition Bonds.

1.48 “Bondholders Claims” means the Claims held by the Bondholders arising under or as a result of the Debtors’ obligations under the Pre-petition Bonds.

1.49 “Business Day” means any day, excluding Saturdays, Sundays or “legal holidays” (as defined in Federal Rule of Bankruptcy Procedure 9006(a)) on which commercial banks are open for business in New York, New York.

1.50 “Call Options” means those options granted to the Backstop Providers (or such other Persons set forth in the Collar Agreements) to purchase from the Asbestos Personal Injury Trust the Reserved New OCD Shares at an exercise price of $37.50 per share, which options shall expire twelve (12) months after the date on which the Reserved New OCD Shares are delivered to the Asbestos Personal Injury Trust, as set forth in greater detail in the Collar Agreements attached hereto as Exhibit J.

1.51 “Cash” means legal tender of the United States or equivalents thereof.

1.52 “CDC” means CDC Corporation, a Wisconsin corporation.

1.53 “Century Indemnity” means Century Indemnity Company (as successor to CCI Insurance Company, as successor to Insurance Company of North America), and Central National Insurance Company.

1.54 “Chapter 11” means Chapter 11 of the Bankruptcy Code.

1.55 “Chapter 11 Cases” means the reorganization cases of the Debtors under Chapter 11.

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1.56 “Charging Lien” means any lien or other priority in payment to which the Pre-petition Indenture Trustees are each entitled, pursuant to the Pre-petition Bond Indentures, against distributions to be made to holders of Bondholder Claims for payment of any Indenture Trustee Fees.

1.57 “Claim” means any right to payment from a Debtor whether or not any such right is reduced to judgment, liquidated, unliquidated, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or any right to an equitable remedy for breach of performance if such breach gives rise to a right of payment from a Debtor, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured, whether or not asserted, including, without limitation, any “claim” (as defined in Section 101(a)(5) of the Bankruptcy Code). Claims shall not be deemed to include Demands.

1.58 “Claimant Released Parties” means (i) the Debtors, the Reorganized Debtors and their respective predecessors, successors and assigns (whether by operation of law or otherwise) and additionally (ii) if the Person submits a Ballot and does not elect to withhold consent to releases of the Released Parties by marking the appropriate box on the Ballot, the Released Parties.

1.59 “Claims Objection Deadline” means the last day for filing objections to Disputed Claims, which day shall be one hundred and eighty (180) days after the Effective Date, unless extended by order of the Bankruptcy Court.

1.60 “Claims Trading Injunction” means an order or orders of the Bankruptcy Court permanently and forever staying, restraining, and enjoining any Person from, directly or indirectly, purchasing, selling, transferring, assigning, conveying, pledging, or otherwise acquiring or disposing of any Asbestos Personal Injury Claim, provided, however, that the foregoing shall not apply to (i) the transfer of an Asbestos Personal Injury Claim to the holder of an OC Indirect Asbestos PI Trust Claim or FB Indirect Asbestos PI Trust Claim solely as a result of such holder’s satisfaction of such Asbestos Personal Injury Claim, or (ii) the transfer of an Asbestos Personal Injury Claim by will or under the laws of descent and distribution. Any such order or orders also will provide that any action taken in violation thereof will be void ab initio.

1.61 “Class” means a category of holders of Claims or Interests, as described in Articles II and III of the Plan.

1.62 “Class [    ]4 Distribution Amount” means, with respect to distributions to the Bank Holders on account of their Allowed Claims against Soltech, OCFT, OC Sweden, IPM, ESI and Vytec, respectively, an amount equal to the difference between (i) the Combined [Entity] Distribution Value (calculated as of the Effective Date) and (ii) the aggregate amount of all Allowed Claims in Classes [_]6 and [_]10, and Disputed Claims in Class [_]6, as of the Effective Date.

1.63 “Class      Final Distribution Percentage” means for each applicable Class (Class A5, A6-A, A6-B and A7), the percentage determined, as of the Final Distribution Date, by dividing the total amount of all Allowed Claims in such Class (or, in the case of Class A7, the Class A7 Aggregate Amount) by the sum of (i) the aggregate amount of all Allowed Claims in Classes A5, A6-A, A6-B and A11 and (ii) the Class A7 Aggregate Amount.

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1.64 “Class      Initial Distribution Percentage” means for each applicable Class (Class A5, A6-A, A6-B and A7), the percentage determined as of the Effective Date by dividing the total amount of all Allowed Claims in such Class (or, in the case of Class A7, the Class A7 Aggregate Amount) as of the Effective Date by the sum of (i) the aggregate amount of all Allowed Claims in Classes A5, A6-A, A6-B and A11, (ii) the Class A7 Aggregate Amount, and (iii) the aggregate amount of all Disputed Claims in Classes A6-A and A6-B, in each case as of the Effective Date.

1.65 “Class A4 Initial Distribution Amount” means an amount equal to the Combined OCD Distribution Value multiplied by a fraction, the numerator of which is the total amount of Allowed Class A4 Claims as of the Effective Date, and the denominator of which equals the sum of (i) the aggregate amount of all Allowed Claims in Classes A4, A5, A6-A, A6-B, A10 and A11 as of the Effective Date, (ii) the Class A7 Aggregate Amount, and (iii) the aggregate amount of all Disputed Claims in Classes A6-A and A6-B as of the Effective Date.

1.66 “Class A5 Aggregate Distribution” means 27.0 million shares of New OCD Common Stock.

1.67 “Class A6-A Aggregate Distribution” means approximately $51.8 million of Cash.

1.68 “Class A6-B Aggregate Distribution” means approximately $127.0 million of Cash.

1.69 “Class A7 Aggregate Amount” means $7 billion, less the sum of (i) the amount of any distribution made by Integrex on account of the Class I7 Claims (if any), (ii) the amounts in the OCD Insurance Escrow as of the Effective Date, (iii) the amounts then due under the AIG Settlement Agreement and the Affiliated FM Settlement Agreement, and (iv) the aggregate amount in the NSP Administrative Deposit Accounts in respect of OC Asbestos Personal Injury Claims.

1.70 “Class A10 Distribution Amount” means an amount equal to the Combined OCD Distribution Value multiplied by a fraction, the numerator of which is the total amount of Allowed Class A10 Claims as of the Effective Date, and the denominator of which equals the sum of (i) the aggregate amount of all Allowed Claims in Classes A4, A5, A6-A, A6-B, A10 and A11 as of the Effective Date, (ii) the Class A7 Aggregate Amount, and (iii) the aggregate amount of all Disputed Claims in Classes A6-A and A6-B as of the Effective Date.

1.71 “Class A11 Warrants” means warrants to obtain 11.167% of the fully-diluted New OCD Common Stock, assuming the exercise of all such warrants and of all Class A12-A Warrants, but exclusive of any options issued to the management and directors of Reorganized OCD (and restricted shares and options reserved for future issuance) pursuant to the Management and Director Arrangements or otherwise, which warrants shall (i) have a strike price of $43.00 per share, (ii) be exercisable within seven (7) years of the Effective Date and (iii) have customary market protections. The form of the Class A11 Warrants shall be set forth on Exhibit L, to be filed no later than ten (10) Business Days prior to the Objection Deadline, and shall be in form and substance reasonably satisfactory to the Debtors, the other Plan Proponents and the Ad Hoc Equity Holders’ Committee.

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1.72 “Class A12-A Warrants” means warrants to obtain five percent (5%) of the fully-diluted New OCD Common Stock, assuming the exercise of all such warrants and of all Class A11 Warrants, but exclusive of any options issued to the management and directors of Reorganized OCD (and restricted shares and options reserved for future issuance) pursuant to the Management and Director Arrangements or otherwise, which warrants shall (i) have a strike price of $45.25 per share, (ii) be exercisable within seven (7) years of the Effective Date and (iii) have customary market protections. The form of the Class A12-A Warrants shall be set forth on Exhibit M, to be filed no later than ten (10) Business Days prior to the Objection Deadline, and shall be in form and substance reasonably satisfactory to the Debtors, the other Plan Proponents and the Ad Hoc Equity Holders’ Committee.

1.73 “Class B4 Distribution Amount” means an amount equal to the difference between (i) the Combined FB Distribution Value (calculated as of the Effective Date) and (ii) the aggregate amount of all Allowed Claims in Classes B6 and B10, and Disputed Claims in Class B6, as of the Effective Date.

1.74 “Class B8 Aggregate Amount” means, solely for purposes of the Plan (but not for Allowance or distribution purposes), $3.2 billion.

1.75 “Class I4 Distribution Amount” means, with respect to distributions to the Bank Holders on account of their Allowed Claims against Integrex, an amount equal to the difference between (i) the Combined Integrex Distribution Value (calculated as of the Effective Date) and (ii) the aggregate amount of all Allowed Claims in Classes I6, I7 (if any) and I10, and Disputed Claims in Class I6, as of the Effective Date

1.76 “Collar Agreements” means those certain agreements, dated on or about July 7, 2006 and attached hereto as Exhibit J, by and between OCD and such other parties specified therein, which agreements reflect the terms and conditions of the Call Options and the Put Options.

1.77 “Combined [Entity] Distribution Value” means, with respect to each Debtor other than OCD, Fibreboard and Integrex, the total value, as of the Effective Date, distributable or to be distributed under the Plan on or after the Initial Distribution Date on account of Allowed Claims against such Debtor in Classes [    ]4 (if applicable), [    ]6 and [    ]10; and which value shall at all times be equal to the Total [Entity] Distributable Value minus the sum of all amounts distributed on or after the Effective Date on account of Unclassified Claims, Unimpaired Claims, Other Priority Claims, Other Secured Tax Claims, Other Secured Claims and Allowed Class [    ]3 Claims, against such Debtor, if any.

1.78 “Combined FB Distribution Value” means the total value, as of the Effective Date, distributable or to be distributed under the Plan on or after the Initial Distribution Date on account of Allowed Claims in Classes B4, B6, and B10; and which value shall at all times be equal to the Total FB Distributable Value minus the sum of all amounts distributed, or to be distributed, by Fibreboard on or after the Effective Date on account of Unclassified Claims, Unimpaired Claims, Other Priority Claims, Other Secured Tax Claims, Other Secured Claims and Allowed Class B3 Claims against Fibreboard, if any.

1.79 “Combined Integrex Distribution Value” means the total value, as of the Effective Date, distributable or to be distributed under the Plan on or after the Initial Distribution Date on account of Allowed Claims in Classes I4, I6, and I10 and Claims in Class I7 (if

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any); and which value shall at all times be equal to the Total Integrex Distributable Value minus the sum of all amounts distributed, or to be distributed, by Integrex on or after the Effective Date on account of Unclassified Claims, Unimpaired Claims, Other Priority Claims, Other Secured Tax Claims, Other Secured Claims and Allowed Class I3 Claims against Integrex, if any.

1.80 “Combined OCD Distribution Package” means the combination of total Available Cash and New OCD Common Stock to be paid or issued under the Plan on a Pro Rata basis to (i) holders of Allowed Claims in Classes A5, A6-A and A6-B (and including that which would have been paid or issued to holders of Allowed Claims in Class A11, but which shall be paid or issued to Classes A4, A5 and/or A6-B in accordance with the subordination provisions of the applicable agreements or instruments subordinating such Claims) and (ii) the OC Sub-Account on account of the Class A7 Aggregate Amount, respectively, the exact composition of which shall be set forth in Schedule XII, as it may be amended up to ten (10) Business Days prior to the Objection Deadline; and, as of the Effective Date, the aggregate value of such combination of total Available Cash and New OCD Common Stock shall be equal to the Combined OCD Distribution Package Value.

1.81 “Combined OCD Distribution Package Value” means the aggregate value of the Combined OCD Distribution Package, which value as of the Effective Date shall be equal to the difference between (i) the Combined OCD Distribution Value and (ii) the sum of the Class A4 Initial Distribution Amount and the Class A10 Distribution Amount.

1.82 “Combined OCD Distribution Value” means the total value, as of the Effective Date, distributable or to be distributed under the Plan on or after the Initial Distribution Date on account of the Class A7 Aggregate Amount and Allowed Claims in Classes A4, A5, A6-A, A6-B, A10 and A11; and which value shall at all times be equal to the Total OCD Distributable Value minus the sum of all amounts distributed, or to be distributed, by OCD on or after the Effective Date on account of Unclassified Claims, Unimpaired Claims, Other Priority Claims, Other Secured Tax Claims, Other Secured Claims and Allowed Class A3 Claims against OCD, if any.

1.83 “Combined OCD Supplemental Distribution Package” means that portion of the Combined OCD Distribution Package with an aggregate value equal to the Combined OCD Supplemental Distributional Package Value.

1.84 “Combined OCD Supplemental Distribution Package Value” means an amount equal to (x) the Senior Indebtedness Initial Distribution Percentage multiplied by (y) the Combined OCD Distribution Package Value as of the Effective Date.

1.85 “Commercial Claims” means rights, remedies, causes of action, suits or proceedings (whether arising out of contract, tort or otherwise) accruing to or for the benefit of any Debtor for the payment and collection of money or other consideration or the enforcement of rights and remedies in connection with, resulting from or arising out of, any commercial transaction with any of the Debtors or the performance of services by or for any of the Debtors. Commercial Claims shall include, without limitation, claims arising from damage or alleged damage to property of any Debtor, or personal injuries sustained by any employee, contractor or other business agent of any Debtor (other than Asbestos Personal Injury Claims) in any case resulting from or arising out of the conduct of business by such Debtor, the collection of debts owed to any Debtor from purchasers of goods and services from any Debtor or the collection of money or other consideration

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from vendors, suppliers or other parties for breaches of contract in commercial relationships with any of the Debtors or the recovery of money based on such other commercial relationship of a Debtor that arise in the ordinary course of business. Commercial Claims shall not include Avoidance Actions or any other rights, remedies, claims, causes of action, suits or proceedings created by title 11 of the United States Code.

1.86 “Committed Claims Account” means the remaining balance of the account established pursuant to a certain Agreement Between Fibreboard and Continental Casualty Corporation On Remaining Issues dated December 13, 1999, which was the subject of a Stipulation and Agreed Order Between Debtors and Continental [Casualty Company] Regarding Status and Disposition of Funds in Committed Claims Account and Related Matters Under Buckets Agreement, entered by the Bankruptcy Court on June 27, 2001.

1.87 “Committees” means the Asbestos Claimants’ Committee and the Unsecured Creditors’ Committee.

1.88 “Confirmation Conditions” means those conditions to confirmation of the plan set forth in Section 12.1 of the Plan.

1.89 “Confirmation Date” means the date of entry of the Confirmation Order by the clerk of the Bankruptcy Court.

1.90 “Confirmation Hearing” means the hearing on confirmation of the Plan scheduled by the Bankruptcy Court pursuant to Section 1128 of the Bankruptcy Code and Federal Rule of Bankruptcy Procedure 3017(c).

1.91 “Confirmation Order” means the order entered by the Bankruptcy Court confirming the Plan.

1.92 “Contingent Note” means a contingent promissory note in the principal amount of $1.390 billion, (which sum shall bear simple interest from the Effective Date until the payment date at the rate of seven percent (7%) per annum), issued by Reorganized OCD to the Asbestos Personal Injury Trust in the event Class A5 accepts the Plan, the payment of which shall be subject to the condition precedent that either (i) the FAIR Act shall not have been enacted into law on or before the Trigger Date, or (ii) in the event that (a) the FAIR Act has been enacted into law on or before the Trigger Date, and (b) it has been challenged in a court of competent jurisdiction by March 31, 2007, then such legal challenge ultimately results in the entry of a Final Order declaring the FAIR Act unconstitutional or otherwise permanently enjoining or barring the efficacy of the FAIR Act. The Contingent Note shall be in form and substance satisfactory to the Debtors and the other Plan Proponents, and the form of Contingent Note shall be set forth on Exhibit N, to be filed no later than ten (10) Business Days prior to the Objection Deadline.

1.93 “Continuing Director” means any director who serves on the Board of Directors for OCD immediately prior to the Effective Date and any director appointed to succeed such director, and “Continuing Directors” means, collectively, each and every Continuing Director.

1.94 “Contribution Agreement” means the Contribution Agreement, dated as of December 24, 1997, between OC and Faloc, Inc., n/k/a Integrex.

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1.95 “Convenience Claim” means a Claim against any of the Debtors that would otherwise be classified as a Class [_]6 Claim, Class A6-A Claim, Class A6-B Claim or a Class B9 Claim, and which (i) is in an amount that is equal to or less than $5,000 or (ii) on the Ballot has been reduced to $5,000 by election of the holder of such Claim.

1.96 “CSFB” means Credit Suisse First Boston, the agent for the Bank Holders under the 1997 Credit Agreement.

1.97 “Cure” means, with respect to the assumption of an executory contract or unexpired lease, pursuant to Section 365(b) of the Bankruptcy Code, the distribution of Cash, or such other property as may be agreed upon by the parties or ordered by the Bankruptcy Court, in an amount equal to all unpaid monetary obligations, without interest, or such other amount as may be agreed upon by the parties, under such executory contract or unexpired lease, to the extent such obligations are enforceable under the Bankruptcy Code and applicable bankruptcy law.

1.98 “Debt” means the Pre-petition Bonds and any other promissory note, bond, indenture, or other instrument or document evidencing or creating any indebtedness for borrowed money or capital lease obligation of a Debtor existing prior to the Effective Date, other than any such instrument or document that evidences or creates (i) any Intercompany Claim or (ii) any executory contract or lease that has been assumed or will be assumed pursuant to the Plan.

1.99 “Debt Agreements” means the 1997 Credit Agreement, the Pre-petition Bonds, the Pre-Petition Bond Indentures and any other agreements, indentures or other instruments or documents governing, evidencing or creating any Debt.

1.100 “Debtors” means, collectively, OCD and the Subsidiary Debtors, whether in their prepetition or postpetition capacity.

1.101 “Debtors-in-Possession” means the Debtors, each in its respective capacity as a debtor-in-possession pursuant to Section 1107(a) and 1108 of the Bankruptcy Code.

1.102 “Demand” means a present or future demand for payment that (i) was not a Claim during the Chapter 11 Cases; (ii) arises out of the same or similar conduct or events that gave rise to the Claims addressed by the Asbestos Personal Injury Permanent Channeling Injunction; and (iii) pursuant to the Plan, is to be paid or otherwise resolved by the Asbestos Personal Injury Trust.

1.103 “Depository Law Firms” means law firms which maintained NSP Administrative Deposit Accounts in respect of OC Asbestos Personal Injury Claims and/or FB Asbestos Personal Injury Claims, including, without limitation, (a) Baron & Budd, (b) Foster & Sear, (c) Waters & Kraus and (d) Weitz & Luxenberg.

1.104 “DIP Agent” means Bank of America, N.A., as administrative agent of the DIP Facility.

1.105 “DIP Facility” means the debtor-in-possession credit facility pursuant to the Post-Petition Credit Agreement, dated December 8, 2000, by and among the financial institutions named therein, as the lenders, Bank of America, N.A., as the agent, and OCD and the Subsidiaries of OCD named therein, as the borrowers, as amended pursuant to the First Amendment to Post-Petition Credit Agreement by and among OCD as Borrower

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Representative on behalf of the borrowers under the Post-Petition Credit Agreement, Bank of America, N.A., as agent, and the lenders signatory thereto, dated as of October 28, 2002, and the Second Amendment to Post-Petition Credit Agreement by and among OCD as Borrower Representative on behalf of the borrowers under the Post-Petition Credit Agreement, Bank of America, N.A., as agent, and the lenders signatory thereto, dated as of September 20, 2004 as further amended, modified, renewed or otherwise in effect from time to time.

1.106 “DIP Facility Claims” means those Claims arising under or as a result of the DIP Facility.

1.107 “Disallowed Claim” means all or such part of a Claim, other than an Asbestos Personal Injury Claim, that is disallowed by a Final Order of the Bankruptcy Court or other court of competent jurisdiction.

1.108 “Disbursing Agent” means, as applicable, Reorganized OCD or any Person designated by the Plan Proponents to hold and distribute the consideration to be distributed to the holders of Allowed Claims (other than Asbestos Personal Injury Claims) or Allowed Interests under the Plan. Disbursing Agent does not include the Pre-petition Indenture Trustees.

1.109 “Disclosure Statement” means the disclosure statement with respect to the Plan filed or to be filed in the Bankruptcy Court by the Plan Proponents, as it may be amended from time to time, in connection with the Plan pursuant to Section 1125 of the Bankruptcy Code and Federal Rule of Bankruptcy Procedure 3018.

1.110 “Disclosure Statement Hearing” means the hearing before the Bankruptcy Court to be held in connection with the approval of the Disclosure Statement.

1.111 “Disputed Claim” means any Class A1, Class A2-A, Class A2-B, Class [    ]3, Class [    ]4, Class A5, Class [    ]6, Class A6-A, Class A6-B, or Class [    ]11 Claim, or any portion thereof, that is neither an Allowed Claim nor a Disallowed Claim.

1.112 “Disputed Distribution Reserve” means the reserve established pursuant to Section 9.3 of the Plan.

1.113 “Distribution Record Date” means the record date for purposes of making distributions under the Plan on account of Allowed Claims (other than Asbestos Personal Injury Claims) and Existing OCD Common Stock, which date shall be the Confirmation Date or such other date as may be designated in the Confirmation Order.

1.114 “District Court” means the United States District Court for the District of Delaware, having jurisdiction over the Chapter 11 Cases.

1.115 “Effective Date” means the Business Day on which all conditions to the consummation of the Plan have been satisfied or waived as provided in Article XII of the Plan, and on which date all acts, events, terms and conditions contemplated under the Plan to occur on the Effective Date or as soon as practicable thereafter shall be deemed to have occurred simultaneously.

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1.116 “Eligible” means with respect to each Class A5 Claim, Class A6-A Claim and Class A6-B Claim, solely for purposes of calculating the Rights to be issued on account of such Claim pursuant to the Subscription Documents, the extent to which such Claim is “Eligible” as such term is defined in the Subscription Agreement.

1.117 “Employee Arrangements” means, collectively, the employee compensation and benefit plans or programs as summarized in Exhibit F, as it may be amended up to ten (10) Business Days prior to the Objection Deadline, and the documents governing such plans, to be filed up to ten (10) Business Days prior to the Objection Deadline.

1.118 “Encumbrance” means, with respect to any property, whether tangible or intangible, any mortgage, lien, pledge, charge, security interest, assignment, or encumbrance of any nature in respect of such property (including, without express or implied limitation, any conditional sale or other title retention agreement, any security agreement, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

1.119 “Engineered Yarns” means Engineered Yarns America, Inc., a Massachusetts corporation.

1.120 “Enjoined Action” means any claim, demand, suit, proceeding or cause of action, whenever and wherever arising or asserted, whether sounding in tort, contract, warranty or any other theory of law, equity or admiralty, including, but not limited to: (i) the commencement, conduct, or continuation in any manner, directly or indirectly (including an action directly against a provider of insurance), of any suit, action or other proceeding (including, without limitation, any judicial, arbitral, administrative or other proceeding) in any forum; (ii) the enforcement, attachment (including, without limitation, any prejudgment attachment), collection or seeking to recover any judgment, award, decree, or other order; (iii) the creation, perfection or enforcement in any manner, directly or indirectly, of any Encumbrance; (iv) the setting off, seeking reimbursement of, contribution from, or subrogation against, or other recoupment in any manner, directly or indirectly, of any amount against any liability owed to any Protected Parties; and (v) the commencement or continuation, in any manner, in any place, of any action which, in any such case, does not comply with or is inconsistent with the provisions of the Plan.

1.121 “Environmental Claims” means, with respect to conduct of the Debtors prior to the Petition Date, (i) Claims against the Debtors by the EPA for the costs of environmental investigation and clean up of sites that may have been contaminated as a result of releases of hazardous substances by the Debtors, including releases at third-party disposal sites used by the Debtors; (ii) similar Claims by state and local environmental agencies; (iii) Claims by private parties against the Debtors asserting contribution or indemnification claims with respect to cleanup costs under statutory law or contractual agreements; and (iv) enforcement actions by federal, state and local environmental agencies with respect to alleged violations of environmental law; provided, however, that this definition excludes any Claim in clauses (i) - (iv) treated as an Administrative Claim.

1.122 “Environmental Settlement Agreement” means the settlement agreement between the EPA and the Debtors executed by the parties in April and May, 2003, and approved by the Bankruptcy Court on July 23, 2003.

1.123 “EPA” means the United States Environmental Protection Agency.

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1.124 “Equity Commitment Agreement” means that certain Equity Commitment Agreement by and between OCD and J.P. Morgan Securities Inc., dated May 10, 2006, a copy of which is attached as Exhibit O hereto.

1.125 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1301-1462.

1.126 “ESI” means Exterior Systems, Inc., a Delaware corporation.

1.127 “Estates” means the Debtors’ bankruptcy estates created pursuant to Section 541 of the Bankruptcy Code.

1.128 “Excess Available Cash” means the amount of Available Cash, if any, together with interest earned thereon (if any), remaining in the Disputed Distribution Reserve after all Disputed Claims shall have been Allowed and paid or Disallowed pursuant to a Final Order of the Bankruptcy Court; provided, however, that the Excess Available Cash shall not include any of the Reserved Class A6-A Aggregate Amount or Reserved Class A6-B Aggregate Amount, as may be applicable.

1.129 “Excess New OCD Common Stock” means the aggregate number of shares of New OCD Common Stock, if any, remaining in the Disputed Distribution Reserve after all Disputed Claims shall have been Allowed and paid or Disallowed pursuant to a Final Order of the Bankruptcy Court.

1.130 “Existing Fibreboard Insurance Settlement Trust Assets” means all of the assets of the Fibreboard Insurance Settlement Trust as of the Effective Date, net of accrued administrative fees and expenses.

1.131 “Existing OCD Common Stock” means the common stock, par value $0.10 per share, of OCD, of which 100 million shares were authorized and 55,423,132 shares were issued and outstanding as of September 30, 2000.

1.132 “Existing OCD Options” means any options, warrants, conversion rights, rights of first refusal or other rights, contractual or otherwise, to acquire or receive any Existing OCD Common Stock, Existing OCD Preferred Stock or any other capital stock of OCD outstanding as of the Petition Date.

1.133 “Existing OCD Preferred Stock” means the preferred stock, without par value, of OCD, of which 8,000,000 shares were authorized and none were outstanding as of the Petition Date.

1.134 “Exit Facility” means such bank financing agreements and commitments as the Debtors shall have arranged on the Effective Date, including term loans and revolving credit facilities, in such amounts and on such terms as are satisfactory to the Debtors and the other Plan Proponents.

1.135 “Exit Financing Amount” means the total amount of senior indebtedness issued as of the Effective Date, which shall be comprised of (i) the total principal amount outstanding, if any, under the Exit Facility as of the Effective Date, and (ii) the total principal amount outstanding, if any, under any Senior Notes as of the Effective Date, the amount of which shall be set forth in Schedule XII, as it may be amended up to ten (10) Business Days prior to the Objection Deadline.

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1.136 “Face Amount” means (i) when used in reference to a Disputed Claim, the full stated amount claimed by the holder of such Claim in any Proof of Claim timely filed with the Bankruptcy Court or otherwise deemed timely filed by any Final Order of the Bankruptcy Court or other applicable bankruptcy law, and (ii) when used in reference to an Allowed Claim, the Allowed amount of such Claim.

1.137 “FAIR Act” means that certain Fairness in Asbestos Injury Resolution Act of 2006 (formerly denominated as S. 852), which was voted out of the Senate Judiciary Committee on May 26, 2005 and was the subject of a failed procedural vote on the Senate floor on February 14, 2006, as such may be amended during the 109th Congress.

1.138 “FAIR Act Conditions” means each of the following conditions: (i) the FAIR Act has been enacted into law on or before the Trigger Date, and (ii) either the FAIR Act has not been challenged in a court of competent jurisdiction on or before March 31, 2007, or, in the event that the FAIR Act has been challenged in a court of competent jurisdiction on or before March 31, 2007, then such challenge has been denied pursuant to a Final Order.

1.139 “Falcon Foam” means Falcon Foam Corporation, a Delaware corporation.

1.140 “FB Asbestos Personal Injury Claim” means any present or future right to payment, claim, remedy, liability or Demand against any FB Person for death, bodily injury, or other personal damages (whether physical, emotional or otherwise), whether or not such right, claim, remedy, liability or Demand is reduced to judgment, liquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, whether or not the facts of or legal basis for such right, claim, remedy, liability or Demand are known or unknown, under any theory of law, equity, admiralty, or otherwise, to the extent caused or allegedly caused, directly or indirectly, by the presence of, or exposure to, asbestos or asbestos-containing products for which any FB Person may be legally liable, including, without limitation, the presence of, or exposure to, asbestos or asbestos-containing products that were manufactured, installed, fabricated, sold, supplied, produced, distributed, released, or in any way at any time marketed or disposed of by any FB Person, including, without express or implied limitation, any right, claim, remedy, liability or Demand for compensatory damages (such as loss of consortium, wrongful death, survivorship, proximate, consequential, general and special damages) and including punitive damages. FB Asbestos Personal Injury Claims (i) include FB Indirect Asbestos PI Trust Claims and Unpaid FB Resolved Asbestos Personal Injury Claims, but (ii) exclude FB Resolved Asbestos Personal Injury Claims, FB Asbestos Property Damage Claims, FB Indirect Asbestos Property Damage Claims, workers’ compensation claims, OC Asbestos Personal Injury Claims, OC Indirect Asbestos PI Trust Claims, OC Asbestos Property Damage Claims, and OC Indirect Asbestos Property Damage Claims. Any FB Asbestos Personal Injury Claim which is filed as a priority or secured claim will be deemed and treated as an FB Asbestos Personal Injury Claim and not as an Administrative Claim, Other Priority Claim or Other Secured Claim.

1.141 “FB Asbestos Property Damage Claim” means any present or future right to payment, claim, remedy, or liability against, or debt or obligation of, any FB Person, whether or not such right, claim, remedy, or liability is reduced to judgment, liquidated, fixed,

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contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, whether or not the facts or legal basis for such right, claim, remedy, liability, debt or obligation are known or unknown, under any theory of law, equity, admiralty, or otherwise for, relating to, or arising by reason of, directly or indirectly, damage to property, including, without limitation, diminution in the value thereof, or environmental damage or economic loss related thereto, caused or allegedly caused, directly or indirectly, in whole or in part by the presence in buildings or other systems or structures of asbestos or asbestos-containing products for which any FB Person may be legally liable, including, without limitation, the presence of, or exposure to, asbestos or asbestos-containing products that were manufactured, installed, fabricated, sold, supplied, produced, distributed, released or in any way at any time marketed or disposed of by any FB Person, or for which any FB Person is liable due to the acts or omissions of any FB Person, including, without express or implied limitation, any right, claim, remedy, liability against, or debt or obligation for compensatory damages (such as proximate, consequential, general and special damages) and including punitive damages. FB Asbestos Property Damage Claims include FB Indirect Asbestos Property Damage Claims.

1.142 “FB Indirect Asbestos PI Trust Claim” means any present or future right to payment, claim, remedy, liability, or Demand against any FB Person, whether or not such right, claim, remedy, liability or Demand is reduced to judgment, liquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, whether or not the facts of or legal basis for such right, claim, remedy, liability, or Demand are known or unknown, under any theory of law, equity, admiralty, or otherwise, that is (i) asserted by (a) any Person (other than (I) an FB Person or (II) Related Persons of the Debtors or Reorganized Debtors entitled to indemnification pursuant to Section 7.5 of the Plan) who has been, is or may be a defendant in an action seeking damages for death, bodily injury or other personal damages (whether physical, emotional or otherwise), to the extent caused or allegedly caused, directly or indirectly, by the presence of, or exposure to, asbestos or asbestos-containing products for which any FB Person may be legally liable, including, without limitation, the presence of, or exposure to, asbestos or asbestos-containing products that were manufactured, installed, fabricated, sold, supplied, produced, distributed, released, or in any way at any time marketed or disposed of by any FB Person, or (b) any assignee or transferee of such Person, and (ii) on account of alleged liability of any FB Person for reimbursement, contribution, subrogation or indemnification of any portion of any damages such Person has paid or may pay to the plaintiff in such action.

1.143 “FB Indirect Asbestos Property Damage Claim” means any present or future right to payment, claim, remedy or liability against, or debt or obligation of, any FB Person, whether or not such right, claim, remedy, or liability is reduced to judgment, liquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, whether or not the facts of or legal basis for such right, claim, remedy or liability, debt or obligation are known or unknown, under any theory of law, equity, admiralty, or otherwise that is (i) asserted by (a) any Person (other than (I) an FB Person or (II) a Related Person of the Debtors or Reorganized Debtors entitled to indemnification pursuant to Section 7.5 of the Plan) who has been, is, or may be a defendant in an action seeking damages for, relating to, or arising by reason of, directly or indirectly, damage to property, including without limitation, diminution in the value thereof, or environmental damage or economic loss related thereto, caused or allegedly caused, directly or indirectly, in whole or in part by the presence in buildings or other

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systems or structures of asbestos or asbestos-containing products for which any FB Person may be legally liable, including, without limitation, the presence of, or exposure to, asbestos or asbestos-containing products that were manufactured, installed, fabricated, sold, supplied, produced, distributed, released or in any way at any time marketed or disposed of by any FB Person, or for which any FB Person is otherwise liable due to the acts or omissions of any FB Person or (b) any assignee or transferee of such Person, and (ii) on account of alleged liability of any FB Person for reimbursement, contribution, subrogation or indemnification of any portion of any damages such Person has paid or may pay to the plaintiff in such action.

1.144 “FB Person” means each of (i) Fibreboard and its direct or indirect Subsidiaries, (ii) Fibreboard’s and its direct or indirect Subsidiaries’ respective predecessors in interest, but solely to the extent listed on Schedule VIII, to be filed no later than ten (10) Business Days prior to the Objection Deadline, (iii) Fibreboard’s and its direct or indirect Subsidiaries’ respective successors in interest, but solely to the extent they either (a) are listed on Schedule VIII, or (b) are post-Effective Date successors in interest, (iv) Fibreboard’s and its direct or indirect Subsidiaries’ respective Affiliates, but solely to the extent listed on Schedule VIII, and (v) the respective former and present employees, directors or officers of the Persons identified in clauses (i), (ii), (iii) and (iv), acting in such capacity.

1.145 “FB Resolved Asbestos Personal Injury Claim” means an FB Asbestos Personal Injury Claim with respect to which and to the extent that (i) such Claim is eligible to be paid from NSP Administrative Deposit Accounts in respect of FB Asbestos Personal Injury Claims; and (ii) such Claim has been, or will be, paid from NSP Administrative Deposit Accounts in respect of FB Asbestos Personal Injury Claims in accordance with the Asbestos Personal Injury Trust documents or otherwise, upon the delivery by the holder of such Claim of an appropriate signed release to OCD and, at the direction of OCD which shall be deemed to have been provided hereby, to the Asbestos Personal Injury Trust. To the extent that a claim otherwise qualifies as an FB Resolved Asbestos Personal Injury Claim, but such funds are not available in NSP Administrative Deposit Accounts to pay such Claims in full, the attorney of record shall allocate such funds amongst qualifying clients Pro Rata, with any deficiency constituting an FB Asbestos Personal Injury Claim.

1.146 “FB Restricted Cash” means the amount of administrative deposits made by Fibreboard into the NSP Administrative Deposit Accounts (together with earnings thereon) in respect of FB Asbestos Personal Injury Claims to facilitate claims processing under the NSP as of five (5) Business Days prior to the Effective Date.

1.147 “FB Sub-Account” means the sub-account of the Asbestos Personal Injury Trust established for the purposes of assuming any and all liabilities and responsibility for FB Asbestos Personal Injury Claims and making payments in respect of such Claims in accordance with the Plan and the Asbestos Personal Injury Trust Distribution Procedures.

1.148 “FB Sub-Account Settlement Payment” means (i) New OCD Common Stock with an aggregate value of $140 million as of the Effective Date, or (ii) in the event Class A5 rejects the Plan, the Standard Combination of Cash and New OCD Common Stock, with an aggregate value of $140 million as of the Effective Date, to be paid in either case into the FB Sub-Account of the Asbestos Personal Injury Trust for the benefit of the holders of FB Asbestos Personal Injury Claims upon the Effective Date, pursuant to the OCD/FB Settlement.

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1.149 “FB/OC Asbestos Settlement Payment” means a combination of Cash and New OCD Common Stock, with an aggregate value of $63 million as of the Effective Date, to be paid into the FB Sub-Account of the Asbestos Personal Injury Trust for the benefit of the holders of FB Asbestos Personal Injury Claims on or after the Effective Date, pursuant to the OCD/FB Settlement.

1.150 “Fibreboard” means Fibreboard Corporation, a Delaware corporation.

1.151 “Fibreboard Insurance Settlement Trust” means the Fibreboard Settlement Trust established by the Irrevocable Settlement Trust Agreement, dated as of December 30, 1996, among Fibreboard, as trustor, Michael R. Douglas, as interim trustee, and certain insurance companies, pursuant to the Settlement Agreement dated October 12, 1993.

1.152 “Filing” means the filing with the Bankruptcy Court of voluntary petitions for relief under Chapter 11 made by OCD and the Subsidiary Debtors.

1.153 “Final Bank Unimpairment Order” means that certain Final Order Pursuant to Section 1124 of the Bankruptcy Code Determining that Treatment of Bank Claims Pursuant to Section 3.3(b)(ii)(A) of the Proposed Plan Satisfies Bank Claims in Full and Renders Bank Claims Unimpaired Under the Proposed Plan, thereby Satisfying in Full All Bank Claims in Respect of the Credit Agreement Against the Debtors and Non-Debtors, entered by the Bankruptcy Court on May 10, 2006.

1.154 “Final Distribution Date” means a date selected by the Reorganized Debtors that is no later than thirty (30) days after the date that all Disputed Claims shall have been Allowed or Disallowed pursuant to a Final Order of the Bankruptcy Court or such other court with competent jurisdiction over Disputed Claims.

1.155 “Final Order” means an order or judgment of the Bankruptcy Court, or other court of competent jurisdiction, as entered on the docket of such court, the operation or effect of which has not been stayed, reversed, or amended and as to which order or judgment (or any revision, modification, or amendment thereof) the time to appeal or seek review or rehearing has expired and as to which no appeal or petition for review or rehearing was filed or, if filed, remains pending.

1.156 “Future Claimants’ Representative” means James J. McMonagle, the legal representative for future claimants appointed by order of the Bankruptcy Court dated September 28, 2001, or his successors.

1.157 “General Unsecured Claim” means a Claim against any of the Debtors that is not a DIP Facility Claim, an Administrative Claim, a Priority Tax Claim, an Other Priority Claim, an Other Secured Tax Claim, an Other Secured Claim, a Convenience Claim, a Bank Holders Claim, a Bondholders Claim, an OC Asbestos Personal Injury Claim, an FB Asbestos Personal Injury Claim, an Intercompany Claim, a Senior Indebtedness Claim, a Subordinated Claim or an Interest. General Unsecured Claims include, without limitation, all Environmental Claims, OC Asbestos Property Damage Claims and FB Asbestos Property Damage Claims.

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1.158 “General Unsecured/Senior Indebtedness Claim” means a Claim against OCD that satisfies both of the following criteria: (a) such Claim is a Senior Indebtedness Claim and (b) such Claim is not a DIP Facility Claim, an Administrative Claim, a Priority Tax Claim, an Other Priority Claim, an Other Secured Tax Claim, an Other Secured Claim, a Convenience Claim, a Bank Holders Claim, a Bondholders Claim, an OC Asbestos Personal Injury Claim, an FB Asbestos Personal Injury Claim, an OC Asbestos Property Damage Claim, an FB Asbestos Property Damage Claim, an Intercompany Claim, a Subordinated Claim, or an OCD Interest.

1.159 “Granite State” means Granite State Insurance Company.

1.160 “Hartford Entities” means (i) the Hartford Financial Services Group, Inc., Excess Insurance Company, Ltd., Fencourt Reinsurance Company, Ltd., First State Insurance Company, Hartford Accident and Indemnity Company, Hartford Casualty Insurance Company, Hartford Fire Insurance Company, Hartford Insurance Company of Canada, Hartford Insurance Company of Illinois, Hartford Insurance Company of the Midwest, Hartford Insurance Company of the Southeast, Hartford Insurance, Ltd. (Bermuda), Hartford Lloyds Insurance Company, Hartford Underwriters Insurance Company (formerly New York Underwriters Insurance Company), New England Insurance Company, New England Reinsurance Corporation, Nutmeg Insurance Company, Pacific Insurance Company, Ltd., Property and Casualty Insurance Company of Hartford, Sentinel Insurance Company, Ltd., Trumbull Insurance Company, and Twin City Fire Insurance Company; as well as (ii) all of their respective predecessors, successors, assigns, subsidiaries, affiliates, holding companies (if any), parent companies (if any), merged companies and acquired companies, exclusive of any former asset, affiliate, or member company of Reliance Group Holdings, Inc.; and (iii) all of the respective employees, officials, agents, attorneys, representatives, officers, and directors, in their capacity as such, of the entities encompassed by clauses (i) and (ii).

1.161 “Hartford Policies” means the following policies issued to OCD:

Issuer	Policy Period	Policy Number
First State	06/18/74 to 10/22/74	921434
	10/22/74 to 10/22/75	921434
	10/22/75 to 10/22/76	921434
	10/22/76 to 10/22/77	923542
	10/22/77 to 9/01/78	925625
	09/01/78 to 09/01/79	926735
	03/08/79 to 09/01/79	927953
	09/01/82 to 09/01/83	934962
Twin City	09/01/82 to 09/01/83	TXX111365
Excess	09/01/79 to 09/01/80	EL 10300 (EL 10-87)
First State	09/01/82 to 09/01/83	933186
	09/01/83 to 09/01/84	EU 935321
	09/01/83 to 09/01/84	EU 935324
	10/31/79 to 11/29/82	GC802752
	04/01/81 to 04/01/84	GC802770
	05/01/88 to 05/01/89	GC009556
	05/01/89 to 05/01/90	GC010810
Hartford	12/01/74 to 12/01/75	57 IC 620122
Pacific	05/01/93 to 05/01/94	ZG 0001003
	04/01/94 to 04/01/95	ZG 0002864
	05/01/95 to 05/01/96	ZG 0004839
	05/01/96 to 05/01/97	ZG 0006912
	05/01/97 to 05/01/98	ZG 0008946
Twin City	09/01/83 to 09/01/84	TXX 102719

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“Hartford Policies” shall also be deemed to include all insurance policies other than the above-listed policies, that were issued, prior to January 1, 2001, by and in the name of one of the specifically named Hartford Entities, either to OCD or that insure OCD, and such unknown policies shall include all known and unknown primary, umbrella, excess, or other insurance policies, contracts, and/or agreements of any nature, type, of kind (including but not limited to: all comprehensive general liability policies; general liability policies; casualty policies, environmental liability policies; environmental impairment policies; difference in conditions policies; directors’ and officers’ liability policies; errors and omissions liability policies; contractual liability policies; automobile liability policies; products liability policies; and workers’ compensation policies); provided, however, that notwithstanding any of the foregoing and for the avoidance of any doubt, “Hartford Policies” shall not, and shall not be deemed to, include: (i) policies issued by one of the specifically named Hartford Entities to Persons other than OCD or the Debtors (except to the extent of the interest of OCD in such policies); (ii) policies issued to Persons that become Affiliates of OCD or Reorganized OCD after June 18, 2001; (iii) policies issued or subscribed by Excess Insurance Company Ltd. that are subject to a May 15, 1999 settlement agreement between OCD and London Market Insurers; (iv) First State policy number EU 935321 to the extent that it provides coverage for products/completed operations claims other than asbestos claims; and (v) policies issued to or insuring Fibreboard.

1.162 “Hartford Settlement Agreement” means the settlement agreement between Owens Corning and the Hartford Financial Services Group, Inc., dated June 18, 2001, and approved by the Bankruptcy Court on July 16, 2001.

1.163 “HOMExperts” means HOMExperts LLC, a Delaware limited liability company.

1.164 “Impaired” means, when used with reference to a Claim or Interest, or a Class of Claims or Interests, a Claim or Interest, or a Class of Claims or Interests, that is impaired within the meaning of Section 1124 of the Bankruptcy Code.

1.165 “Indemnification Obligations” means any obligations of any of the Debtors under their charters, by-laws, contracts assumed by them pursuant to Section 365 of the Bankruptcy Code or any statute to indemnify, reimburse or provide contribution to any or all persons who may serve or who have served at any time as directors, officers, employees, agents, professionals or advisors of such Debtor, or who at the request of any of the Debtors served as directors, officers, employees, agents, professionals or advisors of another corporation (including Subsidiaries of the Debtors) or of any partnership, joint venture,

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trust or other enterprise, and any directors, officers, employees, agents, professionals or advisors of any of the Debtors who at the request of such Debtor may serve or have served as agents or fiduciaries of an employee benefit plan of such Debtor or any of its Subsidiaries, from and against any of the expenses, liabilities or other matters arising under or in or covered by applicable law, provided that the basis of any proceeding potentially giving rise to indemnification is alleged action in an official capacity as a director, officer, employee, agent, professional or advisor or in any other capacity while serving as a director, officer, employee, agent, professional or advisor, and provided that such obligations shall not cover willful misconduct.

1.166 “Indenture Trustee Fees” means the reasonable compensation, fees, expenses, disbursements and indemnity claims, including, without limitation, attorneys’ and agents’ fees, expenses and disbursements, incurred by any Pre-petition Indenture Trustee, whether prior to or after the Petition Date and whether prior to or after the consummation of the Plan.

1.167 “Initial Bank Holders’ Distribution” means the distribution to be made by the Debtors or Reorganized Debtors, as the case may be, pursuant to Section 3.3(b)(ii)(A) of the Plan.

1.168 “Initial Distribution Date” means a date selected by the Reorganized Debtors that is not later than forty-five (45) days after the Effective Date.

1.169 “Insolvent Insurer PI Rights” means all of the Debtors’ rights and claims as of the Effective Date to coverage and causes of action and choses in action for accrued or future coverage claims, for demands, or for other entitlements to insurance proceeds from any insolvent insurance company, whether domestic or foreign, and whether in receivership, liquidation, rehabilitation, run-off, scheme of arrangement or any other form of proceeding, as well as the rights to any payments of initial dividends, or scheme payments from the Receiver, Liquidator or Scheme Administrator of any insolvent insurance company and the rights to any supplemental dividends or supplemental scheme payments that may be declared from time to time, on account of Asbestos Personal Injury Claims.

1.170 “Insurance Guarantee Fund PI Rights” means all of the Debtors’ rights, and claims to coverage and causes of action and choses in action for accrued or future coverage claims, for demands, or for other entitlements to payment (whether asserted on their own behalf or on behalf of others) from any state insurance guaranty association, arising under, or in connection with, any state insurance guaranty association statutes (including, without limitation, those statutes under which claims have been made previously by Debtors) on account of Asbestos Personal Injury Claims.

1.171 “Integrex” means Integrex, a Delaware corporation.

1.172 “Integrex Asbestos Personal Injury Claims” means those OC Asbestos Personal Injury Claims, if any, asserted directly against Integrex in connection with the Contribution Agreement or on account of any related successor liability, veil-piercing or related claims, as such may be determined by the Court in connection with the Confirmation Hearing.

1.173 “Integrex Minority Interests” means all shares of Preferred Stock and Common Stock of Integrex, together with any options, warrants, conversion rights, rights of first refusal or other rights, contractual, equitable or otherwise, relating to such stock, held by Blue Ridge Investments, L.L.C. or its successors and assigns.

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1.174 “Intercompany Claim” means any pre-petition Claim by a Debtor against another Debtor or a non-Debtor Subsidiary against a Debtor.

1.175 “Interested Party” means all parties listed on Schedule IX, to be filed at least ten (10) Business Days prior to the Objection Deadline.

1.176 “Interests” means, collectively, any equity interests in the Debtors represented by existing common or preferred stock shares of capital stock, whether or not issued, including, without limitation, (i) the OCD Interests, (ii) the Subsidiary Interests, and (iii) the legal, equitable, contractual or other rights of any Person to acquire or receive any of the foregoing.

1.177 “Investor” means J.P. Morgan Securities Inc. (or any permitted assignee thereof pursuant to the Equity Commitment Agreement).

1.178 “Investor Registration Rights Agreement” means that certain registration rights agreement, dated on or about July 7, 2006, by and between OCD, the Investor and any additional parties thereto, which agreement is filed as Exhibit P-1 hereto.

1.179 “IPM” means IPM, Inc., a Delaware corporation.

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

1.181 “IRS” means the United States Internal Revenue Service.

1.182 “Jefferson Holdings” means Jefferson Holdings, Inc., a Delaware corporation.

1.183 “Management and Director Arrangements” means, collectively, the management and director compensation and benefit plans or programs as summarized in Exhibit F, as it may be amended up to ten (10) Business Days prior to the Objection Deadline, and the documents governing such plans, to be filed up to ten (10) Business Days prior to the Objection Deadline.

1.184 “Material Right of Action” means any right, remedy, claim, cause of action, suit or proceeding accruing to the Debtors or any assets or other property of any of the Debtors pursuant to any of the Bankruptcy Code or pursuant to any statute or legal theory which, if determined in favor of any of the Debtors or its respective Estate, would reasonably be expected to result in a recovery in excess of $200,000, but excluding Commercial Claims, Avoidance Actions and any and all rights, remedies, claims, causes of action, suits or proceedings accruing to any of the Debtors, or otherwise brought by or on behalf of any of the Debtors or its respective Estate, against any current or former director, officer, employee, agent, professional or advisor of any such Debtor. “Material Rights of Action” means, collectively, each and every Material Right of Action.

1.185 “Merged Plan” means the Owens Corning Merged Retirement Plan.

1.186 “MIPS Claims and Interests” means all Claims directly or indirectly against OCD (or Interests to the extent any such Claims may be characterized as Interests) by the holders

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of the 6 ¹/2 % Convertible Monthly Income Preferred Securities issued by Owens-Corning Capital L.L.C. or any Person (including any trustee) asserting such Claims derivatively or otherwise on behalf of such holders, including (i) the Claims of Owens-Corning Capital L.L.C. for approximately $253 million original aggregate principal amount arising from OCD’s 6.5% Convertible Subordinated Debentures due 2025, issued pursuant to an indenture dated as of May 10, 1995, between OCD, Owens-Corning Capital L.L.C. and Harris Trust and Savings Bank, as trustee, (ii) Claims arising under the guarantee agreement, dated as of May 10, 1995, in respect of such Convertible Subordinated Debentures executed by OCD as guarantor, (iii) the Claim of The Bank of New York, as Special Trustee on behalf of the holders of the 6  ¹/2 % Convertible Monthly Income Preferred Securities, and (iv) any Interests of the foregoing to the extent any rights of such holders may be characterized as Interests.

1.187 “MiraVista Claims” means claims by owners of residential and commercial property in the United States, or their transferees or assignees, on which MiraVista® Tiles designed, manufactured, marketed, sold, distributed and/or supplied by Owens Corning are presently or have been installed, which claims allege that MiraVista Tiles had an undue tendency to lift, warp and curl, break off and slide out of place, crack, leak, and discolor, resulting in, inter alia, weather damage to roofing paper, fasteners, flashing, underlayment, and wood substrate and structural members. The MiraVista Claims are the subject of two purported class action complaints in the Bankruptcy Court, one (the Lopez Complaint) on behalf of class members who purchased MiraVista Tiles on or before October 5, 2000 and the other (the McIlhargie Complaint) on behalf of class members who purchased MiraVista Tiles after October 5, 2000.

1.188 “MiraVista Class Action Settlement Agreement” means the settlement agreement, as from time to time amended, between Owens Corning and the class representatives designated in the Lopez Complaint and the McIlhargie Complaint, for themselves and for members of their respective alleged classes, which settlement agreement has been or will be submitted to the Bankruptcy Court for approval pursuant to Bankruptcy Rule 9019 and Rule 23 of the Federal Rule of Civil Procedure as made applicable by Bankruptcy Rule 7023, or any subsequent settlement agreement pertaining to Mira Vista Claims.

1.189 “Mt. McKinley Entities” means Mt. McKinley Insurance Company, f/k/a known as Gibraltar Casualty Company; Everest Reinsurance Company, f/k/a as Prudential Reinsurance Company and Everest Reinsurance Holdings, Inc.; as well as (a) all of their past, present, and future parents, subsidiaries, affiliates, controlled entities, predecessors, successors, reorganized companies, holding companies (if any), merged companies, acquired companies, and assigns; and (b) all of the respective employees, officials, representatives, agents, attorneys, officers, and directors, in their capacity as such, of the entities encompassed by clause (a).

1.190 “Mt. McKinley Policies” means the following policies issued to OCD:

Issuer	Policy Period	Policy Number
Mt. McKinley	9/1/79 to 9/1/80	GMX 00232
Mt. McKinley	9/1/79 to 9/1/80	GMX 00236
Mt. McKinley	9/1/80 to 9/1/81	GMX 00719
Mt. McKinley	9/1/80 to 9/1/81	GMX 00720
Mt. McKinley	9/1/81 to 9/1/82	GMX 01308
Mt. McKinley	9/1/81 to 9/1/82	GMX 01309
Mt. McKinley	9/1/82 to 9/1/83	GMX 01828
Mt. McKinley	9/1/82 to 9/1/83	GMX 01829
Mt. McKinley	9/1/83 to 9/1/84	GMX 02346
Mt. McKinley	9/1/83 to 9/1/84	GMX 02347
Mt. McKinley	9/1/84 to 9/1/85	GMX 02697

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“Mt. McKinley Policies” shall also be deemed to include all insurance policies other than the above-listed policies, that were issued by Mt. McKinley Insurance Company or Everest Reinsurance Company prior to January 1, 2002; provided, however, that notwithstanding any of the foregoing and for the avoidance of doubt, “Mt. McKinley Policies” shall not include: (a) policies issued to any Person that is merged into or acquired by OCD after November 1, 2004 or (b) policies issued by any insurance company that is merged into or acquired by Mt. McKinley Insurance Company or Everest Reinsurance Company after November 1, 2004.

1.191 “Mt. McKinley Settlement Agreement” means the settlement agreement between OCD and Mt. McKinley Insurance Company, f/k/a Gibraltar Casualty Company, Everest Reinsurance Company, and Everest Reinsurance Company, f/k/a Prudential Reinsurance Company, approved by the Bankruptcy Court on December 21, 2004.

1.192 “New OCD Common Stock” means the common stock, par value $0.01 per share, of Reorganized OCD, the principal terms and conditions of which are set forth on Exhibit H, which shall be filed no later than ten (10) Business days prior to the Objection Deadline.

1.193 “New OCD Securities” means the New OCD Common Stock (including, without limitation, the Rights Offering Shares, the Unsubscribed Shares, the Reserved New OCD Shares and any shares issued upon exercise or exchange of the Class A11 Warrants or Class A12-A Warrants), the Class A11 Warrants, the Class A12-A Warrants and the Senior Notes (if applicable) to be issued by Reorganized OCD and distributed pursuant to the Plan.

1.194 “Non-Debtor Subsidiaries” means all direct and indirect Subsidiaries of OCD that are not Subsidiary Debtors.

1.195 “Non-Participating Insurers” means Affiliated FM Insurance Company, Allianz Insurance Company, Allianz Underwriters Insurance Company and AXA-Belgium S.A., National Union Fire Insurance Company of Pittsburgh, Pa., Lexington Insurance Co., Landmark Insurance Co., Granite State Insurance Co., and Birmingham Fire Insurance Co. of Pennsylvania and Royal Indemnity Company, which parties did not participate in the proceedings to estimate OC Asbestos Personal Injury Claims conducted with respect to confirmation of the Plan pursuant to the Order Regarding Certain Insurers’ Motion and Memorandum For An Order Clarifying that Asbestos Claims Estimation for Plan Confirmation Purposes Will Not Affect Them, entered by the Bankruptcy Court on August 16, 2004.

1.196 “NSP” means the National Settlement Program pursuant to which OCD and Fibreboard entered into agreements with certain law firms prior to the Petition Date for the purpose of attempting to settle OC Asbestos Personal Injury Claims and FB Asbestos Personal Injury Claims, respectively.

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1.197 “NSP Administrative Deposit Accounts” means settlement accounts maintained by the Depository Law Firms in respect of OC Asbestos Personal Injury Claims and/or FB Asbestos Personal Injury Claims to facilitate claims processing under the NSP, including interest earned on funds held in such accounts.

1.198 “NSP Agreements” means the settlement agreements entered into between OCD and/or Fibreboard and each law firm participating in the NSP.

1.199 “NSP Avoidance Actions” means any and all avoidance, recovery, subordination or other actions or remedies that may be brought by, or on behalf of, the Debtors or their estates under the Bankruptcy Code or applicable non-bankruptcy law, including, without limitation, actions or remedies under Sections 510, 542, 543, 544, 545, 547, 548, 549, 550, 551, 552 and 553 of the Bankruptcy Code arising under, related to or otherwise in connection with the NSP.

1.200 “Objection Deadline” means the date set forth in the Order of the Bankruptcy Court or the District Court by which a creditor or interest holder or other party in interest must file an objection to confirmation of the Plan.

1.201 “OC” means, collectively, OCD and its Subsidiaries.

1.202 “OC Asbestos Personal Injury Claim” means any present or future right to payment, claim, remedy, liability or Demand against any OC Person for death, bodily injury, or other personal damages (whether physical, emotional or otherwise), whether or not such right, claim, remedy, liability or Demand is reduced to judgment, liquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, whether or not the facts of or legal basis for such right, claim, remedy, liability or Demand are known or unknown, under any theory of law, equity, admiralty, or otherwise, to the extent caused or allegedly caused, directly or indirectly, by the presence of, or exposure to, asbestos or asbestos-containing products for which any OC Person may be legally liable, including, without limitation, the presence of, or exposure to, asbestos or asbestos-containing products that were manufactured, installed, fabricated, sold, supplied, produced, distributed, released, or in any way at any time marketed or disposed of by any OC Person, including, without express or implied limitation, any right, claim, remedy, liability or Demand for compensatory damages (such as loss of consortium, wrongful death, survivorship, proximate, consequential, general and special damages) and including punitive damages. OC Asbestos Personal Injury Claims (i) include Integrex Asbestos Personal Injury Claims, OC Indirect Asbestos PI Trust Claims and Unpaid OC Resolved Asbestos Personal Injury Claims, but (ii) exclude OC Resolved Asbestos Personal Injury Claims, OC Asbestos Property Damage Claims, OC Indirect Asbestos Property Damage Claims, workers’ compensation claims, FB Asbestos Personal Injury Claims, FB Indirect Asbestos PI Trust Claims, FB Asbestos Property Damage Claims, and FB Indirect Asbestos Property Damage Claims. Any OC Asbestos Personal Injury Claim which is filed as a priority claim will be deemed and treated as an OC Asbestos Personal Injury Claim and not as an Administrative Claim or Other Priority Claim.

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1.203 “OC Asbestos Personal Injury Liability Insurance Assets” means rights to coverage for asbestos-related personal injury claims (including past, present, and future claims) as OCD may have under the excess liability insurance policies issued to OCD and identified in Schedule XVI, as it may be amended up to ten (10) Business Days prior to the Objection Deadline, and rights under settlement agreements made with respect to such insurance policies (including the Wellington Agreement), including, without limitation, (i) rights under such policies and agreements, whether against the insurers that issued such policies and their successors and assigns, or, with respect to any insolvent insurers, Insolvent Insurer PI Rights and Insurance Guarantee Fund PI Rights; and (ii) the right, on behalf of the Debtors, to give a full release of the insurance rights of the Debtors for asbestos-related personal injury claims under any such policies and settlement agreements, provided that a reciprocal release of the Debtors, the Reorganized Debtors, and each of their respective Related Persons in connection with said policies and settlement agreements is given in exchange by the insurer or other released insurance entity and further provided that any such release shall not encompass rights with respect to coverage for workers’ compensation claims or claims other than asbestos-related personal injury claims. The insurance policies providing coverage for asbestos-related personal injury claims that are addressed by any settlement referenced in the definition of OCD Insurance Escrow, by the Affiliated FM Settlement Agreement, or by the AIG Settlement Agreement shall be deemed to be encompassed by this definition of OC Asbestos Personal Injury Liability Insurance Assets and shall be deemed to be listed on Schedule XVI if and to the extent that the insurer party or parties to any such agreement becomes entitled to enforce and does enforce any right to reclaim funds deposited in the OCD Insurance Escrow pursuant to such settlement and/or to be excused from making payments into the OCD Insurance Escrow pursuant to such settlement.

1.204 “OC Asbestos Property Damage Claim” means any present or future right to payment, claim, remedy or liability against, or debt or obligation of, any OC Person, whether or not such right, claim, remedy, or liability is reduced to judgment, liquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, whether or not the facts or legal basis for such right, claim, remedy, liability, debt or obligation are known or unknown, under any theory of law, equity, admiralty, or otherwise for, relating to, or arising by reason of, directly or indirectly, damage to property, including, without limitation, diminution in the value thereof, or environmental damage or economic loss related thereto, caused or allegedly caused, directly or indirectly, in whole or in part by the presence in buildings or other systems or structures of asbestos or asbestos-containing products that were manufactured, installed, fabricated, sold, supplied, produced, distributed, released or in any way at any time marketed or disposed of by any OC Person, or for which any OC Person is liable due to the acts or omissions of any OC Person, including, without express or implied limitation, any right, claim, remedy, liability against, or debt or obligation for compensatory damages (such as proximate, consequential, general and special damages) and including punitive damages. OC Asbestos Property Damage Claims include OC Indirect Asbestos Property Damage Claims, but do not include FB Asbestos Property Damage Claims.

1.205 “OCD” means Owens Corning, a Delaware corporation.

1.206 “OCD/FB Settlement” means a global settlement of various issues and potential claims by and between Fibreboard, on the one hand, and OCD, on the other hand, pursuant to which, among other things, upon the Effective Date, (i) the FB Sub-Account Settlement Payment shall be made by OCD to the FB Sub-Account, (ii) the FB/OC Asbestos

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Settlement Payment shall be made to the FB Sub-Account from the distribution that would otherwise have been made to the OC Sub-Account, and (iii) the assets distributable to the FB Sub-Account shall be limited to those described in Section 3.4(d) below, and (iii) holders of Allowed Class B6 and B10 Claims shall be paid in full (excluding post-petition interest).

1.207 “OCD Asbestos Personal Injury Estimation Order” means that certain order entered by the District Court on March 31, 2005 (as supplemented on April 13, 2005) which estimated the total amount of contingent and unliquidated claims against OCD for personal injury caused by exposure to asbestos (including pending claims, future claims, and contract claims) to be $7,000,000,000.

1.208 “OCD Insurance Escrow” means the escrowed insurance proceeds received pursuant to the Allianz Settlement Agreement, the AXA Settlement Agreement, the Hartford Settlement Agreement, the Mt. McKinley Settlement Agreement and the Royal Settlement Agreement from certain of OCD’s solvent excess insurance carriers in connection with the settlements of disputes concerning coverage for asbestos-related personal injury claims, which are reflected in OC’s consolidated balance sheet as restricted assets, together with all accrued earnings thereon, an estimate of which as of the Effective Date shall be set forth on Schedule XII, as it may be amended up to ten (10) Business Days prior to the Objection Deadline.

1.209 “OCD Interests” means, collectively, all Existing OCD Common Stock, Existing OCD Preferred Stock and Existing OCD Options, together with any options, warrants, conversion rights, rights of first refusal or other rights, contractual, equitable or otherwise, to acquire or receive any Existing OCD Common Stock, Existing OCD Preferred Stock, Existing OCD Options or other capital stock in OCD, or any contract subscription, commitment or agreement pursuant to which any Person was or could have been entitled to receive any share of the capital stock of OCD, or any such option, warrant, conversion right, right of first refusal or other right (including, without limitation, any rights of any 401(k) plan or the interest of any participant therein), in each case issued or entered into by, or otherwise the obligation of, OCD or another Debtor. The OCD Interests shall, and shall be deemed to, include the rights of the holders of MIPS Claims and Interests, to the extent such rights may be classified as interests. For avoidance of doubt, the OCD Interests do not (and shall not be deemed to) include the Rights.

1.210 “OCD Restricted Cash” means the amount of administrative deposits made by OCD to the NSP Administrative Deposit Accounts (together with earnings therein) in respect of OC Asbestos Personal Injury Claims to facilitate claims processing under the NSP as of five (5) Business Days prior to the Effective Date.

1.211 “OCFBV Class A6-A Claim” means the Allowed, General Unsecured Claim of O.C. Funding B.V. against OCD approved by the Bankruptcy Court on June 23, 2004 in the amount of approximately $50,858,291.

1.212 “OCFBV Class A11 Claim” means the Allowed, Subordinated Claim of O.C. Funding B.V. against OCD approved by the Bankruptcy Court on June 23, 2004 in the amount of approximately $23,336,305.

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1.213 “OCFBV Settlement Agreement” means that certain Settlement Agreement and Stipulation, dated March 30, 2004, by and among OCD, O.C. Funding B.V., Goldman, Sachs & Co., Special Situations Investing Group, Inc. and WestLB AG, which was approved by the Bankruptcy Court on June 23, 2004.

1.214 “OCFT” means Owens-Corning Fiberglas Technology Inc., an Illinois corporation.

1.215 “OCHT” means Owens Corning HT, a Delaware corporation.

1.216 “OC Indirect Asbestos PI Trust Claim” means any present or future right to payment, claim, remedy, liability, or Demand against any OC Person, whether or not such right, claim, remedy, liability or Demand is reduced to judgment, liquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, whether or not the facts of or legal basis for such right, claim, remedy, liability, or Demand are known or unknown, under any theory of law, equity, admiralty, or otherwise, that is (i) asserted by (A) any Person (other than (I) an OC Person or (II) Related Persons of the Debtors or Reorganized Debtors entitled to indemnification pursuant to Section 7.5 of the Plan) who has been, is or may be a defendant in an action seeking damages for death, bodily injury or other personal damages (whether physical, emotional or otherwise), to the extent caused or allegedly caused, directly or indirectly, by the presence of, or exposure to asbestos or asbestos-containing products for which any OC Person may be legally liable, including, without limitation, the presence of, or exposure to, asbestos or asbestos-containing products that were manufactured, installed, fabricated, sold, supplied, produced, distributed, released, or in any way at any time marketed or disposed of by any OC Person, or (B) any assignee or transferee of such Person, and (ii) on account of alleged liability of any OC Person for reimbursement, contribution, subrogation or indemnification of any portion of any damages such Person has paid or may pay to the plaintiff in such action.

1.217 “OC Indirect Asbestos Property Damage Claim” means any present or future right to payment, claim, remedy or liability against, or debt or obligation of, any OC Person, whether or not such right, claim, remedy, or liability is reduced to judgment, liquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, whether or not the facts of or legal basis for such right, claim, remedy, liability, debt or obligation are known or unknown, under any theory of law, equity, admiralty, or otherwise that is (i) asserted by (a) any Person (other than (I) a OC Person or (II) a Related Person of the Debtors or Reorganized Debtors entitled to indemnification pursuant to Section 7.5 of the Plan) who has been, is, or may be a defendant in an action seeking damages for, relating to, or arising by reason of, directly or indirectly, damage to property, including without limitation, diminution in the value thereof, or environmental damage or economic loss related thereto, caused or allegedly caused, directly or indirectly, in whole or in part by the presence in buildings or other systems or structures of asbestos or asbestos-containing products that were manufactured, installed, fabricated, sold, supplied, produced, distributed, released or in any way at any time marketed or disposed of by any OC Person, or for which any OC Person is otherwise liable due to the acts or omissions of any OC Person or (b) any assignee or transferee of such Person, and (ii) on account of alleged liability of any OC Person for reimbursement, contribution, subrogation or indemnification of any portion of any damages such Person has paid or may pay to the plaintiff in such action.

1.218 “OC Overseas” means Owens-Corning Overseas Holdings Inc., a Delaware corporation.

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1.219 “OC Person” means each of (i) OCD and its direct or indirect Subsidiaries which are not FB Persons, (ii) the respective predecessors in interest of OCD and its direct or indirect Subsidiaries which are not FB Persons, but solely to the extent listed on Schedule VIII, to be filed no later than ten (10) Business Days prior to the Objection Deadline, (iii) the respective successors in interest of OCD and its direct or indirect Subsidiaries which are not FB Persons, but solely to the extent they either (a) are listed on Schedule VIII, or (b) are post-Effective Date successors in interest, (iv) OCD’s and its direct or indirect Subsidiaries’ respective Affiliates which are not FB Persons, but solely to the extent listed on Schedule VIII, and (v) the respective present and former employees, directors or officers of the Persons identified in clauses (i), (ii), (iii) and (iv), acting in such capacity.

1.220 “OC Remodeling” means Owens Corning Remodeling Systems, LLC, a Delaware limited liability company.

1.221 “OC Resolved Asbestos Personal Injury Claim” means an OC Asbestos Personal Injury Claim with respect to which and to the extent that (i) such Claim is eligible to be paid from NSP Administrative Deposit Accounts in respect of OC Asbestos Personal Injury Claims; and (ii) such Claim has been, or will be, paid from NSP Administrative Deposit Accounts in respect of OC Asbestos Personal Injury Claims in accordance with the Asbestos Personal Injury Trust documents or otherwise, upon the delivery by the holder of such Claim of an appropriate signed release to OCD and, at the direction of OCD which shall be deemed to have been provided hereby, to the Asbestos Personal Injury Trust. To the extent that a claim otherwise qualifies as an OC Resolved Asbestos Personal Injury Claim, but such funds are not available in NSP Administrative Deposit Accounts to pay such Claims in full, the attorney of record shall allocate such funds amongst qualifying clients Pro Rata, with any deficiency constituting an OC Asbestos Personal Injury Claim.

1.222 “OC Sub-Account” means the sub-account of the Asbestos Personal Injury Trust established for purposes of assuming any and all liabilities and responsibility for OC Asbestos Personal Injury Claims and making payments in respect of such Claims in accordance with the Plan and the Asbestos Personal Injury Trust Distribution Procedures.

1.223 “OC Sweden” means Owens-Corning Fiberglas Sweden Inc. and/or Owens-Corning (Sweden) AB, a corporation incorporated in Delaware and/or Sweden.

1.224 “Official Representatives” means the official representatives of the bondholders and trade creditors appointed on July 16, 2001, by the Bankruptcy Court order authorizing and approving the employment and retention of Anderson Kill & Olick, P.C. nunc pro tunc, from March 26, 2001, as special counsel to the bondholder and trade creditor constituencies of the Unsecured Creditors’ Committee.

1.225 “Other Priority Claims” means all Claims entitled to priority pursuant to Section 507(a) of the Bankruptcy Code other than DIP Facility Claims, Administrative Claims or Priority Tax Claims.

1.226 “Other Secured Claims” means all Claims secured by a valid Encumbrance in or on any of the Debtors’ property, which is not void or voidable under the Bankruptcy Code or any other applicable law, to the extent of the value of the Claim holder’s interest in the Debtors’ property, as determined pursuant to Section 506 of the Bankruptcy Code. Other Secured Claims do not include Other Secured Tax Claims.

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1.227 “Other Secured Tax Claims” means all Claims secured by a valid Encumbrance in or on any of the Debtors’ property, (i) which is not void or voidable under the Bankruptcy Code or any other applicable law, to the extent of the value of the Claim holder’s interest in the Debtors’ property, as determined pursuant to Section 506 of the Bankruptcy Code, and (ii) which absent such Claim’s secured status, would be entitled to priority in right of payment under Section 507(a)(8) of the Bankruptcy Code.

1.228 “Person” means an individual, corporation, partnership, association, joint stock company, joint venture, limited liability company, limited liability partnership, trust, estate, unincorporated organization or other entity, or any government, governmental agency or any subdivision, department or other instrumentality thereof.

1.229 “Petition Date” means October 5, 2000, the date of the Filing (or, in the event that any other Non-Debtor Subsidiary files a case under Chapter 11, the date on which such entity files its respective Chapter 11 case).

1.230 “Plan” means this Chapter 11 reorganization plan and all exhibits and schedules annexed hereto or referenced herein, as the same may be amended, modified or supplemented from time to time.

1.231 “Plan Proponents” means the Debtors, the Asbestos Claimants’ Committee, and the Future Claimants’ Representative, as proponents of the Plan.

1.232 “Plan Support Agreement” means that certain Plan Support Agreement dated as of May 10, 2006 (including all exhibits and attachments thereto, including the Settlement Term Sheet) by and among OCD (subject to the approval of the Bankruptcy Court), the Asbestos Claimants’ Committee, the Future Claimants’ Representative and certain Bondholders that are parties thereto and denominated as “Holders” thereunder. A true and correct copy of the Plan Support Agreement is appended to the Disclosure Statement as Appendix G.

1.233 “Pre-petition Bond Indentures” means all indentures relating to Pre-petition Bonds including but not limited to (i) the Indenture, dated as of May 5, 1997, between OCD and The Bank of New York, as trustee, pursuant to which OCD issued the $250 Million Notes, $400 Million Debenture and the $550 Million Term Notes; (ii) the Indenture, dated as of May 21, 1992, between OCD and The Bank of New York, as trustee, pursuant to which OCD issued the $300 Million High Coupon Debentures; and (iii) the Underwriting Agreement, dated as of November 15, 1985, between OCD, Dresdner Bank AG and the other banks listed therein, and the Agreement for the Listing, the Trusteeship and the Paying Agency, dated as of November 15, 1985, between OCD and Dresdner Bank AG, pursuant to which OCD issued the 130 Million DEM Bearer Bonds.

1.234 “Pre-petition Bonds” means, collectively, (i) all industrial revenue bonds issued prior to the Petition Date for which one or more of the Debtors is obligated; (ii) the $550 Million Term Notes, of which $300 million in aggregate principal amount was outstanding in the First Series as of the Petition Date and $250 million in aggregate principal amount was outstanding in the Second Series as of the Petition Date; (iii) the $400 Million Debentures, of which $400 million in aggregate principal amount was outstanding as of the Petition Date; (iv) the $250 Million Notes, of which $250 million in aggregate principal amount was outstanding as of the Petition Date; (v) the $300 Million High Coupon Debentures, consisting of the 8.875% Debentures, of which $40 million in

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aggregate principal amount was outstanding as of the Petition Date, and the 9.375% Debentures, of which $7 million in aggregate principal amount was outstanding as of the Petition Date; (vi) the 130 Million DEM Bearer Bonds, of which approximately $60 million in aggregate principal amount was outstanding as of the Petition Date; and (vii) OCD’s guarantee of the $150 Million Debentures, of which $42 million in aggregate principal amount was outstanding as of the Petition Date.

1.235 “Pre-petition Indenture Trustees” means collectively, the Persons serving from time to time as trustees or paying agents under the Pre-petition Bond Indentures, pursuant to the terms of the applicable Pre-Petition Bond Indentures.

1.236 “Priority Tax Claim” means an unsecured Claim asserted by a federal or state governmental authority for taxes specified in Section 507(a)(8) of the Bankruptcy Code.

1.237 “Pro Rata” means (i) when used with respect to the treatment of a Claim, the proportion that the Face Amount of a Claim in a particular Class bears to the aggregate Face Amount of all Claims (including Disputed Claims) in such Class, and (ii) when used with respect to the treatment of an Interest, the proportion that the Interests in a particular Class held by a particular holder bears to the aggregate amount of all Interests in such Class.

1.238 “Professional Services” means Integrex Professional Services LLC, a Delaware limited liability company.

1.239 “Proof of Claim” means the proof of claim that must be filed by a holder of a Claim by the date(s), if any, designated by the Bankruptcy Court as the last date(s) for filing proofs of claims or interests against the Debtors.

1.240 “Protected Party” means any of the following: (i) any Debtor and its Related Persons, but, with respect to Related Persons, solely to the extent set forth on Schedule X, as it may be amended up to ten (10) Business Days prior to the Objection Deadline; (ii) any Reorganized Debtor and its Related Persons, but, with respect to Related Persons, solely to the extent set forth on Schedule X; (iii) any Person that, pursuant to the Plan or after the Effective Date becomes a joint venture affiliated party of or direct or indirect transferee of, or successor to, any assets of any of the Debtors, the Reorganized Debtors, or the Asbestos Personal Injury Trust (but only to the extent that liability is asserted to exist by reason of such Person’s becoming or being such a transferee or successor); (iv) any Person that, pursuant to the Plan or after the Effective Date, makes a loan to any of the Reorganized Debtors or the Asbestos Personal Injury Trust or to a successor to, or transferee of, any assets of any of the Debtors, the Reorganized Debtors, or the Asbestos Personal Injury Trust, including, without limitation, any Person that makes a loan pursuant to the Exit Facility (but only to the extent that liability is asserted to exist by reason of such Person’s becoming or being such a lender or to the extent any pledge of assets made in connection with such a loan is sought to be upset or impaired); (v) any Person to the extent such Person is alleged to be directly or indirectly liable for the conduct of, Claims against, or Demands on any of the Debtors, the Reorganized Debtors, or the Asbestos Personal Injury Trust on account of Asbestos Personal Injury Claims by reason of one or more of the following: (a) such Person’s ownership of a financial interest in any of the Debtors or Reorganized Debtors, a past or present Affiliate of any of the Debtors or the Reorganized Debtors, or predecessor in interest of any of the Debtors or the Reorganized Debtors, but solely to the extent set forth on Schedule X, (b) such Person’s involvement in the management of any predecessor in interest of any of the

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Debtors or the Reorganized Debtors, but solely to the extent set forth on Schedule X, or (c) such Person’s service as an officer, director, or employee, or involvement in the management, of any of the Debtors, the Reorganized Debtors or any Interested Party; (vi) any past, present or future purchaser or other transferee of the assets or business, in whole or in part, or all of the outstanding capital stock, of any one or more of the Debtors, Reorganized Debtors, or past or present Affiliates of the Debtors or Reorganized Debtors, however effectuated, by operation of law or otherwise, and any Related Person of such purchaser or transferee, including, without limitation, such Persons set forth in Schedule VI, to be filed no later than ten (10) Business days prior to the Objection Deadline, but only to the extent that liability is asserted to exist by reason of such Person becoming or being such a purchaser, transferee or successor; (vii) the Hartford Entities, to the extent set forth in the Hartford Settlement Agreement, with respect to the liability for any Asbestos Personal Injury Claims or any Resolved Asbestos Personal Injury Claims that arise out of or in connection with the Hartford Policies; (viii) the Mt. McKinley Entities, to the extent set forth in the Mt. McKinley Settlement Agreement, with respect to the liability for any Asbestos Personal Injury Claims or any Resolved Asbestos Personal Injury Claims that arise out of or in connection with the Mt. McKinley Policies; (ix) the AXA Entities, to the extent set forth in the AXA Settlement Agreement, with respect to the liability for any Asbestos Personal Injury Claims or any Resolved Asbestos Personal Injury Claims that arise out of or in connection with the AXA Policies; (x) the Affiliated FM Entities, to the extent set forth in the Affiliated FM Settlement Agreement, with respect to the liability for any Asbestos Personal Injury Claims or any Resolved Asbestos Personal Injury Claims that arise out of or in connection with the Affiliated FM Policy; (xi) the AIG Company Entities, to the extent set forth in the AIG Companies Settlement Agreement, with respect to the liability for any Asbestos Personal Injury Claims or any Resolved Asbestos Personal Injury Claims that arise out of or in connection with the AIG Policies; (xii) the Allianz Entities, to the extent set forth in the Allianz Settlement Agreement, with respect to the liability for any Asbestos Personal Injury Claims or any Resolved Asbestos Personal Injury Claims that arise out of or in connection with the Allianz Policies; (xiii) the Royal Entities, to the extent set forth in the Royal Settlement Agreement, with respect to the liability for any Asbestos Personal Injury Claims or any Resolved Asbestos Personal Injury Claims that arise out of or in connection with the Royal Policies, provided that Royal Indemnity Company has timely made payment into the OCD Insurance Escrow and the Royal Settlement Agreement has been approved by the Bankruptcy Court; and (xiv) such other insurance companies, liquidators of insolvent insurance companies, and state guaranty associations, to the extent set forth in Schedule VII, to be filed no later than ten (10) Business Days prior to the Objection Deadline, and with respect to liability for any Asbestos Personal Injury Claims or any Resolved Asbestos Personal Injury Claims, but only if and to the extent that any such insurance company, liquidator, or guaranty association has entered into a settlement agreement with one or more of the Debtors with respect to liability for Asbestos Personal Injury Claims or Resolved Asbestos Personal Injury Claims prior to the Effective Date, or such later date to which the Plan Proponents may agree, and such agreement expressly provides either for the payment by any such Person of insurance or other proceeds to the Asbestos Personal Injury Trust, whether directly or indirectly, for the comprehensive release of such Person’s further liability for Asbestos Personal Injury Claims or Resolved Asbestos Personal Injury Claims or for such Person’s entitlement to the protection of the Asbestos Permanent Channeling Injunction in the Chapter 11 Cases as a Protected Party, provided further, for the avoidance of doubt, that no insurer or insurance-related entity shall be deemed a Protected Party to the extent that such insurer or entity either issued or has otherwise succeeded to responsibility for (as successor, liquidator, guaranty association, or otherwise) the policies listed in Schedule XVI.

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1.241 “Put Options” means those options granted to the Asbestos Personal Injury Trust to sell to the Backstop Providers (or such other Persons set forth in the Collar Agreements) the Reserved New OCD Shares at an exercise price of $25.00 per share, which options shall expire three (3) months after the date on which the Reserved New OCD Shares are delivered to the Asbestos Personal Injury Trust, as set forth in greater detail in the Collar Agreements attached hereto as Exhibit J.

1.242 “Quarterly Distribution Date” means the calendar quarters ending in March, June, September and December, on which dates the Reorganized Debtors shall make payments and distributions from the reserve established for Disputed Claims to each holder of a Disputed Claim that has become an Allowed Claim during the preceding calendar quarter.

1.243 “Record Date” means the first Business Day following the Confirmation Date.

1.244 “Reference Order” means the Order (i) Referring Certain Cases to the Bankruptcy Court and (ii) allocating responsibilities between the District Court and the Bankruptcy Court, entered by the District Court on December 10, 2001, as amended and modified by the Case Management Order entered December 24, 2002, and as it may be subsequently be modified or amended.

1.245 “Registration Rights Agreement” means either of the Investor Registration Rights Agreement or the Trust Registration Rights Agreement, and “Registration Rights Agreements”, collectively, means both of the Investor Registration Rights Agreement and the Trust Registration Rights Agreement.

1.246 “Reinstatement” means (i) leaving unaltered the legal, equitable, and contractual rights to which a Claim entitles the holder of such Claim so as to leave such Claim unimpaired in accordance with Section 1124 of the Bankruptcy Code or (ii) notwithstanding any contractual provision or applicable law that entitles the holder of such Claim to demand or receive accelerated payment of such Claim after the occurrence of a default (a) curing any such default that occurred before or after the Petition Date, other than a default of a kind specified in Section 365(b)(2) of the Bankruptcy Code; (b) reinstating the maturity of such Claim as such maturity existed before the default; (c) compensating the holder of such Claim for any damages incurred as a result of any reasonable reliance by such holder on such contractual provision or such applicable law; and (d) not otherwise altering the legal, equitable, or contractual rights to which such Claim entitles the holder of such Claim; provided, however, that any contractual right that does not pertain to the payment when due of principal and interest on the obligation on which such Claim is based, including, without limitation, financial coverage ratios, negative pledge covenants, covenants or restrictions on merger or consolidation, and affirmative covenants regarding corporate existence, prohibiting certain transactions or actions contemplated by the Plan, or conditioning such transactions or actions on certain factors, shall not be required to be reinstated in order to accomplish Reinstatement.

1.247 “Related Persons” means, with respect to any Person, such Person’s predecessors, successors and assigns (whether by operation of law or otherwise) and their respective present and former Affiliates and each of their respective present and former members,

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partners, equity-holders, officers, directors, employees, representatives, advisors, attorneys, agents and professionals, acting in such capacity, and any Person claiming by or through any of them.

1.248 “Released Actions” means any and all claims (including, without limitation, Claims), Avoidance Actions, obligations, suits, judgments, damages, debts, rights, remedies, causes of action and liabilities (including, without limitation, all claims or causes of action relating to successor liability or piercing the corporate veil) and all Interests and rights of an equity security holder, whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity or otherwise that are based in whole or part on any act, omission, transaction, event or other circumstance taking place or existing on or prior to the Effective Date in connection with or related to any of the Debtors, the Reorganized Debtors or their respective Estates, the Chapter 11 Cases or the Plan, the Disclosure Statement, the Plan Support Agreement, the Trust Registration Rights Agreement, the Collar Agreements, or any of the Rights Offering Documents (including, without limitation, any of the Subscription Documents), except for (i) the Avoidance Actions, if any, listed on Schedule XIV, as determined by the Plan Proponents, (ii) the Material Rights of Action (with the sole exception of those Material Rights of Action listed on Schedule XIII, to be filed no later than ten (10) Business Days prior to the Objection Deadline), (iii) the Commercial Claims, and (iv) Asbestos Personal Injury Claims. Without limiting the foregoing, Released Actions shall include, and shall be deemed to include, the release of all Claims, obligations, suits, judgments, damages, debts, rights, remedies, causes of action and liabilities against the Debtors and the Non-Debtor Subsidiaries arising from the 1997 Credit Agreement or the guarantees of the obligations under the 1997 Credit Agreement.

1.249 “Released Parties” means (i) the Unsecured Creditors’ Committee and its present and former members, representatives, advisors, attorneys, agents and professionals, acting in such capacity, (ii) the Asbestos Claimants’ Committee and its present and former members, representatives, advisors, attorneys, agents and professionals, acting in such capacity, (iii) the Future Claimants’ Representative and his present and former representatives, advisors, attorneys, agents and professionals, acting in such capacity, (iv) the respective Related Persons of the Debtors and the Reorganized Debtors and their respective Estates as of the Petition Date and thereafter, (v) the present and former officers and directors of the Debtors and Reorganized Debtors, (vi) the Investor and its affiliates and their respective present and former representatives, attorneys, agents and professionals, acting solely in such capacity, (vii) the Backstop Providers and their affiliates and their respective present and former representatives, attorneys, agents and professionals, acting solely in such capacity, (viii) the Ad Hoc Bondholders’ Committee and its present and former representatives, attorneys, agents and professionals, acting solely in such capacity, and (ix) the Ad Hoc Equity Holders’ Committee and its present and former representatives, attorneys, agents and professionals, acting solely in such capacity; except in each case for the Persons listed on Schedule III, as it may be amended, modified or supplemented up to ten (10) Business Days prior to the Objection Deadline, against which Claims, obligations, suits, judgments, damages, Demands, debts, rights, remedies, causes of action, liabilities, Interests and other rights of an equity security holder shall not be released under the Plan.

1.250 “Reorganized Debtors” means, collectively, Reorganized OCD and the Reorganized Subsidiary Debtors.

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1.251 “Reorganized Integrex” means reorganized Integrex, on and after the Effective Date.

1.252 “Reorganized OCD” means reorganized OCD, its successor or its successor issuer under Section 12(b) of the Securities Exchange Act of 1934, on and after the Effective Date.

1.253 “Reorganized OCD Board” means the board of directors of Reorganized OCD, as more specifically set forth in Section 5.16(a) of the Plan.

1.254 “Reorganized Subsidiary Debtors” means the reorganized Subsidiary Debtors and their respective successors, on and after the Effective Date.

1.255 “Reserved Class A6-A Aggregate Amount” means, in the event Class A5 and Class A6-A both accept the Plan, that portion of the Class A6-A Aggregate Distribution not distributed on the Initial Distribution Date to holders of Allowed Claims in Class A6-A as of the Effective Date, the aggregate amount of which shall, as of the Effective Date, be equal to the Class A6-A Aggregate Distribution multiplied by a fraction, the numerator of which is the aggregate amount of all Disputed Claims in Class A6-A as of the Effective Date, and the denominator of which is the aggregate amount of all Allowed Claims and Disputed Claims in Class A6-A as of the Effective Date.

1.256 “Reserved Class A6-B Aggregate Amount” means, in the event Class A5 and Class A6-B both accept the Plan, that portion of the Class A6-B Aggregate Distribution not distributed on the Initial Distribution Date to holders of Allowed Claims in Class A6-B as of the Effective Date, the aggregate amount of which shall, as of the Effective Date, be equal to the Class A6-B Aggregate Distribution multiplied by a fraction, the numerator of which is the aggregate amount of all Disputed Claims in Class A6-B as of the Effective Date, and the denominator of which is the aggregate amount of all Allowed Claims and Disputed Claims in Class A6-B as of the Effective Date.

1.257 “Reserved New OCD Shares” means 28.2 million shares of New OCD Common Stock, which, as of the Effective Date, shall be reserved and held in treasury for future issuance and (x) in the event Class A5 accepts the Plan, may be distributed to the OC Sub-Account of the Asbestos Personal Injury Trust pending the outcome of the FAIR Act as provided in Section 3.24 hereof, or (y) in the event Class A5 rejects the Plan, shall be distributed to the OC Sub-Account of the Asbestos Personal Injury Trust between January 1, 2007 and January 8, 2007 pursuant to the terms hereof. The Reserved New OCD Shares shall be subject to the Call Options and Put Options as provided in the Collar Agreements and Section 5.10(a) hereof.

1.258 “Reserved OCD Distribution Amount” means an amount of Cash equal to the Combined OCD Distribution Package Value multiplied by a fraction, the numerator of which is: (x) in the event Class A6-A and Class A6-B both reject the Plan, the aggregate amount of all Disputed Claims in Classes A6-A and A6-B as of the Effective Date; (y) in the event Class A6-A accepts the Plan and Class A6-B rejects the Plan, the aggregate amount of all Disputed Claims in Class A6-B as of the Effective Date; or (z) in the event Class A6-B accepts the Plan and Class A6-A rejects the Plan, the aggregate amount of all Disputed Claims in Class A6-A as of the Effective Date; and the denominator of which is the sum of (i) the aggregate amount of all Allowed Claims in Classes A5, A6-A, A6-B and A11, (ii) the Class A7 Aggregate Amount, and (iii) the aggregate amount of all Disputed Claims in Classes A6-A and A6-B, in each case as of the Effective Date.

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1.259 “Reserved OCD Distribution Package” means that portion of the Combined OCD Distribution Package not distributed on the Initial Distribution Date to the OC Sub-Account on account of the Class A7 Aggregate Amount and holders of Allowed Claims in Classes A5, A6-A and A6-B as of the Effective Date, the aggregate value of which portion shall, as of the Effective Date, be equal to the Combined OCD Distribution Package multiplied by a fraction, the numerator of which is the aggregate amount of all Disputed Claims in Classes A6-A and A6-B as of the Effective Date, and the denominator of which is the sum of (i) the aggregate amount of all Allowed Claims in Classes A5, A6-A, A6-B and A11, (ii) the Class A7 Aggregate Amount, and (iii) the aggregate amount of all Disputed Claims in Classes A6-A and A6-B, in each case as of the Effective Date.

1.260 “Resolved Asbestos Personal Injury Claims” means OC Resolved Asbestos Personal Injury Claims and FB Resolved Asbestos Personal Injury Claims.

1.261 “Restricted Cash” means, collectively, OCD Restricted Cash and FB Restricted Cash.

1.262 “Restructuring Transactions” means those transactions or other actions (including without limitation, mergers, consolidations, joint ventures, restructures, dispositions, offerings, liquidations, or dissolutions) that one or more of the applicable Debtors or Reorganized Debtors may enter into on, prior to, or after the Effective Date outside the ordinary course of business of such Reorganized Debtors in accordance with Section 5.6 hereof, including, without limitation, actions to effect a corporate restructuring of their respective businesses, to realign the overall corporate structure of the Reorganized Debtors and their Affiliates or to reincorporate certain of the Subsidiary Debtors under the laws of jurisdictions other than the laws of which the applicable Subsidiary Debtors are presently incorporated. The Restructuring Transactions shall be acceptable to the Debtors and the other Plan Proponents.

1.263 “Rights” means the rights of the holders of Eligible Class A5 Claims, Class A6-A Claims and Class A6-B Claims to purchase their Pro Rata portion of the Rights Offering Shares in connection with the Rights Offering pursuant to the Subscription Documents.

1.264 “Rights Offering” means that certain rights offering whereby the holders of Eligible Class A5 Claims, Class A6-A Claims and Class A6-B Claims shall be offered the opportunity to subscribe for the Rights Offering Shares pursuant to the terms of the Equity Commitment Agreement and the Subscription Documents.

1.265 “Rights Offering Account” means a trust account, escrow account, treasury account or similar segregated account or accounts which shall be in form and substance satisfactory to the Debtors and the other Plan Proponents and which shall be separate and apart from the Debtors’ general operating funds and any other funds subject to any cash collateral arrangements, and which segregated account or accounts shall bear simple interest and be maintained for the purpose of holding the Rights Offering Purchase Price Proceeds until the Effective Date, or such other later date, at the option of the Reorganized Debtors and the other Plan Proponents, in accordance with the terms of the Equity Commitment Agreement and Section 5.8(d) of the Plan.

1.266 “Rights Offering Amount” means $2.187 billion, which is equal to the aggregate purchase price for the Rights Offering Shares at $30.00 per share.

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1.267 “Rights Offering Documents” means the Investor Registration Rights Agreement and any and all documents executed and/or delivered in connection with the Rights Offering, including, without limitation, the Equity Commitment Agreement, the Syndication Agreement and the Subscription Documents.

1.268 “Rights Offering Purchase Price Proceeds” means the cash proceeds of the payment of each “Purchase Price” as defined in the Equity Commitment Agreement pursuant to the Rights Offering.

1.269 “Rights Offering Record Date” means the “Voting Record Date” as such term is defined in the Order: (1) Establishing Procedures For Solicitation And Tabulation Of Votes To Accept Or Reject Joint Plan Of Reorganization; (2) Approving Forms Of Ballots; (3) Approving Form of Notices; And (4) Establishing Record Date For Voting Purposes Only.

1.270 “Rights Offering Shares” means those 72,900,000 shares of New OCD Common Stock to be offered pursuant to the Rights Offering.

1.271 “Royal Entities” means Royal Indemnity Company and (a) all of its predecessors, successors, assigns, subsidiaries, affiliates, holding companies (if any), parent companies (if any), merged companies and acquired companies, and (b) all of the respective employees, officials, agents, attorneys, representatives, officers, and directors, in their capacity as such, of the entities encompassed by clause (a).

1.272 “Royal Policies” means the following policies issued to OCD by Royal Indemnity Company:

Policy Period	Policy Number
December 10, 1982 to September 1, 1983	ED 101856
September 1, 1983 to September 1, 1984	ED 102134
September 1, 1983 to September 1, 1984	ED 102135

1.273 “Royal Settlement Agreement” means the settlement agreement between OCD and Royal Indemnity Company, with an effective date of May 23, 2006, and which will become fully effective only upon approval by the Bankruptcy Court.

1.274 “Senior Indebtedness Claim” means any Claim against OCD that: (1) arises for borrowed money, securities sold, funds provided, assets or services purchased or any other transaction whether or not in the ordinary course of business and which is evidenced by a promissory note, bond, debenture, writing or other instrument of indebtedness or reflected on the accounting records of the Debtors as a payable (but expressly excluding (A) amounts owed for compensation to employees, (B) obligations owing under judgments arising out of obligations that are not indebtedness for borrowed money (other than any such obligations arising from obligations which are otherwise Senior Indebtedness), (C) any indebtedness which by the terms of the instrument creating or evidencing the same is not superior in right of payment to or is junior in right of payment to the MIPS Claims and Interests, (D) any liability for federal, state, local or

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other taxes owed or owing by the Company, (E) any liability in respect of any employee benefit plan (including, without limitation, any liability to the Pension Benefit Guaranty Corporation or any successor thereto) and (F) indebtedness or obligations to a Subsidiary of the Debtors); (2) is owed with respect to any lease, conditional sale or installment sale agreement or other financing instrument or agreement which in accordance with generally accepted accounting principles is, at the time the lease, conditional sale or installment sale agreement or other financing instrument or agreement is entered into, assumed or guaranteed, directly or indirectly, by one or more of the Debtors, required to be reflected as a liability on the face of the balance sheet of the Debtors; (3) is for principal of and interest on any loan and other extension of credit under any lines of credit, revolving credit agreements or promissory notes from a bank or other financial institution (including ,without limitation, any letters of credit, bankers’ acceptances, performance bonds and other credit facilities under such borrowing arrangements) and all fees, expenses, reimbursements, indemnities, premiums and other amounts payable under such borrowing arrangements; (4) is for any amounts payable in respect of any interest rate exchange agreement, ceiling rate agreement, currency exchange agreement or similar agreement; and (5) is a renewal, deferral, amendment, modification, supplement, extension, or refunding of any of the indebtedness described in clauses (1) through (5), inclusive, or evidences of indebtedness issued in exchange for such Senior Indebtedness. For the avoidance of doubt, Senior Indebtedness shall include the Allowed Claims of Special Situations Investing Group, Inc. and WestLB against OCD in the amounts of $20,387,333 and $10,135,236, respectively, as provided under the OCFBV Settlement Agreement. Without limitation, Senior Indebtedness shall not include any: (a) Environmental Claim; (b) OC Asbestos Property Damage Claim; (c) FB Asbestos Property Damage Claim; (d) OC Asbestos Personal Injury Claim; (e) FB Asbestos Personal Injury Claim; (f) non-asbestos tort Claim; (g) Claim of any present or former employee of the Debtors for compensation; (h) Claim for on account of any tax; and (i) Claim with respect to any employee benefit plan, including without limitation any Claim of the Pension Benefit Guaranty Corporation.

1.275 “Senior Indebtedness Final Distribution Percentage” means the percentage determined, as of the Final Distribution Date, by dividing the total amount of the Allowed OCFBV Class A11 Claim and the Allowed MIPS Claims and Interests in Class A11 by the sum of (i) the aggregate amount of all Allowed Claims in Classes A5, A6-A, A6-B and A11 and (ii) the Class A7 Aggregate Amount.

1.276 “Senior Indebtedness Initial Distribution Percentage” means the percentage determined, as of the Effective Date, by dividing the total amount of the Allowed OCFBV Class A11 Claim and the Allowed MIPS Claims and Interests in Class A11 by the sum of (i) the aggregate amount of all Allowed Claims in Classes A5, A6-A, A6-B and A11, (ii) the Class A7 Aggregate Amount, and (iii) the aggregate amount of all Disputed Claims in Classes A6-A and A6-B, in each case as of the Effective Date.

1.277 “Senior Notes” means such unsubordinated obligations for the payment of money as any of the Reorganized Debtors may issue or incur on or about the Effective Date in connection with the Plan, the principal terms and conditions of which are summarized in Exhibit G, as it may be amended up to ten (10) Business days prior to the Objection Deadline.

1.278 “Settlement Term Sheet” means that certain Settlement Term Sheet, dated as of April 28, 2006, by and among the Debtors (subject to the approval of the Bankruptcy Court),

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the Asbestos Claimants’ Committee, the Future Claimants’ Representative, the Official Representatives, the Ad Hoc Equity Holders’ Committee and the Ad Hoc Bondholders’ Committee. A true and correct copy of the Settlement Term Sheet is attached as an exhibit to the Plan Support Agreement, which is appended to the Disclosure Statement as Appendix G.

1.279 “SOFAS” means the Schedules and Statements of Financial Affairs filed in the Chapter 11 Cases by OCD and each of the Subsidiary Debtors, as amended from time to time.

1.280 “Soltech” means Soltech, Inc., a Kentucky corporation.

1.281 “Standard Combination” means, with respect to certain distributions that may be made under the Plan, a combination of approximately 14% Cash and 86% New OCD Common Stock; provided, however, that such respective percentages may be modified in Schedule XII, as it may be amended up to ten (10) Business Days prior to the Objection Deadline.

1.282 “Subordinated Claims” means the Claims or Interests (in the event that a Claim might be characterized as an Interest) of any Person who has entered into a subordination or other agreement that is enforceable under applicable bankruptcy or non-bankruptcy law and which subordinates such Claims or Interests to any holders of Claims who will not be paid in full on account of such holders’ Allowed Claims under the Plan; provided, however, that, such term shall include the MIPS Claims and Interests and the OCFBV Class A11 Claims.

1.283 “Subscription Agent” means the entity or entities reasonably satisfactory to the Investor and the Plan Proponents engaged by the Debtors to administer the Rights Offering in accordance with the Subscription Documents.

1.284 “Subscription Agreement” means that certain Subscription Form of Acceptance to be executed by each subscribing holder of an Eligible Class A5, Class A6-A or Class A6-B Claim in connection with its purchase of Rights Offering Shares pursuant to the Rights Offering and delivered by such subscribing holder to the Subscription Agent on or before the Subscription Expiration Time. A true and correct copy of the form of the Subscription Agreement, in form and substance reasonably satisfactory to the Debtors, the other Plan Proponents and the Investor, shall be filed as Appendix      to the Disclosure Statement no later than five (5) Business Days prior to the Disclosure Statement Hearing.

1.285 “Subscription Commencement Date” means the date on which the Subscription Documents (together with the Ballots) shall be distributed to holders of Eligible Class A5 Claims, Class A6-A Claims and Class A6-B Claims.

1.286 “Subscription Documents” means the Subscription Agreement, along with the instructions attached to the Subscription Agreement, and any other documents or agreements executed or delivered in connection therewith, each of which shall be in form and substance reasonably satisfactory to the Debtors, the other Plan Proponents and the Investor.

1.287 “Subscription Expiration Time” means 5:00 p.m. New York City time on the 20th calendar day (or if such day is not a Business Day, the next Business Day) after the Subscription Commencement Date, or such later date as OCD, subject to the approval of

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the Investor (which shall not be unreasonably withheld) and the reasonable consent of the other Plan Proponents, may specify in a notice provided to the Investor before 9:00 a.m. New York City time on the Business Day before the then-effective expiration time.

1.288 “Subscription Price” means $30.00 per share of New OCD Common Stock.

1.289 “Subsidiary” means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the total voting power of shares of stock (or equivalent ownership or controlling interest) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more other Persons controlled by such Person or a combination thereof.

1.290 “Subsidiary Debtors” means the direct and indirect Subsidiaries of OCD that are set forth in Schedule I hereto and such other Subsidiaries of OCD as may file for protection under Chapter 11 of the Bankruptcy Code subsequent to the date hereof and prior to the Confirmation Date.

1.291 “Subsidiary Interests” means, (i) collectively, the issued and outstanding ownership interests in the Subsidiary Debtors, together with any options, warrants, conversion rights, rights of first refusal or other rights, contractual, equitable or otherwise, to acquire or receive any ownership interests in the Subsidiary Debtors, or any contract subscription, commitment or agreement pursuant to which any Person was or could have been entitled to receive any share of any ownership interests in the Subsidiary Debtors, or any such option, warrant, conversion right, right of first refusal or other right (including, without limitation, any rights of any 401(k) plan or the interest of any participant therein), in each case issued or entered into by, or otherwise the obligation of, the applicable Subsidiary Debtor, and, in each case owned beneficially and of record, directly or indirectly, by OCD; and (ii) the Integrex Minority Interests.

1.292 “Supplemental Excess Available Cash” means the Senior Indebtedness Final Distribution Percentage of the Excess Available Cash, if any.

1.293 “Supplemental Excess New OCD Common Stock” means the Senior Indebtedness Final Distribution Percentage of the aggregate number of shares of Excess New OCD Common Stock, if any.

1.294 “Supply Chain Solutions” means Integrex Supply Chain Solutions LLC, a Delaware limited liability company.

1.295 “Syndication Agreement” means that certain Syndication Agreement by and between the Investor and the Backstop Providers, dated as of May 10, 2006.

1.296 “TAC” means the Trustees’ Advisory Committee established under the Asbestos Personal Injury Trust Agreement.

1.297 “Testing Systems” means Integrex Testing Systems LLC, a Delaware limited liability company.

1.298 “Total [Entity] Distributable Value” means, with respect to each Debtor other than Falcon Foam, Fibreboard, IPM, OCD and Ventures, the sum of (i) the enterprise value

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allocated to such Debtor as of the Effective Date, (ii) the Available Cash held by such Debtor as of the Effective Date, and (iii) any value credited to such Debtor, if any, as of the Effective Date on account of Intercompany Claims against other Debtors.

1.299 “Total Enterprise Value” means the estimated going concern value of the Debtors and the Non-Debtor Subsidiaries as a whole as of the Effective Date and shall include the present value of cash flows related to the utilization of net operating loss carry forwards available to the Reorganized Debtors as of the Effective Date; provided, however, that an estimate of such value as of the Effective Date shall be set forth in Schedule XII, as it may be amended up to ten (10) Business Days prior to the Objection Deadline.

1.300 “Total Falcon Foam Distributable Value” means the sum of (i) the portion of the Total Enterprise Value allocated to Falcon Foam (excluding any equity value of Falcon Foam subsidiaries) as of the Effective Date, (ii) the Available Cash held by Falcon Foam as of the Effective Date, (iii) amounts credited to Falcon Foam, if any, on account of Intercompany Claims against other Debtors, as of the Effective Date, and (iv) the value retained by Falcon Foam, if any, as of the Effective Date on account of the Integrex Interests.

1.301 “Total FB Distributable Value” means the sum of (i) the portion of the Total Enterprise Value allocated to Fibreboard (excluding any equity value of Fibreboard subsidiaries) as of the Effective Date, (ii) the Available Cash held by Fibreboard as of the Effective Date, (iii) amounts credited to Fibreboard, if any, on account of Intercompany Claims against other Debtors as of the Effective Date, excluding the amount of the FB Sub-Account Settlement Payment and the FB/OC Asbestos Settlement Payment (both of which shall be distributed to the FB Sub-Account, as described herein), and (iv) the value retained by Fibreboard, if any, on account of the ESI Interests and the Vytec Interests as of the Effective Date; provided, however, that such value shall not include amounts in the Fibreboard Insurance Settlement Trust and the Committed Claims Account.

1.302 “Total IPM Distributable Value” means the sum of (i) the portion of the Total Enterprise Value allocated to IPM (excluding any equity value of IPM subsidiaries) as of the Effective Date, (ii) the Available Cash held by IPM as of the Effective Date, (iii) amounts credited to IPM, if any, on account of Intercompany Claims against other Debtors, as of the Effective Date, and (iv) the value retained by IPM, if any, as of the Effective Date on account of its interests in its subsidiaries and joint ventures, including, without limitation, the OC Sweden Interests.

1.303 “Total OCD Distributable Value” means the sum of (i) the portion of the Total Enterprise Value allocated to OCD (excluding any equity value of OCD subsidiaries) as of the Effective Date, (ii) the Available Cash held by OCD as of the Effective Date, (iii) amounts credited to OCD, if any, on account of Intercompany Claims against other Debtors, as of the Effective Date, and (iv) the value retained by OCD, if any, as of the Effective Date on account of its interests in its subsidiaries, including, without limitation, the IPM Interests, the OCFT Interests, the Soltech Interests, and the Falcon Foam Interests.

1.304 “Total Ventures Distributable Value” means the sum of (i) the portion of the Total Enterprise Value allocated to Ventures (excluding any equity value of Ventures subsidiaries) as of the Effective Date, (ii) the Available Cash held by Ventures as of the Effective Date, (iii) amounts credited to Ventures, if any, on account of Intercompany

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Claims against other Debtors, as of the Effective Date, and (iv) the value retained by Ventures, if any, as of the Effective Date on account of its Interests in Professional Services, HOMExperts, Testing Systems and the Supply Chain Solutions.

1.305 “Trigger Date” means the date that is ten (10) days after the conclusion of the 109th Congress.

1.306 “Trust Promissory Note” means a promissory note to be issued by Reorganized OCD to the Asbestos Personal Injury Trust in the event Class A5 rejects the Plan, which shall be in a principal amount equal to the sum of (A) the Cash component of that portion of the Combined OCD Distribution Package equal to the product of (x) the Class A7 Initial Distribution Percentage and (y) the Combined OCD Distribution Package plus (B) $2.1 billion, less $1.25 billion. The Trust Promissory Note shall be payable no later than January 8, 2007, shall bear simple interest from the Effective Date until the payment date at the rate of seven percent (7%) per annum, shall be in form and substance satisfactory to the Debtors and the other Plan Proponents, and shall be substantially in the form set forth on Exhibit N, to be filed no later than ten (10) Business Days prior to the Objection Deadline.

1.307 “Trust Registration Rights Agreement” means that certain registration rights agreement by and between Reorganized OCD and the Asbestos Personal Injury Trust, which agreement shall be in the form of Exhibit P-2 hereto.

1.308 “Trust Stock Pledge” means the pledge by Reorganized OCD of fifty-one percent (51%) of the voting stock of one or more of its subsidiaries to secure its obligations to the Asbestos Personal Injury Trust (i) under the Contingent Note or the Trust Promissory Note, as may be applicable, and (ii) with respect to the issuance and delivery of the Reserved New OCD Shares as provided herein, which pledge shall be in form and substance satisfactory to the Debtors and the other Plan Proponents. The principal terms and conditions of the Trust Stock Pledge shall be set forth on Exhibit Q, to be filed no later than ten (10) Business Days prior to the Objection Deadline.

1.309 “Unclassified Claims” means the DIP Facility Claims, Administrative Claims and Priority Tax Claims, collectively.

1.310 “Unimpaired” means, when used with reference to a Claim, Class or Interest, a Claim, Class or Interest that is not impaired within the meaning of Section 1124 of the Bankruptcy Code.

1.311 “Unpaid FB Resolved Asbestos Personal Injury Claim” means an FB Asbestos Personal Injury Claim (i) which is eligible to be paid from NSP Administrative Deposit Accounts in respect of FB Asbestos Personal Injury Claims; and (ii) to the extent such Claim has not been, and will not be, paid from the NSP Administrative Deposit Accounts.

1.312 “Unpaid OC Resolved Asbestos Personal Injury Claim” means an OC Asbestos Personal Injury Claim (i) which is eligible to be paid from NSP Administrative Deposit Accounts in respect of OC Asbestos Personal Injury Claims; and (ii) to the extent such Claim has not been, and will not be, paid from the NSP Administrative Deposit Accounts.

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1.313 “Unsecured Creditors’ Committee” means the official creditors’ committee representing general unsecured creditors, which was appointed pursuant to Section 1102(a) of the Bankruptcy Code by the United States Trustee for the District of Delaware on October 23, 2000 and which includes the unofficial sub-committee representing the Bank Holders and the unofficial sub-committee representing the Bondholders and trade creditors, each of which sub-committees is represented by separate counsel and financial advisors.

1.314 “Unsubscribed Shares” means a number of shares of New OCD Common Stock equal to the number of Rights Offering Shares which are not properly subscribed for pursuant to the Rights Offering on or before the Subscription Expiration Time, which the Investor shall purchase in cash pursuant to the Equity Commitment Agreement, at a purchase price per share equal to the Subscription Price.

1.315 “Ventures” means Integrex Ventures LLC, a Delaware limited liability company.

1.316 “Voting Deadline” means the date set forth in the Voting Procedures Order by which a creditor or interest holder must deliver a ballot voting to accept or reject the Plan.

1.317 “Voting Procedures” means the detailed instructions and procedures relating to the solicitation of votes with respect to the Plan.

1.318 “Voting Procedures Order” means the order of the Bankruptcy Court or District Court approving the Voting Procedures.

1.319 “Vytec” means Vytec Corporation, a Canadian corporation.

1.320 “Wellington Agreement” means that certain Agreement Concerning Asbestos-Related Claims dated as of June 19, 1985.

C. Rules of Interpretation

For purposes of the Plan (i) any reference in the Plan to a contract, instrument, release, indenture or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (ii) any reference in the Plan to an existing document or exhibit filed or to be filed means such document or exhibit as it may have been or may be amended, modified or supplemented; (iii) unless otherwise specified, all references in the Plan to sections, articles, schedules and exhibits are references to sections, articles, schedules and exhibits of or to the Plan; (iv) the words “herein” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (v) captions and headings to articles and sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; and (vi) the rules of construction set forth in Section 102 of the Bankruptcy Code and in the Bankruptcy Rules shall apply.

D. Computation of Time

In computing any period of time prescribed or allowed by the Plan, the provisions of Federal Rule of Bankruptcy Procedure 9006(a) shall apply.

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E. Governing Law

Unless the application of a specific rule of law or procedure is required by federal law (including the Bankruptcy Code and the Bankruptcy Rules), or is otherwise expressly provided for, (i) the laws of the State of Delaware shall govern the construction and implementation of the Plan and any agreements, documents and instruments executed in connection with the Plan (unless such agreement, document or instrument shall specify another state’s law) and (ii) the laws of the state of incorporation of each Debtor and Reorganized Debtor shall govern corporate governance matters with respect to such Debtor or Reorganized Debtor, in each case without giving effect to the principles of conflicts of law thereof.

ARTICLE II

CLASSIFICATION OF CLAIMS AND INTERESTS

2.1 Introduction

Pursuant to Sections 1122 and 1123 of the Bankruptcy Code, Claims and Interests are classified for all purposes, including, without express or implied limitation, voting, confirmation and distribution pursuant to the Plan, as set forth herein below. A Claim or Interest shall be deemed classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class, and shall be deemed classified in a different Class to the extent that any remainder of such Claim or Interest qualifies within the description of such different Class. A Claim or Interest is in a particular Class only to the extent that such Claim or Interest is Allowed in that Class and has not been paid, released or otherwise settled prior to the Effective Date.

ALLOWED CLAIMS HELD AGAINST ONE DEBTOR SHALL BE SATISFIED SOLELY FROM THAT PORTION OF THE NEW OCD COMMON STOCK, CASH AND/OR OTHER ASSETS TO BE DISTRIBUTED ON ACCOUNT OF THE VALUE ATTRIBUTABLE TO SUCH DEBTOR AND ITS ESTATE, PROVIDED THAT, TO THE EXTENT OF ANY INSUFFICIENCY, FUNDS MAY BE ADVANCED TO THE RELEVANT DEBTORS BY THE ESTATE OF OCD. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NOTHING IN THE PLAN OR THE DISCLOSURE STATEMENT SHALL CONSTITUTE OR BE DEEMED TO CONSTITUTE AN ADMISSION THAT ANY ONE OF THE DEBTORS IS SUBJECT TO OR LIABLE FOR ANY CLAIM AGAINST ANY OTHER DEBTOR. A CLAIM AGAINST MULTIPLE DEBTORS, TO THE EXTENT ALLOWED IN EACH DEBTOR’S CASE, SHALL BE TREATED AS A SEPARATE CLAIM AGAINST EACH DEBTOR’S ESTATE FOR ALL PURPOSES (INCLUDING, BUT NOT LIMITED TO, VOTING AND DISTRIBUTION, PROVIDED, HOWEVER, THAT NO HOLDER SHALL BE ENTITLED TO RECEIVE MORE THAN PAYMENT IN FULL OF ITS ALLOWED CLAIM (PLUS POSTPETITION INTEREST, IF AND TO THE EXTENT PROVIDED IN THIS PLAN)), AND SUCH CLAIMS SHALL BE ADMINISTERED AND TREATED IN THE MANNER PROVIDED IN THE PLAN.

In accordance with Section 1123(a)(1) of the Bankruptcy Code, DIP Facility Claims, Administrative Claims and Priority Tax Claims have not been classified, and the respective treatment of such Unclassified Claims is set forth in Section 3.1 of the Plan.

2.2 Owens Corning (Classes A1 through A12)

(a) Class A1: OCD Other Priority Claims

Class A1 consists of all Other Priority Claims against OCD.

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(b) Class A2-A: OCD Other Secured Tax Claims

Class A2-A consists of all Other Secured Tax Claims against OCD.

(c) Class A2-B: OCD Other Secured Claims

Class A2-B consists of all Other Secured Claims against OCD.

(d) Class A3: OCD Convenience Claims

Class A3 consists of all Convenience Claims against OCD.

(e) Class A4: OCD Bank Holders Claims

Class A4 consists of all Bank Holders Claims against OCD.

(f) Class A5: OCD Bondholders Claims

Class A5 consists of all Bondholders Claims against OCD.

(g) Class A6-A: OCD General Unsecured Claims

Class A6-A consists of all General Unsecured Claims against OCD.

(h) Class A6-B: OCD General Unsecured/Senior Indebtedness Claims

Class A6-B consists of all OCD General Unsecured/Senior Indebtedness Claims.

(i) Class A7: OC Asbestos Personal Injury Claims

Class A7 consists of all OC Asbestos Personal Injury Claims.

(j) Class A10: OCD Intercompany Claims

Class A10 consists of all Intercompany Claims against OCD other than the MIPS Claims and Interests, the OCFBV Class A6-A Claim and the OCFBV Class A11 Claim.

(k) Class A11: OCD Subordinated Claims

Class A11 consists of all Subordinated Claims against OCD.

(l) Class A12-A: Existing OCD Common Stock

Class A12-A consists of all Existing OCD Common Stock.

(m) Class A12-B: OCD Interests Other than Existing OCD Common Stock

Class A12-B consists of all OCD Interests other than Existing OCD Common Stock.

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2.3 Fibreboard Corporation (Classes B1 through B12)

(a) Class B1: Fibreboard Other Priority Claims

Class B1 consists of all Other Priority Claims against Fibreboard.

(b) Class B2-A: Fibreboard Other Secured Tax Claims

Class B2-A consists of all Other Secured Tax Claims against Fibreboard.

(c) Class B2-B: Fibreboard Other Secured Claims

Class B2-B consists of all Other Secured Claims against Fibreboard.

(d) Class B3: Fibreboard Convenience Claims

Class B3 consists of all Convenience Claims against Fibreboard.

(e) Class B4: Fibreboard Bank Holders Claims

Class B4 consists of all Bank Holders Claims against Fibreboard.

(f) Class B6: Fibreboard General Unsecured Claims

Class B6 consists of all General Unsecured Claims against Fibreboard.

(g) Class B8: FB Asbestos Personal Injury Claims

Class B8 consists of all FB Asbestos Personal Injury Claims.

(h) Class B10: Fibreboard Intercompany Claims

Class B10 consists of all Intercompany Claims against Fibreboard.

(i) Class B12: FB Interests

Class B12 consists of all Interests in Fibreboard.

2.4 Exterior Systems, Inc. (Classes C1 through C12)

(a) Class C1: ESI Other Priority Claims

Class C1 consists of all Other Priority Claims against ESI.

(b) Class C2-A: ESI Other Secured Tax Claims

Class C2-A consists of all Other Secured Tax Claims against ESI.

(c) Class C2-B: ESI Other Secured Claims

Class C2-B consists of all Other Secured Claims against ESI.

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(d) Class C3: ESI Convenience Claims

Class C3 consists of all Convenience Claims against ESI.

(e) Class C4: ESI Bank Holders Claims

Class C4 consists of all Bank Holders Claims against ESI.

(f) Class C6: ESI General Unsecured Claims

Class C6 consists of all General Unsecured Claims against ESI.

(g) Class C10: ESI Intercompany Claims

Class C10 consists of all Intercompany Claims against ESI.

(h) Class C12: ESI Interests

Class C12 consists of all Interests in ESI.

2.5 Vytec Corporation (Classes D1 through D12)²

(a) Class D1: Vytec Other Priority Claims

Class D1 consists of all Other Priority Claims against Vytec.

(b) Class D2-A: Vytec Other Secured Tax Claims

Class D2-A consists of all Other Secured Tax Claims against Vytec.

(c) Class D2-B: Vytec Other Secured Claims

Class D2-B consists of all Other Secured Claims against Vytec.

(d) Class D3: Vytec Convenience Claims

Class D3 consists of all Convenience Claims against Vytec.

(e) Class D4: Vytec Bank Holders Claims

Class D4 consists of all Bank Holders Claims against Vytec.

² Although Vytec has not filed under Chapter 11 as of the date of the Plan, OCD reserves the right to initiate a prepackaged chapter 11 case on behalf of Vytec prior to the Confirmation Hearing to be administratively consolidated with the pending Chapter 11 Cases, in the event OCD deems it necessary to do so in order to effectuate the terms of the Plan. The Vytec classification and treatment provisions described herein are presently for illustrative purposes, and shall only apply in the event that Vytec files for bankruptcy prior to the Confirmation Hearing. To the extent that Vytec does not file under Chapter 11, any and all obligations that Vytec has or may have under the 1997 Credit Agreement shall be discharged, released and barred upon the occurrence of the Effective Date pursuant to, among other things, the Final Bank Unimpairment Order.

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(f) Class D6: Vytec General Unsecured Claims

Class D6 consists of all General Unsecured Claims against Vytec.

(g) Class D10: Vytec Intercompany Claims

Class D10 consists of all Intercompany Claims against Vytec.

(h) Class D12: Vytec Interests

Class D12 consists of all Interests in Vytec.

2.6 Soltech, Inc. (Classes E1 through E12)

(a) Class E1: Soltech Other Priority Claims

Class E1 consists of all Other Priority Claims against Soltech.

(b) Class E2-A: Soltech Other Secured Tax Claims

Class E2-A consists of all Other Secured Tax Claims against Soltech.

(c) Class E2-B: Soltech Other Secured Claims

Class E2-B consists of all Other Secured Claims against Soltech.

(d) Class E3: Soltech Convenience Claims

Class E3 consists of all Convenience Claims against Soltech.

(e) Class E4: Soltech Bank Holders Claims

Class E4 consists of all Bank Holders Claims against Soltech.

(f) Class E6: Soltech General Unsecured Claims

Class E6 consists of all General Unsecured Claims against Soltech.

(g) Class E10: Soltech Intercompany Claims

Class E10 consists of all Intercompany Claims against Soltech.

(h) Class E12: Soltech Interests

Class E12 consists of all Interests in Soltech.

2.7 Owens-Corning Fiberglas Technology Inc. (Classes F1 through F12)

(a) Class F1: OCFT Other Priority Claims

Class F1 consists of all Other Priority Claims against OCFT.

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(b) Class F2-A: OCFT Other Secured Tax Claims

Class F2-A consists of all Other Secured Tax Claims against OCFT.

(c) Class F2-B: OCFT Other Secured Claims

Class F2-B consists of all Other Secured Claims against OCFT.

(d) Class F3: OCFT Convenience Claims

Class F3 consists of all Convenience Claims against OCFT.

(e) Class F4: OCFT Bank Holders Claims

Class F4 consists of all Bank Holders Claims against OCFT.

(f) Class F6: OCFT General Unsecured Claims

Class F6 consists of all General Unsecured Claims against OCFT.

(g) Class F10: OCFT Intercompany Claims

Class F10 consists of all Intercompany Claims against OCFT.

(h) Class F12: OCFT Interests

Class F12 consists of all Interests in OCFT.

2.8 Owens-Corning Fiberglas Sweden Inc. (Classes G1 through G12)³

(a) Class G1: OC Sweden Other Priority Claims

Class G1 consists of all Other Priority Claims against OC Sweden.

(b) Class G2-A: OC Sweden Other Secured Tax Claims

Class G2-A consists of all Other Secured Tax Claims against OC Sweden.

(c) Class G2-B: OC Sweden Other Secured Claims

Class G2-B consists of all Other Secured Claims against OC Sweden.

³ Although OC Sweden has not filed under Chapter 11 as of the date of the Plan, OCD reserves the right to initiate a prepackaged chapter 11 case on behalf of OC Sweden prior to the Confirmation Hearing to be administratively consolidated with the pending Chapter 11 Cases, in the event OCD deems it necessary to do so in order to effectuate the terms of the Plan. The OC Sweden classification and treatment provisions described herein are presently for illustrative purposes, and shall only apply in the event that OC Sweden files for bankruptcy prior to the Confirmation Hearing. To the extent that OC Sweden does not file under Chapter 11, any and all obligations that OC Sweden has or may have under the 1997 Credit Agreement shall be discharged, released and barred upon the occurrence of the Effective Date pursuant to, among other things, the Final Bank Unimpairment Order.

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(d) Class G3: OC Sweden Convenience Claims

Class G3 consists of all Convenience Claims against OC Sweden.

(e) Class G4: OC Sweden Bank Holders Claims

Class G4 consists of all Bank Holders Claims against OC Sweden.

(f) Class G6: OC Sweden General Unsecured Claims

Class G6 consists of all General Unsecured Claims against OC Sweden.

(g) Class G10: OC Sweden Intercompany Claims

Class G10 consists of all Intercompany Claims against OC Sweden.

(h) Class G12: OC Sweden Interests

Class G12 consists of all Interests in OC Sweden.

2.9 IPM, Inc. (Classes H1 through H12)⁴

(a) Class H1: IPM Other Priority Claims

Class H1 consists of all Other Priority Claims against IPM.

(b) Class H2-A: IPM Other Secured Tax Claims

Class H2-A consists of all Other Secured Tax Claims against IPM.

(c) Class H2-B: IPM Other Secured Claims

Class H2-B consists of all Other Secured Claims against IPM.

(d) Class H3: IPM Convenience Claims

Class H3 consists of all Convenience Claims against IPM.

(e) Class H4: IPM Bank Holders Claims

Class H4 consists of all Bank Holders Claims against IPM.

⁴ Although IPM has not filed under Chapter 11 as of the date of the Plan, OCD reserves the right to initiate a prepackaged chapter 11 case on behalf of IPM prior to the Confirmation Hearing to be administratively consolidated with the pending Chapter 11 Cases, in the event OCD deems it necessary to do so in order to effectuate the terms of the Plan. The IPM classification and treatment provisions described herein are presently for illustrative purposes, and shall only apply in the event that IPM files for bankruptcy prior to the Confirmation Hearing. To the extent that IPM does not file under Chapter 11, and any and all obligations that IPM has or may have under the 1997 Credit Agreement shall be discharged, released and barred upon the occurrence of the Effective Date pursuant to, among other things, the Final Bank Unimpairment Order.

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(f) Class H6: IPM General Unsecured Claims

Class H6 consists of all General Unsecured Claims against IPM.

(g) Class H10: IPM Intercompany Claims

Class H10 consists of all Intercompany Claims against IPM.

(h) Class H12: IPM Interests

Class H12 consists of all Interests in IPM.

2.10 Integrex (Classes I1 through I12)

(a) Class I1: Integrex Other Priority Claims

Class I1 consists of all Other Priority Claims against Integrex.

(b) Class I2-A: Integrex Other Secured Tax Claims

Class I2-A consists of all Other Secured Tax Claims against Integrex.

(c) Class I2-B: Integrex Other Secured Claims

Class I2-B consists of all Other Secured Claims against Integrex.

(d) Class I3: Integrex Convenience Claims

Class I3 consists of all Convenience Claims against Integrex.

(e) Class I4: Integrex Bank Holders Claims

Class I4 consists of all Bank Holders Claims against Integrex.

(f) Class I6: Integrex General Unsecured Claims

Class I6 consists of all General Unsecured Claims against Integrex.

(g) Class I7: Integrex Asbestos Personal Injury Claims

Class I7 consists of all Integrex Asbestos Personal Injury Claims (if any).

(h) Class I10: Integrex Intercompany Claims

Class I10 consists of all Intercompany Claims against Integrex.

(i) Class I12: Integrex Interests

Class I12 consists of all Interests in Integrex.

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2.11 \CDC Corporation (Classes J1 through J12)

(a) Class J1: CDC Other Priority Claims

Class J1 consists of all Other Priority Claims against CDC.

(b) Class J2-A: CDC Other Secured Tax Claims

Class J2-A consists of all Other Secured Tax Claims against CDC.

(c) Class J2-B: CDC Other Secured Claims

Class J2-B consists of all Other Secured Claims against CDC.

(d) Class J3: CDC Convenience Claims

Class J3 consists of all Convenience Claims against CDC.

(e) Class J6: CDC General Unsecured Claims

Class J6 consists of all General Unsecured Claims against CDC.

(f) Class J10: CDC Intercompany Claims

Class J10 consists of all Intercompany Claims against CDC.

(g) Class J12: CDC Interests

Class J12 consists of all Interests in CDC.

2.12 Owens Corning HT, Inc. (Classes K1 through K12)

(a) Class K1: OCHT Other Priority Claims

Class K1 consists of all Other Priority Claims against OCHT.

(b) Class K2-A: OCHT Other Secured Tax Claims

Class K2-A consists of all Other Secured Tax Claims against OCHT.

(c) Class K2-B: OCHT Other Secured Claims

Class K2-B consists of all Other Secured Claims against OCHT.

(d) Class K3: OCHT Convenience Claims

Class K3 consists of all Convenience Claims against OCHT.

(e) Class K6: OCHT General Unsecured Claims

Class K6 consists of all General Unsecured Claims against OCHT.

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(f) Class K10: OCHT Intercompany Claims

Class K10 consists of all Intercompany Claims against OCHT.

(g) Class K12: OCHT Interests

Class K12 consists of all Interests in OCHT.

2.13 Owens Corning Remodeling Systems, LLC (Classes L1 through L12)

(a) Class L1: OC Remodeling Other Priority Claims

Class L1 consists of all Other Priority Claims against OC Remodeling.

(b) Class L2-A: OC Remodeling Other Secured Tax Claims

Class L2-A consists of all Other Secured Tax Claims against OC Remodeling.

(c) Class L2-B: OC Remodeling Other Secured Claims

Class L2-B consists of all Other Secured Claims against OC Remodeling.

(d) Class L3: OC Remodeling Convenience Claims

Class L3 consists of all Convenience Claims against OC Remodeling.

(e) Class L6: OC Remodeling General Unsecured Claims

Class L6 consists of all General Unsecured Claims against OC Remodeling.

(f) Class L10: OC Remodeling Intercompany Claims

Class L10 consists of all Intercompany Claims against OC Remodeling.

(g) Class L12: OC Remodeling Interests

Class L12 consists of all Interests in OC Remodeling.

2.14 Engineered Yarns America, Inc. (Classes M1 through M12)

(a) Class M1: Engineered Yarns Other Priority Claims

Class M1 consists of all Other Priority Claims against Engineered Yarns.

(b) Class M2-A: Engineered Yarns Other Secured Tax Claims

Class M2-A consists of all Other Secured Tax Claims against Engineered Yarns.

(c) Class M2-B: Engineered Yarns Other Secured Claims

Class M2-B consists of all Other Secured Claims against Engineered Yarns.

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(d) Class M3: Engineered Yarns Convenience Claims

Class M3 consists of all Convenience Claims against Engineered Yarns.

(e) Class M6: Engineered Yarns General Unsecured Claims

Class M6 consists of all General Unsecured Claims against Engineered Yarns.

(f) Class M10: Engineered Yarns Intercompany Claims

Class M10 consists of all Intercompany Claims against Engineered Yarns.

(g) Class M12: Engineered Yarns Interests

Class M12 consists of all Interests in Engineered Yarns.

2.15 Falcon Foam Corporation (Classes N1 through N12)

(a) Class N1: Falcon Foam Other Priority Claims

Class N1 consists of all Other Priority Claims against Falcon Foam.

(b) Class N2-A: Falcon Foam Other Secured Tax Claims

Class N2-A consists of all Other Secured Tax Claims against Falcon Foam.

(c) Class N2-B: Falcon Foam Other Secured Claims

Class N2-B consists of all Other Secured Claims against Falcon Foam.

(d) Class N3: Falcon Foam Convenience Claims

Class N3 consists of all Convenience Claims against Falcon Foam.

(e) Class N6: Falcon Foam General Unsecured Claims

Class N6 consists of all General Unsecured Claims against Falcon Foam.

(f) Class N10: Falcon Foam Intercompany Claims

Class N10 consists of all Intercompany Claims against Falcon Foam.

(g) Class N12: Falcon Foam Interests

Class N12 consists of all Interests in Falcon Foam.

2.16 HOMExperts LLC (Classes O1 through O12)

(a) Class O1: HOMExperts Other Priority Claims

Class O1 consists of all Other Priority Claims against HOMExperts.

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(b) Class O2-A: HOMExperts Other Secured Tax Claims

Class O2-A consists of all Other Secured Tax Claims against HOMExperts.

(c) Class O2-B: HOMExperts Other Secured Claims

Class O2-B consists of all Other Secured Claims against HOMExperts.

(d) Class O3: HOMExperts Convenience Claims

Class O3 consists of all Convenience Claims against HOMExperts.

(e) Class O6: HOMExperts General Unsecured Claims

Class O6 consists of all General Unsecured Claims against HOMExperts.

(f) Class O10: HOMExperts Intercompany Claims

Class O10 consists of all Intercompany Claims against HOMExperts.

(g) Class O12: HOMExperts Interests

Class O12 consists of all Interests in HOMExperts.

2.17 Integrex Professional Services LLC (Classes P1 through P12)

(a) Class P1: Professional Services Other Priority Claims

Class P1 consists of all Other Priority Claims against Professional Services.

(b) Class P2-A: Professional Services Other Secured Tax Claims

Class P2-A consists of all Other Secured Tax Claims against Professional Services.

(c) Class P2-B: Professional Services Other Secured Claims

Class P2-B consists of all Other Secured Claims against Professional Services.

(d) Class P3: Professional Services Convenience Claims

Class P3 consists of all Convenience Claims against Professional Services.

(e) Class P6: Professional Services General Unsecured Claims

Class P6 consists of all General Unsecured Claims against Professional Services.

(f) Class P10: Professional Services Intercompany Claims

Class P10 consists of all Intercompany Claims against Professional Services.

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(g) Class P12: Professional Services Interests

Class P12 consists of all Interests in Professional Services.

2.18 Integrex Testing Systems LLC (Classes Q1 through Q12)

(a) Class Q1: Testing Services Other Priority Claims

Class Q1 consists of all Other Priority Claims against Testing Services.

(b) Class Q2-A: Testing Services Other Secured Tax Claims

Class Q2-A consists of all Other Secured Tax Claims against Testing Services.

(c) Class Q2-B: Testing Services Other Secured Claims

Class Q2-B consists of all Other Secured Claims against Testing Services.

(d) Class Q3: Testing Services Convenience Claims

Class Q3 consists of all Convenience Claims against Testing Services.

(e) Class Q6: Testing Services General Unsecured Claims

Class Q6 consists of all General Unsecured Claims against Testing Services.

(f) Class Q10: Testing Services Intercompany Claims

Class Q10 consists of all Intercompany Claims against Testing Services.

(g) Class Q12: Testing Services Interests

Class Q12 consists of all Interests in Testing Services.

2.19 Integrex Supply Chain Solutions LLC (Classes R1 through R12)

(a) Class R1: Supply Chain Solutions Other Priority Claims

Class R1 consists of all Other Priority Claims against Supply Chain Solutions.

(b) Class R2-A: Supply Chain Solutions Other Secured Tax Claims

Class R2-A consists of all Other Secured Tax Claims against Supply Chain Solutions.

(c) Class R2-B: Supply Chain Solutions Other Secured Claims

Class R2-B consists of all Other Secured Claims against Supply Chain Solutions.

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(d) Class R3: Supply Chain Solutions Convenience Claims

Class R3 consists of all Convenience Claims against Supply Chain Solutions.

(e) Class R6: Supply Chain Solutions General Unsecured Claims

Class R6 consists of all General Unsecured Claims against Supply Chain Solutions.

(f) Class R10: Supply Chain Solutions Intercompany Claims

Class R10 consists of all Intercompany Claims against Supply Chain Solutions.

(g) Class R12: Supply Chain Solutions Interests

Class R12 consists of all Interests in Supply Chain Solutions.

2.20 Integrex Ventures LLC (Classes S1 through S12)

(a) Class S1: Ventures Other Priority Claims

Class S1 consists of all Other Priority Claims against Ventures.

(b) Class S2-A: Ventures Other Secured Tax Claims

Class S2-A consists of all Other Secured Tax Claims against Ventures.

(c) Class S2-B: Ventures Other Secured Claims

Class S2-B consists of all Other Secured Claims against Ventures.

(d) Class S3: Ventures Convenience Claims

Class S3 consists of all Convenience Claims against Ventures.

(e) Class S6: Ventures General Unsecured Claims

Class S6 consists of all General Unsecured Claims against Ventures.

(f) Class S10: Ventures Intercompany Claims

Class S10 consists of all Intercompany Claims against Ventures.

(g) Class S12: Ventures Interests

Class S12 consists of all Interests in Ventures.

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2.21 Jefferson Holdings, Inc. (Classes T1 through T12)

(a) Class T1: Jefferson Holdings Other Priority Claims

Class T1 consists of all Other Priority Claims against Jefferson Holdings.

(b) Class T2-A: Jefferson Holdings Other Secured Tax Claims

Class T2-A consists of all Other Secured Tax Claims against Jefferson Holdings.

(c) Class T2-B: Jefferson Holdings Other Secured Claims

Class T2-B consists of all Other Secured Claims against Jefferson Holdings.

(d) Class T3: Jefferson Holdings Convenience Claims

Class T3 consists of all Convenience Claims against Jefferson Holdings.

(e) Class T6: Jefferson Holdings General Unsecured Claims

Class T6 consists of all General Unsecured Claims against Jefferson Holdings.

(f) Class T10: Jefferson Holdings Intercompany Claims

Class T10 consists of all Intercompany Claims against Jefferson Holdings.

(g) Class T12: Jefferson Holdings Interests

Class T12 consists of all Interests in Jefferson Holdings.

2.22 Owens-Corning Overseas Holdings, Inc. (Classes U1 through U12)

(a) Class U1: OC Overseas Other Priority Claims

Class U1 consists of all Other Priority Claims against OC Overseas.

(b) Class U2-A: OC Overseas Other Secured Tax Claims

Class U2-A consists of all Other Secured Tax Claims against OC Overseas.

(c) Class U2-B: OC Overseas Other Secured Claims

Class U2-B consists of all Other Secured Claims against OC Overseas.

(d) Class U3: OC Overseas Convenience Claims

Class U3 consists of all Convenience Claims against OC Overseas.

(e) Class U6: OC Overseas General Unsecured Claims

Class U6 consists of all General Unsecured Claims against OC Overseas.

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(f) Class U10: OC Overseas Intercompany Claims

Class U10 consists of all Intercompany Claims against OC Overseas.

(g) Class U12: OC Overseas Interests

Class U12 consists of all Interests in OC Overseas.

ARTICLE III

TREATMENT OF CLAIMS AND INTERESTS

3.1 Unclassified Claims

(a) DIP Facility Claims

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which a DIP Facility Claim becomes an Allowed DIP Facility Claim or (iii) the date on which a DIP Facility Claim becomes payable pursuant to any agreement between a Debtor and the holder of such DIP Facility Claim, each holder of an Allowed DIP Facility Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed DIP Facility Claim (x) Cash equal to the unpaid portion of such Allowed DIP Facility Claim or (y) such other treatment as the applicable Debtor and such holder shall have agreed in writing. In addition, on or as soon as reasonably practicable after the Effective Date, letters of credit under the DIP Facility shall be refinanced under the Exit Facility.

(b) Administrative Claims

Except as otherwise provided herein and subject to the requirements hereof, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which an Administrative Claim becomes an Allowed Administrative Claim or (iii) the date on which an Administrative Claim becomes payable pursuant to any agreement between a Debtor and the holder of such Administrative Claim, each holder of an Allowed Administrative Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Administrative Claim (a) Cash equal to the unpaid portion of such Allowed Administrative Claim or (b) such other treatment as the applicable Debtor and such holder shall have agreed in writing; provided, however, that Allowed Administrative Claims with respect to liabilities incurred by a Debtor in the ordinary course of business during the Chapter 11 Cases shall be paid in the ordinary course of business in accordance with the terms and conditions of any agreements relating thereto.

Holders of Administrative Claims based on liabilities incurred by the Debtors in the ordinary course of their businesses shall not be required to file or serve any request for payment of such Claims, as such liabilities shall be paid, performed or settled when due in accordance with the terms and conditions of the particular agreements governing such obligations.

(c) Priority Tax Claims

Except to the extent that a holder of an Allowed Priority Tax Claim has been paid by the Debtors prior to the Initial Distribution Date or has agreed in writing to a different treatment, each holder of an Allowed Priority Tax Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Priority Tax Claim, at the sole discretion of the Debtors, (i) Cash equal to the amount of such Allowed Priority Tax Claim on the later of the Initial Distribution Date and the date such

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Priority Tax Claim becomes an Allowed Claim, or as soon thereafter as is practicable, (ii) deferred Cash payments, having a value as of the Effective Date equal to such Allowed Priority Tax Claim (based upon interest at a rate of 4% per annum), over a period not exceeding six (6) years after the assessment of the tax on which such Claim is based as the applicable Debtor and such holder shall have agreed in writing, or (iii) such other treatment as the applicable Debtor and such holder shall have agreed in writing.

3.2 Unimpaired Claims: Other Priority Claims (Classes A1 through U1), Other Secured Tax Claims (Classes A2-A through U2-A) and Other Secured Claims (A2-B through U2-B)

(a) Classes A1 through U1: Other Priority Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Other Priority Claim becomes an Allowed Other Priority Claim, or (iii) the date on which such Other Priority Claim becomes due and payable pursuant to any agreement between the Debtors and a holder of an Other Priority Claim, each holder of an Allowed Other Priority Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Other Priority Claim (a) Cash equal to the unpaid portion of such Allowed Other Priority Claim or (b) such other treatment as the Debtors and such holder shall have agreed in writing. All Allowed Other Priority Claims which are not by their terms due and payable on or before the Effective Date shall be paid in the ordinary course of business in accordance with the terms thereof.

(ii) Status

Other Priority Claims are Unimpaired. Holders of Other Priority Claims shall be deemed to have accepted the Plan, and accordingly are not entitled to vote to accept or reject the Plan.

(b) Class A2-A through U2-A: Other Secured Tax Claims

(i) Treatment

Except to the extent that a holder of an Allowed Other Secured Tax Claim has been paid by the Debtors prior to the Initial Distribution Date or has agreed in writing to a different treatment, each holder of an Allowed Other Secured Tax Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Other Secured Tax Claim, at the sole discretion of the Debtors, (i) Cash equal to the amount of such Allowed Other Secured Tax Claim, including any interest on such Allowed Other Secured Tax Claim required to be paid pursuant to Section 506(b) of the Bankruptcy Code, on the later of the Initial Distribution Date and the date such Other Secured Tax Claim becomes an Allowed Claim, or as soon thereafter as is practicable, (ii) deferred Cash payments, having a value as of the Effective Date equal to such Allowed Other Secured Tax Claim (based upon interest at a rate of 4% per annum), over a period not exceeding six (6) years after the assessment of the tax on which such Claim is based as the Debtors and such holder shall have agreed in writing, or (iii) such other treatment as the Debtors and such holder shall have agreed in writing. The Debtors’ failure to object to any Other Secured Tax Claim in the Chapter 11 Cases shall be without prejudice to the rights of the Debtors or the Reorganized Debtors to contest or otherwise defend against such Claim in the appropriate forum when and if such Claim is sought to be enforced by the holder of such Claim. Nothing in the Plan or elsewhere shall preclude the Debtors or Reorganized Debtors from challenging the validity of any alleged Encumbrance on any asset of a Debtor or Reorganized Debtor or the value of any collateral.

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Each holder of an Allowed Other Secured Tax Claim shall retain the Encumbrances (or replacement Encumbrances as may be contemplated under nonbankruptcy law) securing its Allowed Other Secured Tax Claim as of the Effective Date until full and final payment of such Allowed Other Secured Tax Claim is made as provided in the Plan, and upon such full and final payment, such Encumbrances shall be deemed null and void and shall be unenforceable for all purposes.

(ii) Status

Other Secured Tax Claims are Unimpaired. Holders of Other Secured Tax Claims shall be deemed to have accepted the Plan, and accordingly are not entitled to vote to accept or reject the Plan.

(c) Class A2-B through U2-B: Other Secured Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Other Secured Claim becomes an Allowed Other Secured Claim or (iii) the date on which such Other Secured Claim becomes due and payable pursuant to any agreement between a Debtor and the holder of an Allowed Other Secured Claim, each holder of an Allowed Other Secured Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Other Secured Claim, at the sole discretion of the Debtors, (a) Cash equal to the unpaid portion of such Allowed Other Secured Claim, (b) Reinstatement of the legal equitable and contractual rights of the holder of such Allowed Other Secured Claim, subject to the provisions of Article VII of the Plan, or (c) such other treatment as the Debtors and such holder shall have agreed in writing. The Debtors’ failure to object to any Other Secured Claim in the Chapter 11 Cases shall be without prejudice to the rights of the Debtors or the Reorganized Debtors to contest or otherwise defend against such Claim in the appropriate forum when and if such Claim is sought to be enforced by the holder of such Claim. Nothing in the Plan or elsewhere shall preclude the Debtors or Reorganized Debtors from challenging the validity of any alleged Encumbrance on any asset of a Debtor or the value of any collateral.

(ii) Status

Other Secured Claims are Unimpaired. Holders of Other Secured Claims shall be deemed to have accepted the Plan, and accordingly are not entitled to vote to accept or reject the Plan.

3.3 OCD (Classes A3 through A12)

(a) Class A3: OCD Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A3 Claim becomes an Allowed Class A3 Claim, or (iii) the date on which such Class A3 Claim becomes due and payable pursuant to any agreement between OCD and a holder of a Class A3 Claim, each holder of an Allowed Class A3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class A3 Claim (a) Cash equal to the amount of such Allowed Class A3 Claim or (b) such other treatment as OCD and such holder shall have agreed in writing.

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(ii) Election

Any holder of a Claim in Class A6-A or A6-B that desires treatment of such Claim as a Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim. For the avoidance of doubt, any holder of a Convenience Claim, including, without limitation, any holder of a Claim in Class A6-A or A6-B that elects to have such Claim treated as a Convenience Claim, shall not be entitled to participate in the Rights Offering.

(iii) Status

Class A3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class A3 shall be entitled to vote to accept or reject the Plan.

(b) Class A4: OCD Bank Holders Claims

(i) Allowance

The Class A4 Claims shall be Allowed in the amount of approximately $1.475 billion (excluding approximately $69 million of undrawn pre-petition letters of credit)⁵.

(ii) Treatment

(A) In full satisfaction, release and discharge of, and in exchange for their Allowed Claims against the various Debtors and claims against certain of the Non-Debtor Subsidiaries (including, without limitation, their Allowed Class A4 Claims), on or after the Effective Date, each holder of an Allowed Class A4 Claim shall receive such holder’s Pro Rata share of Cash in an aggregate amount equal to the sum of the amount of the Allowed Class A4 Claims plus the Bank Default Interest and Fee Amount⁶; provided, however, that as a condition to obtaining such payment, each holder of an Allowed Class A4 Claim shall have executed a Bank Holder Release, as defined in the Final Bank Unimpairment Order, in a form reasonably satisfactory to the Debtors (or the Reorganized Debtors), the other Plan Proponents and CSFB releasing each of the Debtors, Reorganized Debtors and the Non-Debtor Subsidiaries from the Bank Holders Claims, which Bank Holder Release shall be binding upon each such holder of an Allowed Class A4 Claim and each of its affiliates, successors and assigns to the fullest extent of the law; and

⁵ This estimate of Class A4 Claims represents the amount outstanding under the 1997 Credit Agreement as of the Petition Date, including certain amounts related to letters of credit drawn or expected to be drawn prior to the Effective Date, less the application of certain frozen funds. It does not include any amounts for post-petition interest or fees.

⁶ For purposes of distribution, the Bank Holders Claims shall be deemed to have been satisfied (a) first, against OCD to the fullest extent permissible under applicable law (except as otherwise provided in this Plan) and (b) second, against the various Debtor guarantors and, if applicable, non-Debtor guarantors up to an amount against each such guarantor that would still allow the holders of allowed third-party claims (x) against each such Debtor guarantor to be paid in full, as set forth herein, and (y) to retain their respective rights against each such non-Debtor guarantor under applicable non-bankruptcy law; provided, however, that, the Debtors and their financial advisors have concluded that the ultimate recovery of the Bank Holders Claims pursuant to this section and other applicable Bank Holder treatment sections in this Plan would not meaningfully change even if the foregoing assumptions regarding the sequencing of the Bank Holders’ recovery were altered.

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(B) As of the Effective Date, the undrawn pre-petition letters of credit shall be cancelled or replaced by new letters of credit under the Exit Facility.

(C) As of the Effective Date but subject to the Debtors having made the Initial Bank Holders’ Distribution, the rights of any and all Bank Holders to pursue, and receive any benefits of, from or under, the pending appeal of the OCD Asbestos Personal Injury Estimation Order shall be deemed to have been irrevocably waived and released under the Plan to the fullest extent permissible under applicable law (provided that such appeal has not otherwise been dismissed with prejudice on or prior to the Effective Date).

(iii) Status

In accordance with the terms of the Final Unimpairment Order, Class A4 Claims are Unimpaired, and holders of Class A4 Claims shall be deemed to have accepted the Plan, and accordingly are not entitled to vote to accept or reject the Plan.

(c) Class A5: OCD Bondholders Claims

(i) Allowance

The Class A5 Claims shall be $1.389 billion, plus accrued but unpaid interest as of the Petition Date.⁷

(ii) Treatment

Initial Distribution.

(A) If Class A5 accepts the Plan, then:

(1) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A5 Claim, each holder of an Allowed Class A5 Claim who has complied with Section 8.8 of the Plan shall receive on, or as soon as reasonably practicable after, the later of the Effective Date or the date on which such Class A5 Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of an Allowed Class A5 Claim, such holder’s Pro Rata share of the Class A5 Aggregate Distribution;

(2) on, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Class A5 Claim that has properly and timely exercised its Rights pursuant to the Subscription Documents shall receive those Rights Offering Shares to which it is entitled under the Subscription Documents; and

⁷ This amount of Class A5 Claims represents the principal amount outstanding under the Pre-petition Bond Indentures as of the Petition Date based upon OCD’s books and records, and excludes any amounts for post-petition interest or fees. Approval of the Disclosure Statement or confirmation of the Plan is without prejudice to any rights of the Pre-petition Indenture Trustees to assert that a Claim under any Pre-petition Bond Indenture should be Allowed in an amount different from those based on OCD’s books and records. The allowance of any Claim in Class A5 is governed by Section 1.19 and Article IX of the Plan, and the applicable provisions of the Bankruptcy Code and Bankruptcy Rules.

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(3) on the first Business Day on which each of the FAIR Act Conditions shall have been satisfied, the Contingent Note and the Trust Stock Pledge shall (and shall be deemed to) be automatically cancelled and defeased without further notice or order of Court and shall be of no further force and effect whatsoever, and no Reserved New OCD Shares shall be issued or delivered to the OC Sub-Account.

(B) If Class A5 rejects the Plan, then:

(1) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A5 Claim, each holder of an Allowed Class A5 Claim who has complied with Section 8.8 of the Plan shall receive on, or as soon as reasonably practicable after, the later of the Initial Distribution Date or the date on which such Class A5 Claim becomes due and payable pursuant to any agreement between OCD and a holder of an Allowed Class A5 Claim, (i) such holder’s Pro Rata share of the product of (w) the Combined OCD Distribution Package and (x) the Class A5 Initial Distribution Percentage, and, subject to Section 3.3(c)(ii)(B)(4) below, (ii) such holder’s Pro Rata share of the product of (y) the Combined OCD Supplemental Distribution Package and (z) a fraction, the numerator of which is the total amount of Allowed Claims in Class A5, and the denominator of which is the aggregate amount of all Allowed Claims in Classes A4, A5 and A6-B;

(2) on, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Class A5 Claim that has properly and timely exercised its Rights pursuant to the Subscription Documents shall receive those Rights Offering Shares to which it is entitled under the Subscription Documents;

(3) the rights of holders of Asbestos Personal Injury Claims, the Asbestos Claimants’ Committee and the Future Claimants’ Representative to assert Integrex Asbestos Personal Injury Claims against Integrex shall be preserved;

(4) the Asbestos Claimants’ Committee and the Future Claimants’ Representative shall have the right to seek a determination at the Confirmation Hearing that certain or all of the Class A11 Claims should be equitably subordinated or recharacterized; and

(5) the OC Sub-Account shall be funded in the manner set forth in Section 3.3(f)(iii)(B) and (C) below, irrespective of the outcome of the FAIR Act.

Final Distribution.

(C) On or as soon as reasonably practicable after the Final Distribution Date, each holder of an Allowed Class A5 Claim shall receive its Pro Rata share of:

(1) regardless of whether Class A5 rejects or accepts the Plan, (i) Cash in an amount equal to the Class A5 Final Distribution Percentage of the Excess Available Cash (if any) and (ii) shares of New OCD Common Stock in an aggregate number equal to the Class A5 Final Distribution Percentage of the Excess New OCD Common Stock (if any); and either

(2) if Class A5 and Class A6-B both accept the Plan, then Cash and New OCD Common Stock in an aggregate amount or number, in each case, equal to the product of (w) the Supplemental Excess Available Cash (if any) and the Supplemental Excess New OCD Common Stock (if any), respectively, and (x) a fraction, the numerator of which is the total amount of Allowed Claims in Class A5, and the denominator of which is the aggregate amount of all Allowed Claims in Classes A5 and A6-B; or

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(3) if either Class A5 or Class A6-B rejects the Plan, then Cash and New OCD Common Stock in an aggregate amount or number, in each case, equal to the product of (w) the Supplemental Excess Available Cash (if any) and the Supplemental Excess New OCD Common Stock (if any), respectively, and (x) a fraction, the numerator of which is the total amount of Allowed Claims in Class A5, and the denominator of which is the aggregate amount of all Allowed Claims in Classes A4, A5 and A6-B.

Indenture Trustee Fees.

(D) If Class A5 accepts the Plan, then, on, or as soon as reasonably practicable after, the Effective Date, the Pre-petition Indenture Trustees shall be paid the Indenture Trustee Fees in Cash without any corresponding reduction in the distributions to holders of Class A5 Bondholder Claims under the Plan. If Class A5 rejects the Plan, then holders of Class A5 Bondholder Claims may have their distributions under the Plan reduced to the extent that any of the Pre-petition Indenture Trustees exercises any applicable rights under the Pre-petition Bond Indentures to recover its Indenture Trustee Fees from the distributions to be paid to Holders of Class A5 Bondholder Claims under the Plan. Any payment of such costs or expenses shall commensurately reduce the recovery realized under the Plan by holders of Class A5 Bondholder Claims.

(iii) Status

Class A5 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class A5 shall be entitled to vote to accept or reject the Plan.

(d) Class A6-A: OCD General Unsecured Claims

(i) Allowance

The Class A6-A Claims shall be allowed or disallowed pursuant to the procedures for resolving disputed, contingent and unliquidated Claims set forth in Article IX below.

(ii) Treatment

Initial Distribution.

(A) If Class A5 and Class A6-A both accept the Plan, then:

(1) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A6-A Claim, each holder of an Allowed Class A6-A Claim shall receive on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A6-A Claim becomes an Allowed Class A6-A Claim, or (iii) the date on which such Class A6-A Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of a Class A6-A Claim, such holder’s Pro Rata share of the Class A6-A Aggregate Distribution; provided, however, for the avoidance of doubt, that each holder of a Class A6-A Claim that is not an Allowed Claim as of the Effective Date and becomes an Allowed Claim after the Effective Date shall receive (from the Disputed Distribution Reserve, as set forth in Section 9.4(c) hereof) a distribution in the same amount as such holder would have received had such Claim been an Allowed Claim as of the Effective Date; and

(2) on, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Class A6-A Claim that has properly and timely exercised its Rights pursuant to the Subscription Documents shall receive those Rights Offering Shares to which it is entitled under the Subscription Documents.

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(B) If Class A5 rejects the Plan and Class A6-A accepts the Plan, then:

(1) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A6-A Claim, each holder of an Allowed Class A6-A Claim shall receive on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A6-A Claim becomes an Allowed Class A6-A Claim, or (iii) the date on which such Class A6-A Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of a Class A6-A Claim, such holder’s Pro Rata share of the product of (x) the Class A6-A Initial Distribution Percentage and (y) the Combined OCD Distribution Package; provided, however, for the avoidance of doubt, that each holder of a Class A6-A Claim that is not an Allowed Claim as of the Effective Date and becomes an Allowed Claim after the Effective Date shall receive (from the Disputed Distribution Reserve, as set forth in Section 9.4(c) hereof) the same distribution as such holder would have received had such Claim been an Allowed Claim as of the Effective Date;

(2) on, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Class A6-A Claim that has properly and timely exercised its Rights pursuant to the Subscription Documents shall receive those Rights Offering Shares to which it is entitled under the Subscription Documents; and

(3) the rights of holders of Asbestos Personal Injury Claims, the Asbestos Claimants’ Committee and the Future Claimants’ Representative to assert Integrex Asbestos Personal Injury Claims against Integrex shall be preserved.

(C) If Class A5 rejects the Plan and Class A6-A rejects the Plan, then:

(1) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A6-A Claim, each holder of an Allowed Class A6-A Claim shall receive on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A6-A Claim becomes an Allowed Class A6-A Claim, or (iii) the date on which such Class A6-A Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of a Class A6-A Claim, such holder’s Pro Rata share of the product of (x) the Class A6-A Initial Distribution Percentage and (y) the Combined OCD Distribution Package; provided, however, for the avoidance of doubt, that each holder of a Class A6-A Claim that is not an Allowed Claim as of the Effective Date and becomes an Allowed Claim after the Effective Date shall receive (from the Disputed Distribution Reserve, as set forth in Section 9.4(c) hereof) the same distribution as such holder would have received had such Claim been an Allowed Claim as of the Effective Date;

(2) the Rights offered to holders of Class A6-A Claims pursuant to the Rights Offering shall be deemed null and void, and the associated Rights Offering Purchase Price Proceeds shall be returned to subscribing holders of Eligible Class A6-A Claims in the amounts and manner set forth in the Subscription Documents; and

(3) the rights of holders of Asbestos Personal Injury Claims, the Asbestos Claimants’ Committee and the Future Claimants’ Representative to assert Integrex Asbestos Personal Injury Claims against Integrex shall be preserved.

(D) If Class A5 accepts the Plan and Class A6-A rejects the Plan, then:

(1) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A6-A Claim, each holder of an Allowed Class A6-A Claim shall receive on, or as soon as reasonably

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practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A6-A Claim becomes an Allowed Class A6-A Claim, or (iii) the date on which such Class A6-A Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of a Class A6-A Claim, such holder’s Pro Rata share of Cash in an amount equal to the product of (x) the Class A6-A Initial Distribution Percentage and (y) the Combined OCD Distribution Package Value; provided, however, for the avoidance of doubt, that each holder of a Class A6-A Claim that is not an Allowed Claim as of the Effective Date and becomes an Allowed Claim after the Effective Date shall receive (from the Disputed Distribution Reserve, as set forth in Section 9.4(c) hereof) a distribution in the same amount as such holder would have received had such Claim been an Allowed Claim as of the Effective Date;

(2) the Rights offered to holders of Class A6-A Claims pursuant to the Rights Offering shall be deemed null and void, and the associated Rights Offering Purchase Price Proceeds shall be returned to subscribing holders of Eligible Class A6-A Claims in the amounts and manner set forth in the Subscription Documents; and

(3) For purposes of calculating the distributions to holders of Allowed Class A6-A Claims pursuant to Section 3.3(d)(ii)(C)(1) above, the rights of holders of Asbestos Personal Injury Claims, the Asbestos Claimants’ Committee and the Future Claimants’ Representative to assert Integrex Asbestos Personal Injury Claims against Integrex shall be preserved.

Final Distribution.

(E) If Class A5 and Class A6-A both accept the Plan, then on or as soon as reasonably practicable after the Final Distribution Date, each holder of an Allowed Class A6-A Claim shall receive its Pro Rata share of that portion of the Class A6-A Aggregate Distribution remaining in the Disputed Distribution Reserve as of such date.

(F) If either Class A5 or Class A6-A rejects the Plan, then on or as soon as reasonably practicable after the Final Distribution Date, each holder of an Allowed Class A6-A Claim shall receive its Pro Rata share of (i) Cash in an amount equal to the Class A6-A Final Distribution Percentage of Excess Available Cash and (ii) shares of New OCD Common Stock in an aggregate number equal to the Class A6-A Final Distribution Percentage of the Excess New OCD Common Stock (solely to the extent such holder received New OCD Common Stock as part of its initial distribution).

(iii) Status

Class A6-A Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class A6-A shall be entitled to vote to accept or reject the Plan.

(e) Class A6-B: OCD General Unsecured/Senior Indebtedness Claims

(i) Allowance

The Class A6-B Claims shall be allowed or disallowed pursuant to the procedures for resolving disputed, contingent and unliquidated Claims set forth in Article IX below.

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(ii) Treatment

Initial Distribution.

(A) If Class A5 and Class A6-B both accept the Plan, then:

(1) In full satisfaction, release and discharge of, and in exchange for, its Allowed Class A6-B Claim, each holder of an Allowed Class A6-B Claim shall receive on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A6-B Claim becomes an Allowed Class A6-B Claim, or (iii) the date on which such Class A6-B Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of an Allowed Class A6-B Claim, such holder’s Pro Rata share of the Class A6-B Aggregate Distribution; provided, however, for the avoidance of doubt, that each holder of a Class A6-B Claim that is not an Allowed Claim as of the Effective Date and becomes an Allowed Claim after the Effective Date shall receive (from the Disputed Distribution Reserve, as set forth in Section 9.4(c) hereof) a distribution in the same amount as such holder would have received had such Claim been an Allowed Claim as of the Effective Date; and

(2) on, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Class A6-B Claim that has properly and timely exercised its Rights pursuant to the Subscription Documents shall receive those Rights Offering Shares to which it is entitled under the Subscription Documents.

(B) If Class A5 rejects the Plan and Class A6-B accepts the Plan, then:

(1) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A6-B Claim, each holder of an Allowed Class A6-B Claim shall receive on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A6-B Claim becomes an Allowed Class A6-B Claim, or (iii) the date on which such Class A6-B Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of a Class A6-B Claim, (i) such holder’s Pro Rata share of the product of (w) the Combined OCD Distribution Package and (x) the Class A6-B Initial Distribution Percentage, and, subject to Section 3.3(e)(ii)(B)(4) below, (ii) such holder’s Pro Rata share of the product of (y) the Combined OCD Supplemental Distribution Package and (z) a fraction, the numerator of which is the total amount of Allowed Claims in Class A6-B, and the denominator of which is the aggregate amount of all Allowed Claims in Classes A4, A5 and A6-B;

(2) on, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Class A6-B Claim that has properly and timely exercised its Rights pursuant to the Subscription Documents shall receive those Rights Offering Shares to which it is entitled under the Subscription Documents;

(3) the rights of holders of Asbestos Personal Injury Claims, the Asbestos Claimants’ Committee and the Future Claimants’ Representative to assert Integrex Asbestos Personal Injury Claims against Integrex shall be preserved; and

(4) the Asbestos Claimants’ Committee and the Future Claimants’ Representative shall have the right to seek a determination at the Confirmation Hearing that certain or all of the Class A11 Claims should be equitably subordinated or recharacterized.

(C) If Class A5 rejects the Plan and Class A6-B rejects the Plan, then:

(1) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A6-B Claim, each holder of an Allowed Class A6-B Claim shall receive on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A6-B Claim becomes an Allowed Class A6-B Claim, or (iii) the date on which such Class A6-B Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of a Class A6-B Claim, (i) such

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holder’s Pro Rata share of the product of (w) the Combined OCD Distribution Package and (x) the Class A6-B Initial Distribution Percentage, and, subject to Section 3.3(e)(ii)(B)(4) below, (ii) such holder’s Pro Rata share of the product of (y) the Combined OCD Supplemental Distribution Package and (z) a fraction, the numerator of which is the total amount of Allowed Claims in Class A6-B, and the denominator of which is the aggregate amount of all Allowed Claims in Classes A4, A5 and A6-B;

(2) the Rights offered to holders of Class A6-B Claims pursuant to the Rights Offering shall be deemed null and void, and the associated Rights Offering Purchase Price Proceeds shall be returned to subscribing holders of Eligible Class A5 Claims in the amounts and manner set forth in the Subscription Documents;

(3) the rights of holders of Asbestos Personal Injury Claims, the Asbestos Claimants’ Committee and the Future Claimants’ Representative to assert Integrex Asbestos Personal Injury Claims against Integrex shall be preserved; and

(4) the Asbestos Claimants’ Committee and the Future Claimants’ Representative shall have the right to seek a determination at the Confirmation Hearing that certain or all of the Class A11 Claims should be equitably subordinated or recharacterized

(D) If Class A5 accepts the Plan and Class A6-B rejects the Plan, then:

(1) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A6-B Claim, each holder of an Allowed Class A6-B Claim shall receive on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A6-B Claim becomes an Allowed Class A6-B Claim, or (iii) the date on which such Class A6-B Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of a Class A6-B Claim, Cash in an amount equal to (i) such holder’s Pro Rata share of the product of (w) the Combined OCD Distribution Package Value and (x) the Class A6-B Initial Distribution Percentage, and, subject to Section 3.3(e)(ii)(B)(4) below, (ii) such holder’s Pro Rata share of the product of (y) the Combined OCD Supplemental Distribution Package Value and (z) a fraction, the numerator of which is the total amount of Allowed Claims in Class A6-B, and the denominator of which is the aggregate amount of all Allowed Claims in Classes A4, A5 and A6-B; provided, however, for the avoidance of doubt, that each holder of a Class A6-B Claim that is not an Allowed Claim as of the Effective Date and becomes an Allowed Claim after the Effective Date shall receive (from the Disputed Distribution Reserve, as set forth in Section 9.4(c) hereof) a distribution in the same amount as such holder would have received had such Claim been an Allowed Claim as of the Effective Date;

(2) the Rights offered to holders of Class A6-B Claims pursuant to the Rights Offering shall be deemed null and void, and the associated Rights Offering Purchase Price Proceeds shall be returned to subscribing holders of Eligible Class A6-B Claims in the amounts and manner set forth in the Subscription Documents;

(3) For purposes of calculating the distributions to holders of Allowed Class A6-B Claims pursuant to Section 3.3(e)(ii)(C)(1) above, the rights of holders of Asbestos Personal Injury Claims, the Asbestos Claimants’ Committee and the Future Claimants’ Representative to assert Integrex Asbestos Personal Injury Claims against Integrex shall be preserved; and

(4) For purposes of calculating the distributions to holders of Allowed Class A6-B Claims pursuant to Section 3.3(e)(ii)(C)(1) above, the Asbestos Claimants’ Committee and the Future Claimants’ Representative shall have the right to seek a determination at the Confirmation Hearing that certain or all of the Class A11 Claims should be equitably subordinated or recharacterized.

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Final Distribution.

(E) If Class A5 and Class A6-B both accept the Plan, then on or as soon as reasonably practicable after the Final Distribution Date, each holder of an Allowed Class A6-B Claim shall receive its Pro Rata share of that portion of the Class A6-B Aggregate Distribution remaining in the Disputed Distribution Reserve as of such date.

(F) If either Class A5 or Class A6-B rejects the Plan , then on or as soon as reasonably practicable after the Final Distribution Date, each holder of an Allowed Class A6-B Claim shall receive its Pro Rata share of:

(1) (i) Cash in an amount equal to the Class A6-B Final Distribution Percentage of the Excess Available Cash and (ii) shares of New OCD Common Stock in an aggregate number equal to the Class A6-B Final Distribution Percentage of the Excess New OCD Common Stock (solely to the extent such holder received New OCD Common Stock as part of its initial distribution); and

(2) Cash and New OCD Common Stock in an aggregate amount or number, in each case, equal to the product of (w) the Supplemental Excess Available Cash, the Supplemental Excess New OCD Common Stock (solely to the extent such holder received New OCD Common Stock as part of its initial distribution), respectively, and (x) a fraction, the numerator of which is the total amount of Allowed Claims in Class A6-B, and the denominator of which is the aggregate amount of all Allowed Claims in Classes A4, A5 and A6-B.

(iii) Status

Class A6-B Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class A6-B shall be entitled to vote to accept or reject the Plan.

(f) Class A7: OC Asbestos Personal Injury Claims

(i) Estimated Amount

Solely for purposes of the Plan (but not for Allowance or distribution purposes), the Class A7 Claims shall be estimated at the Class A7 Aggregate Amount.

(ii) Treatment

ALL OC ASBESTOS PERSONAL INJURY CLAIMS SHALL BE CHANNELED TO THE ASBESTOS PERSONAL INJURY TRUST, AND SHALL BE PROCESSED, LIQUIDATED AND PAID PURSUANT TO THE TERMS AND PROVISIONS OF THE ASBESTOS PERSONAL INJURY TRUST DISTRIBUTION PROCEDURES AND THE ASBESTOS PERSONAL INJURY TRUST AGREEMENT. THE ASBESTOS PERSONAL INJURY TRUST SHALL BE FUNDED IN THE MANNER DESCRIBED BELOW. THE SOLE RECOURSE OF THE HOLDER OF AN OC ASBESTOS PERSONAL INJURY CLAIM SHALL BE THE ASBESTOS PERSONAL INJURY TRUST, AND SUCH HOLDER SHALL HAVE NO RIGHT WHATSOEVER AT ANY TIME TO ASSERT ITS CLAIM OR DEMAND AGAINST ANY DEBTOR, REORGANIZED DEBTOR OR PROTECTED PARTY. WITHOUT LIMITING THE FOREGOING, ON THE EFFECTIVE DATE, ALL PERSONS SHALL BE PERMANENTLY AND FOREVER STAYED, RESTRAINED, AND ENJOINED FROM TAKING ANY ENJOINED ACTIONS FOR THE

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PURPOSE OF, DIRECTLY OR INDIRECTLY, COLLECTING, RECOVERING, OR RECEIVING PAYMENT OF, ON, OR WITH RESPECT TO ANY OC ASBESTOS PERSONAL INJURY CLAIM (OTHER THAN ACTIONS BROUGHT TO ENFORCE ANY RIGHT OR OBLIGATION UNDER THE PLAN, ANY EXHIBITS TO THE PLAN, OR ANY OTHER AGREEMENT OR INSTRUMENT BETWEEN THE DEBTORS OR REORGANIZED DEBTORS AND THE ASBESTOS PERSONAL INJURY TRUST, WHICH ACTIONS SHALL BE IN CONFORMITY AND COMPLIANCE WITH THE PROVISIONS HEREOF).

Nothing contained in this Section 3.3(f) shall constitute or be deemed a waiver of any claim, right, or cause of action that the Debtors, the Reorganized Debtors or the Asbestos Personal Injury Trust may have against any other Person in connection with or arising out of a Class A7 Claim, and the injunction shall not apply to the assertion of any such claim, right, or cause of action by the Debtors, the Reorganized Debtors, or the Asbestos Personal Injury Trust.

(iii) Funding of the OC Sub-Account

(A) If Class A5 accepts the Plan, then:

(1) on the Effective Date, the Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account: (i) $1.25 billion in Cash; (ii) the OC Asbestos Personal Injury Liability Insurance Assets; (iii) the OCD Insurance Escrow; and (iv) the right to receive settlement payments due under the AIG Settlement Agreement and the Affiliated FM Settlement Agreement as provided for therein;

(2) on the Effective Date, Reorganized OCD shall execute and deliver the Contingent Note to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account, and Reorganized OCD’s obligations under the Contingent Note shall be secured by fifty-one percent (51%) of the voting stock of one or more Subsidiaries of Reorganized OCD as determined by the Debtors, the Asbestos Claimants’ Committee, the Future Claimants’ Representative and the Backstop Providers to be appropriate to comply with 11 U.S.C. § 524(g)(2)(B)(i)(III), pursuant to the terms of the Trust Stock Pledge; and

(3) on the Effective Date, Reorganized OCD shall authorize and provide for the reservation in treasury of the Reserved New OCD Shares pursuant to the Amended and Restated Certificate of Incorporation of Reorganized OCD and related documents.

(B) If Class A5 rejects the Plan, then:

(1) on the Effective Date, the Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account: (i) $1.25 billion in Cash; (ii) the OC Asbestos Personal Injury Liability Insurance Assets; (iii) the OCD Insurance Escrow; and (iv) the right to receive settlement payments due under the AIG Settlement Agreement and the Affiliated FM Settlement Agreement as provided for therein;

(2) on the Effective Date, Reorganized OCD shall execute and deliver the Trust Promissory Note to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account, and Reorganized OCD’s obligations under the Trust Promissory Note shall be secured by fifty-one percent (51%) of the voting stock of one or more Subsidiaries of Reorganized OCD as determined by the Debtors, the Asbestos Claimants’ Committee, the Future Claimants’ Representative and the Backstop Providers to be appropriate to comply with 11 U.S.C. § 524(g)(2)(B)(i)(III), pursuant to the terms of the Trust Stock Pledge;

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(3) on the Effective Date, Reorganized OCD shall authorize and provide for the reservation in treasury of the Reserved New OCD Shares pursuant to the Amended and Restated Certificate of Incorporation of Reorganized OCD and related documents;

(4) on the Initial Distribution Date, or as soon as practicable thereafter, the Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account a number of shares of New OCD Common Stock equal to (A) the New OCD Common Stock component of that portion of the Combined OCD Distribution Package equal to the product of (x) the Class A7 Initial Distribution Percentage and (y) the Combined OCD Distribution Package, less (B) 98.2 million shares of New OCD Common Stock; provided, however, that notwithstanding the date on which any distribution of New OCD Common Stock is actually made to the Asbestos Personal Injury Trust, the Asbestos Personal Injury Trust shall be deemed to have the rights and benefits of a holder of such New OCD Common Stock as if it were distributed as of the Effective Date.

(C) If Class A5 rejects the Plan, then on or as soon as reasonably practicable after the Final Distribution Date, the Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account the following: (i) Cash in an amount equal to the Class A7 Final Distribution Percentage of Excess Available Cash and (ii) shares of New OCD Common Stock in an aggregate number equal to the Class A7 Final Distribution Percentage of the Excess New OCD Common Stock.

(D) Regardless of whether Class A5 accepts or rejects the Plan, on the Effective Date, or as soon as practicable thereafter, the Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust those defenses, cross-claims, offsets, and recoupments, as well as rights of indemnification, contribution, subrogation, and similar rights described in Section 1.4(b) of the Asbestos Personal Injury Trust Agreement.

(E) Notwithstanding anything to the contrary herein, and regardless of whether Class A5 accepts or rejects the Plan, the FB/OC Asbestos Settlement Payment shall be made to the FB Sub-Account from the distribution made, or otherwise entitled to be made, to the OC Sub-Account pursuant to Section 3.3(f)(iii)(A) or Section 3.3(f)(iii)(B) above, as may be applicable.

(iv) Status

Class A7 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class A7 shall be entitled to vote to accept or reject the Plan.

(g) Class A10: OCD Intercompany Claims

(i) Allowance

All material issues regarding Class A10 Claims that are not resolved among the Plan Proponents or otherwise prior to the Confirmation Hearing, shall be determined by the Court at the Confirmation Hearing.

(ii) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class A10 Claim, on, or as soon as reasonably practicable after, the Initial Distribution Date, each holder of an Allowed Class A10 Claim shall be credited with value equal to such holder’s Pro Rata share of the Class A10 Distribution Amount.

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(iii) Status

Class A10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class A10 shall be entitled to vote to accept or reject the Plan.

(h) Class A11: OCD Subordinated Claims

(i) Allowance

Subject to Sections 3.3(c)(ii)(B)(4) and 3.3(e)(ii)(B)(4) above, the Class A11 Claims related to the MIPS Claims and Interests and the OCFBV Class A11 Claim shall be Allowed in the amounts of approximately $253.2 million and $23.3 million, respectively. All material issues regarding any other asserted Class A11 Claims that are not resolved among the Plan Proponents or otherwise prior to the Confirmation Hearing (including any issues regarding the distributions on account of such asserted Class A11 Claims) shall be determined by the Court at the Confirmation Hearing.

(ii) Treatment

(A) If each of Classes A5, A6-A, A6-B, A7, A10 and A11 accepts the Plan, then:

(1) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A11 Claim, on, or as soon as reasonably practicable after the Effective Date, but no later than the Initial Distribution Date, each holder of an Allowed Class A11 Claim (other than any Affiliate of OCD, including, without limitation, Owens-Corning Capital L.L.C.) shall receive such holder’s Pro Rata share of the Class A11 Warrants;

(2) on or before the later to occur of (i) the sixtieth (60th) day after the first Business Day on which each of the FAIR Act Conditions shall have been satisfied, and (ii) the sixtieth (60th) day after the Initial Distribution Date, each holder of an Allowed Class A11 Claim (other than any Affiliate of OCD, including, without limitation, Owens-Corning Capital L.L.C.) shall have the right to exchange without cost such holder’s Class A11 Warrants for such holder’s Pro Rata share of 6.142% of the fully-diluted New OCD Common Stock, assuming the exchange of all Class A11 Warrants and Class A12-A Warrants for New OCD Common Stock, but exclusive of any options issued to the management of Reorganized OCD (and restricted shares and options reserved for future issuance to management) pursuant to the Management and Director Arrangements or otherwise;

(3) each holder of an Allowed Class A11 Claim (other than any Affiliate of OCD, including, without limitation, Owens-Corning Capital L.L.C.) shall be entitled to receive and retain the distributions set forth in this Section 3.3(h)(ii)(A) notwithstanding any subordination provisions in the applicable agreements or instruments subordinating such Claims, and each holder of a Claim against or Interest in OCD shall be deemed to have waived and released all contractual, legal and equitable rights and claims, if any, to such distributions or to subordinate or recharacterize any of the Allowed Class A11 Claims, whether such rights and claims arise under such subordination provisions, Section 510 of the Bankruptcy Code or otherwise;

(4) for the avoidance of doubt, the term “Pro Rata” as used in this Section 3.3(h)(ii)(A) shall not include any Class A11 Claims held by Affiliates of OCD (including, without limitation, Owens-Corning Capital L.L.C.); and

(5) on, or as soon as reasonably practicable after, the Effective Date, the trustees in respect of the Class A11 Claims shall be paid Cash in the amount of their reasonable fees and expenses, including attorneys’ fees, without any corresponding reduction in the distributions to holders of Allowed Class A11 Claims under the Plan.

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(B) If any of Classes A5, A6-A, A6-B, A7, A10 or A11 rejects the Plan, then holders of Allowed Class A11 Claims shall not receive the distributions set forth in Section 3.3(h)(ii)(A) above, and, subject to Sections 3.3(c)(ii)(B)(4) and 3.3(e)(ii)(C)(4) above, any and all distributions which otherwise would have been made to holders of Allowed Claims in Class A11 had such Claims not been subordinated in accordance with the applicable agreements or instruments subordinating such Claims shall be, and shall be deemed to be, paid or issued to the holders of Allowed Claims in Classes A4, A5 and/or A6-B in accordance with the distribution procedures for such Classes in Sections 3.3(b)(ii), 3.3(c)(ii) and 3.3(e)(ii), respectively.

(iii) Status

Class A11 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class A11 shall be entitled to vote to accept or reject the Plan.

(i) Class A12-A: Existing OCD Common Stock

(i) Treatment

(A) If each of Classes A5, A6-A, A6-B, A7, A10, A11 and A12-A accepts the Plan, then:

(1) in full satisfaction, release and discharge of, and in exchange for, its Existing OCD Common Stock, on, or as soon as reasonably practicable after the Effective Date, but no later than the Initial Distribution Date, each holder of Existing OCD Common Stock shall receive such holder’s Pro Rata share of the Class A12-A Warrants.

(2) on or before the later to occur of (i) the sixtieth (60th) day after the first Business Day on which each of the FAIR Act Conditions shall have been satisfied, and (ii) the sixtieth (60th) day after the Initial Distribution Date, each holder of Existing OCD Common Stock shall have the right to exchange without cost such holder’s Class A12-A Warrants for such holder’s Pro Rata share of fourteen and three-quarters percent (14.75%) of the fully-diluted New OCD Common Stock, assuming the exchange of all Class A11 Warrants and Class A12-A Warrants for New OCD Common Stock, but exclusive of any options issued to the management of Reorganized OCD (and restricted shares and options reserved for future issuance to management) pursuant to the Management and Director Arrangements or otherwise.

(B) If any of Classes A5, A6-A, A6-B, A7, A10, A11 or A12-A rejects the Plan, then no holder of Existing OCD Common Stock shall be entitled to, or shall receive or retain, any property or interest in property on account of such Existing OCD Common Stock.

(ii) Status

Class A12-A Interests are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Interests in Class A12-A shall be entitled to vote to accept or reject the Plan.

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(j) Class A12-B: OCD Interests Other Than Existing OCD Common Stock

(i) Treatment

On the Effective Date, all of the Class A12-B Interests outstanding as of the Effective Date shall be deemed cancelled and extinguished. No holder thereof shall be entitled to, or shall receive or retain, any property or interest in property on account of such Class A12-B Interests.

(ii) Status

Class A12-B Interests are Impaired. The holders of the Interests in Class A12-B are deemed to have rejected the Plan and, accordingly, are not entitled to vote to accept or reject the Plan.

3.4 Fibreboard (Classes B1 through B12)

(a) Class B3: Fibreboard Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class B3 Claim becomes an Allowed Class B3 Claim, or (iii) the date on which such Class B3 Claim becomes due and payable pursuant to any agreement between Fibreboard and a holder of a Class B3 Claim, each holder of an Allowed Class B3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class B3 Claim (a) Cash equal to the amount of such Allowed Class B3 Claim or (b) such other treatment as Fibreboard and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class B6 or Class B9 that desires treatment of such Claim as a Fibreboard Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class B3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class B3 shall be entitled to vote to accept or reject the Plan.

(b) Class B4: Fibreboard Bank Holders Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class B4 Claim, each holder of an Allowed Class B4 Claim shall receive the treatment set forth in Section 3.3(b)(ii) above; provided, however, that, solely for purposes of calculating distributions to other holders of Claims against and Interests in Fibreboard, an amount equal to the Class B4 Distribution Amount shall be, and shall be deemed to be, distributable to the Bank Holders on the Initial Distribution Date on account of their Allowed Class B4 Claims.

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(ii) Status

To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class B4 shall be entitled to vote to accept or reject the Plan (consistent with the Voting Procedures, the Debtors take the position that Class B4 is Unimpaired under the Plan).

(c) Class B6: Fibreboard General Unsecured Claims

(i) Treatment

If Class B6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class B6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class B6 Claim becomes an Allowed Class B6 Claim, and (iii) the date on which such Class B6 Claim becomes due and payable pursuant to any agreement between Fibreboard and a holder of a Class B6 Claim, each holder of an Allowed Class B6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class B6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class B6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof; provided further, however, that notwithstanding anything to the contrary herein, holders of Allowed Class B6 Claims which are FB Asbestos Property Damage Claims, if any, shall be paid first from any applicable insurance.

If Class B6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class B6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class B6 Claim becomes an Allowed Class B6 Claim, and (iii) the date on which such Class B6 Claim becomes due and payable pursuant to any agreement between Fibreboard and a holder of a Class B6 Claim, each holder of an Allowed Class B6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class B6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof; provided further, however, that notwithstanding anything to the contrary herein, holders of Allowed Class B6 Claims which are FB Asbestos Property Damage Claims, if any, shall be paid first from any applicable insurance.

(ii) Status

Class B6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class B6 shall be entitled to vote to accept or reject the Plan.

(d) Class B8: FB Asbestos Personal Injury Claims

(i) Estimated Amount

Solely for purposes of the Plan (but not for Allowance or distribution purposes), the Class B8 Claims shall be estimated at the Class B8 Aggregate Amount.

(ii) Treatment

ALL FB ASBESTOS PERSONAL INJURY CLAIMS SHALL BE CHANNELED TO THE ASBESTOS PERSONAL INJURY TRUST, AND SHALL BE PROCESSED, LIQUIDATED AND PAID PURSUANT TO THE TERMS AND PROVISIONS OF THE ASBESTOS PERSONAL

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INJURY TRUST DISTRIBUTION PROCEDURES AND THE ASBESTOS PERSONAL INJURY TRUST AGREEMENT. THE ASBESTOS PERSONAL INJURY TRUST SHALL BE FUNDED IN THE MANNER DESCRIBED BELOW. THE SOLE RECOURSE OF THE HOLDER OF AN FB ASBESTOS PERSONAL INJURY CLAIM SHALL BE THE ASBESTOS PERSONAL INJURY TRUST AND SUCH HOLDER SHALL HAVE NO RIGHT WHATSOEVER AT ANY TIME TO ASSERT ITS CLAIM OR DEMAND AGAINST ANY DEBTOR, REORGANIZED DEBTOR OR PROTECTED PARTY. WITHOUT LIMITING THE FOREGOING, ON THE EFFECTIVE DATE, ALL PERSONS SHALL BE PERMANENTLY AND FOREVER STAYED, RESTRAINED, AND ENJOINED FROM TAKING ANY ENJOINED ACTIONS FOR THE PURPOSE OF, DIRECTLY OR INDIRECTLY, COLLECTING, RECOVERING, OR RECEIVING PAYMENT OF, ON, OR WITH RESPECT TO ANY FB ASBESTOS PERSONAL INJURY CLAIM (OTHER THAN ACTIONS BROUGHT TO ENFORCE ANY RIGHT OR OBLIGATION UNDER THE PLAN, ANY EXHIBITS TO THE PLAN, OR ANY OTHER AGREEMENT OR INSTRUMENT BETWEEN THE DEBTORS OR REORGANIZED DEBTORS AND THE ASBESTOS PERSONAL INJURY TRUST, WHICH ACTIONS SHALL BE IN CONFORMITY AND COMPLIANCE WITH THE PROVISIONS HEREOF).

Nothing contained in this Section 3.4(d) shall constitute or be deemed a waiver of any claim, right, or cause of action that the Debtors, the Reorganized Debtors or the Asbestos Personal Injury Trust may have against any other Person in connection with or arising out of a Class B8 Claim, and the injunction shall not apply to the assertion of any such claim, right, or cause of action by the Debtors, the Reorganized Debtors, or the Asbestos Personal Injury Trust.

(iii) Funding of the FB Sub-Account

On the Effective Date, the Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust for allocation to the FB Sub-Account the following: (i) the Committed Claims Account; (ii) the FB Sub-Account Settlement Payment; and (iii) those defenses, cross-claims, offsets, and recoupments, as well as rights of indemnification, contribution, subrogation, and similar rights described in Section 1.4(b) of the Asbestos Personal Injury Trust Agreement. In addition, on or after the Effective Date, the FB/OC Asbestos Settlement Payment shall be made to the FB Sub-Account pursuant to Section 3.3(f)(iii)(E) above.

The Reorganized Debtors will, or will use all commercially reasonable efforts to, cause the trustee of the Fibreboard Insurance Settlement Trust to irrevocably transfer and assign the Existing Fibreboard Insurance Settlement Trust Assets to the Asbestos Personal Injury Trust, for allocation to the FB Sub-Account, on the Effective Date or as soon as practicable thereafter.

The Reorganized Debtors will also execute and deliver, or will use all commercially reasonable efforts to cause the trustee of the Fibreboard Insurance Settlement Trust to execute and deliver, to the Asbestos Personal Injury Trust such documents as the Asbestos Personal Injury Trustees reasonably request in connection with the transfer and assignment of the Existing Fibreboard Insurance Settlement Trust Assets.

(iv) Status

Class B8 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class B8 shall be entitled to vote to accept or reject the Plan.

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(e) Class B10: Fibreboard Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class B10 Claim, each holder of an Allowed Class B10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class B10 Claim (excluding post-petition interest).

(ii) Status

Class B10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class B10 shall be entitled to vote to accept or reject the Plan.

(f) Class B12: Fibreboard Interests

(i) Treatment

Each holder of an Allowed Interest in Class B12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class B12 is Unimpaired and holders of Class B12 Interests are thus not entitled to vote to accept or reject the Plan.

3.5 ESI (Classes C1 through C12)

(a) Class C3: ESI Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class C3 Claim becomes an Allowed Class C3 Claim, or (iii) the date on which such Class C3 Claim becomes due and payable pursuant to any agreement between ESI and a holder of a Class C3 Claim, each holder of an Allowed Class C3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class C3 Claim (a) Cash equal to the amount of such Allowed Class C3 Claim or (b) such other treatment as ESI and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class C6 that desires treatment of such Claim as an ESI Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class C3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class C3 shall be entitled to vote to accept or reject the Plan.

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(b) Class C4: ESI Bank Holders Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class C4 Claim, each holder of an Allowed Class C4 Claim shall receive the treatment set forth in Section 3.3(b)(ii) above; provided, however, that, solely for purposes of calculating distributions to other holders of Claims against and Interests in ESI, an amount equal to the Class C4 Distribution Amount shall be, and shall be deemed to be, distributable to the Bank Holders on the Initial Distribution Date on account of their Allowed Class C4 Claims.

(ii) Status

To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class C4 shall be entitled to vote to accept or reject the Plan (consistent with the Voting Procedures, the Debtors take the position that Class C4 is Unimpaired under the Plan).

(c) Class C6: ESI General Unsecured Claims

(i) Treatment

If Class C6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class C6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class C6 Claim becomes an Allowed Class C6 Claim, and (iii) the date on which such Class C6 Claim becomes due and payable pursuant to any agreement between ESI and a holder of a Class C6 Claim, each holder of an Allowed Class C6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class C6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class C6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class C6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class C6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class C6 Claim becomes an Allowed Class C6 Claim, and (iii) the date on which such Class C6 Claim becomes due and payable pursuant to any agreement between ESI and a holder of a Class C6 Claim, each holder of an Allowed Class C6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class C6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

(ii) Status

Class C6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class C6 shall be entitled to vote to accept or reject the Plan.

(d) Class C10: ESI Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class C10 Claim, each holder of an Allowed Class C10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class C10 Claim (excluding post-petition interest).

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(ii) Status

Class C10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class C10 shall be entitled to vote to accept or reject the Plan.

(e) Class C12: ESI Interests

(i) Treatment

Each holder of an Allowed Interest in Class C12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class C12 is Unimpaired and holders of Class C12 Interests are thus not entitled to vote to accept or reject the Plan.

3.6 Vytec (Classes D1 through D12) ⁸

(a) Class D3: Vytec Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class D3 Claim becomes an Allowed Class D3 Claim, or (iii) the date on which such Class D3 Claim becomes due and payable pursuant to any agreement between Vytec and a holder of a Class D3 Claim, each holder of an Allowed Class D3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class D3 Claim (a) Cash equal to the amount of such Allowed Class D3 Claim or (b) such other treatment as Vytec and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class D6 that desires treatment of such Claim as an Vytec Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

⁸ The Vytec treatment provisions described herein are presently for illustrative purposes, and shall only apply in the event that Vytec files for bankruptcy prior to the Confirmation Hearing.

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(iii) Status

Class D3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class D3 shall be entitled to vote to accept or reject the Plan.

(b) Class D4: Vytec Bank Holders Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class D4 Claim, each holder of an Allowed Class D4 Claim shall receive the treatment set forth in Section 3.3(b)(ii) above; provided, however, that, solely for purposes of calculating distributions to other holders of Claims against and Interests in Vytec, an amount equal to the Class D4 Distribution Amount shall be, and shall be deemed to be, distributable to the Bank Holders on the Initial Distribution Date on account of their Allowed Class D4 Claims.

(ii) Status

To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class D4 shall be entitled to vote to accept or reject the Plan (consistent with the Voting Procedures, the Debtors take the position that Class D4 is Unimpaired under the Plan).

(c) Class D6: Vytec General Unsecured Claims

(i) Treatment

If Class D6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class D6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class D6 Claim becomes an Allowed Class D6 Claim, and (iii) the date on which such Class D6 Claim becomes due and payable pursuant to any agreement between Vytec and a holder of a Class D6 Claim, each holder of an Allowed Class D6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class D6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate⁹; provided, however, that distributions with respect to Class D6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class D6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class D6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class D6 Claim becomes an Allowed Class D6 Claim, and (iii) the date on which such Class D6 Claim becomes due and payable pursuant to any agreement between Vytec and a holder of a Class D6 Claim, each holder of an Allowed Class D6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class D6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

⁹ In the event that Vytec files a Chapter 11 case prior to the Confirmation Hearing, the Debtors and Vytec reserve the right, to the extent the Debtors and Vytec then deem appropriate, to file a motion as promptly after Vytec’s petition date as practicable seeking the payment of any outstanding pre-petition amounts owing to Vytec’s critical trade vendors.

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(ii) Status

Class D6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class D6 shall be entitled to vote to accept or reject the Plan.

(d) Class D10: Vytec Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class D10 Claim, each holder of an Allowed Class D10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class D10 Claim (excluding post-petition interest).

(ii) Status

Class D10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class D10 shall be entitled to vote to accept or reject the Plan.

(e) Class D12: Vytec Interests

(i) Treatment

Each holder of an Allowed Interest in Class D12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class D12 is Unimpaired and holders of Class D12 Interests are thus not entitled to vote to accept or reject the Plan.

3.7 Soltech (Classes E1 through E12)

(a) Class E3: Soltech Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class E3 Claim becomes an Allowed Class E3 Claim, or (iii) the date on which such Class E3 Claim becomes due and payable pursuant to any agreement between Soltech and a holder of a Class E3 Claim, each holder of an Allowed Class E3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class E3 Claim (a) Cash equal to the amount of such Allowed Class E3 Claim or (b) such other treatment as Soltech and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class E6 that desires treatment of such Claim as a Soltech Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

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(iii) Status

Class E3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class E3 shall be entitled to vote to accept or reject the Plan.

(b) Class E4: Soltech Bank Holders Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class E4 Claim, each holder of an Allowed Class E4 Claim shall receive the treatment set forth in Section 3.3(b)(ii) above; provided, however, that, solely for purposes of calculating distributions to other holders of Claims against and Interests in Soltech, an amount equal to the Class E4 Distribution Amount shall be, and shall be deemed to be, distributable to the Bank Holders on the Initial Distribution Date on account of their Allowed Class E4 Claims.

(ii) Status

To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class E4 shall be entitled to vote to accept or reject the Plan (consistent with the Voting Procedures, the Debtors take the position that Class E4 is Unimpaired under the Plan).

(c) Class E6: Soltech General Unsecured Claims

(i) Treatment

If Class E6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class E6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class E6 Claim becomes an Allowed Class E6 Claim, and (iii) the date on which such Class E6 Claim becomes due and payable pursuant to any agreement between Soltech and a holder of a Class E6 Claim, each holder of an Allowed Class E6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class E6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class E6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class E6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class E6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class E6 Claim becomes an Allowed Class E6 Claim, and (iii) the date on which such Class E6 Claim becomes due and payable pursuant to any agreement between Soltech and a holder of a Class E6 Claim, each holder of an Allowed Class E6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class E6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

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(ii) Status

Class E6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class E6 shall be entitled to vote to accept or reject the Plan.

(d) Class E10: Soltech Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class E10 Claim, each holder of an Allowed Class E10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class E10 Claim (excluding post-petition interest)

(ii) Status

Class E10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class E10 shall be entitled to vote to accept or reject the Plan.

(e) Class E12: Soltech Interests

(i) Treatment

Each holder of an Allowed Interest in Class E12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class E12 is Unimpaired and holders of Class E12 Interests are thus not entitled to vote to accept or reject the Plan.

3.8 OCFT (Classes F1 through F12)

(a) Class F3: OCFT Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class F3 Claim becomes an Allowed Class F3 Claim, or (iii) the date on which such Class F3 Claim becomes due and payable pursuant to any agreement between OCFT and a holder of a Class F3 Claim, each holder of an Allowed Class F3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class F3 Claim (a) Cash equal to the amount of such Allowed Class F3 Claim or (b) such other treatment as OCFT and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class F6 that desires treatment of such Claim as an OCFT Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

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(iii) Status

Class F3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class F3 shall be entitled to vote to accept or reject the Plan.

(b) Class F4: OCFT Bank Holders Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class F4 Claim, each holder of an Allowed Class F4 Claim shall receive the treatment set forth in Section 3.3(b)(ii) above; provided, however, that, solely for purposes of calculating distributions to other holders of Claims against and Interests in OCFT, an amount equal to the Class F4 Distribution Amount shall be, and shall be deemed to be, distributable to the Bank Holders on the Initial Distribution Date on account of their Allowed Class F4 Claims.

(ii) Status

To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class F4 shall be entitled to vote to accept or reject the Plan (consistent with the Voting Procedures, the Debtors take the position that Class F4 is Unimpaired under the Plan).

(c) Class F6: OCFT General Unsecured Claims

(i) Treatment

If Class F6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class F6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class F6 Claim becomes an Allowed Class F6 Claim, and (iii) the date on which such Class F6 Claim becomes due and payable pursuant to any agreement between OCFT and a holder of a Class F6 Claim, each holder of an Allowed Class F6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class F6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class F6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class F6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class F6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class F6 Claim becomes an Allowed Class F6 Claim, and (iii) the date on which such Class F6 Claim becomes due and payable pursuant to any agreement between OCFT and a holder of a Class F6 Claim, each holder of an Allowed Class F6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class F6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

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(ii) Status

Class F6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class F6 shall be entitled to vote to accept or reject the Plan.

(d) Class F10: OCFT Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class F10 Claim, each holder of an Allowed Class F10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class F10 Claim (excluding post-petition interest).

(ii) Status

Class F10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class F10 shall be entitled to vote to accept or reject the Plan.

(e) Class F12: OCFT Interests

(i) Treatment

Each holder of an Allowed Interest in Class F12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class F12 is Unimpaired and holders of Class F12 Interests are thus not entitled to vote to accept or reject the Plan.

3.9 OC Sweden (Classes G1 through G12)¹⁰

(a) Class G3: OC Sweden Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class G3 Claim becomes an Allowed Class G3 Claim, or (iii) the date on which such Class G3 Claim becomes due and payable pursuant to any agreement between OC Sweden and a holder of a Class G3 Claim, each holder of an Allowed Class G3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class G3 Claim (a) Cash equal to the amount of such Allowed Class G3 Claim or (b) such other treatment as OC Sweden and such holder shall have agreed in writing.

¹⁰ The OC Sweden treatment provisions described herein are presently for illustrative purposes, and shall only apply in the event that OC Sweden files for bankruptcy prior to the Confirmation Hearing.

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(ii) Election

Any holder of a Claim in Class G6 that desires treatment of such Claim as an OC Sweden Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class G3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class G3 shall be entitled to vote to accept or reject the Plan.

(b) Class G4: OC Sweden Bank Holders Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class G4 Claim, each holder of an Allowed Class G4 Claim shall receive the treatment set forth in Section 3.3(b)(ii) above; provided, however, that, solely for purposes of calculating distributions to other holders of Claims against and Interests in OC Sweden, an amount equal to the Class G4 Distribution Amount shall be, and shall be deemed to be, distributable to the Bank Holders on the Initial Distribution Date on account of their Allowed Class G4 Claims.

(ii) Status

To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class G4 shall be entitled to vote to accept or reject the Plan (consistent with the Voting Procedures, the Debtors take the position that Class G4 is Unimpaired under the Plan).

(c) Class G6: OC Sweden General Unsecured Claims

(i) Treatment

If Class G6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class G6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class G6 Claim becomes an Allowed Class G6 Claim, and (iii) the date on which such Class G6 Claim becomes due and payable pursuant to any agreement between OC Sweden and a holder of a Class G6 Claim, each holder of an Allowed Class G6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class G6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class G6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class G6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class G6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class G6 Claim becomes an Allowed Class G6 Claim, and (iii) the date on which such Class G6 Claim becomes due and payable pursuant to any agreement between OC Sweden and a holder of a Class G6 Claim, each holder of an Allowed Class G6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code;

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provided, however, that distributions with respect to Class G6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

(ii) Status

Class G6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class G6 shall be entitled to vote to accept or reject the Plan.

(d) Class G10: OC Sweden Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class G10 Claim, each holder of an Allowed Class G10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class G10 Claim (excluding post-petition interest).

(ii) Status

Class G10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class G10 shall be entitled to vote to accept or reject the Plan.

(e) Class G12: OC Sweden Interests

(i) Treatment

Each holder of an Allowed Interest in Class G12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class G12 is Unimpaired and holders of Class G12 Interests are thus not entitled to vote to accept or reject the Plan.

3.10 IPM (Classes H1 through H12)¹¹

(a) Class H3: IPM Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class H3 Claim becomes an Allowed Class H3 Claim, or (iii) the date on which such Class H3 Claim becomes due and payable pursuant to any agreement between IPM and a holder of a Class H3 Claim, each holder of an Allowed Class H3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class H3 Claim (a) Cash equal to the amount of such Allowed Class H3 Claim or (b) such other treatment as IPM and such holder shall have agreed in writing.

¹¹ The IPM treatment provisions described herein are presently for illustrative purposes, and shall only apply in the event that IPM files for bankruptcy prior to the Confirmation Hearing.

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(ii) Election

Any holder of a Claim in Class H6 that desires treatment of such Claim as an IPM Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class H3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class H3 shall be entitled to vote to accept or reject the Plan.

(b) Class H4: IPM Bank Holders Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class H4 Claim, each holder of an Allowed Class H4 Claim shall receive the treatment set forth in Section 3.3(b)(ii) above; provided, however, that, solely for purposes of calculating distributions to other holders of Claims against and Interests in IPM, an amount equal to the Class H4 Distribution Amount shall be, and shall be deemed to be, distributable to the Bank Holders on the Initial Distribution Date on account of their Allowed Class H4 Claims.

(ii) Status

To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class H4 shall be entitled to vote to accept or reject the Plan (consistent with the Voting Procedures, the Debtors take the position that Class H4 is Unimpaired under the Plan).

(c) Class H6: IPM General Unsecured Claims

(i) Treatment

If Class H6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class H6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class H6 Claim becomes an Allowed Class H6 Claim, and (iii) the date on which such Class H6 Claim becomes due and payable pursuant to any agreement between IPM and a holder of a Class H6 Claim, each holder of an Allowed Class H6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class H6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class H6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class H6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class H6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class H6 Claim becomes an Allowed Class H6 Claim, and

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(iii) the date on which such Class H6 Claim becomes due and payable pursuant to any agreement between IPM and a holder of a Class H6 Claim, each holder of an Allowed Class H6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class H6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

(ii) Status

Class H6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class H6 shall be entitled to vote to accept or reject the Plan.

(d) Class H10: IPM Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class H10 Claim, each holder of an Allowed Class H10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class H10 Claim (excluding post-petition interest).

(ii) Status

Class H10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class H10 shall be entitled to vote to accept or reject the Plan.

(e) Class H12: IPM Interests

(i) Treatment

Each holder of an Allowed Interest in Class H12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class H12 is Unimpaired and holders of Class H12 Interests are thus not entitled to vote to accept or reject the Plan.

3.11 Integrex (Classes I1 through I12)

(a) Class I3: Integrex Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class I3 Claim becomes an Allowed Class I3 Claim, or (iii) the date on which such Class I3 Claim becomes due and payable pursuant to any agreement between Integrex and a holder of a Class I3 Claim, each holder of an Allowed Class I3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class I3 Claim (a) Cash equal to the amount of such Allowed Class I3 Claim or (b) such other treatment as Integrex and such holder shall have agreed in writing.

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(ii) Election

Any holder of a Claim in Class I6 that desires treatment of such Claim as an Integrex Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class I3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class I3 shall be entitled to vote to accept or reject the Plan.

(b) Class I4: Integrex Bank Holders Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class I4 Claim, each holder of an Allowed Class I4 Claim shall receive the treatment set forth in Section 3.3(b)(ii) above; provided, however, that, solely for purposes of calculating distributions to other holders of Claims against and Interests in Integrex, an amount equal to the Class I4 Distribution Amount shall be, and shall be deemed to be, distributable to the Bank Holders on the Initial Distribution Date on account of their Allowed Class I4 Claims.

(ii) Status

To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class I4 shall be entitled to vote to accept or reject the Plan (consistent with the Voting Procedures, the Debtors take the position that Class I4 is Unimpaired under the Plan).

(c) Class I6: Integrex General Unsecured Claims

(i) Treatment

If Class I6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class I6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class I6 Claim becomes an Allowed Class I6 Claim, and (iii) the date on which such Class I6 Claim becomes due and payable pursuant to any agreement between Integrex and a holder of a Class I6 Claim, each holder of an Allowed Class I6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class I6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class I6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class I6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class I6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class I6 Claim becomes an Allowed Class I6 Claim, and (iii) the date on which such Class I6 Claim becomes due and payable pursuant to any agreement between Integrex and a holder of a Class I6 Claim, each holder of an Allowed Class I6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class I6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

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(ii) Status

Class I6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class I6 shall be entitled to vote to accept or reject the Plan.

(d) Class I7: Integrex Asbestos Personal Injury Claims

(i) Treatment

In the event that Class A5 or Class A6-B rejects the Plan and the Bankruptcy Court determines that holders of Class I7 Claims have Allowed Claims against Integrex under the Contribution Agreement or on account of any related successor liability, veil-piercing or related claims, then on the Effective Date, or as soon as practicable thereafter, the Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account Cash (if any) with an aggregate value as of the Effective Date equal to the amount of such Allowed Class I7 Claim (if any).

(ii) Status

Class I7 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class I7 shall be entitled to vote to accept or reject the Plan.

(e) Class I10: Integrex Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class I10 Claim, each holder of an Allowed Class I10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class I10 Claim (excluding post-petition interest).

(ii) Status

Class I10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class I10 shall be entitled to vote to accept or reject the Plan.

(f) Class I12: Integrex Interests

(i) Treatment

On the Effective Date, all of the Class I12 Interests outstanding as of the Effective Date shall be deemed cancelled and extinguished. No holder thereof shall be entitled to, or shall receive or retain, any property or interest in property on account of such Class I12 Interests.

(ii) Status

Class I12 Interests are Impaired. The holders of the Interests in Class I12 are deemed to have rejected the Plan and, accordingly, are not entitled to vote to accept or reject the Plan.

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3.12 CDC (Classes J1 through J12)

(a) Class J3: CDC Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class J3 Claim becomes an Allowed Class J3 Claim, or (iii) the date on which such Class J3 Claim becomes due and payable pursuant to any agreement between CDC and a holder of a Class J3 Claim, each holder of an Allowed Class J3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class J3 Claim (a) Cash equal to the amount of such Allowed Class J3 Claim or (b) such other treatment as CDC and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class J6 that desires treatment of such Claim as a CDC Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class J3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class J3 shall be entitled to vote to accept or reject the Plan.

(b) Class J6: CDC General Unsecured Claims

(i) Treatment

If Class J6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class J6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class J6 Claim becomes an Allowed Class J6 Claim, and (iii) the date on which such Class J6 Claim becomes due and payable pursuant to any agreement between CDC and a holder of a Class J6 Claim, each holder of an Allowed Class J6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class J6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class J6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class J6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class J6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class J6 Claim becomes an Allowed Class J6 Claim, and (iii) the date on which such Class J6 Claim becomes due and payable pursuant to any agreement between CDC and a holder of a Class J6 Claim, each holder of an Allowed Class J6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class J6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

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(ii) Status

Class J6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class J6 shall be entitled to vote to accept or reject the Plan.

(c) Class J10: CDC Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class J10 Claim, each holder of an Allowed Class J10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class J10 Claim (excluding post-petition interest).

(ii) Status

Class J10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class J10 shall be entitled to vote to accept or reject the Plan.

(d) Class J12: CDC Interests

(i) Treatment

Each holder of an Allowed Interest in Class J12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class J12 is Unimpaired and holders of Class J12 Interests are thus not entitled to vote to accept or reject the Plan.

3.13 OCHT (Classes K1 through K12)

(a) Class K3: OCHT Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class K3 Claim becomes an Allowed Class K3 Claim, or (iii) the date on which such Class K3 Claim becomes due and payable pursuant to any agreement between OCHT and a holder of a Class K3 Claim, each holder of an Allowed Class K3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class K3 Claim (a) Cash equal to the amount of such Allowed Class K3 Claim or (b) such other treatment as OCHT and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class K6 that desires treatment of such Claim as a OCHT Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

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(iii) Status

Class K3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class K3 shall be entitled to vote to accept or reject the Plan.

(b) Class K6: OCHT General Unsecured Claims

(i) Treatment

If Class K6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class K6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class K6 Claim becomes an Allowed Class K6 Claim, and (iii) the date on which such Class K6 Claim becomes due and payable pursuant to any agreement between OCHT and a holder of a Class K6 Claim, each holder of an Allowed Class K6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class K6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class K6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class K6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class K6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class K6 Claim becomes an Allowed Class K6 Claim, and (iii) the date on which such Class K6 Claim becomes due and payable pursuant to any agreement between OCHT and a holder of a Class K6 Claim, each holder of an Allowed Class K6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class K6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

(ii) Status

Class K6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class K6 shall be entitled to vote to accept or reject the Plan.

(c) Class K10: OCHT Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class K10 Claim, each holder of an Allowed Class K10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class K10 Claim (excluding post-petition interest).

(ii) Status

Class K10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class K10 shall be entitled to vote to accept or reject the Plan.

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(d) Class K12: OCHT Interests

(i) Treatment

Each holder of an Allowed Interest in Class K12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class K12 is Unimpaired and holders of Class K12 Interests are thus not entitled to vote to accept or reject the Plan.

3.14 OC Remodeling (Classes L1 through L12)

(a) Class L3: OC Remodeling Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class L3 Claim becomes an Allowed Class L3 Claim, or (iii) the date on which such Class L3 Claim becomes due and payable pursuant to any agreement between OC Remodeling and a holder of a Class L3 Claim, each holder of an Allowed Class L3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class L3 Claim (a) Cash equal to the amount of such Allowed Class L3 Claim or (b) such other treatment as OC Remodeling and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class L6 that desires treatment of such Claim as a OC Remodeling Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class L3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class L3 shall be entitled to vote to accept or reject the Plan.

(b) Class L6: OC Remodeling General Unsecured Claims

(i) Treatment

If Class L6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class L6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class L6 Claim becomes an Allowed Class L6 Claim, and (iii) the date on which such Class L6 Claim becomes due and payable pursuant to any agreement between OC Remodeling and a holder of a Class L6 Claim, each holder of an Allowed Class L6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class L6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class L6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

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If Class L6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class L6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class L6 Claim becomes an Allowed Class L6 Claim, and (iii) the date on which such Class L6 Claim becomes due and payable pursuant to any agreement between OC Remodeling and a holder of a Class L6 Claim, each holder of an Allowed Class L6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class L6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

(ii) Status

Class L6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class L6 shall be entitled to vote to accept or reject the Plan.

(c) Class L10: OC Remodeling Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class L10 Claim, each holder of an Allowed Class L10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class L10 Claim (excluding post-petition interest).

(ii) Status

Class L10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class L10 shall be entitled to vote to accept or reject the Plan.

(d) Class L12: OC Remodeling Interests

(i) Treatment

Each holder of an Allowed Interest in Class L12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class L12 is Unimpaired and holders of Class L12 Interests are thus not entitled to vote to accept or reject the Plan.

3.15 Engineered Yarns (Classes M1 through M12)

(a) Class M3: Engineered Yarns Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class M3 Claim becomes an Allowed Class M3 Claim, or (iii) the date on which such Class M3 Claim becomes due and payable pursuant to any agreement between Engineered Yarns and a holder of a Class M3 Claim, each holder of an Allowed Class M3 Claim shall receive in full satisfaction,

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settlement, release and discharge of and in exchange for such Allowed Class M3 Claim (a) Cash equal to the amount of such Allowed Class M3 Claim or (b) such other treatment as Engineered Yarns and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class M6 that desires treatment of such Claim as an Engineered Yarns Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class M3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class M3 shall be entitled to vote to accept or reject the Plan.

(b) Class M6: Engineered Yarns General Unsecured Claims

(i) Treatment

If Class M6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class M6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class M6 Claim becomes an Allowed Class M6 Claim, and (iii) the date on which such Class M6 Claim becomes due and payable pursuant to any agreement between Engineered Yarns and a holder of a Class M6 Claim, each holder of an Allowed Class M6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class M6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class M6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class M6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class M6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class M6 Claim becomes an Allowed Class M6 Claim, and (iii) the date on which such Class M6 Claim becomes due and payable pursuant to any agreement between Engineered Yarns and a holder of a Class M6 Claim, each holder of an Allowed Class M6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class M6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

(ii) Status

Class M6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class M6 shall be entitled to vote to accept or reject the Plan.

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(c) Class M10: Engineered Yarns Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class M10 Claim, each holder of an Allowed Class M10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class M10 Claim (excluding post-petition interest).

(ii) Status

Class M10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class M10 shall be entitled to vote to accept or reject the Plan.

(d) Class M12: Engineered Yarns Interests

(i) Treatment

Each holder of an Allowed Interest in Class M12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class M12 is Unimpaired and holders of Class M12 Interests are thus not entitled to vote to accept or reject the Plan.

3.16 Falcon Foam (Classes N1 through N12)

(a) Class N3: Falcon Foam Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class N3 Claim becomes an Allowed Class N3 Claim, or (iii) the date on which such Class N3 Claim becomes due and payable pursuant to any agreement between Falcon Foam and a holder of a Class N3 Claim, each holder of an Allowed Class N3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class N3 Claim (a) Cash equal to the amount of such Allowed Class N3 Claim or (b) such other treatment as Falcon Foam and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class N6 that desires treatment of such Claim as a Falcon Foam Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class N3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class N3 shall be entitled to vote to accept or reject the Plan.

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(b) Class N6: Falcon Foam General Unsecured Claims

(i) Treatment

If Class N6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class N6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class N6 Claim becomes an Allowed Class N6 Claim, and (iii) the date on which such Class N6 Claim becomes due and payable pursuant to any agreement between Falcon Foam and a holder of a Class N6 Claim, each holder of an Allowed Class N6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class N6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class N6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class N6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class N6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class N6 Claim becomes an Allowed Class N6 Claim, and (iii) the date on which such Class N6 Claim becomes due and payable pursuant to any agreement between Falcon Foam and a holder of a Class N6 Claim, each holder of an Allowed Class N6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class N6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

(ii) Status

Class N6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class N6 shall be entitled to vote to accept or reject the Plan.

(c) Class N10: Falcon Foam Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class N10 Claim, each holder of an Allowed Class N10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class N10 Claim (excluding post-petition interest).

(ii) Status

Class N10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class N10 shall be entitled to vote to accept or reject the Plan.

(d) Class N12: Falcon Foam Interests

(i) Treatment

Each holder of an Allowed Interest in Class N12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

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(ii) Status

Class N12 is Unimpaired and holders of Class N12 Interests are thus not entitled to vote to accept or reject the Plan.

3.17 HOMExperts (Classes O1 through O12)

(a) Class O3: HOMExperts Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class O3 Claim becomes an Allowed Class O3 Claim, or (iii) the date on which such Class O3 Claim becomes due and payable pursuant to any agreement between HOMExperts and a holder of a Class O3 Claim, each holder of an Allowed Class O3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class O3 Claim (a) Cash equal to the amount of such Allowed Class O3 Claim or (b) such other treatment as HOMExperts and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class O6 that desires treatment of such Claim as a HOMExperts Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class O3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class O3 shall be entitled to vote to accept or reject the Plan.

(b) Class O6: HOMExperts General Unsecured Claims

(i) Treatment

If Class O6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class O6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class O6 Claim becomes an Allowed Class O6 Claim, and (iii) the date on which such Class O6 Claim becomes due and payable pursuant to any agreement between HOMExperts and a holder of a Class O6 Claim, each holder of an Allowed Class O6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class O6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class O6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class O6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class O6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class O6 Claim becomes an Allowed Class O6 Claim, and (iii) the date on which such Class O6 Claim becomes due and payable pursuant to any agreement between

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HOMExperts and a holder of a Class O6 Claim, each holder of an Allowed Class O6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class O6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

(ii) Status

Class O6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class O6 shall be entitled to vote to accept or reject the Plan.

(c) Class O10: HOMExperts Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class O10 Claim, each holder of an Allowed Class O10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class O10 Claim (excluding post-petition interest).

(ii) Status

Class O10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class O10 shall be entitled to vote to accept or reject the Plan.

(d) Class O12: HOMExperts Interests

(i) Treatment

Each holder of an Allowed Interest in Class O12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class O12 is Unimpaired and holders of Class O12 Interests are thus not entitled to vote to accept or reject the Plan.

3.18 Professional Services (Classes P1 through P12)

(a) Class P3: Professional Services Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class P3 Claim becomes an Allowed Class P3 Claim, or (iii) the date on which such Class P3 Claim becomes due and payable pursuant to any agreement between Professional Services and a holder of a Class P3 Claim, each holder of an Allowed Class P3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class P3 Claim (a) Cash equal to the amount of such Allowed Class P3 Claim or (b) such other treatment as Professional Services and such holder shall have agreed in writing.

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(ii) Election

Any holder of a Claim in Class P6 that desires treatment of such Claim as a Professional Services Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class P3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class P3 shall be entitled to vote to accept or reject the Plan.

(b) Class P6: Professional Services General Unsecured Claims

(i) Treatment

If Class P6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class P6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class P6 Claim becomes an Allowed Class P6 Claim, and (iii) the date on which such Class P6 Claim becomes due and payable pursuant to any agreement between Professional Services and a holder of a Class P6 Claim, each holder of an Allowed Class P6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class P6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class P6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class P6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class P6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class P6 Claim becomes an Allowed Class P6 Claim, and (iii) the date on which such Class P6 Claim becomes due and payable pursuant to any agreement between Professional Services and a holder of a Class P6 Claim, each holder of an Allowed Class P6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class P6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

(ii) Status

Class P6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class P6 shall be entitled to vote to accept or reject the Plan.

(c) Class P10: Professional Services Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class P10 Claim, each holder of an Allowed Class P10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class P10 Claim (excluding post-petition interest).

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(ii) Status

Class P10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class P10 shall be entitled to vote to accept or reject the Plan.

(d) Class P12: Professional Services Interests

(i) Treatment

Each holder of an Allowed Interest in Class P12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class P12 is Unimpaired and holders of Class P12 Interests are thus not entitled to vote to accept or reject the Plan.

3.19 Testing Systems (Classes Q1 through Q12)

(a) Class Q3: Testing Systems Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class Q3 Claim becomes an Allowed Class Q3 Claim, or (iii) the date on which such Class Q3 Claim becomes due and payable pursuant to any agreement between Testing Systems and a holder of a Class Q3 Claim, each holder of an Allowed Class Q3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class Q3 Claim (a) Cash equal to the amount of such Allowed Class Q3 Claim or (b) such other treatment as Testing Systems and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class Q6 that desires treatment of such Claim as a Testing Systems Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class Q3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class Q3 shall be entitled to vote to accept or reject the Plan.

(b) Class Q6: Testing Systems General Unsecured Claims

(i) Treatment

If Class Q6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class Q6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial

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Distribution Date, (ii) the date on which such Class Q6 Claim becomes an Allowed Class Q6 Claim, and (iii) the date on which such Class Q6 Claim becomes due and payable pursuant to any agreement between Testing Systems and a holder of a Class Q6 Claim, each holder of an Allowed Class Q6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class Q6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class Q6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class Q6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class Q6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class Q6 Claim becomes an Allowed Class Q6 Claim, and (iii) the date on which such Class Q6 Claim becomes due and payable pursuant to any agreement between Testing Systems and a holder of a Class Q6 Claim, each holder of an Allowed Class Q6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class Q6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

(ii) Status

Class Q6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class Q6 shall be entitled to vote to accept or reject the Plan.

(c) Class Q10: Testing Systems Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class Q10 Claim, each holder of an Allowed Class Q10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class Q10 Claim (excluding post-petition interest).

(ii) Status

Class Q10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class Q10 shall be entitled to vote to accept or reject the Plan.

(d) Class Q12: Testing Systems Interests

(i) Treatment

Each holder of an Allowed Interest in Class Q12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class Q12 is Unimpaired and holders of Class Q12 Interests are thus not entitled to vote to accept or reject the Plan.

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3.20 Supply Chain Solutions (Classes R1 through R12)

(a) Class R3: Supply Chain Solutions Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class R3 Claim becomes an Allowed Class R3 Claim, or (iii) the date on which such Class R3 Claim becomes due and payable pursuant to any agreement between Supply Chain Solutions and a holder of a Class R3 Claim, each holder of an Allowed Class R3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class R3 Claim (a) Cash equal to the amount of such Allowed Class R3 Claim or (b) such other treatment as Supply Chain Solutions and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class R6 that desires treatment of such Claim as a Supply Chain Solutions Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class R3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class R3 shall be entitled to vote to accept or reject the Plan.

(b) Class R6: Supply Chain Solutions General Unsecured Claims

(i) Treatment

If Class R6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class R6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class R6 Claim becomes an Allowed Class R6 Claim, and (iii) the date on which such Class R6 Claim becomes due and payable pursuant to any agreement between Supply Chain Solutions and a holder of a Class R6 Claim, each holder of an Allowed Class R6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class R6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class R6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class R6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class R6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class R6 Claim becomes an Allowed Class R6 Claim, and (iii) the date on which such Class R6 Claim becomes due and payable pursuant to any agreement between Supply Chain Solutions and a holder of a Class R6 Claim, each holder of an Allowed Class R6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class R6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

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(ii) Status

Class R6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class R6 shall be entitled to vote to accept or reject the Plan.

(c) Class R10: Supply Chain Solutions Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class R10 Claim, each holder of an Allowed Class R10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class R10 Claim (excluding post-petition interest).

(ii) Status

Class R10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class R10 shall be entitled to vote to accept or reject the Plan.

(d) Class R12: Supply Chain Solutions Interests

(i) Treatment

Each holder of an Allowed Interest in Class R12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class R12 is Unimpaired and holders of Class R12 Interests are thus not entitled to vote to accept or reject the Plan.

3.21 Ventures (Classes S1 through S12)

(a) Class S3: Ventures Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class S3 Claim becomes an Allowed Class S3 Claim, or (iii) the date on which such Class S3 Claim becomes due and payable pursuant to any agreement between Ventures and a holder of a Class S3 Claim, each holder of an Allowed Class S3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class S3 Claim (a) Cash equal to the amount of such Allowed Class S3 Claim or (b) such other treatment as Ventures and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class S6 that desires treatment of such Claim as a Ventures Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

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(iii) Status

Class S3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class S3 shall be entitled to vote to accept or reject the Plan.

(b) Class S6: Ventures General Unsecured Claims

(i) Treatment

If Class S6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class S6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class S6 Claim becomes an Allowed Class S6 Claim, and (iii) the date on which such Class S6 Claim becomes due and payable pursuant to any agreement between Ventures and a holder of a Class S6 Claim, each holder of an Allowed Class S6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class S6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class S6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class S6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class S6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class S6 Claim becomes an Allowed Class S6 Claim, and (iii) the date on which such Class S6 Claim becomes due and payable pursuant to any agreement between Ventures and a holder of a Class S6 Claim, each holder of an Allowed Class S6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class S6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

(ii) Status

Class S6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class S6 shall be entitled to vote to accept or reject the Plan.

(c) Class S10: Ventures Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class S10 Claim, each holder of an Allowed Class S10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class S10 Claim (excluding post-petition interest).

(ii) Status

Class S10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class S10 shall be entitled to vote to accept or reject the Plan.

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(d) Class S12: Ventures Interests

(i) Treatment

Each holder of an Allowed Interest in Class S12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class S12 is Unimpaired and holders of Class S12 Interests are thus not entitled to vote to accept or reject the Plan.

3.22 Jefferson Holdings (Classes T1 through T12)

(a) Class T3: Jefferson Holdings Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class T3 Claim becomes an Allowed Class T3 Claim, or (iii) the date on which such Class T3 Claim becomes due and payable pursuant to any agreement between Jefferson Holdings and a holder of a Class T3 Claim, each holder of an Allowed Class T3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class T3 Claim (a) Cash equal to the amount of such Allowed Class T3 Claim or (b) such other treatment as Jefferson Holdings and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class T6 that desires treatment of such Claim as a Jefferson Holdings Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class T3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class T3 shall be entitled to vote to accept or reject the Plan.

(b) Class T6: Jefferson Holdings General Unsecured Claims

(i) Treatment

If Class T6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class T6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class T6 Claim becomes an Allowed Class T6 Claim, and (iii) the date on which such Class T6 Claim becomes due and payable pursuant to any agreement between Jefferson Holdings and a holder of a Class T6 Claim, each holder of an Allowed Class T6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class T6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class T6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

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If Class T6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class T6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class T6 Claim becomes an Allowed Class T6 Claim, and (iii) the date on which such Class T6 Claim becomes due and payable pursuant to any agreement between Jefferson Holdings and a holder of a Class T6 Claim, each holder of an Allowed Class T6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class T6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

(ii) Status

Class T6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class T6 shall be entitled to vote to accept or reject the Plan.

(c) Class T10: Jefferson Holdings Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class T10 Claim, each holder of an Allowed Class T10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class T10 Claim (excluding post-petition interest).

(ii) Status

Class T10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class T10 shall be entitled to vote to accept or reject the Plan.

(d) Class T12: Jefferson Holdings Interests

(i) Treatment

Each holder of an Allowed Interest in Class T12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class T12 is Unimpaired and holders of Class T12 Interests are thus not entitled to vote to accept or reject the Plan.

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3.23 OC Overseas (Classes U1 through U12)

(a) Class U3: OC Overseas Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class U3 Claim becomes an Allowed Class U3 Claim, or (iii) the date on which such Class U3 Claim becomes due and payable pursuant to any agreement between OC Overseas and a holder of a Class U3 Claim, each holder of an Allowed Class U3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class U3 Claim (a) Cash equal to the amount of such Allowed Class U3 Claim or (b) such other treatment as OC Overseas and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class U6 that desires treatment of such Claim as an OC Overseas Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class U3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class U3 shall be entitled to vote to accept or reject the Plan.

(b) Class U6: OC Overseas General Unsecured Claims

(i) Treatment

If Class U6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class U6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class U6 Claim becomes an Allowed Class U6 Claim, and (iii) the date on which such Class U6 Claim becomes due and payable pursuant to any agreement between OC Overseas and a holder of a Class U6 Claim, each holder of an Allowed Class U6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class U6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class U6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

If Class U6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class U6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class U6 Claim becomes an Allowed Class U6 Claim, and (iii) the date on which such Class U6 Claim becomes due and payable pursuant to any agreement between OC Overseas and a holder of a Class U6 Claim, each holder of an Allowed Class U6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class U6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) hereof.

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(ii) Status

Class U6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class U6 shall be entitled to vote to accept or reject the Plan.

(c) Class U10: OC Overseas Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class U10 Claim, each holder of an Allowed Class U10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class U10 Claim (excluding post-petition interest).

(ii) Status

Class U10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class U10 shall be entitled to vote to accept or reject the Plan.

(d) Class U12: OC Overseas Interests

(i) Treatment

Each holder of an Allowed Interest in Class U12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class U12 is Unimpaired and holders of Class U12 Interests are thus not entitled to vote to accept or reject the Plan.

3.24 FAIR Act

(a) FAIR Act Enacted Prior to the Effective Date

If the FAIR Act has been enacted into law prior to the Effective Date (and, in the event the FAIR Act has been challenged in a court of competent jurisdiction within two (2) months after the date of enactment of the FAIR Act, such challenge has been denied pursuant to a Final Order), then there shall be no distribution by the Debtors pursuant to the Plan on account of Asbestos Personal Injury Claims, except (i) the Debtors shall make any distributions as may be required by the FAIR Act, and (ii) the Fibreboard Insurance Settlement Trust shall be administered in accordance with the FAIR Act. In such event, any distributions to holders of Claims and Interests (if any) shall be determined based upon the then distributable value of OCD (net of the required FAIR Act payment described in clause (i) of the preceding sentence), and shall take into consideration the treatment of and the distributions to the remaining holders of Claims and Interests as set forth in Sections 3.1 through 3.23 hereof (net of the required FAIR Act payment described in clause (i) of the preceding sentence). The treatment of Claims and Interests, described in Sections 3.1 through 3.23 hereof, are premised upon the assumption that the FAIR Act shall not have been enacted into law prior to the Effective Date

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(b) FAIR Act Enacted on or Subsequent to the Effective Date and Prior to the Trigger Date

(i) Subject to acceptance of the Plan by Class A5, in the event that (A) the FAIR Act has been enacted into law on or subsequent to the Effective Date, but on or before the Trigger Date, and the FAIR Act has not been challenged in a court of competent jurisdiction on or before March 31, 2007, or (B) the FAIR Act has been enacted into law on or before the Trigger Date and has been challenged in a court of competent jurisdiction on or before March 31, 2007, but such challenge is ultimately denied pursuant to a Final Order, then the Contingent Note and the Trust Stock Pledge shall (and shall be deemed to) be automatically cancelled and defeased without further notice or order of Court and shall be of no further force and effect whatsoever, and no Reserved New OCD Shares shall be issued or delivered to the OC Sub-Account or the FB Sub-Account.

(ii) Subject to acceptance of the Plan by Class A5, in the event that the FAIR Act has been enacted into law on or subsequent to the Effective Date, but on or before the Trigger Date, but has been challenged in a court of competent jurisdiction on or before March 31, 2007, and such challenge ultimately succeeds pursuant to a Final Order, then the Contingent Note (including any interest accrued thereon) shall become payable in accordance with its terms and the Reserved New OCD Shares shall be issued and delivered by Reorganized OCD to the OC Sub-Account and the FB Sub-Account within three (3) Business Days of the date on which the order upholding the challenge to the FAIR Act becomes a Final Order; provided, however, that neither the Contingent Note (including any interest accrued thereon) shall become payable, nor shall the Reserved New OCD Shares be issued or delivered, prior to January 1, 2007.

(c) FAIR Act Not Enacted Prior to the Trigger Date

Subject to acceptance of the Plan by Class A5, in the event that the FAIR Act has not been enacted into law on or before the Trigger Date, then the Contingent Note (including any interest accrued thereon) shall become payable and the Reserved New OCD Shares shall be issued and delivered to the OC Sub-Account on a date to be determined by Reorganized OCD (on notice to the Asbestos Personal Injury Trust) that is no earlier than January 1, 2007 and no later than January 8, 2007.

(d) No Impact on Asbestos Personal Injury Permanent Channeling Injunction

The Asbestos Personal Injury Permanent Channeling Injunction and the other injunctive and related provisions of the Plan, including, without limitation, Sections 3.3, 3.4, 5.16 and 5.17 of the Plan, shall remain in full force and effect to the fullest extent possible under applicable law whether or not the FAIR Act is ever enacted.

3.25 Reservation of Rights Regarding Claims

Except as otherwise expressly provided in the Plan, nothing herein shall, or shall be deemed to, affect or impair any of the Debtors’ or Reorganized Debtors’ rights and defenses, both legal and equitable, with respect to any Claims, including, without limitation, all rights with respect to legal and equitable defenses to alleged rights of setoff or recoupment. The Claims against any particular Debtor that are Unimpaired shall remain the obligations solely of such Debtor and shall not become obligations of any other Debtor or Reorganized Debtor.

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ARTICLE IV

ACCEPTANCE OR REJECTION OF THE PLAN

4.1 Impaired Classes of Claims and Interests Entitled to Vote

Subject to Sections 4.3 and 4.4 hereof, holders of Claims or Interests in each Impaired Class of Claims or Interests that receive or retain property pursuant to the Plan shall be entitled to vote separately to accept or reject the Plan.

4.2 Acceptance by an Impaired Class

Pursuant to Section 1126(c) of the Bankruptcy Code, but subject to Section 4.3 below, an impaired Class of Claims shall have accepted the Plan if, after excluding any Claims held by any holder designated pursuant to Section 1126(e) of the Bankruptcy Code, (a) the holders of at least two-thirds in dollar amount of the Allowed Claims actually voting in such Class have voted to accept the Plan, and (b) more than one-half in number of such Allowed Claims actually voting in such Class have voted to accept the Plan.

4.3 Acceptance Pursuant To Section 524 Of The Bankruptcy Code

Pursuant to Section 524(g)(2)(B)(ii)(IV)(bb) of the Bankruptcy Code, the respective Classes of Class A7 OC Asbestos Personal Injury Claims, Class I7 Integrex Asbestos Personal Injury Claims and Class B8 FB Asbestos Personal Injury Claims shall be deemed to have accepted the Plan only if the holders of at least 75 percent of those Claims voting in each such Class have voted to accept the Plan.

4.4 Presumed Acceptances by Unimpaired Classes

Classes of Claims or Interests designated as unimpaired are conclusively presumed to have voted to accept the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and the votes of such Claim holders will not be solicited.

4.5 Classes Deemed to Have Rejected the Plan

Impaired Classes of Claims or Interests that do not receive or retain property under the Plan are conclusively presumed to have voted to reject the Plan pursuant to Section 1126(g) of the Bankruptcy Code, and the votes of such Claim or Interest holders will not be solicited.

4.6 Confirmability and Severability of the Plan

(a) Consensual Confirmation

The Confirmation requirements of Section 1129(a) of the Bankruptcy Code must be satisfied separately with respect to each Debtor. Therefore, notwithstanding the combination of the separate plans of reorganization of all Debtors in this Plan for purposes of, among other things, economy and efficiency, the Plan shall be deemed a separate Chapter 11 plan for each such Debtor.

(b) Cramdown

With respect to any impaired Class of Claims or Interests that fails to accept the Plan in accordance with Section 1129(a) of the Bankruptcy Code, excluding Classes A7, I7 and B8 and including

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any classes that may be created pursuant to amendments to the Plan, the Plan Proponents request that the Court confirm the Plan in accordance with Section 1129(b) of the Bankruptcy Code with respect to such non-accepting classes, in which case or cases, the Plan shall constitute a motion for such relief.

(c) Reservation of Rights

The Plan Proponents reserve the right to modify or withdraw the Plan, any other plan, or the Plan in its entirety, for any reason, including, without limitation, in the event that any separate plan for a particular Debtor is not confirmed. In addition, should the Plan, or any individual Debtor’s plan, fail to be accepted by the requisite number and amount of Claims and Interests voting, as required to satisfy Sections 524(g) (in the case of any Debtor subject to Asbestos Personal Injury Claims) and 1129 of the Bankruptcy Code, and notwithstanding any other provision of the Plan to the contrary, the Plan Proponents reserve the right to amend, modify or withdraw the Plan in its entirety.

ARTICLE V

MEANS FOR IMPLEMENTATION OF THE PLAN

5.1 Continued Corporate Existence

Following confirmation and consummation of the Plan, the Reorganized Debtors will continue to exist as separate corporate entities in accordance with the laws of their respective states of incorporation and pursuant to their respective certificates or articles of incorporation and bylaws in effect prior to the Effective Date, except to the extent such certificates or articles of incorporation and bylaws are amended pursuant to the Plan or as otherwise provided under the Restructuring Transactions. OC intends to implement a restructuring plan which would reorganize OCD and its Subsidiaries along OC’s major business lines. The planning for this restructuring is ongoing. The Restructuring Transactions (including a summary of the corporate actions necessary to accomplish the Restructuring Transactions) shall be summarized in Schedule XX, which shall be in form and substance satisfactory to the Debtors and the other Plan Proponents, to be filed no later than ten (10) Business Days prior to the Objection Deadline.

5.2 Cancellation of Debt and Debt Agreements

(a) On the Effective Date, (i) the Debt shall be cancelled and extinguished and (ii) the obligations of the Debtors, CSFB as agent for the Bank Holders and the Pre-petition Indenture Trustees under the Debt Agreements shall be discharged. Notwithstanding the foregoing, each of the Pre-petition Bond Indentures shall continue in effect solely for the purposes of (x) allowing the Pre-petition Indenture Trustee to make distributions to holders of Allowed Class A5 Claims pursuant to the Plan and (y) permitting the Pre-petition Indenture Trustee to maintain any rights or liens it may have for fees, costs, expenses and indemnification under its indenture or other agreement or applicable law, but the foregoing shall not result in any expense or liability to any Reorganized Debtor other than as expressly provided for in the Plan. The Charging Liens of the Pre-petition Indenture Trustees will be discharged solely upon payment in full of the Indenture Trustee Fees, and nothing herein shall be deemed to impair, waive or discharge any Charging Lien for any fees and expenses not paid by the Reorganized Debtors.

(b) No Reorganized Debtor shall have any obligations to any Pre-petition Indenture Trustee, agent or service (or to any disbursing agent replacing a Pre-petition Indenture Trustee, agent or service) for any fees, costs or expenses, except as expressly provided in the Plan. Except as provided in any contract, instrument or other agreement or document entered into or delivered in connection with the Plan, on the Effective Date and immediately following the completion of distributions to holders of Claims in Class A5, the Pre-petition Indenture Trustees shall be released from all duties, without any further action on the part of the Debtors or Reorganized Debtors.

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5.3 Cancellation of OCD Interests and Integrex Interests

Except as otherwise expressly provided in the Plan, as of the Effective Date, by virtue of the Plan, and without any action necessary on the part of the holders thereof or any corporate action, except as specified in the Plan, all of the OCD Interests and Integrex Interests outstanding at the Effective Date shall be cancelled, extinguished and retired, and, subject in the case of Existing OCD Common Stock to Section 3.3(i)(i)(A) hereof, no consideration shall be paid or delivered with respect thereto.

5.4 Certificates of Incorporation and Bylaws

The certificate or articles of incorporation and bylaws of each Debtor will be amended as necessary to satisfy the provisions of the Plan and the Bankruptcy Code and will include, among other things, pursuant to Section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance of non-voting equity securities, but only to the extent required by Section 1123(a)(6) of the Bankruptcy Code. The Amended and Restated Certificate of Incorporation of Reorganized OCD and the Amended and Restated Bylaws of Reorganized OCD will also include provisions (i) creating the New OCD Common Stock, and (ii), to the extent necessary or appropriate, effectuating the provisions of the Plan. The Amended and Restated Certificate of Incorporation of Reorganized OCD and the Amended and Restated Bylaws of Reorganized OCD shall be in substantially the forms of Exhibit A and Exhibit B, to be filed at least ten (10) Business Days prior to the Objection Deadline.

5.5 Exculpation and Limitation of Liability

(a) No Claimant Released Party or Released Party shall have or incur any liability to any Person that has held, currently holds or may hold a Claim or other obligation, suit, judgment, damages, Demand, debt, right, remedy, cause of action or liability or Interest or other right of an equity security holder, or any other party in interest, or any Person claiming by or through them, or any of their respective Related Persons, for any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, formulating, negotiating or implementing the Plan, the Disclosure Statement, the Rights Offering Documents (including, without limitation, any of the Subscription Documents), the Trust Registration Rights Agreement, the Collar Agreements, the Class A11 Warrants, the Class A12-A Warrants or the Plan Support Agreement, the solicitation of acceptances of the Plan, the pursuit of confirmation of the Plan, the confirmation of the Plan, the consummation of the Plan or the Rights Offering, or the administration of the Plan or the property to be distributed under the Plan, except for willful misconduct or gross negligence, and, in all respects shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under the Plan.

(b) Notwithstanding any other provision herein, no Person that has held, currently holds or may hold a Claim or other obligation, suit, judgment, damages, Demand, debt, right, remedy, cause of action or liability or Interest or other right of an equity security holder, no person claiming by or through them, nor any of their respective Related Persons, shall have any Claim or right of action against any Claimant Released Party or any Released Party for any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, formulating, negotiating or implementing the Plan, the Disclosure Statement, any of the Rights Offering Documents (including, without limitation, any of the Subscription Documents), the Trust Registration Rights Agreement, the Collar Agreements, the Class A11 Warrants, the Class A12-A Warrants or the Plan Support Agreement, solicitation of acceptances of the Plan, the pursuit of confirmation of the Plan, the consummation of the Plan or the Rights Offering, the confirmation of the Plan or the administration of the Plan or the property to be distributed under the Plan, except for willful misconduct or gross negligence.

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(c) The foregoing exculpation and limitation on liability shall not, however, limit, abridge or otherwise affect the rights of the Reorganized Debtors to enforce, sue on, settle or compromise the rights, claims and other matters retained by Reorganized Debtors pursuant to Section 5.13 of the Plan.

(d) The foregoing exculpation and limitation on liability are an integral part of the Plan and are essential to its implementation. Each Person being exculpated, or whose liability is being limited, pursuant to this Section 5.5 shall have the right to independently seek the enforcement of the terms of this Section 5.5.

5.6 Restructuring Transactions

On or after the Effective Date, any Reorganized Debtor may enter into Restructuring Transactions and may take such actions as may be necessary or appropriate to effect such Restructuring Transactions, as may be determined by such Reorganized Debtor to be necessary or appropriate. The actions to effect the Restructuring Transactions may include: (i) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, disposition, liquidation or dissolution containing terms that are consistent with the terms herein and that satisfy the applicable requirements of applicable law and such other terms to which the applicable entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption or delegation of any asset, property, right, liability, duty or obligation on terms consistent with the terms herein and having such other terms to which the applicable entities may agree; (iii) the filing of appropriate certificates or articles of merger, consolidation or dissolution pursuant to applicable law; and (iv) all other actions which the applicable entities may determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law in connection with such transactions. The Restructuring Transactions may include one or more mergers, consolidations, restructures, dispositions, liquidations or dissolutions, as may be determined by the Reorganized Debtors to be necessary or appropriate to result in substantially all of the respective assets, properties, rights, liabilities, duties and obligations of all or certain of the Reorganized Debtors vesting in one or more surviving, resulting or acquiring corporations. In each case in which the surviving, resulting or acquiring corporation in any such transaction is a successor to a Reorganized Debtor, such surviving, resulting or acquiring corporation will perform the obligations of the applicable Reorganized Debtor pursuant to the Plan to pay or otherwise satisfy the Allowed Claims against such Reorganized Debtor, except as provided in any contract, instrument or other agreement or document effecting a disposition to such surviving, resulting or acquiring corporation, which may provide that another Reorganized Debtor will perform such obligations. OC intends to implement a restructuring plan which would reorganize OCD and its Subsidiaries along OC’s major business lines as described in the Disclosure Statement, with a detailed description of the actions and steps required to implement the Restructuring Transactions to be filed at least ten (10) Business Days prior to the Objection Deadline. On or prior to, or as soon as practicable after, the Effective Date, the Debtors or the Reorganized Debtors may take such steps as may be necessary or appropriate to effectuate Restructuring Transactions that satisfy the requirements set forth in this Section 5.6. The Restructuring Transactions shall be authorized and approved by the Confirmation Order pursuant to, among other provisions, Sections 1123 and 1141 of the Bankruptcy Code and Section 303 of Title 8 of the Delaware Code, without any further notice, action, third-party consents, court order or process of any kind.

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5.7 Issuance of New OCD Securities

(a) On or after the Effective Date, Reorganized OCD shall issue for distribution in accordance with the terms of the Plan (i) the New OCD Common Stock, including, without limitation, the Unsubscribed Shares and the Rights Offering Shares, and (ii) the Class A11 Warrants and the Class A12-A Warrants, and may also refinance the obligations owed to the Bank Holders under the 1997 Credit Agreement through the execution of the Exit Facility and the issuance of the Senior Notes (if applicable).

(b) All of the shares of New OCD Common Stock issued pursuant to the Plan, including, without limitation, the Unsubscribed Shares and the Rights Offering Shares, on or after the Effective Date, as the case may be, will be fully paid and non-assessable.

(c) The issuance and distribution of any and all of (i) the New OCD Securities, including, without limitation, any and all of the Unsubscribed Shares, the Rights Offering Shares, the Reserved New OCD Shares, the Class A11 Warrants, the Class A12-A Warrants and any shares of New OCD Common Stock issued upon exercise or exchange of the Class A11 Warrants or the Class A12-A Warrants, (ii) the Rights (if, and to the extent, applicable), (iii) any and all New OCD Common Stock (or appropriate equivalent interests) and options to purchase shares of New OCD Common Stock granted under or in connection with the Employee Arrangements and Management and Director Arrangements, and (iv) any other stock, options, warrants, conversion rights, rights of first refusal or other related rights, contractual, equitable or otherwise, issued, authorized or reserved under or in connection with the Plan, shall be, and shall be deemed to be, exempt from registration under any applicable federal or state securities law to the fullest extent permissible under applicable non-bankruptcy law and under bankruptcy law, including, without limitation, Section 1145 of the Bankruptcy Code.

(d) On or after the Effective Date, Reorganized Integrex shall issue 100% of its common stock to or for the benefit of Reorganized OCD or one of its Affiliates as may be determined. The restructuring of Integrex and issuance of the stock of Reorganized Integrex shall be described in Schedule XX (Restructuring Transactions), to be filed no later than ten (10) Business Days prior to the Objection Deadline.

5.8 Rights Offering

(a) Eligibility for Participation in Rights Offering

Each holder of an Eligible Class A5 Claim, Eligible Class A6-A Claim and Eligible Class A6-B Claim as of the Rights Offering Record Date shall be entitled to participate in the Rights Offering as and to the extent provided in the Subscription Documents.

(b) Issuance of Rights

The Rights issued to the holders of Eligible Class A5 Claims, Eligible Class A6-A Claims and Eligible Class A6-B Claims pursuant to the Rights Offering shall entitle such holders to purchase, on a Pro Rata basis (calculated pursuant to the terms of the Subscription Documents), the Rights Offering Shares at the Subscription Price pursuant to the terms and conditions set forth in the Subscription Documents and this Section 5.8, provided that each such subscribing holder shall have timely executed a Subscription Agreement, which shall be distributed to such holder together with such holder’s Ballot as part of the solicitation materials, and otherwise satisfies the requirements set forth in the Subscription Documents and Section 5.8(d) below.

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(c) Subscription Period

The Rights Offering shall commence on the Subscription Commencement Date and shall expire on the Subscription Expiration Time. After the Subscription Expiration Time, any and all unexercised Rights shall automatically terminate without further notice or order of Court, and any purported exercise of any such unexercised Rights by any Person shall be null and void. Reorganized OCD shall not (and shall have no obligation to) honor any such purported exercise received by the Subscription Agent after the Subscription Expiration Time, regardless of when the documents relating to such exercise were purportedly delivered or executed.

(d) Exercise of Rights

In order to exercise a Right, each holder of an Eligible Class A5 Claim, Eligible Class A6-A Claim and Eligible Class A6-B Claim entitled to exercise such Right shall: (i) return a duly completed and signed Subscription Agreement to the relevant Subscription Agent so that such documents are received by such Subscription Agent on or before the Subscription Expiration Time; and (ii) pay to the relevant Subscription Agent (on behalf of the Debtors) on or before the Subscription Expiration Time in Cash in an amount equal to the aggregate Subscription Price for the Rights Offering Shares elected to be purchased by such holder, which payment shall be made by wire transfer in accordance with the wire instructions set forth on the Subscription Agreement. If, prior to the Subscription Expiration Time, the relevant Subscription Agent for any reason has not received from a given holder of Rights (i) a duly completed and signed Subscription Agreement, and (ii) Cash, in an amount equal to such holder’s aggregate Subscription Price for the Rights Offering Shares elected to be purchased by such holder, then such holder shall be deemed to have not validly exercised its Rights and to have relinquished and waived its ability to participate in the Rights Offering; provided, however, that the Unsubscribed Shares shall include those Rights Offering Shares corresponding to the Rights not validly exercised pursuant to the Rights Offering. Each holder shall execute the certification set forth in the Subscription Agreement regarding such holder’s ownership of the Claim giving rise to the Rights. The Purchase Price Proceeds shall be deposited by or on behalf of the Subscription Agent in the Rights Offering Account. In the event that the Rights Offering Account is held by an entity other than OCD (or any of its Affiliates), then the Purchase Price Proceeds shall be remitted to OCD on or before the Effective Date in such manner as may be reasonably satisfactory to OCD and the other Plan Proponents consistent with the Rights Offering Documents.

(e) Transfer Restriction; No Revocation

The Rights shall not be independently transferable (but may be transferred along with the underlying Class A5, Class A6-A or Class A6-B Claim). Additionally, once a holder of Rights has properly exercised its Rights pursuant to the Subscription Documents, such exercise cannot be revoked for any reason.

(f) Purchase by Investor of Unsubscribed Shares

As promptly as practicable, but in any event at least four (4) Business Days prior to the Effective Date, the Debtors shall give the Investor by electronic facsimile transmission the certification by an executive officer of OCD (conforming to the requirements specified in the Equity Commitment Agreement for such certification) of either (i) the number of Unsubscribed Shares and the aggregate purchase price therefor, calculated based upon a purchase price per Unsubscribed Share equal to the Subscription Price, or (ii) in the absence of any Unsubscribed Shares, confirmation that there are no Unsubscribed Shares and that the Backstop Commitment, as defined in the Equity Commitment Agreement, has been terminated. Pursuant to the terms of the Equity Commitment Agreement and

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provided that all conditions precedent set forth therein have been satisfied, the Investor shall purchase in Cash on the Effective Date any and all of the Unsubscribed Shares and shall pay to OCD or, if applicable, Reorganized OCD Cash in an amount equal to the aggregate purchase price set forth in the notice described in clause (i) of the immediately preceding sentence. For the avoidance of doubt, the Unsubscribed Shares shall include those Rights Offering Shares corresponding to the Rights offered to holders of Class A6-A Claims and Class A6-B Claims but deemed null and void in the event the respective Class rejects the Plan.

(g) Distribution of Rights Offering Shares

(i) On or as soon as reasonably practicable after the Effective Date, but no later than the Initial Distribution Date, Reorganized OCD shall issue the Rights Offering Shares to those holders of Eligible Class A5 Claims, Eligible Class A6-A Claims and Eligible Class A6-B Claims that properly exercised their Rights pursuant to the Subscription Documents, subject, in each case, to acceptance of the Plan by the applicable Class pursuant to Sections 3.3(c)(ii), 3.3(d)(ii) and 3.3(e)(ii) above.

(ii) Solely in the event there are any Unsubscribed Shares after the Subscription Expiration Time, on the Effective Date, Reorganized OCD shall issue and deliver to the account of the Investor (or such other accounts as the Investor may designate) the Unsubscribed Shares, and the Investor shall pay in Cash the aggregate purchase price for the Unsubscribed Shares as set forth in the notice described in clause (i) of Section 5.8(f) hereof by wire transfer of federal (same day) funds to the account specified by OCD to the Investor at least twenty-four (24) hours in advance, and otherwise in accordance with the terms of the Equity Commitment Agreement.

(h) Interest

In the event that any Rights Offering Purchase Price Proceeds are repaid or otherwise returned to any Person (including any holder of an Eligible Class A5 Claim, Eligible Class A6-A Claim or Eligible Class A6-B Claim) making such payment, such Rights Offering Purchase Price Proceeds shall be returned together with any simple interest actually earned thereon after the Subscription Expiration Time.

(i) Validity of Exercise of Rights

All questions concerning the timeliness, viability, form and eligibility of any exercise of Rights shall be determined by OCD in accordance with the Rights Offering Documents. Such determinations shall be final and binding. OCD, with the consultation of the relevant Subscription Agent, may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such times as it may determine, or reject the purported exercise of any Rights. Subscription Agreements shall be deemed not to have been received or accepted until all irregularities have been waived or cured within such time as OCD, with the consultation of the relevant Subscription Agent, determines. Neither OCD nor the Subscription Agent shall be under any duty to give notification of any defect or irregularity in connection with the submission of Subscription Agreements or incur any liability for failure to give such notification. For the avoidance of doubt, the Unsubscribed Shares shall include those Rights Offering Shares corresponding to the Rights not validly exercised pursuant to the Rights Offering.

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(j) Return of Rights Offering Purchase Price Proceeds

In the event that the Plan Proponents revoke, withdraw or fail to consummate the Plan pursuant to Section 14.15 herein, or the conditions precedent to the occurrence of the Effective Date shall not have been satisfied or waived in accordance with Section 12.2 herein, the Subscription Agent, OCD or Reorganized OCD, as the case may be, shall, within five (5) Business Days of such event or failure to consummate the Plan, return to each Person that exercised a Right such Person’s ratable portion of the Rights Offering Purchase Price Proceeds together with any simple interest actually earned thereon after the Subscription Expiration Time.

5.9 Offerings of Senior Notes

Reorganized OCD reserves the right to conduct offerings of Senior Notes prior to or after the Initial Distribution Date, as it may deem appropriate (subject to the reasonable consent of the other Plan Proponents).

5.10 Put and Call Options and Registration Rights Agreements

(a) Put and Call Options

On or before the Effective Date, OCD and the Backstop Providers, and/or such other Persons reasonably satisfactory to the Asbestos Personal Injury Trust, the Backstop Providers and OCD, shall enter into the Collar Agreements. OCD’s rights and obligations under the Collar Agreements shall be, and shall be deemed to be, assigned to the Asbestos Personal Injury Trust on the Effective Date pursuant to and in accordance with the terms and conditions of the Collar Agreements, except to the extent otherwise provided in such Collar Agreements, and the Confirmation Order shall so provide. In the event that the Reserved New OCD Shares are issued and delivered to the OC Sub-Account pursuant to Sections 3.3(f)(iii)(B), 3.24(b) or 3.24(c) above, then pursuant to the terms and conditions of the Collar Agreements (i) the Asbestos Personal Injury Trust shall grant the Call Options to the Backstop Providers (or such other Persons set forth in the Collar Agreements), and (ii) the Backstop Providers (or such other Persons set forth in the Collar Agreements) shall grant the Put Options to the Asbestos Personal Injury Trust.

(b) Registration Rights Agreements

On the Effective Date, (i) the Investor Registration Rights Agreement shall be deemed effective and binding upon OCD or Reorganized OCD, as the case may be, the Investor and the Backstop Providers, and (ii) the Trust Registration Rights Agreement shall be deemed effective and binding upon Reorganized OCD and the Asbestos Personal Injury Trust, in each case with respect to shares of New OCD Common Stock received by each such Person pursuant to the Plan (whether as a direct distribution, pursuant to the exercise of Rights, pursuant to the exercise or exchange of the Call Options or the Put Options or otherwise), and as otherwise provided for in the applicable Registration Rights Agreement, on the terms set forth in the applicable Registration Rights Agreement.

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5.11 [Intentionally Omitted]

5.12 Revesting of Assets

Pursuant to Section 1141(b) of the Bankruptcy Code, all property of the respective Estate of each Debtor, together with any property of each Debtor that is not property of its Estate and that is not specifically disposed of pursuant to the Plan, shall revest in the applicable Reorganized Debtor on the Effective Date. Thereafter, the Reorganized Debtors may operate their businesses and may use, acquire and dispose of property free of any restrictions of the Bankruptcy Code, the Bankruptcy Rules and the Bankruptcy Court. As of the Effective Date, all property of each Reorganized Debtor shall be free and clear of all Encumbrances, Claims and Interests, except as specifically provided in the Plan or the Confirmation Order. Without limiting the generality of the foregoing, each Reorganized Debtor may, without application to or approval by the Bankruptcy Court, pay fees that it incurs after the Effective Date for professional services and expenses.

5.13 Rights of Action

Except as otherwise provided in the Plan or the Confirmation Order, or in any contract, instrument, release, indenture or other agreement entered into in connection with the Plan, in accordance with Section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may enforce, sue on, settle or compromise (or decline to do any of the foregoing) all rights, claims, causes of action, suits or proceedings accruing to, or for the benefit of, the Debtors or the Estates pursuant to the Bankruptcy Code, or pursuant to any other statute or legal theory, which are not released pursuant to the Plan, and which consist of, or relate to, any Material Rights of Action (with the exception of those Material Rights of Action, if any, not set forth on Schedule XIII), any Avoidance Actions (if any) set forth on Schedule XIV as determined by the Plan Proponents, any Commercial Claims, any other causes of action against Persons set forth in Schedule III of the Plan and any suits or proceedings for recovery under any policies of insurance issued to or on behalf of the Debtors (other than policies that constitute OC Asbestos Personal Injury Liability Insurance Assets). The Reorganized Debtors shall be deemed the appointed representative to, and may pursue, litigate, compromise and settle any such rights, remedies, claims, causes of action, suits or proceedings as appropriate, in accordance with the best interests of the Reorganized Debtors or their respective successors who hold such rights.

5.14 Effectuating Documents; Further Transactions

The chairman of the OCD Board of Directors, the chief executive officer, chief restructuring officer, president, chief financial officer or any other appropriate officer of OCD or any applicable Debtor, as the case may be, shall be authorized to execute, deliver, file or record such contracts, instruments, releases, indentures and other agreements or documents, and take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions herein. The secretary or assistant secretary of OCD or any applicable Debtor, as the case may be, shall be authorized to certify or attest to any of the foregoing actions.

5.15 Exemption from Certain Transfer Taxes

Pursuant to Section 1146 of the Bankruptcy Code, any transfers in the United States from a Debtor to a Reorganized Debtor or any other Person or entity pursuant to the Plan shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax or other similar tax or governmental assessment, and the Confirmation Order shall direct the appropriate state or local governmental officials or agents to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.

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5.16 Releases and Injunctions Related to Releases

(a) Releases by Debtors

Effective as of the Confirmation Date, but subject to the occurrence of the Effective Date, for good and valuable consideration, to the fullest extent permissible under applicable law, each of the Debtors and Reorganized Debtors and their respective Estates and each of their respective Related Persons shall be deemed to completely and forever release, waive, void, extinguish and discharge (1) any and all Released Actions (other than the rights to enforce the Plan and any right or obligation under the Plan, and the securities, contracts, instruments, releases, indentures and other agreements or documents delivered thereunder or contemplated thereby) that may be asserted by or on behalf of any of the Debtors or Reorganized Debtors or their respective Estates or each of their respective Related Persons against any of (i) the Released Parties, (ii) the DIP Agent and the holders of DIP Facility Claims, (iii) the Pre-petition Indenture Trustees, and (iv) the Persons who are Related Persons of Persons listed in clauses (ii)-(iii) above, and (2) any and all Avoidance Actions (including, without limitation, any NSP Avoidance Actions) not otherwise released in the foregoing clause (1), with the sole exception of those Avoidance Actions (if any) set forth on Schedule XIV as determined by the Plan Proponents, which schedule shall not include any NSP Avoidance Actions. Effective as of the Confirmation Date, but subject to the occurrence of the Effective Date and the Debtors having made the Initial Bank Holders’ Distribution, for good and valuable consideration, to the fullest extent permissible under applicable law, the Debtors and Reorganized Debtors and their respective Estates and each of their respective Related Persons shall also be deemed to completely and forever release, waive, void, extinguish and discharge any and all Released Actions (other than the rights to enforce the Plan and any right or obligation under the Plan, and the securities, contracts, instruments, releases, indentures and other agreements or documents delivered thereunder or contemplated thereby) that may be asserted by or on behalf of any of the Debtors or Reorganized Debtors or their respective Estates or each of their respective Related Persons (including, without limitation, any and all Avoidance Actions), which have been brought, or may be brought, against any of the Bank Holders.

(b) Releases by Holders of Claims and Interests

Effective as of the Confirmation Date, but subject to the occurrence of the Effective Date, for good and valuable consideration, to the fullest extent permissible under applicable law, each Person that has held, currently holds or may hold a Claim or other obligation, suit, judgment, damages, debt, right, remedy, cause of action or liability that is discharged or an Interest or other right of an equity security holder that is terminated, and each of their respective Related Persons, shall be deemed to completely and forever release, waive, void, extinguish and discharge all Released Actions (other than the rights to enforce the Debtors’ or the Reorganized Debtors’ obligations under the Plan, and any right or obligation of such holder under the Plan, and the securities, contracts, instruments, releases, indentures and other agreements or documents delivered thereunder or contemplated thereby) that otherwise may be asserted against the Claimant Released Parties.

(c) Injunction Related to Releases

Except as otherwise provided herein or in the Confirmation Order, as of the Confirmation Date, but subject to the occurrence of the Effective Date, each Person that has held, currently holds or may hold a Claim that is released pursuant to this Section 5.16 of the Plan or other obligation, suit, judgment, damages, debt, right, remedy, cause of action, liability, Interest or other right of an equity security holder released pursuant to this Section 5.16 of the Plan, and each other party in interest and each of their respective Related Persons, are, and shall be, permanently, forever and completely stayed, restrained, prohibited, barred and enjoined from taking any of the following actions, whether directly or indirectly,

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derivatively or otherwise on account of or based on the subject matter of any such released Claims or other released obligations, suits, judgments, damages, debts, rights, remedies, causes of action or liabilities or Interests or other rights of an equity security holder: (i) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding (including, without limitation, to any judicial, arbitral, administrative or other proceeding) in any forum; (ii) enforcing, attaching (including, without limitation, any prejudgment attachment), collecting, or in any way seeking to recover any judgment, award, decree, or other order; (iii) creating, perfecting or in any way enforcing in any matter, directly or indirectly, any Encumbrance; (iv) setting off, seeking reimbursement or contributions from, or subrogation against, or otherwise recouping in any manner, directly or indirectly, any amount against any liability or obligation owed to any Person released under Section 5.16(a) or Section 5.16(b), as applicable; and (v) commencing or continuing in any manner, in any place of any action, which in any such case does not comply with or is inconsistent with the provisions of the Plan or the Confirmation Order.

(d) Injunction Relating to Certain Insurers

Except as to any rights with respect to which the Debtors explicitly declined to give a release to the Hartford Entities pursuant to Section VI of the Hartford Settlement Agreement, effective as of the Confirmation Date, but subject to the occurrence of the Effective Date and the provisions of the Hartford Settlement Agreement, for good and valuable consideration, pursuant to Section 105(a) of the Bankruptcy Code, to the fullest extent permissible under applicable law, each Person that has held, currently holds or may hold a Claim shall be permanently, forever and completely stayed, restrained, prohibited, barred and enjoined pursuant to 11 U.S.C. §105(a) from taking any action or seeking any recovery against or from any of the Hartford Entities that seeks to enforce any rights under, through or related to the Hartford Policies.

Except as to any rights with respect to which the Debtors explicitly declined to give a release to the Mt. McKinley Entities pursuant to the Mt. McKinley Settlement Agreement, effective as of the Confirmation Date, but subject to the occurrence of the Effective Date and the conditions of the Mt. McKinley Settlement Agreement, for good and valuable consideration, pursuant to Section 105(a) of the Bankruptcy Code, to the fullest extent permissible under applicable law, each Person that has held, currently holds or may hold a Claim shall be permanently, forever and completely stayed, restrained, prohibited, barred and enjoined pursuant to 11 U.S.C. §105(a) from taking any action or seeking any recovery against or from any of the Mt. McKinley Entities that seeks to enforce any rights under, through or related to the Mt. McKinley Policies.

Except as to any rights with respect to which the Debtors explicitly declined to give a release to the AIG Company Entities pursuant to the AIG Settlement Agreement, effective as of the Confirmation Date, but subject to the occurrence of the Effective Date and the conditions of the AIG Settlement Agreement, for good and valuable consideration, pursuant to Section 105(a) of the Bankruptcy Code, to the fullest extent permissible under applicable law, each Person that has held, currently holds or may hold a Claim shall be permanently, forever and completely stayed, restrained, prohibited, barred and enjoined pursuant to 11 U.S.C. §105(a) from taking any action or seeking any recovery against or from any of the AIG Company Entities that seeks to enforce any rights under, through or related to the AIG Policies.

Except as to any rights with respect to which the Debtors explicitly declined to give a release to the Affiliated FM Entities pursuant to the Affiliated FM Settlement Agreement, effective as of the Confirmation Date, but subject to the occurrence of the Effective Date and the conditions of the Affiliated FM Settlement Agreement, for good and valuable consideration, pursuant to Section 105(a) of the Bankruptcy Code, to the fullest extent permissible under applicable law, each Person that has held, currently holds or may hold a Claim shall be permanently, forever and completely stayed, restrained,

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prohibited, barred and enjoined pursuant to 11 U.S.C. §105(a) from taking any action or seeking any recovery against or from any of the Affiliated FM Entities that seeks to enforce any rights under, through or related to the Affiliated FM Policy.

Except as to any rights with respect to which the Debtors explicitly declined to give a release to the Allianz Entities pursuant to the Allianz Settlement Agreement, effective as of the Confirmation Date, but subject to the occurrence of the Effective Date and the conditions of the Allianz Settlement Agreement, for good and valuable consideration, pursuant to Section 105(a) of the Bankruptcy Code, to the fullest extent permissible under applicable law, each Person that has held, currently holds or may hold a Claim shall be permanently, forever and completely stayed, restrained, prohibited, barred and enjoined pursuant to 11 U.S.C. §105(a) from taking any action or seeking any recovery against or from any of the Allianz Entities that seeks to enforce any rights under, through or related to the Allianz Policies.

(e) Supplementary Section 105(a) Injunction

Pursuant to Section 105(a) of the Bankruptcy Code, to the fullest extent permissible under applicable law, each holder of a Bank Holders Claim shall be permanently, forever and completely stayed, restrained, prohibited, barred and enjoined pursuant to 11 U.S.C. §105(a) from taking any Enjoined Action against any of the Non-Debtor Subsidiaries after the Effective Date with respect to any obligations, liabilities or responsibilities whatsoever arising under or related to the 1997 Credit Agreement, any of the guaranties, instruments or other documents executed or delivered in connection therewith, or otherwise.

(f) Deemed Consent

By submitting a Ballot and not electing to withhold consent to the releases of the Released Parties by marking the appropriate box on the Ballot, each holder of a Claim or Interest shall be deemed, to the fullest extent permitted by applicable law, to have specifically consented to the releases and injunctions set forth in Sections 5.16(b) and (c).

(g) No Waiver

The release set forth in Subsection (a) of this Section 5.16 shall not, however, limit, abridge or otherwise affect the rights of the Reorganized Debtors to enforce, sue on, settle or compromise the rights, claims and other matters retained by Reorganized Debtors pursuant to the Plan.

(h) Integral to Plan

Each of the releases and injunctions provided in this Section 5.16 is an integral part of the Plan and is essential to its implementation. Each of the Persons being released under, or protected by the injunctions set forth in, this Section 5.16 shall have the right to independently seek the enforcement of such release and injunction.

5.17 Permanent Injunctions and Asbestos Personal Injury Permanent Channeling Injunction

(a) General Injunction

In order to supplement, where necessary, the injunctive effect of the discharge as provided in Section 1141 of the Bankruptcy Code, and pursuant to the exercise of the equitable jurisdiction and power of the Bankruptcy Court under Section 105(a) of the Bankruptcy Code, except as otherwise provided in

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the Plan or the Confirmation Order, as of the Confirmation Date, but subject to the occurrence of the Effective Date, all Persons and any Person claiming by or through them, that have held, currently hold or may hold a Claim or other obligation, suit, judgment, damages, debt, right, remedy, cause of action or liability (other than a Demand) that is discharged or an Interest or other right of an equity security holder that is terminated pursuant to the terms of the Plan shall be permanently, forever and completely stayed, restrained, prohibited and enjoined from taking any Enjoined Action against any of the Released Parties or Claimant Released Parties whether directly or indirectly, derivatively or otherwise for the purpose of, directly or indirectly, collecting, recovering or receiving payment of, on or with respect to any such discharged Claim or other obligation, suit, judgment, damages, debt, right, remedy, cause of action or liability (including, without limitation, any OC Asbestos Property Damage Claim or any FB Asbestos Property Damage Claim), or terminated Interest or right of an equity security holder on account of, or based on the subject matter of, any such discharged Claims, obligations, suits, judgments, damages, debts, rights, remedies, causes of action or liabilities or terminated Interests or rights of an equity security holder.

(b) Asbestos Personal Injury Permanent Channeling Injunction

PURSUANT TO SECTION 524(g) OF THE BANKRUPTCY CODE AND PURSUANT TO AND IN CONJUNCTION WITH THE CONFIRMATION ORDER, ALL PERSONS SHALL BE PERMANENTLY, FOREVER AND COMPLETELY STAYED, RESTRAINED, PROHIBITED, BARRED AND ENJOINED FROM TAKING ANY ENJOINED ACTION, OR PROCEEDING IN ANY MANNER IN ANY PLACE WITH REGARD TO ANY MATTER THAT IS SUBJECT TO RESOLUTION PURSUANT TO THE ASBESTOS PERSONAL INJURY TRUST AGREEMENT, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY ASBESTOS PERSONAL INJURY CLAIM OR ANY RESOLVED ASBESTOS PERSONAL INJURY CLAIM AGAINST ANY OF THE DEBTORS, ANY OF THE REORGANIZED DEBTORS, ANY PROTECTED PARTY OR ANY PROPERTY OR INTERESTS IN PROPERTY OF ANY DEBTOR, REORGANIZED DEBTOR OR PROTECTED PARTY, WHETHER DIRECTLY OR INDIRECTLY, DERIVATIVELY OR OTHERWISE, FOR THE PURPOSE OF, DIRECTLY OR INDIRECTLY, COLLECTING, RECOVERING OR RECEIVING PAYMENT OF, ON OR WITH RESPECT TO ANY ASBESTOS PERSONAL INJURY CLAIMS OR ANY RESOLVED ASBESTOS PERSONAL INJURY CLAIMS (OTHER THAN PURSUANT TO THE PROVISIONS OF THE ASBESTOS PERSONAL INJURY TRUST AGREEMENT OR TO ENFORCE THE PROVISIONS OF THE PLAN).

(c) No Waiver

Nothing contained in the Asbestos Personal Injury Permanent Channeling Injunction shall be deemed a waiver of any claim, right, remedy or cause of action that the Debtors, the Reorganized Debtors or the Asbestos Personal Injury Trust may have against any Person in connection with or arising out of an Asbestos Personal Injury Claim.

(d) Integral to Plan

Each of the injunctions provided in this Section 5.17 is an integral part of the Plan and is essential to its implementation. Each of the Released Parties, Claimant Released Parties, the Protected Parties and any other Persons being protected by the injunctions set forth in this Section 5.17 shall have the right to independently seek the enforcement of such injunctions.

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5.18 Directors and Officers of Reorganized Debtors

(a) Directors of Reorganized Debtors

(i) Appointment. The Reorganized OCD Board shall initially consist of sixteen (16) members, consisting of the twelve (12) Continuing Directors, one (1) member to be named by the Asbestos Claimants’ Committee, one (1) member to be named by the Future Claimants’ Representative and two (2) members to be named by the Ad Hoc Bondholders’ Committee. The identities of the members to be named by the Asbestos Claimants’ Committee, the Future Claimants’ Representative and the Ad Hoc Bondholders’ Committee shall be disclosed on Schedule XIX, to be filed no later than ten (10) Business Days prior to the Objection Deadline, which shall be in form and substance satisfactory to the Debtors.

(ii) Terms. The Reorganized OCD Board shall initially be divided into three classes, designated Class I, Class II and Class III, respectively, with five (5) directors in Class I, five (5) directors in Class II and six (6) directors in Class III. Nine (9) of the Continuing Directors shall serve in Class II and Class III, the one director to be named by the Future Claimants’ Representative shall serve in Class III, the one director to be named by the Asbestos Claimants’ Committee shall serve in Class III, and the remaining directors shall serve in Class I. At the first annual meeting of stockholders, which shall be held no earlier than the first anniversary of the Effective Date, the terms of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders, the terms of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders, the terms of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. Notwithstanding anything to the contrary set forth in this Section 5.18(a) or otherwise, for as long as the Asbestos Personal Injury Trust owns shares of New OCD Common Stock, it shall have the rights to designate one (1) member of the Reorganized OCD Board as directed by the Future Claimants’ Representative and one (1) member as directed by the TAC; provided, however, that in the event that the Asbestos Personal Injury Trust no longer holds any shares of New OCD Common Stock, the members of the Reorganized OCD Board named by the Asbestos Claimants’ Committee and the Future Claimants’ Representative, or their successors, shall resign promptly thereafter in accordance with the Amended and Restated By-Laws of Reorganized OCD. The terms of the members of the Reorganized OCD Board may be described in greater detail in the Amended and Restated Certificate of Incorporation of Reorganized OCD, the Amended and Restated By-Laws of Reorganized OCD or such other documents as the Plan Proponents may determine, to be filed no later than ten (10) Business Days prior to the Objection Deadline.

(iii) Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Reorganized OCD Board and at meetings of the stockholders, and shall have all powers and responsibilities attendant therewith, as may be described in greater detail in the Amended and Restated Certificate of Incorporation of Reorganized OCD, the Amended and Restated By-Laws of Reorganized OCD or such other documents as the Plan Proponents may determine, to be filed no later than ten (10) Business Days prior to the Objection Deadline. Michael H. Thaman shall serve as the initial Chairman of the Board.

(iv) Vacancies. Vacancies occurring on the Reorganized OCD Board subsequent to the Effective Date shall be filled by individuals elected by majority vote of the remaining directors, except that in the event that a director vacancy is caused by the resignation or removal of a Continuing Director, the remaining Continuing Directors shall have the right to designate the replacement

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director. Procedures for filling vacancies occurring on the Reorganized OCD Board may be described in greater detail in the Amended and Restated Certificate of Incorporation of Reorganized OCD, the Amended and Restated Bylaws of Reorganized OCD or such other documents as the Plan Proponents may determine, to be filed no later than ten (10) Business Days prior to the Objection Deadline.

(b) Officers of Reorganized Debtors

The existing senior officers of OCD who will serve initially in the same capacities after the Effective Date for Reorganized OCD shall be identified in a disclosure filed by the Debtors with the Bankruptcy Court on a date not less than ten (10) Business Days prior to the Objection Deadline, and shall designate the Chief Executive Officer. The executive officers of the other Reorganized Debtors shall consist of executive officers as determined by Reorganized OCD on the Effective Date or thereafter.

5.19 Compensation and Benefit Programs

(a) Except and to the extent previously assumed or rejected by an order of the Bankruptcy Court, on or before the Confirmation Date, but subject to the occurrence of the Effective Date, all employee compensation and benefit programs of the Debtors as amended or modified, including programs subject to Sections 1114 and 1129(a)(13) of the Bankruptcy Code, entered into before or after the Petition Date and not since terminated, shall be deemed to be, and shall be treated as though they are, executory contracts that are assumed except for (i) executory contracts or plans specifically rejected pursuant to the Plan, and (ii) executory contracts or plans as have previously been rejected, are the subject of a motion to reject or have been specifically waived by the beneficiaries of any plans or contracts; provided, however, that the Debtors may pay all “retiree benefits” (as defined in Section 1114(a) of the Bankruptcy Code).

(b) OCD and any other of the Reorganized Debtors whose employees are covered by the Merged Plan shall assume and continue the Merged Plan, satisfy the minimum funding standards pursuant to 26 U.S.C. § 412 and 29 U.S.C. § 1082, and administer the Merged Plan in accordance with its terms and the provisions of ERISA. Further, nothing in the Plan of Reorganization shall be construed in any way as discharging, releasing or relieving the Debtors or the Debtors’ successors, including the Reorganized Debtors, or any party, in any capacity, from liability imposed under any law or regulatory provision with respect to the Merged Plan or Pension Benefit Guaranty Corporation.

(c) On the Effective Date, Reorganized OCD will adopt Management and Director Arrangements, the terms and conditions of which shall be summarized in greater detail in Exhibit F, as it may be amended up to ten (10) Business Days prior to the Objection Deadline. On the Effective Date, management, directors and designated employees of Reorganized OCD and the other Reorganized Debtors shall receive the benefits provided under such Management and Director Arrangements on the terms and conditions provided for therein.

(d) All full-time employees and regular part-time employees of OCD and its Affiliates as of the Effective Date (excluding any employee who participates in the management incentive program portion of the Management and Director Arrangements described in Section 5.19(c) above as of the Effective Date) shall be eligible to receive a grant of 100 shares of New OCD Common Stock, or appropriate equivalent interest, upon the Effective Date. Each award of 100 shares of New OCD Common Stock shall vest in its entirety on the third anniversary of the Effective Date, subject to accelerated vesting for OCD-approved retirements or in the event that OCD (or its applicable Affiliate) terminates the employee’s employment without cause. Accordingly, OCD shall reserve 2,000,000 shares of New OCD Common Stock for issuance to such employees (assuming 20,000 eligible employees worldwide), which shares represent approximately 1.52% of the primary number of shares of New OCD

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Common Stock to be outstanding immediately after the Effective Date (assuming issuance of approximately 131.4 million shares on the Effective Date and excluding options issued on the Effective Date). The terms and conditions of this employee incentive program shall be described more fully in the Employee Arrangements set forth on Exhibit F, as it may be amended up to ten (10) Business Days prior to the Objection Deadline.¹²

5.20 Continuation of Certain Orders

Notwithstanding anything in the Plan to the contrary, the Debtors will continue to pay any Claims authorized to be paid by an order of the Bankruptcy Court during the Chapter 11 Cases, pursuant to the terms and conditions of any such order.

5.21 Exit Facility

On or prior to the Effective Date, OCD and those Subsidiaries which are parties to the Exit Facility shall enter into all necessary and appropriate documentation to obtain, and in connection with, the Exit Facility.

ARTICLE VI

[Intentionally Omitted]

ARTICLE VII

TREATMENT OF EXECUTORY AND POST-PETITION CONTRACTS

AND UNEXPIRED LEASES

7.1 Assumed Contracts and Leases

(a) Except as otherwise provided in the Plan, or in any contract, instrument, release, indenture or other agreement or document entered into in connection with the Plan, as of the Effective Date, each Debtor shall be deemed to have assumed each executory contract and unexpired lease to which it is a party, unless such contract or lease (i) was previously assumed or rejected by such Debtor, (ii) previously expired or terminated pursuant to its own terms, (iii) is the subject of a motion pending before the Bankruptcy Court as of the Confirmation Date to assume or reject such contract or lease or (iv) is listed on Schedule IV, to be filed at least ten (10) Business Days prior to the Objection Deadline, as being an executory contract or unexpired lease to be rejected; provided, however, that the Plan Proponents reserve the right, at any time prior to the Confirmation Date, to amend Schedule IV to add or delete any unexpired lease or executory contract. Moreover, except as otherwise provided in the Plan or an order of the Court entered prior to the Effective Date, as of the Effective Date, all of the Debtors’ post-petition contracts and leases entered into by one or more of the Debtors after the Petition Date shall be treated as though they are executory contracts or unexpired leases that are assumed under the Plan. The

¹² The Debtors reserve the right to propose an additional or other form of employee benefit or incentive program as part of the Employee Arrangements, the terms and conditions of which would be disclosed on Exhibit F, as it may be modified, revised and supplemented (as may be satisfactory in form and substance to the Reorganized Debtors and any other Plan Proponents) up to ten (10) Business Days prior to the Objection Deadline.

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Confirmation Order shall constitute an order of the Bankruptcy Court under Sections 365 and 1123 of the Bankruptcy Code, as applicable, approving the contract and lease assumptions described above, as of the Effective Date.

(b) Each executory contract and unexpired lease (including each post-petition contract and lease treated as an executory contract) that is assumed and relates to the use, ability to acquire, or occupancy of real property shall include (i) all modifications, amendments, supplements, restatements or other agreements made directly or indirectly by any agreement, instrument or other document that in any manner affect such executory contract or unexpired lease and (ii) all executory contracts or unexpired leases appurtenant to the premises, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, powers, uses, usufructs, reciprocal easement agreements, vaults, tunnel or bridge agreements or franchises and any other interests in real estate or rights in rem related to such premises, unless any of the foregoing agreements has been rejected pursuant to an order of the Bankruptcy Court.

7.2 Payments Related to Assumption of Contracts and Leases

Any monetary amounts by which each executory contract and unexpired lease (including each post-petition contract and lease treated as an executory contract) to be assumed pursuant to the Plan is in default will be satisfied, under Section 365(b)(1) of the Bankruptcy Code, at the option of the Debtors or the assignee of a Debtor assuming such contract or lease, by Cure. If there is a dispute regarding (i) the nature or amount of any Cure, (ii) the ability of a Reorganized Debtor or any assignee to provide “adequate assurance of future performance” (within the meaning of Section 365 of the Bankruptcy Code) under the contract or lease to be assumed or (iii) any other matter pertaining to assumption, Cure will occur following the entry of a Final Order of the Bankruptcy Court resolving the dispute and approving the assumption or assumption and assignment, as the case may be. To the extent not previously provided by the Court, the Confirmation Order shall contain provisions for notices of proposed assumptions and proposed Cure amounts to be sent to applicable third parties and for procedures for objecting thereto and resolution of disputes by the Bankruptcy Court. If no proposed Cure amount is proposed by the Debtors, it shall be presumed that the Debtors are asserting that no Cure amount is required to be paid under Section 365(b)(1) of the Bankruptcy Code.

7.3 Assignments Related to the Restructuring Transactions

As of the effective time of an applicable Restructuring Transaction, any executory contract or unexpired lease (including any post-petition contract or lease treated as an executory contract) to be held by any Debtor or another surviving, resulting or acquiring corporation in an applicable Restructuring Transaction shall be deemed assigned to the applicable entity pursuant to section 105, 365 and/or 1123 of the Bankruptcy Code, as applicable.

7.4 Rejected Contracts and Leases

On the Effective Date, each executory contract and unexpired lease that is listed on Schedule IV, shall be rejected pursuant to Section 365 of the Bankruptcy Code. Each contract or lease listed on Schedule IV shall be rejected only to the extent that any such contract or lease constitutes an executory contract or unexpired lease. The Plan Proponents reserve their right, at any time prior to the Confirmation Date, to amend Schedule IV to delete any unexpired lease or executory contract therefrom or add any unexpired lease or executory contract thereto. To the extent that an executory contract or unexpired lease (i) is not listed on Schedule IV, (ii) has not been previously rejected or (iii) is not subject to a motion to reject at the time of the Confirmation Date, such executory contract or unexpired lease shall be deemed assumed. Listing a contract or lease on Schedule IV shall not constitute an admission by a Debtor nor a

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Reorganized Debtor that such contract or lease is an executory contract or unexpired lease or that such Debtor or Reorganized Debtor has any liability thereunder. Without limiting the foregoing, any agreement entered into prior to the Petition Date by or on behalf of the Debtors with a holder of an Asbestos Personal Injury Claim with respect to the settlement of any OC Asbestos Personal Injury Claim or FB Asbestos Personal Injury Claim shall be deemed rejected as of the Effective Date to the extent such settlement agreement is deemed to be an executory contract within the meaning of Section 365(a) of the Bankruptcy Code. The Confirmation Order shall constitute an order of the Bankruptcy Court approving such rejections as of the Effective Date, pursuant to Section 365 of the Bankruptcy Code.

7.5 Rejection Damages Bar Date

If the rejection by a Debtor, pursuant to the Plan, of an executory contract or unexpired lease results in a Claim, then such Claim shall be forever barred and shall not be enforceable against any Debtor or Reorganized Debtor, or the properties of any of them, unless a Proof of Claim is filed and served upon counsel to the Debtors, counsel to the Unsecured Creditors’ Committee and counsel to the Asbestos Claimants’ Committee, within thirty (30) days after service of the notice that the executory contract or unexpired lease has been rejected.

7.6 Indemnification Obligations

(a) Indemnification Obligations shall be deemed to be, and shall be treated as though they are, executory contracts that are assumed pursuant to Section 365 of the Bankruptcy Code under the Plan as of the Effective Date, and such obligations shall survive confirmation of the Plan, remain unaffected by the Plan and shall not be discharged or impaired by the Plan, irrespective of whether the indemnification or reimbursement obligation is owed in connection with an event occurring before, on or after the Petition Date, except as may otherwise be provided in Schedule XVII, to be filed no later than ten (10) Business Days prior to the Objection Deadline; provided, however, that, except as otherwise provided in this Plan, indemnification obligations that are not Indemnification Obligations shall be deemed to be, and shall be treated as though they are, executory contracts that are rejected pursuant to Section 365 of the Bankruptcy Code as of the Effective Date.

(b) In addition to the foregoing, as of the Effective Date, the Reorganized Debtors shall obtain and maintain in full force tail insurance covering such risks as are presently covered for the benefit of all Persons who are or were officers or directors of the Debtors on the Petition Date or thereafter, except as may otherwise be provided in Schedule XVII, to be filed no later than ten (10) Business Days prior to the Objection Deadline, in a minimum amount and for a minimum period as shall be set forth in Schedule XVIII, to be filed no later than ten (10) Business Days prior to the Objection Deadline.

(c) Each of the provisions set forth in this Section 7.6 is an integral part of the Plan and is essential to its implementation. Each Person entitled to indemnification and insurance pursuant to this Section 7.6 shall have the right to independently seek the enforcement of each of the terms of this Section 7.6.

7.7 Insurance Policies and Agreements

(a) Assumed Insurance Policies and Agreements The Debtors do not believe that the insurance policies issued to, or insurance agreements entered into by, the Debtors prior to the Petition Date (including, without limitation, any policies covering directors’ or officers’ conduct) constitute executory contracts (and, consequently, such insurance policies and agreements shall continue in effect after the Effective Date). To the extent that such insurance policies or agreements (including, without limitation, any policies covering directors’ or officers’ conduct) are considered to be executory contracts,

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then, notwithstanding anything contained in Section 7.1 or 7.3 of the Plan to the contrary, the Plan shall constitute a motion to assume such insurance policies and agreements (except for those set forth on Schedule XI in accordance with Section 7.7(b) below), and, subject to the occurrence of the Effective Date, the entry of the Confirmation Order shall constitute approval of such assumption pursuant to Section 365(a) of the Bankruptcy Code and a finding by the Bankruptcy Court that each such assumption is in the best interest of each Debtor, its Estate, and all parties in interest in the Chapter 11 Cases. Unless otherwise determined by the Bankruptcy Court pursuant to a Final Order or agreed to by the parties thereto prior to the Effective Date, no payments are required to cure any defaults of the Debtors existing as of the Confirmation Date with respect to each such insurance policy or agreement. To the extent that the Bankruptcy Court determines otherwise as to any such insurance policy or agreement, the Debtors reserve the right to seek rejection of such insurance policy or agreement or other available relief. In accordance with Sections 10.3 of the Plan, the rights of the Debtors under the insurance policies and agreements constituting the OC Asbestos Personal Injury Liability Insurance Assets shall, to the extent necessary, be deemed assigned to the OC Sub-Account of the Asbestos Personal Injury Trust as of the Effective Date, and, pursuant to Section 365 of the Bankruptcy Code, the Debtors shall have no further liability thereunder from and after June 18, 2001.

(b) Rejected Insurance Policies and Agreements

If the Wellington Agreement is determined to be an executory contract, OCD has agreed that it will not reject the Wellington Agreement as an executory contract. To the extent that any or all of the insurance policies and agreements set forth on Schedule XI, to be filed no later than ten (10) Business Days prior to the Objection Deadline, are considered to be executory contracts, then, notwithstanding anything contained in Section 7.1 or 7.3 of the Plan to the contrary, the Plan shall constitute a motion to reject the insurance policies and agreements set forth on Schedule XI, and the entry of the Confirmation Order shall constitute approval of such rejection pursuant to Section 365(a) of the Bankruptcy Code and a finding by the Bankruptcy Court that each such rejected insurance policy or agreement set forth on Schedule XI is burdensome and that the rejection thereof is in the best interest of each Debtor, its estate, and all parties in interest in the Chapter 11 Cases.

(c) Reservation of Rights

With the exception of issues that are expressly resolved in the Plan or Confirmation Order including those specified in Section 3.3(f)(iii), 3.4(d)(iii), and 12.1(a)(xxiv) and (xxv) of the Plan relating to rights under insurance policies and insurance settlement agreements, and with the exception of issues that are expressly resolved by insurance settlement agreements approved by the Bankruptcy Court: (i) nothing contained in the Plan, including this Section 7.7 or in the Confirmation Order, shall preclude OCD, Fibreboard, or their insurers from asserting in any proceeding any and all claims, defenses, rights or causes of action that they have or may have under or in connection with any insurance policies issued to OCD or Fibreboard or any settlement agreements made with respect to such insurance policies; (ii) nothing in the Plan or Confirmation Order shall be deemed to waive any claims, defenses, rights, or causes of action that OCD, Fibreboard, or their insurers have or may have under the provisions, terms, conditions, defenses and/or exclusions contained in such insurance policies or settlement agreements, including, but not limited to, any and all claims, defenses, rights or causes of action based upon or arising out of Asbestos Personal Injury Claims, OC Property Damage Claims, or FB Property Damage Claims that are liquidated, resolved, discharged, channeled or paid in connection with the Plan; and (iii) nothing in the Confirmation Order or the Plan (including any other provision that purports to be preemptory or supervening), shall in any way operate to or have the effect of, impairing the insurers’ legal, equitable or contractual rights, if any, in any respect, and the rights of insurers shall be determined under insurance policies and settlement agreements as applicable.

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(d) Miscellaneous

The Asbestos Personal Injury Trust is obligated to honor and respect the benefits and protections, including, without limitation, the release and injunctive protections, conferred upon Affiliated FM and Allianz by the Affiliated FM Settlement Agreement and the Allianz Settlement Agreement, respectively, as if the Asbestos Personal Injury Trust were a signatory thereto. The express references to Affiliated FM and Allianz in the preceding sentence shall not give rise to any inference that other settling insurers are not entitled to similar protections.

ARTICLE VIII

PROVISIONS GOVERNING DISTRIBUTIONS

8.1 Distributions for Claims Allowed as of the Initial Distribution Date

Except as otherwise provided herein or as ordered by the Bankruptcy Court, distributions to be made on account of Claims that are Allowed Claims as of the Effective Date shall be made on, or as soon as practicable after, the Initial Distribution Date. Notwithstanding anything herein to the contrary, distributions on account of Administrative Claims that are Allowed Claims as of the Effective Date shall be made on, or as soon as practicable after, the Effective Date, with no action to enforce a right to such payment until at least thirty (30) days after the Effective Date. Notwithstanding anything herein to the contrary, distributions on account of Class A7 and B8 Claims shall be made in accordance with the terms and conditions of the Asbestos Personal Injury Trust Agreement and the Asbestos Personal Injury Trust Distribution Procedures. Distributions on account of Claims that first become Allowed Claims after the Effective Date shall be made pursuant to Section 9.4 of the Plan. Notwithstanding the date on which any distribution of New OCD Securities is actually made to a holder of a Claim that is an Allowed Claim on the Effective Date, as of the date of the distribution such holder shall be deemed to have the rights of a holder of such securities distributed as of the Initial Distribution Date; provided, however, that for purposes of determining accrual of interest or rights in respect of any other payment from and after the Effective Date, the Rights Offering Shares to be issued under the Rights Offering pursuant to the Plan shall be deemed issued as of the Effective Date (or, if applicable, Initial Distribution Date) regardless of the date on which they are actually dated, authenticated or distributed.

8.2 Interest on Claims

Unless otherwise specifically provided for in the Plan, the Confirmation Order, or the Asbestos Personal Injury Trust Distribution Procedures, or required by applicable bankruptcy law, post-petition interest shall not accrue or be paid on Claims, and no holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any Claim. Interest shall not accrue or be paid upon any Disputed Claim in respect of the period from the Petition Date to the date a final distribution is made thereon if and after such Disputed Claim becomes an Allowed Claim.

8.3 Distributions under the Plan

(a) The Disbursing Agent or, in the case of the Bondholders Claims, the appropriate Pre-petition Indenture Trustee, shall make all distributions required under the Plan, except to holders of Asbestos Personal Injury Claims. Asbestos Personal Injury Claims shall be satisfied in accordance with the distribution procedures described in the Asbestos Personal Injury Trust Agreement and the Asbestos Personal Injury Trust Distribution Procedures.

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(b) If the Disbursing Agent is an independent third party designated by the Reorganized Debtors to serve in such capacity, such Disbursing Agent shall be entitled to receive, without further Bankruptcy Court approval, reasonable compensation for distribution services rendered pursuant to the Plan as well as reimbursement of reasonable out-of-pocket expenses incurred in connection with rendering such services from the Reorganized Debtors on terms acceptable to the Reorganized Debtors. No Disbursing Agent shall be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court.

8.4 Record Date for Distributions to Holders of Allowed Claims and Existing OCD Common Stock (Other Than Asbestos Personal Injury Claims)

At the close of business on the Distribution Record Date, the transfer records for Claims and Existing OCD Common Stock (other than Asbestos Personal Injury Claims), including the Bank Holders Claims and Bondholders Claims, shall be closed, and there shall be no further changes in the record holders of such Claims. None of the Reorganized Debtors, the Disbursing Agent, if any, CSFB, as agent for the Bank Holders nor the applicable Pre-petition Indenture Trustee under the Pre-petition Bond Indenture for the Bondholders shall have any obligation to recognize any transfer of Allowed Claims, including, without limitation, Allowed Bank Holders Claims or Allowed Bondholders Claims, as applicable, occurring after the Distribution Record Date, and they shall be entitled instead to recognize and deal for all purposes hereunder with only those record holders as of the close of business on the Distribution Record Date.

Distributions to holders of Bondholder Claims administered by the Pre-petition Indenture Trustees shall be made by means of book-entry exchange through the facilities of the Depository Trust Corporation (“DTC”) in accordance with the customary practices of the DTC, as and to the extent practicable. In connection with such book-entry exchange, each Pre-petition Indenture Trustee shall deliver instructions to the DTC directing the DTC to effect distributions (net of Pre-petition Indenture Trustee fees and expenses) on a pro rata basis as provided under the Plan with respect to the Bondholder Claims upon which such Indenture Trustee acts as trustee.

8.5 Means of Cash Payment

Cash payments made pursuant to the Plan shall be in United States funds by means agreed to by the payor and the payee, including by check or wire transfer, or, in the absence of an agreement, such commercially reasonable manner as the Debtors, the Reorganized Debtors, the Disbursing Agent, or, as applicable, such other payor shall determine in their sole discretion.

8.6 Fractional New OCD Common Stock; Other Distributions

(a) No fractional shares of New OCD Common Stock shall be issued or distributed under the Plan. If any distribution pursuant to the Plan would otherwise result in the issuance of New OCD Common Stock that is not a whole number, the actual distribution of shares of such stock shall be rounded to the next higher or lower whole number as follows: (i) fractions of greater than one-half ( ¹/2) shall be rounded to the next higher whole number, and (ii) fractions of one-half ( ¹/2) or less shall be rounded to the next lower whole number. The total number of shares of New OCD Common Stock to be distributed pursuant to the Plan shall be adjusted as necessary to account for the rounding provided for herein.

(b) No consideration shall be provided in lieu of fractional shares that are rounded down.

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(c) In addition, the payment of fractions of dollars shall not be made. Whenever any payment of a fraction of a dollar under the Plan would otherwise be called for, the actual payment made shall reflect a rounding of the fraction to the nearest whole dollar (up and down), with half dollars rounded down.

(d) The Disbursing Agent, or any agent or servicer, as the case may be, shall not make any payment of less than one hundred dollars ($100.00) with respect to any Claim.

8.7 Delivery of Distributions

Distributions to holders of Allowed Claims in all Classes other than Classes A7, B8 and B9 shall be made by the Disbursing Agent or the applicable Pre-petition Indenture Trustee, as the case may be. If any holder’s distribution is returned as undeliverable, no further distributions to such holder shall be made until the Disbursing Agent (or Pre-petition Indenture Trustee as applicable) is notified of such holder’s then current address, at which time all missed distributions shall be made to such holder without interest. Amounts in respect of undeliverable distributions made by the Disbursing Agent (or the Pre-petition Indenture Trustee as applicable) shall be returned to the Reorganized Debtors until such distributions are claimed. All the claims for undeliverable distributions made by the Disbursing Agent or the Pre-petition Indenture Trustee, as the case may be, must be made on or before the first (1st) anniversary of the Effective Date, after which date all unclaimed property shall revert to the Reorganized Debtors free of any restrictions thereon and the claim of any holder or successor to such holder with respect to such property shall be discharged and forever barred, notwithstanding any federal or state escheat laws to the contrary. Nothing contained in the Plan shall require the Debtors, Reorganized Debtors, any Disbursing Agent, the Administrative Agent for the Bank Holders or any Pre-petition Indenture Trustee to attempt to locate any holder of an Allowed Claim after the first (1^st) anniversary of the Effective Date.

8.8 Surrender of Pre-petition Bonds

(a) Pre-petition Bonds

Except as provided in Section 8.8(b) hereof in connection with lost, stolen, mutilated or destroyed Pre-petition Bonds, each holder of an Allowed Claim evidenced by a Pre-petition Bond shall tender such Pre-petition Bond to the respective Pre-petition Indenture Trustee in accordance with written instructions to be provided in a letter of transmittal to such holders by the Pre-petition Indenture Trustee as promptly as practicable following the Effective Date. Such letter of transmittal shall specify that delivery of such Pre-petition Bonds will be effected, and risk of loss and title thereto will pass, only upon the proper delivery of such Pre-petition Bonds with the letter of transmittal in accordance with such instructions. Such letter of transmittal shall also include, among other provisions, customary provisions with respect to the authority of the holder of the applicable note or Pre-petition Bonds to act and the authenticity of any signatures required on the letter of transmittal. All surrendered Pre-petition Bonds shall be marked as cancelled and delivered by the respective Pre-petition Indenture Trustee to the Reorganized Debtors.

(b) Lost, Mutilated or Destroyed Pre-petition Bonds

In addition to any requirements under the applicable certificate or articles of incorporation or bylaws of the applicable Debtor, any holder of indebtedness or obligation of a Debtor evidenced by a Pre-petition Bond that has been lost, stolen, mutilated or destroyed shall, in lieu of surrendering the Pre-petition Bond, deliver to the Pre-petition Indenture Trustee (i) evidence satisfactory to the Pre-petition Indenture Trustee of the loss, theft, mutilation or destruction; and (ii) such indemnity as may be required by the Pre-petition Indenture Trustee to hold the Pre-petition Indenture Trustee harmless from any damages, liabilities or costs incurred in treating such individual as a holder of a Pre-petition Bond.

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(c) Failure to Surrender Cancelled Pre-petition Bonds

Any holder of a Pre-petition Bond that fails to surrender or be deemed to have surrendered such Pre-petition Bond before the first (1st) anniversary of the Effective Date shall have its Claim for a distribution on account of such Pre-petition Bond discharged and shall be forever barred from asserting any such Claim against any Reorganized Debtor or their respective property.

(d) Distributions upon Receipt of Pre-petition Bonds

No distribution of property under the Plan shall be made to or on behalf of any such holders unless and until such Pre-petition Bond is received by the appropriate Pre-petition Indenture Trustee, or the unavailability of such Pre-petition Bond is established to the reasonable satisfaction of the appropriate Pre-petition Indenture Trustee or such requirement is waived by the Reorganized Debtors.

8.9 Withholding and Reporting Requirements

In connection with the Plan and all distributions thereunder, the Disbursing Agent shall, to the extent applicable, comply with all tax withholding and backup withholding and reporting requirements imposed by any federal, state, provincial, local or foreign taxing authority, and all distributions thereunder shall be subject to any such withholding and reporting requirements. The Disbursing Agent shall be authorized to take any and all actions that may be necessary or appropriate to comply with such withholding and reporting requirements.

8.10 Setoffs

The Debtors and the Reorganized Debtors may, but shall not be required to, pursuant to Section 553 of the Bankruptcy Code or applicable non-bankruptcy law, set off against any Allowed Claim and the payments or other distributions to be made pursuant hereto on account of such Claim (before any distribution is made on account of such Allowed Claim), the claims, equity interests, rights and causes of action of any nature whatsoever that the Debtors or the Reorganized Debtors may hold against the holder of such Allowed Claim; provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any such claims, equity interests, rights and causes of action that the Debtors or the Reorganized Debtors may possess against any such holder, except as specifically provided herein.

ARTICLE IX

PROCEDURES FOR RESOLVING DISPUTED,

CONTINGENT AND UNLIQUIDATED CLAIMS AND DISPUTED INTERESTS

9.1 Prosecution of Objections to Certain Claims

(a) Unless otherwise ordered by the Bankruptcy Court, only the Debtors, the Reorganized Debtors or the Disbursing Agent shall have the authority to file objections to settle, compromise, withdraw or litigate objections to Claims, other than with respect to (i) the applications for the allowance of compensation and reimbursement of expenses of professionals under Section 330 of the Bankruptcy Code and (ii) Asbestos Personal Injury Claims, provided, however, that in the event the Disbursing Agent is not one of the Reorganized Debtors, then the Disbursing Agent shall reasonably consult with a designated representative of Reorganized OCD with respect to the settlement or compromise of the foregoing claims on such terms and conditions as may be mutually satisfactory to the Disbursing Agent and Reorganized OCD.

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(b) From and after the Confirmation Date, the Reorganized Debtors or the Disbursing Agent may settle or compromise any Disputed Claim without approval of the Bankruptcy Court.

(c) All objections to Claims, other than Asbestos Personal Injury Claims, must be filed and served on the holders of such Claims by the Claims Objection Deadline. Nothing contained herein, however, shall limit the Debtors’ or Reorganized Debtors’ right to object to any Claims, other than Asbestos Personal Injury Claims, filed or amended after the Claims Objection Deadline. If an objection has not been filed to a Proof of Claim or a scheduled Claim, other than Asbestos Personal Injury Claims, by the Claims Objection Deadline, the Claim to which the Proof of Claim or scheduled Claim relates will be treated as an Allowed Claim if such Claim has not been Allowed earlier.

(d) Notwithstanding anything contained in the Plan to the contrary, the Debtors shall not be required to take any further action with respect to any proofs of claim filed against any of the Debtors on account of asserted Asbestos Personal Injury Claims. As set forth in Sections 5.17(b), 10.4 and 11.4 hereof, all Asbestos Personal Injury Claims against any and all of the Debtors shall be exclusively channeled to the Asbestos Personal Injury Trust, and shall be subject to the Asbestos Personal Injury Channeling Injunction.

9.2 No Distributions Pending Allowance

Notwithstanding any other provision in this Plan, no payments or distributions shall be made with respect to all or any portion of a Disputed Claim unless and until all objections to such Disputed Claim have been settled or withdrawn or have been determined by Final Order, and the Disputed Claim, or some portion thereof, has become an Allowed Claim.

9.3 Disputed Distribution Reserve

(a) On, or as soon as practicable after, the Initial Distribution Date, the Reorganized Debtors shall transmit to the Disputed Distribution Reserve Cash in an amount equal to the sum of (i) the Face Amount of each Administrative Claim, Priority Tax Claim, Other Priority Claim, Other Secured Tax Claim, Other Secured Claim and Convenience Claim that is a Disputed Claim as of the Effective Date, or (ii) such lesser amount for any such Disputed Claim that may be agreed upon by the holder of such Disputed Claim and the Reorganized Debtors, or that may be approved by the Bankruptcy Court at or prior to the Confirmation Hearing. The Disbursing Agent shall reserve for the account of each holder of a Disputed Claim described in the immediately preceding sentence, Cash in the Face Amount thereof (or such lesser amount as such holder and the Reorganized Debtors may agree or as may be approved by the Bankruptcy Court at or prior to the Confirmation Hearing); provided, however, that the Cash transmitted to, and reserved by, the Disbursing Agent pursuant to this Section 9.3(a) may be held by the Disbursing Agent in a single interest bearing account, fund or reserve (provided further, however, that separate book entries for each Claim shall be maintained by the Disbursing Agent) to be established and maintained by the Disbursing Agent pending resolution of the Disputed Claims described in this Section 9.3(a).

(b) In addition, on, or as soon as practicable after, the Initial Distribution Date, the Reorganized Debtors shall transmit to the Disputed Distribution Reserve:

(i) in the event Class A5 rejects the Plan, the Reserved OCD Distribution Package; or

(ii) in the event Class A5 accepts the Plan, (x) Cash in an amount equal to the Reserved OCD Distribution Amount, in the event either or both of Class A6-A and Class A6-B rejects the Plan; (y) the Reserved Class A6-A Aggregate Amount, in the event Class A6-A accepts the Plan; and (z) the Reserved Class A6-B Aggregate Amount, in the event Class A6-B accepts the Plan.

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The Disbursing Agent shall reserve (from the Reserved OCD Distribution Package, the Reserved OCD Distribution Amount, the Reserved Class A6-A Aggregate Amount or the Reserved Class A6-B Aggregate Amount, as may be applicable) for the account of each holder of a Disputed Class A6-A or Class A6-B Claim Cash, New OCD Common Stock, or such other property which would otherwise be distributable to such holder on the Initial Distribution Date in accordance with the Plan were such Disputed Claim an Allowed Claim (in the Face Amount thereof) as of the Effective Date (or property of a lesser value as such holder and the Reorganized Debtors may agree or as may be approved by the Bankruptcy Court). Moreover, each of the Reserved OCD Distribution Package, the Reserved OCD Distribution Amount, the Reserved Class A6-A Aggregate Amount and the Reserved Class A6-B Aggregate Amount, to the extent applicable, shall be set aside and segregated from the property received by the Disbursing Agent pursuant to Sections 9.3(a) and 9.3(c); provided, however, that the Cash portion of any of the foregoing may be held by the Disbursing Agent in a single interest bearing account, fund or reserve (provided further, however, that separate book entries for each Claim shall be maintained by the Disbursing Agent) to be established and maintained by the Disbursing Agent pending resolution of the Disputed Claims described in this Section 9.3(b). Without limiting the foregoing, at all times after the Initial Distribution Date, (i) the holders of Disputed Class A6-A and A6-B Claims shall have the sole right to the Reserved OCD Distribution Package or the Reserved OCD Distribution Amount, to the extent applicable, (ii) the holders of Disputed Class A6-A Claims shall have the sole right to the Reserved Class A6-A Aggregate Amount, to the extent applicable, and (iii) the holders of Disputed Class A6-B Claims shall have the sole right to the Reserved Class A6-B Aggregate Amount, to the extent applicable, in the Disputed Distribution Reserve. Moreover, the Disbursing Agent shall not disburse or distribute any portion of any such package or amount to any Person prior to the Final Distribution Date (subject to Section 9.5 hereof) other than to holders of Disputed Class A6-A or A6-B Claims that become Allowed in accordance with the terms of this Plan subsequent to the Effective Date, without further order of the court.

(c) In addition, on, or as soon as practicable after, the Initial Distribution Date, the Reorganized Debtors shall transmit to the Disputed Distribution Reserve Cash in an aggregate amount equal to the sum of (i) the Face Amount of each Class B6 through Class U6 Claim that is a Disputed Claim as of the Effective Date, or (ii) such lesser amount for any such Disputed Claim that may be agreed upon by the holder of such Disputed Claim and the Reorganized Debtors, or that may be approved by the Bankruptcy Court at or prior to the Confirmation Hearing. The Disbursing Agent shall reserve for the account of each holder of a Disputed Claim in each of the respective Classes B6-U6, Cash in an amount equal to (i) the Face Amount of such Disputed Claim, or (ii) such lesser amount for any such Disputed Claim that may be agreed upon by the holder of such Disputed Claim and the Reorganized Debtors, or that may be approved by the Bankruptcy Court at or prior to the Confirmation Hearing; provided, however, that the Cash transmitted to, and reserved by, the Disbursing Agent pursuant to this Section 9.3(c) may be held by the Disbursing Agent in a single interest bearing account, fund or reserve (provided further, however, that separate book entries for each Claim shall be maintained by the Disbursing Agent) to be established and maintained by the Disbursing Agent pending resolution of the Disputed Claims described in this Section 9.3(c).

9.4 Distributions on Account of Disputed Claims Once They are Allowed

(a) On each Quarterly Distribution Date, the Disbursing Agent shall make payments and distributions from the Disputed Distribution Reserve to each holder of a Disputed Claim that has become an Allowed Claim during the preceding calendar quarter.

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(b) Pursuant to Sections 3.1, 3.2, 3.3(a), 3.4(a), 3.5(a), 3.6(a), 3.7(a), 3.8(a), 3.9(a), 3.10(a), 3.11(a), 3.12(a), 3.13(a), 3.14(a), 3.15(a), 3.16(a), 3.17(a), 3.18(a), 3.19(a), 3.20(a), 3.21(a), 3.22(a), and 3.23(a) of the Plan, the Disbursing Agent shall distribute to each holder of a Disputed Claim described in Section 9.3(a) above, which becomes an Allowed Claim after the Effective Date, Cash from the Distributed Distribution Reserve in an amount equal to the Allowed amount of such Claim. Any Cash transmitted to the Disputed Distribution Reserve pursuant to Section 9.3(a) above, which is remaining in the Disputed Distribution Reserve after all distributions on account of Claims described in Section 9.3(a) have been made, shall constitute, and shall be deemed to constitute, Excess Available Cash.

(c) Pursuant to Sections 3.3(d) and 3.3(e) of the Plan, and subject to Section 8.2 of the Plan, the Disbursing Agent shall distribute to each holder of a Disputed Class A6-A or Class A6-B Claim, as the case may be, which becomes an Allowed Claim after the Effective Date, property from the Disputed Distribution Reserve that would have been distributed to the holder of such Claim had such Claim been an Allowed Claim as of the Effective Date. The source and nature of such distributions shall be as follows:

(i) in the event Class A5 rejects the Plan, all distributions to holders of Disputed Class A6-A and Class A6-B Claims which become Allowed Claims after the Effective Date shall be made from the Reserved OCD Distribution Package and shall be in the Standard Combination of Cash and New OCD Common Stock;

(ii) in the event Class A5 and Class A6-A both accept the Plan, all distributions to holders of Disputed Class A6-A Claims which become Allowed Claims after the Effective Date shall be made in Cash from the Reserved Class A6-A Aggregate Amount;

(iii) in the event Class A5 and Class A6-B both accept the Plan, all distributions to holders of Disputed Class A6-B Claims which become Allowed Claims after the Effective Date shall be made in Cash from the Reserved Class A6-B Aggregate Amount; and

(iv) in the event Class A5 accepts that Plan and either or both of Class A6-A and Class A6-B rejects the Plan, all distributions to holders of Disputed Claims in such rejecting Class which become Allowed Claims after the Effective Date shall be made in Cash from the Reserved OCD Distribution Amount.

(d) Pursuant to Sections 3.4(c), 3.5(c), 3.6(c), 3.7(c), 3.8(c), 3.9(c), 3.10(c), 3.11(c), 3.12(b), 3.13(b), 3.14(b), 3.15(b), 3.16(b), 3.17(b), 3.18(b), 3.19(b), 3.20(b), 3.21(b), 3.22(b), and 3.23(b) of the Plan, and subject to Section 8.2 of the Plan, the Disbursing Agent shall distribute to each holder of a Disputed Claim in each of the respective Classes B6-U6, which becomes an Allowed Claim after the Effective Date, Cash from the Disputed Distribution Reserve in an amount equal to the Allowed amount of such Claim (excluding post-petition interest). Any Cash transmitted to the Disputed Distribution Reserve pursuant to Section 9.3(c) above, which is remaining in the Disputed Distribution Reserve after all distributions on account of Claims described in Section 9.3(c) have been made, shall constitute, and shall be deemed to constitute, Excess Available Cash.

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9.5 Final Distributions from the Disputed Distribution Reserve

(a) On the Final Distribution Date, the Disbursing Agent shall distribute:

(i) the Excess Available Cash and the Excess New OCD Common Stock, if any, from the Disputed Distribution Reserve to holders of Allowed Claims in Classes A5, A6-A and A6-B and to the OC Sub-Account, pursuant to Section 3.3 of the Plan;

(ii) if Classes A5 and A6-A both accept the Plan, any remaining portion of the Reserved Class A6-A Aggregate Amount to holders of Allowed Claims in Class A6-A, pursuant to Section 3.3(d)(ii)(D) of the Plan; and

(iii) if Classes A5 and A6-B both accept the Plan, any remaining portion of the Reserved Class A6-B Aggregate Amount to holders of Allowed Claims in Class A6-B, pursuant to Section 3.3(e)(ii)(D) of the Plan.

(b) Notwithstanding anything to the contrary herein, Section 8.6(d) of the Plan shall apply with equal force and effect to the distributions from the Disputed Distribution Reserve described in this Article IX. Moreover, if the aggregate value of the Cash and New OCD Common Stock in the Disputed Distribution Reserve as of the Final Distribution Date is less than $1 million (before taking into account any distributions otherwise payable on such date), then, for purposes of administrative convenience, such Cash and New OCD Common Stock shall revert to the Reorganized Debtors free of any restrictions thereon.

ARTICLE X

THE ASBESTOS PERSONAL INJURY TRUST

10.1 The Asbestos Personal Injury Trust

The Asbestos Personal Injury Trust is intended to be a “qualified settlement fund” within the meaning of Treasury Regulations Section 1.468B-1, et seq., promulgated under Section 468B of the IRC. Pursuant to the Asbestos Personal Injury Trust Agreement, the Asbestos Personal Injury Trust will have two separate sub-accounts: the OC Sub-Account and the FB Sub-Account. The purpose of the Asbestos Personal Injury Trust shall be to, among other things, (i) exclusively process, liquidate, and pay all Asbestos Personal Injury Claims in accordance with the Plan, the Asbestos Personal Injury Trust Distribution Procedures, and the Confirmation Order and (ii) preserve, hold, manage, and maximize the assets of the Asbestos Personal Injury Trust (including both the OC Sub-Account and the FB Sub-Account) for use in paying and satisfying Asbestos Personal Injury Claims. The Asbestos Personal Injury Trust shall comply in all respects with the requirements set forth in Section 524(g)(2)(B)(i) of the Bankruptcy Code.

10.2 Appointment of Asbestos Personal Injury Trustees

On the Confirmation Date, effective as of the Effective Date, the Bankruptcy Court shall appoint the individuals selected jointly by the Asbestos Claimants’ Committee and the Future Claimants’ Representative (as identified in the Asbestos Personal Injury Trust Agreement), with notice to the Debtors, to serve as the Asbestos Personal Injury Trustees for the Asbestos Personal Injury Trust.

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10.3 Transfers of Property to the Asbestos Personal Injury Trust

(a) Transfer of the Plan Consideration to the OC Sub-Account of the Asbestos Personal Injury Trust

The Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account the property and consideration set forth in Section 3.3(f)(iii) in the manner and at the times set forth therein.

The Reorganized Debtors will also execute and deliver to the Asbestos Personal Injury Trust such documents as the Asbestos Personal Injury Trustees reasonably request to issue the New OCD Common Stock to be distributed to the Asbestos Personal Injury Trust (if any) in the name of the Asbestos Personal Injury Trust or a nominee and transfer and assign to the Asbestos Personal Injury Trust all other assets which constitute the assets of the Asbestos Personal Injury Trust.

(b) Transfer of the Plan Consideration to the FB Sub-Account of the Asbestos Personal Injury Trust

The Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust for allocation to the FB Sub-Account the consideration set forth in Section 3.4(d)(iii) in the manner and at the times set forth therein.

The Reorganized Debtors will also execute and deliver, or will use all commercially reasonable efforts to cause the trustee of the Fibreboard Insurance Settlement Trust to execute and deliver, to the Asbestos Personal Injury Trust such documents as the Asbestos Personal Injury Trustees reasonably request in connection with the transfer and assignment of the Existing Fibreboard Insurance Settlement Trust Assets.

(c) Transfer of Books and Records to the Asbestos Personal Injury Trust

On the Effective Date, or as soon thereafter as is practicable, at the sole cost and expense of the Asbestos Personal Injury Trust and in accordance with written instructions provided to the Reorganized Debtors by the Asbestos Personal Injury Trust, the Reorganized Debtors will transfer and assign, and will use all commercially reasonable efforts to cause the trustee of the Fibreboard Insurance Settlement Trust to transfer and assign, to the Asbestos Personal Injury Trust all books and records of the Debtors and the Fibreboard Insurance Settlement Trust that pertain directly to Asbestos Personal Injury Claims that have been asserted against the Debtors and/or the Fibreboard Insurance Settlement Trust. The Debtors will request that the Bankruptcy Court, in the Confirmation Order, rule that such transfers shall not result in the invalidation or waiver of any applicable privileges pertaining to such books and records.

10.4 Assumption of Certain Liabilities by the Asbestos Personal Injury Trust

(a) OC Asbestos Personal Injury Claims

In consideration for the property transferred to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account, and in furtherance of the purposes of the Asbestos Personal Injury Trust and the Plan, the Asbestos Personal Injury Trust shall, and shall be deemed to, assume any and all obligations, liability and responsibility for the OC Asbestos Personal Injury Claims (regardless of whether such Claims are or may be asserted against OCD or any of the other Debtors), and each of the Debtors, the Reorganized Debtors and each of their respective Related Persons and property shall have no further financial or other obligation, responsibility or liability therefor. The Asbestos Personal Injury Trust shall

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also assume, and shall be deemed to assume, any and all obligations, liability and responsibility for premiums, deductibles, retrospective premium adjustments, security or collateral arrangements, and any other charges, costs, fees, setoffs, damages or expenses (if any) that become due to any insurer in connection with (i) the OC Asbestos Personal Injury Liability Insurance Assets as a result of OC Asbestos Personal Injury Claims, (ii) asbestos-related personal injury claims against Persons insured under policies included in the OC Asbestos Personal Injury Liability Insurance Assets by reason of vendors’ endorsements, or (iii) the indemnification provisions of settlement agreements that OC made prior to the Confirmation Date with any insurers, to the extent that those indemnity provisions relate to Asbestos Personal Injury Claims, and each of the Reorganized Debtors and its respective Related Persons shall have no further financial or other obligation, responsibility or liability for any of the foregoing.

(b) FB Asbestos Personal Injury Claims

In consideration for the property transferred to the Asbestos Personal Injury Trustees for allocation to the FB Sub-Account, and in furtherance of the purposes of the Asbestos Personal Injury Trust and the Plan, the Asbestos Personal Injury Trust shall, and shall be deemed to, assume any and all obligations, liability and responsibility for, under or relating to any and all FB Asbestos Personal Injury Claims (regardless of whether such Claims are or may be asserted against Fibreboard or any of the other Debtors), and each of the Debtors, the Reorganized Debtors and each of their respective Related Persons and property shall have no further financial or other obligation, responsibility or liability therefor.

10.5 Certain Property Held in Trust by the Reorganized Debtors or the Fibreboard Insurance Settlement Trust

If and to the extent that any assets, claims, rights or other property of the Reorganized Debtors or of the Fibreboard Insurance Settlement Trust to be transferred to the Asbestos Personal Injury Trust, under applicable law or any binding contractual provision, cannot be effectively transferred, or if for any reason after the Effective Date the Reorganized Debtors or the trustees of the Fibreboard Insurance Settlement Trust, as the case may be, shall retain or receive any assets, claims, rights or other property that is owned by the Reorganized Debtors, the Debtors or the Fibreboard Insurance Settlement Trust (as the case may be) and is to be transferred pursuant to the Plan to the Asbestos Personal Injury Trust, then the Reorganized Debtors or the trustees of the Fibreboard Insurance Settlement Trust, as the case may be, shall hold such property (and any proceeds thereof) in trust for the benefit of the party entitled to receive the transfer of such asset under the Plan (or the benefit of such asset) and will take such actions with respect to such property (and any proceeds thereof) as such party entitled to receive the transfer of such asset under the Plan (or the benefit of such asset) shall direct in writing.

10.6 Cooperation with Respect to Insurance Matters

The Reorganized Debtors shall cooperate with the Asbestos Personal Injury Trust and use commercially reasonable efforts to take or cause to be taken all appropriate actions and to do or cause to be done all things necessary or appropriate to effectuate the transfer of the OC Asbestos Personal Injury Liability Insurance Assets to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account. By way of enumeration and not of limitation, the Reorganized Debtors each shall be obligated (i) to provide the Asbestos Personal Injury Trust with copies of insurance policies and settlement agreements included within or relating to the OC Asbestos Personal Injury Liability Insurance Assets; (ii) to provide the Asbestos Personal Injury Trust with information necessary or helpful to the Asbestos Personal Injury Trust in connection with its efforts to obtain insurance coverage for Asbestos Personal Injury Claims; (iii) to execute further assignments or allow the Asbestos Personal Injury Trust to pursue claims relating to the OC Asbestos Personal Injury Liability Insurance Assets in its name (subject to appropriate disclosure of the fact that the Asbestos Personal Injury Trust is doing so and the reasons why it is doing so), including

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by means of arbitration, alternative dispute resolution proceedings or litigation, to the extent necessary or helpful to the efforts of the Asbestos Personal Injury Trust to obtain insurance coverage under the OC Asbestos Personal Injury Liability Insurance Assets for Asbestos Personal Injury Claims; and (iv) to pursue and recover insurance coverage in its own name or right to the extent that the transfer and assignment of the OC Asbestos Personal Injury Liability Insurance Assets to the Asbestos Personal Injury Trust is not able to be fully effectuated. The Asbestos Personal Injury Trust shall be obligated to compensate the Reorganized OCD for all costs and expenses reasonably incurred in connection with providing assistance to the Asbestos Personal Injury Trust pursuant to this Section 10.6, including, without limitation, out-of-pocket costs and expenses, consultant fees, and attorneys’ fees.

10.7 Asbestos Personal Injury Trust Indemnity Obligations

The Asbestos Personal Injury Trust shall have the indemnification obligations set forth in the Asbestos Personal Injury Trust Agreement, the full terms and conditions of which are incorporated herein by reference, including those described below.

(a) OC and the Reorganized Debtors shall be entitled to indemnification from the Asbestos Personal Injury Trust for any expenses, costs, and fees (including reasonable attorneys’ fees and costs, but 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 based upon, arising out of, or attributable to Asbestos Personal Injury Claims, including, but not limited to, indemnification or contribution for such claims prosecuted against the Reorganized Debtors.

(b) This Section 10.7 is an integral part of the Plan and is essential to its implementation. Each of the Reorganized Debtors, their Related Persons and any other Persons protected by the indemnifications and other provisions set forth in this Section 10.7 shall have the right to independently seek the enforcement of such indemnifications.

10.8 Authority of the Debtors

On the Confirmation Date, the Debtors shall be empowered and authorized to take or cause to be taken, prior to the Effective Date, all actions necessary to enable them to implement effectively the provisions of the Plan, the Confirmation Order and the Asbestos Personal Injury Trust Agreement.

ARTICLE XI

[Intentionally Omitted]

ARTICLE XII

CONDITIONS PRECEDENT TO CONFIRMATION

AND CONSUMMATION OF THE PLAN

12.1 Conditions to Confirmation

The Plan shall not be confirmed, and the Confirmation Order shall not be entered, until and unless the Confirmation Conditions set forth below have been satisfied or waived by the Plan Proponents. These Confirmation Conditions, which are designed to, inter alia, ensure that the Asbestos Personal Injury Permanent Channeling Injunction shall be effective, binding and enforceable, are as follows:

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(a) the Bankruptcy Court shall have made the following findings of fact and/or conclusions of law, among others, each of which shall be contained in the Confirmation Order in form and substance acceptable to the Plan Proponents:

(i) The Asbestos Personal Injury Permanent Channeling Injunction is to be implemented in connection with the Asbestos Personal Injury Trust and the Plan.

(ii) At the time of the order for relief with respect to OC and Fibreboard, OC and Fibreboard had been named as defendants in personal injury, wrongful death or property damage actions seeking recovery for damages allegedly caused by the presence of, or exposure to, asbestos or asbestos-containing products.

(iii) The Asbestos Personal Injury Trust, as of the Effective Date, shall assume the liabilities of all of the OC Persons with respect to OC Asbestos Personal Injury Claims, and upon such assumption, the Reorganized Debtors, the OC Persons and each of their respective Related Persons (to the extent such Related Persons constitute Protected Parties) shall have no liability for any OC Asbestos Personal Injury Claims.

(iv) The Asbestos Personal Injury Trust, as of the Effective Date, shall assume the liabilities of all of the FB Persons with respect to FB Asbestos Personal Injury Claims, and, upon such assumption, the Reorganized Debtors, the FB Persons and each of their respective Related Persons (to the extent such Related Persons constitute Protected Parties) shall have no liability for any FB Asbestos Personal Injury Claims.

(v) The OC Sub-Account of the Asbestos Personal Injury Trust is to be funded in whole or in part with Cash, New OCD Common Stock, the OCD Insurance Escrow, the OC Asbestos Personal Injury Liability Insurance Assets, and certain payments due under the AIG Settlement Agreement and the Affiliated FM Settlement Agreement, and by the obligation of Reorganized OCD to make future payments, including dividends.

(vi) The FB Sub-Account is to be funded in whole or in part with the Existing Fibreboard Insurance Settlement Trust Assets, the Committed Claims Account, and the FB-Sub-Account Settlement Payment.

(vii) The Plan satisfies, among other things, Section 524(g)(2)(B)(i)(III) of the Bankruptcy Code.

(viii) In light of the benefits provided, or to be provided, to the Asbestos Personal Injury Trust on behalf of each Protected Party, the Asbestos Personal Injury Permanent Channeling Injunction is fair and equitable with respect to the persons that might subsequently assert Asbestos Personal Injury Claims against any Protected Party.

(ix) The Debtors are likely to be subject to substantial future Demands for payment arising out of the same or similar conduct or events that gave rise to (a) OC Asbestos Personal Injury Claims and (b) FB Asbestos Personal Injury Claims, respectively, that are addressed by the Asbestos Personal Injury Permanent Channeling Injunction.

(x) The actual amounts, numbers, and timing of such Demands cannot be determined.

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(xi) Pursuit of such Demands outside the procedures prescribed by the Plan is likely to threaten the Plan’s purpose to deal equitably with Claims and Demands.

(xii) The terms of the Asbestos Personal Injury Permanent Channeling Injunction, including any provisions barring actions against the Protected Parties pursuant to Section 524(g)(4)(A), are set forth in conspicuous language in the Plan and in any disclosure statement supporting the Plan.

(xiii) The Plan establishes, in Classes A7 and B8, separate Classes of claimants whose Claims are to be addressed by the Asbestos Personal Injury Trust.

(xiv) Class A7 and Class B8 claimants have each voted, by at least 75 percent (75%) of those voting, in favor of the Plan.

(xv) Pursuant to court orders or otherwise, the Asbestos Personal Injury Trust shall operate through mechanisms such as structured, periodic or supplemental payments, pro rata distributions, matrices or periodic review of estimates of the numbers and values of present Claims and Demands, or other comparable mechanisms, that provide reasonable assurance that the Asbestos Personal Injury Trust will value, and be in a financial position to pay, present Claims and Demands that involve similar Claims in substantially the same manner.

(xvi) The Future Claimants’ Representative was appointed as part of the proceedings leading to the issuance of the Asbestos Personal Injury Permanent Channeling Injunction for the purpose of protecting the rights of persons that might subsequently assert Demands of the kind that are addressed in the Asbestos Personal Injury Permanent Channeling Injunction and channeled to and assumed by the Asbestos Personal Injury Trust. The Future Claimants’ Representative has in all respects fulfilled his duties, responsibilities, and obligations as the future representative in accordance with Section 524(g) of the Bankruptcy Code.

(xvii) Identifying or describing each Protected Party in the Asbestos Personal Injury Permanent Channeling Injunction is fair and equitable with respect to persons that might subsequently assert Demands against each such Protected Party, in light of the benefits provided, or to be provided, to the Asbestos Personal Injury Trust by or on behalf of any such Protected Party.

(xviii) The Plan complies in all respects with Section 524(g) of the Bankruptcy Code.

(xix) The Asbestos Personal Injury Trust is to use its assets and income to pay Asbestos Personal Injury Claims.

(xx) The Plan and its exhibits constitute a fair, equitable, and reasonable resolution of the liabilities of the Debtors for Asbestos Personal Injury Claims.

(xxi) The confirmation and consummation of the Plan, including the discharge of the Debtors pursuant to the Plan, shall not provide the insurers a defense to liability for insurance coverage based upon the alleged elimination of the liability of the insured(s).

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(xxii) The confirmation and consummation of the Plan, including the discharge of the Debtors pursuant to the Plan and the issuance of Asbestos Personal Injury Permanent Channeling Injunction, shall not provide the insurers a defense to liability for insurance coverage based upon the alleged elimination of the liability of the insured(s).

(xxiii) The duties and obligations of the insurers that issued policies and their successors and assigns, or, with respect to any insolvent insurers, their liquidators and/or the state insurance guaranty funds that bear responsibility with respect to such rights under such policies which constitute the OC Asbestos Personal Injury Liability Insurance Assets are not eliminated or diminished by (i) the discharge, release and extinguishment of all the liabilities of the Debtors or Reorganized Debtors pursuant to the Plan in respect to the OC Asbestos Personal Injury Claims; (ii) the assumption of liability for the OC Asbestos Personal Injury Claims by the Asbestos Personal Injury Trust; or (iii) the transfer pursuant to the Plan of the such rights to the OC Asbestos Personal Injury Liability Insurance Assets as OC may have.

(xxiv) All insurers of the Debtors affording insurance coverage that is the subject of the OC Asbestos Personal Injury Insurance Assets have been given notice and an opportunity to be heard on matters relating to the Plan and its Exhibits.

(xxv) The injunctive protections afforded by the Plan to the insurance-related entities referenced in Section 1.243(vii) through (xiii) satisfy the conditions set forth in the referenced settlement agreements for the release of escrowed funds and payments to the Asbestos Personal Injury Trust as directed in this Plan, and the Asbestos Personal Injury Trust shall not attempt to interfere with or circumvent those injunctive protections.

(xxvi) The Asbestos Personal Injury Permanent Channeling Injunction and each of the other injunctions set forth in Sections 5.16 and 5.17 of the Plan are essential to this Plan and the Debtors’ reorganization efforts.

(xxvii) OCD’s entry into the Collar Agreements, the assignment of OCD’s rights and obligations, subject to the exceptions set forth therein, under the Collar Agreements to the Asbestos Personal Injury Trust and any exercise of the Put Options and the Call Options and consummation of the transactions contemplated by such exercise by the Asbestos Personal Injury Trust is and shall be exempt from, or otherwise does not and shall not violate, any corporate policy or other rules or regulations of OCD or Reorganized OCD (as applicable) that may be applicable to the Asbestos Personal Injury Trust, including, without limitation, Reorganized OCD’s window period policy.

(b) If and to the extent requested by the Debtors, the Court shall have approved the allocation of the Total Enterprise Value among the individual Debtors on a stand alone basis as of the Effective Date, a preliminary allocation of which is set forth in Appendix I to the Disclosure Statement.

(c) If and to the extent requested by the Debtors, the Court shall have approved the allocation of Available Cash among the various Debtors as of the Effective Date, a preliminary allocation of which is set forth in Appendix I to the Disclosure Statement.

(d) If and to the extent requested by the Debtors, the Court shall have approved the estimates set forth on Schedule XII of the Plan, including, without limitation, the Bank Default Interest and Fee Amount, the Combined OCD Distribution Package and the Exit Financing Amount.

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(e) In the event that Class A5, Class A6-A or Class A6-B rejects the Plan, the Court shall have estimated, for Plan voting and confirmation purposes, the amount that would be distributable to the OC Sub-Account on account of the Integrex Asbestos Personal Injury Claims (if any).

(f) The Court shall have allowed all material Intercompany Claims and Subordinated Claims or otherwise adjudicated any objections to the allowance of such Claims.

(g) The Court shall have resolved all material issues concerning contractual and equitable subordination claims, in the absence of agreements regarding such claims.

(h) The Court shall have determined that all Avoidance Actions and causes of action relating to successor liability and piercing the corporate veil shall be released, waived and dismissed with prejudice as of, and subject to the occurrence of, the Effective Date, other than such actions which are specifically preserved under the Plan with the agreement of the Plan Proponents.

(i) The Plan and the exhibits and schedules thereto shall in all material respects be in form and substance reasonably satisfactory to the Plan Proponents.

(j) Each of the Ad Hoc Bondholders’ Committee, the Official Representatives, and the Ad Hoc Equity Holders’ Committee shall have dismissed with prejudice the pending appeal of the OCD Asbestos Personal Injury Estimation Order.

(k) The Ad Hoc Equity Holders’ Committee shall have dismissed with prejudice all of its pending appeals before the District Court.

(l) The Rights Offering shall have been consummated and the aggregate Rights Offering Purchase Price Proceeds of the subscribing holders of Eligible Class A5 Claims, Class A6-A Claims and Class A6-B Claims pursuant to the Rights Offering shall have been deposited in the Rights Offering Account in accordance with the terms of the Subscription Documents.

12.2 Conditions to Effective Date

The following are conditions precedent to the occurrence of the Effective Date, each of which may be satisfied or waived in accordance with Section 12.3 of the Plan:

(a) The Confirmation Order shall have been entered, shall have become a Final Order, and shall be in form and substance reasonably satisfactory to the Plan Proponents and the Investor (solely for purposes of and in accordance with the Equity Commitment Agreement, and provided that the Equity Commitment Agreement shall not have been terminated).

(b) The Asbestos Personal Injury Permanent Channeling Injunction shall be in full force and effect.

(c) The rights of any and all members of Classes A4, A5, A6-A and A6-B to pursue, and receive any benefits of, from or under, the pending appeal of the OCD Asbestos Personal Injury Estimation Order shall be deemed to have been irrevocably waived and released under the Plan and Confirmation Order to the fullest extent permissible under applicable law, unless the Plan Proponents shall have determined, in their sole discretion, that the appeal of the OCD Asbestos Personal Injury Estimation Order shall be effectively mooted by the distribution of property under the Plan and all other relevant facts and circumstances.

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(d) CSFB shall have dismissed with prejudice the pending appeal of the OCD Asbestos Personal Injury Estimation Order.

(e) The Official Representatives shall have dismissed with prejudice the adversary proceeding captioned The Official Representatives of the Bondholders and Trade Creditors of Debtors Owens Corning, et al. v. Credit Suisse First Boston, individually and in its capacity as Agent, et al. and IPM, Inc. et al., Adv. Proc. No. 06-50122 (JKF) and any and all claims related to or in connection with that certain Motion of the Official Representatives of the Bondholders and Trade Creditors of the Debtors (i) to Amend Prior Motion to Seek (A) Authority to Prosecute Existing Claims and Commence Others on Behalf of the Debtors’ Estates, and (B) Leave to File a Complaint in the Amended Form Annexed, and (ii) For an Order Pursuant to 11 U.S.C. § 362(d) Modifying the Automatic Stay to the Extent Necessary to Permit the Prosecution of the Claims Asserted in the Proposed Complaint, which was filed by the Official Representatives on January 20, 2006.

(f) All agreements or other instruments which are exhibits to the Plan shall be in form and substance reasonably acceptable to the Plan Proponents and shall have been executed and delivered.

(g) All actions, documents and agreements necessary to implement the Plan shall have been effected or executed.

(h) The Asbestos Personal Injury Trustees shall have accepted their appointment as Asbestos Personal Injury Trustees and shall have executed the Asbestos Personal Injury Trust Agreement.

(i) The individuals designated to serve as members of the TAC shall have accepted their appointment as TAC members.

(j) The Future Claimants’ Representative shall have agreed to continue to serve in such capacity following the Confirmation Date.

(k) The Reorganized Debtors shall have received either an opinion of counsel or a private letter ruling issued by the IRS relating to the tax status of the Asbestos Personal Injury Trust as a “qualified settlement fund,” in either case in a form that is reasonably satisfactory to the Plan Proponents.

(l) The Reorganized Debtors shall have entered into and shall have credit availability under the Exit Facility in an amount sufficient to meet the needs of Reorganized Debtors, as determined by the Plan Proponents.

(m) Each of the Exhibits shall be in form and substance acceptable to the Plan Proponents.

(n) The Existing Fibreboard Insurance Settlement Trust Assets shall have been irrevocably assigned and transferred prior to the Effective Date to the Asbestos Personal Injury Trust, for allocation to the FB Sub-Account, or the Reorganized Debtors or the trustees of the Fibreboard Settlement Trust, as the case may be, shall have agreed to treat the Existing Fibreboard Insurance Settlement Trust Assets in accordance with Section 10.5.

(o) The Reorganized Debtors shall have established tail-coverage insurance for the benefit of the Debtors’ directors, officers and employees, in accordance with Section 7.5(b) hereof.

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(p) The New OCD Common Stock shall have been approved for public quotation, trading or listing on any of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market (or their respective successors on or prior to the Effective Date).

(q) The Rights Offering shall have been fully consummated and the Rights Offering Purchase Price Proceeds shall have been fully funded and deposited in the Rights Offering Account and, in the event that the Rights Offering Account is held by an entity other than OCD (or any of its Affiliates), then the Purchase Price Proceeds shall have been remitted to OCD, in either case in accordance with the terms of the Rights Offering Documents.

(r) The Investor shall have purchased in Cash all of the Unsubscribed Shares in accordance with the Equity Commitment Agreement.

(s) The Collar Agreements and the Investor Registration Rights Agreement shall have been approved by the Bankruptcy Court pursuant to the Confirmation Order or otherwise, and the Trust Registration Rights Agreement shall have been executed and delivered by the parties thereto and approved by the Bankruptcy Court pursuant to the Confirmation Order or otherwise.

(t) OCD shall have assigned the Collar Agreements to the Asbestos Personal Injury Trust pursuant to the terms and conditions of the Collar Agreements.

(u) If and solely to the extent that a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 is required for the Asbestos Personal Injury Trust to receive the Reserved New OCD Shares, then such filing shall have been made, OCD shall have paid the fees and expenses associated with such filing and any applicable waiting period under such Act shall have expired.

12.3 Waiver of Conditions

Notwithstanding anything contained in Section 12.2 hereof, the Plan Proponents hereby reserve, in their sole discretion, the right to waive in writing the occurrence of any of the foregoing conditions precedent to the Effective Date or to modify any of such conditions precedent; provided, however, that waiver or modification of the conditions precedent set forth in Sections 12.2(a) and 12.2(q) shall also require the written consent of the Investor. Any such written waiver of a condition precedent set forth in this section may be effected at any time by the Plan Proponents (and the Investor, as may be applicable) without notice, without leave or order of the Bankruptcy Court, and without any formal action other than proceeding to consummate the Plan. Any actions required to be taken on the Effective Date shall take place and shall be deemed to have occurred simultaneously, and no such action shall be deemed to have occurred prior to the taking of any other such action. If the Plan Proponents (and the Investor, as may be applicable) decide that one of the foregoing conditions cannot be satisfied, and the occurrence of such condition is not waived in the manner set forth above, then the Plan Proponents shall file a notice of the failure of the Effective Date with the Bankruptcy Court, at which time the Plan and the Confirmation Order shall be deemed null and void.

ARTICLE XIII

RETENTION OF JURISDICTION

13.1 Exclusive Jurisdiction of the Bankruptcy Court and District Court

Pursuant to Sections 105(a) and 1142 of the Bankruptcy Code, and notwithstanding entry of the Confirmation Order and occurrence of the Effective Date, the District Court, together with the

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Bankruptcy Court to the extent of any reference made to it by the District Court and the Reference Order, shall, and shall be deemed to, retain exclusive jurisdiction, to the fullest extent permissible, over any and all matters arising out of, under or related to, the Chapter 11 Cases or the Plan, including, without limitation, jurisdiction to:

(a) interpret, enforce, and administer the terms of the Asbestos Personal Injury Trust Agreement (including all annexes and exhibits thereto);

(b) allow, disallow, determine, liquidate, classify, estimate or establish the priority or secured or unsecured status of any Claim (other than an Asbestos Personal Injury Claim) or Interest not otherwise Allowed under the Plan, including the resolution of any request for payment of any Administrative Claim and the resolution of any objections to the allowance or priority of Claims or Interests;

(c) hear and determine all applications for compensation and reimbursement of expenses of professionals under the Plan or under Sections 330, 331, 503(b), 1103 and 1129(a)(4) of the Bankruptcy Code; provided, however, that from and after the Effective Date, the payment of the fees and expenses of the retained professionals of the Reorganized Debtors shall be made in the ordinary course of business and shall not be subject to the approval of the Bankruptcy Court;

(d) hear and determine all matters with respect to the assumption or rejection of any executory contract or unexpired lease to which a Debtor is a party or with respect to which a Debtor may be liable, including, if necessary, the nature or amount of any required Cure or the liquidation or allowance of any Claims arising therefrom;

(e) effectuate performance of and payments under the provisions herein;

(f) hear and determine all matters with respect to the performance by the Disbursing Agent and the Asbestos Personal Injury Trust (to the extent provided in the Asbestos Personal Injury Trust Agreement) of their respective obligations to make distributions under the Plan;

(g) hear and determine any and all adversary proceedings, motions, applications, and contested or litigated matters arising out of, under, or related to, the Chapter 11 Cases, other than the Released Actions;

(h) enter such orders as may be necessary or appropriate to execute, implement, or consummate the provisions herein and all contracts, instruments, releases, and other agreements or documents created in connection with the Plan, the Disclosure Statement or the Confirmation Order;

(i) hear and determine disputes arising in connection with the interpretation, implementation, consummation, or enforcement of the Plan, including disputes arising under agreements, documents or instruments executed in connection with the Plan;

(j) consider any modifications of the Plan, in accordance with Section 1127(b) of the Bankruptcy Code, cure any defect or omission, or reconcile any inconsistency in any order of the Bankruptcy Court, including, without limitation, the Confirmation Order;

(k) hear and determine all disputes arising under or in connection with settlement agreements approved by the Bankruptcy Court, except to the extent that such agreements expressly provide otherwise;

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(l) issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any entity with implementation, consummation, or enforcement of the Plan or the Confirmation Order;

(m) enter and implement such orders as may be necessary or appropriate if the Confirmation Order is for any reason reversed, stayed, revoked, modified or vacated;

(n) hear and determine any matters arising in connection with or relating to the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release or other agreement or document created in connection with the Plan, the Disclosure Statement or the Confirmation Order;

(o) enforce all orders, judgments, discharges, injunctions, releases, exculpations, indemnifications and rulings entered in connection with the Chapter 11 Cases, including, without limitation, those set forth in Sections 5.5, 5.16, 5.17, 7.5, 10.7, 11.6, and 14.9;

(p) hear and determine any matters related to the Asbestos Personal Injury Trust’s indemnification obligations under Section 10.7 of the Plan (subject to the terms and conditions of the Asbestos Personal Injury Trust Agreement);

(q) except as otherwise limited herein, recover all assets of the Debtors and property of the Debtors’ Estates, wherever located;

(r) hear and determine all questions and disputes regarding title to the assets of the Debtors, their Estates, or the Asbestos Personal Injury Trust, including, without limitation, the NSP Administrative Deposit Accounts.

(s) hear and determine matters concerning state, local and federal taxes in accordance with Sections 346, 505 and 1146 of the Bankruptcy Code;

(t) hear and determine all disputes involving the existence, nature or scope of the Debtors’ discharge;

(u) hear and determine such other matters as may be provided in or that may arise in connection with the Plan, Confirmation Order, the Claims Trading Injunction, the Asbestos Personal Injury Permanent Channeling Injunction, and each of the other injunctions set forth in Sections 5.16 and 5.17 of the Plan, or as may be authorized under, or not inconsistent with, provisions of the Bankruptcy Code;

(v) enter a final decree closing the Chapter 11 Cases;

(w) hear and determine all objections to the termination of the Asbestos Personal Injury Trust;

(x) hear and determine all questions and disputes arising out of or relating to the Plan Support Agreement, or any of the transactions contemplated thereby; and

(y) hear and determine all questions and disputes arising out of or relating to any of the Rights Offering Documents (including, without limitation, any of the Subscription Documents), the Trust Registration Rights Agreement or the Collar Agreements, or any of the transactions contemplated thereby; provided, however, that, from and after the Effective Date, the jurisdiction of the District Court and the Bankruptcy Court (to the extent applicable) shall be non-exclusive with respect to the dispute set forth in this Section 13.1(y).

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13.2 Continued Reference to the Bankruptcy Court

Notwithstanding entry of the Confirmation Order and/or the occurrence of the Effective Date, the reference to the Bankruptcy Court pursuant to the Reference Order shall continue, but subject to any modifications or withdrawals of the reference specified in the Confirmation Order, Reference Order, Case Management Order or other Order of the District Court; provided, however, that nothing in this Plan, the Reference Order or other Order shall, or shall be deemed to, affect the procedures established pursuant to the Asbestos Personal Injury Trust Agreement and the Asbestos Personal Injury Trust Distribution Procedures.

ARTICLE XIV

MISCELLANEOUS PROVISIONS

14.1 Professional Fee Claims

All final requests for compensation or reimbursement of the fees of any professional employed in the Chapter 11 Cases pursuant to Section 327 or 1103 of the Bankruptcy Code or otherwise, including the professionals seeking compensation or reimbursement of costs and expenses relating to services performed after the Petition Date and prior to and including the Effective Date in connection with the Chapter 11 Cases, pursuant to Sections 327, 328, 330, 331, 503(b) or 1103 of the Bankruptcy Code for services rendered to the Debtors, the Unsecured Creditors’ Committee, the Asbestos Claimants’ Committee, the Future Claimants’ Representative, the advisors to the Bank Holders’ sub-committee and the advisors to the Bondholders’ and trade creditors’ sub-committee prior to the Effective Date and Claims for making a substantial contribution under Section 503(b)(4) of the Bankruptcy Code must be filed and served on the Reorganized Debtors and their counsel not later than sixty (60) days after the Effective Date, unless otherwise ordered by the Bankruptcy Court. Objections to applications of such professionals or other entities for compensation or reimbursement of expenses must be filed and served on the Reorganized Debtors and their counsel and the requesting professional or other entity not later than twenty (20) days after the date on which the applicable application for compensation or reimbursement was served; provided, however, that, in lieu of such twenty (20) day objection deadline, the following protocol shall apply to the fee auditor appointed in these Chapter 11 Cases:

(a) if the fee auditor has any questions for any applicant, the fee auditor may communicate such questions in writing to the applicant in an initial report within forty-five (45) days after the date on which the applicable application for compensation or reimbursement was served on the fee auditor;

(b) any applicant who receives such an initial report and wishes to respond thereto shall respond within fifteen (15) days after the date of the initial report and shall serve upon the fee auditor via e-mail a response in an electronic format such as Microsoft Word, WordPerfect, or Excel, but not Adobe Acrobat;

(c) within seventy-five (75) days after the date on which the applicable application for compensation or reimbursement was served on the fee auditor, the fee auditor shall file with the Court a final report with respect to each such application for compensation or reimbursement; and

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(d) within fifteen (15) days after the date of the final report, the subject applicant may file with the Court a response to such final report.

Nothing herein shall be construed as limiting the right of the United States Trustee to be heard under Section 307 or 502(a) of the Bankruptcy Code with regard to any Professional Fee Claims or other similar claims or requests for payment of administrative expenses.

14.2 Administrative Claims Bar Date

All requests for payment of an Administrative Claim (other than as set forth in Sections 3.1 and 14.1 of the Plan) must be filed with the Bankruptcy Court and served on counsel for the Debtors not later than forty-five (45) days after the Effective Date. Unless the Debtors object to an Administrative Claim within forty-five (45) days after receipt, such Administrative Claim shall be deemed Allowed in the amount requested. In the event that the Debtors object to an Administrative Claim, the Bankruptcy Court shall determine the Allowed amount of such Administrative Claim. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be filed with respect to an Administrative Claim which is paid or payable by a Debtor in the ordinary course of business.

14.3 Payment of Statutory Fees

All fees payable pursuant to Section 1930 of title 28 of the United States Code, as determined by the Bankruptcy Court at the Confirmation Hearing, shall be paid on or before the Effective Date. After the Effective Date, the Reorganized Debtors shall pay all required fees pursuant to Section 1930 of title 28 of the United States Code or any other statutory requirement and comply with all statutory reporting requirements.

14.4 Modifications and Amendments

The Plan Proponents may alter, amend or modify the Plan or any exhibits or schedules thereto under Section 1127(a) of the Bankruptcy Code at any time prior to the Confirmation Date. After the Confirmation Date and prior to substantial consummation of the Plan, as defined in Section 1101(2) of the Bankruptcy Code, the Plan Proponents may, under Section 1127(b) of the Bankruptcy Code, institute proceedings in the Bankruptcy Court to remedy any defect or omission or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, and to seek approval of such matters as may be necessary to carry out the purposes and effects of the Plan so long as such proceedings do not materially adversely affect the treatment of holders of Claims under the Plan; provided, however, that prior notice of such proceedings shall be served in accordance with the Bankruptcy Rules or order of the Bankruptcy Court.

14.5 Severability of Plan Provisions

If, prior to the Confirmation Date, any term or provision herein is held by the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court, at the request of the Plan Proponents, shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision herein, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms.

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14.6 Successors and Assigns

The rights, benefits and obligations of any Person named or referred to in the Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor, trustee or assign of such Person.

14.7 Compromises and Settlements

Pursuant to Federal Rule of Bankruptcy Procedure 9019(a), the Debtors may compromise and settle various Claims (other than Asbestos Personal Injury Claims) against them and/or claims that they may have against other Persons. The Debtors shall have the right (with Bankruptcy Court approval, following appropriate notice and opportunity for a hearing) to compromise and settle Claims against them and claims that they may have against other Persons up to and including the Effective Date. After the Effective Date, such right shall pass to the Reorganized Debtors pursuant to the provisions of Article V of the Plan.

14.8 Corrective Action

The Debtors are authorized to take such actions as necessary and appropriate to carry out the Plan, including the correction of mistakes or other inadvertent action. In making distributions or transfers under the Plan, the Debtors may seek return of transfers to the extent of any errors, notwithstanding that the transfer is otherwise irrevocable under the Plan.

14.9 Discharge of the Debtors

(a) Except as otherwise provided herein or in the Confirmation Order, all consideration distributed under the Plan and the treatment of the Claims thereunder shall be, and shall be deemed to be, in exchange for, and in complete satisfaction, settlement, discharge, and release of, all Claims or other obligations, suits, judgments, damages, debts, rights, remedies, causes of action or liabilities (other than Demands), or Interests or other rights of an equity security holder, relating to any of the Debtors or the Reorganized Debtors or their respective Estates, and regardless of whether any property will have been distributed or retained pursuant to the Plan on account of such Claims or other obligations, suits, judgments, damages, debts, rights, remedies, causes of action or liabilities (other than Demands), or Interests or other rights of an equity security holder, and upon the Effective Date, the Debtors and the Reorganized Debtors shall (i) be deemed discharged under Section 1141(d)(1)(A) of the Bankruptcy Code and released from any and all Claims or other obligations, suits, judgments, damages, debts, rights, remedies, causes of action or liabilities or Interests or other rights of an equity security holder of any nature whatsoever, including, without limitation, liabilities that arose before the Confirmation Date, and all debts of the kind specified in Sections 502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not (a) a Proof of Claim based upon such debt is filed or deemed filed under Section 501 of the Bankruptcy Code, (b) a Claim based upon such debt is Allowed under Section 502 of the Bankruptcy Code, or (c) the holder of a Claim based upon such debt voted to accept the Plan and (ii) terminate all rights and interests of holders of OCD Interests and the Integrex Interests; provided, however, that the discharge provided in respect of the Bank Holders’ Claims pursuant to clause (i) above shall become effective immediately upon the Debtors’ delivery of the Initial Bank Holders’ Distribution.

(b) As of the Confirmation Date, except as otherwise provided herein or in the Confirmation Order, all Persons shall be precluded from asserting against each of the Debtors, the Reorganized Debtors and their respective Related Persons any other or further Claims or other obligations, suits, judgments, damages, debts, Demands, rights, remedies, causes of action or liabilities or Interests or other rights of an equity security holder relating to any of the Debtors or the Reorganized

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Debtors or their respective Estates based upon any act, omission, transaction or other activity of any nature that occurred prior to the Confirmation Date; provided, however, that the foregoing shall apply to the Bank Holders immediately upon the Debtors’ delivery of the Initial Bank Holders’ Distribution. In accordance with the foregoing, except as otherwise provided herein or in the Confirmation Order, the Confirmation Order shall be a judicial determination of discharge of all such Claims or other obligations, suits, judgments, damages, debts, rights, remedies, causes of action or liabilities (other than Demands) or Interests or other rights of an equity security holder against the Debtors or the Reorganized Debtors or their respective Estates and termination of all OCD Interests and Integrex Interests, pursuant to Sections 524 and 1141 of the Bankruptcy Code, and such discharge shall void any judgment obtained against any of the Debtors or the Reorganized Debtors or their respective Estates at any time, to the extent that such judgment relates to a discharged Claim or terminated OCD Interest or Integrex Interest.

(c) Pursuant to 11 U.S.C. § 1141(d)(1), the Debtors and the Internal Revenue Service agree that the confirmation of the Plan does not discharge any liabilities to the Internal Revenue Service that may be due from the any of Debtors after the Petition Date and prior to the Confirmation Date. Should any such tax liabilities be determined by the Internal Revenue Service to be due from any of the Debtors, such liabilities shall be determined administratively or in a judicial forum in the manner in which such liabilities would have been resolved had the Chapter 11 Cases not been commenced. Any resulting liabilities shall be paid as if the Chapter 11 Cases had not been commenced.

(d) The foregoing discharge, release and injunction is an integral part of the Plan and is essential to its implementation. Each of the Debtors and the Reorganized Debtors shall have the right to independently seek the enforcement of the discharge, release and injunction set forth in this Section 14.9.

  14.10 Non-Binding Effect of Estimation of Asbestos Personal Injury Claims in the Chapter 11 Cases on Certain OCD Insurers

(a) The estimation of the OC Asbestos Personal Injury Claims as set forth in the OCD Asbestos Personal Injury Estimation Order shall not be binding on, and shall have no collateral estoppel effect on, the Non-Participating Insurers and Century Indemnity regarding the insurance coverage obligations of the Non-Participating Insurers and Century Indemnity (or any of them) in any coverage dispute or coverage litigation. In addition, the estimation set forth in the OCD Asbestos Personal Injury Estimation Order shall not be offered into evidence or cited or argued to a jury (or other trier of fact in an alternative dispute resolution pursuant to the Wellington Agreement) by any of the Debtors, the Asbestos Claimants’ Committee, the Future Claimants’ Representatives or the Asbestos Personal Injury Trust in any coverage litigation, alternative dispute resolution, or other coverage proceeding with the Non-Participating Insurers or Century Indemnity. Further, none of the Debtors, the Asbestos Claimants’ Committee, the Future Claimants’ Representatives or the Asbestos Personal Injury Trust, nor any entities created pursuant to this Plan may argue or assert, in any court proceeding (or alternative dispute resolution pursuant to the Wellington Agreement) involving the Non-Participating Insurers or Century Indemnity and issues related to insurance coverage, that any findings or conclusions contained in the OCD Asbestos Personal Injury Estimation Order or referenced in any decision, order, finding, conclusion or judgment of the Bankruptcy Court or the District Court (including the Confirmation Order) constitutes a judgment, adjudication, final order, settlement, or finding of liability binding upon any Debtor for any purpose concerning insurance coverage under any policies issued by the Non-Participating Insurers or Century Indemnity for any Asbestos Personal Injury Claims. The District Court’s findings in the OCD Asbestos Personal Injury Estimation Order, with respect to the Non-Participating Insurers or Century Indemnity, shall apply only to Plan confirmation issues and not to issues of insurance coverage.

(b) The provisions set forth in Section 14.10(a) shall not apply in favor of any specific Non-Participating Insurer or Century Indemnity that argues in a coverage proceeding that a negative

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inference should be drawn from the failure of the Debtors, the Asbestos Claimants’ Committee, the Future Claimants’ Representatives or the Asbestos Personal Injury Trust to offer into evidence or to cite to a jury (or other trier of fact in an alternative dispute resolution pursuant to the Wellington Agreement) or argue to a jury (or other trier of fact in an alternative dispute resolution pursuant to the Wellington Agreement) an estimation decision from the Chapter 11 Cases.

  14.11 Special Provisions for Warranty Claims, Distributorship Indemnification Claims, Product Coupon Claims and Mira Vista Claims

(a) The Debtors (or, as the case may be, the Reorganized Debtors) shall have the right after the Confirmation Date to fulfill any pre-Petition Date and pre-Confirmation Date warranty claims based on the Debtors’ (or, as the case may be, the Reorganized Debtors’) business judgment notwithstanding discharge of the Claims and release of the Debtors pursuant to the Bankruptcy Code and the Plan; provided, however, that neither the Debtors nor the Reorganized Debtors shall assume (or shall be deemed to have assumed) any warranty or other obligations, responsibilities, or liabilities relating to underground storage tanks.

(b) The Debtors (or as the case may be the Reorganized Debtors) shall have the right after the Confirmation Date to fulfill any pre-Petition Date product coupons issued in settlement of asbestos property damage actions based on the Debtors’ (or, as the case may be, the Reorganized Debtors’) business judgment notwithstanding discharge of the Claims and release of the Debtors pursuant to the Bankruptcy Code and the Plan.

(c) The Debtors shall have the right after the Confirmation Date to fulfill any pre-Petition Date and pre-Confirmation Date distributorship indemnification claims that are not Asbestos Personal Injury Claims based on the Debtors’ business judgment notwithstanding discharge of the Claims and release of the Debtors pursuant to the Bankruptcy Code and the Plan.

(d) If the MiraVista Class Action Settlement Agreement is approved by the Bankruptcy Court and/or the District Court (as appropriate) and becomes effective, then the MiraVista Claims shall be resolved in accordance with the provisions of the MiraVista Class Action Settlement Agreement and any court orders or judgments relating thereto, notwithstanding any provision to the contrary in the Plan or the Confirmation Order. If the MiraVista Class Action Settlement Agreement is not approved by the Bankruptcy Court and/or the District Court (as appropriate) or otherwise does not become effective, then the MiraVista Claims shall receive the same treatment under the Plan as they would have received in the absence of the MiraVista Class Action Settlement Agreement.

  14.12 Miscellaneous Settlement Agreements

(a) Notwithstanding any provision to the contrary in the Plan or Confirmation Order, the provisions of the Environmental Settlement Agreement shall govern matters covered by such settlement.

(b) Notwithstanding any provision to the contrary in the Plan or Confirmation Order, the provisions of the OCFBV Settlement Agreement shall govern matters covered by such settlement.

  14.13 Committees and Future Claimants’ Representative

(a) Committees

On the Effective Date, each of the Unsecured Creditors’ Committee and the Asbestos Claimants’ Committee shall dissolve, and its respective members shall be released and discharged from all duties and

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obligations arising from or related to the Chapter 11 Cases, except for the purpose of completing any matters, including, without limitation, litigation or negotiations, pending as of the Effective Date. The professionals retained by each of the Unsecured Creditors’ Committee and the Asbestos Claimants’ Committee and the respective members thereof shall not be entitled to compensation or reimbursement of expenses for any services rendered after the Effective Date, except (i) as authorized in the preceding sentence or (ii) to the extent such services are rendered in connection with the hearing on final allowances of compensation pursuant to Section 330 of the Bankruptcy Code.

(b) Future Claimants’ Representative

On the Effective Date, the existence of the Future Claimants’ Representative and his rights to ongoing reimbursement of expenses and the rights of his professionals to ongoing compensation and reimbursement of expenses shall continue after the Effective Date only for (i) the purposes set forth in the Asbestos Personal Injury Trust Agreement and the annexes thereto, (ii) the purposes of completing any matters, including, without limitation, litigation or negotiations, pending as of the Effective Date, and shall otherwise terminate on the Effective Date and (iii) services rendered in connection with the hearing on final allowances of compensation pursuant to Section 330 of the Bankruptcy Code. The compensation and reimbursement of expenses described in clause (i) of the immediately preceding sentence shall be paid by the Asbestos Personal Injury Trust, and the compensation and reimbursement of expenses described in clauses (ii) and (iii) of the immediately preceding sentence shall be paid by the Debtors’ estates.

14.14     Binding Effect

The Plan shall be binding upon and inure to the benefit of each of the Debtors and Reorganized Debtors and their respective Estates and each of their respective Related Persons and any Person claiming by or through them, and any Person that has held, currently holds or may hold a Claim or other obligation, suit, judgment, damages, Demand, debt, right, remedy, cause of action or liability or Interest or any right of an equity security holder, against or in the Debtors whether or not such Person will receive or retain any property or interest in property under the Plan and each of their respective successors and assigns; in each case, including, without limitation, all parties-in-interest in the Chapter 11 Cases.

14.15     Revocation, Withdrawal, or Non-Consummation

The Plan Proponents reserve the right to revoke or withdraw the Plan at any time prior to the Confirmation Date and to file subsequent or further amended plans of reorganization. If the Plan Proponents revoke or withdraw the Plan, or if confirmation or consummation of the Plan does not occur, then (i) the Plan shall be null and void in all respects, (ii) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain any Claim or Class of Claims), assumption or rejection of executory contracts or leases effected by the Plan, and any document or agreement executed pursuant to the Plan shall be deemed null and void, and (iii) nothing contained in the Plan and no acts taken in preparation for consummation of the Plan, shall (a) constitute or be deemed to constitute a waiver or release of any Claims by or against, or any Interests in, any Debtor or any other Person, (b) prejudice in any manner the rights of the Plan Proponents, any Debtor or any Person in any further proceedings involving a Debtor, or (c) constitute an admission of any sort by the Plan Proponents, any Debtor or any other Person.

14.16     Plan Exhibits

Any and all exhibits to the Plan or other lists or schedules not filed with the Plan shall be filed with the Clerk of the Bankruptcy Court at least ten (10) Business Days prior to the Objection Deadline,

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unless the Plan provides otherwise. Upon such filing, such documents may be inspected in the office of the Clerk of the Bankruptcy Court during normal court hours. Holders of Claims or Interests may obtain a copy of any such document upon written request to the Debtors in accordance with Section 14.17 of the Plan, or the Company may make such documents available on the Company’s website. The Plan Proponents explicitly reserve the right to modify or make additions to or subtractions from any schedule to the Plan and to modify any exhibit to the Plan prior to the Objection Deadline.

14.17     Notices

Any notice, request or demand required or permitted to be made or provided to or upon a Debtor or Reorganized Debtor or the Plan Proponents under the Plan shall be (i) in writing, (ii) served by (a) certified mail, return receipt requested, (b) hand delivery, (c) overnight delivery service, (d) first-class mail or (e) facsimile transmission, and (iii) deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows:

OWENS CORNING

One Owens Corning Parkway

Toledo, OH 43659

Att’n: Corporate Secretary

Telephone: (419) 248-7201

Facsimile: (419) 248-8445

with a copy to:

Law Department

OWENS CORNING

One Owens Corning Parkway

Toledo, OH 43659

Telephone: (419) 248-8650

Facsimile: (419) 325-4650

SAUL EWING LLP

222 Delaware Avenue

P.O. Box 1266

Wilmington, DE 19899-1266

Att’n: Norman L. Pernick, Esq.

Telephone: (301) 421-6800

Facsimile: (301) 421-6813

Lockwood Place

500 E. Pratt Street

Baltimore, MD 21202

Att’n: Charles O. Monk II, Esq.

Telephone: (410) 332-8600

Facsimile: (410) 332-8862

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SIDLEY AUSTIN LLP

1 South Dearborn Street

Chicago, IL 60603

Att’n: James F. Conlan, Esq.

  Larry J. Nyhan, Esq.

  Jeffrey C. Steen, Esq.

  Dennis M. Twomey, Esq.

  Andrew F. O’Neill, Esq.

Telephone: (312) 853-7000

Facsimile: (312) 853-7036

Asbestos Claimants’ Committee:

CAPLIN & DRYSDALE, CHARTERED

375 Park Avenue, 35^th Floor

New York, NY 10152-3500

Att’n: Elihu Inselbuch, Esq.

Telephone: (212) 319-7125

Facsimile: (212) 644-6755

One Thomas Circle, N.W.

Washington, D.C. 20005

Att’n: Peter Van N. Lockwood

Julie W. Davis

Telephone: (202) 862-5000

Facsimile: (202) 420 -3301

CAMPBELL & LEVINE, LLC

800 King Street

Wilmington, DE 19801

Att’n: Marla Eskin, Esq.

Telephone: (302) 426-1900

Facsimile: (302) 426-9947

Future Claimants’ Representative:

James J. McMonagle

Vorys Sater Seymour & Pease LLP

2100 One Cleveland Center

1375 E. Ninth Street

Cleveland, OH 44114

Telephone: (216) 479-6158 (office)

Facsimile: (216) 937-3734 (office)

164

with a copy to:

KAYE SCHOLER LLP

425 Park Avenue

New York, NY 10022

Att’n: Andrew A. Kress Esq.

Telephone: (212) 836-8000

Facsimile: (212) 836-7151

YOUNG CONAWAY STARGATT & TAYLOR, LLP

P.O. Box 391

The Brandywine Building

1000 West Street, 17th Floor

Wilmington, DE 19801

Att’n: James L. Patton, Jr., Esq.

Telephone: (302) 571-6684

Facsimile: (302) 571-1253

14.18     Term of Injunctions or Stays

Unless otherwise provided herein or in the Confirmation Order, all injunctions or stays provided for in the Chapter 11 Cases under Sections 105 or 362 of the Bankruptcy Code or otherwise, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order), shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.

14.19     Substantial Contribution

If Class A5 accepts the Plan, then, on or as soon as practicable after the Effective Date, the reasonable legal fees and expenses incurred by the Ad Hoc Bondholders’ Committee shall be reimbursed or otherwise paid by OCD (or, if applicable, Reorganized OCD), subject to approval by the Bankruptcy Court, in recognition of the Ad Hoc Bondholders’ Committee’s substantial contribution to the Debtors’ reorganization pursuant to 11 U.S.C. §§ 503(b)(3)(D) and 503(b)(4). If Classes A5, A6-A, A6-B, A7, A10, A11 and A12-A accept the Plan, then, on or as soon as practicable after the Effective Date, the reasonable professional fees and expenses incurred by the Ad Hoc Equity Holders’ Committee shall be reimbursed or otherwise paid by OCD (or, if applicable, Reorganized OCD), subject to approval by the Bankruptcy Court, in recognition of the Ad Hoc Equity Holders’ Committee’s substantial contribution to the Debtors’ reorganization pursuant to 11 U.S.C. §§ 503(b)(3)(D) and 503(b)(4).

165

Dated July 10, 2006 SAUL EWING LLP		OWENS CORNING, et al. (for itself and on behalf of the Subsidiary Debtors)
By:	/s/ Norman L. Pernick		By:	/s/ Stephen K. Krull
	Norman L. Pernick (I.D. # 2290) J. Kate Stickles (I.D. # 2917) 222 Delaware Avenue P.O. Box 1266 Wilmington, DE 19899-1266 (302) 421-6800		Name: Title:	Stephen K. Krull Sr. Vice President, General Counsel and Secretary
			COVINGTON & BURLING
Charles O. Monk, II Jay A. Shulman			By:	/s/ Anna P. Engh
Lockwood Place 500 E. Pratt Street Baltimore, MD 21202 (410) 332-8600				Mitchell F. Dolin Anna P. Engh 1201 Pennsylvania Avenue, N.W. Washington, D.C. 20004-2401 (202) 662-6000
Adam H. Isenberg Centre Square West 1500 Market Street, 38th Floor Philadelphia, PA 19102-2186 (215) 972-7777 Attorneys for the Debtors and Debtors-in-Possession SIDLEY AUSTIN LLP James F. Conlan Larry J. Nyhan Jeffrey C. Steen Dennis M. Twomey Andrew F. O’Neill 1 South Dearborn Street Chicago, IL 60603 (312) 853-7000 Attorneys for the Debtors and Debtors-in-Possession			Special Insurance Counsel to Debtors and Debtors-in-Possession (as to insurance matters) DEBEVOISE & PLIMPTON LLP Roger E. Podesta Mary Beth Hogan 919 Third Avenue New York, NY 10022 (212) 909-6000 Special Asbestos Counsel to the Debtors and Debtors-in-Possession

166

KAYE SCHOLER LLP Andrew A. Kress Jane W. Parver Edmund M. Emrich 425 Park Avenue New York, NY 10022 (212) 836-8000		CAPLIN & DRYSDALE, CHARTERED Elihu Inselbuch 375 Park Avenue, 35th Floor New York, NY 10152-3500 (212) 319-7125
		Peter Van N. Lockwood
		One Thomas Circle, N.W.
YOUNG, CONAWAY,		Washington, D.C. 20005
STARGATT & TAYLOR, LLP		(202) 862-5000
		CAMPBELL & LEVINE, LLC
By:	/s/ Sharon M. Zieg
	James L. Patton, Jr. (I.D. # 2202)	By:	/s/ Mark T. Hurford
	Edwin J. Harron (I.D. # 3396)		Marla Eskin (I.D. # 2989)
	Sharon M. Zieg (I.D. # 4196)		Mark T. Hurford (I.D. # 3299)
	The Brandywine Building 1000		Kathleen Campbell Davis (I.D. # 4229)
	West Street, 17th Floor		800 King Street
	P.O. Box 391 Wilmington, DE		Wilmington, DE 19801
	19899-0391 (302) 571-6600		(302) 426-1900
Attorneys for James J. McMonagle, Legal Representative for Future Claimants		Attorneys for the Official Committee of Asbestos Claimants
Dated as of: July 10, 2006

167

Schedule I

Schedule of Subsidiary Debtors

CDC Corporation

Engineered Yarns America, Inc.

Exterior Systems, Inc.

Falcon Foam Corporation

Fibreboard Corporation

HOMExperts LLC

Integrex

Integrex Professional Services LLC

Integrex Testing Systems LLC

Integrex Supply Chain Solutions LLC

Integrex Ventures LLC

Jefferson Holdings, Inc.

Owens-Corning Fiberglas Technology Inc.

Owens Corning HT, Inc.

Owens-Corning Overseas Holdings, Inc.

Owens Corning Remodeling Systems, LLC

Soltech, Inc.

Schedule II

Schedule of Non-Debtor Subsidiaries

Commercial Owens Corning Chile Limitada

Commercializadora Owens Corning, S.A. de C.V.

Crown Manufacturing Inc.

Engineered Pipe Systems, Inc.

EPS Holding AS

Eric Company

European Owens-Corning Fiberglas, S.A.

Flowtite Offshore Services Ltd.

Goodman Ventures, Inc.

IP Owens Corning Ltd.

IPM, Inc.

LMP Impianti Srl

Norske EPS Botswana AS

OC (Belgium) Holdings, Inc.

OC Celfortec Inc.

O.C. Funding B.V.

OCW Acquisition Corporation

Owens-Corning Britinvest Limited

Owens-Corning Capital Holdings I, Inc.

Owens-Corning Capital Holdings II, Inc.

Owens-Corning Capital L.L.C.

Owens-Corning Cayman Limited

Owens-Corning Fiberglas Deutschland GmbH

Owens-Corning Fiberglas (G.B.) Ltd.

Owens-Corning Fiberglas Espana, S.A.

Owens-Corning Fiberglas France S.A.

Owens-Corning Fiberglas Norway A/S

Owens-Corning Fiberglas S.A.

Owens-Corning Fiberglas Sweden Inc.

Owens-Corning Fiberglas (U.K.) Pension Plan Ltd.

Owens-Corning FSC, Inc.

Owens-Corning Funding Corporation

Owens-Corning (Guangzhou) Fiberglas Co., Ltd.

Owens-Corning Holdings Limited

Owens-Corning Real Estate Corporation

Owens-Corning (Sweden) AB

Owens-Corning Veil Netherlands B.V.

Owens-Corning Veil U.K. Ltd.

Owens Corning (Anshan) Fiberglass Co., Ltd.

Owens Corning Argentina Sociedad de Responsabilidad Limitada

Owens Corning Australia Pty. Limited

Owens Corning Automobile (UK) Ltd.

Owens Corning Building Materials Espana, S.A.

Owens Corning Canada Inc.

Owens Corning Cayman (China) Holdings

Owens Corning (China) Investment Company, Ltd.

Owens Corning Commercial Insulation Systems, LLC

Owens Corning Composites Italia S.r.l.

Owens Corning Composites SPRL

Owens Corning Enterprise (India) Pvt. Ltd.

Owens Corning Espana SA

Owens Corning Fiberglas A.S. Limitada

Owens Corning (India) Limited

Owens Corning (Japan) Ltd.

Owens Corning Integrated Acoustic Systems, LLC

Owens Corning Korea

Owens Corning Mexico, S.A. de C.V.

Owens Corning (Nanjing) Foamular Board Co. Ltd.

Owens Corning NRO Inc.

Owens Corning NRO II Inc.

Owens Corning Sales Company

Owens Corning (Shanghai) Composites Co., Ltd.

Owens Corning (Shanghai) International Trading Co., Ltd.

Owens Corning (Shanghai) Fiberglas Co., Ltd.

Owens Corning (Singapore) Pte Ltd.

Owens Corning Trading (Korea) Co., Ltd.

Owens Corning VF Holdings, Inc.

OCF Mexico, S.A. de C.V.

Palmetto Products, Inc.

Quest Industries, LLC

Scanglas Ltd.

Technologia Owens Corning LLC

Trumbull Asphalt Co. of Delaware

Vytec Corporation

Willcorp,Inc.

Wrexham A.R. Glass Ltd.

Schedule III¹

Schedule of Persons against Whom Claims are Not Released under the Plan

Shearman & Sterling LLP

¹ This Schedule remains subject to further revision and amendment by the Plan Proponents up to ten (10) Business Days prior to the Objection Deadline

Schedule IV

Schedule of Executory Contracts and Unexpired Leases Not Assumed

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Schedule V

[Intentionally Omitted]

Schedule VI

Schedule of Purchasers and Transferees Treated as Protected Parties

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Schedule VII

Schedule of Insurance Companies Who Are Protected Parties

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Schedule VIII

Schedule of FB Persons and OC Persons

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Schedule IX

Schedule of Interested Parties

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Schedule X

Schedule of Protected Parties

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Schedule XI

List of Insurance Policies to Be Rejected to the Extent Executory Contracts

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Schedule XII¹

Schedule of Estimates

• Available Cash (as of October 30, 2006) = $1.432 billion

• Bank Default Interest and Fee Amount (as of October 30, 2006) = approximately $947 million

• Total Enterprise Value (as of October 31, 2006) = no less than $5.858 billion, including, the net present value related to net operating loss carryforwards (see Appendix I for further detail).

• Combined OCD Distribution Package = approximately $618 million in Available Cash and $3,716.8 million in New OCD Common Stock.

• OCD Insurance Escrow = approximately $84 million

• Senior Note Amount = approximately $1.800 billion

• Standard Combination = a combination of approximately 14% Cash and 86% New OCD Common Stock

[See Appendix I to the Disclosure Statement, entitled “Distribution Assumptions,” for the

assumptions for purposes of estimation of distributions under the Plan.]

¹ All of the estimates in this Schedule XII are subject to further modification, revision and supplementation up to ten (10) Business Days prior to the Objection Deadline or thereafter.

Schedule XIII

Schedule of Material Rights of Action Expressly Released

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Schedule XIV

Schedule of Avoidance Actions Expressly Not Released

[None]

Schedule XV

[Intentionally Omitted]

Schedule XVI¹

Schedule of OCD Insurance Policies Which Are OC Asbestos Personal

Injury Liability Insurance Assets

Insurer Number	Policy Period	Policy
INA	July 9, 1974 to Oct. 22, 1976	XCP 6638
Integrity	Sept. 1, 1979 to Sept. 1, 1980	XL 201337
Southern American	Sept. 1, 1979 to Sept. 1, 1980	XX 800201
Zurich International	Sept. 1, 1979 to Sept. 1, 1980	ZI 7162
Integrity	Sept. 1, 1980 to Sept. 1, 1981	XL 201765
Southern American	Sept. 1, 1980 to Sept. 1, 1981	XX 800360
Zurich International	Sept. 1, 1980 to Sept. 1, 1981	ZIB 7458/2
Integrity	Sept. 1, 1981 to Sept. 1 1982	XL 203363
		XL 203364
Central Nat’l of Omaha	Sept. 1, 1981 to Sept. 1, 1982	CNZ 0066019
Continental	Sept. 1, 1981 to Dec. 17, 1981	SRX 3196793
Southern American	Sept. 1, 1981 to Sept. 1, 1982	XX 800472
Integrity	Sept. 1, 1982 to Sept. 1, 1983	XL 206444
		XL 206445
Central Nat’l of Omaha	Sept. 1, 1982 to Sept. 1, 1983	CNZ 008086
Harbor Insurance Co.	Sept. 1, 1982 to Sept. 1, 1983	HI 163017
London Guarantee & Accd.	Sept. 1, 1982 to Sept. 1, 1983	LX 18988076
Pacific Employers	Sept. 1, 1982 to Sept. 1, 1983	XCC 003198
Royal Indemnity	Dec. 10, 1982 to Sept. 1, 1983	ED 101856
Central Nat’l of Omaha	Sept. 1, 1983 to Sept. 1, 1984	CNZ 008414

¹ This Schedule remains subject to further revision and amendment by the Plan Proponents up to ten (10) Business Days prior to the Objection Deadline

Insurer Number	Policy Period	Policy
Royal Indemnity	Sept. 1, 1983 to Sept. 1, 1984	ED 102134
INA Underwriters	Sept. 1, 1983 to Sept. 1, 1984	XCP 145412
		XCP 145413
Integrity	Sept. 1, 1983 to Sept. 1, 1984	XL 207790
Royal Indemnity	Sept. 1, 1983 to Sept. 1, 1984	ED 102135
Harbor Insurance Co.	Sept. 1, 1983 to Feb. 10, 1984	HI 176858
London Guarantee & Accd.	Sept. 1, 1983 to Sept. 1, 1984	LX 2107865

Schedule XVII

Schedule of Non-Indemnified Parties and Actions

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Schedule XVIII

Schedule of Terms of Tail Insurance

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Schedule XIX

Initial Reorganized OCD Board of Directors

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Schedule XX

Restructuring Transactions

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Exhibit A

Form of Amended and Restated Certificate of Incorporation of Reorganized OCD

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Exhibit B

Form of Amended and Restated Bylaws of Reorganized OCD

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Exhibit C

[Intentionally Omitted]

EXHIBIT D

OWENS CORNING/FIBREBOARD

FORM OF ASBESTOS PERSONAL INJURY TRUST AGREEMENT

EXHIBIT D

OWENS CORNING/FIBREBOARD

ASBESTOS PERSONAL INJURY TRUST AGREEMENT

TABLE OF CONTENTS

SECTION 1 — Agreement of Trust		3
1.1	Creation and Name	3
1.2	Purpose	4
1.3	Transfer of Assets	4
1.4	Acceptance of Assets and Assumption of Liabilities	4
SECTION 2 — Powers and Trust Administration		5
2.1	Powers	5
2.2	General Administration	9
2.3	Claims Administration	14
SECTION 3 — Accounts, Investments, and Payments		14
3.1	Accounts	14
3.2	Investments	14
3.3	Source of Payments	16
SECTION 4 — Trustees; Delaware Trustee		17
4.1	Number	17
4.2	Term of Service	17
4.3	Appointment of Successor Trustees	18
4.4	Liability of Trustees, Members of the TAC and the Future Claimants’ Representative	19
4.5	Compensation and Expenses of Trustees	19
4.6	Indemnification	20
4.7	Trustees’ Lien	21
4.8	Trustees’ Employment of Experts; Delaware Trustee’s Employment of Counsel	22
4.9	Trustees’ Independence	22
4.10	Bond	22
4.11	Delaware Trustee	22

SECTION 5 — Trust Advisory Committee		24
5.1	Members	24
5.2	Duties	24
5.3	Term of Office	25
5.4	Appointment of Successor	25
5.5	TAC’s Employment of Professionals	26
5.6	Compensation and Expenses of TAC	27
5.7	Procedures for Consultation With and Obtaining the Consent of the TAC	28
	(a)    Consultation Process	28
	(b)    Consent Process	28
SECTION 6 — The Future Claimants’ Representative		30
6.1	Duties	30
6.2	Term of Office	30
6.3	Appointment of Successor	31
6.4	Future Claimants’ Representative’s Employment of Professionals	31
6.5	Compensation and Expenses of the Future Claimants’ Representative	32
6.6	Procedures for Consultation With and Obtaining the Consent of the Future Claimants’ Representative	33
	(a)    Consultation Process	33
	(b)    Consent Process	34
SECTION 7 — General Provisions		35
7.1	Irrevocability	35
7.2	Term; Termination	35
7.3	Amendments	37
7.4	Meetings	37
7.5	Severability	38
7.6	Notices	38
7.7	Successors and Assigns	39
7.8	Limitation on Claim Interests for Securities Laws Purposes	39
7.9	Entire Agreement; No Waiver	40
7.10	Headings	40
7.11	Governing Law	40
7.12	Settlors’ Representations and Cooperation	40
7.13	Dispute Resolution	40
7.14	Enforcement and Administration	41
7.15	Effectiveness	41
7.16	Counterpart Signatures	41

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EXHIBIT D

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                                          (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 Fifth Amended Joint Plan of Reorganization for Owens Corning and Its Affiliated Debtors and Debtors-In-Possession (“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 Rules, shall have the meanings ascribed to them by the Bankruptcy Code and 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 “Fibreboard 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 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, Debtor, 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 Settlement 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 Fibreboard 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 Fibreboard Asbestos Personal Injury Claims shall be paid from the Fibreboard Sub-Account;

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

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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:

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.

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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 PI Trust 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 PI Trust Share (as defined in the Plan) 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 (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, 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

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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 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 Fibreboard 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,

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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.

(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 Share and 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 Restated Certificate of Reorganized OC;

(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;

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(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;

(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;

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

(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 Share or 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.

(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 (xv) above, and any act proposed to be performed or taken pursuant to Section 2.2(f) below.

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

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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) 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.

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(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 Asbestos Personal Injury Claims 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;

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(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;

(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; and

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(xiv) 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, 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.

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(b) The PI Trust shall not acquire or hold any long-term debt securities unless (i) such securities are included in the PI Trust Share or 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 high 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 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

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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.

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.

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(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 five (5) 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 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 five initial Trustees named pursuant to Article 4.1 above shall each serve an initial two (2) year term. At the expiration of these initial two (2) year terms, the number of Trustees shall be reduced from five (5) to three (3). At that time, the five initial Trustees, after consultation with the TAC and the Future Claimants’ Representative, shall decide which three individuals among their number shall continue to serve, and the three (3) Trustees so selected shall then serve staggered terms of three (3), four (4) and five (5) years each. 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.

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(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.

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.

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(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.

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 $60,000.00 per annum, except that the Managing Trustee shall receive $75,000.00 per annum for his or her service. All Trustees shall also receive a per diem allowance for telephonic meetings or other PI Trust business performed in the amount of $1,500.00. All Trustees shall receive a per diem allowance for in person meetings in the amount of $2,500. For purposes of the per diem allowance, PI Trust business includes, but is not limited to, attendance at meetings of Reorganized OC’s Board of Directors. For purposes of Section 7.4 below, the Trustees shall determine the scope and duration of activities that constitute a meeting and, if the Trustees elect to provide for payment for activities of less than

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a full day’s duration, may provide for partial payment of per diem amounts on a proportional basis for activities of less than a full day’s duration. 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.

(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 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

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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.

(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 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.

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

(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. Notwithstanding the foregoing, any PI Trustee may serve, without any additional compensation other than the per diem compensation to be paid by the PI Trust pursuant to Section 4.5(a) above, as a director of 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

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Delaware or (ii) a legal entity that has its principal place of business in the State of Delaware, 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) 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.

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(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 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.

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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.

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

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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.

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

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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 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

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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 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

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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 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.

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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 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.

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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 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 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

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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 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.

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(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’ 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.

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(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.

(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

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(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 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

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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 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 Meetings. For purposes of determining whether a Trustee is entitled to per diem compensation as provided in Section 4.5 above, the Trustees shall be deemed to have attended a meeting in the event such person spends four hours or more during a day conferring, in person or by telephone conference call, on PI Trust matters with the TAC, the Future Claimants’ Representative, or Trustees, as applicable. A Trustee shall also be deemed to have attended a meeting in the event he or she spends four hours or more during a day engaging in activities related to Reorganized OC, including attendance at its Board of Directors meetings. The Trustees shall have complete discretion to determine whether a

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meeting, as described herein, occurred for purposes of Sections 4.5 above, including whether a Trustee who spends less than four hours during a given day on PI Trust activities should be compensated on a pro rata basis for purposes of payment of the per diem. The Delaware Trustee shall not be required nor permitted to attend meetings relating to the PI Trust.

7.5 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.

7.6 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.

To the PI Trust through the Trustees:

To the Delaware Trustee:

To Reorganized OC:

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To the TAC:

To the Future Claimants’ Representative:

(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.

7.7 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.

7.8 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.

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7.9 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.

7.10 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.

7.11 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.

7.12 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.

7.13 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

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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 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.

7.14 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.

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

7.16 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      day of                     ,             .

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SETTLOR: Owens Corning
By:
	Name and Title
TRUSTEES
ASBESTOS CLAIMANTS COMMITTEE
By:

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TRUST ADVISORY COMMITTEE

Matthew Bergman, Esq.

Expiration Date of Initial Term:             

anniversary of the date of this PI Trust Agreement

Russell W. Budd, Esq.

Expiration Date of Initial Term:             

anniversary of the date of this PI Trust Agreement

John D. Cooney, Esq.

Expiration Date of Initial Term:             

anniversary of the date of this PI Trust Agreement

James Ferraro, Esq.

Expiration Date of Initial Term:             

anniversary of the date of this PI Trust Agreement

Theodore Goldberg, Esq.

Expiration Date of Initial Term:             

anniversary of the date of this PI Trust Agreement

Steven Kazan, Esq.

Expiration Date of Initial Term:             

anniversary of the date of this PI Trust Agreement

Joseph F. Rice, Esq.

Expiration Date of Initial Term:             

anniversary of the date of this PI Trust Agreement

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Armand J. Volta, Jr., Esq.

Expiration Date of Initial Term:             

anniversary of the date of this PI Trust Agreement

Perry Weitz, Esq.

Expiration Date of Initial Term:             

anniversary of the date of this PI Trust Agreement

FUTURE CLAIMANTS’ REPRESENTATIVE

James J. McMonagle

DELAWARE TRUSTEE

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CERTIFICATE OF TRUST

OF

OWENS CORNING/FIBREBOARD ASBESTOS PERSONAL INJURY TRUST

THIS Certificate of Trust of the Owens Corning/Fibreboard Asbestos Personal Injury Trust (the “Trust”), is being duly executed and filed by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code, § 3801 et seq.) (the “Act”).

1. Name. The name of the statutory trust formed hereby is Owens Corning/Fibreboard Asbestos Personal Injury Trust.

2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware are                                                      ,                                              , Delaware             , Attention:                         .

3. Effective Date. This Certificate of Trust shall be effective upon filing.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust in accordance with Section 3811(a) of the Act.

                                                                             , not

in its individual capacity but solely as Delaware Trustee

By:

Name:

Title:

______________________________________

                                                     , not in his individual capacity but solely as Trustee

______________________________________

                                                     , not in his individual capacity but solely as Trustee

______________________________________

                                                     , not in his individual capacity but solely as Trustee

EXHIBIT D-1

OWENS CORNING/FIBREBOARD

FORM OF ASBESTOS PERSONAL INJURY

TRUST DISTRIBUTION PROCEDURES

EXHIBIT D-1

OWENS CORNING/FIBREBOARD

ASBESTOS PERSONAL INJURY TRUST DISTRIBUTION PROCEDURES

TABLE OF CONTENTS

		Page
SECTION I — Introduction		1
1.1	Purpose	1
1.2	Interpretation	1
SECTION II — Overview		2
2.1	PI Trust Goals	2
2.2	Claims Liquidation Procedures	3
2.3	Application of the Payment Percentage	5
2.4	Determination of the Maximum Annual Payment and Maximum Available Payment	6
2.5	Claims Payment Ratio	8
2.6	Indemnity and Contribution Claims	10
SECTION III — TDP Administration		10
3.1	PI Trust Advisory Committee and Future Claimants’ Representative	10
3.2	Consent and Consultation Procedures	10
SECTION IV — Payment Percentage; Periodic Estimates		11
4.1	Uncertainty of OC’s and Fibreboard’s Total Personal Injury Asbestos Liabilities	11
4.2	Computation of Payment Percentage	11
4.3	Applicability of the Payment Percentage	13

SECTION V — Resolution of PI Trust Claims					15
5.1	Ordering, Processing and Payment of Claims				15
	(a)	Ordering of Claims			15
		(1)	Establishment of the FIFO Processing Queues		15
		(2)	Effect of Statutes of Limitations and Repose		16
	(b)	Processing of Claims			17
	(c)	Payment of Claims			17
5.2	Resolution of Pre-Petition Liquidated PI Trust Claims				18
	(a)	Processing and Payment			18
	(b)	Marshalling of Security			20
5.3	Resolution of Unliquidated PI Trust Claims				20
	(a)	Expedited Review Process			21
		(1)	In General		21
		(2)	Claims Processing under Expedited Review		22
		(3)	Disease Levels, Scheduled Values and Medical/Exposure Criteria		22
	(b)	Individual Review Process			26
		(1)	In General		26
			(A)	Review of Medical/Exposure Criteria	28
			(B)	Review of Liquidated Value	28
		(2)	Valuation Factors to be Considered in Individual Review		29
		(3)	Processing and Payment Limitations for Claims Involving Disease Levels III and II		30
			(A)	Disease Level III Claims	30
			(B)	Disease Level II Claims	30
		(4)	Scheduled, Average and Maximum Values		31
5.4	Categorizing Claims as Extraordinary and/or Exigent Hardship				32
	(a)	Extraordinary Claims			32
	(b)	Exigent Hardship Claims			33
5.5	Secondary Exposure Claims				34
5.6	Indirect PI Trust Claims				34
5.7	Evidentiary Requirements				36
	(a)	Medical Evidence			36
		(1)	In General		36
			(A)	Disease Levels I – IV	37
			(B)	Disease Levels V – VIII	38
			(C)	Treatment of Certain Pre-Petition Claims	38
		(2)	Credibility of Medical Evidence		38
	(b)	Exposure Evidence			39
		(1)	In General		39
		(2)	Significant Occupational Exposure		40
		(3)	OC or Fibreboard Exposure		40
5.8	Claims Audit Program				41
5.9	Second Disease (Malignancy) Claims				41
5.10	Arbitration				42
	(a)	Establishment of ADR Procedures			42
	(b)	Claims Eligible for Arbitration			42
	(c)	Limitations on and Payment of Arbitration Awards			43
5.11	Litigation				43

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SECTION VI — Claims Materials			43
6.1	Claims Materials		43
6.2	Content of Claims Materials		44
6.3	Withdrawal or Deferral of Claims		44
6.4	Filing Requirements and Fees		45
6.5	Confidentiality of Claimants’ Submissions		45
SECTION VII — General Guidelines for Liquidating and Paying Claims			46
7.1	Showing Required		46
7.2	Costs Considered		46
7.3	Discretion to Vary Order and Amounts of Payments in Event of Limited Liquidity		46
7.4	Punitive Damages		47
7.5	Interest		48
	(a)	In General	48
	(b)	Unliquidated PI Trust Claims	48
	(c)	Interest on Liquidated Pre-Petition Claims	48
7.6	Suits in the Tort System		49
7.7	Payment of Judgments for Money Damages		49
7.8	Releases		50
7.9	Third-Party Services		50
7.10	PI Trust Disclosure of Information		50
SECTION VIII — Miscellaneous			51
8.1	Amendments		51
8.2	Severability		51
8.3	Governing Law		52

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OWENS CORNING/FIBREBOARD

ASBESTOS PERSONAL INJURY TRUST DISTRIBUTION PROCEDURES

The Asbestos Personal Injury Trust Distribution Procedures (“TDP”) contained herein provide for resolving all Asbestos Personal Injury Claims for which Owens Corning (“OC “) and/or its wholly owned subsidiary, Fibreboard Corporation (“Fibreboard”), and their predecessors, successors, and assigns have legal responsibility (respectively, OC Asbestos Personal Injury Claims (“OC Claims”) and Fibreboard Asbestos Personal Injury Claims (“Fibreboard Claims”), which terms are defined in the Fifth Amended Joint Plan of Reorganization for Owens Corning and its Affiliated Debtors and Debtors-in-Possession (“Plan”) (hereinafter collectively referred to in this TDP as “PI Trust Claims”)). The Plan and the Asbestos Personal Injury Trust Agreement (“PI Trust Agreement”) establish the Owens Corning/Fibreboard Asbestos Personal Injury Trust (the “PI Trust”). The Trustees of the PI Trust (“Trustees”) shall implement and administer this TDP in accordance with the PI Trust Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Plan and the PI Trust Agreement.

SECTION I

Introduction

1.1 Purpose. This TDP has been adopted pursuant to the PI Trust Agreement. It is designed to provide fair, equitable, and substantially similar treatment for all PI Trust Claims that may presently exist or may arise in the future.

1.2 Interpretation. Except as may otherwise be provided below, nothing in this TDP shall be deemed to create a substantive right for any claimant. The rights and benefits, if any, provided herein to holders of PI Trust Claims shall vest in such holders as of the Effective Date.

SECTION II

Overview

2.1 PI Trust Goals. The goal of the PI Trust is to treat all holders of PI Trust Claims equitably and in accordance with the requirements of Section 524(g) of the Bankruptcy Code. To achieve that goal, the PI Trust consists of two separate Sub-Accounts, an OC Sub-Account for payment of OC Claims and a Fibreboard Sub-Account for payment of Fibreboard Claims (together the “PI Trust Sub-Accounts”).

A claimant may assert separate claims against the OC Sub-Account and the Fibreboard Sub-Account based on separate exposures to asbestos or asbestos-containing products manufactured or distributed by OC and Fibreboard, respectively (“Multiple Exposure Claims”); however, all such Multiple Exposure Claims must be filed by the claimant at the same time. To the extent that the OC Sub-Account and the Fibreboard Sub-Account each has separate liability to a claimant based on Multiple Exposure Claims, each Sub-Account shall pay the claimant the liquidated value of the separate claim for which it is liable, subject to applicable Payment Percentage, Maximum Annual Payment, Maximum Available Payment and Claims Payment Ratio limitations set forth below.

This TDP sets forth procedures for processing and paying all PI Trust Claims from the two Sub-Accounts generally on an impartial, first-in-first-out (“FIFO”) basis, with the intention of paying all claimants over time as equivalent a share as possible of the value of their claims based on historical values for substantially similar claims in the tort system.¹ To this end, this TDP establishes a single schedule of eight asbestos-related diseases (“Disease Levels”), seven of which have presumptive medical and exposure requirements (“Medical/Exposure Criteria”) that are applicable to both OC and Fibreboard Claims, as well as two separate schedules with liquidated values (“Scheduled Values”), anticipated average values (“Average Values”), and caps on liquidated values (“Maximum Values”) that are applicable to OC Claims and Fibreboard Claims, respectively.

¹ As used in this TDP, the phrase "in the tort system" shall include only claims asserted by way of litigation and not claims asserted against a trust established pursuant to section 524(g) and/or section 105 of the Bankruptcy Code or any other applicable law.

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These Disease Levels, Medical/Exposure Criteria, Scheduled Values, Average Values and Maximum Values, which are set forth in Sections 5.3 and 5.4 below, have all been selected and derived with the intention of achieving a fair allocation of the assets held by the separate OC and Fibreboard Sub-Accounts as among their respective claimants suffering from different disease processes in light of the best available information considering the settlement histories of OC and Fibreboard, and the rights that OC and Fibreboard claimants would have in the tort system absent the bankruptcy.

2.2 Claims Liquidation Procedures. PI Trust Claims shall be processed based on their place in separate FIFO Processing Queues to be established for each of the two PI Trust Sub-Accounts pursuant to Section 5.1(a) below. The PI Trust shall take all reasonable steps to resolve OC and Fibreboard Claims as efficiently and expeditiously as possible at each stage of claims processing and arbitration. To this end, the PI Trust, in its sole discretion, may conduct settlement discussions with claimants’ representatives with respect to more than one claim at a time, provided that the claimants’ respective positions in the FIFO Processing Queues are maintained, and each claim is individually evaluated pursuant to the valuation factors set forth in Section 5.3(b)(2) below. The PI Trust shall also make every effort to resolve each year at least that number of PI Trust Claims required to exhaust the Maximum Annual Payment and the Maximum Available Payment for Category A and Category B claims, as those terms are defined below.

The PI Trust shall liquidate all OC and Fibreboard Claims except Foreign Claims (as defined in Section 5.3(b)(1) below) that meet the presumptive Medical/Exposure Criteria of Disease Levels I – V, VII and VIII under the Expedited Review Process described in Section 5.3(a) below. PI Trust Claims involving Disease Levels I – V, VII and VIII that do not meet the presumptive Medical/Exposure Criteria for the relevant Disease Level may undergo the PI Trust’s Individual Review Process described in Section 5.3(b) below. In such a case, notwithstanding that the claim does not meet the presumptive Medical/Exposure Criteria for the relevant Disease Level, the PI Trust can offer the claimant an amount up to the Scheduled Value of that Disease Level if the PI Trust is satisfied that the claimant has presented a claim that would be cognizable and valid in the tort system.

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In lieu of liquidating such claimant’s claim under the Expedited Review Process, OC and Fibreboard claimants holding PI Trust Claims involving Disease Levels II - VIII may alternatively seek to establish liquidated values for their claims that are greater than their Scheduled Values by electing the PI Trust’s Individual Review Process. However, the liquidated values of PI Trust Claims that undergo the Individual Review Process for valuation purposes may be determined to be less than the Scheduled Values, and in any event shall not exceed the respective Maximum Values for the Disease Levels set forth for OC and Fibreboard Claims in Section 5.3(b)(4) below, unless the claims qualify as Extraordinary Claims as defined in Section 5.4(a) below, in which case their liquidated value cannot exceed the Maximum Values specified in that provision for such claims. OC and Fibreboard Level VI (Lung Cancer 2) Claims and all Foreign Claims may be liquidated only pursuant to the PI Trust’s Individual Review Process.

Based upon OC ‘s and Fibreboard’s claims settlement history in light of applicable tort law, and current projections of present and future unliquidated claims, the Scheduled Values and Maximum Values set forth in Section 5.3(b)(4) for OC and Fibreboard Claims, respectively, have been established for each of the Disease Levels that are eligible for Individual Review of their liquidated values, with the expectation that the combination of settlements at the Scheduled Values and those resulting from the Individual Review Process should result in the Average Values also set forth in that provision.

All unresolved disputes over a claimant’s medical condition, exposure history and/or the liquidated value of the claim shall be subject to mandatory pro bono evaluation and mediation and then to binding or non-binding arbitration pursuant to Section 5.10 below, at the election of the claimant, under the ADR Procedures that are provided in Attachment A hereto. PI Trust Claims that are the subject of a dispute with the PI Trust that cannot be resolved by non-binding arbitration may enter the tort system as provided in Sections 5.11

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and 7.6 below. However, if and when an OC or Fibreboard claimant obtains a judgment in the tort system, the judgment will be payable (subject to the Payment Percentage, Maximum Available Payment, and Claims Payment Ratio provisions set forth below) as provided in Section 7.7 below.

2.3 Application of the Payment Percentage. After the liquidated value of an OC or Fibreboard Claim other than a claim involving Other Asbestos Disease (Disease Level I – Cash Discount Payment), as defined in Section 5.3(a)(3) below, is determined pursuant to the procedures set forth herein for Expedited Review, Individual Review, arbitration, or litigation in the tort system, the claimant will ultimately receive a pro-rata share of that value based on the Payment Percentages separately set for OC and Fibreboard Claims pursuant to Section 4.2 below. These Payment Percentages shall also apply to all Pre-Petition Liquidated Claims as provided in Section 5.2 below.

The Initial Payment Percentage for the OC Sub-Account has been set at forty percent (40%), and the Initial Payment Percentage for the Fibreboard Sub-Account has been set at twenty-five percent (25%). These Initial Payment Percentages shall apply to all OC and Fibreboard PI Trust Voting Claims accepted as valid by the PI Trust, unless adjusted by the PI Trust with the consent of the PI Trust Advisory Committee (“TAC”) and the Legal Representative for Future Asbestos Claimants (“Future Claimants’ Representative”) (who are described in Section 3.1 below) pursuant to Section 4.2 below, and except as provided in Section 4.3 below with respect to supplemental payments in the event an Initial Payment Percentage for a Sub-Account is changed.

The term “PI Trust Voting Claims” includes (i) Pre-Petition Liquidated Claims as provided in Section 5.2 below; (ii) OC and Fibreboard Claims filed against OC and/or Fibreboard in the tort system or actually submitted to OC and/or Fibreboard pursuant to an administrative settlement agreement prior to the Petition Date of October 5, 2000; and (iii) all claims filed against another asbestos defendant in the tort system prior to the date the Plan was first filed with the Bankruptcy Court (January 17, 2003 (the “Plan Filing Date”)), provided,

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however, that (1) the holder of a claim described in subsection (i), (ii) or (iii) above, or his or her authorized agent, actually voted to accept or reject the Plan pursuant to the voting procedures established by the Bankruptcy Court unless such holder certifies to the satisfaction of the Trustees that he or she was prevented from voting in this proceeding as a result of circumstances resulting in a state of emergency affecting, as the case may be, the holder’s residence, principal place of business or legal representative’s principal place of business at which the holder or his or her legal representative receives notice and/or maintains material records relating to his or her PI Trust Voting Claim, and (2) the claim was subsequently filed with the PI Trust pursuant to Section 6.1 below by the Initial Claims Filing Date as defined in Section 5.1(a) below.

The Initial Payment Percentages for the OC and Fibreboard Sub-Accounts set forth above have been calculated on the assumption that the Average Values set forth in Section 5.3(b)(4) below will be achieved with respect to existing present claims and projected future claims involving Disease Levels II – VIII. However, either or both of these Payment Percentages may be adjusted upwards or downwards from time to time pursuant to Section 4.2 below by the PI Trust with the consent of the TAC and the Future Claimants’ Representative to reflect then-current estimates of the assets and liabilities allocable to OC and Fibreboard Claims, respectively, as well as the then-estimated value of pending and future OC and Fibreboard Claims. However, any adjustment to the Initial Payment Percentages shall be made only pursuant to Section 4.2 below. If the Payment Percentage for either the OC or Fibreboard Sub-Account is increased over time, claimants whose OC or Fibreboard Claims were liquidated and paid in prior periods under the TDP will receive additional payments only as provided in Section 4.3 below. Because there is uncertainty in the prediction of both the number and severity of future claims, and the amount of the PI Trust’s assets, no guarantee can be made of any Payment Percentage for either OC or Fibreboard Claims.

2.4 Determination of the Maximum Annual Payment and Maximum Available Payment. For each of the OC and the Fibreboard Sub-Accounts, the PI Trust shall estimate

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or model the amount of cash flow anticipated to be necessary over the entire life of the Sub-Account to ensure that amounts will be available to treat all holders of OC and/or Fibreboard Claims as similarly as possible, given the assets and liabilities allocable to each of the two Sub-Accounts. In each year, for each Sub-Account, the PI Trust will be empowered to pay out all of the income earned during the year by the Sub-Account (net of taxes payable with respect thereto), together with a portion of the Sub-Account’s principal, calculated so that the application of the Sub-Account’s assets over its life shall correspond with the needs created by the anticipated flow of claims to the Sub-Account (the “Maximum Annual Payment”), taking into account the Payment Percentage provisions set forth in Section 2.3 above and Sections 4.2 and 4.3 below. The PI Trust’s distributions from each Sub-Account to all holders of claims against the Sub-Account for that year shall not exceed the Maximum Annual Payment determined for that year.

In distributing the Maximum Annual Payment from each Sub-Account, the PI Trust shall first allocate the amount in question to outstanding Pre-Petition Liquidated Claims (as defined in Section 5.2(a) below) against the Sub-Account, and to liquidated claims against the Sub-Account involving Disease Level I (Cash Discount Payment), in proportion to the aggregate value of each group of claims. The remaining portion of the Maximum Annual Payment (the “Maximum Available Payment”), if any, shall then be allocated and used to satisfy all other previously liquidated PI Trust Claims against the Sub-Account, subject to the Claims Payment Ratio for the Sub-Account set forth in Section 2.5 below.

In the event there are insufficient amounts in any year to pay the total number of outstanding Pre-Petition Liquidated Claims and/or previously liquidated Disease Level I Claims against the Sub-Account, the available amounts allocated to that group of claims shall be paid to the maximum extent to claimants in the particular group based on their place in their Sub-Account’s FIFO Payment Queue. Claims in either group for which there are insufficient amounts in the Sub-Account shall be carried over to the next year and placed at the head of the FIFO Payment Queue for that Sub-Account.

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2.5 Claims Payment Ratio. Based upon OC ‘s and Fibreboard’s claims settlement history and analysis of present and future claims, a single Claims Payment Ratio has been determined for both Sub-Accounts, which, as of the Effective Date, has been set at 65% for Category A claims, which consist of PI Trust Claims against OC and/or Fibreboard involving severe asbestosis and malignancies (Disease Levels IV – VIII) that were unliquidated as of the Petition Date, and at 35% for Category B claims, which are PI Trust Claims against OC and/or Fibreboard involving non-malignant Asbestosis or Pleural Disease (Disease Levels II and III) that were similarly unliquidated as of the Petition Date. However, the Claims Payment Ratio shall not apply to any Pre-Petition Liquidated Claims or to any claims for Other Asbestos Disease (Disease Level I - Cash Discount Payment) payable from either OC or Fibreboard Sub-Accounts.

In each year, after the determination of the Maximum Available Payment described in Section 2.4 above, 65% of that amount will be available to pay Category A claims and 35% will be available to pay Category B claims that have been liquidated since the Petition Date. In the event there are insufficient amounts in either the OC or Fibreboard Sub-Accounts in any year to pay the liquidated claims within either or both of the Categories, the available amounts allocated to the particular Category within the Sub-Account shall be paid to the maximum extent to claimants in that Category based on their place in the Sub-Account’s FIFO Payment Queue described in Section 5.1(c) below, which will be based upon the date of claim liquidation.

Claims for which there are insufficient amounts allocated to the relevant Category within a Sub-Account shall be carried over to the next year where they will be placed at the head of the Sub-Account’s FIFO Payment Queue. If there are excess amounts in either or both Categories within a Sub-Account, because there is an insufficient amount of liquidated claims to exhaust the respective Sub-Account’s Maximum Available Payment amount for that Category, then the excess amounts for either or both Categories will be rolled over and remain dedicated to the respective Category to which they were originally allocated.

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The 65%/35% Claims Payment Ratio and its rollover provision shall apply to all OC and Fibreboard PI Trust Voting Claims as defined in Section 2.3 above (except Pre-Petition Liquidated Claims and Other Asbestos Claims (Disease Level I – Cash Discount Payment)) and shall not be amended until the third anniversary of the date the PI Trust first accepts for processing proof of claim forms and other materials required to file a claim with the PI Trust. Thereafter, the Sub-Account’s Claims Payment Ratio and its rollover provision shall be continued absent circumstances, such as a significant change in law or medicine, necessitating amendment to avoid a manifest injustice. However, the accumulation, rollover and subsequent delay of claims against one or both Sub-Accounts resulting from the application of the Claims Payment Ratio, shall not, in and of itself, constitute such circumstances. Nor may an increase in the numbers of Category B claims against a Sub-Account beyond those predicted or expected be considered as a factor in deciding whether to reduce the percentage allocated to Category A claims.

In considering whether to make any amendments to the Claims Payment Ratio and/or its rollover provisions for either Sub-Account, the Trustees should also consider the reasons for which the Claims Payment Ratio and its rollover provisions were adopted, the settlement histories of OC and Fibreboard that gave rise to its calculation, and the foreseeability or lack of the foreseeability of the reasons why there would be any need to make an amendment. In that regard, the Trustees should keep in mind the interplay between the Payment Percentage and the Claims Payment Ratio as it affects the net cash actually paid to claimants from either Sub-Account.

In any event, no amendment to the Claims Payment Ratio to reduce the percentage allocated to Category A claims may be made without the unanimous consent of the TAC members and the consent of the Future Claimants’ Representative, and the percentage allocated to Category A claims may not be increased without the consent of the TAC and the Future Claimants’ Representative. In case of any amendments to the Claims Payment Ratio, consents shall be governed by the consent process set forth in Sections 5.7(b) and 6.6(b) of the

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PI Trust Agreement. The Trustees, with the consent of the TAC and the Future Claimants’ Representative, may offer the option of a reduced Payment Percentage to holders of claims in either Category A or Category B against either Sub-Account in return for prompter payment by the Sub-Account (the “Reduced Payment Option”).

2.6 Indemnity and Contribution Claims. As set forth in Section 5.6 below, PI Trust Claims for indemnity and contribution (defined in the Plan as OC Indirect Asbestos Personal Injury Claims and Fibreboard Indirect Asbestos Personal Injury Claims, and hereinafter referred to as “Indirect PI Trust Claims”) against either the OC or the Fibreboard Sub-Accounts, if any, will be subject to the same categorization, evaluation, and payment provisions of this TDP as all other OC and Fibreboard Claims.

SECTION III

TDP Administration

3.1 PI Trust Advisory Committee and Future Claimants’ Representative. Pursuant to the Plan and the PI Trust Agreement, the PI Trust and this TDP shall be administered by the Trustees in consultation with the TAC, which represents the interests of holders of present PI Trust Claims against OC and Fibreboard, and the Future Claimants’ Representative, who represents the interests of holders of PI Trust Claims against OC and/or Fibreboard that will be asserted in the future. The Trustees shall obtain the consent of the TAC and the Future Claimants’ Representative on any amendments to these Procedures pursuant to Section 8.1 below, and on such other matters as are otherwise required below and in Section 2.2(f) of the PI Trust Agreement. The Trustees shall also consult with the TAC and the Future Claimants’ Representative on such matters as are provided below and in Section 2.2(e) of the PI Trust Agreement. The initial members of the TAC and the initial Future Claimants’ Representative are identified in the PI Trust Agreement.

3.2 Consent and Consultation Procedures. In those circumstances in which consultation or consent is required, the Trustees will provide written notice to the TAC and the Future Claimants’ Representative of the specific amendment or other action that is proposed.

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The Trustees will not implement such amendment nor take such action unless and until the parties have engaged in the Consultation Process described in Sections 5.7(a) and 6.6(a), or the Consent Process described in Sections 5.7(b) and 6.6(b) of the PI Trust Agreement, respectively.

SECTION IV

Payment Percentage; Periodic Estimates

4.1 Uncertainty of OC’s and Fibreboard’s Total Personal Injury Asbestos Liabilities. As discussed above, there is inherent uncertainty regarding OC’s and Fibreboard’s total asbestos-related tort liabilities, as well as the total value of the assets available to the OC and Fibreboard Sub-Accounts to pay PI Trust Claims asserted against each Sub-Account. Consequently, there is inherent uncertainty regarding the amounts that holders of PI Trust Claims will receive. To seek to ensure substantially similar treatment of all present and future PI Trust Claims against either the OC or the Fibreboard Sub-Accounts, the Trustees must determine from time to time the percentage of full liquidated value that holders of PI Trust Claims against the Sub-Account will be likely to receive, i.e, the “Payment Percentage” described in Section 2.3 above and Section 4.2 below.

4.2 Computation of Payment Percentage. As provided in Section 2.3 above, the Initial Payment Percentage for claims against the OC Sub-Account shall be forty percent (40%), and for claims against the Fibreboard Sub-Account twenty-five percent (25%). These percentages shall apply to all OC and Fibreboard PI Trust Voting Claims as defined in Section 2.3 above, unless the Trustees, with the consent of the TAC and the Future Claimants’ Representative, determine that the Initial Payment Percentage for one or both Sub-Accounts should be changed to assure that the PI Trust will be in a financial position to pay holders of unliquidated and/or unpaid PI Trust Voting Claims and present and future PI Trust Claims against the OC and Fibreboard Sub-Accounts, respectively, in substantially the same manner. In making any such adjustment, the Trustees, the TAC and the Future Claimants’ Representative shall take into account the fact that the holders of PI Trust Voting Claims voted

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on the Plan relying on the findings of experts that the Initial Payment Percentage for each Sub-Account represented a reasonably reliable estimate of the PI Trust’s total assets and liabilities over its life based on the best information available at the time, and shall thus give due consideration to the expectations of PI Trust Voting Claimants that the Initial Payment Percentage would be applied to their PI Trust Claims.

Except with respect to PI Trust Voting Claims to which the Initial Payment Percentage applies, the Payment Percentage for either the OC or the Fibreboard Sub-Accounts shall be subject to change pursuant to the terms of this TDP and the PI Trust Agreement if the Trustees determine that an adjustment is required. No less frequently than once every three years, commencing with the first day of January occurring after the Plan is consummated, the Trustees shall reconsider the then applicable Payment Percentage for each of the OC and Fibreboard Sub-Accounts to assure that the respective percentage is based on accurate, current information and may, after such reconsideration, change the Payment Percentage for either Sub-Account if necessary with the consent of the TAC and the Future Claimants’ Representative.

The Trustees shall also reconsider the then applicable Payment Percentages for either or both Sub-Accounts at shorter intervals if they deem such reconsideration to be appropriate or if requested to do so by the TAC or the Future Claimants’ Representative. The Trustees must base their determination of the Payment Percentage on current estimates of the number, types, and values of present and future PI Trust Claims against the respective Sub-Accounts, the value of the assets then available to the respective Sub-Accounts for their payment, all anticipated administrative and legal expenses of the respective Sub-Accounts, and any other material matters that are reasonably likely to affect the sufficiency of the respective Sub-Accounts’ assets to pay a comparable percentage of full value to all holders of claims against the Sub-Accounts. When making these determinations, the Trustees shall exercise common sense and flexibly evaluate all relevant factors. The Payment Percentage applicable to Category A or Category B claims against the respective Sub-Accounts may not be reduced to

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alleviate delays in payments of claims in the other Category; both Categories will receive the same Payment Percentage, but the payment from either or both Sub-Accounts may be deferred as needed pursuant to Section 7.3 below, and a Reduced Payment Option may be instituted for either Sub-Account as described in Section 2.5 above.

4.3 Applicability of the Payment Percentage. Except as set forth below in this Section 4.3 with respect to supplemental payments, no holder of a PI Trust Voting Claim other than a PI Trust Voting Claim for Other Asbestos Disease (Disease Level I - Cash Discount Payment) as defined in Section 5.3(a)(3) below shall receive a payment that exceeds the PI Trust’s determination of the Initial Payment Percentage for the relevant Sub-Account of the liquidated value of the claim. Except as otherwise provided in Section 5.1(c) below for PI Trust Claims involving deceased or incompetent claimants for which court or probate approval of the PI Trust’s offer is required, no holder of any other PI Trust Claim shall receive a payment that exceeds the Payment Percentage for the respective Sub-Account in effect at the time of payment. PI Trust Claims involving Other Asbestos Disease (Disease Level I - Cash Discount Payment) shall not be subject to such Sub-Account’s Payment Percentage, but shall instead be paid the full amount of their Scheduled Value as set forth in Section 5.3(a)(3) below.

If a redetermination of the respective Sub-Account’s Payment Percentage has been proposed in writing by the Trustees to the TAC and the Future Claimants’ Representative but has not yet been adopted, the claimant shall receive the lower of such Sub-Account’s current Payment Percentage or the proposed Payment Percentage. However, if the proposed Payment Percentage for such Sub-Account was the lower amount but was not subsequently adopted, the claimant shall thereafter receive the difference between the lower proposed amount and the higher current amount. Conversely, if the proposed Payment Percentage for such Sub-Account was the higher amount and was subsequently adopted, the claimant shall thereafter receive the difference between the lower current amount and the higher adopted amount.

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There is uncertainty surrounding the amount of the PI Trust’s future assets. There is also uncertainty surrounding the totality of the PI Trust Claims to be paid over time as well as the extent to which changes in existing federal and state law could affect the PI Trust’s liabilities under this TDP. If the value of the PI Trust’s future assets increases significantly and/or if the value or volume of PI Trust Claims actually filed with the PI Trust is significantly lower than originally estimated, the PI Trust shall use those proceeds and/or claims savings, as the case may be, first to maintain the Payment Percentage then in effect.

If the Trustees, with the consent of the TAC and the Future Claimants’ Representative, make a determination to increase the Payment Percentage due to a material change in the estimates of the PI Trust’s future assets and/or liabilities, the Trustees shall also make supplemental payments to all claimants who previously liquidated their claims against the PI Trust and received payments based on a lower Payment Percentage. The amount of any such supplemental payment shall be the liquidated value of the claim in question times the newly adjusted Payment Percentage, less all amounts previously paid to the claimant with respect to the claim (excluding the portion of such previously paid amounts that was attributable to interest paid pursuant to Section 7.5 below).

The Trustees’ obligation to make a supplemental payment to a claimant shall be suspended in the event the payment in question would be less than $100.00, and the amount of the suspended payment shall be added to the amount of any prior supplemental payment/payments that was/were also suspended because it/they would have been less than $100.00. However, the Trustees’ obligation shall resume and the Trustees shall pay any such aggregate supplemental payments due the claimant at such time that the total exceeds $100.00.

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SECTION V

Resolution of PI Trust Claims.

5.1 Ordering, Processing and Payment of Claims.

5.1(a) Ordering of Claims.

5.1(a)(1) Establishment of FIFO Processing Queues. The PI Trust will order separately all OC and Fibreboard Claims that are sufficiently complete to be reviewed for processing purposes on a FIFO basis except as otherwise provided herein (the “FIFO Processing Queues”). For all claims filed on or before the date six months after the date that the PI Trust first makes available proof of claim forms and other claims materials required to file a claim with the PI Trust (the “Initial Claims Filing Date”), a claimant’s position in either FIFO Processing Queue shall be determined as of the earliest of (i) the date prior to the Petition Date (if any) that the specific claim was either filed against OC or Fibreboard in the tort system or was actually submitted to OC or Fibreboard pursuant to an administrative settlement agreement; (ii) the date before the Petition Date that the claim was filed against another asbestos defendant in the tort system if at the time the claim was subject to a tolling agreement with OC or Fibreboard; (iii) the date after the Petition Date but before the Initial Claims Filing Date that the claim was filed against another asbestos defendant in the tort system; (iv) the date after the Petition Date but before the Effective Date the claimant filed a proof of claim form in OC’s and/or Fibreboard’s Chapter 11 proceeding; or (v) the date after the Petition Date the claimant submitted a ballot in OC’s Chapter 11 proceeding for purposes of voting on the Plan pursuant to the voting procedures approved by the Bankruptcy Court.

Following the Initial Claims Filing Date, the claimant’s position in one of the two FIFO Processing Queues shall be determined by the date the claim was filed with the PI Trust. If any claims are filed on the same date, the claimant’s position in the FIFO Processing Queue shall be determined by date of the claimant’s diagnosis of asbestos-related disease. If any claims are filed and diagnosed on the same date, the claimant’s position in the FIFO Processing Queue shall be determined by the date of the claimant’s birth, with older claimants given priority over younger claimants.

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5.1(a)(2) Effect of Statutes of Limitations and Repose. All unliquidated PI Trust Claims must meet either, (i) for claims first filed in the tort system against OC or Fibreboard, respectively prior to the Petition Date, the applicable federal, state and foreign statute of limitation and repose that was in effect at the time of the filing of the claim in the tort system, or (ii) for claims that were not filed against either OC or Fibreboard in the tort system prior to the Petition Date, the applicable federal, state or foreign statute of limitation that was in effect at the time of the filing with the PI Trust.

However, the running of the relevant statute of limitation shall be tolled as of the earliest of (A) the actual filing of the claim against OC or Fibreboard prior to the Petition Date, whether in the tort system or by submission of the claim to OC or Fibreboard pursuant to an administrative settlement agreement; (B) the filing of the claim against another defendant in the tort system prior to the Petition Date if the claim was tolled against OC or Fibreboard at the time by an agreement or otherwise; (C) the filing of a claim after the Petition Date but prior to the Initial Claims Filing Date against another defendant in the tort system; (D) the date after the Petition Date but before the Effective Date that a proof of claim was filed against OC or Fibreboard in OC’s and or Fibreboard’s Chapter 11 proceeding; (E) the date a ballot was submitted by the claimant in OC’s and or Fibreboard’s Chapter 11 proceeding for purposes of voting on the Plan pursuant to the voting procedures approved by the Bankruptcy Court; or (F) the filing of a proof of claim with the requisite supporting documentation with the PI Trust after the Initial Claims Filing Date.

If a PI Trust Claim meets any of the tolling provisions described in the preceding sentence and the claim was not barred by the applicable federal, state or foreign statute of limitation at the time of the tolling event, it will be treated as timely filed if it is actually filed with the PI Trust within three (3) years after the Initial Claims Filing Date. In addition, any claims that were first diagnosed after the Petition Date, irrespective of the application of any

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relevant federal, state or foreign statute of limitation or repose, may be filed with the PI Trust within three (3) years after the date of diagnosis or within three (3) years after the Initial Claims Filing Date, whichever occurs later. However, the processing of any PI Trust Claim by the PI Trust may be deferred at the election of the claimant pursuant to Section 6.3 below.

5.1(b) Processing of Claims. As a general practice, the PI Trust will review its claims files on a regular basis and notify all claimants whose claims are likely to come up in either the OC or Fibreboard FIFO Processing Queue in the near future. However, claims that were not filed (i) against OC or Fibreboard in the tort system or actually submitted to OC or Fibreboard pursuant to an administrative settlement agreement prior to the Petition Date, or (ii) against another asbestos defendant in the tort system prior to the Plan Filing Date, shall not be processed until after the Initial Claims Filing Date.

5.1(c) Payment of Claims. PI Trust Claims against the OC and/or Fibreboard Sub-Accounts that have been liquidated under the provisions of this TDP by the Expedited Review Process as provided in Section 5.3(a) below, by the Individual Review Process as provided in Section 5.3(b) below, by arbitration as provided in Section 5.10 below, or by litigation in the tort system provided in Section 5.11 below, shall be paid in FIFO order from the relevant Sub-Account based on the date their liquidation became final (the “FIFO Payment Queue”), all such payments being subject to the applicable Payment Percentage, the Maximum Annual Payment, the Maximum Available Payment, and the Claims Payment Ratio, except as otherwise provided herein. Pre-Petition Liquidated Claims, as defined in Section 5.2 below, shall be subject to the Maximum Annual Payment and Payment Percentage limitations, but not to the Maximum Available Payment and Claims Payment Ratio provisions set forth above.

Where the claimant is deceased or incompetent, and the settlement and payment of his or her claim must be approved by a court of competent jurisdiction or through a probate process prior to acceptance of the claim by the claimant’s representative, an offer made by the PI Trust on the claim shall remain open so long as proceedings before that court or in that

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probate process remain pending, provided that the PI Trust has been furnished with evidence that the settlement offer has been submitted to such court or probate process for approval. If the offer is ultimately approved by the court or through the probate process and accepted by the claimant’s representative, the PI Trust shall pay the claim from the relevant Sub-Account in the amount so offered, multiplied by the Payment Percentage in effect for such Sub-Account at the time the offer was first made.

If any claims are liquidated on the same date, the claimant’s position in a Sub-Account’s FIFO Payment Queue shall be determined by the date of the diagnosis of the claimant’s asbestos-related disease. If any claims are liquidated on the same date and the respective holders’ asbestos-related diseases were diagnosed on the same date, those claimants’ positions in the Sub-Account’s FIFO Payment Queue shall be determined by the PI Trust based on the dates of the claimants’ birth, with older claimants given priority over younger claimants.

5.2 Resolution of Pre-Petition Liquidated PI Trust Claims.

5.2(a) Processing and Payment. As soon as practicable after the Effective Date, the PI Trust shall pay, upon submission by the claimant of the appropriate documentation, all PI Trust Claims that were liquidated by (i) a binding settlement agreement for the particular claim entered into prior to the Petition Date that is judicially enforceable by the claimant, (ii) a jury verdict or non-final judgment in the tort system obtained prior to the Petition Date, or (iii) a judgment that became final and non-appealable prior to the Petition Date (collectively “Pre-Petition Liquidated Claims”). In order to receive payment from the Trust, the holder of a Pre-Petition Liquidated Claim must submit all documentation necessary to demonstrate to the Trust that the claim was liquidated in the manner described in the preceding sentence, which documentation shall include (A) a court authenticated copy of the jury verdict, non-final judgment or final judgment, if applicable, and (B) the name, social security number and date of birth of the claimant and the name and address of the claimant’s lawyer.

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The liquidated value of a Pre-Petition Liquidated Claim shall be the unpaid portion of the amount agreed to in the binding settlement agreement, the unpaid portion of the amount awarded by the jury verdict or non-final judgment, or the unpaid portion of the amount of the final judgment, as the case may be, plus interest, if any, that has accrued on that amount in accordance with the terms of a binding settlement agreement, if any, or under applicable state law for settlements or judgments as of the Petition Date; however, except as otherwise provided in Section 7.4 below, the liquidated value of a Pre-Petition Liquidated Claim shall not include any punitive or exemplary damages. In addition, the amounts payable with respect to such claims shall not be subject to or taken into account in consideration of the Claims Payment Ratio and the Maximum Available Payment limitations, but shall be subject to the Maximum Annual Payment and Payment Percentage provisions. In the absence of a Final Order of the Bankruptcy Court determining whether a settlement agreement is binding and judicially enforceable, a dispute between a claimant and the PI Trust over this issue shall be resolved pursuant to the same procedures in this TDP that are provided for resolving the validity and/or liquidated value of a PI Trust Claim (i.e., arbitration and litigation in the tort system as set forth in Sections 5.10 and 5.11 below).

Pre-Petition Liquidated Claims shall be processed and paid from the OC and/or Fibreboard Sub-Accounts in accordance with their order in separate FIFO queues to be established for each Sub-Account by the PI Trust based on the date the PI Trust received all required documentation for the particular claim. If any Pre-Petition Liquidated Claims are filed with the PI Trust on the same date, the claimant’s position in the Sub-Account’s FIFO queue for such claims shall be determined by the date on which the claim was liquidated. If any Pre-Petition Liquidated Claims are both filed with the PI Trust and liquidated by a Sub-Account on the same dates, those claimants’ positions in the FIFO queue shall be determined by the dates of the claimants’ birth, with older claimants given priority over younger claimants.

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5.2(b) Marshalling of Security. Holders of Pre-Petition Liquidated Claims that are secured by letters of credit, appeal bonds, or other security or sureties shall first exhaust their rights against any applicable security or surety before making a claim against the PI Trust. Only in the event that such security or surety is insufficient to pay the Pre-Petition Liquidated Claim in full shall the deficiency be processed and paid as a Pre-Petition Liquidated Claim.

5.3 Resolution of Unliquidated PI Trust Claims. Within six months after the establishment of the PI Trust, the Trustees with the consent of the TAC and the Future Claimants’ Representative shall adopt procedures for reviewing and liquidating all unliquidated PI Trust Claims, which shall include deadlines for processing such claims. Such procedures shall also require claimants seeking resolution of unliquidated PI Trust claims to first file a proof of claim form, together with the required supporting documentation, in accordance with the provisions of Sections 6.1 and 6.2 below. It is anticipated that the PI Trust shall provide an initial response to the claimant within six months of receiving the proof of claim form.

The proof of claim form shall require the claimant to assert his or her OC and/or Fibreboard Claim for the highest Disease Level for which the claim qualifies at the time of filing. Irrespective of the Disease Level alleged on the proof of claim form, each OC and/or Fibreboard Claims shall be deemed to be a claim for the highest Disease Level for which the claim qualifies at the time of filing, and all lower Disease Levels for which the claim may also qualify at the time of filing or in the future shall be treated as subsumed into the higher Disease Level for both processing and payment purposes.

Upon filing of a valid proof of claim form with the required supporting documentation, the claim shall be placed in the relevant OC and/or Fibreboard FIFO Processing Queue in accordance with the ordering criteria described in Section 5.1(a) above. The PI Trust shall provide the claimant with six-months notice of the date by which it expects to reach the claim in the FIFO Processing Queue, following which the claimant shall promptly (i) advise the PI Trust whether the claim should be liquidated under the PI Trust’s Expedited Review Process

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described in Section 5.3(a) below or, in certain circumstances, under the PI Trust’s Individual Review Process described in Section 5.3(b) below; (ii) provide the PI Trust with any additional medical and/or exposure evidence that was not provided with the original claim submission; and (iii) advise the PI Trust of any change in the claimant’s Disease Level. If a claimant fails to respond to the PI Trust’s notice prior to the reaching of the claim in the FIFO Processing Queue, the PI Trust will process and liquidate the claim under the Expedited Review Process based upon the medical/exposure evidence previously submitted by the claimant, although the claimant shall retain the right to request Individual Review as described in Section 5.3(b) below.

5.3(a) Expedited Review Process.

5.3(a)(1) In General. The PI Trust’s Expedited Review Process is designed primarily to provide an expeditious, efficient and inexpensive method for liquidating all OC and Fibreboard Claims (except those involving Lung Cancer 2 - Disease Level VI and all Foreign Claims, which must be liquidated pursuant to the PI Trust’s Individual Review process) where the claim can easily be verified by the PI Trust as meeting the presumptive Medical/Exposure Criteria for the relevant Disease Level. Expedited Review thus provides claimants with a substantially less burdensome process for pursuing PI Trust Claims than does the Individual Review Process described in Section 5.3(b) below. Expedited Review is also intended to provide qualifying claimants a fixed and certain claims payment.

Thus, claims that undergo Expedited Review and meet the presumptive Medical/Exposure Criteria for the relevant Disease Level shall be paid the Scheduled Value (or Values in the case of Multiple Exposure Claims) for such Disease Level set forth in Section 5.3(a)(3) below. However, except for claims involving Other Asbestos Disease (Disease Level I), all claims liquidated by Expedited Review shall be subject to the applicable Payment Percentage, the Maximum Annual Payment, the Maximum Available Payment, and the Claims Payment Ratio limitations set forth herein. Claimants holding OC and/or

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Fibreboard Claims that cannot be liquidated by Expedited Review because they do not meet the presumptive Medical/Exposure Criteria for the relevant Disease Level may elect the PI Trust’s Individual Review Process set forth in Section 5.3(b) below.

Subject to the provisions of Section 5.8, the claimant’s eligibility to receive the Scheduled Value for his or her PI Trust Claim pursuant to the Expedited Review Process shall be determined solely by reference to the Medical/Exposure Criteria set forth below for each of the Disease Levels eligible for Expedited Review.

5.3(a)(2) Claims Processing under Expedited Review. All claimants seeking liquidation of an OC and/or Fibreboard Claim pursuant to Expedited Review shall file the PI Trust’s proof of claim forms provided in Attachment B hereto. As a proof of claim form is reached in the OC or Fibreboard FIFO Processing Queue, the PI Trust shall determine whether the claim described therein meets the Medical/Exposure Criteria for one of the seven Disease Levels eligible for Expedited Review, and shall advise the claimant of its determination. If a Disease Level is determined, the PI Trust shall tender to the claimant an offer of payment from the relevant OC or Fibreboard Sub-Account of the Scheduled Value for the relevant Disease Level multiplied by the applicable Payment Percentage, together with a form of release approved by the PI Trust. If the claimant accepts the Scheduled Value and returns the release properly executed, the claim shall be placed in the Sub-Account’s FIFO Payment Queue, following which the PI Trust shall disburse payment subject to the limitations of the Maximum Available Payment and Claims Payment Ratio, if any.

5.3(a)(3) Disease Levels, Scheduled Values and Medical/Exposure Criteria. The eight Disease Levels covered by this TDP, together with the Medical/Exposure Criteria for each, and the separate OC and Fibreboard Scheduled Values for the seven Disease Levels eligible for Expedited Review, are set forth below. These Disease Levels, Scheduled Values, and Medical/Exposure Criteria shall apply to all PI Trust Voting Claims (other than

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Pre-Petition Liquidated Claims) filed with the PI Trust on or before the Initial Claims Filing Date provided in Section 5.1 above for which the claimant elects the Expedited Review Process. Thereafter, for purposes of administering the Expedited Review Process and with the consent of the TAC and the Future Claimants’ Representative, the Trustees may add to, change or eliminate Disease Levels, Scheduled Values, or Medical/Exposure Criteria; develop subcategories of Disease Levels, Scheduled Values or Medical/Exposure Criteria; or determine that a novel or exceptional asbestos personal injury claim is compensable even though it does not meet the Medical/Exposure Criteria for any of the then current Disease Levels.

Disease Level	OC/Fibreboard Scheduled Values	Medical/Exposure Criteria
Mesothelioma (Level VIII)	$215,000/$135,000	(1) Diagnosis2 of mesothelioma; and (2) credible evidence of OC or Fibreboard Exposure (as defined in Section 5.7(b)(3) below)
Lung Cancer 1 (Level VII)	$40,000/$27,000	(1) Diagnosis of a primary lung cancer plus evidence of an underlying Bilateral Asbestos-Related Nonmalignant Disease3, (2)

² Therequirements for a diagnosis of an asbestos-related disease that may be compensated under the provisions of this TDP are set forth in Section 5.7 below.

³ Evidenceof “Bilateral Asbestos-Related Nonmalignant Disease” for purposes of meeting the criteria for establishing Disease Levels I, II, III, V, and VII, means either (i) a chest X-ray read by a qualified B reader of 1/0 or higher on the ILO scale or (ii)(x) a chest x-ray read by a qualified B reader or other Qualified Physician, (y) a CT scan read by a Qualified Physician, or (z) pathology, in each case showing either bilateral interstitial fibrosis, bilateral pleural plaques, bilateral pleural thickening, or bilateral pleural calcification. Solely for claims filed against OC or Fibreboard or another asbestos defendant in the tort system prior to the Petition Date, if an ILO reading is not available, either (i) a chest X-ray or a CT scan read by a Qualified Physician, or (ii) pathology, in each case showing either bilateral interstitial fibrosis, bilateral pleural plaques, bilateral pleural thickening, or bilateral pleural calcification, consistent with or compatible with a diagnosis of asbestos-related disease, shall be evidence of a “Bilateral Asbestos-Related Nonmalignant Disease” for purposes of meeting the presumptive medical requirements of Disease Levels I, II, III, V and VII. Pathological evidence of asbestosis may be based on the pathological grading system for asbestosis described in the Special Issue of the Archives of Pathology and Laboratory Medicine, “Asbestos-associated Diseases,” Vol. 106, No. 11, App. 3 (October 8, 1982). For all purposes of this TDP, a “Qualified Physician” is a physician who is board certified (or in the case of Canadian claims or Foreign Claims, a physician who is certified or qualified under comparable medical standards or criteria of the jurisdiction in question) in one or more relevant specialized fields of medicine such as pulmonology, radiology, internal medicine or occupational medicine; provided, however, subject to the provisions of Section 5.8, that the requirement for board certification in this provision shall not apply to otherwise qualified physicians whose x-rays and/or CT scan readings are submitted for deceased holders of PI Trust Claims.

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		six months OC or Fibreboard Exposure prior to December 31, 1982, (3) Significant Occupational Exposure to asbestos,4 and (4) supporting medical documentation establishing asbestos exposure as a contributing factor in causing the lung cancer in question.
Lung Cancer 2 (Level VI)	None	(1) Diagnosis of a primary lung cancer; (2) OC or Fibreboard Exposure prior to December 31, 1982, and (3) supporting medical documentation establishing asbestos exposure as a contributing factor in causing the lung cancer in question.
		Lung Cancer 2 (Level VI) claims are claims that do not meet the more stringent medical and/or exposure requirements of Lung Cancer (Level VII) claims. All claims in this Disease Level will be individually evaluated. The estimated likely Average Value of the individual evaluation awards for this category for OC Claims is $20,000 and for Fibreboard Claims is $12,000, with such awards capped at a Maximum Value of $50,000 for OC Claims and $30,000 for Fibreboard Claims, unless the claim qualifies for Extraordinary Claim treatment (discussed in Section 5.4 below).
		Level VI claims that show no evidence of either an underlying Bilateral Asbestos-Related Non-malignant Disease or Significant Occupational Exposure may be individually evaluated, although it is not expected that such claims will be treated as having any significant value, especially if the claimant is

⁴ “SignificantOccupational Exposure” is defined in Section 5.7 below.

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		also a Smoker.5 In any event, no presumption of validity will be available for any claims in this category.
Other Cancer (Level V)	$22,000/$12,000	(1) Diagnosis of a primary colo-rectal, laryngeal, esophageal, pharyngeal, or stomach cancer, plus evidence of an underlying Bilateral Asbestos-Related Nonmalignant Disease, (2) six months OC or Fibreboard Exposure prior to December 31, 1982, (3) Significant Occupational Exposure to asbestos, and (4) supporting medical documentation establishing asbestos exposure as a contributing factor in causing the other cancer in question.
Severe Asbestosis (Level IV)	$42,000/$29,000	(1) Diagnosis of asbestosis with ILO of 2/1 or greater, or asbestosis determined by pathological evidence of asbestos, plus (a)TLC less than 65%, or (b) FVC less than 65% and FEV1/FVC ratio greater than 65%, (2) six months OC or Fibreboard Exposure prior to December 31, 1982, (3) Significant Occupational Exposure to asbestos, and (4) supporting medical documentation establishing asbestos exposure as a contributing factor in causing the pulmonary disease in question.
Asbestosis/ Pleural Disease (Level III)	$19,000/$11,500	(1) Diagnosis of Bilateral Asbestos-Related Nonmalignant Disease plus (a) TLC less than 80%, or (b) FVC less than 80% and FEV1/FVC ratio greater than or equal to 65%, and

⁵ Thereis no distinction between Non-Smokers and Smokers for either Lung Cancer (Level VII) or Lung Cancer (Level VI), although a claimant who meets the more stringent requirements of Lung Cancer (Level VII) (evidence of an underlying Bilateral Asbestos-Related Nonmalignant Disease plus Significant Occupational Exposure), and who is also a Non-Smoker, may wish to have his or her claim individually evaluated by the PI Trust. In such a case, absent circumstances that would otherwise reduce the value of the claim, it is anticipated that the liquidated value of the claim might well exceed the Scheduled Values for Lung Cancer (Level VII) claims against OC and Fibreboard, respectively, shown above. “Non-Smoker” means a claimant who either (a) never smoked or (b) has not smoked during any portion of the twelve (12) years immediately prior to the diagnosis of the lung cancer.

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		(2) six months OC or Fibreboard Exposure prior to December 31, 1982, (3) Significant Occupational Exposure to asbestos, and (4) supporting medical documentation establishing asbestos exposure as a contributing factor in causing the pulmonary disease in question.
Asbestosis/ Pleural Disease (Level II)	$8,000/$4,500	(1) Diagnosis of a Bilateral Asbestos-Related Nonmalignant Disease, and (2) six months OC or Fibreboard Exposure prior to December 31, 1982, and (3) five years cumulative occupational exposure to asbestos.
Other Asbestos Disease (Level I - Cash Discount Payment)	$400/$240	(1) Diagnosis of a Bilateral Asbestos- Related Nonmalignant Disease or an asbestos-related malignancy other than mesothelioma, and (2) OC or Fibreboard Exposure prior to December 31, 1982.

5.3(b) Individual Review Process

5.3(b)(1) In General. Subject to the provisions set forth below, an OC or Fibreboard Claimant may elect to have his or her PI Trust Claim reviewed for purposes of determining whether the claim would be compensable in the tort system even though it does not meet the presumptive Medical/Exposure Criteria for any of the Disease Levels set forth in Section 5.3(a)(3) above. In addition or alternatively, an OC or Fibreboard claimant may elect to have a claim undergo the Individual Review Process for purposes of determining whether the liquidated value of the claim exceeds the Scheduled Value for the relevant Disease Level also set forth in said provision. However, until such time as the PI Trust has made an offer on a claim pursuant to Individual Review, the claimant may change his or her Individual Review election and have the claim liquidated pursuant to the PI Trust’s Expedited Review Process. In the event of such a change in the processing election, the claimant shall nevertheless retain his or her place in the FIFO Processing Queue.

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The liquidated value of all Foreign Claims shall be established pursuant to the PI Trust’s Individual Review Process. PI Trust Claims of individuals exposed in Canada who were resident in Canada when such claims were filed (“Canadian Claims”) shall not be considered Foreign Claims hereunder and shall be eligible for liquidation under the Expedited Review Process. Accordingly, a “Foreign Claim” is a PI Trust Claim with respect to which the claimant’s exposure to an asbestos-containing product for which OC and or Fibreboard has legal responsibility occurred outside of the United States and its Territories and Possessions and outside of the Provinces and Territories of Canada.

In reviewing Foreign Claims, the PI Trust shall take into account all relevant procedural and substantive legal rules to which the claims would be subject in the Claimant’s Jurisdiction as defined in Section 5.3(b)(2) below. The PI Trust shall determine the liquidated value of Foreign Claims based on historical settlements and verdicts in the Claimant’s Jurisdiction as well as the other valuation factors set forth in Section 5.3(b)(2) below.

For purposes of the Individual Review process, the Trustees, with the consent of the TAC and the Future Claimants’ Representative, may develop separate Medical/Exposure Criteria and standards, as well as separate requirements for physician and other professional qualifications, which shall be applicable to Foreign Claims; provided, however, that such criteria, standards or requirements shall not effectuate substantive changes to the claims eligibility requirements under this TDP, but rather shall be made only for the purpose of adapting those requirements to the particular licensing provisions and/or medical customs or practices of the foreign country in question.

At such time as the PI Trust has sufficient historical settlement, verdict and other valuation data for claims from a particular foreign jurisdiction, the Trustees, with the consent of the TAC and the Future Claimants’ Representative, may also establish a separate valuation matrix for such Foreign Claims based on that data.

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5.3(b)(1)(A) Review of Medical/Exposure Criteria. The PI Trust’s Individual Review Process provides an OC or Fibreboard claimant with an opportunity for individual consideration and evaluation of a PI Trust Claim that fails to meet the presumptive Medical/Exposure Criteria for Disease Levels I – V, VII or VIII. In such a case, the PI Trust shall either deny the claim, or, if the PI Trust is satisfied that the claimant has presented a claim that would be cognizable and valid in the tort system, the PI Trust can offer the claimant a liquidated value amount up to the Scheduled Value for that Disease Level, unless the claim qualifies as an Extraordinary Claim as defined in Section 5.4(a) below, in which case its liquidated value cannot exceed the Maximum Value for such a claim.

5.3(b)(1)(B) Review of Liquidated Value. Claimants holding claims involving Disease Levels II – VIII shall also be eligible to seek Individual Review of the liquidated value of their OC and Fibreboard Claims, as well as of their medical/exposure evidence. The Individual Review Process is intended to result in payments from the OC and/or Fibreboard Sub-Accounts equal to the full liquidated value for each claim multiplied by the Payment Percentage; however, the liquidated value of any OC or Fibreboard Claim that undergoes Individual Review may be determined to be less than the Scheduled Value the claimant would have received under Expedited Review. Moreover, the liquidated value for a claim involving Disease Levels II – VIII shall not exceed the Maximum Value for the relevant Disease Level set forth in Section 5.3(b)(4) below, unless the claim meets the requirements of an Extraordinary Claim described in Section 5.4(a) below, in which case its liquidated value cannot exceed the Maximum Value set forth in that provision for such claims. Because the detailed examination and valuation process pursuant to Individual Review requires substantial time and effort, claimants electing to undergo the Individual Review Process may be paid the liquidated value of their PI Trust Claims later than would have been the case had the claimant elected the Expedited Review Process. Subject to the provisions of Section 5.8, the PI Trust shall devote reasonable resources to the review of all claims to ensure that there is a reasonable balance maintained in reviewing all classes of claims.

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5.3(b)(2) Valuation Factors to be Considered in Individual Review. The PI Trust shall liquidate the value of each OC and Fibreboard Claim that undergoes Individual Review based on the historic liquidated values of other similarly situated claims in the tort system for the same Disease Level. The PI Trust will thus take into consideration all of the factors that affect the severity of damages and values within the tort system including, but not limited to credible evidence of (i) the degree to which the characteristics of a claim differ from the presumptive Medical/Exposure Criteria for the Disease Level in question; (ii) factors such as the claimant’s age, disability, employment status, disruption of household, family or recreational activities, dependencies, special damages, and pain and suffering; (iii) whether the claimant’s damages were (or were not) caused by asbestos exposure to an asbestos-containing product prior to December 31, 1982 for which OC or Fibreboard has legal responsibility (for example, alternative causes, and the strength of documentation of injuries); (iv) the industry of exposure; (v) settlements and verdict histories in the Claimant’s Jurisdiction for similarly situated claims; and (vi) settlement and verdict histories for the claimant’s law firm for similarly situated claims.

For these purposes, the “Claimant’s Jurisdiction” is the jurisdiction in which the claim was filed (if at all) against OC or Fibreboard in the tort system prior to the Petition Date. If the claim was not filed against OC or Fibreboard in the tort system prior to the Petition Date, the claimant may elect as the Claimant’s Jurisdiction either (i) the jurisdiction in which the claimant resides at the time of diagnosis or when the claim is filed with the PI Trust; or (ii) a jurisdiction in which the claimant experienced exposure to an asbestos-containing product for which OC or Fibreboard has legal responsibility.

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With respect to the “Claimant’s Jurisdiction” in the event a personal representative or authorized agent makes a claim under this TDP for wrongful death with respect to which the governing law of the Claimant’s Jurisdiction could only be the Alabama Wrongful Death Statute, the Claimant’s Jurisdiction for such claim shall be the Commonwealth of Pennsylvania, and such claimant’s damages shall be determined pursuant to the statutory and common laws of the Commonwealth of Pennsylvania without regard to its choice of law principles. The choice of law provision in Section 7.4 below applicable to any claim with respect to which, but for this choice of law provision, the applicable law of the Claimant’s Jurisdiction pursuant to Section 5.3(b)(2) is determined to be the Alabama Wrongful Death Statute, shall only govern the rights between the PI Trust and the claimant, and, to the extent the PI Trust seeks recovery from any entity that provided insurance coverage to OC and or Fibreboard, the Alabama Wrongful Death Statute shall govern.

5.3(b)(3) Processing and Payment Limitations for Claims Involving Disease Levels III and II. The PI Trust shall administer Individual Review for Disease Levels III and II so that Individual Review does not reduce payments to claimants electing the Scheduled Value for such PI Trust Claims under Expedited Review. As one means of implementing this requirement, the following shall apply for Disease Levels III and II claims:

5.3(b)(3)(A) Disease Level III Claims. No more than 13% or 9% of Disease Level III claims paid in any year from either the OC or the Fibreboard Sub-Account, respectively, shall be PI Trust Claims allowed under Individual Review, and the total payments to such Disease Level III claims allowed under Individual Review shall be no more than 17% or 13% of payments to all Disease Level III claimants from either the OC or Fibreboard Sub-Account, respectively, during any year.

5.3(b)(3)(B) Disease Level II Claims. No more than 15% or 20% of Disease Level II claims paid in any year from either the OC or the Fibreboard Sub-Account, respectively, shall be PI Trust Claims allowed under Individual Review, and the total

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payments to such Disease Level II claims allowed under Individual Review shall be no more than 24% or 33% of payments to all Disease Level II claimants from either the OC or Fibreboard Sub-Account, respectively, during any year.

5.3(b)(4) Scheduled, Average and Maximum Values. The Scheduled, Average and Maximum Values for the Disease Levels compensable under this TDP from the OC and Fibreboard Sub-Accounts are the following:

OC SUB-ACCOUNT

Scheduled Disease	Scheduled Value		Average Value		Maximum Value
Mesothelioma (Level VIII)	$	215,000	$	270,000	$	650,000
Lung Cancer 1 (Level VII)	$	40,000	$	50,000	$	150,000
Lung Cancer 2 (Level VI)		None	$	20,000	$	50,000
Other Cancer (Level V)	$	22,000	$	25,000	$	60,000
Severe Asbestosis (Level IV)	$	42,000	$	50,000	$	150,000
Asbestosis/Pleural Disease (Level III)	$	19,000	$	20,000	$	35,000
Asbestosis/Pleural Disease (Level II)	$	8,000	$	9,000	$	20,000
Other Asbestos Disease Cash Discount Payment (Level I)	$	400		None		None

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FIBREBOARD SUB-ACCOUNT

Scheduled Disease	Scheduled Value		Average Value		Maximum Value
Mesothelioma (Level VIII)	$	135,000	$	180,000	$	450,000
Lung Cancer1 (Level VII)	$	27,000	$	35,000	$	90,000
Lung Cancer 2 (Level VI)		None	$	12,000	$	30,000
Other Cancer (Level V)	$	12,000	$	15,000	$	36,000
Severe Asbestosis (Level IV)	$	29,000	$	30,000	$	90,000
Asbestosis/Pleural Disease (Level III)	$	11,500	$	12,000	$	21,000
Asbestosis/Pleural Disease (Level II)	$	4,500	$	5,400	$	12,000
Other Asbestos Disease Cash Discount Payment (Level I)	$	240		None		None

These OC and Fibreboard Scheduled Values, Average Values and Maximum Values shall apply to all PI Trust Voting Claims other than Pre-Petition Liquidated Claims filed with the PI Trust on or before the Initial Claims Filing Date as provided in Section 5.1 above. Thereafter, the PI Trust, with the consent of the TAC and the Future Claimants’ Representative pursuant to Sections 5.7(b) and 6.6(b) of the PI Trust Agreement, may change these valuation amounts for good cause and consistent with other restrictions on the amendment power.

5.4 Categorizing Claims as Extraordinary and/or Exigent Hardship

5.4(a) Extraordinary Claims. “Extraordinary Claim” means a PI Trust Claim that otherwise satisfies the Medical Criteria for Disease Levels II - VIII, and that is held by a claimant whose exposure to asbestos (i) occurred predominately as the result of working in a manufacturing facility of OC or Fibreboard during a period in which OC or Fibreboard was manufacturing asbestos-containing products at that facility, or (ii) was at least 75% the result of exposure to an asbestos-containing product for which OC or Fibreboard has legal

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responsibility, and in either case there is little likelihood of a substantial recovery elsewhere. All such Extraordinary Claims shall be presented for Individual Review and, if valid, shall be entitled to an award of up to a Maximum Value of five (5) times the Scheduled Value for claims qualifying for Disease Levels II – V, VII and VIII, and five (5) times the Average Value for claims in Disease Level VI, multiplied by the applicable Payment Percentage.

Any dispute as to Extraordinary Claim status shall be submitted to a special Extraordinary Claims Panel to be established by the PI Trust with the consent of the TAC and the Future Claimants’ Representative. All decisions of the Extraordinary Claims Panel shall be final and not subject to any further administrative or judicial review. An Extraordinary Claim, following its liquidation, shall be placed in the Trust’s FIFO Queue ahead of all other PI Trust Claims except Pre-Petition Liquidated Claims, Disease Level I (Other Asbestos Disease) Claims and Exigent Hardship Claims, which shall be paid first in that order in said Queue, based on its date of liquidation and shall be subject to the Maximum Available Payment and Claims Payment Ratio described above.

5.4(b) Exigent Hardship Claims. At any time the PI Trust may liquidate and pay PI Trust Claims that qualify as Exigent Hardship Claims as defined below. Such claims may be considered separately no matter what the order of processing otherwise would have been under this TDP. An Exigent Hardship Claim, following its liquidation, shall be placed first in the relevant Sub-Account’s FIFO Payment Queue ahead of all other liquidated claims except Pre-Petition Liquidated Claims and Disease Level I (Other Asbestos Disease) Claims, and shall be subject to the Maximum Available Payment and Claims Payment Ratio described above. A PI Trust Claim qualifies for payment as an Exigent Hardship Claim if the claim meets the Medical/Exposure Criteria for Severe Asbestosis (Disease Level IV) or an asbestos-related malignancy (Disease Levels V-VIII), and the PI Trust, in its sole discretion, determines (i) that the claimant needs financial assistance on an immediate basis based on the claimant’s expenses and all sources of available income, and (ii) that there is a causal connection between the claimant’s dire financial condition and the claimant’s asbestos-related disease.

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5.5 Secondary Exposure Claims. If a claimant alleges an asbestos-related disease resulting solely from exposure to an occupationally exposed person, such as a family member, the claimant is entitled to seek Individual Review of his or her OC and/or Fibreboard Claim pursuant to Section 5.3(b) above. In such a case, the claimant must establish that the occupationally exposed person would have met the exposure requirements under this TDP that would have been applicable had that person filed a direct claim against the PI Trust. In addition, the claimant with secondary exposure must establish that he or she is suffering from one of the eight Disease Levels described in Section 5.3(a)(3) above or an asbestos-related disease otherwise compensable under this TDP, that his or her own exposure to the occupationally exposed person occurred within the same time frame as the occupationally exposed person was exposed to asbestos products produced by OC or Fibreboard, and that such secondary exposure to OC or Fibreboard products was a cause of the claimed disease. The proof of claim form included in Attachment B hereto contains an additional section for Secondary Exposure Claims. All other liquidation and payment rights and limitations under this TDP shall be applicable to such claims.

5.6 Indirect PI Trust Claims. Indirect PI Trust Claims asserted against either the OC or Fibreboard Sub-Accounts based upon theories of contribution or indemnification under applicable law, shall be treated as presumptively valid and paid by the PI Trust subject to the applicable Payment Percentage if (a) such claim satisfied the requirements of the Bar Date for such claims established by the Bankruptcy Court, if applicable, and is not otherwise disallowed by Section 502(e) of the Code or subordinated under Section 509(c) of the Code, and (b) the holder of such claim (the “Indirect Claimant”) establishes to the satisfaction of the Trustees that (i) the Indirect Claimant has paid in full the liability and obligation of the Trust to the individual claimant to whom the PI Trust would otherwise have had a liability or obligation under these Procedures (the “Direct Claimant”), (ii) the Direct Claimant and the Indirect Claimant have forever and fully released the Trust from all liability to the Direct Claimant, and (iii) the claim is not otherwise barred by a statute of limitation or repose or by other

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applicable law. In no event shall any Indirect Claimant have any rights against the PI Trust superior to the rights of the related Direct Claimant against the PI Trust, including any rights with respect to the timing, amount or manner of payment. In addition, no Indirect Claim may be liquidated and paid in an amount that exceeds what the Indirect Claimant has actually paid the related Direct Claimant.

To establish a presumptively valid Indirect PI Trust Claim, the Indirect Claimant’s aggregate liability for the Direct Claimant’s claim must also have been fixed, liquidated and paid fully by the Indirect Claimant by settlement (with an appropriate full release in favor of the PI Trust) or a Final Order (as defined in the Plan) provided that such claim is valid under the applicable state law. In any case where the Indirect Claimant has paid the claim of a Direct Claimant against the PI Trust under applicable law by way of a settlement, the Indirect Claimant shall obtain for the benefit of the PI Trust a release in form and substance satisfactory to the Trustees.

If an Indirect Claimant cannot meet the presumptive requirements set forth above, including the requirement that the Indirect Claimant provide the PI Trust with a full release of the Direct Claimant’s claim, the Indirect Claimant may request that the PI Trust review the Indirect PI Trust Claim individually to determine whether the Indirect Claimant can establish under applicable state law that the Indirect Claimant has paid all or a portion of a liability or obligation that the PI Trust had to the Direct Claimant as of the effective date of this TDP. If the Indirect Claimant can show that it has paid all or a portion of such a liability or obligation, the PI Trust shall reimburse the Indirect Claimant the amount of the liability or obligation so paid, times the then applicable Payment Percentage. However, in no event shall such reimbursement to the Indirect Claimant be greater than the amount to which the Direct Claimant would have otherwise been entitled. Further, the liquidated value of any Indirect PI Trust Claim paid by the PI Trust to an Indirect Claimant shall be treated as an offset to or reduction of the full liquidated value of any PI Trust Claim that might be subsequently asserted by the Direct Claimant against the PI Trust.

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Any dispute between the PI Trust and an Indirect Claimant over whether the Indirect Claimant has a right to reimbursement for any amount paid to a Direct Claimant shall be subject to the ADR procedures provided in Section 5.10 below and set forth in Attachment A hereto. If such dispute is not resolved by said ADR procedures, the Indirect Claimant may litigate the dispute in the tort system pursuant to Sections 5.11 above and 7.6 below.

The Trustees may develop and approve a separate proof of claim form for Indirect PI Trust Claims. Indirect PI Trust Claims that have not been disallowed, discharged, or otherwise resolved by prior order of the Bankruptcy Court shall be processed in accordance with procedures to be developed and implemented by the Trustees consistent with the provisions of this Section 5.6, which procedures (a) shall determine the validity, allowability and enforceability of such claims; and (b) shall otherwise provide the same liquidation and payment procedures and rights to the holders of such claims as the PI Trust would have afforded the holders of the underlying valid PI Trust Claims. Nothing in this TDP is intended to preclude a trust to which asbestos-related liabilities are channeled from asserting an Indirect PI Trust Claim against the PI Trust subject to the requirements set forth herein.

5.7 Evidentiary Requirements

5.7(a) Medical Evidence.

5.7(a)(1) In General. All diagnoses of a Disease Level shall be accompanied by either (i) a statement by the physician providing the diagnosis that at least 10 years have elapsed between the date of first exposure to asbestos or asbestos-containing products and the diagnosis, or (ii) a history of the claimant’s exposure sufficient to establish a 10-year latency period. A finding by a physician after the Petition Date that a claimant’s disease is “consistent with” or “compatible with” asbestosis will not alone be treated by the PI Trust as a diagnosis.⁶

⁶ Alldiagnoses of Asbestosis/Pleural Disease (Disease Levels II and III) not based on pathology shall be presumed to be based on findings of bilateral asbestosis or pleural disease, and all diagnoses of Mesothelioma (Disease Level VIII) shall be presumed to be based on findings that the disease involves a malignancy. However, the PI Trust may refute such presumptions.

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5.7(a)(1)(A). Disease Levels I-IV. Except for claims filed against OC, Fibreboard or another asbestos defendant in the tort system prior to the Petition Date, all diagnoses of a non-malignant asbestos-related disease (Disease Levels I-IV) shall be based in the case of a claimant who was living at the time the claim was filed, upon a physical examination of the claimant by the physician providing the diagnosis of the asbestos-related disease. In addition, all living claimants must provide (i) for Disease Levels I-III, evidence of Bilateral Asbestos-Related Nonmalignant Disease (as defined in Footnote 3 above); (ii) for Disease Level IV, an ILO reading of 2/1 or greater or pathological evidence of asbestosis, and (iii) for Disease Levels III and IV, pulmonary function testing.⁷

In the case of a claimant who was deceased at the time the claim was filed, all diagnoses of a non-malignant asbestos-related disease (Disease Levels I-IV) shall be based upon either (i) a physical examination of the claimant by the physician providing the diagnosis of the asbestos-related disease; or (ii) pathological evidence of the non-malignant asbestos-related disease; or (iii) in the case of Disease Levels I-III, evidence of Bilateral Asbestos-Related Nonmalignant Disease (as defined in Footnote 3 above), and for Disease Level IV, either an ILO reading of 2/1 or greater or pathological evidence of asbestosis; or (iv) for either Disease Level III or IV, pulmonary function testing.

⁷ “Pulmonaryfunction testing” or “PFT” shall mean testing that is in material compliance with the quality criteria established by the American Thoracic Society (“ATS”) and is performed on equipment which is in material compliance with ATS standards for technical quality and calibration. PFT performed in a hospital accredited by the JCAHO, or performed, reviewed or supervised by a board certified pulmonologist or other Qualified Physician shall be presumed to comply with ATS standards, and the claimant may submit a summary report of the testing. If the PFT was not performed in a JCAHO accredited hospital, or performed, reviewed or supervised by a board certified pulmonologist or other Qualified Physician, the claimant must submit the full report of the testing (as opposed to a summary report); provided, however, that if the PFT was conducted prior to the Effective Date of the Plan and the full PFT report is not available, the claimant must submit a declaration signed by a Qualified Physician or other qualified party in the form provided by the PI Trust certifying that the PFT was conducted in material compliance with ATS standards.

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5.7(a)(1)(B). Disease Levels V – VIII. All diagnoses of an asbestos-related malignancy (Disease Levels V – VIII) shall be based upon either (i) a physical examination of the claimant by the physician providing the diagnosis of the asbestos-related disease, or (ii) on a diagnosis of such a malignant Disease Level by a board-certified pathologist.

5.7(a)(1)(C). Exception to the Exception for Certain Pre-Petition Claims. If the holder of a PI Trust Claim that was filed against OC, Fibreboard or another defendant in the tort system prior to the Petition Date has available a report of a diagnosing physician engaged by the holder or his or her law firm who conducted a physical examination of the holder as described in Section 5.7(a)(1)(A), or if the holder has filed such medical evidence and/or a diagnosis of the asbestos-related disease by a physician not engaged by the holder or his or her law firm who conducted a physical examination of the claimant with another asbestos-related personal injury settlement trust that requires such evidence, without regard to whether the diagnosing physician was engaged by the holder or his or her law firm, the holder shall provide such medical evidence to the PI Trust notwithstanding the exception in Sections 5.7(a)(1)(A).

5.7(a)(2) Credibility of Medical Evidence. Before making any payment to a claimant, the PI Trust must have reasonable confidence that the medical evidence provided in support of the claim is credible and consistent with recognized medical standards. The PI Trust may require the submission of X-rays, CT scans, detailed results of pulmonary function tests, laboratory tests, tissue samples, results of medical examination or reviews of other medical evidence, and may require that medical evidence submitted comply with recognized medical standards regarding equipment, testing methods and procedure to assure that such evidence is reliable. Medical evidence (i) that is of a kind shown to have been received in evidence by a state or federal judge at trial, (ii) that is consistent with evidence submitted to OC to settle for payment similar disease cases prior to OC ‘s bankruptcy, or (iii)

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that is a diagnosis by a physician shown to have previously qualified as a medical expert with respect to the asbestos-related disease in question before a state or federal judge, is presumptively reliable, although the PI Trust may seek to rebut the presumption.

In addition, claimants who otherwise meet the requirements of this TDP for payment of a PI Trust Claim shall be paid irrespective of the results in any litigation at any time between the claimant and any other defendant in the tort system. However, any relevant evidence submitted in a proceeding in the tort system involving another defendant, other than any findings of fact, a verdict, or a judgment, may be introduced by either the claimant or the PI Trust in any Individual Review proceeding conducted pursuant to 5.3(b) or any Extraordinary Claim proceeding conducted pursuant to 5.4(a).

5.7(b) Exposure Evidence

5.7(b)(1) In General. As set forth in Section 5.3(a)(3) above, to qualify for any Disease Level, the claimant must demonstrate a minimum exposure to an asbestos-containing product manufactured or distributed by OC or Fibreboard. Claims based on conspiracy theories that involve no exposure to an asbestos-containing product produced by OC or Fibreboard are not compensable under this TDP. To meet the presumptive exposure requirements of Expedited Review set forth in Section 5.3(a)(3) above, the claimant must show (i) for all Disease Levels, OC or Fibreboard Exposure as defined in Section 5.7(b)(3) below prior to December 31, 1982; (ii) for Asbestos/Pleural Disease Level II, six months OC or Fibreboard Exposure prior to December 31, 1982, plus five years cumulative occupational asbestos exposure; and (iii) for Asbestosis/Pleural Disease (Disease Level III), Severe Asbestosis (Disease Level IV), Other Cancer (Disease Level V) or Lung Cancer 1 (Disease Level VII), the claimant must show six months OC or Fibreboard Exposure prior to December 31, 1982, plus Significant Occupational Exposure to asbestos as defined below. If the claimant cannot meet the relevant presumptive exposure requirements for a Disease Level eligible for Expedited Review, the claimant may seek Individual Review pursuant to Section 5.3(b) above of his or her exposure to an asbestos-containing product for which by OC or Fibreboard has legal responsibility.

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5.7(b)(2) Significant Occupational Exposure. “Significant Occupational Exposure” means employment for a cumulative period of at least five years, with a minimum of two years prior to December 31, 1982 in an industry and an occupation in which the claimant (a) handled raw asbestos fibers on a regular basis; (b) fabricated asbestos-containing products so that the claimant in the fabrication process was exposed on a regular basis to raw asbestos fibers; (c) altered, repaired or otherwise worked with an asbestos-containing product such that the claimant was exposed on a regular basis to asbestos fibers; or (d) was employed in an industry and occupation such that the claimant worked on a regular basis in close proximity to workers engaged in the activities described in (a), (b) and/or (c).

5.7(b)(3) OC or Fibreboard Exposure. All PI Trust claimants must demonstrate meaningful and credible exposure, which occurred prior to December 31, 1982, to asbestos or asbestos-containing products supplied, specified, manufactured, installed, maintained , or repaired by either OC or Fibreboard, and/or any entity, including an OC or Fibreboard contracting unit, for which OC or Fibreboard has legal liability (“OC/Fibreboard Exposure”). That meaningful and credible exposure evidence may be established by an affidavit or sworn statement of the claimant, by an affidavit or sworn statement of a co-worker or the affidavit or sworn statement of a family member in the case of a deceased claimant (providing the PI Trust finds such evidence reasonably reliable), by invoices, employment, construction or similar records, or by other credible evidence. The specific exposure information required by the PI Trust to process a claim under either Expedited or Individual Review shall be set forth on the proof of claim form to be used by the PI Trust. The PI Trust can also require submission of other or additional evidence of exposure when it deems such to be necessary.

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5.8 Claims Audit Program. The PI Trust with the consent of the TAC and the Future Claimants’ Representative may develop methods for auditing the reliability of medical evidence, including additional reading of X-rays, CT scans and verification of pulmonary function tests, as well as the reliability of evidence of exposure to asbestos, including exposure to asbestos-containing products manufactured or distributed by OC or Fibreboard prior to December 31, 1982. In the event that the PI Trust reasonably determines that any individual or entity has engaged in a pattern or practice of providing unreliable medical evidence to the Trust, it may decline to accept additional evidence from such provider in the future.

Further, in the event that an audit reveals that fraudulent information has been provided to the PI Trust, the PI Trust may penalize any claimant or claimant’s attorney by disallowing the PI Trust Claim and/or by other means including, but not limited to, requiring the source of the fraudulent information to pay the costs associated with the audit and any future audit or audits, reordering the priority of payment of all affected claimants’ PI Trust Claims, raising the level of scrutiny of additional information submitted from the same source or sources, refusing to accept additional evidence from the same source or sources, seeking the prosecution of the claimant or claimant’s attorney for presenting a fraudulent claim in violation of 18 U.S.C. §152, and seeking sanctions from the Bankruptcy Court.

5.9 Second Disease (Malignancy) Claims. Notwithstanding the provision of Section 2.1 that provides that a claimant may not assert more than one PI Trust Claim hereunder, the holder of a PI Trust Claim involving a non-malignant asbestos-related disease (Disease Levels I through IV) may file a new PI Trust Claim against the PI Trust for a malignant disease (Disease Levels V – VIII) that is subsequently diagnosed. Any additional payments to which such claimant may be entitled with respect to such malignant asbestos-related disease shall not be reduced by the amount paid for the non-malignant asbestos-related disease, provided that the malignant disease had not been diagnosed at the time the claimant was paid with respect to his or her original claim involving the non-malignant disease.

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5.10 Arbitration.

5.10(a) Establishment of ADR Procedures. The PI Trust, with the consent of the TAC and the Future Claimants’ Representative, shall institute binding and non-binding arbitration procedures in accordance with the ADR Procedures included in Attachment A hereto for resolving disputes concerning whether a Pre-Petition settlement agreement with OC or Fibreboard is binding and judicially enforceable in the absence of a Final Order of the Bankruptcy Court determining the issue, whether the PI Trust’s outright rejection or denial of a claim was proper, or whether the claimant’s medical condition or exposure history meets the requirements of this TDP for purposes of categorizing a claim involving Disease Levels I – VIII. Binding and non-binding arbitration shall also be available for resolving disputes over the liquidated value of a claim involving Disease Levels II – VIII as well as disputes over OC’s or Fibreboard’s share of the unpaid portion of a Pre-Petition Liquidated Claim described in Section 5.2 above and disputes over the validity of an Indirect PI Trust Claim.

In all arbitrations, the arbitrator shall consider the same medical and exposure evidentiary requirements that are set forth in Section 5.7 above. In the case of an arbitration involving the liquidated value of a claim involving Disease Levels II – VIII, the arbitrator shall consider the same valuation factors that are set forth in Section 5.3(b)(2) above. With respect to all claims eligible for arbitration, the claimant, but not the PI Trust, may elect either non-binding or binding arbitration. The ADR Procedures set forth in Attachment A hereto may be modified by the PI Trust with the consent of the TAC and the Future Claimants’ Representative. Such amendments may include adoption of mediation procedures as well as establishment of an Extraordinary Claims Panel to review such claims pursuant to Section 5.4(a) above.

5.10(b) Claims Eligible for Arbitration. In order to be eligible for arbitration, the claimant must first complete the Individual Review Process set forth in Section 5.3(b) above, as well as either the Pro-Bono Evaluation or the Mediation processes set forth in the ADR Procedures included in Attachment A, with respect to the disputed issue. Individual Review will be treated as completed for these purposes when the claim has been individually reviewed by the PI Trust, the PI Trust has made an offer on the claim, the claimant has rejected

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the liquidated value resulting from the Individual Review, and the claimant has notified the PI Trust of the rejection in writing. Individual Review will also be treated as completed if the PI Trust has rejected the claim.

5.10(c) Limitations on and Payment of Arbitration Awards. In the case of a non-Extraordinary Claim involving Disease Levels II – VIII, the arbitrator shall not return an award in excess of the Maximum Value for the appropriate Disease Level as set forth in Section 5.3(b)(4) above, and for an Extraordinary Claim involving one of those Disease Levels, the arbitrator shall not return an award greater than the maximum extraordinary value for such a claim as set forth in Section 5.4(a) above. A claimant who submits to arbitration and who accepts the arbitral award will receive payments in the same manner as one who accepts the PI Trust’s original valuation of the claim.

5.11 Litigation. Claimants who elect non-binding arbitration and then reject their arbitral awards retain the right to institute a lawsuit in the tort system against the PI Trust pursuant to Section 7.6 below. However, a claimant shall be eligible for payment of a judgment for monetary damages obtained in the tort system from the PI Trust’s available cash only as provided in Section 7.7 below.

SECTION VI

Claims Materials

6.1 Claims Materials. The PI Trust shall prepare suitable and efficient claims materials (“Claims Materials”) for all PI Trust Claims, and shall provide such Claims Materials upon a written request for such materials to the PI Trust. The proof of claim form to be submitted to the PI Trust shall require the claimant to assert the highest Disease Level for which the claim qualifies at the time of filing, and shall include a certification by the claimant or his or her attorney sufficient to meet the requirements of Rule 11(b) of the Federal Rules of Civil Procedure. In developing its claim filing procedures, the PI Trust shall make every reasonable effort to provide claimants with the opportunity to utilize currently available

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technology at their discretion, including filing claims and supporting documentation over the internet and electronically by disk or CD-rom. The proof of claim forms to be used by the PI Trust shall be developed by the TAC and submitted to the PI Trust and the Future Claimants’ Representative for approval. The proof of claim forms may be changed by the PI Trust with the consent of the TAC and the Future Claimants’ Representative.

6.2 Content of Claims Materials. The Claims Materials shall include a copy of this TDP, such instructions as the Trustees shall approve, and a detailed proof of claim form. If feasible, the forms used by the PI Trust to obtain claims information shall be the same or substantially similar to those used by other asbestos claims resolution organizations. Instead of collecting some or all of the claims information from a claimant or the claimant’s attorney, the PI Trust may also obtain such information from electronic data bases maintained by any other asbestos claims resolution organization. However, the PI Trust shall inform the claimant that it plans to obtain information as available from such other organizations and may do so unless the claimant objects in writing or provides such information directly to the PI Trust. If requested by the claimant, the PI Trust shall accept information provided electronically. The claimant may, but will not be required to, provide the PI Trust with evidence of recovery from other asbestos defendants and claims resolution organizations.

6.3 Withdrawal or Deferral of Claims. A claimant can withdraw a PI Trust Claim at any time upon written notice to the PI Trust and file another claim subsequently without affecting the status of the claim for statute of limitations purposes, but any such claim filed after withdrawal shall be given a place in the FIFO Processing Queue based the date of such subsequent filing. A claimant can also request that the processing of his or her PI Trust Claim by the PI Trust be deferred for a period not to exceed three (3) years without affecting the status of the claim for statute of limitation purposes, in which case the claimant shall also retain his or her original place in the FIFO Processing Queue. During the period of such deferral, interest on such claimant’s PI Trust Claim as provided in Section 7.5 hereunder shall not accrue and payment thereof shall be deemed waived by the claimant. Except for PI Trust

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Claims held by representatives of deceased or incompetent claimants for which court or probate approval of the PI Trust’s offer is required, or a PI Trust Claim for which deferral status has been granted, a claim will be deemed to have been withdrawn if the claimant neither accepts, rejects, nor initiates arbitration within six months of the PI Trust’s written offer of payment or rejection of the claim. Upon written request and good cause, the PI Trust may extend either the deferral or withdrawal period for an additional six months.

6.4 Filing Requirements and Fees. The Trustees shall have the discretion to determine, with the consent of the TAC and the Futures Representative, (a) whether a claimant must have previously filed an asbestos-related personal injury claim in the tort system to be eligible to file the claim with the PI Trust and (b) whether a filing fee should be required for any PI Trust Claims.

6.5 Confidentiality of Claimants’ Submissions. All submissions to the PI Trust by a holder of a PI Trust Claim or a proof of claim form and materials related thereto shall be treated as made in the course of settlement discussions between the holder and the PI Trust and intended by the parties to be confidential and to be protected by all applicable state and federal privileges, including, but not limited to, those directly applicable to settlement discussions. The PI Trust will preserve the confidentiality of such claimant submissions, and shall disclose the contents thereof only, with the permission of the holder, to another trust established for the benefit of asbestos personal injury claimants pursuant to section 524(g) and/or section 105 of the Bankruptcy Code or other applicable law, to such other persons as authorized by the holder, or in response to a valid subpoena of such materials issued by the Bankruptcy Court. Furthermore, the PI Trust shall provide counsel for the holder a copy of any such subpoena immediately upon being served. The PI Trust shall on its own initiative or upon request of the claimant in question take all necessary and appropriate steps to preserve said privilege before the Bankruptcy Court and before those courts having appellate jurisdiction related thereto.

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SECTION VII

General Guidelines for Liquidating and Paying Claims

7.1 Showing Required. To establish a valid PI Trust Claim, a claimant must meet the requirements set forth in this TDP. The PI Trust may require the submission of X-rays, CT scans, laboratory tests, medical examinations or reviews, other medical evidence, or any other evidence to support or verify the PI Trust Claim, and may further require that medical evidence submitted comply with recognized medical standards regarding equipment, testing methods, and procedures to assure that such evidence is reliable.

7.2 Costs Considered. Notwithstanding any provisions of this TDP to the contrary, the Trustees shall always give appropriate consideration to the cost of investigating and uncovering invalid PI Trust Claims so that the payment of valid PI Trust Claims is not further impaired by such processes with respect to issues related to the validity of the medical evidence supporting a PI Trust Claim. The Trustees shall also have the latitude to make judgments regarding the amount of transaction costs to be expended by the PI Trust so that valid PI Trust Claims are not unduly further impaired by the costs of additional investigation. Nothing herein shall prevent the Trustees, in appropriate circumstances, from contesting the validity of any claim against the PI Trust whatever the costs, or declining to accept medical evidence from sources that the Trustees have determined to be unreliable pursuant to the Claims Audit Program described in Section 5.8 above.

7.3 Discretion to Vary the Order and Amounts of Payments in Event of Limited Liquidity. Consistent with the provisions hereof and subject to the FIFO Processing and Liquidation Queues, the Maximum Annual Payment, the Maximum Available Payment and the Claims Payment Ratio requirements set forth above, the Trustees shall proceed as quickly as possible to liquidate valid PI Trust Claims, and shall make payments to holders of such claims in accordance with this TDP from the OC and/or Fibreboard Sub-Accounts promptly as monies become available and as claims are liquidated, while maintaining sufficient assets within each Sub-Account to pay future valid claims in substantially the same manner.

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Because the PI Trust’s income over time remains uncertain, and decisions about payments must be based on estimates that cannot be done precisely, they may have to be revised in light of experiences over time, and there can be no guarantee of any specific level of payment for claims against either Sub-Account. However, the Trustees shall use their best efforts to treat similar claims in substantially the same manner, consistent with their duties as Trustees, the purposes of the PI Trust, the established allocation of monies to claims in Categories A and B, and the practical limitations imposed by the inability to predict the future with precision. In the event that either or both of the OC or the Fibreboard Sub-Accounts face temporary periods of limited liquidity, the Trustees may, with the consent of the TAC and the Future Claimants’ Representative, suspend the normal order of payment from such Sub- Account, may temporarily limit or suspend payments from such Sub-Account altogether, and may offer a Reduced Payment Option for the Sub-Account as described in Section 2.5 above.

7.4 Punitive Damages. Except as provided below for claims asserted under the Alabama Wrongful Death Statute, in determining the value of any liquidated or unliquidated PI Trust Claim, punitive or exemplary damages, i.e., damages other than compensatory damages, shall not be considered or allowed, notwithstanding their availability in the tort system. Similarly, no punitive or exemplary damages shall be payable with respect to any claim litigated against the PI Trust in the tort system pursuant to Sections 5.11 above and 7.6 below. The only damages that may be awarded pursuant to this TDP to Alabama Claimants who are deceased and whose personal representatives pursue their claims only under the Alabama Wrongful Death Statute shall be compensatory damages determined pursuant to the statutory and common law of the Commonwealth of Pennsylvania, without regard to its choice of law principles. The choice of law provision in Section 7.4 herein applicable to any claim with respect to which, but for this choice of law provision, the applicable law of the Claimant’s

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Jurisdiction pursuant to Section 5.3(b)(2) is determined to be the Alabama Wrongful Death Statute, shall only govern the rights between the PI Trust and the claimant including, but not limited to, suits in the tort system pursuant to Section 7.6, and to the extent the PI Trust seeks recovery from any entity that provided insurance to OC or Fibreboard, the Alabama Wrongful Death Statute shall govern.

7.5 Interest.

7.5(a) In General. Except for PI Trust Claims involving Other Asbestos Disease (Disease Level I – Cash Discount Payment) and subject to the limitations set forth below, interest shall be paid on all PI Trust Claims with respect to which the claimant has had to wait a year or more for payment, provided, however, that no claimant shall receive interest for a period in excess of seven (7) years. The interest rate for each year shall be the coupon issue yield equivalent (as determined by the Secretary of the Treasury) of the average accepted auction price for the first auction of 5-year Treasury Notes occurring in such year.

7.5(b) Unliquidated PI Trust Claims. Interest shall be payable on the Scheduled Value of any unliquidated PI Trust Claim that meets the requirements of Disease Levels II – V, VII and VIII, whether the claim is liquidated under Expedited Review, Individual Review, or by arbitration. No interest shall be paid on any claim involving Disease Level I, or on any claim liquidated in the tort system pursuant to Section 5.11 above and Section 7.6 below. Interest on an unliquidated PI Trust Claim that meets the requirements of Disease Level VI shall be based on the Average Value of such a claim. Interest on all such unliquidated claims shall be measured from the date of payment back to the earliest of the date that is one year after the date on which (a) the claim was filed against OC or Fibreboard prior to the Petition Date; (b) the claim was filed against another defendant in the tort system on or after the Petition Date but before the Effective Date; or (c) the claim was filed with the PI Trust after the Effective Date.

7.5(c) Interest on Liquidated Pre-Petition Claims. Interest shall also be payable on the liquidated value of all Pre-Petition Liquidated Claims described in Section

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5.2(a) above. In the case of Pre-Petition Liquidated Claims liquidated by verdict or judgment, interest shall be measured from the date of payment back to the date that is one year after the date that the verdict or judgment was entered. In the case of Pre-Petition Liquidated Claims liquidated by a binding, judicially enforceable settlement, interest shall be measured from the date of payment back to the date that is one year after the Petition Date.

7.6 Suits in the Tort System. If the holder of a disputed claim disagrees with the PI Trust’s determination regarding the Disease Level of the claim, the claimant’s exposure history or the liquidated value of the claim, and if the holder has first submitted the claim to non-binding arbitration as provided in Section 5.10 above, the holder may file a lawsuit in the Claimant’s Jurisdiction as defined in Section 5.3(b)(2) above. Any such lawsuit must be filed by the claimant in her or her own right and name and not as a member or representative of a class, and no such lawsuit may be consolidated with any other lawsuit. All defenses (including, with respect to the PI Trust, all defenses which could have been asserted by OC or Fibreboard) shall be available to both sides at trial; however, the PI Trust may waive any defense and/or concede any issue of fact or law. If the claimant was alive at the time the initial pre-petition complaint was filed or on the date the proof of claim was filed with the PI Trust, the case will be treated as a personal injury case with all personal injury damages to be considered even if the claimant has died during the pendency of the claim.

7.7 Payment of Judgments for Money Damages. If and when an OC or Fibreboard claimant obtains a judgment in the tort system, the claim shall be placed in the relevant FIFO Payment Queue based on the date on which the judgment became final. Thereafter, the claimant shall receive from the OC or Fibreboard Sub-Account an initial payment (subject to the applicable Payment Percentage, the Maximum Available Payment, and the Claims Payment Ratio provisions set forth above) of an amount equal to one-hundred percent (100%) of the greater of (i) the PI Trust’s last offer to the claimant or (ii) the award that the claimant declined in non-binding arbitration. The claimant shall receive the balance of the judgment, if any, in five equal installments in years six (6) through ten (10) following the year

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of the initial payment (also subject to the applicable Payment Percentage, the Maximum Available Payment and the Claims Payment Ratio provisions set forth above in effect on the date of the payment of the subject installment).

In the case of non-Extraordinary claims involving Disease Levels II - VIII, the total amounts paid with respect to such claims shall not exceed the Maximum Values for such Disease Levels set forth in Section 5.3(b)(4). In the case of Extraordinary Claims, the total amounts paid with respect to such claims shall not exceed the Maximum Value for such claims set forth in Section 5.4(a) above. In the case of claims involving Disease Level I, the total amounts paid shall not exceed the Scheduled Value of such claims. Under no circumstances shall interest be paid pursuant to Section 7.5 or under any statute on any judgments obtained in the tort system pursuant to Sections 5.11 and 7.6 above.

7.8 Releases. The Trustees shall have the discretion to determine the form and substance of the releases to be provided to the PI Trust in order to maximize recovery for claimants against other tortfeasors without increasing the risk or amount of claims for indemnification or contribution from the PI Trust. As a condition to making any payment to a claimant, the PI Trust shall obtain a general, partial, or limited release as appropriate in accordance with the applicable state or other law. If allowed by state law, the endorsing of a check or draft for payment by or on behalf of a claimant may, in the discretion of the PI Trust, shall constitute such a release.

7.9 Third-Party Services. Nothing in this TDP shall preclude the PI Trust from contracting with another asbestos claims resolution organization to provide services to the PI Trust so long as decisions about the categorization and liquidated value of PI Trust Claims are based on the relevant provisions of this TDP, including the Disease Levels, Scheduled Values, Average Values, Maximum Values, and Medical/Exposure Criteria set forth above.

7.10 PI Trust Disclosure of Information. Periodically, but not less often than once a year, the PI Trust shall make available to claimants and other interested parties, the number of claims by Disease Levels that have been resolved both by the Individual Review Process and by arbitration as well as by litigation in the tort system, indicating the amounts of the awards and the averages of the awards by jurisdiction.

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SECTION VIII

Miscellaneous

8.1 Amendments. Except as otherwise provided herein, the Trustees may amend, modify, delete, or add to any provisions of this TDP (including, without limitation, amendments to conform this TDP to advances in scientific or medical knowledge or other changes in circumstances), provided they first obtain the consent of the TAC and the Future Claimants’ Representative pursuant to the Consent Process set forth in Sections 5.7(b) and 6.6(b) of the PI Trust Agreement, except that the right to amend the Claims Payment Ratio is governed by the restrictions in Section 2.5 above, and the right to adjust the Payment Percentage is governed by Section 4.2 above. Nothing herein is intended to preclude the TAC or the Future Claimants’ Representative from proposing to the Trustees, in writing, amendments to this TDP. Any amendment proposed by the TAC or the Future Claimants’ Representative shall remain subject to Section 7.3 of the PI Trust Agreement.

8.2 Severability. Should any provision contained in this TDP 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 TDP. Should any provision contained in this TDP be determined to be inconsistent with or contrary to OC’s or Fibreboard’s obligations to any insurance company providing insurance coverage to OC and/or Fibreboard in respect of claims for personal injury based on exposure to asbestos-containing products manufactured or produced by OC or Fibreboard, the PI Trust with the consent of the TAC and the Future Claimants’ Representative may amend this TDP and/or the PI Trust Agreement to make the provision of either or both documents consistent with the duties and obligations of OC or Fibreboard to said insurance company.

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8.3 Governing Law. Except for purposes of determining the liquidated value of any PI Trust Claim, administration of this TDP shall be governed by, and construed in accordance with, the laws of the State of Delaware. The law governing the liquidation of PI Trust Claims in the case of Individual Review, arbitration or litigation in the tort system shall be the law of the Claimant’s Jurisdiction as described in Section 5.3(b)(2) above.

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ATTACHMENT A

OWENS CORNING/FIBREBOARD

ASBESTOS PERSONAL INJURY TRUST

ALTERNATIVE DISPUTE RESOLUTION PROCEDURES

OWENS CORNING/FIBREBOARD ASBESTOS PERSONAL INJURY TRUST

ALTERNATIVE DISPUTE RESOLUTION PROCEDURES

Pursuant to Section 5.10 of the Owens Corning/Fibreboard Asbestos Personal Injury Trust Distribution Procedures (the “TDP”), the Owens Corning/Fibreboard Asbestos Personal Injury Trust (the “PI Trust”) hereby establishes the following alternative dispute resolution (“ADR”) procedures. All capitalized terms herein shall be as defined and/or referenced within the TDP.

I. OVERVIEW

The PI Trust shall appoint a Private Adjudication Center, at the cost of the PI Trust, to administer the ADR proceedings. To initiate these procedures, the claimant must make a written request to the PI Trust. Within twenty (20) days of a claimant’s request for ADR, the PI Trust will send the claimant an ADR packet containing the documents necessary to pursue the ADR process. The ADR procedures shall not be construed as imparting to any claimant any substantive or procedural rights beyond those conferred by the TDP.

The ADR process available to the claimant includes both non-binding and binding elements. In addition, there are mandatory as well as voluntary options that can/will be utilized by the claimant and the PI Trust in proceeding toward settlement. As a general matter, the ADR procedures must be pursued by claimants on an individual basis. As a general matter, claims of different claimants cannot be grouped together even if the claimants are represented by the same counsel, unless the PI Trust, in its sole discretion, decides it would be expeditious to conduct ADR proceedings with respect to more than one claim involving differently exposed claimants with those claimants’ representative. In such a case, however, the arbitrator, mediator or other neutral party must individually value each such claim using the valuation factors set forth in Section 5.3(b)(2) of the TDP, and the claimants’ positions in the PI Trust’s FIFO Processing and Payment Queues must be separately maintained. The requisite steps in the process are as follows, in order:

Mandatory ADR Proceedings (Two Stages)

Stage One (Claimant Must Select One):

1. Pro Bono Evaluation

2. Mediation

Stage Two: Arbitration (Binding or Non-Binding)

Initiation of ADR

Within twenty (20) days of a claimant’s request for ADR, the PI Trust will send the claimant an ADR packet containing a copy of these procedures and the following:

1. A Summary Outline of the ADR procedures with the time limits identified;

2. Form Affidavit of Completeness;

3. Election Form for Pro Bono Evaluation;

4. Request for Mediation Form;

5. Election Form and Agreement to submit to Binding Arbitration; and

6. Election Form and Agreement to submit to Non-binding Arbitration.

A claimant who wishes to proceed through the ADR process must engage in one of the two ADR options (pro bono evaluation or mediation) before any form of arbitration. Only after either party rejects a non-binding arbitration award, may a claimant proceed to then commence a lawsuit in the tort system. It is the claimant’s responsibility to comply with the ADR time deadlines. Although the deadlines may be extended by agreement or for cause shown, failure to comply with a deadline without obtaining an extension may result in withdrawal of the claim. Promptly after a claimant fails to comply with a specified deadline without obtaining an extension, the PI Trust shall send the claimant written notice of the failure to comply. If the claimant does not take any action on the claim, then thirty (30) days thereafter the claim will be deemed withdrawn under Section 6.3 of the TDP.

If the claimant requests arbitration, either binding or non-binding, then the PI Trust shall execute the appropriate election form and agreement. If the claimant requests binding arbitration, then the claimant and the PI Trust waive their respective rights to seek a jury trial as set forth in the TDP upon execution of the Agreement for Binding Arbitration.

If either party rejects a non-binding arbitration award, and the claimant has otherwise complied with the requirements of these ADR/Arbitration procedures and the Plan, then the claimant may commence a lawsuit against the PI Trust in the Claimant’s Jurisdiction as that term is defined in Section 5.3(b)(2) of the TDP.

II. ADR PROCEEDINGS SUMMARY

A. Showing Required

As set forth in the TDP, in order to establish a valid PI Trust Claim, a claimant must among other things make a demonstration of exposure to OC and/or Fibreboard asbestos-containing products.

B. Pro Bono Evaluation

This ADR alternative consists of an evaluation of the claim by an evaluator selected from a pro bono panel. The panel shall be comprised of asbestos litigation attorneys as mutually agreed upon between the PI Trust Advisory Committee (the “TAC”) and the PI Trustees. The TAC will be provided, on a quarterly basis, with a list of the pro bono panelists. Each evaluation will have a pro bono evaluator randomly selected by the Private Adjudication Center from the

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list of pro bono panelists. Within fifteen (15) days of the claimant’s request for the pro bono evaluation, the individual pro bono evaluator shall be randomly chosen from the approved panel.

A pro bono evaluation will be done by document submission. The identity of the pro bono evaluator will not be disclosed to the claimant and the claimant’s attorney. The PI Trust encourages identification of and not anonymity as to the alleged injured party so that medical records can be transmitted in their original form. The Private Adjudication Center will communicate to the parties the pro bono evaluator’s written evaluation. The parties will communicate their respective rejection or acceptance of settlement upon the terms of the written evaluation. If either or both parties reject settlement upon those terms, then the claimant may submit an Election Form and Agreement for Binding or Non-binding Arbitration.

C. Mediation

The claimant may request telephone mediation as an ADR alternative. This process will require detailed written submissions to familiarize the mediator with the respective positions. The PI Trust shall establish and maintain a list of qualified regional mediators compensated by the PI Trust. The Private Adjudication Center shall select a qualified mediator from the list based upon location of claimant within fifteen (15) days after receipt of the Request for Mediation Form signed by the claimant and the PI Trust.

Claims shall be handled by each mediator in the order received by him or her, to the extent practicable. Any party may be represented by legal counsel. The mediator shall review the claim and the positions of the parties, such information as the parties may wish to submit as to a fair and equitable settlement, and all documents and medical reports relevant to the claim as submitted by the parties. At least five (5) business days prior to the mediation conference, claimant and the PI Trust shall each submit to the mediator a detailed written submission consisting of a confidential statement outlining the claimant’s medical condition, exposure to OC and/or Fibreboard products and each party’s detailed position on overall claim value.

The mediator shall confer with the parties and/or their legal representatives, individually and jointly. Such conference shall be conducted by telephone unless both parties agree otherwise. A representative of the PI Trust with settlement authority must participate in the conference. The mediator may request, but not require, that the claimant personally participate in the conference. Such conference shall be in the nature of a settlement conference. The mediator shall work with both sides toward reaching an acceptable, reasonable settlement. The mediator does not have the authority to impose a settlement on the parties. Ten (10) days after the conclusion of the mediation, if the parties have not settled the matter, the claimant may submit to the PI Trust an Election Form and Agreement for Binding or Non-binding Arbitration.

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D. Binding and Non-binding Arbitration Procedures

Upon completion of either pro bono evaluation or mediation, the claimant may request non-binding and/or binding arbitration. Binding arbitration will be conducted in the “final offer” format also known as “baseball style” arbitration. If the claim is arbitrated in either the binding or non-binding format, then the arbitrator shall return an award no greater than the Maximum Value for the category in which the claim properly falls in the Tables set forth in the TDP, unless the Extraordinary Claims Panel has previously determined that the claim should receive extraordinary claim treatment. In that case, the arbitrator shall return an award no greater than the Maximum Value for such claim as set forth in Section 5.4(a) of the TDP.

If the claimant requests arbitration, either binding or non-binding, then the PI Trust shall execute the appropriate Election Form and Agreement. The PI Trust may not decline the claimant’s election of either binding or non-binding arbitration, but reserves all rights to reject any award in a non-binding arbitration proceeding. If the parties agree to engage in binding arbitration, then the claimant and the PI Trust waive their respective rights to seek a jury trial as set forth in the TDP.

III. RULES GOVERNING PRO BONO EVALUATION AND MEDIATION

Within ninety (90) days of a claimant’s receipt of the ADR packet from the PI Trust, the claimant must elect one of the two ADR procedures and return the appropriate form to the PI Trust along with an executed Affidavit of Completeness.

A. Rules Governing Pro Bono Evaluation

1. Election and Time Limits

a. If the claimant chooses pro bono evaluation, then within ninety (90) days of claimant’s receipt of the ADR packet, the claimant must send the PI Trust the Election Form for Pro Bono Evaluation. (See Attachment A). The claimant or his/her attorney shall personally sign the Election Form for Pro Bono Evaluation.

b. The claimant must also sign an Affidavit of Completeness (See Attachment B) and return it to the PI Trust with a copy to the Private Adjudication Center within ninety (90) days of receipt of the ADR packet. The claim will not proceed until the PI Trust has received a completed Election Form and Affidavit of Completeness from the claimant. The Affidavit of Completeness shall verify that

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all information to be considered in the ADR process has been provided to the PI Trust while the claim was under review by the PI Trust.

c. After receiving the signed Election Form and Affidavit of Completeness, the PI Trust shall review and sign the Election Form within five (5) business days of receipt.

d. Within fifteen (15) days from the date the PI Trust notifies the claimant’s counsel of the PI Trust’s consent to the Election Form, the PI Trust shall send a copy of the signed Election Form, the Affidavit of Completeness together with complete copies of all materials submitted to the PI Trust by the claimant and factual information in the PI Trust file, if any, gathered by the PI Trust from other sources, and a completed Affidavit of Accuracy to the claimant’s counsel and the Private Adjudication Center who will forward the materials to the selected pro bono evaluator at the time the evaluator is selected. The PI Trust may not send the Private Adjudication Center any materials in the PI Trust file that have not previously been provided to the claimant.

2. Selection of the Pro Bono Evaluator

Within fifteen (15) days of the date the Private Adjudication Center receives the claimant’s election agreement, the Private Adjudication Center shall randomly select the pro bono evaluator from the list of pro bono panelists and notify the parties that the evaluator has been designated without disclosing the identity of the evaluator. The pro bono evaluator shall be selected from a panel of asbestos litigation plaintiff attorneys who have volunteered to serve the PI Trust at the request of the TAC. Pro bono assignments will be made on a rotating basis.

The identity of the pro bono evaluator shall not be disclosed to the claimant and the claimant’s attorney. The injured party should not be anonymous so that medical records can be transmitted in their original form.

3. Submission of Written Arguments

Fifteen (15) days after the PI Trust sends the complete file materials to the Private Adjudication Center, the claimant and the PI Trust shall simultaneously exchange and submit written arguments to the Private Adjudication Center. The Private Adjudication Center will immediately forward the written arguments to the pro bono evaluator. The written arguments shall comply with the following rules:

a. The argument shall not exceed ten (10) double spaced typewritten pages. In order to preserve anonymity in a pro bono evaluation, the name of counsel should not be mentioned. The argument may not introduce factual matter not contained in the documents in the PI Trust’s file. The evaluator shall disregard any argument that does not comply with this rule.

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b. When a party fails to submit the written argument within the fifteen (15) days, the party waives written argument and the pro bono evaluator shall disregard any argument received after that time.

4. Evaluation of Documents

The pro bono evaluation is only a document review with complete anonymity preserved between claimant’s counsel and the pro bono evaluator. The documents that the pro bono evaluator may consider shall be limited to the following:

a. The documents in PI Trust’s file forwarded to the pro bono evaluator.

b. The claimant’s Affidavit of Completeness and the PI Trust’s Affidavit of Accuracy.

c. The written arguments of the claimant and the PI Trust that comply with the rules for written arguments set forth above.

d. Before the Private Adjudication Center forwards any documents to the pro bono evaluator it will redact all references to claimant’s counsel.

5. Written Evaluation and Procedure for Acceptance/Rejection

Within fifteen (15) days after the submission of written arguments, the pro bono evaluator shall submit a written evaluation of the claim to the Private Adjudication Center who will promptly mail it to the parties.

Within fifteen (15) days after receipt of the pro bono evaluator’s written evaluation, the claimant and the PI Trust will each communicate in writing to the Private Adjudication Center whether they will accept the amount of the pro bono evaluator’s written evaluation to settle the claim. If both parties accept, then the Private Adjudication Center will immediately inform both parties that they have achieved a settlement and the PI Trust shall pay the claim pursuant to the TDP. If either or both parties reject the pro bono evaluator’s written evaluation, then within five (5) business days

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of receipt of both parties’ written communication, the Private Adjudication Center shall send each party a notice of rejection of pro bono evaluator’s written evaluation that will not indicate whether the opposing party has accepted or rejected the pro bono evaluator’s written evaluation amount.

6. Arbitration May Proceed After Rejection of Pro Bono Evaluator’s Written Evaluation

Within sixty (60) days after receipt of the notice of rejection of pro bono evaluator’s written evaluation, the claimant may request arbitration by returning to the PI Trust a signed Election Form and Agreement for either Binding or Non-binding Arbitration.

B. Rules Governing Mediation

1. Election

If the claimant chooses mediation, then the claimant shall submit to the PI Trust a signed Request for Mediation Form (Attachment C) along with an executed Affidavit of Completeness within ninety (90) days of claimant’s receipt of the ADR packet. Within five (5) business days of the PI Trust’s receipt of the signed Request for Mediation Form, the PI Trust shall review and sign the form and forward a signed copy along with an executed Affidavit of Accuracy to the claimant and the Private Adjudication Center.

2. Selection of Mediator

Within fifteen (15) days of the signed Request for Mediation Form, the Private Adjudication Center shall retain a mediator from the approved list of mediators. The Private Adjudication Center shall select the mediator based upon the region in which the claimant is located. The mediator shall be compensated by the PI Trust. The Private Adjudication Center shall schedule a mediation conference within sixty (60) days after receipt of the signed Request for Mediation Form. The mediation will be conducted by telephone conference unless the parties agree otherwise. Scheduling of the conference shall be coordinated with the mediator and the conferences shall take place in the order received by the mediator, to the extent practicable.

3. Submission of Materials to Mediator

At least five (5) business days prior to the mediation conference, the claimant and the PI Trust shall each submit to the mediator a detailed written submission consisting of a confidential statement outlining the claimant’s medical condition, exposure to OC and/or Fibreboard products,

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and each party’s position on overall claim value. The parties may also submit to the mediator documents and medical reports that they believe are relevant to the claim. The mediator shall review the claim and the positions of the parties and the other information that the parties submit prior to the mediation conference. The mediation briefs shall comply with the following rules:

a. The confidential statement should not exceed ten (10) double spaced typewritten pages exclusive of attachments.

b. The submission may not introduce factual matter not contained in the documents in the PI Trust’s file as certified by the Affidavit of Completeness.

4. Mediation Conference

Any party may be represented by legal counsel at the mediation conference. The mediator shall confer with the parties’ legal representatives and, if the claimant is present and consents, with the claimant. A representative of the PI Trust with settlement authority must participate in the conference. The mediator may request, but not require, that the claimant personally participate in the conference.

5. Negotiations at the Mediation Conference

The mediator may facilitate settlement in any manner the mediator believes is appropriate. The mediator will help the parties focus on their underlying interests, explore resolution alternatives and develop settlement options. The mediator will decide when to hold joint conferences, and when to confer separately with each party.

The parties are expected to initiate and convey to the mediator proposals for settlement. Each party shall provide a rationale for any settlement terms proposed. Finally, if the parties fail to develop mutually acceptable settlement terms, before terminating the procedure, and only with the consent of the parties, (a) the mediator may submit to the parties a final settlement proposal; and (b) if the mediator believes he/she is qualified to do so, the mediator may give the parties an evaluation (which if all parties choose, and the mediator agrees, may be in writing) of the likely outcome of the case if it were tried to final judgment, subject to any limitations under the Plan, the TDP and ethical codes.

6. Confidentiality of Mediation

The entire mediation process is confidential. Unless agreed among all the parties or required to do so by law, the parties and the mediator shall not

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disclose to any person who is not associated with participants in the process, including any judicial officer, any information regarding the process (including pre-process exchanges and agreements), contents (including written and oral information), settlement terms or outcome of the proceeding.

Under this procedure, the entire process is a compromise negotiation subject to Federal Rule of Evidence 408 and all state counterparts, together with any applicable statute protecting the confidentiality of mediation. All offers, promises, conduct and statements, whether oral or written, made in the course of the proceeding by any of the parties, their agents, employees, experts and attorneys, and by the mediator are confidential.

Such offers, promises, conduct and statements are privileged under any applicable mediation privilege and are inadmissible and not discoverable for any purpose, including impeachment, in litigation between the parties. However, any written or oral information or other materials submitted to the mediator by either the PI Trust or the claimant may be submitted by either party to the arbitrator in an arbitration that takes place under these ADR procedures.

In addition, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable solely as a result of its presentation or use during the mediation. The exchange of any tangible material shall be without prejudice to any claim that such material is privileged or protected as work-product within the meaning of Federal Rule of Civil Procedure 26 and all state and local counterparts.

The mediator and any documents and information in the mediator’s possession will not be subpoenaed in any such investigation, action or proceeding, and all parties will oppose any effort to have the mediator or documents subpoenaed. The mediator will promptly advise the parties of any attempt to compel him/her to divulge information received in mediation.

7. Submission of Written Offers After Mediation

At the conclusion of the mediation, the mediator shall require the parties to exchange written settlement offers that shall remain open for ten (10) days. If after the expiration of that ten (10) day period neither party accepts the other’s written offer or the parties do not otherwise settle the matter, then the claimant may request binding or non-binding arbitration by sending to the PI Trust the appropriate signed Election Form and Agreement for either Binding or Non-binding Arbitration.

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IV. RULES GOVERNING NON-BINDING AND BINDING ARBITRATION

A. Election by the Claimant

The PI Trust shall review the Election Form and Agreement for Binding or Non-binding Arbitration (Attachments D and E) and within five (5) business days of receipt the PI Trust shall sign the Agreement and shall immediately send a fully signed Arbitration Agreement to the Private Adjudication Center.

B. Selection of the Arbitrator

1. As soon as reasonably possible after the receipt of the signed Arbitration Agreement, but no more than fifteen (15) days after the receipt of the signed Arbitration Agreement, the Private Adjudication Center shall select three potential arbitrators from a rotating list kept by the Private Adjudication Center. Assignments of arbitrators will be made on a rotating basis nationally, by the Private Adjudication Center. The Private Adjudication Center shall promptly notify the arbitrators and the parties of the potential arbitrators’ selection. If a potential arbitrator is unable or unwilling to serve, then a replacement selection will be made prior to notifying the PI Trust and the claimant of the potential arbitrators selected.

2. Within seven (7) days of receipt of the list of potential arbitrators, the PI Trust may select, and identify to the Private Adjudication Center, one potential arbitrator to be stricken from the list. The Private Adjudication Center shall then promptly notify the claimant of the PI Trust’s selection, whereupon, within seven (7) days of the receipt of such notification, the claimant may select, and identify to the Private Adjudication Center, a second potential arbitrator to be stricken from the list. The Private Adjudication Center shall then notify all parties which potential arbitrator remains and will conduct the arbitration. If either the PI Trust or the claimant, or both, fails to exercise the right to strike an arbitrator from the list of potential arbitrators, the Private Adjudication Center shall appoint from those potential arbitrators remaining the arbitrator next in rotation on the PI Trust’s rotating list.

3. Any appointed arbitrator shall disclose to the Private Adjudication Center any circumstances likely to affect impartiality, including any bias or any financial or personal interest in the result of the arbitration or any past or present relationship with the parties or representatives. Upon receipt of such information from the arbitrator or another source, the Private Adjudication Center shall communicate the information to the parties and, if the administrator deems necessary, to the arbitrator and others. Upon objection of a party to the continued service, the Private Adjudication Center shall determine whether the arbitrator should be disqualified and shall inform the parties of the decision, which shall be final.

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C. Extraordinary Claims and Those Reviewed by the Extraordinary Claims Panel

In the event that the Extraordinary Claims Panel has deemed the claim worthy of extraordinary treatment, the Private Adjudication Center shall forward to the arbitrator the written decision of the Extraordinary Claims Panel, and the parties may submit a final request that exceeds the values ascribed to the type of injury in the TDP. In such circumstances, the arbitrator may issue an award in accordance with such a final offer/request.

In the event that the Extraordinary Claims Panel declined to give extraordinary treatment to the claim, the arbitrator shall not be informed of the Extraordinary Claims Panel’s decision, and the claimant must confine his/her award to the values ascribed to the type of injury in the TDP because the arbitrator may not award an amount in excess of the Maximum Value assigned to the appropriate category for the injury in the TDP. The PI Trust will not engage in non-binding or binding arbitration, and reserves the unilateral right to withdraw from a signed non-binding or binding arbitration agreement at any time, where the claimant’s final offer and award demand exceeds the Maximum Value assigned to the type of injury in the TDP and the Extraordinary Claims Panel has declined to give extraordinary treatment to the claim.

D. Final Offer or “Baseball Style” Binding Arbitration

All binding arbitration shall be conducted in the “final offer” format also known as “baseball style” arbitration. In the course of submitting the arbitration materials, as explained in these rules, the parties shall submit their final offer of settlement which shall also serve as the party’s demand for arbitration award. The arbitrator must choose from one of these two demands in determining the amount of the arbitration award.

E. Submission of Pre-Hearing Statements

Within twenty (20) days of the appointment of an arbitrator each party shall submit to the opposing party and to the arbitrator a written statement (not to exceed ten (10) double spaced pages) containing that party’s positions and arguments. Each party may then submit a supplement to its written statement (not to exceed five (5) double spaced pages) following the initial pre-hearing conference to respond to the opposing party’s positions and arguments and addressing issues raised at the initial pre-hearing conference. Supplements must be sent to the opposing party and to the arbitrator within ten (10) days after the date of the pre-hearing conference.

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The Private Adjudication Center will provide the arbitrator with a complete schedule of categories of injuries and Scheduled, Average and Maximum Values therefor in the TDP.

F. Initial Pre-Hearing Conference, Scheduling Hearing Date, Optional Video Conference for Arbitration Hearing

1. Within fifteen (15) calendar days of the receipt of both party’s briefs, the Private Adjudication Center shall contact the claimant, the arbitrator, and the PI Trust to schedule the initial pre-hearing conference. The pre-hearing conference shall be presided over by the arbitrator and held by telephone conference call.

2. During the initial pre-hearing conference, the arbitrator shall schedule the date and select the location of the arbitration hearing either at the location of the arbitrator or a location mutually agreeable to the parties. The arbitration hearing should be scheduled not less than forty-five (45) days, and not more than sixty (60) days, from the date of the initial pre-hearing conference. The Private Adjudication Center will mail a confirmation notice of this date to the claimant and the PI Trust.

3. At the election of the claimant, the arbitration hearing may be conducted by video conference. If the claimant so elects, then the claimant must state that election in writing prior to the initial pre-hearing conference. The Private Adjudication Center will make appropriate arrangements for the PI Trust and the arbitrator to participate by video conference. The PI Trust shall pay for its and the arbitrator’s cost for use of video conference equipment and facilities. The claimant shall only be responsible for his/her costs (including participation by claimant’s counsel).

4. During the initial pre-trial conference, the arbitrator shall seek to achieve agreement between the parties on:

a. narrowing the issues (through methods including but not limited to stipulation of facts);

b. whether the claimant will appear at the hearing (at the claimant’s sole discretion);

c. any legal issues;

d. and any other matters that will expedite the arbitration proceedings.

If appropriate or if the parties do not agree on these issues, then the arbitrator must issue orders governing the process.

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G. No Discovery With Limited Exceptions

There shall be no discovery except as specifically provided below. The purpose of the arbitration is to resolve differences between the PI Trust and the claimant based only on the documents that have been previously submitted to the PI Trust by the claimant and any other documents relied upon by the PI Trust to make a settlement offer to the claimant or to disallow the claim. However, if the PI Trust commissions an independent medical examination or a third-party medical review upon which the PI Trust relies in evaluating the claimant’s claim, then the claimant may depose the medical professional conducting the review or examination after having a reasonable opportunity to study any report or written opinion generated by the medical professional.

H. No Record of Proceedings Unless Requested by Arbitrator

There will be no record or transcript of the proceedings unless the arbitrator requests a transcript to assist him/her in reviewing the evidence or otherwise to aid in the decision making process. In the event an arbitrator requests a transcript prior to the arbitration, then the PI Trust shall arrange for a court reporter and shall pay all expenses associated with the preparation of the transcript. In no event, however, will the transcript be made available to the parties, nor shall any time required for preparation of the transcript affect the time for the arbitrator to render a decision.

I. Postponement of Hearing

The arbitrator for good cause may postpone any hearing upon the request of a party or upon the arbitrator’s own initiative, and shall also grant such postponement when all of the parties agree.

J. Duration of Hearings

The arbitrator shall complete the hearing in one day except for good cause shown. The arbitrator shall set time limits on the respective presentations, and shall enforce those set limits. The parties shall request no more than three hours apiece for presentation of their cases.

K. Procedure at Arbitration Hearing

1. Testimony Under Oath or Affirmation

If the claimant or any other witness testifies, such testimony shall be under oath or affirmation administered by the arbitrator.

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2. Conduct of Hearing

At the opening of the arbitration hearing, the arbitrator shall make a written record of the time, place, and date of the hearing, and the presence of the parties and counsel.

3. Evidence

a. Rules of Evidence: The arbitrator is not required to apply the rules of evidence used in judicial proceedings, provided, however that the arbitrator shall apply the attorney-client privilege and the work product privilege. The arbitrator shall determine the applicability of any privilege or immunity and the admissibility, relevance, materiality and weight of the evidence offered.

b. Admission of Evidence: The evidence that the arbitrator may consider shall be limited to the following:

(i) The documents supplied to the PI Trust prior to the execution of the Affidavit of Completeness;

(ii) Non-binding or binding arbitration election agreement;

(iii) Testimony of the claimant. The claimant may offer evidence regarding the nature and extent of compensable damages, including physical injuries, and/or the market share of OC and/or Fibreboard products, if there is a claim of greater than average market share. The PI Trust may cross-examine on these issues. At the claimant’s option, a claimant’s deposition, including videotaped testimony, shall be admissible into evidence in lieu of live testimony.

(iv) Any additional deposition testimony taken by the PI Trust or the claimant, and provided to both sides, prior to the initiation of ADR.

(v) Any evidence submitted in mediation.

(vi) Closing arguments of the claimant and the PI Trust. The arguments shall be limited to the evidence contained and the issues raised in the documents or testimony referred to above and shall be limited to  ¹/2 hour for each party. The arbitrator shall disregard any effort to introduce further evidence or issues in argument.

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L. Arbitration in the Absence of a Party or Representative

The claimant may choose whether or not to attend the arbitration in person in his/her sole discretion. The arbitration may proceed in the absence of any party or representative who, after due notice, chooses not to be present, fails to be present or fails to obtain a postponement if he/she desires to be present but cannot. An award shall not be made against a party solely for the failure to appear. The arbitrator shall require the party who is present to submit such evidence as the arbitrator may require for the making of an award.

M. Conclusion of Hearing and Submission of Post-Hearing Briefs

When the parties state that they have no further evidence or witnesses to offer, and after the parties have made their closing arguments, if any, the arbitrator shall declare the hearing closed. Post-hearing briefs will be permitted only upon order of the arbitrator and shall be served upon the arbitrator no later than ten (10) days after the hearing is closed. Such briefs shall be no longer than five (5) double spaced pages. The time limit within which the arbitrator is required to make the award shall commence to run upon the closing of the hearing or the submission of post-hearing briefs, whichever is later.

N. Option to Waive Oral Hearings

The parties may request a waiver of oral hearings. Oral hearings will only be waived if all parties consent.

O. Arbitration Decision

1. The arbitrator shall issue a decision no later than fifteen (15) calendar days after the date of the close of the hearing or submission of post-hearing briefs, whichever is later.

2. The decision shall state only the amount of the award, if any. The decision shall not state reasons for the award. An arbitrator shall not be permitted to award punitive, exemplary, trebled or other like damages or attorneys’ fees, and prejudgment and post-judgment interest and costs shall not be sought or allowed. The award shall dispose of all monetary claims presented to the arbitrator and shall determine fully the only issue to be decided pursuant to the arbitration agreement: the amount, if any, at which the claim value should be fixed. To assist the arbitrator, the Private Adjudication Center will provide the arbitrator with a schedule setting forth the Disease Levels and the Scheduled, Average and Maximum Values associated with each category. Unless the Extraordinary Claims Panel has determined that a claim is entitled to extraordinary treatment during the claims review process, the arbitrator’s award shall not exceed the Maximum Value amount for the appropriate Category in the TDP.

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P. Payment of Award

Pursuant to the terms of the arbitration agreement, the PI Trust will promptly send to the claimant the appropriate release. The PI Trust will then pay the claim based upon the binding or, if accepted by both parties, the non-binding award, in accordance with the TDP in effect at that time.

Q. Rejection of Non-binding Award

1. A party in a non-binding arbitration proceeding that wishes to reject the award must notify the other party within thirty (30) days from the date a non-binding award is issued. If no rejection is received or sent by the PI Trust, then the decision will stand and the award will be deemed accepted by both parties and the PI Trust will promptly send to the claimant the appropriate release. The PI Trust will then pay the claim in accordance with the Claim Resolution Procedures in effect at that time.

2. Procedure for Rejected Award

a. Rejection by Claimant

If claimant has sent the PI Trust timely notification of rejection of a non-binding award and wishes to pursue the claim, then the claimant must notify the PI Trust through correspondence postmarked no later than sixty (60) days from the date of the non-binding award. If notification is received within the sixty (60) day deadline and claimant wishes to pursue the claim, then the PI Trust will within fifteen (15) days of receipt of this notification send the claimant an authorization to commence litigation.

b. Rejection by PI Trust

If the PI Trust rejects the non-binding award, then claimant may elect binding arbitration or request that the PI Trust forward the authorization to commence litigation.

V. GENERAL ADR PROCEDURES GOVERNING PRO BONO EVALUATION, MEDIATION, NON-BINDING ARBITRATION, AND BINDING ARBITRATION

A. ADR Submissions

The claimant’s submissions (with the exception of the binding arbitration’s written argument) will be reviewed by the ADR administrator before they are submitted to the pro bono evaluator, mediator or arbitrator. If they contain materials not previously submitted in support of the claim, then the PI Trust claims department will review the additional information and determine the effect, if any, it would have on the PI Trust’s evaluation of the claim. In appropriate situations, a new offer may be made to the claimant.

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If an attorney or other agent represents the claimant, both the attorney and the claimant must also sign the Election and Agreement for Binding Arbitration. The attorney or agent may not sign in place of, or for, the claimant unless the claimant is incapacitated, incompetent or deceased and the attorney or agent has been designated legally to act on the claimant’s behalf. Documentation of this legal designation will be required.

B. No Grouping or Bundling of Claims

As a general matter, there shall be no grouping or bundling of claims by separate claimants at any stage of the ADR or arbitrations even if the claims are related and/or the claimants have the same counsel. Each claimant must proceed individually through the ADR and arbitration processes with all claims that claimant may have or represent. This provision is intended to separate claims of different exposed persons and has no effect upon multiple claims brought by a claimant’s representative, such as heirs of a deceased worker. However, the PI Trust, in its sole discretion, may decide that it would be expeditious to allow the conduct of arbitration proceeding with respect to more than one claim of different exposed persons, provided that the arbitrator individually values each such claim in accordance with the valuation factors set forth in Section 5.3(b)(2) of the TDP, and the respective claimants’ separate positions in the PI Trust’s FIFO Processing and Payment Queues are maintained.

C. No Ex Parte Communication

There shall be no ex parte communication between the arbitrator or pro bono evaluator and any counsel or party in any matter. All correspondence between the arbitrator or pro bono evaluator and the parties will be facilitated by the Private Adjudication Center.

D. Claims and Defenses

All available claims and defenses which exist under the law subject to the claimant’s election under the TDP shall be available to both sides.

E. Costs of ADR

1. ADR expenses

The PI Trust will pay the arbitrator’s fee for non-binding or binding arbitration up to two thousand dollars ($2000.00) per claim depending on the length of the hearing. The pro bono evaluator is a volunteer and thus no fee will be incurred. The PI Trust will assume costs of meeting and hearing facilities for arbitration. Claimants will pay their costs and attorney fees, including any expenses incurred should the claimant testify.

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2. Filing Fee

No filing fee is required of the claimant for any ADR selection, unless the PI Trust with the consent of the TAC and the Future Claimants’ Representative decide that it would be in the best interests of the PI Trust and its beneficiaries to adopt such a fee.

F. Waiver of Objection to Rules Infraction

Either party who continues with the pro bono evaluation, mediation, non-binding arbitration, or binding arbitration proceeding after knowing that any provision or requirement of the applicable rules has not been complied with, and who fails to state a timely objection in writing to the arbitrator, mediator or pro bono evaluator, shall be deemed to have waived the right to object. A timely objection by a claimant must be stated in writing and mailed to the PI Trust with instructions to forward the objection to the Private Adjudication Center and to the arbitrator, mediator or pro bono evaluator. A timely objection by the PI Trust will be mailed to the claimant and to the Private Adjudication Center with instructions to forward to the arbitrator, mediator or pro bono evaluator.

G. Serving of Notices and Other Papers

Each party to the ADR and arbitration agreements shall be deemed to have consented that any papers, notices, or processes necessary or proper for the initiation or continuation of ADR and Arbitration proceedings under these rules may be served upon such party as follows:

1. By regular U.S. mail or overnight courier addressed to such party or their attorneys at their last known address;

2. By facsimile transmission or electronic mail, if a copy of the transmitted papers is mailed addressed to the party or their attorney at their last known address within twenty-four (24) hours of the facsimile transmission or electronic mail; or,

3. By personal service, within or without the state where the pro bono evaluation, mediation or arbitration is to be held, whether the party is within or without the United States of America.

H. Time Limits Triggered Upon Receipt

1. Documents sent by U.S. mail under these rules shall be deemed received three (3) business days after the date of postmark. Documents sent via overnight mail shall be deemed received on the next business day after mailing.

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2. Documents sent via facsimile transmission or electronic mail shall be deemed received on the business day that the transmission is sent.

I. Exclusion of Liability

Neither the Private Adjudication Center nor the mediator, nor the arbitrator nor pro bono evaluator shall be liable to any party for any act or omission in connection with any evaluation conducted under these rules.

J. Relationship of Rules to Election Form for Pro Bono Evaluation, Request for Mediation, Non-binding Arbitration Agreement or Binding Arbitration Agreement

These Rules shall be deemed a part of, and incorporated by reference in, every duly executed ADR agreement or arbitration agreement and shall be binding on all parties.

K. Arbitrator/Mediator/Pro Bono Evaluator Immunity

Arbitrators, mediators or pro bono evaluators who serve pursuant to these rules shall have the same immunity as judges for their official acts.

L. Jurisdiction

Any dispute under these rules shall be subject to the jurisdiction of the United States Bankruptcy Court for the District of Delaware.

M. Statement of Confidentiality

1. All ADR and arbitration proceedings and information relating to the proceeding will be confidential. Neither party shall disclose the information obtained during the proceedings, nor the valuation placed on the case by an arbitrator or pro bono evaluator, to anyone or use such information or valuation in any further proceeding except as necessary to maintain the PI Trust’s obligation to report to the Bankruptcy Court and to provide ongoing evaluation by the PI Trust and TAC. Except for documents prepared by a non-party which are introduced as evidence before an arbitrator or pro bono evaluator, any document prepared by another party, attorney or other participant in anticipation of the ADR is privileged and shall not be disclosed to any court or arbitrator/pro bono evaluator or construed for any purpose as an admission against interest.

2. All ADR and arbitration proceedings shall be deemed a settlement conference pursuant to Rule 408 of the Federal Rules of Evidence. Except by agreement of the parties, the parties will not introduce into evidence in any other proceedings the fact that there was an arbitration, the nature or

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amount of the award, and written submissions may not be used for purposes of showing accord and satisfaction or res judicata. In binding arbitration, the decision of the arbitrator may be admissible in the event the claimant improperly seeks to litigate the claim. The binding arbitration award shall be admissible in support of a motion to enjoin such litigation. No arbitrator or pro bono evaluator will ever be subpoenaed or otherwise required by any party or any third party, to testify or produce records, notes or work product in any future proceedings.

N. Amendments

Except as otherwise ruled by the Bankruptcy Court, these rules, as they may from time to time be amended by the PI Trustees with the consent of the TAC and the Future Claimants’ Representative, will be binding on all parties in the form in which they are in force on the date the claimant signs the election agreement.

O. Time Limits

The time limits included in these procedures are to be strictly enforced. Any time limit set forth herein may be extended by agreement of the parties or for cause shown to the neutral party presiding over the particular ADR or arbitration proceeding. Any request for extension, however, shall first be made to the opposing party and then if the parties cannot agree, shall be submitted to the Private Adjudication Center who will request a ruling from the pro bono evaluator, mediator, or arbitrator as the case may be.

Although the deadlines may be extended by agreement or for cause shown, failure to comply with a deadline without obtaining an extension may result in withdrawal of the claim. Promptly after a claimant fails to comply with a specified deadline without obtaining an extension, the PI Trust shall send the claimant written notice of the failure to comply. If the claimant does not take any action on the claim, then thirty (30) days thereafter the claim will be deemed withdrawn under Section 6.3 of the TDP.

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OC/FIBREBOARD PI TRUST

ELECTION FORM FOR PRO BONO EVALUATION

I,                                                                                            (“Claimant”), Claim No.                     , hereby elect and agree to:

Non-Binding document evaluation of my claim by an individual selected from a Panel of Pro Bono Evaluators who volunteered to serve at the request of the PI Trust Advisory Committee pursuant to Section 5.10 of the OC/Fibreboard TDP.

Unless the box below is initialed, the undersigned waives anonymity of the claimant in the Pro Bono Evaluation of this claim. The PI Trust encourages leaving this box blank and waiving anonymity so that medical records may be transmitted in their original form.

¨

Dated:                                              ,             .

Claimant or Claimant’s Attorney

Accepted and Consented to:

OC/FIBREBOARD PI TRUST

By:
	Title
Dated:

Attachment A

STATE OF	)
	) SS:
COUNTY OF	)

AFFIDAVIT OF COMPLETENESS

I,                                                                      , as the person [or legal representative of the person] who has filed a claim against the OC/Fibreboard PI Trust, being duly sworn, depose and say:

I have furnished all information which I wish to be considered in the valuation of claim number                                              .

I certify (or declare) under penalty of perjury, that the foregoing is true and correct.

By
	Claimant or Legal Representative of Claimant
	Date

Sworn to before me this              day of                                 ,             .

_______________________________________________

Attachment B

OC/FIBREBOARD PI TRUST

REQUEST FOR MEDIATION FORM

I,                                                               (“Claimant”), Claim No.                     , hereby elect and agree to:

Attempt in good faith to resolve the dispute with the PI Trust relating to my claim promptly by confidential Mediation under the terms set forth for Mediation procedure established by the PI Trust under Sections 5.10 of the OC/Fibreboard TDP. I have been provided with a copy of the rules relating to Mediation established by the PI Trust. I understand and agree to those rules in the course of the Mediation.

Dated:                             ,             .

Claimant or Claimant’s Attorney

Accepted and Consented to:

OC/FIBREBOARD PI TRUST

By:
	Title
Dated:

Attachment C

OC/FIBREBOARD PI TRUST

ELECTION FORM AND AGREEMENT FOR

BINDING ARBITRATION

I,                                                   (“Claimant”), Claim No.                         , hereby elect and agree to:

Submit all disputes with the PI Trust relating to my claim to Binding Arbitration under the terms set forth for Binding Arbitration procedure established by the PI Trust under Section 5.10 of the OC/Fibreboard TDP. I have been provided with a copy of the rules relating to Binding Arbitration established by the PI Trust. I understand and agree to those rules in the course of the Binding Arbitration. I understand that as a result of this agreement if accepted by the PI Trust, I will waive my rights to litigate my claim in Court including the right to trial by jury and I will be bound by the arbitration award.

Dated:                                     ,             .

Claimant

Claimant’s Attorney

Claimant and attorney must both sign

Accepted and Consented to:

By accepting this agreement the PI Trust waives its rights to litigate the claimant’s claim in Court including the right to trial by jury and agrees to be bound by the arbitration award.

OC/FIBREBOARD PI TRUST

By:
	Title
Dated:

Attachment D

OC/FIBREBOARD PI TRUST

ELECTION FORM AND AGREEMENT FOR

NON-BINDING ARBITRATION

I,                                                       (“Claimant”), Claim No.                     , hereby elect and agree to:

Submit all disputes with the PI Trust relating to my claim to Non-Binding Arbitration under the terms set forth for Non-Binding Arbitration procedure established by the PI Trust under Section 5.10 of the OC/Fibreboard TDP. I have been provided with a copy of the rules relating to Non-Binding Arbitration established by the PI Trust. I understand and agree to those rules in the course of the Non-Binding Arbitration.

Dated:                                         ,             .

Claimant or Claimant’s Attorney

Accepted and Consented to:

OC/FIBREBOARD PI TRUST

By:
	Title
Dated:

Attachment E

Exhibit E

[Intentionally Omitted]

Exhibit F

Management and Director Arrangements and Employee Arrangements

including Summary of Incentive Compensation Program

Management and Director Arrangements. The terms and conditions of the Management and Director Arrangements shall be more fully disclosed on this Exhibit F no later than July 10, 2006. Subject to the foregoing, as part of such Management and Director Arrangements, the Debtors currently contemplate that certain members of management and certain directors will be granted awards upon emergence or thereafter consisting of a combination of restricted shares of New OCD Common Stock and options to purchase shares of New OCD Common Stock pursuant to a management incentive plan and director equity program, respectively. The Debtors presently contemplate that the restricted stock and options to be awarded under the management incentive plan and director equity program shall represent no less than 2.87% of the number of shares/options of New OCD Common Stock to be issued on the Effective Date on a fully-diluted basis (excluding shares/options authorized and held for future issuance). The relative percentages of restricted stock and options to be awarded shall be determined by the compensation committee. The Debtors presently contemplate that additional restricted stock and options representing no less than 2.19% of the number of shares of New OCD Common Stock on a fully-diluted basis shall be reserved and authorized for future issuance as shall be determined by the compensation committee of the Board of Directors of Reorganized OCD. The Debtors also currently contemplate that they will continue in the ordinary course after the Effective Date as part of the Management and Director Arrangements the OCD Directors’ charitable award program in substantially the same manner as it has been operated from time to time prior to the Effective Date. The terms and conditions of the Management and Director Arrangements set forth on this Exhibit F shall be subject to further modifications, revisions and supplementation as may be satisfactory in form and substance to the Debtors (and the other Plan Proponents) up to ten (10) days prior to the Objection Deadline.

Employee Arrangements. The terms and conditions of the Employee Arrangements shall be more fully disclosed on this Exhibit F no later than July 10, 2006. A summary of the proposed Employee Arrangements is set forth in Section 5.17(d) of the Plan. The terms and conditions of the Employee Arrangements set forth therein shall be subject to further modifications, revisions, and supplementation therein or on this Exhibit F as may be satisfactory in form and substance to the Debtors (and the other Plan Proponents) up to ten (10) days prior to the Objection Deadline.

Exhibit G¹

Principal Terms and Conditions of the Senior Notes

The Plan does not provide for distribution of the Senior Notes to the Debtors’ creditors on account of their Claims against the Debtors. Instead, the Senior Notes (if any) likely will be issued in connection with the exit financing transaction and any related liquidity transactions on or prior to the Effective Date, and the cash generated by such issuance of Senior Notes (if any) will be used (in whole or in part) to make the cash distributions contemplated under the Plan.

¹ This Schedule remains subject to further revision and amendment by the Plan Proponents up to ten (10) Business Days prior to the Objection Deadline.

Exhibit H

Principal Terms and Conditions of the New OCD Common Stock

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Exhibit I

[Intentionally Omitted]

Exhibit J

Collar Agreements

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.

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

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

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
Option Entitlement:	One Share per Option

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

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.

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

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:

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.

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

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 Securities Consideration, as determined by the Calculation Agent, received by Counterparty in such Merger Event in

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

	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 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.

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

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 Regarding Hedging Activities:	Applicable
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

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 109^th 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 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.

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

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 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.

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

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

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

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

(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

(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 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.

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

(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 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.

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

(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:
Name:
Title:

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.

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 109^th 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 preemptive

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:
Name:
Title:

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

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.

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 Number and Telex and/or Facsimile Number and Contact Details for purpose of Giving Notice:	Deutsche Bank AG, London Branch c/o Deutsche Bank AG, New York Branch Attn: Vivian L. Jackson 60 Wall Street, Floor 14 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 Details for purpose of Giving Notice:	With respect to Owens Corning, Michael Thaman 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 109^th 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:
Name:
Title:

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.

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

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

(b) 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 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:
Name:
Title:

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
Jason Killerlane, Vice President

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 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 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 109^th 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:
	Authorized Signatory
Name:
Title:

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.

Exhibit K

[Intentionally Omitted]

Exhibit L

Form of Class A11 Warrants

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Exhibit M

Form of Class A12 Warrants

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Exhibit N

Form of Contingent Note and Trust Promissory Note

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

Exhibit O

Equity Commitment Agreement

EQUITY COMMITMENT AGREEMENT

May 10, 2006

J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

Subject to the approval of this Agreement by the Bankruptcy Court (as defined below), Owens Corning, a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable, the “Company”), proposes to offer and sell shares of its new common stock, par value $0.10 per share, to be issued pursuant to its Amended Plan (as defined below) (together with any associated share purchase rights other than the Rights (as defined below), “New Common Stock”), pursuant to a rights offering (the “Rights Offering”) whereby each holder of a Bondholder Claim, and each Holder of an Allowed Class A6-A Claim or an Allowed Class A6-B Claim (each an “Eligible Holder”), as of the date (the “Record Date”) fixed by the Bankruptcy Court for the solicitation of acceptances and rejections of the Amended Plan, shall be offered the right (each, a “Right”) to purchase up to its Pro Rata share of 72,900,000 shares (each a “Share”) of New Common Stock at a purchase price of $30.00 per Share (the “Purchase Price”). Each capitalized term used but not defined in this letter (the “Agreement”) shall have the meaning given to it in the Fifth Amended Joint Plan of Reorganization for Owens Corning and its Affiliated Debtors and Debtors-In-Possession filed on December 31, 2005 (as it may have been amended or supplemented, the “Existing Plan”).

In order to facilitate the Rights Offering, pursuant to this Agreement, and subject to the terms, conditions and limitations set forth herein, J.P. Morgan Securities Inc. (the “Investor”), agrees to purchase on the Closing Date (as defined in Section 2), and the Company agrees to sell, for the Purchase Price per share, a 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 purchased on or before the Expiration Time (as defined below) in the Rights Offering (such Shares in the aggregate, the “Unsubscribed Shares”).

The Company will conduct the Rights Offering pursuant to an amended plan of reorganization (the “Amended Plan”), which shall include only those revisions, modifications and amendments to the Existing Plan as necessary to incorporate the Company’s proposed restructuring transactions described in the term sheet attached hereto as Exhibit A (the “Settlement Term Sheet”) and such other revisions, modifications and amendments that the Company and the other proponents of the Amended Plan (“Amended Plan Proponents”) deem necessary or appropriate and that shall not (i) materially adversely affect the obligations or rights of the Investor hereunder, (ii) cause any representation or warranty contained herein to be incorrect or (iii) be inconsistent with the terms of the Settlement Term Sheet, and shall be approved by the court (together with the applicable District Court, to the extent District Court approval of the Amended Plan is sought or required, the “Bankruptcy Court”) administering the Company’s proceedings (the “Proceedings”) under the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”).

Simultaneously with the delivery of this Agreement, (i) the Company (subject, however, to Bankruptcy Court approval), the Asbestos Claimants Committee, the Future Claimants’ Representative and certain Bondholders have entered into the Lockup Agreement, attached hereto as Exhibit B (the “Lock-Up Agreement”) and (ii) the Investor and certain Persons (collectively, the “Ultimate Purchasers”) have entered into a syndication agreement (the “Syndication Agreement”), pursuant to which the Ultimate Purchasers have agreed to purchase certain Unsubscribed Shares from the Investor in the event the Investor purchases Unsubscribed Shares under this Agreement.

In consideration of the foregoing, and the representations, warranties and covenants set forth herein, and other good and valuable consideration, the Company and the Investor agree as follows:

1. The Rights Offering. The Rights Offering will be conducted as follows:

(a) Subject to the terms and conditions of this Agreement (including Bankruptcy Court approval), the Company hereby undertakes to offer Shares for subscription by holders of Rights as set forth in this Agreement.

(b) In connection with the Amended Plan the Company shall issue Rights to purchase 72,900,000 Shares in the aggregate. Each Eligible Holder as of the Record Date will receive a Right to purchase up to its Pro Rata share of 72,900,000 Shares. The ballot form(s) (the “Ballots”) distributed in connection with the solicitation of acceptance of the Amended Plan shall provide a place whereby each Eligible Holder may exercise its Right. The Rights may be exercised during a period (the “Rights Exercise Period”) specified in the Amended Plan, which period will commence on the date the Ballots are distributed and will end at the Expiration Time. For the purposes of this Agreement, the “Expiration Time” means 5:00 p.m. New York City time on the 20th calendar day (or if such day is not a Business Day, the next Business Day) after the date the Ballots are distributed under the Amended Plan, or such later date as the Company, subject to the approval of the Investor (which shall not be unreasonably withheld) and the reasonable consent of the other Amended Plan Proponents, may specify in a notice provided to the Investor before 9:00 a.m. New York City time on the Business Day before the then-effective Expiration Time. For the purposes of this Agreement, “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close. Subject to the approval of this Agreement by the Bankruptcy Court, the Amended Plan shall provide that in order to exercise a Right, each Eligible Holder shall, prior to the Expiration Time, (i) return a duly executed Ballot to the Subscription Agent (as defined below) and (ii) pay an amount equal to the full purchase price of the number of shares of New Common Stock elected to be purchased by such Eligible Holder by wire transfer of immediately available funds reasonably in advance of the date on which the hearing to confirm the Amended Plan is scheduled to commence (the “Confirmation Hearing”) to an escrow account established for the Rights Offering.

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(c) There will be no over-subscription rights provided in connection with the Rights Offering.

(d) The Company will issue the Shares to the Eligible Holders with respect to which Rights were validly exercised by such holder upon the effective date of the Amended Plan (the “Effective Date”). If the exercise of a Right would result in the issuance of a fractional share of New Common Stock, then the number of shares of New Common Stock to be issued in respect of such Right will be calculated to one decimal place and rounded down to the next lower whole share.

(e) The Amended Plan will provide that the Company or the Subscription Agent (as defined below) will give notice to each Eligible Holder with respect to which Rights were validly exercised by such holder, advising them of (i) the number of whole shares of New Common Stock that they are bound to purchase pursuant to the Rights Offering, and the aggregate purchase price thereof and (ii) the date or time after the notice by which a wire transfer of such purchase price must be received and (iii) wire transfer instructions for wiring such purchase price to the subscription agent for the Rights Offering (the “Subscription Agent”) or another person designated by the Company.

(f) The Company hereby agrees and undertakes to give the Investor by electronic facsimile transmission the certification by an executive officer of the Company conforming to the requirements specified herein for such certification of either (i) the number of Unsubscribed Shares and the aggregate Purchase Price therefor (a “Purchase Notice”) or (ii) in the absence of any Unsubscribed Shares, the fact that there are no Unsubscribed Shares and that the Backstop Commitment (as defined below) is terminated (a “Satisfaction Notice”) as soon as practicable after the Expiration Time and, in any event, reasonably in advance of the Closing Date (to be specified in the Agreement Order) (the date of transmission of confirmation of a Purchase Notice or a Satisfaction Notice, the “Determination Date”).

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2. The Backstop Commitment.

(a) On the basis of the representations and warranties contained herein, but subject to the conditions set forth in Section 7 (including without limitation the entry of the Agreement Order (as defined below) and the Agreement Order becoming a Final Agreement Order), the Investor agrees to subscribe for and purchase on the Closing Date, and the Company agrees to sell and issue, at the aggregate Purchase Price therefor, all Unsubscribed Shares as of the Expiration Time (the “Backstop Commitment”). For purposes of this Agreement, “Final Agreement Order” shall mean an order or judgment of the Bankruptcy Court, which has not been reversed, stayed, modified or amended, and as to which (a) the time to appeal, seek certiorari or request reargument or further review or rehearing has expired and no appeal, petition for certiorari or request for reargument or further review or rehearing has been timely filed, or (b) any appeal that has been or may be taken or any petition for certiorari or request for reargument or further review or rehearing that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed, from which certiorari was sought or to which the request was made and no further appeal or petition for certiorari has been or can be taken or granted.

(b) On the basis of the representations and warranties herein contained, but subject to the entry of the Agreement Order, the Company will pay to the Investor a backstop fee of $100,000,000 (the “Backstop Fee”) to compensate the Investor for the risk of its undertaking herein. The Backstop Fee will be paid in U.S. dollars on the first Business Day after the tenth day after the entry of the Agreement Order; it being understood that in the event the Agreement Order is appealed, and the highest court to which the Agreement Order was appealed issues an order vacating or reversing the Agreement Order and further orders disgorgement of all or a portion of the Backstop Fee, the Investor shall promptly return to the Company the portion of the Backstop Fee required to be so disgorged. Subject to the entry of the Agreement Order, the Extension Fee (as defined below), if any, will be paid by the Company as provided in Section 10(a)(ii); it being understood that in the event the Agreement Order is appealed, and the highest court to which the Agreement Order was appealed issues an order vacating or reversing the Agreement Order and further orders disgorgement of all or a portion of the Extension Fee, the Investor shall promptly return to the Company the portion of the Extension Fee required to be so disgorged. Payment of the Backstop Fee and the Extension Fee, if any, will be made by wire transfer of federal (same day) funds to the account specified by the Investor to the Company at least 24 hours in advance; provided, that if the Investor receives the Backstop Fee, the Investor shall waive any of its rights to receive indirect, consequential or punitive damages in connection with this Agreement and the transactions contemplated hereby. Except as set forth herein, the Backstop Fee and the Extension Fee, if any, will be nonrefundable when paid.

(c) Upon the entry of the Agreement Order, the Company will reimburse or pay, as the case may be, the out-of-pocket expenses reasonably incurred by the Investor with respect to the transactions contemplated hereby and all Bankruptcy Court and other judicial and regulatory proceedings related to such transactions (collectively, “Transaction Expenses”), including all reasonable fees and expenses of both Simpson Thacher & Bartlett LLP and Stroock & Stroock & Lavan LLP, counsel to the Investor, and reasonable fees and expenses of any other professionals to be retained by the Investor with the prior approval of the Company (which approval shall not be unreasonably withheld) in connection with the transactions contemplated by the Settlement

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Term Sheet, within 10 days of presentation of an invoice approved by the Investor, without Bankruptcy Court review or further Bankruptcy Court order, whether or not the transactions contemplated hereby are consummated; it being understood that in the event the Agreement Order is appealed, and the highest court to which the Agreement Order was appealed issues an order vacating or reversing the Agreement Order and further orders disgorgement of all or a portion of the Transaction Expenses, the Investor shall promptly return to the Company the portion of the Transaction Expenses required to be so disgorged. Subject to the entry of the Agreement Order, the filing fee, if any, required by the HSR Act (as defined below) shall be paid by the Company on behalf of the Investor when filings under the HSR Act are made, together with all expenses of the Investor incurred to comply therewith. These obligations are in addition to, and do not limit, the Company’s obligations under Section 8.

(d) As promptly as practicable, but in any event at least four (4) Business Days prior to the Closing Date, the Company will provide a Purchase Notice or a Satisfaction Notice to the Investor as provided above, setting forth a true and accurate determination of the aggregate number of Unsubscribed Shares, if any; provided, that on the Closing Date the Investor will purchase, and the Company will sell, only such number of Unsubscribed Shares as are listed in the Purchase Notice, without prejudice to the rights of the Investor to seek later an upward or downward adjustment if the number of Unsubscribed Shares in such Purchase Notice is inaccurate.

(e) Delivery of the Unsubscribed Shares will be made by the Company to the account of the Investor (or to such other accounts as the Investor may designate) at 9:00 a.m., New York City time, on the Effective Date (the “Closing Date”) against payment of the aggregate Purchase Price for the Shares by wire transfer of federal (same day) funds to the account specified by the Company to the Investor at least 24 hours in advance.

(f) All Unsubscribed Shares will be delivered with any and all issue, stamp, transfer or similar taxes or duties payable in connection with such delivery duly paid by the Company to the extent required under the Confirmation Order or applicable law.

(g) The documents to be delivered on the Closing Date by or on behalf of the parties hereto and the Unsubscribed Shares will be delivered at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Ave, New York, New York 10017 on the Closing Date.

(h) Notwithstanding anything to the contrary in this Agreement, the Investor, in its sole discretion, may designate that some or all of the Shares be issued in the name of, and delivered to, one or more of its Affiliates or to any other Person, including any Ultimate Purchaser.

3. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Investor as set forth below. Except for representations, warranties and agreements that are expressly limited as to their date, each representation, warranty and agreement is made as of the date hereof and as of the Closing Date:

(a) Incorporation and Qualification. The Company and each of its Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of

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their respective jurisdictions of incorporation, 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 corporation 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 3(g) below, to consummate the transactions contemplated by this Agreement or the Amended Plan (a “Material Adverse Effect”).

(b) Corporate Power and Authority.

(i) (A) 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 Confirmation Order (together, the “Court Orders”) and the expiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Rules 6004(h) and 3020(e) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) respectively, to perform its obligations hereunder and thereunder, including the issuance of the Rights and Shares. The Company has taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of this Agreement, including the issuance of the Rights and Shares, other than board of directors’ approval of, or other board action to be taken with respect to, the documents to implement the Rights Offering.

(B) When executed and delivered, the Company will have the requisite corporate power and authority to enter into, execute and deliver the Registration Rights Agreement (as defined in Section 5(n) hereof) and all necessary corporate action required for the due authorization, execution, delivery and, subject to entry of the Court Orders and the expiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rules 6004(h) and 3020(e), respectively, performance of the Registration Rights Agreement will have been taken by the Company.

(ii) Prior to the entry of the Agreement Order, the Company will have the requisite corporate power and authority to execute the Amended Plan and to file the Amended Plan with the Bankruptcy Court and, subject to entry of the Confirmation Order and the expiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rule 3020(e), to perform its obligations thereunder, and will have taken all necessary corporate actions required for the due authorization, execution, delivery and performance by it of the Amended Plan.

(c) Execution and Delivery; Enforceability.

(i) This Agreement has been and the Registration Rights Agreement will be 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 the 10-day period set forth in Bankruptcy Rule 6004(h), each such document will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

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(ii) The Amended Plan will be duly and validly filed with the Bankruptcy Court by the Company and, upon the entry of the Confirmation Order and the expiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rule 3020(e), will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

(d) Authorized Capital Stock. Upon the Effective Date, the authorized capital stock of the Company will conform to the authorized capital stock set forth in the Disclosure Statement and the issued and outstanding shares of capital stock of the Company will conform to the description set forth in the Settlement Term Sheet.

(e) Issuance. Subject to the approval of this Agreement by the Bankruptcy Court, the distribution of the Rights and issuance of the Shares, including the Shares to be issued and sold by the Company to the Investor hereunder, have been duly and validly authorized and, when the Shares are issued and delivered against payment therefor in the Rights Offering or to the Investor hereunder, will be 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 Court Orders and the expiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rules 6004(h) and 3020(e), as applicable, the distribution of the Rights, the sale, issuance and delivery of the Shares upon exercise of the Rights and the consummation of the Rights Offering by the Company and the execution and delivery (or, with respect to the Amended Plan, the filing) by the Company of this Agreement and the Amended Plan and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein (including compliance by the Investor with its obligations hereunder and thereunder) (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 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 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 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 (w) the registration under the Securities Act of 1933 and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”) of resales of the Shares following exercise of Rights, (x) the approval by the Bankruptcy Court of the Company’s authority to enter into and

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implement this Agreement, (y) filings with respect to and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Act (the “HSR Act”) relating to the placement of Shares with the Investor and (z) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase of the Shares by the Investor.

(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 distribution of the Rights, the sale, issuance and delivery of the Shares upon exercise of the Rights or to Investor hereunder and the consummation of the Rights Offering by the Company and the execution and delivery by the Company of this Agreement, the Registration Rights Agreement or the Amended Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (i) the entry of the Court Orders and the expiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rules 6004(h) and 3020(e), as applicable, (ii) the registration under the Securities Act of resales of the Unsubscribed Shares, (iii) filings with respect to and the expiration or termination of the waiting period under the HSR Act relating to the placement of Shares with the Investor, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Incorporation to be applicable to the Company from and after the Effective Date and (v) such consents, approvals, authorizations, registrations or qualifications (x) as may be required under NYSE or Nasdaq rules and regulations in order to consummate the transactions contemplated herein, (y) as may be required under state securities or Blue Sky laws in connection with the purchase of the Shares by the Investor 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 Investor 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 Investor is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. 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 Investor shall have no responsibility or liability to the Company with respect thereto. Any review by the Investor of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Investor and shall not be on behalf of the Company.

(i) Non-public information. As of the date hereof, all material non-public information relevant to the valuation of the Company which has been made available to the Investor has also been made available to the representatives of the Asbestos Claimants Committee.

(j) Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated Subsidiaries included or incorporated by reference in the

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Disclosure Statement, the Exchange Act Documents (as defined below), and to be included or incorporated by reference in the Registration Statement (as defined below) and the Prospectus, comply in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934 and the rules and regulation of the Commission thereunder (the “Exchange Act”) and the Bankruptcy Code, as applicable, 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 and the changes in their cash flows 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 (except as disclosed in the Exchange Act Documents), and the supporting schedules included or incorporated by reference in the Disclosure Statement and the Exchange Act Documents, and to be included or incorporated by reference in the Registration Statement and the Prospectus, present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Disclosure Statement and the Exchange Act Documents, and to be included or incorporated by reference in the Registration Statement and the Prospectus, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown thereby; and the pro forma financial information and the related notes thereto included or incorporated by reference in the Disclosure Statement and the Exchange Act Documents, and to be included in the Registration Statement and the Prospectus, has been prepared in accordance with 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 Disclosure Statement and the Exchange Act Documents and will be set forth in the Registration Statement and the Prospectus when they become effective. Notwithstanding the foregoing, the Investor acknowledges that the financial position of the Company reflected in the financial information included or incorporated by reference in the Disclosure Statement and the Exchange Act Documents, to be included or incorporated by reference in the Registration Statement and the Prospectus, does not reflect implementation of “fresh start” accounting pursuant to Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” by the American Institute of Certified Public Accountants.

(k) Disclosure Statement and Exchange Act Documents. The Disclosure Statement, when it was filed with the Bankruptcy Court, and the documents filed under the Exchange Act with the Commission prior to the date of this Agreement (the “Exchange Act Documents”), when they became effective or were filed with the Commission, as the case may be, conformed in all material respects, in the case of the Disclosure Statement, to the Bankruptcy Code, and in the case of the Exchange Act Documents, to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such Disclosure Statement or Exchange Act 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 Disclosure Statement or the Prospectus, as the case may be, when such documents become effective or are filed with the Bankruptcy Court or the Commission, as the case may be, will conform in all material respects to, in the case of the Disclosure Statement, the requirements of the Bankruptcy Code, and in the case of documents filed under the Exchange Act, the requirements of the Exchange Act, as applicable, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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(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 Investor furnished to the Company in writing by the Investor 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 Commission 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 430A Information, and the term “Prospectus” means the prospectus in the form first used to confirm sales of the Shares.

(m) Registration Statement and Prospectus. As of the effective date of the Registration Statement, the Registration Statement 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 not misleading; and as of the applicable filing date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, 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 Investor or the Ultimate Purchasers furnished to the Company in writing by the Investor or the Ultimate Purchasers expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

(n) No Material Adverse Change. As of the date hereof, since December 31, 2005, (i) there has not been any change in the capital stock or long-term debt of the Company or any of its 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 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 Subsidiaries has sustained any material loss or 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 each case (x) as otherwise disclosed in the Disclosure Statement or the Exchange Act Documents and (y) the transactions contemplated hereby or by the Settlement Term Sheet.

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(o) Descriptions of the Transaction Documents. Each of this Agreement, the Registration Rights Agreement, the Syndication Agreement, the Collars, the Amended Plan, the Agreement Order and the Confirmation Order (collectively, the “Transaction Documents”) will conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus.

(p) No Violation or Default. As of the date hereof, neither the Company nor any of its Significant Subsidiaries is in violation of its charter or by-laws or similar organizational documents. As of the date hereof, neither the Company nor any of its Subsidiaries is: (i) except as a result of the Proceedings, in default, and 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 term, covenant or condition contained in 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; 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 a Material Adverse Effect.

(q) Legal Proceedings. Except as described in the Disclosure Statement or the Exchange Act Documents, as of the date hereof, 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 best 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 that are not so described and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Act to be filed as exhibits to the Exchange Act Documents or described in the Exchange Act Documents that are not so filed or described.

(r) Independent Accountants. PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”), who have certified certain financial statements of the Company and its Subsidiaries are independent public accountants with respect to the Company and its Subsidiaries as required by the Securities Act.

(s) Title to Intellectual Property. As of the date hereof, the Company and its Subsidiaries own or possess 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 as of the date hereof,

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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 notice of any material claim of infringement or conflict with any such material rights of others.

(t) No Undisclosed Relationships. As of the date hereof, no relationship, direct or indirect, exists between or among the Company or any of its Subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its Subsidiaries, on the other, that is required by the Exchange Act to be described in the Exchange Act Documents and that are not described.

(u) Investment Company Act. As of the date hereof, the Company is not and, after giving effect to the offering and sale of the Shares 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 Commission thereunder.

(v) Licenses and Permits. As of the date hereof, the Company and its Subsidiaries possess all 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 Disclosure Statement and the Exchange Act Documents, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and as of the date hereof, except as described in the Disclosure Statement and the Exchange Act Documents and except as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has received 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. As of the date hereof, the Company and its 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, have a Material Adverse Effect.

(x) Compliance With ERISA. As of the date hereof, 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 Internal Revenue Code of

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1986, as amended (the “Code”), except where the failure to comply with such applicable statutes, orders, rules and regulations would not, individually or in the aggregate, have a Material Adverse Effect, 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; and for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has, as of the date hereof, been incurred, whether or not waived, and, as of the date hereof, the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions.

(y) Accounting Controls. As of the date hereof, 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. As of the date hereof, the Company and its Subsidiaries have insurance covering their respective properties, 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 and its Subsidiaries; and, as of the date hereof, neither the Company nor any of its Subsidiaries has (i) received 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 similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

(aa) No Unlawful Payments. As of the date hereof, neither the Company nor any of its Subsidiaries nor, to the best 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 Restrictions on Subsidiaries. Except as described in the Disclosure Statement or otherwise set forth in the record of the Proceedings, and subject to the Bankruptcy Code, no Subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the

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Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s properties or assets to the Company or any other Subsidiary of the Company.

(cc) No Broker’s Fees. Neither the Company nor any of its Subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of its Subsidiaries or the Investor for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Rights or the Shares.

(dd) No Registration Rights. Except as will be expressly provided in the Registration Rights Agreement or the Disclosure Statement, 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 Commission or the issuance and sale of the Rights and the Shares.

(ee) 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.

(ff) 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.

(gg) Margin Rules. Neither the issuance, sale and delivery of the Rights or the Shares nor the application of the proceeds thereof by the Company as to be described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(hh) 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 case of the Disclosure Statement and the Exchange Act Documents, has been made or reaffirmed, and in the case of the Registration Statement and the Prospectus, will be made or reaffirmed, without a reasonable basis or has been disclosed other than in good faith.

(ii) 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 to be included in the Disclosure Statement, Registration Statement and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

4. Representations and Warranties of the Investor. The Investor represents and warrants to, and agrees with, the Company as set forth below. Each representation, warranty and agreement is made as of the date hereof and as of the Closing Date:

(a) Incorporation. The Investor has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware.

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(b) Corporate Power and Authority. The Investor has the requisite corporate power and authority to enter into, execute and deliver this Agreement and to perform its obligations hereunder and thereunder and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of this Agreement and the Registration Rights Agreement.

(c) Execution and Delivery. This Agreement has been duly and validly executed and delivered by the Investor and constitutes its valid and binding obligation, enforceable against it in accordance with its terms.

(d) Securities Laws Compliance. The Unsubscribed Shares will not be offered for sale, sold or otherwise transferred by the Investor except pursuant to a registration statement or in a transaction exempt from or not subject to registration under the Securities Act and any applicable state securities laws.

(e) Sophistication. The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Shares being acquired hereunder. The Investor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. The Investor understands and is able to bear any economic risks associated with such investment (including, without limitation, the necessity of holding the Shares for an indefinite period of time).

(f) Information. The Investor acknowledges that it has been afforded the opportunity to ask questions and receive answers concerning the Company and to obtain additional information that it has requested to verify the accuracy of the information contained herein. Notwithstanding the foregoing, nothing contained herein will operate to modify or limit in any respect the representations and warranties of the Company or to relieve it from any obligations to the Investor for breach thereof or the making of misleading statements or the omission of material facts in connection with the transactions contemplated herein.

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5. Additional Covenants of the Company. The Company agrees with the Investor:

(a) Agreement Motion and Agreement Order. To file a motion and supporting papers (the “Agreement Motion”) (including an order in form and substance satisfactory to each of the Company and the Investor) seeking an order of the Bankruptcy Court (the “Agreement Order”) approving this Agreement and the exhibits attached hereto, the Syndication Agreement, the payment of the Backstop Fee, Extension Fee and Termination Fee provided for herein, and the release and exculpation of the Investor, its affiliates, representatives and advisors from any liability for participation in the transactions contemplated hereby, by the Registration Rights Agreement, the Amended Plan and the Syndication Agreement to the fullest extent permitted under applicable law. The Company agrees that it shall use its reasonable best efforts, subject to any applicable fiduciary duties, to (i) fully support the Agreement Motion, and any application seeking Bankruptcy Court approval and authorization to pay the fees and expenses hereunder including the Termination Fee, if any, as an administrative expense of the estate, including, but not limited to, filing supporting affidavits on behalf of the Company and/or its financial advisor and providing the testimony of the affiants if needed and (ii) obtain approval of the Agreement Order as soon as practicable following the filing of the motion therefor.

(b) Amended Plan and Amended Disclosure Statement. To file the Amended Plan (and a related disclosure statement (the “Amended Disclosure Statement”)) in a form that is reasonably satisfactory to the Company and the other Amended Plan Proponents, and that is consistent in all material respects with the Settlement Term Sheet, and to use its reasonable best efforts to obtain the entry of the Confirmation Order by the Bankruptcy Court. The Company will, subject to the reasonable consent of the other Amended Plan Proponents, authorize, execute, file with the Bankruptcy Court and seek confirmation of, an Amended Plan that (i) is consistent in all material respects with this Agreement, (ii) provides for the release and exculpation of the Investor, its affiliates, representatives and advisors to the fullest extent permitted under applicable law, and (iii) has conditions to confirmation and the effective date of the Amended Plan (and to what extent any such conditions can be waived and by whom) that are reasonably consistent with this Agreement. The Company will provide to the Investor and its counsel a copy of the Amended Plan and the Amended Disclosure Statement and a reasonable opportunity to review and comment on such documents prior to such documents being filed with the Bankruptcy Court. In addition, the Company will provide to the Investor and its counsel a copy of the Confirmation Order and a reasonable opportunity to review and comment on such order prior to such order being filed with the Bankruptcy Court.

(c) Rights Offering. To effectuate the Rights Offering as provided herein and to use reasonable best efforts to seek entry of an order of the Bankruptcy Court, prior to the commencement of the Rights Offering, authorizing the Company to conduct the Rights Offering pursuant to the securities exemption provisions set forth in section 1145(a) of the Bankruptcy Code.

(d) Listing. To use reasonable best efforts to list and maintain the listing of the New Common Stock (and any applicable associated share purchase rights) on the NYSE or the quotation of the New Common Stock (and any applicable associated share purchase rights) on the Nasdaq National Market.

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(e) Notification. To notify, or to cause the Subscription Agent to notify, on each Friday during the Rights Exercise Period and on each Business Day during the five Business Days prior to the Expiration Time (and any extensions thereto), or more frequently if reasonably requested by the Investor, the Investor of the aggregate number of Rights known by the Company or the Subscription Agent to have been exercised pursuant to the Rights Offering as of the close of business on the preceding Business Day or the most recent practicable time before such request, as the case may be.

(f) Unsubscribed Shares. To determine the number of Unsubscribed Shares, if any, in good faith, to provide a Purchase Notice or a Satisfaction Notice that accurately reflects the number of Unsubscribed Shares as so determined and to provide to the Investor a certification by the Subscription Agent of the Unsubscribed Shares or, if such certification is not available, such written backup to the determination of the Unsubscribed Shares as Investor may reasonably request.

(g) Stock Splits, Dividends, etc. In the event of any stock split, stock dividend, stock combination or similar transaction affecting the number of issued and outstanding shares of New Common Stock, the Purchase Price and the number of Unsubscribed Shares to be purchased hereunder will be proportionally adjusted to reflect the increase or decrease in the number of issued and outstanding shares of New Common Stock.

(h) HSR. To use its reasonable best efforts to promptly 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 purchase of Shares hereunder, and not to 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 by this Agreement.

(i) Effectiveness of the Registration Statement. To use its reasonable best efforts to prepare and file, in cooperation with the Investor, a shelf registration statement (the “Registration Statement”) covering resales of New Common Stock held by the Investor and the Ultimate Purchasers as soon as practicable after the date hereof and provide the Investor with a reasonable opportunity to review and propose changes to the Registration Statement before any filing with the Commission; to advise the Investor, promptly after it receives notice thereof, of the time when the Registration Statement has been filed or has become effective or any prospectus or prospectus supplement has been filed and to furnish the Investor with copies thereof; to advise the Investor promptly after it receives notice thereof of any comments or inquiries by the Commission (and to furnish the Investor with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or prospectus or for additional information. The foregoing provisions, as well as provisions applicable to customary demand and piggyback registration rights, shall be set forth in the Registration Rights Agreement.

(j) Clear Market. For a period of 180 days after the Closing Date (unless the Put Agreement (as defined in Section 5(n)) has been entered into, in which case, until the end of the

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exercise period under the Put Agreements (as defined below)) (the “Restricted Period”), the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for capital stock of the Company or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the capital stock of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of capital stock of the Company or such other securities, in cash or otherwise, without the prior written consent of the Investor, except for (i) Rights and New Common Stock issuable upon exercise of Rights, (ii) shares of New Common Stock issued upon the exercise of any stock options outstanding as of the Effective Date, (iii) the issuance of New Common Stock and other equity interests as set forth in the Settlement Term Sheet and pursuant to the Amended Plan and (iv) the issuance in the aggregate of up to 5% of the outstanding New Common Stock as of the Closing Date. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

(k) Use of Proceeds. The Company will apply the net proceeds from the sale of the Rights or the Shares as provided in the Settlement Term Sheet under the heading “Use of Proceeds”.

(l) No Stabilization. The Company will not take, 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.

(m) Reports. So long as the Investor holds Shares, the Company will furnish to the Investor, as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Rights or the Shares, as the case may be, and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic quotation system.

(n) Put Agreements; Call Agreements; and Registration Rights Agreements. The Company agrees that it shall file with the Bankruptcy Court no less than 5 Business Days prior to the hearing to approve the Amended Disclosure Statement forms of (i) definitive agreements, reasonably satisfactory to the Investor, relating to obligations of the Ultimate Purchasers to purchase 28.6 million shares of New Common Stock from the Asbestos PI Trust (the “Put Agreements”), and relating to obligations of the Asbestos PI Trust to sell 28.6 million shares of New Common Stock to the Ultimate Purchasers (the “Call Agreements” and together with the Put Agreement, the “Collars”), and (ii) a registration rights agreement (the “Registration Rights Agreement”) in form and substance reasonably satisfactory to the Company and the Investor and which shall include the terms set forth in Exhibit C hereto. The Company and the Investor shall use reasonable best efforts to negotiate and execute, and seek Bankruptcy Court approval of, the

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Registration Rights Agreement as promptly as practicable; provided that, the Company shall not be required to seek an approval outside of the Confirmation Hearing to approve the Registration Rights Agreement.

6. Additional Covenants of the Investor. The Investor agrees with the Company:

(a) Information. To provide the Company with such information as the Company reasonably requests regarding the Investor for inclusion in the Registration Statement and the Disclosure Statement.

(b) HSR Act. To use reasonable best efforts to promptly 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 purchase of Shares hereunder, and not to 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 by this Agreement.

(c) To use reasonable efforts to facilitate the entry of the Agreement Order.

(d) To not file any pleading or take any other action in the Bankruptcy Court with respect to this Agreement, the Amended Plan, the Amended Disclosure Statement or the Confirmation Order of the consummation of the transactions contemplated hereby or thereby that is inconsistent in any material respect with this Agreement or the Company’s efforts to obtain the entry of court orders consistent with this Agreement.

(e) Document Approval. To approve the documents listed in subparts (i) through (iii) of Section 7(b) within the time limits set forth therein so long as such documents satisfy the criteria set forth in subparts (i) through (iii) of such section.

7. Conditions to the Obligations of the Investor. The obligation of the Investor to purchase the Unsubscribed Shares pursuant to the Backstop Commitment on the Closing Date are subject to the following conditions:

(a) Agreement Order. The Agreement Order shall have been entered by the Bankruptcy Court in the form satisfactory to each of the Company and the Investor, and the Agreement Order shall have become a Final Agreement Order.

(b) Approval of Amended Plan. The Investor shall have approved in writing (i) prior to filing with the Bankruptcy Court, a draft of the Amended Plan that (A) is consistent in all material respects with this Agreement, (B) is consistent in all material respects with the Settlement Term Sheet, (C) provides for the release and exculpation of the Investor, its affiliates, representatives and advisors to the fullest extent permitted under applicable law, and (D) has conditions to confirmation and the effective date of the plan (and to what extent any such conditions can be waived and by whom) that are consistent with this Agreement in all material respects; (ii) prior to filing with the Bankruptcy Court, a draft of the Amended Disclosure Statement that is consistent in all material respects with the Amended Plan as it relates to this Agreement; (iii) prior to filing with the Bankruptcy Court, a draft of the Confirmation Order, that is consistent in all material respects with the provisions of the Amended Plan specified in

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7(b)(i)(A)-(D) above; and (iv) prior to filing with the Bankruptcy Court, drafts of any amendments or supplements to any of the foregoing, to the extent any such amendment or supplement effects a material change to the Amended Plan as it relates to this Agreement or any change to the total amount of or conditions to the payments made or to be made under this Agreement.

(c) Inconsistent Transaction. Subject to the approval of this Agreement by the Bankruptcy Court, the Company shall not have made a public announcement, entered into an agreement, or filed any pleading or document with the Bankruptcy Court, evidencing its intention to support, or otherwise supported, any transaction inconsistent with the Amended Plan approved by the Investor in accordance with Section 7(b) or this Agreement (a “Competing Transaction”).

(d) Confirmation Order. The Confirmation Order shall have been entered by the Bankruptcy Court and such order shall be non-appealable, shall not have been appealed within ten calendar days of entry or, if such order is appealed, shall not have been stayed pending appeal, and there shall not have been entered by any court of competent jurisdiction any reversal, modification or vacatur, in whole or in part, of the Confirmation Order.

(e) Amended Plan and Confirmation Order. The Amended Plan, as approved, and the Confirmation Order as entered, by the Bankruptcy Court, shall be in the form approved by Investor in accordance with Section 7(b), with such amendments, modifications or changes that (i) are consistent in all respects with this Agreement, (ii) are consistent in all material respects with the form of the Amended Plan and the Confirmation Order approved by the Investor pursuant to Section 7(b), (iii) provide for the release and exculpation of the Investor, its affiliates, representatives and advisors to the fullest extent permitted under applicable law and (iv) otherwise are consistent in all material respects with the Settlement Term Sheet.

(f) Conditions to Confirmation. The conditions to confirmation and the conditions to the effective date of the Amended Plan have been satisfied or waived by the Company and the other Amended Plan Proponents in accordance with the Amended Plan, and the Effective Date shall have occurred or will occur on the Closing Date.

(g) Registration Statement. The Registration Statement shall be effective not later than the Effective Date and no stop order shall have been entered by the Commission with respect thereto.

(h) Rights Offering. The Company shall have commenced the Rights Offering, the Rights Offering shall have been conducted in accordance with Section 1145 under the Bankruptcy Code and in all material respects in accordance with this Agreement and the Expiration Time shall have occurred.

(i) Purchase Notice. The Investor shall have received a Purchase Notice in accordance with Section 1(f) from the Company, dated as of the Determination Date, certifying as to the number of Unsubscribed Shares to be purchased pursuant to the Backstop Commitment.

(j) Valid Issuance. The New Common Stock shall be, upon payment of the aggregate Purchase Price as provided herein, 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.

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(k) No Restraint. No judgment, injunction, decree or other legal restraint shall prohibit the consummation of the Amended Plan, the Rights Offering or the transactions contemplated by this Agreement.

(l) Extension Fee. If required by Section 10(a)(ii), the Investor shall have received payment of the Extension Fee; the Extension Fee, if any, shall not have been required to be repaid, by the Bankruptcy Court or otherwise, to the Company.

(m) HSR Act. If any of the purchase of Shares by the Investor pursuant to this Agreement, the purchase of Shares from the Asbestos PI Trust (as defined in the Settlement Term Sheet) pursuant to the agreements referred to in Section 10(a)(vi) hereof or the purchases from the Investor under the Syndication Agreement is subject to the terms of the HSR Act, the applicable waiting period shall have expired or been terminated thereunder with respect to such purchase.

(n) Enforceability. This Agreement shall be valid and enforceable against the Company and the Company shall not be in breach of this Agreement.

(o) NYSE/Nasdaq. The New Common Stock issuable upon exercise of the Rights shall be approved for trading on the NYSE or Nasdaq, subject to official notice of issuance.

(p) Comfort Letters. On the date of this Agreement and on the Closing Date, PricewaterhouseCoopers shall have furnished to the Investor, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Investor, in form and substance reasonably satisfactory to the Investor, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement and the Prospectus; provided, that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to such Closing Date.

(q) Opinion of Counsel for the Company. Sidley Austin LLP, counsel for the Company, shall have furnished to the Investor, at the request of the Company, their written opinion and negative assurance statement relating to the Registration Statement and Prospectus¹, dated the Closing Date and addressed to the Investor, in form and substance reasonably satisfactory to the Investor.

(r) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued in each by any federal, state or foreign governmental or regulatory authority that, as of the Closing Date, prohibits the issuance or sale of the Rights or the Shares or the resale of the Shares pursuant to the Syndication Agreement; and no injunction or order of any federal, state or foreign court shall have been issued that, as of the Closing Date, prohibits the issuance or sale of the Rights or the Shares or the resale of the Shares pursuant to the Syndication Agreement.

¹ Containing a 10b-5 statement.

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(s) Good Standing. The Investor shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its Significant Subsidiaries (as such term is defined in Article 1, Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act) in their respective jurisdictions of organization, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

(t) Representations and Warranties and Covenants. The representations and warranties of the Company in paragraphs (a)-(h), (j)-(m), (o), (r) and (bb)-(ii) of Section 3 shall be true and correct on the date hereof and as if made on the Closing Date, the representations and warranties of the Company in paragraphs (i), (n), (p), (q) and (s)-(aa) of Section 3 shall be true and correct on the date hereof (and shall not be required to be true on any subsequent date) and the Company shall have complied in all material respects with all covenants to this Agreement and the Registration Rights Agreement.

(u) Officer’s Certificate. The Investor shall have received on and as of the Closing Date a certificate of the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who is satisfactory to the Investor (i) confirming that such officers have carefully reviewed the Registration Statement and the Prospectus and, to the best knowledge of such officers, the information set forth therein is true and correct, (ii) confirming that the Company has satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date and (iii) to the effect set forth in Sections 7(g) and 7(t) above.

(v) Bankruptcy Court Approval. The Collars and the Registration Rights Agreement shall have been approved by the Bankruptcy Court and shall have been executed by the parties thereto in substantially the same form as the forms thereof filed with the Bankruptcy Court.

8. Indemnification.

(a) Subject to the approval of this Agreement by the Bankruptcy Court, whether or not the Rights Offering is consummated or this Agreement or the Backstop Commitment is terminated, the Company (in such capacity, the “Indemnifying Party”) shall indemnify and hold harmless the Investor and Ultimate Purchasers, their respective affiliates and their respective officers, directors, employees, agents and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the Rights Offering, the Backstop Commitment, the Transaction Documents, the Registration Statement or the Prospectus or the transactions contemplated thereby, including without limitation, payment of the Extension Fee, the Backstop Fee, or Termination Fee (as defined below), if any, distribution of Rights, purchase and sale of Shares in the Rights Offering and purchase and sale of Shares pursuant to the Backstop Commitment, or any breach of the Company of this Agreement or the Registration Rights Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any reasonable legal or other reasonable out-of-pocket expenses as they are incurred in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing

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indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are finally judicially determined to have resulted from (i) bad faith, gross negligence or willful misconduct on the part of such Indemnified Person or (ii) statements or omissions in the Registration Statement or Prospectus or any amendment or supplement thereto made in reliance upon or in conformity with information relating to the Investor or the Ultimate Purchaser furnished to the Company in writing by or on behalf of the Investor or the Ultimate Purchaser expressly for use in the Registration Statement or Prospectus or any amendment or supplement thereto. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. It is hereby agreed that the relative benefits to the Indemnifying Party on the one hand and all Indemnified Persons on the other hand shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by the Company pursuant to the sale of Shares contemplated by this Agreement bears to (ii) the fee paid or proposed to be paid to the Investor in connection with such sale. The Indemnifying Party also agree that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Rights Offering, the Backstop Commitment, the Transaction Documents, the Registration Statement, the Prospectus or the transactions contemplated thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by the Company are finally judicially determined to have resulted from (i) bad faith, gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Registration Rights Agreement or (ii) statements or omissions in the Registration Statement or Prospectus or any amendment or supplement thereto made in reliance upon or in conformity with information relating to the Investor or the Ultimate Purchaser furnished to the Company in writing by or on behalf of the Investor or the Ultimate Purchaser expressly for use in the Registration Statement or Prospectus or any amendment or supplement thereto; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 8 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Person.

(b) Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, litigation, investigation or proceeding relating to the Transaction Documents, the Registration Statement, the Prospectus or any of the transactions contemplated thereby (“Proceedings”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party in respect thereof, notify the Indemnifying Party in writing of the commencement thereof; provided that (i) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have hereunder except to the extent it has been

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materially prejudiced by such failure and (ii) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have to an Indemnified Person otherwise than on account of this Section 8. In case any such Proceedings are brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person, provided that if the defendants in any such Proceedings include both such Indemnified Person and the Indemnifying Party and such Indemnified Person shall have concluded that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Proceedings on behalf of such Indemnified Person. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election so to assume the defense of such Proceedings and approval by such Indemnified Person of counsel, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel, approved by Investor, representing the Indemnified Persons who are parties to such Proceedings), (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement of the Proceedings or (iii) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person.

(c) The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a final judgment for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 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 Section 8, 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. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings and (b) 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.

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9. Survival of Representations and Warranties, Etc. Notwithstanding any investigation at any time made by or on behalf of any party hereto, all representations and warranties made in this Agreement will survive the execution and delivery of this Agreement and the Closing Date, except that the representations and warranties made in Sections 3(i), (n), (p) (q) and (s)-(aa) will only survive for a period of three (3) years after the Closing Date.

10. Termination.

(a) The Investor may terminate this Agreement:

(i) On or after June 30, 2006, if the Bankruptcy Court has not entered the Agreement Order;

(ii) On or after October 31, 2006; provided that if the Company notifies the Investor in writing by 3:00 p.m. New York City time on or before October 24, 2006 that it wishes to extend such date until December 15, 2006, then the Investor may not terminate pursuant to this paragraph (a)(ii) until December 15, 2006, provided that, as a condition to the effectiveness of such extension, the Company has paid to the Investor not later than 3:00 p.m. New York City time on October 31, 2006, a fee (the “Extension Fee”) in the amount of $30,000,000, which amount will be paid to the Investor by the Company by wire transfer of immediately available funds;

(iii) Upon the failure of the Company to pay the Extension Fee, if any, when due;

(iv) Upon the failure of any of the conditions set forth in Section 7 hereof to be satisfied, which failure cannot be cured by October 31, 2006 or, if the Extension Fee has been paid, December 15, 2006; or

(v) If the Company makes a public announcement, enters into an agreement, or files any pleading or document with the Bankruptcy Court, evidencing its intention to support, or otherwise supports, any Competing Transaction.

(b) Prior to the entry of the Agreement Order, the Company may provide written notice to the Investor of its determination not to proceed with the transactions contemplated hereby, whereupon this Agreement will terminate.

(c) If this Agreement is terminated pursuant to Section 10(b) and at the time of such termination the Investor is in compliance in all material respects with this Agreement, then, subject to the approval of the Bankruptcy Court, the Company shall pay the Investor $20,000,000 (the “Termination Fee”), and, in any case, the Company shall pay to the Investor any Transaction Expenses and any other amounts certified by the Investor to be due and payable hereunder that have not been paid theretofore. Payment of the amounts due under this Section 10(c), will be made by wire transfer of federal (same day) funds to the account specified by the receiving party at least 24 hours in advance to the other party hereto. The provision for the

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payment of the Termination Fee is an integral part of the transactions contemplated by this Agreement and without this provision the Investor would not have entered into this Agreement and shall, subject to the approval of the Bankruptcy Court, constitute an administrative expense of the Company under section 364(c)(1) of the Bankruptcy Code. Accordingly, if payment shall become due and payable pursuant to this Section, and suit is commenced which results in a final judgment against the Company no longer subject to appeal, the Company shall pay to the Investor its costs and expenses, including attorneys’ fees, in connection with collecting or enforcing its rights and remedies hereunder.

(d) In no event will the Termination Fee, if any, be refundable upon termination of this Agreement pursuant to this Section 10.

(e) Upon termination under this Section 10, the covenants and agreements made by the parties herein under Sections 8, 9 and 11 through 18 will survive indefinitely in accordance with their terms.

11. Notices. All notices and other communications in connection with this Agreement will be in writing and will be deemed given (and will be deemed to have been duly given upon receipt) if delivered personally, sent via electronic facsimile (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as will be specified by like notice):

(a) If to Investor, to:

J.P. Morgan Securities Inc.

270 Park Avenue, 17^th Floor

New York, New York 10017

Attention: Mr. Stanley Lim,

Operations Group

Fax: (212) 270-2157

with copies to:

Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, New York 10038

Attention: Lewis Kruger

                    Brett Lawrence

Fax: (212) 806-6006

and to:

Simpson Thacher & Bartlett LLP

425 Lexington Ave,

New York New York 10017

Attention: Michael D. Nathan

                    Mark Thompson

Fax: (212) 455-2502

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(b) If to the Company, to:

Owens Corning

One Owens Corning Parkway

Toledo, Ohio 43659

Attention: Michael Thaman

                    Stephen Krull

Fax:                                         

with a copy to:

Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

Attention: Larry A. Barden

                    James R. Looman

Fax: (312) 853-7036

12. Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement will be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other party. Notwithstanding the previous sentence, this Agreement, or the Investor’s obligations hereunder, may be assigned, delegated or transferred, in whole or in part, by the Investor to any Affiliate (as defined in Rule 12b-2 under the Exchange Act) of the Investor over which the Investor or any of its Affiliates exercises investment authority, including, without limitation, with respect to voting and dispositive rights; provided, that any such assignee assumes the obligations of the Investor hereunder and agrees in writing to be bound by the terms of this Agreement in the same manner as the Investor. Notwithstanding the foregoing or any other provisions herein, no such assignment will relieve the Investor of its obligations hereunder if such assignee fails to perform such obligations. Except as provided in Section 8 with respect to the Indemnified Parties, this Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any person other than the parties hereto any rights or remedies under this Agreement.

13. Prior Negotiations; Entire Agreement. This Agreement (including the agreements attached as exhibits to and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge that any confidentiality agreements heretofore executed among the parties will continue in full force and effect.

14. GOVERNING LAW; VENUE. THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF

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DELAWARE. THE INVESTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF, AND VENUE IN, THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.

15. Counterparts. This Agreement may be executed in any number of counterparts, all of which will be considered one and the same agreement and will 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.

16. 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 signed by the parties or, in the case of a waiver, by the party waiving compliance, and subject, to the extent required, to the approval of the Bankruptcy Court. No delay on the part of any party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any party of any right, power or privilege pursuant to this Agreement, nor will 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 cumulative and are not exclusive of any rights or remedies which any party otherwise may have at law or in equity.

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

18. 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.

19. Modifications Necessary to Reflect Corporate Restructuring. The Amended Plan currently contemplates that, on 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 plan to create the Holdco structure is pursued with the approval of the Bankruptcy Court, the parties hereto shall consider in good faith making appropriate modifications to this Agreement and the Registration Rights Agreement to accommodate the Holdco structure.

[Signature Page Follows]

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If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof will constitute a binding agreement between you and (subject to the approval of the Bankruptcy Court) the Company.

Very truly yours,
OWENS CORNING
By:	/s/ Stephen K. Krull
Name:
Title:

Accepted as of the date hereof:
J.P. MORGAN SECURITIES INC.
By:	/s/ Eric Rosen
Name:	Eric Rosen
Title:	Managing Director

[Signature Page of Equity Commitment Agreement]

Exhibit A

Settlement Term Sheet

CONFIDENTIAL

FOR DISCUSSION PURPOSES ONLY

SUBJECT TO RULE 408

April 28, 2006 - Settlement Term Sheet

• New Plan of Reorganization (“Plan”) to be proposed by Owens Corning, a Delaware corporation (“OCD”) with supporting agreement from: Asbestos Claimants’ Committee (“ACC”), Legal Representative for Future Claimants (“FCR”), Bank Steering Committee, Official Committee of Unsecured Creditors, the Ad Hoc Bondholder Committee represented by Stroock, Official Representatives of Bondholders and Trade Creditors and the Ad Hoc Equity Holders Committee. The Plan shall be in full compliance with each and every provision of section 524(g) of the Bankruptcy Code.

• Settlement Term Sheet must be agreed upon on or before May 10, 2006.

• Plan must reach a final, non-appealable effective date no later than October 30, 2006, or such later date as OCD, the ACC and the FCR shall unanimously agree (the “Effective Date”).

• In exchange for the payments set forth below, the Debtors, Reorganized Debtors and all Protected Parties will receive a full release from any and all asbestos personal injury claims (existing, future and settled but not liquidated) with those claims being channeled to one or more asbestos trusts pursuant to Section 524(g) of the Bankruptcy Code.

Post-Petition Financing/Capital Structure

• Enterprise value as in Fifth Amended Plan, at $5.858 billion (including net present value of cash flows related to the utilization of net operating loss carry forwards).

• OCD Asbestos Personal Injury Claims would be fixed at the judicially estimated amount of $7 billion.

• Prior to the Effective Date, OCD would enter into a binding commitment letter with one or more major financial institutions for $1.8 billion of post-petition debt financing, to be issued upon the Effective Date, which indebtedness may be in the form of senior notes, senior term loans or other cash pay debt instruments, plus a revolving credit facility in an amount to be determined (of which zero is drawn down as of the Effective Date). Tax notes ($61 million) and existing funded debt ($55 million) would remain in place as provided in the Fifth Amended Plan.

• Under the Plan, the existing equity will be extinguished and 131.4 million shares of new stock will be issued. The 131.4 million shares will be divided as follows:

	Shares (in millions)
Bonds	26.6
Shares Subject to Rights Offering	72.9
OC/FB Asbestos Contingent Payment	28.6
Employees	3.3
TOTAL	131.4

• Prior to the Effective Date, OCD would enter into a binding commitment agreement with JP Morgan Chase for $2.187 billion of contingent post-petition financing to be utilized on the Effective Date pursuant to an underwritten rights offering to be made to all bondholders, and to general unsecured creditors with claims classified in classes A6-A and A6-B of the Fifth Amended Plan. On the Effective Date, each bondholder and general unsecured creditor would have the right to purchase their pro rata share of 72.9 million shares of common stock from OCD at $30.00 per share. The offering will be backstopped by JP Morgan Securities, and a syndicate consisting of D. E. Shaw Laminar Portfolios, L. L. C., Plainfield Special Situations Master Fund Limited or such or an affiliate thereof and certain other bondholders (collectively, the “Backstop Providers”) who would collectively agree to purchase the shares of New Common Stock underlying the unexercised rights. The backstop shall have terms, provisions and conditions that shall be acceptable to the ACC and FCR. The Backstop Providers would receive a fee for their commitment to backstop the rights offering in such amount as may be agreed upon by OCD and approved by the Court, the payment of which is the responsibility of OCD.

Payments to Asbestos PI Trust

• On the Effective Date, OCD will pay the Asbestos PI Trust on an irrevocable basis (1) $1.25 billion in cash, (2) all amounts held in the Fibreboard Settlement Trust ($1.306 billion as of 12/31/05), (3) $189 million from the OC Administrative Escrow Deposits and the OC Insurance Escrow and (4) all Undistributed Administrative Deposits in respect of Fibreboard claims ($127 million as of 12/31/05) for a total of $2.872 billion in cash and will also assign the Asbestos PI Trust all rights to any insurance recoveries.

• On the Effective Date, OCD will provide a contingent payment right to the Asbestos PI Trust in the amount of (i) $1.390 billion, plus interest from the Effective Date to the payment date at 7%, in cash, and (ii) 28.6 million shares of equity in reorganized OCD, all of which will be subject to the condition precedent that the FAIR Act has not been enacted and made law on or before the date that is ten (10) days after the conclusion of the 109th Congress (the “Trigger Date”). If the FAIR Act is not made law on or before the Trigger Date, OCD will be required to satisfy no later than January 8, 2007 the contingent payment right by paying $1.390 billion plus accrued interest, in cash, and delivering 28.6 million shares of reorganized OCD.

• If the cash and shares provided under the contingent payment right vest in the Asbestos PI Trust, the Asbestos PI Trust would grant options to the Backstop Providers to purchase 28.6 million shares in the aggregate from it at an exercise price of $37.50 per share which would expire 12 months after the date the Trust receives the shares. The Backstop Providers would grant the Asbestos PI Trust options to sell to them 28.6 million shares in the aggregate at an exercise price of $25.00 per share which would expire 3 months after the date the Trust receives the shares.

• If as of the Trigger Date, the FAIR Act has been enacted and made law but is subject to legal challenge, payments under the contingent payment right will be suspended until the legal challenge to the legislation is resolved by final non-appealable judgment.

• If the FAIR Act has been enacted and made law on or prior to the Trigger Date and is not subject to a constitutional challenge or other challenge to its validity by March 31, 2007 (the “Rollover Event”), the contingent payment right will not vest and will be fully cancelled.

• The contingent payment right will be issued by OCD and will be secured by 51 percent of the voting stock of one or more domestic and/or foreign subsidiaries of OCD as determined by the ACC, the FCR and the Backstop Providers to be necessary to comply with 11 U.S.C. § 524(g)(2)(B)(i)(III).

Payments to Bank Creditors

Same as in Fifth Amended Plan, including post-petition interest at prime + 2% compounded quarterly for the duration of the bankruptcy cases.

Payments to Senior and Junior General Unsecured Creditors

Bondholders would receive 26.6 million shares of the common stock of reorganized OCD as provided above on the Effective Date. Non-bondholder senior and junior unsecured creditors (exclusive of the convertible subordinated note underlying the MIPS trust) would receive an aggregate of $248.5 million in cash on the Effective Date. In the event that the senior and junior general unsecured creditors do not vote to accept the Plan, then such creditors shall receive the distribution they were entitled to receive if they had voted not to accept the plan filed with the court on December 31, 2005.

Payments to MIPS

On the Effective Date, holders of MIPS would receive warrants, with customary market protections, exerciseable within seven (7) years of the Effective Date to obtain 10% of the fully diluted common stock of reorganized OCD, assuming exercise of all warrants but ignoring management options, at a strike price of $43 per share implying an enterprise value of $7.6 billion.

On the Rollover Event, holders of MIPS would have the right to exchange their warrants for 5.5% of the fully diluted common stock of reorganized OCD, assuming exchange of all warrants into common stock but ignoring management options. In the event that the general unsecured creditors do not vote to accept the Plan, then holders of MIPS shall receive the distribution they were entitled to receive if the general unsecured creditors had voted not to accept the plan filed with the court on December 31, 2005.

Payments to Equity

On the Effective Date, holders of OCD existing common stock would receive warrants, with customary market protections, exerciseable within seven (7) years of the Effective Date to obtain 5% of the fully diluted common stock of reorganized OCD, assuming exercise of all warrants but ignoring management options, at a strike price of $45.25 per share implying an enterprise value of $7.9 billion.

On the Rollover Event, holders of OCD existing common stock would have the right to exchange their warrants for 14.75% of the fully diluted common stock of reorganized OCD, assuming exchange of all warrants into common stock but ignoring management options. In the event that the senior and junior general unsecured creditors or the Bondholders do not vote to accept the Plan, then holders of OCD existing common stock shall not receive any distribution under the Plan.

Corporate Governance

The Board of Directors for Reorganized OCD shall consist of 16 members, consisting of the 12 directors who serve on the Board of Directors for OCD immediately prior to the Effective Date and one member to be named by the ACC and one member to be named by the FCR and two members to be named by the Bondholders. The initial term of the Board of Directors for Reorganized OCD shall be until the first annual meeting of shareholders following the second anniversary of the Effective Date of the Plan. In the event that the Asbestos PI Trust shall no longer hold any shares in OCD, the members named by the ACC and the FCR, or their successors, shall resign. For as long as the Asbestos PI Trust owns shares in OCD, it shall have the right to designate one member as directed by the FCR and one member as directed by the TAC.

Professional Fees

The reasonable legal fees and expenses incurred by the Bondholders represented by Stroock & Stroock & Lavan LLP shall be reimbursed or otherwise paid by OCD, upon approval of the Court, in recognition of the Bondholders’ substantial contribution to the reorganization pursuant to 11 U.S.C. sections 503(b)(3)(D) and 503(b)(4). The reasonable professional fees and expenses incurred by the Ad Hoc Equity Holders Committee, represented by Brown Rudnick Berlack Israels LLP, shall be reimbursed or otherwise paid by OCD, upon approval of the Court, in recognition of the Ad Hoc Equity Holders Committee’s substantial contribution to the reorganization pursuant to 11 U.S.C. sections 503(b)(3)(D) and 503(b)(4).

Other Matters

All other provisions of the Fifth Amended Plan not addressed herein and which do not conflict with the provisions of this term sheet shall remain unchanged from the Fifth Amended Plan.

All Avoidance Actions, and any and all actions commenced by these parties against the Banks, whether pending or tolled, will be tolled and stayed pending Plan confirmation and will be dismissed with prejudice, unless otherwise provided for with the agreement of the ACC and the FCR, on the Effective Date.

Within ten days after the execution of this Term Sheet, the Bank Steering Committee, Official Committee of Unsecured Creditors, the Ad Hoc Bondholders and Trade Creditors and the Ad Hoc Equity Holders Committee shall take such steps as may be required to dismiss with prejudice the appeal pending before the Third Circuit Court of Appeals from the decision by District Judge Fullam estimating the present and future asbestos liabilities of Owens Corning, subject to reinstatement, but only if reinstatement is permitted by the Court of Appeals, if the asbestos personal injury claimants fail to accept the Plan by the percentages required by Section 524(g) and Section 1126(c) of the Bankruptcy Code. Within ten days after the execution of this Term Sheet, the Ad Hoc Equity Holders Committee will also dismiss all of its other pending appeals before the District Court, with prejudice.

Each member of the Official Representatives of Bondholders and Trade Creditors, the Ad Hoc Equity Holders Committee, and the Ad Hoc Bondholders Committee agrees that such member shall not sell, transfer or otherwise dispose of any portion of or all of such member’s debt and/or equity holdings without entering into an agreement with such transferee, which agreement shall be satisfactory to the ACC and FCR, providing that such transferee shall be bound to all of the terms and provisions of this term sheet.

The undersigned members of the Ad Hoc Bondholders Committee shall be bound to the terms provided herein if the Plan of Reorganization is confirmed irrespective of whether or not a class or classes of general unsecured creditors vote to accept the Plan.

Dated: May 8, 2006

The Debtors	Official Committee of Asbestos Claimants
By	By
Official Committee of Unsecured Creditors	The Legal Representative for Future Claimants
By	By
The Official Representatives of     Bondholders and Trade Creditors	The Ad Hoc Equity Holders Committee
By	By
The Ad Hoc Bondholders Committee
By

Exhibit B

Lock-Up Agreement

PLAN SUPPORT AGREEMENT

This Agreement (as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof, the “Agreement”), dated as of May     , 2006, is entered into by and among Owens Corning (the “Company” or the “Debtor”), subject, however, to the approval of the Bankruptcy Court (as defined below), the Asbestos Claimants Committee (the “ACC”) and the Future Claimants’ Representative (collectively with the Debtor and the ACC, the “Plan Proponents”), and each of the undersigned holders (each, a “Holder”, and collectively, the “Holders”) of Pre-Petition Bonds issued by the Company (the “Bonds”).

RECITALS

WHEREAS the Company filed for protection under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on October 5, 2000.

WHEREAS the Debtor, the ACC, the Official Committee of Unsecured Creditors, the Legal Representative for Future Claimants, the Bank Steering Committee, the Ad Hoc Equity Holders Committee, Official Representatives of Bondholder and Trade Creditors and the Holders have engaged in good faith negotiations with the objective of reaching a mutually acceptable agreement for the settlement of all claims in the Debtor’s bankruptcy cases.

WHEREAS the Holders have agreed to accept the treatment for their claims on the terms set forth in the term sheet attached hereto as Exhibit A (the “Settlement Term Sheet”) and incorporated into this Agreement as more fully set forth herein (the “Plan Proposal”).

WHEREAS to expedite and ensure the implementation of the Plan Proposal, (i) the Plan Proponents are prepared to file a Sixth Amended Plan of Reorganization (the “Amended Plan”) and a related amended disclosure statement (the “Amended Disclosure Statement”), and, in accordance with Sections 1125 and 1126 of the Bankruptcy Code, to solicit the requisite acceptances of the Amended Plan, as expeditiously as possible and perform their other obligations hereunder and (ii) the Holders are prepared to commit, on the terms and subject to the conditions of this Agreement, the Amended Plan and Disclosure Statement, and applicable law, to vote in favor of the Amended Plan when solicited to do so pursuant to Sections 1125 and 1126 of the Bankruptcy Code and to perform their obligations hereunder.

NOW THEREFORE, in consideration of the foregoing recitals, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to any appropriate approvals of the Bankruptcy Court of this Agreement, the Amended Plan and the Amended Disclosure Statement, the Plan Proponents and each Holder (each a “party” or “Party” and collectively, the “parties” or “Parties”), intending to be legally bound, agree as follows:

1. Each capitalized term used but not defined in this Agreement shall have the meaning given to it in the Fifth Amended Joint Plan of Reorganization for the Debtor and its Affiliated Debtors and Debtors-In-Possession, as the case may be.

2. Means for Effecting the Plan Proposal. The Plan Proponents and the Holders agree that the Plan Proposal shall be consistent in all material respects with the terms of the Settlement Term Sheet annexed hereto as Exhibit A and shall be accomplished by the approval of the Amended Plan, pursuant to Sections 1125 and 1126 of the Bankruptcy Code, and the subsequent confirmation of the Amended Plan by the Bankruptcy Court and the occurrence of the Effective Date under the Amended Plan (the “Plan Effective Date”).

3. Preparation of Plan Proposal Documents. Promptly upon execution of this Agreement by the Holders holding in the aggregate at least 50% of the outstanding principal amount of the Bonds (the “Requisite Holders”), the Plan Proponents shall instruct their counsel to prepare for the review and approval of the Parties hereto all documents needed to effectuate the Plan Proposal as contemplated in this Agreement, including, but not limited to, the Amended Plan and the Amended Disclosure Statement (collectively, the “Plan Documents”). The Plan Proponents and counsel to the Holders shall coordinate with one another in the preparation of the Plan Documents.

4. Support of the Plan Proposal. Each of the Holders agrees that, subject to the conditions that, and only for so long as, (i) each of the Amended Plan, the Amended Disclosure Statement, and all of the documents relating to the Rights Offering, shall be reasonably satisfactory to the Requisite Holders, (ii) the material terms of the Plan Documents are consistent with the terms set forth on the Settlement Term Sheet annexed hereto as Exhibit A, (iii) the Amended Disclosure Statement adequately describing the terms of the Settlement Term Sheet as embodied in the Amended Plan shall be approved by the Bankruptcy Court and (iv) no Holders Termination Event (as defined below) shall have occurred and not have been waived in accordance herewith, it (1) shall, when solicited pursuant to Sections 1125 and 1126 of the Bankruptcy Code, vote to accept the Amended Plan (in accordance with the Settlement Term Sheet), (2) hereby agrees to recommend and support confirmation of the Amended Plan and to approve any other action or document necessary to implement the Plan Proposal (including, without limitation, filing supporting pleadings in connection therewith, supporting reasonable extensions of exclusivity, and filing any motions, notices, or other appropriate pleadings in connection with the withdrawal, tolling, or dismissal of the litigation matters set forth in the Settlement Term Sheet) and (3) agrees to permit disclosure in the Amended Disclosure Statement and any filings by the Debtor with the Securities and Exchange Commission of the execution and contents of this Agreement; provided, however, that the Debtor shall not disclose the amount of the claim held by any individual Holder that is a signatory to the Agreement, except as set forth in Paragraph 23. Each of the Holders shall not: (a) object to the Amended Disclosure Statement or Amended Plan or consummation of the Plan Proposal, or otherwise commence any proceeding to oppose the Amended Plan or any of the Plan Documents so long as the Plan Documents contain material terms and conditions consistent with those contained in this

Agreement and the Settlement Term Sheet; (b) vote for, consent to, support or participate in the formulation of any other restructuring or settlement of the Debtor’s claims, or a plan of reorganization or liquidation under applicable bankruptcy or insolvency laws, whether domestic or foreign, in respect of the Debtor; (c) directly or indirectly seek, solicit, support or encourage any other restructuring, plan, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtor (other than one agreed to in writing by the Plan Proponents and the Holders) that is inconsistent with this Agreement; or (d) take any other action, including but not limited to initiating any legal proceedings, that is materially inconsistent with, or that would materially delay or impede approval, confirmation or consummation of, the Amended Disclosure Statement, the Plan Proposal or the Amended Plan; provided, however, that nothing contained herein shall limit the ability of any Holder to consult with the Plan Proponents concerning any matter arising in connection with the Plan Proposal so long as such consultation is not inconsistent with such Holder’s obligations hereunder and the terms of the Plan Proposal.

5. Lock-Up. As of the Effective Date (as defined below) and until the termination of this Agreement in accordance with the terms hereof (the “Lock-Up Period”), the undersigned agrees that it shall not:

(a) except as provided in Paragraph 6 below, sell, loan, assign, transfer, hypothecate or otherwise dispose of (including by participation) to any third party any or all of its Holdings (as defined below) or the tender, voting or consent rights thereto;

(b) sell, loan, assign, transfer, hypothecate or otherwise dispose of (including by participation) any or all of its Holdings to the Company or any Affiliate of the Company (including acceptance of an offer to redeem any of its Holdings by the Company or an Affiliate thereof); for purposes of this Agreement, an “Affiliate” of the Company shall mean any entity that controls, is controlled by or is under common control with, the Company; or

(c) except as permitted in Paragraph 6 below, enter into any contract or agreement to do any of the actions described in subsections (a) or (b) above.

No purported transfer, or tender, vote or consent, of any Holdings shall be valid unless made in accordance with this Agreement.

6. Transfers. Notwithstanding anything to the contrary herein, each of the Holders shall not, directly or indirectly, sell, loan, assign, transfer, hypothecate or otherwise dispose of (including by participation) (i) any Bonds beneficially owned by it or as to which it has investment authority or discretion (excluding Bonds beneficially owned by non-affiliate private banking clients of JP Morgan Securities Inc.), in each case, as of the date hereof, (ii) any claim (as that term is defined in Section 101(5) of the Bankruptcy Code) or rights arising from, based on or related to the Bonds (including any subscription rights), or (iii) any option, interest in, or right to acquire any Bonds or claims referred to in clauses (i) and (ii) above (the Bonds, claims, options, interests, and rights referred to in the foregoing clauses (i), (ii) and (iii) shall be

collectively referred to as “Holdings”), unless the transferee thereof agrees in writing for the benefit of the other parties hereto to be bound (a) by all of the terms of this Agreement (including the Settlement Term Sheet) and executes a counterpart signature page of this Agreement and (b) if the material terms of the Plan Proposal have not been broadly and publicly disclosed, by a confidentiality agreement that is either in substantially similar form to that executed with the Debtor by the transferor or otherwise in form and substance reasonably satisfactory to the Debtor. The transferor shall provide each of the Plan Proponents and Stroock (as defined below) with written notice of the transfer, along with copies of the executed counterpart signature page of this Agreement and, if applicable, the executed confidentiality agreement, pursuant to which each party shall be deemed to have acknowledged that its obligations to the Holders hereunder shall be deemed to constitute obligations in favor of such transferee. Any transfer made in violation of this Paragraph 6 shall be null and void.

7. Affiliated Transferee Exception. During the Lock-Up Period, a Holder may offer, sell or otherwise transfer any or all of its Holdings to an Affiliated Transferee (as defined below), who shall be bound by this Agreement. For purposes of this Agreement, an “Affiliated Transferee” shall mean any entity that, as of the Effective Date, was, and as of the date of transfer, continues to be an entity that controls, is controlled by or is under common control with the Holder which is a party to this Agreement.

8. Effectiveness. Each of the undersigned understands and acknowledges that, for purposes for of calculating the 50% threshhold in this Paragraph 8, the current outstanding principal amount of the Bonds is assumed to be $1,389,000,000. This Agreement shall only become effective and binding upon the undersigned as of the date (the “Effective Date”) when Stroock & Stroock & Lavan LLP (“Stroock”) notifies the Debtor and the undersigned in writing that it has received executed Agreements from institutions which hold in the aggregate more than a majority (50%) of such outstanding principal amount of the Bonds; provided, however, that the Debtor’s execution and implementation of this Agreement shall be subject to the approval of the Bankruptcy Court. If Holders holding in the aggregate more than a majority (50%) of the outstanding principal amount of the Bonds have failed to execute this Agreement by the close of business on May 10, 2006, this Agreement shall become null and void and of no further force and effect. This Agreement is not and shall not be deemed to be a solicitation of votes for the acceptance of the Amended Plan (or any other plan of reorganization) for the purposes of Sections 1125 and 1126 of the Bankruptcy Code or otherwise.

9. Termination of the Holders’ Obligations. Each of the Holders may terminate its obligations hereunder and rescind its acceptance of the Plan Proposal by giving written notice thereof to the other Holders, if any, and the Company of the following (each, a “Holders Termination Event”): (a) the Plan Documents provide or are modified to provide for any terms that are materially adverse to or materially inconsistent with any of the terms or conditions of this Agreement or the Settlement Term Sheet, (b) the Company breaches this Agreement or fails to satisfy any of the terms or conditions of the Settlement Term Sheet in any material respect, which breach shall not have been cured within 10 business days of receiving notice thereof, or (c) the Plan Effective Date does not occur by October 30, 2006, or such later date as the Plan Proponents shall unanimously agree.

10. Termination of the Plan Proponents’ Obligations. The Plan Proponents shall have the right to terminate this Agreement, by the giving of a joint written notice thereof to each of the Holders: (i) in the event of a material breach of this Agreement, (ii) upon the failure by any Holder to satisfy any material term or condition of the Settlement Term Sheet which breach shall not have been cured within 10 business days of receiving notice thereof or (iii) if the Plan Effective Date does not occur by October 30, 2006 or such later date as the Plan Proponents shall unanimously agree (a “Company Termination Event”).

11. Effects of Termination. Subject to Paragraph 22 hereof, upon the occurrence of a Holders Termination Event or Company Termination Event, unless such Holders Termination Event or Company Termination Event has been waived in accordance with the terms hereof, in each case resulting in the termination of the Holders’ obligations or the Plan Proponents’ obligations (as the case may be) under the terms of Paragraph 9 or Paragraph 10 above, this Agreement shall terminate and no party hereto shall have any continuing liability or obligation to pay any other party under Paragraph 20 hereof or otherwise and each party shall have all of the rights and remedies available to it under applicable law and/or any Indenture, and any ancillary documents or agreements thereto, including under this Agreement; provided, however, that no such termination shall relieve any party from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination.

12. Representations and Warranties. Each Holder represents and warrants to the Plan Proponents and each other that it owns the Bonds that represent a beneficial interest in the total principal amount (of record and/or beneficially) set forth next to its name on the signature pages hereof, or as to which such Holder or its Affiliates (as that term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and over whom the Holder exercises sufficient control to insure enforcement of the provisions of this Agreement) has investment authority or discretion, and such Bonds constitute all of such Bonds so owned or controlled by such Holder and its Affiliates. Each party hereunder represents and warrants that the following statements are true, correct and complete as of the date hereof.

a) Power, Authority and Authorization. Execution, delivery and performance of this Agreement by such party has been duly authorized by all necessary corporate action on the part of such party, and the person executing this Agreement on behalf of such party is duly authorized to do so;

b) No Conflicts. The execution, delivery and performance of this Agreement by such party does not and shall not (i) violate any provision of law, rule or regulation applicable to it or any of its subsidiaries or its organizational documents or those of any of its subsidiaries or (ii) except to

the extent previously disclosed in writing to the Holders, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligations to which it or any of its subsidiaries is a party or under its organizational documents;

c) Governmental Consents. The execution, delivery and performance by it of this Agreement do not and shall not require any registration or filing with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body, except such filing as may be necessary and/or required for disclosure by the Securities and Exchange Commission or pursuant to state securities or “blue sky” laws, and the approval by the Bankruptcy Court of the Debtor’s authority to enter into and implement this Agreement; and

d) Binding Obligation. Subject to the provisions of Sections 1125 and 1126 of the Bankruptcy Code, this Agreement is the legally valid and binding obligation of each of the undersigned, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws, both foreign and domestic, relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

13. Confidentiality. The undersigned acknowledges and agrees that all information regarding the Holdings shall be held by Stroock in strict confidence and shall not be disclosed to all other Holders, the Plan Proponents or any third parties, except: (i) as otherwise may be required by law; or (ii) as otherwise agreed to in writing by the Holder(s) in question.

14. Reservation of Rights. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each Holder and the Trustee to protect and preserve its rights, remedies and interests, including without limitation, its claims against the Plan Proponents. Nothing herein shall be deemed an admission of any kind. Nothing contained herein effects a modification of the Holders’ or the Trustee’s rights under the Indenture, the Bonds or other documents and agreements unless and until the Plan Effective Date has occurred. If the transactions contemplated herein are not consummated, or if this Agreement is terminated for any reason, the parties hereto fully reserve any and all of their rights. Pursuant to Federal Rule of Evidence 408, any applicable state rules of evidence and any other applicable law, foreign or domestic, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms.

15. Good Faith Negotiations of Plan Documents; Further Assurances. The Plan Proponents and each of the Holders hereby further covenant and agree to negotiate the definitive documents relating to the Plan Proposal, including, without limitation, the Plan Documents, in

good faith. Furthermore, each of the Parties shall take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement (provided that no Holder shall be required to incur any expense, liability or other monetary obligation), and shall refrain from taking any action which would frustrate the purposes and intent of this Agreement.

16. Amendments and Waivers. Once effective, this Agreement may not be modified, amended or supplemented, and none of the Holder Termination Events may be waived, except in writing signed by Holders holding at least 75% of the aggregate principal amount of Bonds held by the Requisite Holders; provided, however, it shall require the waiver, in writing, of all parties hereto to extend any of the dates set forth in Paragraphs 9 and 10 hereto by more than fifteen (15) business days from the dates set forth in such Paragraph; and further provided, however, that any modification of, or amendment or supplement to this Paragraph 16 or any material term or provision of the Settlement Term Sheet or the Plan Proposal shall require the written consent of all of the parties.

17. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of the parties and their respective successors, assigns, heirs, executors, administrators and representatives; provided, however, that nothing contained in this Paragraph shall be deemed to permit sales, assignments or transfers other than in accordance with Paragraph 6.

18. No Third Party Beneficiaries. Unless expressly stated herein, this Agreement shall be solely for the benefit of the parties hereto and no other person or entity.

19. Specific Performance. It is understood and agreed by each of the parties hereto that money damages would not be a sufficient remedy for any breach of this Agreement by any party and each non-breaching party shall be entitled to specific performance and injunctive or other equitable relief as a remedy of any such breach, provided, however, that each Party agrees to waive any requirement for the securing or posting of a bond in connection with such a remedy.

20. Prevailing Party. If any Party brings an action against any other Party based upon a breach by such other Party of its obligations hereunder, the prevailing Party shall be entitled to all reasonable expenses incurred, including reasonable attorneys’, accountants’ and financial advisors’ fees in connection with such action.

21. Notices. All written notices given hereunder or contemplated hereby may be given by email: (i) if addressed to the undersigned, to the email address on the signature page of this Agreement; (ii) if addressed to Stroock, by email to all of: lkruger@stroock.com, kpasquale@stroock.com, and blawrence@stroock.com; and (iii) if addressed to the Plan Proponents, by email to all of: jconlan@sidley.com, jsteen@sidley.com, dtwomey@sidley.com, npernick@saul.com, and jshulman@saul.com; (iv) if addressed to the ACC, by email to all of: pvnl@capdale.com and ei@capdale.com; and (v) if addressed to the Future Claimants’ Representative, by email to akress@kayescholer.com.

22. Survival. Notwithstanding the termination of the Holders’ obligations hereunder in accordance with Paragraph 9 hereto, the Company’s obligations and agreements set forth in Paragraph 23 (with respect to disclosure of certain information) hereof shall survive such termination and shall continue in full force and effect for the benefit of the Holders in accordance with the terms hereof.

23. Disclosure of Individual Holdings. Subject to Paragraph 4 hereof, unless required by applicable law or regulation, the Debtor shall not disclose the amount of Bonds held by a Holder without the prior written consent of such Holder. The Plan Proponents agree not to disclose the terms of this Agreement prior to the public disclosure thereof by the Debtor. The foregoing shall not prohibit the Debtor or the other Plan Proponents from disclosing the approximate aggregate holdings of Bonds by the Holders or the Bondholders as a group.

24. Representation by Counsel. Each party hereto acknowledges that it has been represented by counsel (or had the opportunity to and waived its right to do so) in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would provide any party hereto with a defense to the enforcement of the terms of this Agreement against such party based upon lack of legal counsel shall have no application and is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties hereto. None of the parties hereto shall have any term or provision construed against such party solely by reason of such party having drafted the same.

25. Consideration. It is hereby acknowledged by the parties that no consideration shall be due or paid to any of the parties hereunder for its agreement to participate in the Plan Proposal, in accordance with the terms and conditions of this Agreement other than the obligations imposed upon the Company pursuant to the terms of this Agreement, including, without limitation, the obligation to use best efforts to obtain approval of the Plan Proposal and to take all steps necessary and desirable to obtain any and all requisite regulatory and/or third party approvals for the Plan Proposal in accordance with the terms and conditions of this Agreement.

26. Severability. If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision hereof shall continue in full force and effect.

27. Jurisdiction. Any disputes that may arise under this Agreement shall be determined by the Bankruptcy Court.

28. Miscellaneous. (a) the undersigned understands and agrees that each of the Holders party hereto will rely upon the undersigned’s representations and covenants set forth in this Agreement; (b) the captions used in this Agreement are for convenience only and are not to

be considered in construing or interpreting this Agreement; (c) this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York and, to the extent relevant, federal bankruptcy law, regardless of the laws that might otherwise govern under applicable common law principles or conflicts of law rules; (d) this Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument; and (e) this Agreement may be executed and delivered by facsimile or original signature and an executed facsimile copy shall be treated as an original.

[Signature Page Following on Next Page]

OWENS CORNING

By:

Name:

Title:

ASBESTOS CLAIMANTS COMMITTEE

By:

Name:

Title:

FUTURE CLAIMANTS’ REPRESENTATIVE

By:

Name:

Title:

[HOLDER]

By:

Name:

Title:

Total principal amount of Bonds as of the date

hereof:

$                                                             

Email Address for notice:                                          

Exhibit C

Registration Rights Agreement

(i) all shares of New Common Stock held by the Investors, the parties to the Syndication Agreement and their successors, assigns and transferees (collectively, “Holders”) on the Closing Date or anytime in the future (including, without limitation, the shares acquired pursuant to the Amended Plan, the Rights Offering, the Equity Commitment Agreement and the Collars) shall constitute “registrable securities”;

(ii) prior to the Closing Date, the Company shall cause a shelf registration statement to become effective with the SEC (provided that, if the Investor so elects prior to the Closing Date, (i) such shelf registration statement shall not include the registrable securities held by the Investor and (ii) the Company shall file and cause to become effective by the SEC as promptly as practicable after receiving the Investor’s request therefor after the Closing Date another shelf registration statement which covers the registrable securities held by the Investor);

(iii) such initial shelf registration statements shall be kept effective until two years after the earlier of (x) the expiration of the Collars and (y) the purchase of all of the New Common Stock subject to the Collars;

(iv) in addition to such initial shelf registration statements, the Holders shall have unlimited demand and piggyback registration rights (subject to reasonable minimum amounts to be included in any demand);

(v) the Company shall provide reasonable cooperation and assistance of the type described in a registration rights agreement for registered offerings if any of the Holders elect to sell its shares pursuant to a private placement or similar transaction (including providing due diligence access);

(vi) provide for underwritten offerings; and

(vii) representations and warranties of the type made in a customary underwriting agreements for an underwritten public offering.

Exhibit P-1

Investor Registration Rights Agreement

Exhibit P-1

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”), dated as of July 7, 2006, is made by and among (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) J.P. Morgan Securities Inc. (“JPMorgan Securities”) and any parties identified on the signature pages of any Joinder Agreements (as defined below) executed and delivered pursuant to Section 12.2 hereto (each, including JPM (as defined herein), an “Investor” and, collectively, the “Investors”).

RECITALS

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

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, 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 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’ 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 with respect to certain shares of New Common Stock to be acquired by the Investors and certain of their Affiliates (as defined below);

WHEREAS, pursuant to the Amended Plan, the Owens Corning/Fibreboard Asbestos Personal Injury Trust (as defined in the Amended Plan, the “Trust”) will receive, among other things, a contingent payment right to cash and 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 (the “Trust Registration Agreement”) to provide registration rights for the Trust with respect to its holding of any such Trust Shares; 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 certain 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 Equity Commitment Agreement and Amended Plan, 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:

“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 in the case of Owens Corning’s obligations in respect of the Initial Registration Statement, the order of the Bankruptcy Court granting the motion to approve the Rights Offering and related relief (Docket No. 17979) and in all other respects, 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 Investors hereunder 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 Trust Registration Agreement, the Company is not required to effect the filing of a Registration Statement or a registration statement under the Trust Registration

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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 Trust 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(g) of this Agreement.

“Call Expiration Registration Statement” has the meaning given to that term in Section 4.1(g) 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.

“Demanding Holders” 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” has the meaning given to that term in Section 4.1(c) of this Agreement.

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

“Exclusive Trust Period” means the 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 Registrable Securities covered by a Demand Registration for an Underwritten Offering made pursuant to the last demand made by the Holders under Section 4.1(a) hereof before the Cut-Off Date, or, if earlier, the withdrawal, revocation or termination of such Demand Registration by the Holders and (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.

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

“Expiration Date” has the meaning given to that term in Section 4.1(g) 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 Shelf Offering” has the meaning given to that term in Section 3.2(a) of this Agreement.

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

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“Investor” and “Investors” have the meanings given to those terms in the introductory paragraph 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.

“Joinder Agreement” has the meaning given to that term in Section 12.2 of this Agreement.

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

“JPMorgan Securities” has the meaning given to that term in the introductory paragraph of this Agreement.

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

“Majority Selling Holders” means those Selling Holders whose Registrable Securities included in a specified registration represent a majority of the Registrable Securities of all Selling Holders included therein.

“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 Securities” means at any time Registrable Securities that do not constitute Qualified Registrable Securities.

“NYSE” means the New York Stock Exchange.

“Other Stockholders” means any Person (other than the Holders) 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.

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“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 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 Registrable Securities, such securities shall cease to constitute Qualified 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) 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

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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 earlier of (x) 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) and (y) the purchase under the Call Agreements or the Put Agreements of all of the New Common Stock subject to the Call Agreements and the Put Agreements (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.

“Selling Holder” means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

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

“Settlement Term Sheet” means the terms set forth in Exhibit A of the Equity Commitment Agreement.

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“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.

“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.

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

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

“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.

“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, each Investor 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, each Investor 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,

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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) of the Equity Commitment Agreement, to consummate the transactions contemplated by the Transaction Documents (a “Material Adverse Effect”).

(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

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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 Investors.

(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 Investors, (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 each Investor 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 Investors are 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 Investors 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 Investors shall have no responsibility or liability to the Company with respect thereto. Any review by each Investor of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of each Investor 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

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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 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 any Investor furnished to the Company in writing by the Trust or such Investor 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

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(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.

(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 Trust 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

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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 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.

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(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, 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

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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, 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

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under this Agreement or the Trust 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.

(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 Registration

3.1 Initial Registration Statement. 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 Holders thereof 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, 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.

3.2 Initial Registration Procedures.

(a) During the Required Period, any Holder shall be entitled, subject to the remainder of this Section 3.2, to sell all or any part of the Registrable Securities registered on behalf of such Holder pursuant to the Initial Registration Statement (“Holder Shelf Offering”). Notwithstanding any other provision of this Agreement, no Holder may include any of its Registrable Securities in a Holder Shelf Offering pursuant to this Agreement unless the Holder shall provide to the Company a fully completed notice and questionnaire in substantially the

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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 “Selling Holder Information”). In order to be named as a selling securityholder in the Initial Registration Statement or Prospectus at the time it initially becomes effective under the Securities Act, each Holder must no later than three Business Days prior to the Effective Date of the Initial Registration Statement, which will be at least 20 days following notice by the Company of the expected initial Effective Date, furnish in writing the completed Questionnaire and such other Selling Holder Information that the Company may reasonably request in writing, if any, to the Company. The Company shall (i) include in the Initial Registration Statement the information from the completed Questionnaire and such other Selling Holder Information, if any, received by the Company at least three Business Days prior to the initial Effective Date of the Initial Registration Statement and the Prospectus, as necessary and (ii) in a manner so that upon such effectiveness of the Initial Registration Statement the Holder shall be named as a selling securityholder and be permitted to deliver (or be deemed to deliver) such Prospectus to purchasers of the Registrable Securities in accordance with applicable law. From and after the date that the Initial Registration Statement initially becomes effective, upon receipt of a completed Questionnaire (including any updated Questionnaire) and such other Selling Holder Information (including any updated Selling Holder Information) that the Company may reasonably request in writing (including any amendments to any prior Questionnaire or Selling Holder Information), if any, but in any event within ten Business Days after the Company receives the completed Questionnaire and such other Selling Holder Information, if any, the Company shall use its reasonable best efforts to file any amendments or supplements to the Initial Registration Statement or Prospectus or the documents incorporated by reference therein necessary for such Holder to be named as a selling securityholder and permit such Holder 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); provided that the Company shall not be required to file more than one such amendment to the Registration Statement in any rolling 30-day period. Holders that do not deliver a completed written Questionnaire and such other information, as provided for in this Section 3.2(a), shall not be named as selling securityholders in the Prospectus until such Holder delivers such information and the appropriate notice 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, 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 such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Article III. If such Selling Holder Information is delivered during a Blackout Period, the Company shall so inform the Holder delivering such Selling Holder Information and shall take the actions set forth in this Section 3.2(a) upon expiration of the Blackout Period as though such Holder’s Selling Holder Information had been delivered on the expiration date of such Blackout Period.

(b) Any Holder may, by written notice to the Company, request that the Company take any reasonable steps necessary to assist and cooperate with such Holder to facilitate a Holder Shelf Offering, subject to the provisions of this Agreement. Such written notice shall specify the number of shares of Registrable Securities proposed to be sold and shall also specify the intended method of disposition thereof.

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(c) Subject to the remainder of this Section 3.2(c), a Holder may include in a Holder Shelf Offering the sale, in certain hedging transactions that such Holder may enter into in connection with the Collars, of up to the maximum number of shares of New Common Stock that may be acquired by such Holder pursuant to the Collars (with any shares so sold by a Holder being hereinafter referred to as such Holder’s “Hedged Shares”); provided, however, that each such Holder must give the Company written notice of its desire to do so not later than 20 Business Days prior to the effective date of the Initial Registration Statement.

Article IV.

Demand Registration

4.1 Right to Demand Registration.

(a) Subject to the terms of Section 4.1(b), at any time and from time to time, (x) JPM may request in writing that the Company effect the registration of all or part of its Registrable Securities and (y) any Holder or group of Holders (excluding JPM) representing at least 33% of all Registrable Securities then outstanding, may request in writing that the Company (the “Demanding Holders”) effect the registration (a “Demand Registration”) of all or part of such Demanding Holder’s or Holders’ 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 such Demanding Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registered in such registration by such Holder or group of Holders, (iii) the total number of shares of New Common Stock then held by such Demanding Holder or Holders, and (iv) the intended means of distribution). The Company shall notify each other Holder of such request (by delivering a copy of such request to each such Holder) for registration and each other Holder may, by written notice to the Company given no later than 10 Business Days after the Company’s notice is given to such Holder (which notice shall specify (i) the then-current name and address of the Holder, (ii) the aggregate number of shares of Registrable Securities requested to be registered in such registration by such Holder or group of Holders, and (iii) the total number of shares of New Common Stock then held by such Holder), request that all or a part of such Holder’s Registrable Securities be included in such registration. The Company shall file a Registration Statement covering such Demanding Holder’s or Holders’ 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) (A) with respect to any request for registration by JPM pursuant to Section 4.1(a)(x), if prior to the date of such request, the Company has effected at the request of JPM, five registrations in the aggregate pursuant to Section 4.1(a)(iii) or Section 4.1(a)(iv) or (B) with respect to any request for registration by any Holder or group of Holders (excluding JPM) pursuant to Section 4.1(a)(y), if prior to the date of such request, the Company has effected at the request of any Holder or group of Holders (excluding JPM), five registrations in the aggregate pursuant to Section 4.1(a)(iii) or Section 4.1(a)(iv);

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(ii) if within the 12-month period preceding such request the Company has effected two Demand Registrations for JPM pursuant to Section 4.1(a)(x) or two Demand Registrations for any Holder or group of Holders pursuant to Section 4.1(a)(y);

(iii) in the case of a non-Underwritten Offering, unless the Registrable Securities requested to be registered (A) have an aggregate then-current market value, including (x) in the case of a Demand Registration by JPM, Registrable Securities of other Holders which such Holders have agreed to include in such Demand Registration and (y) in the case of a Demand Registration by other Holders, Registrable Securities of JPM which JPM has agreed to include in such Demand Registration, 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 Demanding Holders or Holders;

(iv) 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, including (x) in the case of a Demand Registration by JPM, Registrable Securities of other Holders which such Holders have agreed to include in such Demand Registration and (y) in the case of a Demand Registration by other Holders, Registrable Securities of JPM which JPM has agreed to include in such 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 Demanding Holders or Holders; or

(v) during the pendency of any Blackout Period.

(b) Holders shall not be permitted to request any Demand Registrations for an Underwritten Offering for a period beginning on the Cut-off Date and ending on (i) if the Trust does not, pursuant to the Trust Registration 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 Registrable Securities requested by the Holders to be included in the Exclusive Trust Registration, in accordance with the terms of Section 4.4. Notwithstanding the foregoing, if the Trust does not, on the latest date on which a Collar Agreement expires, have at least $75 million of Trust Shares, this Section 4.1(b) shall not apply.

(c) The Holders shall have the exclusive right to make a request for a Demand Registration for an Underwritten Offering (the “Exclusive Holder Registration”) for a period (the “Exclusive Holder Period”) of 60 days after (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 withdrawal, revocation or termination of the

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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. If an Exclusive Holder Registration is requested, the Trust shall not have a right to make a demand registration under the Trust Registration Agreement for an Underwritten Offering for a 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. 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(c) shall not apply.

(d) If at anytime there is no Company “shelf” Registration Statement outstanding with respect to Registrable Securities, the Demanding Holder or Holders 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.

(e) 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 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.

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

(g) 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 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 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

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days prior to the filing of any such post-effective amendment, send written notice to the Trust of such fact or such 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(g)). 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 Trust) 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 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 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 requested to be included in the Call Expiration Registration Statement by the Trust; (3) third, up to the full amount of any other 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 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 Trust) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Trust) 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

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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, (i) if the registration is being requested pursuant to Section 4.1(a)(x), JPM 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 and (ii) if the registration is being requested pursuant to Section 4.1(a)(y), then the Majority Selling Holders of the Registrable Securities to be included in the Underwritten Offering shall in their 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 Trust Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or 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 and to the extent requested by the managing underwriter for any Underwritten Offering pursuant to a demand registration hereunder or under the Trust Registration Agreement, each Holder who “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 that is a party to this Agreement 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 such Holder 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 such Holder, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other

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arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by such Holder, 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 for any Holder that, 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 Trust Registration Agreement) within 15 days of such notice pursuant to a Demand Registration (or a demand registration made pursuant to the Trust Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed by delivery of written notice to the Company to terminate all of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, that neither this Section 4.3(c) nor any Lock-Up shall prohibit a Holder from exercising rights or complying with agreements entered into by such Holder prior to the commencement of such Lock-Up Period; and provided further, that with respect to any Holder that is a broker-dealer or an affiliate of a broker-dealer, the provisions of any Lock-Up shall not apply to any transactions effected for or on behalf of any bona fide customer or client of such Holder (other than a customer or client who is a beneficial owner of the Registrable Securities held by such Holder).

4.4 Priority on Demand Registrations.

(a) Subject to Section 4.1(g), prior to the Cut-off Date, no securities to be sold for the account of any Person (including the Company) other than a Holder shall be included in a Demand Registration pursuant to Section 4.1 if, in the case that such registration is to be an Underwritten Registration, the managing underwriter of the Underwritten Offering relating thereto advises the Demanding Holders (or, in the case that such registration is not to be an Underwritten Registration, the Demanding Holders requesting registration determine in good faith) that the total amount of Registrable Securities requested to be registered, together with such other securities that the Company and any Other Stockholders propose to include in such offering is such as to adversely affect the successful marketing (including the pricing) of the securities included in such offering, then the Company shall include in such registration all Registrable Securities requested to be included therein, up to the full amount that, in the view of such managing underwriter or such Demanding Holders requesting registration, as the case may be, can be sold without adversely affecting the success of such offering, before including any securities of any Person (including the Company) other than the Demanding Holders and the other Holders. Subject to Section 4.1(g), if the number of shares to be included in any such offering is less than the aggregate number of Qualified Registrable Securities requested by Demanding Holders and the other Holders to be included therein, then the Registrable Securities to be included in such offering shall be allocated pro rata among such Demanding Holders and the other Holders on the basis of the number of Qualified Registrable Securities requested by Demanding Holders and the other Holders to be included therein.

(b) From and after the Cut-off Date, no securities to be sold for the account of any Person (including the Company) other than a Holder or the Trust 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 Trust Registration Agreement

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if the managing underwriter of the Underwritten Offering relating thereto advises the Company, the Demanding Holders and the Trust 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 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 Trust, 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 Qualified Registrable Securities requested by Demanding Holders and shares of New Common Stock requested by the other Holders and the Trust and Other Stockholders to be included therein, then the shares of New Common Stock to be included in such registration shall be allocated among such Demanding Holders, the other Holders and the Trust and Other Stockholders as follows:

(i) if such demand registration is an Exclusive Trust Registration, 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 the Exclusive Trust Registration by the Trust; (2) second, up to the full amount of Qualified 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 Registrable Securities requested to be included therein by each such Holder; (3) 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 Exclusive Trust Registration, on the basis of the number of 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 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 Trust) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Trust) so that the total amount of securities to be included in such Exclusive Trust Registration is the Capacity, provided, that the 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 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 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 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 the Exclusive Holder Registration by the Trust; (3) 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 Exclusive Holder Registration, on the basis of the number of Registrable Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount

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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 Trust) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Trust) so that the total amount of securities to be included 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(g), if such Demand Registration (or demand registration under the Trust Registration Agreement) for an Underwritten Offering is requested by any Holder or the Trust 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 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 Non-Qualified 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 Registrable Securities requested to be included therein by each such Holder; (3) 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 Demand Registration, on the basis of the number of 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 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 Trust) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Trust) 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 Registrable Securities the Holders request to include in such registration.

(c) Notwithstanding the foregoing, if, as a result of such pro-ration, the Demanding Holder or Holders shall not be entitled to include in a registration all Registrable Securities of the class that such Demanding Holder or Holders had requested to be included, then any Demanding Holder or group of Demanding Holders representing a majority of the number of Registrable Securities of Demanding Holders may elect to withdraw such request to include such Registrable Securities in such Demand Registration (in which case such Demand Registration shall not count as a registration in accordance with Section 4.1(a)(i) or 4.1(a)(ii)); provided, however, the Trust may, if it is participating in such registration, request the Company to

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continue with such registration and if the Trust provides 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).

4.5 Revocation of Demand Registration.

(a) (i) JPM, if a registration is requested pursuant to Section 4.1(a)(x) or (ii) Holders of at least a majority of the Registrable Securities to be included in a Registration Statement pursuant to Section 4.1, if a registration is requested pursuant to Section 4.1(a)(y), may, at any time prior to the Effective Date of the Registration Statement relating to such registration, revoke their 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), the Trust may (if it is participating in such registration) request the Company to continue with such registration and if the Trust provides 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 JPM or such Holders of Registrable Securities (excluding JPM) revoke their request pursuant to Section 4.5(a) and the Trust does not request the Company to continue such registration pursuant to Section 4.5(b) or 4.7 of the Trust Registration Agreement, at the election of JPM or such Holders, as the case may be, either (a) the Holders of Registrable Securities who revoke such request 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 the Trust does request the Company to continue such registration pursuant to Section 4.5(b) or 4.7 of the Trust 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) or Section 4.1(a)(ii).

4.6 Withdrawal by the Holders. 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 Demanding Holder or Holders covered by such request are sold, transferred, exchanged or disposed in accordance with such request, (b) the Demanding Holder or Holders requesting such Demand Registration are not entitled to include all of such Registrable Securities requested by such Demanding Holder or Holders in any offering, or (c) the Company has breached its obligations hereunder, then in any of such cases the Demanding Holder or Holders requesting such registration may elect to withdraw from or revoke such offering by giving written notice to the Company and the underwriter, to the extent applicable, of such Demanding Holder’s or Holders’ request to withdraw or revoke prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. If the Holder or Holders requesting such registration withdraw from or revoke the proposed offering relating to a Demand Registration in accordance with the previous sentence, then (x) such Holders shall have no further rights to include their Registrable Securities in such Demand Registration, (y) the

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Company shall cease all efforts to secure registration, and (z) the Company shall reimburse such Holder or Holders for all of their 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 Demanding Holder or Holders withdraw or revoke such offering, the Trust may (if it is participating in such offering) request the Company to continue with such registration and if the Trust provides 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 Demanding Holder or Holders and completed for the Trust shall not affect the calculations under Section 4(a)(i) or Section 4(a)(ii).

4.7 Withdrawal by the Trust. If the Trust withdraws from, revokes or terminates any proposed offering relating to a demand registration made under the Trust Registration Agreement, then (a) the Company shall notify the Holders in writing of such withdrawal, termination or revocation promptly after such event and (b) any Holder or Holders with at least $75 million in Registrable Securities may, within five Business Days of 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 Holders 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 Holders with the opportunity to request to register such amount of Registrable Securities as each Holder 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 Holders under this Article V shall be subject to the provision of Section 4.1(g) 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 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.

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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 Holders that have requested Registrable Securities to 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, the Trust and the Selling Holders in writing that, in its view, the total amount of shares of New Common Stock that the Company, such Holders and any Other Stockholders (including the Trust) propose to include in 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 Qualified Registrable Securities requested to be included in such Piggyback Registration by the Holders pursuant to Section 5.1 hereof and shares of New Common Stock requested to be included in such Piggyback Registration by the Trust pursuant to Section 5.1 of the Trust Registration Agreement, allocated among the participating Holders and the Trust 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 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 Trust) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Trust) 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 Qualified Registrable Securities requested to be included in such Piggyback Registration by the participating Holders pursuant to Section 5.1 hereof and shares of New Common Stock requested to be included in such Piggyback Registration by the Trust pursuant to Section 5.1 of the Trust Registration Agreement, allocated among such Holders and the Trust on a Pro Rata Basis; (C) third, up to a 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, as the basis of the number of Registrable Securities requested to be included herein 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

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requested to be included in such Piggyback Registration by the Other Stockholders (other than the Trust) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Trust) 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 rights of the Holders under this Section 5.2(ii) shall be subject to the provision of Section 4.1(g) 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 all Holders, 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) Any Holder of Registrable Securities requesting to be included 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 Holder’s request be made in writing and (ii) the withdrawal shall be irrevocable and, after making the withdrawal, a Holder 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 Trust Registration Agreement (other than on Form S-4 or Form S-8).

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

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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 Holders notice of such postponement or suspension (which notice need not specify the nature of the event giving rise to such suspension).

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 a Selling Holder 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 Selling Holders 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 Selling Holders (selected by JPM with respect to the Initial Registration Statement and if JPM is requesting registration of any of its Registrable Securities pursuant to Section 4.1(a)(x) to be included in the registration or if JPM is not requesting registration of any of its Registrable Securities pursuant to Section 4.1(a)(x), then the Majority Selling Holders 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 Selling Holders, 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 Selling Holders and the managing underwriter may reasonably propose;

(b) furnish, at its expense, to the Selling Holders 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 Selling Holders reasonably may request in writing from time to time;

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(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);

(d) promptly following its actual knowledge thereof (but in any event within two Business Days), notify the Selling Holders 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

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(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 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 Majority Selling Holders, or counsel retained by the Selling Holders’ 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 Selling Holders 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 Selling Holders 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 Selling Holders 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 each Selling Holder and the managing underwriter;

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(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 Selling Holder (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

(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 each Selling Holder, one firm of counsel for the Selling Holders 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 any Selling Holder 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

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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 all the Selling Holders and the other parties entitled thereto by the counsel to the Selling Holders 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 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) the Company shall use its reasonable best efforts to provide such information as may be reasonably required for any filings required to be made by the Selling Holders 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 Majority Selling Holders, 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 Holders 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 Majority Selling Holders or the managing underwriter for such Offerings).

7.2 Information from Holders; Holders’ Obligations.

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

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(b) Each Selling Holder that has requested inclusion of its Registrable Securities in any Registration Statement shall furnish to the Company (as a condition precedent to such Holder’s participation in such registration) a Questionnaire. Each Holder 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 such Holder, in light of the circumstances under which it was made, not misleading, any other information regarding such Holder 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) Each Selling Holder 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 such Selling Holder untrue in any material respect or that requires the making of any changes in a Registration Statement, Prospectus or Free Writing Prospectus so that, in such regard, it shall not contain any untrue statement of a material fact or omit any material fact required to be 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 a Holder’s Registrable Securities therein shall be conditioned, at the managing underwriter’s request, upon the execution and delivery by such Holder of an underwriting agreement; provided that the underwriting agreement is in customary form and reasonably acceptable to Company and the Majority Selling Holders of the Registrable Securities to be included in the Underwritten Offering.

(e) Each Selling Holder shall use commercially reasonable efforts to cooperate with the Company in preparing the applicable registration.

(f) Each Selling Holder agrees that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder has furnished the Company with the Questionnaire and Selling Holder Information relating to such Holder.

7.3 Suspension of Disposition.

(a) Each Selling Holder 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), such Holder 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 such Holder’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

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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 each Selling Holder of Registrable Securities covered by such Registration Statement 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) Each Selling Holder shall be deemed to have agreed that, upon receipt of any notice from the Company contemplated by Section 6.1, such Selling Holder 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 Holder’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 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 each Selling Holder of Registrable Securities covered by such Registration Statement 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, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’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

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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 Holders (by consent of (i) JPM, with respect to the Initial Registration Statement and if JPM is requesting registration of any of its Registrable Securities pursuant to Section 4.1(a)(x) to be included in the registration or (ii) in connection with Section 4.1(a)(y) or a Piggyback Registration, by consent of the Majority Selling Holders of Registrable Securities included in the applicable registration), considered collectively, within 30 days of presentation of an invoice approved by JPM or such Holders holding at least a majority of the Registrable Securities included in any applicable registration, as the case may be.

(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 shall be borne by the Holder owning such Registrable Securities.

Article VIII.

Indemnification

8.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Holder owning Registrable Securities registered pursuant to this Agreement, such Holder’s Affiliates, and their respective officers, directors, employees and agents, and each Person, if any, who controls any such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively referred to for purposes of this Article VIII as a “Holder”), 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 any Holder furnished to the Company in writing by such Holder 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

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Company by such participating Holder 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 any participating Holder or any such underwriter or controlling Person and shall survive the transfer of such securities by the Holder.

8.2 Indemnification by Holders. Each Holder 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 Holders, as incurred, but only with respect to information relating to such Holder furnished to the Company in writing by such Holder 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 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 Holders and such control Persons of the Holders shall be designated in writing by JPM 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

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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 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 Holder on the other hand with respect to the sale by such Holder 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 such Holder 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 pursuant to the sale of Shares contemplated by the Equity Commitment Agreement and in connection with the extinguishment of the Trust’s claims in accordance with the Amended Plan. Benefits received by any Holder 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 such Holder 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 such Holder and the parties’ relevant intent, knowledge, information and opportunity to correct or prevent such statement or omission.

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(b) The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Article VIII were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) 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 any Holder be required to contribute any amount in excess of the amount by which the total amount received by such Holder with respect to its sale of Registrable Securities pursuant to any Registration Statement exceeds the amount of any damages that such Holder 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 any Holder or any Person controlling any Holder 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 a Holder of Registrable Securities covered by any Registration Statement.

Article IX.

Free Writing Prospectuses

Except a Prospectus, an Issuer Free Writing Prospectus or other materials prepared by the Company, each Holder 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 New Common Stock, 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 in connection with the offer or sale of Registrable Securities without the prior written consent of JPM, or if JPM is not requesting registration of any of its Registrable Securities, then the Majority Selling Holders of Registrable Securities that are registered under the Registration Statement at such time as the approval of counsel for the holders of Registrable Securities (selected in accordance with Section 6.4 of the Agreement) to be included in an Underwritten Offering and, in connection with any Underwritten Offering, the underwriters.

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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 any Holder of Registrable Securities, furnish to such Holder 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 any Holder reasonably may request in availing itself of any rule or regulation of the SEC allowing such Holder 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 Holders, 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 a Holder, the Company shall take all reasonable steps necessary to assist and cooperate with such Holder to facilitate such sale or transfer, including taking the actions specified in Exhibit B hereto.

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 Trust. All notices, amendments and communications delivered in respect of or under the Trust Registration Agreement shall be delivered to the parties hereto 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):

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(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)	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
	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

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

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

(d) 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 or after the effective date of the Amended Plan.

12.2 Additional Investors. Each Person who is a party to the Syndication Agreement shall be shall be deemed to be an Investor upon execution and delivery of a joinder agreement in the form of Exhibit C (the “Joinder Agreement”). Only Persons (other than the initial signatories hereto) that execute a Joinder Agreement shall be deemed to be Investors. Except to the extent limited in any other joinder agreement, each Person that so becomes an Investor after the date hereof shall be entitled to all rights and privileges of an Investor as if such Investor had been an original signatory to this Agreement.

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 Holders set forth in this Agreement, the Company shall grant to the Holders the rights granted to such other Person; provided, however, that this Section 12.3 shall not apply to the Trust 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.

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 a Holder to any third party who purchases or is otherwise a permitted transferee of such Registrable Securities from the Holder, 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 D), and (ii) the Holder selling the Registrable Securities shall have delivered to the Secretary of the Company written notice of

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such transfer setting forth the name of such Holder, 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 an Investor to (x) any Affiliate of such Investor 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 such Investor hereunder and agrees in writing to be bound by the terms of this Agreement in the same manner as the Investor pursuant to a properly completed agreement substantially in the form of Exhibit D). 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, the Trust and, prior to the effective date of the Amended Plan with respect to the rights 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, 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) JPM and (iii) holders of a majority of commitments under the Syndication Agreement (excluding JPM), (B) if after the effective date of the Amended Plan, signed by (i) the Company, (ii) JPM (unless JPM holds no Registrable Securities and the Collars have terminated) and (iii) holders of a majority of the Registrable Securities consisting of Unsubscribed Shares and shares issued or issuable under the Collars; provided that without the consent of JPM, no provision of this Agreement relating to the rights of JPM with respect to registration of its Registrable Securities hereunder, including without limitation its rights under Section 4.1(a)(x), shall be modified or amended or (C) in the case of a waiver, by the party waiving compliance; and provided further that without the prior written consent of the parties required to amend the Trust Registration Agreement (or, prior to the effective date of the Amended Plan, without the prior written consent of the Future Claimants’ Representative and Caplin & Drysdale, Chartered, as counsel to the Official Creditors Committee Representing Holders of Asbestos Claims), this Agreement shall not be superseded, cancelled, renewed, extended, modified, amended or waived if such supersession, cancellation, renewal, extension, modification, amendment or waiver would directly or indirectly adversely affect the Trust’s rights or benefits under this Agreement or the Trust 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 cumulative and are not exclusive of any rights or remedies which any party otherwise may have at law or in equity.

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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 effective date of the Amended Plan, upon the earlier of (i) there are no Registrable Securities outstanding and the Collars have terminated or (ii) two years following the earlier of (x) the expiration of the Collars and (y) the purchase of all of the shares of New Common Stock subject to the Collars, except that this clause (ii) shall not be applicable to any Holder who is an Affiliate of the Company (as reasonably determined by such Holder based upon the advice of counsel) in which event this Agreement shall terminate one year after such Holder is no longer an Affiliate of the Company (as so determined). Notwithstanding anything to the contrary contained herein, this Agreement (other than the first proviso in Section 7.1(i), Section 7.4, Article VIII and Article XI hereof) shall terminate upon confirmation by the Bankruptcy Court of a plan of reorganization of the Company that does not include or contemplate at least one of (i) the Rights Offering (as defined in the Equity Commitment Agreement) or a substantially similar transaction, or (ii) the Collars or a substantially similar transaction, in either case pursuant to which the Investors may receive securities of the Company or any successor of the Company.

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

45

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.

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 Trust Registration Agreement in the form filed with this Agreement on the date hereof with the Bankruptcy Court.

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.

[Signature Page Follows]

46

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

OWENS CORNING
By:	/s/ Michael Thaman
Name:
Title:

INVESTORS J.P. MORGAN SECURITIES INC.
By:	/s/ John Abate
Name:
Title:
Each Investor party to the Syndication Agreement who shall sign a Joinder Agreement pursuant to Section 12.2 hereof.

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  ¨        No  ¨

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  ¨        No  ¨

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  ¨        No  ¨

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  ¨        No  ¨

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

Yes  ¨        No  ¨

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  ¨        No  ¨

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.

Exh. A-3

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 Holders, and any potential buyers of the Registrable Securities (the “Private Securities”) designated by the Holders 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 Holders (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 Holders (or any Affiliate of the Holders designated by the Holders) providing for the purchase and resale by the Holders (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 Holders (or such Affiliate) and (without limitation of the foregoing) shall:

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

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

(iv) provide for the delivery to the Holders (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 Holders and resales of the Private Securities by the Holders (or such Affiliate), and the lack of material misstatements and omissions in the Company’s filings under the Exchange Act).

Exh. B-1

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

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT is made and entered into by the undersigned with reference to the following facts:

Reference is made to the Registration Rights Agreement, dated as of July 7, 2006, as amended (the “Registration Rights Agreement”), by and among Owens Corning, a Delaware corporation (the “Company”), J.P. Morgan Securities Inc. (“JPMorgan Securities”) and any other parties identified on the signature pages of any joinder agreements substantially similar to this Joinder Agreement executed and delivered pursuant to Section 12.2 of the Registration Rights Agreement. Capitalized terms used but not defined in this Joinder Agreement shall have the meanings ascribed thereto in the Registration Rights Agreement.

As a condition to the acquisition of ownership of the New Common Stock in the amount specified below, the undersigned agrees as follows:

1. The undersigned hereby agrees to be bound by the provisions of the Registration Rights Agreement and undertakes to perform each obligation as if an “Investor” thereunder and an original signatory thereto in such capacity.

2. This Joinder Agreement shall bind, and inure to the benefit of, the parties hereto and their respective devisees, heirs, personal and legal representatives, executors, administrators, successors and assigns.

3. This Joinder Agreement shall be construed and enforced in accordance with the laws of the State of Delaware without regard or giving effect to its principles of conflicts of law.

[Remainder of Page Intentionally Left Blank]

Exh. C-1

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement this                     , 200  .

(Print Name of Investor)

By:

Name:

Title:

Address and Facsimile Number for Notices:

I.R.S. I.D. #:                                 

Acknowledged and Agreed by:

OWENS CORNING

Name:

Title:

Exh. C-2

Exhibit D

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 initially among the Company and the Holders 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 as a Holder 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. D-1

Exhibit P-2

Trust Registration Rights Agreement

Exhibit P-2

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 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.

2

“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 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.

3

“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.

4

“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.

5

“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

6

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).

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4.5 Revocation of Demand Registration.

(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 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).

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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 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.

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

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

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

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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
Name:
Title:

[THE OWENS CORNING/FIBREBOARD ASBESTOS PERSONAL INJURY TRUST]
By:
Name:
	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  ¨        No  ¨

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  ¨        No  ¨

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  ¨        No  ¨

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  ¨        No  ¨

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

Yes  ¨        No  ¨

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  ¨        No  ¨

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.

Exh. A-3

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

Exh. B-1

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

Exhibit Q

Principal Terms and Conditions of the Trust Stock Pledge

[To be provided no later than ten (10)

Business Days prior to the Objection Deadline]

EX-10

EXHIBIT 10

EQUITY COMMITMENT AGREEMENT

May 10, 2006

J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

Subject to the approval of this Agreement by the Bankruptcy Court (as defined below), Owens Corning, a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable, the “Company”), proposes to offer and sell shares of its new common stock, par value $0.10 per share, to be issued pursuant to its Amended Plan (as defined below) (together with any associated share purchase rights other than the Rights (as defined below), “New Common Stock”), pursuant to a rights offering (the “Rights Offering”) whereby each holder of a Bondholder Claim, and each Holder of an Allowed Class A6-A Claim or an Allowed Class A6-B Claim (each an “Eligible Holder”), as of the date (the “Record Date”) fixed by the Bankruptcy Court for the solicitation of acceptances and rejections of the Amended Plan, shall be offered the right (each, a “Right”) to purchase up to its Pro Rata share of 72,900,000 shares (each a “Share”) of New Common Stock at a purchase price of $30.00 per Share (the “Purchase Price”). Each capitalized term used but not defined in this letter (the “Agreement”) shall have the meaning given to it in the Fifth Amended Joint Plan of Reorganization for Owens Corning and its Affiliated Debtors and Debtors-In-Possession filed on December 31, 2005 (as it may have been amended or supplemented, the “Existing Plan”).

In order to facilitate the Rights Offering, pursuant to this Agreement, and subject to the terms, conditions and limitations set forth herein, J.P. Morgan Securities Inc. (the “Investor”), agrees to purchase on the Closing Date (as defined in Section 2), and the Company agrees to sell, for the Purchase Price per share, a 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 purchased on or before the Expiration Time (as defined below) in the Rights Offering (such Shares in the aggregate, the “Unsubscribed Shares”).

The Company will conduct the Rights Offering pursuant to an amended plan of reorganization (the “Amended Plan”), which shall include only those revisions, modifications and amendments to the Existing Plan as necessary to incorporate the Company’s proposed restructuring transactions described in the term sheet attached hereto as Exhibit A (the “Settlement Term Sheet”) and such other revisions, modifications and amendments that the Company and the other proponents of the Amended Plan (“Amended Plan Proponents”) deem necessary or appropriate and that shall not (i) materially adversely affect the obligations or rights of the Investor hereunder, (ii) cause any representation or warranty contained herein to be incorrect or (iii) be inconsistent with the terms of the Settlement Term Sheet, and shall be approved by the court (together with the applicable District Court, to the extent District Court approval of the Amended Plan is sought or required, the “Bankruptcy Court”) administering the Company’s proceedings (the “Proceedings”) under the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”).

Simultaneously with the delivery of this Agreement, (i) the Company (subject, however, to Bankruptcy Court approval), the Asbestos Claimants Committee, the Future Claimants’ Representative and certain Bondholders have entered into the Lockup Agreement, attached hereto as Exhibit B (the “Lock-Up Agreement”) and (ii) the Investor and certain Persons (collectively, the “Ultimate Purchasers”) have entered into a syndication agreement (the “Syndication Agreement”), pursuant to which the Ultimate Purchasers have agreed to purchase certain Unsubscribed Shares from the Investor in the event the Investor purchases Unsubscribed Shares under this Agreement.

In consideration of the foregoing, and the representations, warranties and covenants set forth herein, and other good and valuable consideration, the Company and the Investor agree as follows:

1. The Rights Offering. The Rights Offering will be conducted as follows:

(a) Subject to the terms and conditions of this Agreement (including Bankruptcy Court approval), the Company hereby undertakes to offer Shares for subscription by holders of Rights as set forth in this Agreement.

(b) In connection with the Amended Plan the Company shall issue Rights to purchase 72,900,000 Shares in the aggregate. Each Eligible Holder as of the Record Date will receive a Right to purchase up to its Pro Rata share of 72,900,000 Shares. The ballot form(s) (the “Ballots”) distributed in connection with the solicitation of acceptance of the Amended Plan shall provide a place whereby each Eligible Holder may exercise its Right. The Rights may be exercised during a period (the “Rights Exercise Period”) specified in the Amended Plan, which period will commence on the date the Ballots are distributed and will end at the Expiration Time. For the purposes of this Agreement, the “Expiration Time” means 5:00 p.m. New York City time on the 20th calendar day (or if such day is not a Business Day, the next Business Day) after the date the Ballots are distributed under the Amended Plan, or such later date as the Company, subject to the approval of the Investor (which shall not be unreasonably withheld) and the reasonable consent of the other Amended Plan Proponents, may specify in a notice provided to the Investor before 9:00 a.m. New York City time on the Business Day before the then-effective Expiration Time. For the purposes of this Agreement, “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close. Subject to the approval of this Agreement by the Bankruptcy Court, the Amended Plan shall provide that in order to exercise a Right, each Eligible Holder shall, prior to the Expiration Time, (i) return a duly executed Ballot to the Subscription Agent (as defined below) and (ii) pay an amount equal to the full purchase price of the number of shares of New Common Stock elected to be purchased by such Eligible Holder by wire transfer of immediately available funds reasonably in advance of the date on which the hearing to confirm the Amended Plan is scheduled to commence (the “Confirmation Hearing”) to an escrow account established for the Rights Offering.

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(c) There will be no over-subscription rights provided in connection with the Rights Offering.

(d) The Company will issue the Shares to the Eligible Holders with respect to which Rights were validly exercised by such holder upon the effective date of the Amended Plan (the “Effective Date”). If the exercise of a Right would result in the issuance of a fractional share of New Common Stock, then the number of shares of New Common Stock to be issued in respect of such Right will be calculated to one decimal place and rounded down to the next lower whole share.

(e) The Amended Plan will provide that the Company or the Subscription Agent (as defined below) will give notice to each Eligible Holder with respect to which Rights were validly exercised by such holder, advising them of (i) the number of whole shares of New Common Stock that they are bound to purchase pursuant to the Rights Offering, and the aggregate purchase price thereof and (ii) the date or time after the notice by which a wire transfer of such purchase price must be received and (iii) wire transfer instructions for wiring such purchase price to the subscription agent for the Rights Offering (the “Subscription Agent”) or another person designated by the Company.

(f) The Company hereby agrees and undertakes to give the Investor by electronic facsimile transmission the certification by an executive officer of the Company conforming to the requirements specified herein for such certification of either (i) the number of Unsubscribed Shares and the aggregate Purchase Price therefor (a “Purchase Notice”) or (ii) in the absence of any Unsubscribed Shares, the fact that there are no Unsubscribed Shares and that the Backstop Commitment (as defined below) is terminated (a “Satisfaction Notice”) as soon as practicable after the Expiration Time and, in any event, reasonably in advance of the Closing Date (to be specified in the Agreement Order) (the date of transmission of confirmation of a Purchase Notice or a Satisfaction Notice, the “Determination Date”).

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2. The Backstop Commitment.

(a) On the basis of the representations and warranties contained herein, but subject to the conditions set forth in Section 7 (including without limitation the entry of the Agreement Order (as defined below) and the Agreement Order becoming a Final Agreement Order), the Investor agrees to subscribe for and purchase on the Closing Date, and the Company agrees to sell and issue, at the aggregate Purchase Price therefor, all Unsubscribed Shares as of the Expiration Time (the “Backstop Commitment”). For purposes of this Agreement, “Final Agreement Order” shall mean an order or judgment of the Bankruptcy Court, which has not been reversed, stayed, modified or amended, and as to which (a) the time to appeal, seek certiorari or request reargument or further review or rehearing has expired and no appeal, petition for certiorari or request for reargument or further review or rehearing has been timely filed, or (b) any appeal that has been or may be taken or any petition for certiorari or request for reargument or further review or rehearing that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed, from which certiorari was sought or to which the request was made and no further appeal or petition for certiorari has been or can be taken or granted.

(b) On the basis of the representations and warranties herein contained, but subject to the entry of the Agreement Order, the Company will pay to the Investor a backstop fee of $100,000,000 (the “Backstop Fee”) to compensate the Investor for the risk of its undertaking herein. The Backstop Fee will be paid in U.S. dollars on the first Business Day after the tenth day after the entry of the Agreement Order; it being understood that in the event the Agreement Order is appealed, and the highest court to which the Agreement Order was appealed issues an order vacating or reversing the Agreement Order and further orders disgorgement of all or a portion of the Backstop Fee, the Investor shall promptly return to the Company the portion of the Backstop Fee required to be so disgorged. Subject to the entry of the Agreement Order, the Extension Fee (as defined below), if any, will be paid by the Company as provided in Section 10(a)(ii); it being understood that in the event the Agreement Order is appealed, and the highest court to which the Agreement Order was appealed issues an order vacating or reversing the Agreement Order and further orders disgorgement of all or a portion of the Extension Fee, the Investor shall promptly return to the Company the portion of the Extension Fee required to be so disgorged. Payment of the Backstop Fee and the Extension Fee, if any, will be made by wire transfer of federal (same day) funds to the account specified by the Investor to the Company at least 24 hours in advance; provided, that if the Investor receives the Backstop Fee, the Investor shall waive any of its rights to receive indirect, consequential or punitive damages in connection with this Agreement and the transactions contemplated hereby. Except as set forth herein, the Backstop Fee and the Extension Fee, if any, will be nonrefundable when paid.

(c) Upon the entry of the Agreement Order, the Company will reimburse or pay, as the case may be, the out-of-pocket expenses reasonably incurred by the Investor with respect to the transactions contemplated hereby and all Bankruptcy Court and other judicial and regulatory proceedings related to such transactions (collectively, “Transaction Expenses”), including all reasonable fees and expenses of both Simpson Thacher & Bartlett LLP and Stroock & Stroock & Lavan LLP, counsel to the Investor, and reasonable fees and expenses of any other professionals to be retained by the Investor with the prior approval of the Company (which approval shall not be unreasonably withheld) in connection with the transactions contemplated by the Settlement

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Term Sheet, within 10 days of presentation of an invoice approved by the Investor, without Bankruptcy Court review or further Bankruptcy Court order, whether or not the transactions contemplated hereby are consummated; it being understood that in the event the Agreement Order is appealed, and the highest court to which the Agreement Order was appealed issues an order vacating or reversing the Agreement Order and further orders disgorgement of all or a portion of the Transaction Expenses, the Investor shall promptly return to the Company the portion of the Transaction Expenses required to be so disgorged. Subject to the entry of the Agreement Order, the filing fee, if any, required by the HSR Act (as defined below) shall be paid by the Company on behalf of the Investor when filings under the HSR Act are made, together with all expenses of the Investor incurred to comply therewith. These obligations are in addition to, and do not limit, the Company’s obligations under Section 8.

(d) As promptly as practicable, but in any event at least four (4) Business Days prior to the Closing Date, the Company will provide a Purchase Notice or a Satisfaction Notice to the Investor as provided above, setting forth a true and accurate determination of the aggregate number of Unsubscribed Shares, if any; provided, that on the Closing Date the Investor will purchase, and the Company will sell, only such number of Unsubscribed Shares as are listed in the Purchase Notice, without prejudice to the rights of the Investor to seek later an upward or downward adjustment if the number of Unsubscribed Shares in such Purchase Notice is inaccurate.

(e) Delivery of the Unsubscribed Shares will be made by the Company to the account of the Investor (or to such other accounts as the Investor may designate) at 9:00 a.m., New York City time, on the Effective Date (the “Closing Date”) against payment of the aggregate Purchase Price for the Shares by wire transfer of federal (same day) funds to the account specified by the Company to the Investor at least 24 hours in advance.

(f) All Unsubscribed Shares will be delivered with any and all issue, stamp, transfer or similar taxes or duties payable in connection with such delivery duly paid by the Company to the extent required under the Confirmation Order or applicable law.

(g) The documents to be delivered on the Closing Date by or on behalf of the parties hereto and the Unsubscribed Shares will be delivered at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Ave, New York, New York 10017 on the Closing Date.

(h) Notwithstanding anything to the contrary in this Agreement, the Investor, in its sole discretion, may designate that some or all of the Shares be issued in the name of, and delivered to, one or more of its Affiliates or to any other Person, including any Ultimate Purchaser.

3. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Investor as set forth below. Except for representations, warranties and agreements that are expressly limited as to their date, each representation, warranty and agreement is made as of the date hereof and as of the Closing Date:

(a) Incorporation and Qualification. The Company and each of its Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of

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their respective jurisdictions of incorporation, 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 corporation 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 3(g) below, to consummate the transactions contemplated by this Agreement or the Amended Plan (a “Material Adverse Effect”).

(b) Corporate Power and Authority.

(i) (A) 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 Confirmation Order (together, the “Court Orders”) and the expiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Rules 6004(h) and 3020(e) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) respectively, to perform its obligations hereunder and thereunder, including the issuance of the Rights and Shares. The Company has taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of this Agreement, including the issuance of the Rights and Shares, other than board of directors’ approval of, or other board action to be taken with respect to, the documents to implement the Rights Offering.

(B) When executed and delivered, the Company will have the requisite corporate power and authority to enter into, execute and deliver the Registration Rights Agreement (as defined in Section 5(n) hereof) and all necessary corporate action required for the due authorization, execution, delivery and, subject to entry of the Court Orders and the expiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rules 6004(h) and 3020(e), respectively, performance of the Registration Rights Agreement will have been taken by the Company.

(ii) Prior to the entry of the Agreement Order, the Company will have the requisite corporate power and authority to execute the Amended Plan and to file the Amended Plan with the Bankruptcy Court and, subject to entry of the Confirmation Order and the expiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rule 3020(e), to perform its obligations thereunder, and will have taken all necessary corporate actions required for the due authorization, execution, delivery and performance by it of the Amended Plan.

(c) Execution and Delivery; Enforceability.

(i) This Agreement has been and the Registration Rights Agreement will be 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 the 10-day period set forth in Bankruptcy Rule 6004(h), each such document will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

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(ii) The Amended Plan will be duly and validly filed with the Bankruptcy Court by the Company and, upon the entry of the Confirmation Order and the expiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rule 3020(e), will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

(d) Authorized Capital Stock. Upon the Effective Date, the authorized capital stock of the Company will conform to the authorized capital stock set forth in the Disclosure Statement and the issued and outstanding shares of capital stock of the Company will conform to the description set forth in the Settlement Term Sheet.

(e) Issuance. Subject to the approval of this Agreement by the Bankruptcy Court, the distribution of the Rights and issuance of the Shares, including the Shares to be issued and sold by the Company to the Investor hereunder, have been duly and validly authorized and, when the Shares are issued and delivered against payment therefor in the Rights Offering or to the Investor hereunder, will be 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 Court Orders and the expiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rules 6004(h) and 3020(e), as applicable, the distribution of the Rights, the sale, issuance and delivery of the Shares upon exercise of the Rights and the consummation of the Rights Offering by the Company and the execution and delivery (or, with respect to the Amended Plan, the filing) by the Company of this Agreement and the Amended Plan and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein (including compliance by the Investor with its obligations hereunder and thereunder) (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 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 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 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 (w) the registration under the Securities Act of 1933 and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”) of resales of the Shares following exercise of Rights, (x) the approval by the Bankruptcy Court of the Company’s authority to enter into and

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implement this Agreement, (y) filings with respect to and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Act (the “HSR Act”) relating to the placement of Shares with the Investor and (z) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase of the Shares by the Investor.

(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 distribution of the Rights, the sale, issuance and delivery of the Shares upon exercise of the Rights or to Investor hereunder and the consummation of the Rights Offering by the Company and the execution and delivery by the Company of this Agreement, the Registration Rights Agreement or the Amended Plan and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (i) the entry of the Court Orders and the expiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rules 6004(h) and 3020(e), as applicable, (ii) the registration under the Securities Act of resales of the Unsubscribed Shares, (iii) filings with respect to and the expiration or termination of the waiting period under the HSR Act relating to the placement of Shares with the Investor, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Incorporation to be applicable to the Company from and after the Effective Date and (v) such consents, approvals, authorizations, registrations or qualifications (x) as may be required under NYSE or Nasdaq rules and regulations in order to consummate the transactions contemplated herein, (y) as may be required under state securities or Blue Sky laws in connection with the purchase of the Shares by the Investor 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 Investor 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 Investor is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. 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 Investor shall have no responsibility or liability to the Company with respect thereto. Any review by the Investor of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Investor and shall not be on behalf of the Company.

(i) Non-public information. As of the date hereof, all material non-public information relevant to the valuation of the Company which has been made available to the Investor has also been made available to the representatives of the Asbestos Claimants Committee.

(j) Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated Subsidiaries included or incorporated by reference in the

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Disclosure Statement, the Exchange Act Documents (as defined below), and to be included or incorporated by reference in the Registration Statement (as defined below) and the Prospectus, comply in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934 and the rules and regulation of the Commission thereunder (the “Exchange Act”) and the Bankruptcy Code, as applicable, 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 and the changes in their cash flows 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 (except as disclosed in the Exchange Act Documents), and the supporting schedules included or incorporated by reference in the Disclosure Statement and the Exchange Act Documents, and to be included or incorporated by reference in the Registration Statement and the Prospectus, present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Disclosure Statement and the Exchange Act Documents, and to be included or incorporated by reference in the Registration Statement and the Prospectus, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown thereby; and the pro forma financial information and the related notes thereto included or incorporated by reference in the Disclosure Statement and the Exchange Act Documents, and to be included in the Registration Statement and the Prospectus, has been prepared in accordance with 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 Disclosure Statement and the Exchange Act Documents and will be set forth in the Registration Statement and the Prospectus when they become effective. Notwithstanding the foregoing, the Investor acknowledges that the financial position of the Company reflected in the financial information included or incorporated by reference in the Disclosure Statement and the Exchange Act Documents, to be included or incorporated by reference in the Registration Statement and the Prospectus, does not reflect implementation of “fresh start” accounting pursuant to Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” by the American Institute of Certified Public Accountants.

(k) Disclosure Statement and Exchange Act Documents. The Disclosure Statement, when it was filed with the Bankruptcy Court, and the documents filed under the Exchange Act with the Commission prior to the date of this Agreement (the “Exchange Act Documents”), when they became effective or were filed with the Commission, as the case may be, conformed in all material respects, in the case of the Disclosure Statement, to the Bankruptcy Code, and in the case of the Exchange Act Documents, to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such Disclosure Statement or Exchange Act 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 Disclosure Statement or the Prospectus, as the case may be, when such documents become effective or are filed with the Bankruptcy Court or the Commission, as the case may be, will conform in all material respects to, in the case of the Disclosure Statement, the requirements of the Bankruptcy Code, and in the case of documents filed under the Exchange Act, the requirements of the Exchange Act, as applicable, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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(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 Investor furnished to the Company in writing by the Investor 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 Commission 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 430A Information, and the term “Prospectus” means the prospectus in the form first used to confirm sales of the Shares.

(m) Registration Statement and Prospectus. As of the effective date of the Registration Statement, the Registration Statement 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 not misleading; and as of the applicable filing date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, 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 Investor or the Ultimate Purchasers furnished to the Company in writing by the Investor or the Ultimate Purchasers expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

(n) No Material Adverse Change. As of the date hereof, since December 31, 2005, (i) there has not been any change in the capital stock or long-term debt of the Company or any of its 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 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 Subsidiaries has sustained any material loss or 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 each case (x) as otherwise disclosed in the Disclosure Statement or the Exchange Act Documents and (y) the transactions contemplated hereby or by the Settlement Term Sheet.

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(o) Descriptions of the Transaction Documents. Each of this Agreement, the Registration Rights Agreement, the Syndication Agreement, the Collars, the Amended Plan, the Agreement Order and the Confirmation Order (collectively, the “Transaction Documents”) will conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus.

(p) No Violation or Default. As of the date hereof, neither the Company nor any of its Significant Subsidiaries is in violation of its charter or by-laws or similar organizational documents. As of the date hereof, neither the Company nor any of its Subsidiaries is: (i) except as a result of the Proceedings, in default, and 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 term, covenant or condition contained in 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; 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 a Material Adverse Effect.

(q) Legal Proceedings. Except as described in the Disclosure Statement or the Exchange Act Documents, as of the date hereof, 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 best 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 that are not so described and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Act to be filed as exhibits to the Exchange Act Documents or described in the Exchange Act Documents that are not so filed or described.

(r) Independent Accountants. PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”), who have certified certain financial statements of the Company and its Subsidiaries are independent public accountants with respect to the Company and its Subsidiaries as required by the Securities Act.

(s) Title to Intellectual Property. As of the date hereof, the Company and its Subsidiaries own or possess 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 as of the date hereof,

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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 notice of any material claim of infringement or conflict with any such material rights of others.

(t) No Undisclosed Relationships. As of the date hereof, no relationship, direct or indirect, exists between or among the Company or any of its Subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its Subsidiaries, on the other, that is required by the Exchange Act to be described in the Exchange Act Documents and that are not described.

(u) Investment Company Act. As of the date hereof, the Company is not and, after giving effect to the offering and sale of the Shares 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 Commission thereunder.

(v) Licenses and Permits. As of the date hereof, the Company and its Subsidiaries possess all 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 Disclosure Statement and the Exchange Act Documents, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and as of the date hereof, except as described in the Disclosure Statement and the Exchange Act Documents and except as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has received 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. As of the date hereof, the Company and its 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, have a Material Adverse Effect.

(x) Compliance With ERISA. As of the date hereof, 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 Internal Revenue Code of

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1986, as amended (the “Code”), except where the failure to comply with such applicable statutes, orders, rules and regulations would not, individually or in the aggregate, have a Material Adverse Effect, 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; and for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has, as of the date hereof, been incurred, whether or not waived, and, as of the date hereof, the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions.

(y) Accounting Controls. As of the date hereof, 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. As of the date hereof, the Company and its Subsidiaries have insurance covering their respective properties, 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 and its Subsidiaries; and, as of the date hereof, neither the Company nor any of its Subsidiaries has (i) received 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 similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

(aa) No Unlawful Payments. As of the date hereof, neither the Company nor any of its Subsidiaries nor, to the best 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 Restrictions on Subsidiaries. Except as described in the Disclosure Statement or otherwise set forth in the record of the Proceedings, and subject to the Bankruptcy Code, no Subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the

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Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s properties or assets to the Company or any other Subsidiary of the Company.

(cc) No Broker’s Fees. Neither the Company nor any of its Subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of its Subsidiaries or the Investor for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Rights or the Shares.

(dd) No Registration Rights. Except as will be expressly provided in the Registration Rights Agreement or the Disclosure Statement, 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 Commission or the issuance and sale of the Rights and the Shares.

(ee) 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.

(ff) 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.

(gg) Margin Rules. Neither the issuance, sale and delivery of the Rights or the Shares nor the application of the proceeds thereof by the Company as to be described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(hh) 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 case of the Disclosure Statement and the Exchange Act Documents, has been made or reaffirmed, and in the case of the Registration Statement and the Prospectus, will be made or reaffirmed, without a reasonable basis or has been disclosed other than in good faith.

(ii) 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 to be included in the Disclosure Statement, Registration Statement and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

4. Representations and Warranties of the Investor. The Investor represents and warrants to, and agrees with, the Company as set forth below. Each representation, warranty and agreement is made as of the date hereof and as of the Closing Date:

(a) Incorporation. The Investor has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware.

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(b) Corporate Power and Authority. The Investor has the requisite corporate power and authority to enter into, execute and deliver this Agreement and to perform its obligations hereunder and thereunder and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of this Agreement and the Registration Rights Agreement.

(c) Execution and Delivery. This Agreement has been duly and validly executed and delivered by the Investor and constitutes its valid and binding obligation, enforceable against it in accordance with its terms.

(d) Securities Laws Compliance. The Unsubscribed Shares will not be offered for sale, sold or otherwise transferred by the Investor except pursuant to a registration statement or in a transaction exempt from or not subject to registration under the Securities Act and any applicable state securities laws.

(e) Sophistication. The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Shares being acquired hereunder. The Investor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. The Investor understands and is able to bear any economic risks associated with such investment (including, without limitation, the necessity of holding the Shares for an indefinite period of time).

(f) Information. The Investor acknowledges that it has been afforded the opportunity to ask questions and receive answers concerning the Company and to obtain additional information that it has requested to verify the accuracy of the information contained herein. Notwithstanding the foregoing, nothing contained herein will operate to modify or limit in any respect the representations and warranties of the Company or to relieve it from any obligations to the Investor for breach thereof or the making of misleading statements or the omission of material facts in connection with the transactions contemplated herein.

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5. Additional Covenants of the Company. The Company agrees with the Investor:

(a) Agreement Motion and Agreement Order. To file a motion and supporting papers (the “Agreement Motion”) (including an order in form and substance satisfactory to each of the Company and the Investor) seeking an order of the Bankruptcy Court (the “Agreement Order”) approving this Agreement and the exhibits attached hereto, the Syndication Agreement, the payment of the Backstop Fee, Extension Fee and Termination Fee provided for herein, and the release and exculpation of the Investor, its affiliates, representatives and advisors from any liability for participation in the transactions contemplated hereby, by the Registration Rights Agreement, the Amended Plan and the Syndication Agreement to the fullest extent permitted under applicable law. The Company agrees that it shall use its reasonable best efforts, subject to any applicable fiduciary duties, to (i) fully support the Agreement Motion, and any application seeking Bankruptcy Court approval and authorization to pay the fees and expenses hereunder including the Termination Fee, if any, as an administrative expense of the estate, including, but not limited to, filing supporting affidavits on behalf of the Company and/or its financial advisor and providing the testimony of the affiants if needed and (ii) obtain approval of the Agreement Order as soon as practicable following the filing of the motion therefor.

(b) Amended Plan and Amended Disclosure Statement. To file the Amended Plan (and a related disclosure statement (the “Amended Disclosure Statement”)) in a form that is reasonably satisfactory to the Company and the other Amended Plan Proponents, and that is consistent in all material respects with the Settlement Term Sheet, and to use its reasonable best efforts to obtain the entry of the Confirmation Order by the Bankruptcy Court. The Company will, subject to the reasonable consent of the other Amended Plan Proponents, authorize, execute, file with the Bankruptcy Court and seek confirmation of, an Amended Plan that (i) is consistent in all material respects with this Agreement, (ii) provides for the release and exculpation of the Investor, its affiliates, representatives and advisors to the fullest extent permitted under applicable law, and (iii) has conditions to confirmation and the effective date of the Amended Plan (and to what extent any such conditions can be waived and by whom) that are reasonably consistent with this Agreement. The Company will provide to the Investor and its counsel a copy of the Amended Plan and the Amended Disclosure Statement and a reasonable opportunity to review and comment on such documents prior to such documents being filed with the Bankruptcy Court. In addition, the Company will provide to the Investor and its counsel a copy of the Confirmation Order and a reasonable opportunity to review and comment on such order prior to such order being filed with the Bankruptcy Court.

(c) Rights Offering. To effectuate the Rights Offering as provided herein and to use reasonable best efforts to seek entry of an order of the Bankruptcy Court, prior to the commencement of the Rights Offering, authorizing the Company to conduct the Rights Offering pursuant to the securities exemption provisions set forth in section 1145(a) of the Bankruptcy Code.

(d) Listing. To use reasonable best efforts to list and maintain the listing of the New Common Stock (and any applicable associated share purchase rights) on the NYSE or the quotation of the New Common Stock (and any applicable associated share purchase rights) on the Nasdaq National Market.

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(e) Notification. To notify, or to cause the Subscription Agent to notify, on each Friday during the Rights Exercise Period and on each Business Day during the five Business Days prior to the Expiration Time (and any extensions thereto), or more frequently if reasonably requested by the Investor, the Investor of the aggregate number of Rights known by the Company or the Subscription Agent to have been exercised pursuant to the Rights Offering as of the close of business on the preceding Business Day or the most recent practicable time before such request, as the case may be.

(f) Unsubscribed Shares. To determine the number of Unsubscribed Shares, if any, in good faith, to provide a Purchase Notice or a Satisfaction Notice that accurately reflects the number of Unsubscribed Shares as so determined and to provide to the Investor a certification by the Subscription Agent of the Unsubscribed Shares or, if such certification is not available, such written backup to the determination of the Unsubscribed Shares as Investor may reasonably request.

(g) Stock Splits, Dividends, etc. In the event of any stock split, stock dividend, stock combination or similar transaction affecting the number of issued and outstanding shares of New Common Stock, the Purchase Price and the number of Unsubscribed Shares to be purchased hereunder will be proportionally adjusted to reflect the increase or decrease in the number of issued and outstanding shares of New Common Stock.

(h) HSR. To use its reasonable best efforts to promptly 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 purchase of Shares hereunder, and not to 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 by this Agreement.

(i) Effectiveness of the Registration Statement. To use its reasonable best efforts to prepare and file, in cooperation with the Investor, a shelf registration statement (the “Registration Statement”) covering resales of New Common Stock held by the Investor and the Ultimate Purchasers as soon as practicable after the date hereof and provide the Investor with a reasonable opportunity to review and propose changes to the Registration Statement before any filing with the Commission; to advise the Investor, promptly after it receives notice thereof, of the time when the Registration Statement has been filed or has become effective or any prospectus or prospectus supplement has been filed and to furnish the Investor with copies thereof; to advise the Investor promptly after it receives notice thereof of any comments or inquiries by the Commission (and to furnish the Investor with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or prospectus or for additional information. The foregoing provisions, as well as provisions applicable to customary demand and piggyback registration rights, shall be set forth in the Registration Rights Agreement.

(j) Clear Market. For a period of 180 days after the Closing Date (unless the Put Agreement (as defined in Section 5(n)) has been entered into, in which case, until the end of the

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exercise period under the Put Agreements (as defined below)) (the “Restricted Period”), the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for capital stock of the Company or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the capital stock of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of capital stock of the Company or such other securities, in cash or otherwise, without the prior written consent of the Investor, except for (i) Rights and New Common Stock issuable upon exercise of Rights, (ii) shares of New Common Stock issued upon the exercise of any stock options outstanding as of the Effective Date, (iii) the issuance of New Common Stock and other equity interests as set forth in the Settlement Term Sheet and pursuant to the Amended Plan and (iv) the issuance in the aggregate of up to 5% of the outstanding New Common Stock as of the Closing Date. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

(k) Use of Proceeds. The Company will apply the net proceeds from the sale of the Rights or the Shares as provided in the Settlement Term Sheet under the heading “Use of Proceeds”.

(l) No Stabilization. The Company will not take, 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.

(m) Reports. So long as the Investor holds Shares, the Company will furnish to the Investor, as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Rights or the Shares, as the case may be, and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic quotation system.

(n) Put Agreements; Call Agreements; and Registration Rights Agreements. The Company agrees that it shall file with the Bankruptcy Court no less than 5 Business Days prior to the hearing to approve the Amended Disclosure Statement forms of (i) definitive agreements, reasonably satisfactory to the Investor, relating to obligations of the Ultimate Purchasers to purchase 28.6 million shares of New Common Stock from the Asbestos PI Trust (the “Put Agreements”), and relating to obligations of the Asbestos PI Trust to sell 28.6 million shares of New Common Stock to the Ultimate Purchasers (the “Call Agreements” and together with the Put Agreement, the “Collars”), and (ii) a registration rights agreement (the “Registration Rights Agreement”) in form and substance reasonably satisfactory to the Company and the Investor and which shall include the terms set forth in Exhibit C hereto. The Company and the Investor shall use reasonable best efforts to negotiate and execute, and seek Bankruptcy Court approval of, the

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Registration Rights Agreement as promptly as practicable; provided that, the Company shall not be required to seek an approval outside of the Confirmation Hearing to approve the Registration Rights Agreement.

6. Additional Covenants of the Investor. The Investor agrees with the Company:

(a) Information. To provide the Company with such information as the Company reasonably requests regarding the Investor for inclusion in the Registration Statement and the Disclosure Statement.

(b) HSR Act. To use reasonable best efforts to promptly 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 purchase of Shares hereunder, and not to 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 by this Agreement.

(c) To use reasonable efforts to facilitate the entry of the Agreement Order.

(d) To not file any pleading or take any other action in the Bankruptcy Court with respect to this Agreement, the Amended Plan, the Amended Disclosure Statement or the Confirmation Order of the consummation of the transactions contemplated hereby or thereby that is inconsistent in any material respect with this Agreement or the Company’s efforts to obtain the entry of court orders consistent with this Agreement.

(e) Document Approval. To approve the documents listed in subparts (i) through (iii) of Section 7(b) within the time limits set forth therein so long as such documents satisfy the criteria set forth in subparts (i) through (iii) of such section.

7. Conditions to the Obligations of the Investor. The obligation of the Investor to purchase the Unsubscribed Shares pursuant to the Backstop Commitment on the Closing Date are subject to the following conditions:

(a) Agreement Order. The Agreement Order shall have been entered by the Bankruptcy Court in the form satisfactory to each of the Company and the Investor, and the Agreement Order shall have become a Final Agreement Order.

(b) Approval of Amended Plan. The Investor shall have approved in writing (i) prior to filing with the Bankruptcy Court, a draft of the Amended Plan that (A) is consistent in all material respects with this Agreement, (B) is consistent in all material respects with the Settlement Term Sheet, (C) provides for the release and exculpation of the Investor, its affiliates, representatives and advisors to the fullest extent permitted under applicable law, and (D) has conditions to confirmation and the effective date of the plan (and to what extent any such conditions can be waived and by whom) that are consistent with this Agreement in all material respects; (ii) prior to filing with the Bankruptcy Court, a draft of the Amended Disclosure Statement that is consistent in all material respects with the Amended Plan as it relates to this Agreement; (iii) prior to filing with the Bankruptcy Court, a draft of the Confirmation Order, that is consistent in all material respects with the provisions of the Amended Plan specified in

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7(b)(i)(A)-(D) above; and (iv) prior to filing with the Bankruptcy Court, drafts of any amendments or supplements to any of the foregoing, to the extent any such amendment or supplement effects a material change to the Amended Plan as it relates to this Agreement or any change to the total amount of or conditions to the payments made or to be made under this Agreement.

(c) Inconsistent Transaction. Subject to the approval of this Agreement by the Bankruptcy Court, the Company shall not have made a public announcement, entered into an agreement, or filed any pleading or document with the Bankruptcy Court, evidencing its intention to support, or otherwise supported, any transaction inconsistent with the Amended Plan approved by the Investor in accordance with Section 7(b) or this Agreement (a “Competing Transaction”).

(d) Confirmation Order. The Confirmation Order shall have been entered by the Bankruptcy Court and such order shall be non-appealable, shall not have been appealed within ten calendar days of entry or, if such order is appealed, shall not have been stayed pending appeal, and there shall not have been entered by any court of competent jurisdiction any reversal, modification or vacatur, in whole or in part, of the Confirmation Order.

(e) Amended Plan and Confirmation Order. The Amended Plan, as approved, and the Confirmation Order as entered, by the Bankruptcy Court, shall be in the form approved by Investor in accordance with Section 7(b), with such amendments, modifications or changes that (i) are consistent in all respects with this Agreement, (ii) are consistent in all material respects with the form of the Amended Plan and the Confirmation Order approved by the Investor pursuant to Section 7(b), (iii) provide for the release and exculpation of the Investor, its affiliates, representatives and advisors to the fullest extent permitted under applicable law and (iv) otherwise are consistent in all material respects with the Settlement Term Sheet.

(f) Conditions to Confirmation. The conditions to confirmation and the conditions to the effective date of the Amended Plan have been satisfied or waived by the Company and the other Amended Plan Proponents in accordance with the Amended Plan, and the Effective Date shall have occurred or will occur on the Closing Date.

(g) Registration Statement. The Registration Statement shall be effective not later than the Effective Date and no stop order shall have been entered by the Commission with respect thereto.

(h) Rights Offering. The Company shall have commenced the Rights Offering, the Rights Offering shall have been conducted in accordance with Section 1145 under the Bankruptcy Code and in all material respects in accordance with this Agreement and the Expiration Time shall have occurred.

(i) Purchase Notice. The Investor shall have received a Purchase Notice in accordance with Section 1(f) from the Company, dated as of the Determination Date, certifying as to the number of Unsubscribed Shares to be purchased pursuant to the Backstop Commitment.

(j) Valid Issuance. The New Common Stock shall be, upon payment of the aggregate Purchase Price as provided herein, 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.

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(k) No Restraint. No judgment, injunction, decree or other legal restraint shall prohibit the consummation of the Amended Plan, the Rights Offering or the transactions contemplated by this Agreement.

(l) Extension Fee. If required by Section 10(a)(ii), the Investor shall have received payment of the Extension Fee; the Extension Fee, if any, shall not have been required to be repaid, by the Bankruptcy Court or otherwise, to the Company.

(m) HSR Act. If any of the purchase of Shares by the Investor pursuant to this Agreement, the purchase of Shares from the Asbestos PI Trust (as defined in the Settlement Term Sheet) pursuant to the agreements referred to in Section 10(a)(vi) hereof or the purchases from the Investor under the Syndication Agreement is subject to the terms of the HSR Act, the applicable waiting period shall have expired or been terminated thereunder with respect to such purchase.

(n) Enforceability. This Agreement shall be valid and enforceable against the Company and the Company shall not be in breach of this Agreement.

(o) NYSE/Nasdaq. The New Common Stock issuable upon exercise of the Rights shall be approved for trading on the NYSE or Nasdaq, subject to official notice of issuance.

(p) Comfort Letters. On the date of this Agreement and on the Closing Date, PricewaterhouseCoopers shall have furnished to the Investor, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Investor, in form and substance reasonably satisfactory to the Investor, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement and the Prospectus; provided, that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to such Closing Date.

(q) Opinion of Counsel for the Company. Sidley Austin LLP, counsel for the Company, shall have furnished to the Investor, at the request of the Company, their written opinion and negative assurance statement relating to the Registration Statement and Prospectus¹, dated the Closing Date and addressed to the Investor, in form and substance reasonably satisfactory to the Investor.

(r) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued in each by any federal, state or foreign governmental or regulatory authority that, as of the Closing Date, prohibits the issuance or sale of the Rights or the Shares or the resale of the Shares pursuant to the Syndication Agreement; and no injunction or order of any federal, state or foreign court shall have been issued that, as of the Closing Date, prohibits the issuance or sale of the Rights or the Shares or the resale of the Shares pursuant to the Syndication Agreement.

¹ Containing a 10b-5 statement.

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(s) Good Standing. The Investor shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its Significant Subsidiaries (as such term is defined in Article 1, Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act) in their respective jurisdictions of organization, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

(t) Representations and Warranties and Covenants. The representations and warranties of the Company in paragraphs (a)-(h), (j)-(m), (o), (r) and (bb)-(ii) of Section 3 shall be true and correct on the date hereof and as if made on the Closing Date, the representations and warranties of the Company in paragraphs (i), (n), (p), (q) and (s)-(aa) of Section 3 shall be true and correct on the date hereof (and shall not be required to be true on any subsequent date) and the Company shall have complied in all material respects with all covenants to this Agreement and the Registration Rights Agreement.

(u) Officer’s Certificate. The Investor shall have received on and as of the Closing Date a certificate of the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who is satisfactory to the Investor (i) confirming that such officers have carefully reviewed the Registration Statement and the Prospectus and, to the best knowledge of such officers, the information set forth therein is true and correct, (ii) confirming that the Company has satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date and (iii) to the effect set forth in Sections 7(g) and 7(t) above.

(v) Bankruptcy Court Approval. The Collars and the Registration Rights Agreement shall have been approved by the Bankruptcy Court and shall have been executed by the parties thereto in substantially the same form as the forms thereof filed with the Bankruptcy Court.

8. Indemnification.

(a) Subject to the approval of this Agreement by the Bankruptcy Court, whether or not the Rights Offering is consummated or this Agreement or the Backstop Commitment is terminated, the Company (in such capacity, the “Indemnifying Party”) shall indemnify and hold harmless the Investor and Ultimate Purchasers, their respective affiliates and their respective officers, directors, employees, agents and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the Rights Offering, the Backstop Commitment, the Transaction Documents, the Registration Statement or the Prospectus or the transactions contemplated thereby, including without limitation, payment of the Extension Fee, the Backstop Fee, or Termination Fee (as defined below), if any, distribution of Rights, purchase and sale of Shares in the Rights Offering and purchase and sale of Shares pursuant to the Backstop Commitment, or any breach of the Company of this Agreement or the Registration Rights Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any reasonable legal or other reasonable out-of-pocket expenses as they are incurred in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing

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indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are finally judicially determined to have resulted from (i) bad faith, gross negligence or willful misconduct on the part of such Indemnified Person or (ii) statements or omissions in the Registration Statement or Prospectus or any amendment or supplement thereto made in reliance upon or in conformity with information relating to the Investor or the Ultimate Purchaser furnished to the Company in writing by or on behalf of the Investor or the Ultimate Purchaser expressly for use in the Registration Statement or Prospectus or any amendment or supplement thereto. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. It is hereby agreed that the relative benefits to the Indemnifying Party on the one hand and all Indemnified Persons on the other hand shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by the Company pursuant to the sale of Shares contemplated by this Agreement bears to (ii) the fee paid or proposed to be paid to the Investor in connection with such sale. The Indemnifying Party also agree that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Rights Offering, the Backstop Commitment, the Transaction Documents, the Registration Statement, the Prospectus or the transactions contemplated thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by the Company are finally judicially determined to have resulted from (i) bad faith, gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Registration Rights Agreement or (ii) statements or omissions in the Registration Statement or Prospectus or any amendment or supplement thereto made in reliance upon or in conformity with information relating to the Investor or the Ultimate Purchaser furnished to the Company in writing by or on behalf of the Investor or the Ultimate Purchaser expressly for use in the Registration Statement or Prospectus or any amendment or supplement thereto; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 8 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Person.

(b) Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, litigation, investigation or proceeding relating to the Transaction Documents, the Registration Statement, the Prospectus or any of the transactions contemplated thereby (“Proceedings”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party in respect thereof, notify the Indemnifying Party in writing of the commencement thereof; provided that (i) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have hereunder except to the extent it has been

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materially prejudiced by such failure and (ii) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have to an Indemnified Person otherwise than on account of this Section 8. In case any such Proceedings are brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person, provided that if the defendants in any such Proceedings include both such Indemnified Person and the Indemnifying Party and such Indemnified Person shall have concluded that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Proceedings on behalf of such Indemnified Person. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election so to assume the defense of such Proceedings and approval by such Indemnified Person of counsel, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel, approved by Investor, representing the Indemnified Persons who are parties to such Proceedings), (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement of the Proceedings or (iii) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person.

(c) The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a final judgment for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 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 Section 8, 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. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings and (b) 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.

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9. Survival of Representations and Warranties, Etc. Notwithstanding any investigation at any time made by or on behalf of any party hereto, all representations and warranties made in this Agreement will survive the execution and delivery of this Agreement and the Closing Date, except that the representations and warranties made in Sections 3(i), (n), (p) (q) and (s)-(aa) will only survive for a period of three (3) years after the Closing Date.

10. Termination.

(a) The Investor may terminate this Agreement:

(i) On or after June 30, 2006, if the Bankruptcy Court has not entered the Agreement Order;

(ii) On or after October 31, 2006; provided that if the Company notifies the Investor in writing by 3:00 p.m. New York City time on or before October 24, 2006 that it wishes to extend such date until December 15, 2006, then the Investor may not terminate pursuant to this paragraph (a)(ii) until December 15, 2006, provided that, as a condition to the effectiveness of such extension, the Company has paid to the Investor not later than 3:00 p.m. New York City time on October 31, 2006, a fee (the “Extension Fee”) in the amount of $30,000,000, which amount will be paid to the Investor by the Company by wire transfer of immediately available funds;

(iii) Upon the failure of the Company to pay the Extension Fee, if any, when due;

(iv) Upon the failure of any of the conditions set forth in Section 7 hereof to be satisfied, which failure cannot be cured by October 31, 2006 or, if the Extension Fee has been paid, December 15, 2006; or

(v) If the Company makes a public announcement, enters into an agreement, or files any pleading or document with the Bankruptcy Court, evidencing its intention to support, or otherwise supports, any Competing Transaction.

(b) Prior to the entry of the Agreement Order, the Company may provide written notice to the Investor of its determination not to proceed with the transactions contemplated hereby, whereupon this Agreement will terminate.

(c) If this Agreement is terminated pursuant to Section 10(b) and at the time of such termination the Investor is in compliance in all material respects with this Agreement, then, subject to the approval of the Bankruptcy Court, the Company shall pay the Investor $20,000,000 (the “Termination Fee”), and, in any case, the Company shall pay to the Investor any Transaction Expenses and any other amounts certified by the Investor to be due and payable hereunder that have not been paid theretofore. Payment of the amounts due under this Section 10(c), will be made by wire transfer of federal (same day) funds to the account specified by the receiving party at least 24 hours in advance to the other party hereto. The provision for the

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payment of the Termination Fee is an integral part of the transactions contemplated by this Agreement and without this provision the Investor would not have entered into this Agreement and shall, subject to the approval of the Bankruptcy Court, constitute an administrative expense of the Company under section 364(c)(1) of the Bankruptcy Code. Accordingly, if payment shall become due and payable pursuant to this Section, and suit is commenced which results in a final judgment against the Company no longer subject to appeal, the Company shall pay to the Investor its costs and expenses, including attorneys’ fees, in connection with collecting or enforcing its rights and remedies hereunder.

(d) In no event will the Termination Fee, if any, be refundable upon termination of this Agreement pursuant to this Section 10.

(e) Upon termination under this Section 10, the covenants and agreements made by the parties herein under Sections 8, 9 and 11 through 18 will survive indefinitely in accordance with their terms.

11. Notices. All notices and other communications in connection with this Agreement will be in writing and will be deemed given (and will be deemed to have been duly given upon receipt) if delivered personally, sent via electronic facsimile (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as will be specified by like notice):

(a) If to Investor, to:

J.P. Morgan Securities Inc.

270 Park Avenue, 17^th Floor

New York, New York 10017

Attention: Mr. Stanley Lim,

Operations Group

Fax: (212) 270-2157

with copies to:

Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, New York 10038

Attention: Lewis Kruger

                    Brett Lawrence

Fax: (212) 806-6006

and to:

Simpson Thacher & Bartlett LLP

425 Lexington Ave,

New York New York 10017

Attention: Michael D. Nathan

                    Mark Thompson

Fax: (212) 455-2502

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(b) If to the Company, to:

Owens Corning

One Owens Corning Parkway

Toledo, Ohio 43659

Attention: Michael Thaman

                    Stephen Krull

Fax:                                         

with a copy to:

Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

Attention: Larry A. Barden

                    James R. Looman

Fax: (312) 853-7036

12. Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement will be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other party. Notwithstanding the previous sentence, this Agreement, or the Investor’s obligations hereunder, may be assigned, delegated or transferred, in whole or in part, by the Investor to any Affiliate (as defined in Rule 12b-2 under the Exchange Act) of the Investor over which the Investor or any of its Affiliates exercises investment authority, including, without limitation, with respect to voting and dispositive rights; provided, that any such assignee assumes the obligations of the Investor hereunder and agrees in writing to be bound by the terms of this Agreement in the same manner as the Investor. Notwithstanding the foregoing or any other provisions herein, no such assignment will relieve the Investor of its obligations hereunder if such assignee fails to perform such obligations. Except as provided in Section 8 with respect to the Indemnified Parties, this Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any person other than the parties hereto any rights or remedies under this Agreement.

13. Prior Negotiations; Entire Agreement. This Agreement (including the agreements attached as exhibits to and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge that any confidentiality agreements heretofore executed among the parties will continue in full force and effect.

14. GOVERNING LAW; VENUE. THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF

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DELAWARE. THE INVESTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF, AND VENUE IN, THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.

15. Counterparts. This Agreement may be executed in any number of counterparts, all of which will be considered one and the same agreement and will 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.

16. 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 signed by the parties or, in the case of a waiver, by the party waiving compliance, and subject, to the extent required, to the approval of the Bankruptcy Court. No delay on the part of any party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any party of any right, power or privilege pursuant to this Agreement, nor will 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 cumulative and are not exclusive of any rights or remedies which any party otherwise may have at law or in equity.

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

18. 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.

19. Modifications Necessary to Reflect Corporate Restructuring. The Amended Plan currently contemplates that, on 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 plan to create the Holdco structure is pursued with the approval of the Bankruptcy Court, the parties hereto shall consider in good faith making appropriate modifications to this Agreement and the Registration Rights Agreement to accommodate the Holdco structure.

[Signature Page Follows]

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If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof will constitute a binding agreement between you and (subject to the approval of the Bankruptcy Court) the Company.

Very truly yours,
OWENS CORNING
By:	/s/ Stephen K. Krull
Name:
Title:

Accepted as of the date hereof:
J.P. MORGAN SECURITIES INC.
By:	/s/ Eric Rosen
Name:	Eric Rosen
Title:	Managing Director

[Signature Page of Equity Commitment Agreement]

EX-99

EXHIBIT 99

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

IN RE:	)
	)	Chapter 11
OWENS CORNING, et al.,	)
	)	Case No. 00-03837 (JKF)
Debtors.	)
	)	Jointly Administered
	)

DISCLOSURE STATEMENT WITH RESPECT TO SIXTH AMENDED JOINT PLAN

OF REORGANIZATION FOR OWENS CORNING AND

ITS AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION (AS MODIFIED)

SAUL EWING LLP	SIDLEY AUSTIN LLP
Norman L. Pernick (I.D. # 2290)	James F. Conlan
J. Kate Stickles (I.D. # 2917)	Larry J. Nyhan
222 Delaware Avenue	Jeffrey C. Steen
P.O. Box 1266	Dennis M. Twomey
Wilmington, DE 19899-1266	Andrew F. O’Neill
(302) 421-6800	1 South Dearborn Street
	Chicago, IL 60603
Charles O. Monk, II	(312) 853-7000
Jay A. Shulman
Lockwood Place	Attorneys for the Debtors and
500 E. Pratt Street	Debtors-in-Possession
Baltimore, MD 21202
(410) 332-8600	COVINGTON & BURLING
	Mitchell F. Dolin
Adam H. Isenberg	Anna P. Engh
Centre Square West	1201 Pennsylvania Avenue, N.W.
1500 Market Street, 38th Floor	Washington, D.C. 20004-2401
Philadelphia, PA 19102-2186	(202) 662-6000
(215) 972-7777
	Special Insurance Counsel to Debtors
Attorneys for the Debtors and	and Debtors-in-Possession
Debtors-in-Possession

DEBEVOISE & PLIMPTON LLP
Roger E. Podesta
Mary Beth Hogan
919 Third Avenue
New York, NY 10022
(212) 909-6000
Special Asbestos Counsel to the Debtors and
Debtors-in-Possession
KAYE SCHOLER LLP	CAPLIN & DRYSDALE, CHARTERED
Andrew A. Kress	Elihu Inselbuch
Jane W. Parver	375 Park Avenue, 35th Floor
Edmund M. Emrich	New York, NY 10152-3500
425 Park Avenue	(212) 319-7125
New York, NY 10022
(212) 836-8000	Peter Van N. Lockwood
	One Thomas Circle, N.W.
YOUNG CONAWAY	Washington, D.C. 20005
STARGATT & TAYLOR, LLP	(202) 862-5000
James L. Patton, Jr. (I.D. # 2202)
Edwin J. Harron (I.D. # 3396)	CAMPBELL & LEVINE, LLC
Sharon M. Zieg (I.D. # 4196)	Marla Eskin (I.D. # 2989)
The Brandywine Building	Mark T. Hurford (I.D. # 3299)
1000 West Street, 17th Floor	Kathleen Campbell Davis (I.D. # 4229)
P.O. Box 391	800 King Street
Wilmington, DE 19899-0391	Wilmington, DE 19801
(302) 571-6600	(302) 426-1900
Attorneys for James J. McMonagle,	Attorneys for the Official
Legal Representative for Future Claimants	Committee of Asbestos Claimants

Dated as of: July 10, 2006

TABLE OF CONTENTS

			Page
PREFATORY SECTIONS
NOTICE WITH RESPECT TO INJUNCTIONS			i
DISCLAIMER			ii
NOTE ON DEFINED TERMS			iv
SUMMARY OF TREATMENT OF CLAIMS AND INTERESTS			vi
I.	INTRODUCTION		1
II.	PLAN VOTING INSTRUCTIONS AND PROCEDURES		4
	A.	DEFINITIONS	4
	B.	NOTICE TO HOLDERS OF CLAIMS AND INTERESTS	4
	C.	SOLICITATION PACKAGE	5
	D.	VOTING PROCEDURES, BALLOTS AND VOTING DEADLINE	5
	E.	CONFIRMATION HEARING AND DEADLINE FOR OBJECTIONS TO CONFIRMATION	6
III.	GENERAL INFORMATION CONCERNING THE DEBTORS		7
	A.	HISTORY AND DESCRIPTION OF BUSINESS	7
	B.	FINANCIAL STRUCTURE OF THE COMPANY AT THE PETITION DATE	13
IV.	BACKGROUND OF ASBESTOS-RELATED LITIGATION		21
	A.	PRE-PETITION CLAIMS AGAINST OCD	21
	B.	PRE-PETITION CLAIMS AGAINST FIBREBOARD	21
	C.	NATIONAL SETTLEMENT PROGRAM	22
	D.	ESTABLISHMENT OF FINANCIAL RESERVES FOR ASBESTOS LIABILITY; ESTIMATION OF ASBESTOS LIABILITY	27
V.	CHAPTER 11 CASES		30
	A.	EVENTS LEADING TO THE CHAPTER 11 FILINGS	30
	B.	THE CHAPTER 11 FILINGS	32
	C.	CONTINUATION OF BUSINESS; STAY OF LITIGATION	32
	D.	PROFESSIONALS RETAINED IN THE CHAPTER 11 CASES	33
	E.	“FIRST DAY” AND OTHER ORDERS	44
	F.	SIGNIFICANT EVENTS DURING THE CHAPTER 11 CASES	45
	G.	AVOIDANCE ACTIONS IN THE CHAPTER 11 CASES	112
	H.	BANK HOLDERS UNIMPAIRMENT MOTION	123
	I.	AGREEMENT AMONG MAJOR CONSTITUENCIES AND SETTLEMENT TERM SHEET	124
VI.	FUTURE BUSINESS OF THE REORGANIZED DEBTORS		128
	A.	STRUCTURE AND BUSINESS OF THE REORGANIZED DEBTORS	128
	B.	BOARD OF DIRECTORS AND MANAGEMENT OF REORGANIZED DEBTORS	128

	C.	TERMS OF CERTIFICATE OF INCORPORATION OF REORGANIZED OCD	141
	D.	PROJECTED FINANCIAL INFORMATION	141
VII.	SUMMARY OF THE PLAN OF REORGANIZATION		143
	A.	INTRODUCTION	143
	B.	TREATMENT OF CLAIMS AND INTERESTS	145
	C.	ACCEPTANCE OR REJECTION OF THE PLAN	194
	D.	MEANS FOR IMPLEMENTATION OF THE PLAN	195
	E.	TREATMENT OF EXECUTORY AND POST-PETITION CONTRACTS AND UNEXPIRED LEASES	211
	F.	PROVISIONS GOVERNING DISTRIBUTIONS	216
	G.	PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS AND DISPUTED INTERESTS	220
	H.	THE ASBESTOS PERSONAL INJURY TRUST	224
	I.	CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN	228
	J.	RETENTION OF JURISDICTION	235
	K.	MISCELLANEOUS PROVISIONS	237
VIII.	THE ASBESTOS PERSONAL INJURY TRUST		245
	A.	GENERAL DESCRIPTION OF THE ASBESTOS PERSONAL INJURY TRUST	245
	B.	ASBESTOS PERSONAL INJURY TRUST DISTRIBUTION PROCEDURES	251
IX.	[INTENTIONALLY OMITTED]		269
X.	REGISTRATION RIGHTS/RESTRICTIONS ON TRANSFERS OF CORPORATE SECURITIES     AND CERTAIN CLAIMS AND COLLAR AGREEMENTS		269
XI.	APPLICABILITY OF FEDERAL AND OTHER SECURITIES LAWS		270
	A.	OFFER AND SALE OF NEW OCD SECURITIES PURSUANT TO THE PLAN: BANKRUPTCY CODE EXEMPTION FROM REGISTRATION REQUIREMENTS	271
	B.	SUBSEQUENT TRANSFERS OF NEW OCD SECURITIES	272
XII.	CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN		274
	A.	FEDERAL INCOME TAX CONSEQUENCES TO THE DEBTORS	275
	B.	FEDERAL INCOME TAX CONSEQUENCES TO CLAIM HOLDERS	280
	C.	FEDERAL INCOME TAX CONSEQUENCES OF HOLDING RIGHTS AND WARRANTS	286
	D.	IMPORTANCE OF OBTAINING PROFESSIONAL TAX ASSISTANCE	287
	E.	RESERVATION OF RIGHTS	287
XIII.	FEASIBILITY OF THE PLAN AND BEST INTERESTS OF CREDITORS		287
	A.	FEASIBILITY OF THE PLAN	287
	B.	ACCEPTANCE OF THE PLAN	289
	C.	BEST INTERESTS TEST	290
	D.	LIQUIDATION ANALYSIS	291
	E.	VALUATION OF THE REORGANIZED DEBTORS	292

	F.	APPLICATION OF THE “BEST INTERESTS” OF CREDITORS TEST TO THE LIQUIDATION ANALYSIS AND THE VALUATION	300
	G.	CONFIRMATION WITHOUT ACCEPTANCE OF ALL IMPAIRED CLASSES: “CRAMDOWN”	301
XIV.	CERTAIN RISK FACTORS TO BE CONSIDERED		302
	A.	CERTAIN FACTORS RELATING TO THE CHAPTER 11 PROCEEDINGS	302
	B.	CERTAIN FACTORS RELATING TO SECURITIES TO BE ISSUED PURSUANT TO THE PLAN	304
	C.	CERTAIN FACTORS RELATING TO THE REORGANIZED DEBTORS	304
XV.	ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN		307
	A.	ALTERNATIVE PLAN(S) OF REORGANIZATION OR LIQUIDATION	307
	B.	LIQUIDATION UNDER CHAPTER 7 OR CHAPTER 11	308
XVI.	THE SOLICITATION; VOTING PROCEDURE		309
	A.	PARTIES IN INTEREST ENTITLED TO VOTE	309
	B.	CLASSES IMPAIRED UNDER THE PLAN	310
	C.	WAIVERS OF DEFECTS, IRREGULARITIES, ETC.	310
	D.	WITHDRAWAL OF BALLOTS; REVOCATION	311
	E.	FURTHER INFORMATION; ADDITIONAL COPIES	311
XVII.	RECOMMENDATION AND CONCLUSION		312

NOTICE WITH RESPECT TO INJUNCTIONS

THE SIXTH AMENDED JOINT PLAN OF REORGANIZATION FOR OWENS CORNING AND ITS AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION (AS MODIFIED) (THE “PLAN”), WHICH IS ATTACHED AS APPENDIX A TO THIS DISCLOSURE STATEMENT, CONTAINS AN ASBESTOS PERSONAL INJURY PERMANENT CHANNELING INJUNCTION UNDER 11 U.S.C. § 524(g). THE PLAN ALSO CONTAINS AN INJUNCTION UNDER 11 U.S.C. § 105 WITH RESPECT TO CLAIMS AGAINST CERTAIN INSURERS, AN INJUNCTION WITH RESPECT TO CLAIMS AGAINST RELATED PERSONS OF THE DEBTORS BY HOLDERS OF CLAIMS WHO VOTE IN FAVOR OF THE PLAN, AND AN INJUNCTION UNDER 11 U.S.C. § 105 WITH RESPECT TO CLAIMS AGAINST THE NON-DEBTOR SUBSIDIARIES BY HOLDERS OF BANK HOLDER CLAIMS WHICH ARE INJUNCTIONS AGAINST CONDUCT NOT OTHERWISE ENJOINED UNDER THE BANKRUPTCY CODE. FOR A DESCRIPTION OF THE ACTS TO BE ENJOINED AND THE IDENTITY OF THE ENTITIES THAT WOULD BE SUBJECT TO EACH OF THESE INJUNCTIONS, SEE THE FOLLOWING SECTIONS OF THIS DISCLOSURE STATEMENT:

(1) THE ASBESTOS PERSONAL INJURY PERMANENT CHANNELING INJUNCTION: SECTION VIII.C OF THIS DISCLOSURE STATEMENT ENTITLED “THE ASBESTOS PERSONAL INJURY TRUST—THE ASBESTOS PERSONAL INJURY PERMANENT CHANNELING INJUNCTION” AND SECTION 5.17(b) OF THE PLAN;

(2) THE INJUNCTION WITH RESPECT TO CLAIMS AGAINST CERTAIN INSURERS: SECTION VII. D.14(d) OF THIS DISCLOSURE STATEMENT ENTITLED “INJUNCTION WITH RESPECT TO CLAIMS AGAINST CERTAIN INSURERS” AND SECTION 5.16(d) OF THE PLAN;

(3) THE INJUNCTION WITH RESPECT TO CLAIMS AGAINST RELATED PERSONS OF THE DEBTORS BY HOLDERS OF CLAIMS WHO SUBMIT A BALLOT AND DO NOT ELECT TO WITHHOLD CONSENT TO RELEASES OF THE RELEASED PARTIES BY MARKING THE APPROPRIATE BOX ON THE BALLOT: SECTION VII.D.15(b) OF THIS DISCLOSURE STATEMENT ENTITLED “RELEASES AND INJUNCTIONS RELATED TO RELEASES — RELEASES BY HOLDERS OF CLAIMS AND INTERESTS” AND SECTION VII.D.15(c) ENTITLED “INJUNCTION RELATED TO RELEASES” AND SECTIONS 5.16(b) AND 5.16(c) OF THE PLAN; AND

(4) THE INJUNCTION UNDER 11 U.S.C. § 105 WITH RESPECT TO CLAIMS AGAINST THE NON-DEBTOR SUBSIDIARIES OF THE DEBTORS BY HOLDERS OF BANK HOLDER CLAIMS: SECTION 5.14(e) OF THE PLAN AND SECTION VII.D.15(e) ENTITLED “RELEASES AND INJUNCTIONS RELATED TO RELEASES — SUPPLEMENTARY SECTION 105(a) INJUNCTION.”

i

DISCLAIMER

THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS INCLUDED HEREIN FOR PURPOSES OF SOLICITING ACCEPTANCES OF THE SIXTH AMENDED JOINT PLAN OF REORGANIZATION FOR OWENS CORNING AND ITS AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION (AS MODIFIED), FILED BY OWENS CORNING (“OCD”) AND THOSE ENTITIES LISTED ON SCHEDULE I OF THE PLAN (COLLECTIVELY, THE “SUBSIDIARY DEBTORS” AND, TOGETHER WITH OCD, THE “DEBTORS”), JAMES J. MCMONAGLE, THE LEGAL REPRESENTATIVE FOR FUTURE CLAIMANTS (“FUTURE CLAIMANTS’ REPRESENTATIVE”), AND THE OFFICIAL COMMITTEE OF ASBESTOS CLAIMANTS (“ASBESTOS CLAIMANTS’ COMMITTEE”) (THE DEBTORS, THE FUTURE CLAIMANTS’ REPRESENTATIVE, AND THE ASBESTOS CLAIMANTS’ COMMITTEE, COLLECTIVELY, THE “PLAN PROPONENTS”). THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT MAY NOT BE RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE HOW TO VOTE ON THE PLAN. NO PERSON MAY GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS, OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DISCLOSURE STATEMENT, REGARDING THE PLAN OR THE SOLICITATION OF ACCEPTANCES OF THE PLAN.

ALL CREDITORS ARE ADVISED AND ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. PLAN SUMMARIES AND STATEMENTS MADE IN THIS DISCLOSURE STATEMENT ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE PLAN AND THE EXHIBITS AND SCHEDULES ANNEXED TO THE PLAN AND THIS DISCLOSURE STATEMENT. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE ONLY AS OF THE DATE HEREOF, AND THERE CAN BE NO ASSURANCE THAT THE STATEMENTS CONTAINED HEREIN WILL BE CORRECT AT ANY TIME BEFORE OR AFTER THE DATE HEREOF.

THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH SECTION 1125 OF THE UNITED STATES BANKRUPTCY CODE, 11 U.S.C. §§ 101-1330 (AS AMENDED, THE “BANKRUPTCY CODE”) AND RULE 3016 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE (THE “BANKRUPTCY RULES”) AND NOT NECESSARILY IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER NON-BANKRUPTCY LAWS.

EXCEPT WHERE SPECIFICALLY NOTED, THE FINANCIAL INFORMATION CONTAINED HEREIN HAS NOT BEEN AUDITED BY A CERTIFIED PUBLIC ACCOUNTING FIRM AND HAS NOT BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.

THIS DISCLOSURE STATEMENT HAS NEITHER BEEN APPROVED NOR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE

ii

“SEC”) OR THE SECURITIES REGULATORS OF ANY STATE, AND NEITHER THE SEC NOR ANY STATE REGULATORS HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY MAY CONSTITUTE A CRIMINAL OFFENSE. PERSONS OR ENTITIES TRADING IN OR OTHERWISE PURCHASING, SELLING OR TRANSFERRING SECURITIES OF OR CLAIMS AGAINST OCD OR ANY OF THE SUBSIDIARY DEBTORS AND DEBTORS-IN-POSSESSION IN THESE CASES SHOULD EVALUATE THIS DISCLOSURE STATEMENT AND THE PLAN IN LIGHT OF THE PURPOSE FOR WHICH THEY WERE PREPARED.

NO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER FEDERAL OR STATE SECURITIES OR “BLUE SKY” LAWS HAS BEEN FILED WITH THE SEC OR ANY OTHER AGENCY BY THE DEBTORS WITH RESPECT TO THE RIGHTS OR THE NEW COMMON STOCK THAT WILL BE ISSUED ON THE EFFECTIVE DATE OF THE PLAN AND THAT MAY BE DEEMED TO BE OFFERED BY VIRTUE OF THIS SOLICITATION. ALTHOUGH THE PLAN INTENDS THAT SECTION 1145 OF THE BANKRUPTCY CODE AND OTHER APPLICABLE LAW EXEMPT CERTAIN NEW COMMON STOCK FROM REGISTRATION, THE DEBTORS RECOMMEND THAT POTENTIAL RECIPIENTS OF ANY SECURITIES OF ANY SECURITIES PURSUANT TO THE PLAN CONSULT THEIR OWN LEGAL COUNSEL CONCERNING THE SECURITIES LAWS GOVERNING THE TRANSFERABILITY OF ANY SUCH SECURITIES.

CERTAIN STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT, INCLUDING PROJECTED FINANCIAL INFORMATION AND OTHER FORWARD-LOOKING STATEMENTS, ARE BASED ON ESTIMATES AND ASSUMPTIONS, THERE CAN BE NO ASSURANCE THAT SUCH STATEMENTS WILL BE REFLECTIVE OF ACTUAL OUTCOMES. FORWARD-LOOKING STATEMENTS ARE PROVIDED IN THIS DISCLOSURE STATEMENT PURSUANT TO THE SAFE HARBOR ESTABLISHED UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND SHOULD BE EVALUATED IN THE CONTEXT OF THE ESTIMATES, ASSUMPTIONS, UNCERTAINTIES AND RISKS DESCRIBED HEREIN, NOTHING CONTAINED IN THIS DISCLOSURE STATEMENT, EXPRESS OR IMPLIED, IS INTENDED TO GIVE RISE TO ANY COMMITMENT OR OBLIGATION OF THE DEBTORS OR WILL CONFER UPON ANY PERSON ANY RIGHTS, BENEFITS OR REMEDIES OF ANY NATURE WHATSOEVER.

AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER ACTIONS OR THREATENED ACTIONS, THIS DISCLOSURE STATEMENT SHALL NOT CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, STIPULATION OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS. THIS DISCLOSURE STATEMENT SHALL NOT BE ADMISSIBLE IN ANY NON-BANKRUPTCY PROCEEDING NOR SHALL IT BE CONSTRUED TO BE CONCLUSIVE ADVICE ON THE TAX, SECURITIES OR OTHER LEGAL EFFECTS OF THE PLAN AS TO HOLDERS OF CLAIMS AGAINST, OR EQUITY INTERESTS IN, OCD OR ANY OF THE SUBSIDIARY DEBTORS AND DEBTORS-IN-POSSESSION IN THESE CASES.

iii

NOTE ON DEFINED TERMS

For purposes of this Disclosure Statement, all capitalized terms not otherwise defined shall have the meanings ascribed to them in Article I of the Plan, attached to the Disclosure Statement as Appendix A, except as expressly provided or unless the context clearly requires otherwise. Whenever the context requires, such meanings shall be equally applicable to both the singular and plural form of such terms, and the masculine gender shall include the feminine and the feminine gender shall include the masculine. Any term used in initially capitalized form in this Disclosure Statement that is not defined herein but that is used in the Bankruptcy Code shall have the meaning ascribed to such term in the Bankruptcy Code.

iv

DISCLAIMER

ALTHOUGH EVERY REASONABLE EFFORT WAS MADE TO BE ACCURATE, THE PROJECTIONS OF ESTIMATED RECOVERIES ARE ONLY AN ESTIMATE. ANY ESTIMATES OF CLAIMS OR INTERESTS IN THIS DISCLOSURE STATEMENT MAY VARY FROM THE FINAL AMOUNTS ALLOWED BY THE BANKRUPTCY COURT. AS A RESULT OF THE FOREGOING AND OTHER UNCERTAINTIES WHICH ARE INHERENT IN THE ESTIMATES, THE ESTIMATES OF RECOVERIES IN THIS DISCLOSURE STATEMENT MAY VARY FROM THE RECOVERIES RECEIVED. IN ADDITION, THE ABILITY TO RECEIVE DISTRIBUTIONS UNDER THE PLAN DEPENDS UPON THE ABILITY OF THE PLAN PROPONENTS TO OBTAIN CONFIRMATION OF THE PLAN AND MEET THE CONDITIONS TO CONFIRMATION AND EFFECTIVENESS OF THE PLAN, AS DISCUSSED IN THIS DISCLOSURE STATEMENT.

v

SUMMARY OF TREATMENT OF CLAIMS AND INTERESTS

CLASS	DESCRIPTION	TREATMENT	ESTIMATED ALLOWED CLAIMS (in millions)	ESTIMATED RECOVERY1
Unclassified Claims	DIP Facility Claims	N/A	$0	100%
Unclassified Claims	Administrative Claims	N/A	$45-50 (excluding Intercompany Claims)	100%
Unclassified Claims	Priority Tax Claims	N/A	$66-99	100%
Classes A1 to U1 Claims	Other Priority Claims	Unimpaired	$.2-2.6	100%
Classes A2-A to U2-A Claims	Other Secured Tax Claims	Unimpaired	$3.24-3.5	100%
Classes A2-B to U2-B Claims	Other Secured Claims	Unimpaired	$8-9.25	100%
Classes A3 to U3 Claims	Convenience Claims	Impaired	$9.0-9.2	100%
Classes A4 to I4 Claims	Bank Holders Claims	Unimpaired	$1.475 billion (excluding approximately $69 million of undrawn pre-petition letters of credit)2	164.2%, as of October 31, 2006 (includes post-petition interest at Base Rate plus 2%, calculated on a compounding basis (computed quarterly), plus accrued and unpaid post-petition letter of credit and facility fees), plus accrued interest thereon, calculated on a compounding basis (computed quarterly), in the form of Cash).

¹ Each of these estimated recovery amounts is based on the low end of the range of current estimates and these estimates remain subject to further changes. The actual recovery amounts will be based on a number of considerations set forth in the Plan which cannot be determined with certainty at this time. Moreover, the terms of the Plan will govern the actual recoveries for the various Classes.

² This estimate of Class A4 Claims represents the amount outstanding under the 1997 Credit Agreement as of the Petition Date, including certain amounts related to letters of credit drawn or expected to be drawn prior to the Effective Date, less the application of certain frozen funds. It does not include any amounts for post-petition interest or fees.

vi

Class A5 Claims	Bondholders Claims	Impaired	$1,389	(i) if Class A5 accepts the Plan, 58.4% in the form of 100% New OCD Common Stock; or (ii) if Class A5 rejects the Plan, potentially 46.4% in the form of approximately 14% Cash and 86% New OCD Common Stock.
Class A6-A Claims	OCD General Unsecured Claims	Impaired	$104-127	(i) if Class A5 and Class A6-A accept the Plan, 49.8%, in the form of 100% Cash; (ii) if Class A5 rejects the Plan, potentially 45.2%, in the form of approximately 14% Cash and 86% New OCD Common Stock; or (iii) if Class A5 accepts and Class A6-A rejects the Plan, potentially 46.0%, in the form of 100% Cash.
Class A6-B Claims	OCD General Unsecured/Senior Indebtedness Claims	Impaired	$218-224	(i) if Class A5 and Class A6-B accept the Plan, 58.4%, in the form of 100% Cash; (ii) if Class A5 rejects the Plan, potentially 46.4%, in the form of approximately 14% Cash and 86% New OCD Common Stock; or (iii) if Class A5 accepts and Class A6-B rejects the Plan, potentially 46.4% , in the form of 100% Cash.
Class A7 and I7 Claims	OC Asbestos Personal Injury Claims (including administrative escrows)	Impaired	Class A7 Aggregate Amount equal to $7,000 less certain amounts described in the Plan	(i) if Class A5 rejects the Plan, potentially 53.1% (in the form of approximately 76% Cash and 24% New OCD Common Stock); or (ii) if Class A5, Class A6-A and Class A6-B accept the Plan, 50.3% (in the form of approximately 74% Cash and 26% New OCD Common Stock).3
Class B8 Claims	FB Asbestos Personal Injury Claims	Impaired	Class B8 Aggregate Amount equal to $3,200	45.3%, including $1,318 Cash from the Fibreboard Insurance Settlement Trust and $140 from the FB Sub-Account Settlement Payment (in the form of 100% New OCD Common Stock if Class A5 accepts, or in the form of approximately 74% Cash and 26% New OCD Common Stock if Class A5 rejects).4

³ This recovery projection does not reflect the $109 million from the OC Administrative Escrow Deposits, which are currently held in law firm deposit accounts, will be administered by the applicable law firms and will not be transferred to the Asbestos Personal Injury Trust.

⁴ This recovery projection (i) does not reflect the FB/OC Asbestos Settlement Payment and (ii) does not include the $127 million from the Fibreboard Administrative Escrow Deposits, which are currently held in law firm deposit accounts, will be administered by the applicable law firms and will not be transferred to the Asbestos Personal Injury Trust.

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Class B6 Claims	FB General Unsecured Claims	Impaired	$4.5	(i) if Class B6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class B6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).
Class C6 Claims	ESI General Unsecured Claims	Impaired	$62-69	(i) if Class C6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class C6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).
Class D6 Claims	Vytec General Unsecured Claims	Impaired	Not currently applicable*	Not currently applicable*
Class E6 Claims	Soltech General Unsecured Claims	Impaired	$1.6	(i) if Class E6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class E6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).
Class F6 Claims	OCFT General Unsecured Claims	Impaired	$.2	(i) if Class F6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class F6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).
Class G6 Claims	OC Sweden General Unsecured Claims	Impaired	Not currently applicable*	Not currently applicable*
Class H6 Claims	IPM General Unsecured Claims	Impaired	Not currently applicable*	Not currently applicable*
Class I6 Claims	Integrex General Unsecured Claims	Impaired	$4.2-4.6	(i) if Class I6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class I6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).
Class J6 Claims	CDC General Unsecured Claims	Impaired	$.5	(i) if Class J6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class J6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).

* As Vytec, OC Sweden, and IPM have not filed under Chapter 11 as of the date of the Plan, the classification and treatment provisions described herein are presently for illustrative purposes, and shall only apply in the event that such entities file for bankruptcy prior to the Confirmation Hearing.

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Class K6 Claims	OCHT General Unsecured Claims	Impaired	$.8	(i) if Class K6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class K6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).
Class L6 Claims	OC Remodeling General Unsecured Claims	Impaired	de minimis	(i) if Class L6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class L6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).
Class M6 Claims	Engineered Yarns General Unsecured Claims	Impaired	de minimis	(i) if Class M6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class M6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).
Class N6 Claims	Falcon Foam General Unsecured Claims	Impaired	$.1-.8	(i) if Class N6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class N6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).
Class O6 Claims	HOMExperts General Unsecured Claims	Impaired	de minimis	(i) if Class O6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class O6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).
Class P6 Claims	Professional Services General Unsecured Claims	Impaired	de minimis	(i) if Class P6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class P6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).
Class Q6 Claims	Testing Systems General Unsecured Claims	Impaired	de minimis	(i) if Class Q6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class Q6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).

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Class R6 Claims	Supply Chain Solutions General Unsecured Claims	Impaired	de minimis	(i) if Class R6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class R6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).
Class S6 Claims	Ventures General Unsecured Claims	Impaired	de minimis	(i) if Class S6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class S6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).
Class T6 Claims	Jefferson Holdings General Unsecured Claims	Impaired	de minimis	(i) if Class T6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class T6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).
Class U6 Claims	OC Overseas General Unsecured Claims	Impaired	de minimis	(i) if Class U6 accepts the Plan, 143% (in the form of 100% Cash); or (ii) if Class U6 rejects the Plan, such amount as shall be determined by the Bankruptcy Court at the Confirmation Hearing (in the form of 100% Cash).
Class A10 Claims	OCD Intercompany Claims	Impaired	$2,473	N/A5
Class B10 Claims	FB Intercompany Claims	Impaired	$763	N/A5
Class C10 Claims	ESI Intercompany Claims	Impaired	$393	N/A5
Class D10 Claims	Vytec Intercompany Claims	Impaired	Not currently applicable*	N/A5
Class E10 Claims	Soltech Intercompany Claims	Impaired	$58	N/A5
Class F10 Claims	OCFT Intercompany Claims	Impaired	$511	N/A5
Class G10 Claims	OC Sweden Intercompany Claims	Impaired	Not currently applicable*	N/A5
Class H10 Claims	IPM Intercompany Claims	Impaired	Not currently applicable*	N/A5
Class I10 Claims	Integrex Intercompany Claims	Impaired	$318-1,151	N/A5
Class J10 Claims	CDC Intercompany Claims	Impaired	$.4	N/A5
Class K10 Claims	OCHT Intercompany Claims	Impaired	$6.5	N/A5

⁵ The holders of Allowed Intercompany Claims in Classes A10 through U10 will be credited with value in the amounts set forth in the Plan. Accordingly, holders of such Allowed Intercompany Claims will not receive actual distributions of Cash or New OCD Common Stock on account of such Claims.

* As Vytec, OC Sweden, and IPM have not filed under Chapter 11 as of the date of the Plan, the classification and treatment provisions described herein are presently for illustrative purposes, and shall only apply in the event that such entities file for bankruptcy prior to the Confirmation Hearing.

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Class L10 Claims	OC Remodeling Intercompany Claims	Impaired	$1.7	N/A5
Class M10 Claims	Engineered Yarns Intercompany Claims	Impaired	de minimis	N/A5
Class N10 Claims	Falcon Foam Intercompany Claims	Impaired	de minimis	N/A5
Class O10 Claims	HOMExperts Intercompany Claims	Impaired	de minimis	N/A5
Class P10 Claims	Professional Services Intercompany Claims	Impaired	de minimis	N/A5
Class Q10 Claims	Testing Systems Intercompany Claims	Impaired	de minimis	N/A5
Class R10 Claims	Supply Chain Solutions Intercompany Claims	Impaired	de minimis	N/A5
Class S10 Claims	Ventures Intercompany Claims	Impaired	de minimis	N/A5
Class T10 Claims	Jefferson Holdings Intercompany Claims	Impaired	de minimis	N/A5
Class U10 Claims	OC Overseas Intercompany Claims	Impaired	de minimis	N/A5
Class A11 Claims	OCD Subordinated Claims	Impaired	$277	0%; May Receive Class A11 Warrants
Class A12-A Interests	Existing OCD Common Stock	Impaired	N/A	Cancelled, Extinguished and Retired; May Receive Class A12-A Warrants
Class A12-B Interests	OCD Interests Other Than Existing OCD Common Stock	Impaired	N/A	Cancelled, Extinguished and Retired; No Distribution
Class B12 Interests	FB Interests	Unimpaired	N/A	Retained
Class C12 Interests	ESI Interests	Unimpaired	N/A	Retained
Class D12 Interests	Vytec Interests	Unimpaired	N/A	Retained
Class E12 Interests	Soltech Interests	Unimpaired	N/A	Retained
Class F12 Interests	OCFT Interests	Unimpaired	N/A	Retained
Class G12 Interests	OC Sweden Interests	Unimpaired	N/A	Retained
Class H12 Interests	IPM Interests	Unimpaired	N/A	Retained
Class I12 Interests	Integrex Interests	Impaired	N/A	Cancelled and Extinguished
Class J12 Interests	CDC Interests	Unimpaired	N/A	Retained
Class K12 Interests	OCHT Interests	Unimpaired	N/A	Retained
Class L12 Interests	OC Remodeling Interests	Unimpaired	N/A	Retained
Class M12 Interests	Engineered Yarns Interests	Unimpaired	N/A	Retained
Class N12 Interests	Falcon Foam Interests	Unimpaired	N/A	Retained
Class O12 Interests	HOMExperts Interests	Unimpaired	N/A	Retained
Class P12 Interests	Professional Services Interests	Unimpaired	N/A	Retained
Class Q12 Interests	Testing Systems Interests	Unimpaired	N/A	Retained
Class R12 Interests	Supply Chain Solutions Interests	Unimpaired	N/A	Retained
Class S12 Interests	Ventures Interests	Unimpaired	N/A	Retained
Class T12 Interests	Jefferson Holdings Interests	Unimpaired	N/A	Retained
Class U12 Interests	OC Overseas Interests	Unimpaired	N/A	Retained

THE PLAN PROPONENTS BELIEVE THAT THE PLAN PROVIDES THE BEST RECOVERIES POSSIBLE FOR HOLDERS OF CLAIMS AGAINST THE DEBTORS AND THUS STRONGLY RECOMMEND THAT YOU VOTE TO ACCEPT THE PLAN.

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I. INTRODUCTION

Owens Corning, a Delaware corporation (“OCD”), certain of its direct and indirect Subsidiaries that are also debtors and debtors-in-possession (the “Subsidiary Debtors” and, together with OCD, the “Debtors”) in the reorganization cases (the “Chapter 11 Cases”) under Chapter 11 of the Bankruptcy Code (“Chapter 11”), James J. McMonagle, the Legal Representative for Future Claimants (the “Future Claimants’ Representative”), and the Official Committee of Asbestos Claimants (the “Asbestos Claimants’ Committee”) (the Debtors, the Future Claimants’ Representative, and the Asbestos Claimants’ Committee, collectively, the “Plan Proponents”) submit this disclosure statement (the “Disclosure Statement”) pursuant to Section 1125 of Title 11 of the United States Code (the “Bankruptcy Code”) for use in the solicitation of votes on the Sixth Amended Joint Plan of Reorganization for Owens Corning and its Affiliated Debtors and Debtors-in-Possession, dated as of June 5, 2006 (the “Plan”), as it may be further amended from time to time in accordance with its terms and in accordance with Section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, proposed by the Plan Proponents and filed with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

On May 10, 2006, the Debtors (subject to approval by the Bankruptcy Court), the Asbestos Claimants’ Committee, the Future Claimants’ Representative, the Official Representatives of Bondholders and Trade Creditors (the “Official Representatives”), the Ad Hoc Equity Holders’ Committee, and the Ad Hoc Bondholders’ Committee executed an agreement in principle setting forth the agreed upon key terms of a new plan of reorganization, to be proposed by Owens Corning, including the treatment to be provided to the various classes of creditors (the “Settlement Term Sheet”), which terms are now incorporated in the Plan and described in this Disclosure Statement. The Settlement Term Sheet assumes an enterprise value of Owens Corning of $5.858 billion, and fixes Owens Corning’s asbestos personal injury claims at $7 billion. The Settlement Term Sheet further provides that under the Plan, the existing equity of OCD will be extinguished and 131.4 million shares of common stock of Reorganized OCD (or one of its affiliates) (the “New OCD Common Stock”) will be issued. In addition, under the Plan, consistent with the Settlement Term Sheet, on or before the Effective Date, a $2.187 billion Rights Offering (as defined below) and a $1.8 billion Exit Facility shall have each been executed and consummated. See discussion on the Exit Facility in Section V.I of this Disclosure Statement entitled “Agreement Among Major Constituencies and Settlement Term Sheet”. The Settlement Term Sheet provides that the Plan must be effective no later than October 30, 2006, or such later date as the Plan Proponents shall unanimously agree. The Settlement Term Sheet is attached as Exhibit A to the Plan Support Agreement (defined below), which is attached hereto as Appendix G. A copy of the Plan is attached as Appendix A to this Disclosure Statement.

Additionally, on May 10, 2006, Owens Corning, the Asbestos Claimants’ Committee, the Future Representative and certain holders of pre-petition bonds issued by Owens Corning (the “Supporting Holders”) entered into a plan support agreement (the “Plan Support Agreement”) with respect to the terms set forth in the Settlement Term Sheet. The Plan Support Agreement provides that the Supporting Holders have agreed to accept the treatment provided for their claims in the Settlement Term Sheet and, subject to the terms of the Plan Support Agreement and the Bankruptcy Code, to support a plan of reorganization consistent with the terms of the Settlement Term Sheet. The Plan Support Agreement also provides that Owens Corning and the

other Plan Proponents shall prepare all documents needed to effectuate a plan of reorganization consistent with the terms of the Settlement Term Sheet and the Plan Support Agreement. On May 23, 2006, the Debtors filed the Motion for Order Authorizing the Debtors to Execute and Implement the Terms of the Plan Support Agreement Pursuant to 11 U.S.C. §§ 105(a) and 363(b) and Rule 9019 of the Federal Rules of Bankruptcy Procedure (the “PSA Motion”) with the Bankruptcy Court. The Bankruptcy Court heard arguments on the PSA Motion at a hearing on June 19, 2006, and, at a hearing on June 23, 2006, approved the motion in a bench ruling. The Bankruptcy Court entered a final order approving the PSA Motion on June 29, 2006. See discussion in Section V.I of this Disclosure Statement entitled “Agreement Among Major Constituencies and Settlement Term Sheet”.

Consistent with the terms of the Settlement Term Sheet, on May 10, 2006, Owens Corning and J.P. Morgan Securities Inc. (“J.P. Morgan” or the “Investor”) executed an equity commitment agreement (the “Equity Commitment Agreement”), which is subject to Bankruptcy Court approval. The Equity Commitment Agreement contemplates a $2.187 billion rights offering (the “Rights Offering”), whereby holders of eligible Class A5 Claims, Class A6-A Claims and Class A6-B Claims would be offered the opportunity to subscribe for up to their pro rata share of 72,900,000 shares of the New OCD Common Stock at a purchase price of $30.00 per share. The Equity Commitment Agreement provides for the Investor to purchase a number of shares of New OCD Common Stock equal to 72,900,000 minus the number of shares of New OCD Common Stock properly subscribed for pursuant to the Rights Offering on or before its expiration. The Equity Commitment Agreement provides for the Investor to receive a backstop fee of $100,000,000 from Owens Corning following approval of the Equity Commitment Agreement by the Bankruptcy Court in consideration of, among other things, the backstop commitment of the Investor through the Termination Date (October 31, 2006, unless extended up to December 15, 2006) to purchase any and all shares not properly subscribed for under the Rights Offering prior to its expiration. The Bankruptcy Court scheduled a hearing for June 19, 2006, on the Debtors’ motion to approve the Equity Commitment Agreement. On June 29, 2006, the Bankruptcy Court entered an order approving the Equity Commitment Agreement. See discussion in Section V.I of this Disclosure Statement entitled “Agreement Among Major Constituencies and Settlement Term Sheet”. A copy of the Equity Commitment Agreement is attached as Exhibit O to the Plan.

On May 10, 2006, the Debtors filed notices attaching the executed copies of the Settlement Term Sheet, Plan Support Agreement and Equity Commitment Agreement.

The steering committee of Bank Holders (the “Steering Committee”) supports the Plan, pursuant to the terms of the letter, dated December 30, 2005, appended to the Disclosure Statement as Appendix K.

This Disclosure Statement sets forth certain information regarding the Debtors’ operating and financial history prior to October 5, 2000, the Petition Date, the reasons for seeking protection and reorganization under Chapter 11, significant events that have occurred since the Chapter 11 Cases were commenced, and the anticipated organization, operations and financing of the Debtors upon emergence from Chapter 11 (the “Reorganized Debtors”). This Disclosure Statement also describes certain terms and provisions of the Plan, including certain alternatives to the Plan, certain effects of confirmation of the Plan, certain risk factors associated with

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securities to be issued under the Plan, and the manner in which distributions will be made under the Plan. In addition, this Disclosure Statement discusses the confirmation process and the voting procedures that holders of Claims entitled to vote under the Plan must follow for their votes to be counted.

Unless otherwise noted herein, all dollar amounts provided in this Disclosure Statement and in the Plan are given in United States dollars.

FOR A DESCRIPTION OF THE PLAN AND VARIOUS RISKS AND OTHER FACTORS PERTAINING TO THE PLAN, PLEASE SEE SECTION VII OF THIS DISCLOSURE STATEMENT, ENTITLED “SUMMARY OF THE PLAN OF REORGANIZATION,” AND SECTION XIV OF THIS DISCLOSURE STATEMENT, ENTITLED “CERTAIN RISK FACTORS TO BE CONSIDERED.”

ALTHOUGH THE PLAN PROPONENTS BELIEVE THAT THE SUMMARIES OF THE PLAN AND RELATED DOCUMENT SUMMARIES ARE FAIR AND ACCURATE, SUCH SUMMARIES ARE QUALIFIED TO THE EXTENT THAT THEY DO NOT SET FORTH THE ENTIRE TEXT OF SUCH DOCUMENTS OR STATUTORY PROVISIONS. FACTUAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS BEEN PROVIDED BY THE DEBTORS’ MANAGEMENT, EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED. THE PLAN PROPONENTS DO NOT WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED HEREIN, INCLUDING THE FINANCIAL INFORMATION, IS WITHOUT ANY MATERIAL INACCURACY OR OMISSION.

THE PLAN PROPONENTS BELIEVE THAT THE PLAN WILL ENABLE THE DEBTORS TO SUCCESSFULLY REORGANIZE AND ACCOMPLISH THE OBJECTIVES OF CHAPTER 11 AND THAT ACCEPTANCE OF THE PLAN IS IN THE BEST INTERESTS OF THE DEBTORS AND THE HOLDERS OF CLAIMS AND INTERESTS. THE PLAN PROPONENTS URGE ALL HOLDERS OF CLAIMS WHOSE VOTES ARE BEING SOLICITED TO VOTE TO ACCEPT THE PLAN. IN ADDITION, THE FUTURE CLAIMANTS’ REPRESENTATIVE AND THE ASBESTOS CLAIMANTS’ COMMITTEE HAVE EXECUTED A LETTER IN SUPPORT OF THE CONFIRMATION OF THE PLAN TO BE SUBMITTED TO THE HOLDERS OF CLASS A7 AND B8 CLAIMS AS PART OF THE PLAN SOLICITATION MATERIALS.

NOTHING CONTAINED HEREIN SHALL BE DEEMED TO CONSTITUTE AN ADMISSION OF ANY FACT OR LIABILITY BY ANY PARTY, BE ADMISSIBLE IN ANY NON-BANKRUPTCY PROCEEDING INVOLVING THE DEBTORS OR ANY OTHER PARTY, OR BE DEEMED CONCLUSIVE ADVICE ON THE TAX OR OTHER LEGAL EFFECTS OF THE REORGANIZATION AS TO HOLDERS OF ALLOWED CLAIMS OR INTERESTS. YOU SHOULD CONSULT YOUR PERSONAL COUNSEL OR TAX ADVISOR ON ANY QUESTIONS OR CONCERNS RESPECTING TAX, SECURITIES, OR OTHER LEGAL CONSEQUENCES OF THE PLAN.

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II. PLAN VOTING INSTRUCTIONS AND PROCEDURES

A. Definitions

All capitalized terms used herein and not otherwise defined herein have the meanings given to them in Article I of the Plan, which is attached hereto as Appendix A, if defined in the Plan, except as expressly provided or unless the context clearly requires otherwise. Whenever the context requires, such meanings shall be equally applicable to both the singular and plural form of such terms, and the masculine gender shall include the feminine and the feminine gender shall include the masculine. Any term used in initially capitalized form in this Disclosure Statement that is not defined herein but that is used in the Bankruptcy Code shall have the meaning ascribed to such term in the Bankruptcy Code. Additionally, the rules of construction contained in Section 102 of the Bankruptcy Code apply to the construction of this Disclosure Statement.

B. Notice to Holders of Claims and Interests

This Disclosure Statement is being transmitted to holders of Impaired Claims that are entitled under the Bankruptcy Code to vote on the Plan, as well as other parties. See Section XVI of this Disclosure Statement entitled “The Solicitation; Voting Procedure” for a description of the Classes of Claims and Interests that are entitled to vote on the Plan. Holders of Integrex Interests do not receive any distributions under the Plan on account of their Interests, are deemed to have rejected the Plan and are not entitled to vote on the Plan. The primary purpose of this Disclosure Statement is to provide adequate information to enable holders of Claims against the Debtors to make a reasonably informed decision whether to vote to accept or reject the Plan.

Approval by the Bankruptcy Court of this Disclosure Statement means the Bankruptcy Court has found that this Disclosure Statement contains information of a kind and in sufficient and adequate detail to enable such Claim holders to make an informed judgment whether to accept or reject the Plan. THE BANKRUPTCY COURT’S APPROVAL OF THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE EITHER A GUARANTEE OF THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED HEREIN OR AN ENDORSEMENT OF THE PLAN BY THE BANKRUPTCY COURT.

IF THE PLAN IS APPROVED BY THE REQUISITE VOTE OF HOLDERS OF CLAIMS ENTITLED TO VOTE AND IS SUBSEQUENTLY CONFIRMED BY THE BANKRUPTCY COURT, THE PLAN WILL BIND ALL HOLDERS OF CLAIMS AGAINST, AND INTERESTS IN, THE DEBTORS, WHETHER OR NOT THEY WERE ENTITLED TO VOTE OR DID VOTE ON THE PLAN AND WHETHER OR NOT THEY RECEIVE OR RETAIN ANY DISTRIBUTIONS OR PROPERTY UNDER THE PLAN. THUS ALL HOLDERS OF CLAIMS AGAINST THE DEBTORS ARE ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND ITS APPENDICES AND SCHEDULES CAREFULLY AND IN THEIR ENTIRETY BEFORE DECIDING TO VOTE EITHER TO ACCEPT OR REJECT THE PLAN.

THIS DISCLOSURE STATEMENT IS THE ONLY DOCUMENT AUTHORIZED BY THE BANKRUPTCY COURT TO BE USED IN CONNECTION WITH

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THE SOLICITATION OF VOTES TO ACCEPT OR REJECT THE PLAN. No solicitation of votes may be made except after distribution of this Disclosure Statement, and no person has been authorized to distribute any information concerning the Debtors other than the information contained herein. No such information shall be relied upon in making a determination to vote to accept or reject the Plan.

CERTAIN OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS BY ITS NATURE FORWARD LOOKING AND CONTAINS ESTIMATES, ASSUMPTIONS AND PROJECTIONS THAT MAY BE MATERIALLY DIFFERENT FROM ACTUAL FUTURE RESULTS. Except with respect to the Pro Forma Financial Projections and Reorganization Balance Sheet set forth in Appendix B attached hereto and except as otherwise specifically and expressly stated herein, this Disclosure Statement does not purport to reflect any events that may occur subsequent to the date hereof and that may have a material impact on the information contained in this Disclosure Statement. The Debtors do not undertake any obligation to, and do not intend to, update the Financial Projections; thus, the Financial Projections will not reflect the impact of any subsequent events not already accounted for in the assumptions underlying the Financial Projections. Further, the Debtors do not anticipate that any amendments or supplements to this Disclosure Statement will be distributed to reflect such occurrences. Accordingly, the delivery of this Disclosure Statement shall not under any circumstance imply that the information herein is correct or complete as of any time subsequent to the date hereof.

EXCEPT WHERE SPECIFICALLY NOTED, THE FINANCIAL INFORMATION CONTAINED HEREIN HAS NOT BEEN AUDITED BY A CERTIFIED PUBLIC ACCOUNTING FIRM AND HAS NOT BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.

C. Solicitation Package

Each person entitled to vote to accept or reject the Plan is being provided with: (1) this Disclosure Statement; (2) the Plan (attached as Appendix A to this Disclosure Statement); (3) notification of (a) the time by which Ballots or Master Ballots, as applicable, to accept or reject the Plan must be submitted, (b) the date, time and place of the hearing to consider confirmation of the Plan and related matters, and (c) the time for filing objections to confirmation of the Plan; and (4) a Ballot or Master Ballot, as applicable (and return envelopes), to be used in voting to accept or reject the Plan. Any person who receives this Disclosure Statement but does not receive a Ballot or Master Ballot and who believes that he is entitled to vote to accept or reject the Plan or who believes he received an incorrect Ballot or Master Ballot should contact the Voting Agent at the address or telephone number set forth in Section XVI of this Disclosure Statement.

D. Voting Procedures, Ballots and Voting Deadline

After carefully reviewing the Plan, this Disclosure Statement and all related material including, without limitation, the Voting Procedures attached hereto as Appendix J (the “Voting Procedures”), creditors should indicate acceptance or rejection of the Plan by voting in favor of or against the Plan on the enclosed Ballot or Master Ballot and return it in the envelope provided. Only original Ballots and Master Ballots will be accepted.

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Each Ballot and Master Ballot has been coded to reflect the Class of Claims it represents. Accordingly, in voting to accept or reject the Plan, only the coded Ballots or Master Ballots accompanying this Disclosure Statement may be used.

IN ORDER FOR VOTES TO BE COUNTED, BALLOTS AND MASTER BALLOTS MUST BE PROPERLY COMPLETED AS SET FORTH ABOVE AND IN ACCORDANCE WITH THE VOTING PROCEDURES AND RECEIVED NO LATER THAN SEPTEMBER 1, 2006, AT 4:00 P.M. PREVAILING PACIFIC TIME (THE “VOTING DEADLINE”) BY OMNI MANAGEMENT GROUP, LLC (THE “VOTING AGENT”) OR BY FINANCIAL BALLOTING GROUP LLC (THE “SPECIAL VOTING AGENT”). NO STOCK CERTIFICATES OR DEBT INSTRUMENTS OR OTHER INSTRUMENTS OR DOCUMENTS REPRESENTING CLAIMS OR INTERESTS SHOULD BE RETURNED WITH THE BALLOT OR MASTER BALLOT.

Questions about (1) the Voting Procedures, (2) the packet of materials that has been transmitted, (3) the amount of a Claim or (4) requests for an additional copy of the Plan, this Disclosure Statement or any appendices or exhibits to such documents (for which a charge may be imposed unless otherwise specifically provided by Federal Rule of Bankruptcy Procedure 3017(d)) should be directed to:

OWENS CORNING

c/o Omni Management Group, LLC

16161 Ventura Blvd., PMB 517

Encino, CA 91436

818-905-6542 (fax)

contact@omnimgt.com

Bondholders and stockholders may contact the Special Voting Agent, Financial Balloting Group LLC, at 646-282-1800.

FOR FURTHER INFORMATION AND INSTRUCTION ON VOTING TO ACCEPT OR REJECT THE PLAN, SEE SECTION XVI OF THIS DISCLOSURE STATEMENT ENTITLED “THE SOLICITATION; VOTING PROCEDURE.”

E. Confirmation Hearing and Deadline for Objections to Confirmation

Pursuant to Section 1128 of the Bankruptcy Code and Federal Rule of Bankruptcy Procedure 3017(c), a hearing has been scheduled on confirmation of the Plan (the “Confirmation Hearing”) for September 18, 2006, at 9:00 a.m. The Confirmation Hearing may be adjourned from time to time without further notice except for the announcement of the adjournment date made at the Confirmation Hearing or at any subsequent adjourned Confirmation Hearing. Objections to confirmation of the Plan must be made in writing and must specify in detail the name and address of the objector, all grounds for the objection, and the amount and class of the Claim. Any such objection must be filed with the Bankruptcy Court on or before September 1, 2006 at 4:00 p.m. Objections to confirmation of the Plan are governed by Bankruptcy Rule 9014. Additional information regarding the filing of any objections to confirmation of the Plan is contained in the Notice accompanying this Disclosure Statement.

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III. GENERAL INFORMATION CONCERNING THE DEBTORS

The following information is only a summary and is qualified in its entirety by reference to OC’s Annual Report on Form 10-K for the year ended December 31, 2005, OC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, OC’s Annual Report on Form 10-K for the year ended December 31, 2004, OC’s Annual Report on Form 10-K for the year ended December 31, 2003, OC’s Annual Report on Form 10-K for the year ended December 31, 2002, OC’s Annual Report on Form 10-K for the year ended December 31, 2001, and OC’s Annual Report on Form 10-K for the year ended December 31, 2000, copies of which may be obtained, free of charge, through OC’s website at www.owenscorning.com. Readers of this Disclosure Statement are directed to the full text of those reports for additional information concerning the historical business and operations of OC. OC’s Annual Report on Form 10-K for the year ended December 31, 2005, may also be obtained by sending a written request. See directions for obtaining this document in Appendix D.

A. History and Description of Business

1. Introduction

OCD began as a glass fiber joint venture in the 1930’s between Owens-Illinois and Corning Glass. At the end of 1938, the year in which it was incorporated, OCD reported sales of $2,555,000 and had 632 employees. Today, OCD, along with its approximately 90 direct and indirect subsidiaries in the United States and throughout the world (collectively, OCD and its subsidiaries are referred to as “OC” or the “Company”) is a global leading producer of glass fiber materials used in composites and a leading building products company. For the year ended December 31, 2005, OC had over $6.3 billion in sales, approximately 20,000 employees around the world, and manufacturing, sales and research facilities, including joint venture and licensee relationships, in more than 30 countries. See Schedule XX to the Plan for a description of the anticipated corporate structure of the Reorganized Debtors after the Effective Date.

2. General Description of OC’s Business

OC operates in two business segments: Building Materials Systems and Composite Solutions. In 2005, the Building Materials Systems segment accounted for approximately 80% of OC’s total sales, while Composite Solutions accounted for the remainder. The products and systems provided by OC’s Building Materials Systems segment are used in residential remodeling and repair, commercial improvement, new residential and commercial construction, and other related markets. The products and systems offered by OC’s Composite Solutions segment are used in end-use markets such as building construction, automotive, telecommunications, marine, aerospace, energy, appliance, packaging and electronics. Many of OC’s products are marketed under registered trademarks, including Cultured Stone®, Propink®, Advantex® and/or the color PINK.

OC has affiliate companies in a number of countries. Generally, affiliated companies’ sales, earnings and assets are not included in either operating segment unless OC owns more than 50% of the affiliate and the ownership is not considered temporary.

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Revenue from external customers, income from operations and total assets attributable to each of OC’s operating segments and geographic regions, as well as information concerning the dependence of its operating segments on foreign operations, for each of the years 2005, 2004, and 2003, are contained in Note 3 to OC’s Consolidated Financial Statements, entitled “Segment Data” contained in OC’s Annual Report on Form 10-K for the year ended December 31, 2005. See also OC’s Annual Report on Form 10-K for the year ended December 31, 2004, OC’s Annual Report on Form 10-K for the year ended December 31, 2003, OC’s Annual Report on Form 10-K for the year ended December 31, 2002, and OC’s Annual Report on Form 10-K for the year ended December 31, 2001, copies of which may be obtained, free of charge, through OC’s website at www.owenscorning.com. OC’s Annual Report on Form 10-K for the year ended December 31, 2005, may also be obtained by sending a written request. See directions for obtaining this document in Appendix D.

(a) Building Materials Systems

Principal Products and Methods of Distribution. Building Materials Systems operates primarily in the United States and Canada. It also has a presence in Asia Pacific and Mexico. Building Materials Systems sells a variety of products and systems in two major categories: (i) insulating systems, including thermal and acoustical insulation, air ducts formed from glass wool fibers, and foam insulation; and (ii) exterior systems for the home, including roofing shingles, vinyl siding and accessories, windows and doors, manufactured stone veneer building products, and branded housewrap. These products are used primarily in the home improvement, new residential construction, manufactured housing and commercial construction markets.

Sales of building insulation systems, roofing shingles and accessories, housewrap, and vinyl siding are made primarily through home centers, lumberyards, retailers and distributors. Other channels of distribution for insulation systems in North America include insulation contractors, wholesalers, specialty distributors, metal building insulation laminators, mechanical insulation distributors and fabricators, manufactured housing producers and appliance, and automotive manufacturers. Foam insulation and related products are sold to distributors and retailers who resell to residential builders, remodelers and do-it-yourself customers; commercial and industrial markets through specialty distributors; and, in some cases, large contractors, particularly in the agricultural and cold storage markets. Some building materials products are also sold through the Company’s retail distribution centers.

OC sells asphalt products that are used internally in the manufacture of residential roofing products and are also sold to other shingle manufacturers. In addition, asphalt is sold to roofing contractors and distributors for Built-Up Roofing Asphalt systems and to manufacturers in a variety of other industries, including automotive, chemical, rubber and construction.

In Latin America, OC sells building and mechanical insulation primarily through a subsidiary in Mexico, as well as exports from U.S. plants. In Asia Pacific, OC sells primarily insulation through joint venture businesses, including two majority owned insulation plants and an insulation fabrication center in China, a minority owned joint venture in Saudi Arabia, and licensees.

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Seasonality. Sales of the Building Materials Systems segment tend to follow industry seasonal patterns in the home improvement, remodeling and renovation, and new construction markets. The peak season for home construction and remodeling generally corresponds with the second and third calendar quarters. Sales levels for the segment, therefore, are typically lower in the winter months.

Major Customers. No customer of the Building Materials Systems segment accounted for more than 7% of the segment’s sales in 2005.

(b) Composite Solutions Segment

Principal Products and Methods of Distribution. Composite Solutions operates in North America, Europe, Latin America and Asia Pacific, with affiliates and licensees around the world.

OC is a leading producer of glass fiber materials used in composites. Composites are made up of two or more components (e.g., plastic resin and a fiber, traditionally a glass fiber) and are used in various applications to replace traditional materials, such as aluminum, wood, and steel. In addition to providing base glass reinforcement materials, OC is increasingly fabricating more specialized composite systems that are designed for a particular end-use application, and entail a material, a proprietary process and a fully assembled part or system. The global composites industry has thousands of end-use applications, and OC has selected strategic markets and end-users where OC provides integral solutions, such as the building construction and transportation markets.

Within the building construction market, OC sells glass fiber and/or mat directly to a small number of major shingle manufacturers, including its own roofing business. Tubs, showers and other related internal building components used for both remodeling and new construction are major applications of composite materials in the construction market. These end-use products are some of the first successful material substitution conversions normally encountered in developing countries. Glass fiber reinforcements and composite material solutions for these markets are sold to direct accounts, and to distributors around the world, who in turn service thousands of customers.

A significant portion of transportation-related composite solutions are used in automotive applications. Non-automotive transportation applications include heavy trucks, rail cars, shipping containers, refrigerated containers, trailers and commercial ships. Growth continues in automotive applications, as composite systems create new applications or displace other materials in existing applications. There are hundreds of composites applications, including body panels, door modules, integrated front-end systems, instrument panels, chassis and underbody components and systems, pick-up truck beds, and heat and noise shields. These composite parts are either produced by original equipment manufacturers or are purchased by original equipment manufacturers from first-tier suppliers.

The Composite Solutions segment also serves thousands of applications within the consumer, industrial and infrastructure markets, which include sporting goods and marine applications. OC sells composite materials to original equipment manufacturers and other finished goods manufacturers, both directly and through distributors.

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Major Customers. No customer of the Composite Solutions segment accounted for more than 7% of the segment’s sales in 2005.

(c) Business Realignment Preceding Commencement of Chapter 11 Cases

Prior to the commencement of the Chapter 11 Cases, OC consummated several significant acquisitions and divestitures of non-strategic businesses and realigned existing businesses.

During the period 1994 through 1996, OC made a number of acquisitions for its Building Materials Systems segment in the United States and Europe. The combined purchase price for the acquisitions totaled approximately $370 million. The largest of these acquisitions was the $110 million acquisition in 1994 of Pilkington Insulation Limited and Kitsons Insulation Products Limited, the United Kingdom-based insulation manufacturing and industrial supply businesses of Pilkington PLC.

On June 27, 1997, OC acquired Fibreboard Corporation (“Fibreboard”), a North American manufacturer of vinyl siding and accessories, and manufactured stone. At the time of the acquisition, Fibreboard was a leading producer of vinyl siding and accessories, with plants in Georgia, Missouri and North Carolina in the United States, and British Columbia and Ontario in Canada. Marketing products under the brand names Norandex and Vytec, Fibreboard also operated more than 130 company-owned distribution centers in 32 states. The purchase price of the acquisition totaled approximately $660 million, including assumed debt of $138 million.

On July 28, 1997, OC acquired Amerimark Building Products, Inc. (“Amerimark”) (including its wholly-owned subsidiaries, Wolverine Coil Coating, Inc. and RBP, Inc.) for a purchase price of approximately $317 million. Amerimark was a specialty building products company serving the exterior residential housing industry. Major product lines included vinyl siding, vinyl windows and aluminum accessories for the exterior of the home.

In April 1998, OC completed the sale of its 50% interest in the Alpha/Owens Corning, L.L.C. joint venture, a manufacturer and marketer of unsaturated polyester and vinylester resins. OC sold its interest to the joint venture and Alpha Corporation of Tennessee. OC and Alpha Corporation of Tennessee had created the joint venture in 1994, combining their existing resin businesses to form the largest manufacturer of polyester resins in North America.

In September 1998, OC completed the formation of a joint venture with a U.S. subsidiary of Groupe Porcher Industries. The joint venture manufactured and sold yarns and specialty materials. OC contributed two manufacturing plants and certain proprietary technology to the joint venture, in return for a 49% interest in the joint venture. The remaining 51% interest in the joint venture was sold to the Groupe Porcher subsidiary for approximately $550 million. OC’s 49% interest was extinguished as a result of a bankruptcy case filed by the joint venture.

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In late 1999, certain OC entities, including Fibreboard, underwent an internal reorganization. On December 15, 1999, OCD approved the transfer of the assets and liabilities of Cultured Stone Corporation (“Cultured Stone”), a Fibreboard subsidiary, to OCD in exchange for the transfer by OCD of stock of Amerimark to Fibreboard. Effective December 31, 1999, Cultured Stone and Vytec Sales Corporation, also a Fibreboard subsidiary, merged with and into Fibreboard. On that same date, Fibreboard exchanged the Cultured Stone assets and liabilities for the Amerimark stock. Also on the same date, Fabwel, Inc. (“Fabwel”), a Fibreboard subsidiary, and the newly acquired Amerimark were merged with and into Norandex, Inc. (“Norandex”), a Fibreboard subsidiary, which then changed its name to Exterior Systems, Inc. (“Exterior Systems”).

During 2000, OC implemented the first phase of a strategic restructuring program, which continued throughout 2001. On February 2, 2000, OC completed the sale of the assets of Falcon Foam, a producer of expanded polystyrene foam insulation in Michigan and California, to Atlas Roofing Corp. for net proceeds of approximately $50 million. On June 5, 2000, OC completed the sale of its European building materials business to Alcopor Owens Corning Holding AG (“Alcopor Owens Corning”), an unconsolidated joint venture between OC and Alcopor Holding AG, in which OC retained a 40% interest. Proceeds from the sale, net of OC’s $34 million cash infusion into the joint venture, were $177 million.

3. Acquisitions, Divestitures and Business Realignments During the Pendency of the Chapter 11 Cases

(a) Business Realignments

Beginning in 2000, and continuing after the filing with the Bankruptcy Court of voluntary petitions for relief under Chapter 11 made by OCD and the Subsidiary Debtors (the “Filing”), OC reviewed its cost structures at that time as a response to the overall slowed economy in both the building materials and composites industries. As a result of that review, various restructuring programs were put into place as OC assessed cost structures of certain businesses and facilities as well as overhead expenditures for the entire company. One result of such assessments was the determination to exit certain businesses and consolidate in others, leading to significant restructuring charges as assets were written down to realizable value or other exit costs were recognized. In addition, a strategic review of OC’s businesses resulted in additional restructuring charges in 2002.

By Order dated December 9, 2002, OC received Bankruptcy Court approval for the restructuring of two of OC’s joint ventures in China, namely OC Shanghai and OC Guangzhou. The restructuring involved the extension of certain debt maturities and the reduction of principal by the China Lenders (as defined below), who were owed approximately $22 million, which debt was originally guaranteed by OCD. The restructuring, pursuant to the terms of the parties’ “China Standstill Agreement”, extended the debt maturities through December 31, 2005, and reduced the principal. The amounts due under this restructuring have been satisfied at an agreed discount. See Section V.F.4(b). In consideration for the maturity extensions and reduction in principal, OC agreed that the China Lenders have an Allowed unsecured guaranty Claim against the Estate in the aggregate amount of $22 million.

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(b) Acquisitions

In June 2002, OC received Bankruptcy Court approval to consummate the restructuring of OC’s Indian joint venture, Owens-Corning (India) Limited (“OCIL”), a producer of composite material. As part of the restructuring, OC, through its wholly-owned subsidiary, IPM Inc. (“IPM”), contributed approximately $3 million of cash into OCIL and agreed to allow a guaranty claim in the amount of approximately $19 million in its Chapter 11 proceedings in respect of OCIL’s junior debt. In addition, OCIL’s senior debt maturities were extended, and its junior debt was converted to approximately $7 million of redeemable convertible debentures. Through these restructuring efforts, OC’s ownership interest in OCIL increased from approximately 50% to approximately 60%. OC began consolidating OCIL on July 1, 2002, when the restructuring was consummated by all of the parties to the restructuring and approved by the Indian Government.

As of the Petition Date, Owens Corning VF Holdings, Inc. (“OCVF”), a wholly-owned subsidiary of IPM, owned 40% of Vitro OCF, SA de C.V. (“VF”), a Mexican holding company for subsidiaries engaged in the manufacturing and selling of fiberglass insulation and reinforcements in Mexico, the United States, Central and South America and the Caribbean. The remaining 60% of VF was owned by Vitro Envases Norteamerica, S.A. de C.V. (“VENA”), a corporation organized under the laws of Mexico. By Order dated March 22, 2004, the Bankruptcy Court authorized Owens Corning and OCVF to consummate the terms of a Stock Purchase Agreement with VENA and VENA’s corporate parent, Vitro, S.A. de C.V. (“Vitro”). Among other things, the Stock Purchase Agreement provided for OCVF to purchase VENA’s 60% interest in VF for approximately $73 million. With approval of the Bankruptcy Court, OCVF obtained the funds necessary to purchase the stock via a sale of its preferred stock to Owens Corning Canada, Inc. (“OCC”), a wholly-owned, non-debtor, indirect subsidiary of IPM.

In September 2005, the Bankruptcy Court authorized Exterior Systems, Inc. to purchase substantially all of the assets of Wolverine Fabricating, Inc., a California corporation engaged in the business of supplying fabricated parts to customers in the recreational vehicle and cargo trailer industries. The purchase price for this acquisition was approximately $15 million, subject to certain adjustments and various terms and conditions. In connection with the transaction, the parties also executed lease, consulting, transition services and other agreements. This acquisition was designed to enable the Debtors to expand their recreational vehicle exterior business and operations to the West Coast, serve the recreation vehicle fabrication needs of California, Oregon and Washington and enable the Debtors to add new product lines to the Debtors’ recreational vehicle exterior business.

On February 3, 2006, the Bankruptcy Court entered an order approving certain agreements regarding the acquisition by Owens Corning Japan Ltd. (“OC Japan”), a wholly-owned subsidiary of IPM, of the stock of a newly-formed company that owns certain composite-related assets previously owned by Asahi Fiber Glass Co., Ltd. Such agreements provided for the following: (a) Asahi Fiber Glass Co., Ltd.’s transfer of its reinforcement and compounding businesses to NewCo, a newly-formed, wholly-owned subsidiary of Asahi Fiber Glass Co., Ltd.; (b) OC Japan’s purchase of 100% of the shares of NewCo; (c) NewCo’s lease of certain buildings and land from Asahi Fiber Glass Co., Ltd.;

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(d) the lease of certain precious metals from Asahi Fiber Glass Co., Ltd.; and (e) the allocation among the parties of certain potential liabilities for specified environmental, health and safety obligation. Closing occurred on or about May 1, 2006.

(c) Divestitures

During the first quarter of 2001, OC completed the sale of the majority of its interest in Engineered Pipe Systems, Inc. (“EPS”), a producer of glass-reinforced plastic pipe with operations mostly in Europe. EPS and Saudi Arabian Amiantit Co. (“Amiantit”) had entered into a Stock Purchase Agreement, dated February 28, 2001, pursuant to which EPS sold to Amiantit all of the capital stock of its wholly-owned subsidiaries, Flowtite A/S and Flowtite Technology A/S. Also pursuant to the Stock Purchase Agreement, Amiantit purchased from Norske EPS BOT A/S, its interest in Flowtite Botswana Ltd. The purchase price was $2 million. By letter dated May 29, 2001, the Official Committee of Unsecured Creditors (the “Unsecured Creditors’ Committee”) represented to the Debtors that it had no objection to the Stock Purchase Agreement, or the implementation of the transactions related to these agreements. Net proceeds from the sale were $22 million.

OC completed its divestiture of the pipe business with a sale of certain other operations to Amiantit pursuant to a Stock Purchase Agreement, dated November 21, 2001. The purchase price for the sale of these interests was $2.6 million. By letter dated November 29, 2001, the Unsecured Creditors’ Committee represented to the Debtors that it had no objection to the Stock Purchase Agreement or the implementation of the transactions provided for under the agreement.

During the fourth quarter of 2001, OC sold its remaining 40% interest in Alcopor Owens Corning, an unconsolidated joint venture for net proceeds of $23 million. On October 29, 2001, OC received approval from the Bankruptcy Court to finalize the transaction, as modified.

During the first quarter of 2003, OC sold the assets of its metal systems and mineral wool businesses to ALSCO Metals Corporation. The purchase price for the sale of these assets was $56 million. The company received Bankruptcy Court approval to sell such assets on May 19, 2003. See Section V.F.18(g).

B. Financial Structure of the Company at the Petition Date

1. Capitalization

The following table sets forth the consolidated current liabilities and capitalization of OC as of the dates indicated. The table does not reflect OC’s pre-petition asbestos liability. This information is qualified in its entirety by, and should be read in connection with, the Consolidated Financial Statements of OC (including the notes thereto) that are included in OC’s Annual Report on Form 10-K for the year ended December 31, 2005, as well as the Consolidated Financial statements of OC included in OC’s other reports filed with the SEC, which may be obtained, free of charge, through OC’s website at www.owenscorning.com. OC’s Annual Report on Form 10-K for the year ended December 31, 2005, may also be obtained by sending a written request. See directions for obtaining this document in Appendix D.

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(in millions of dollars)

	As of
	October 4, 2000			December 31, 2005
Current Liabilities
Accounts Payable and Accrued Liabilities	$	281		1,032
Accrued Post-petition interest		—		735
Short-term Debt		50		6
Long-term Debt – current portion		10		13
Long-term Debt		66		36
Other
Other employee benefits liability		322		410
Pension Plan liability		41		684
Other		133		199
Liabilities Subject to Compromise (excluding Asbestos)		3,503		3,304
Company-obligated Securities of Entities Holding Solely Parent Debentures-subject to compromise		195		200
Minority Interest		47		47
Total Liabilities and Minority Interest	$	4,648		6,666
Stockholders’ Equity
Common Stock		6		6
Additional Paid-In Capital		694		692
Deficit		(1,876	)	(8,546	)
Accumulated other comprehensive loss		(103	)	(297	)
Other		(9	)	(2	)
Total Stockholders’ Equity		(1,288	)	(8,147	)
Total Liabilities and Stockholders’ Equity (excluding Asbestos)	$	3,360		(1,481	)

2. Pre-petition Indebtedness

As of the Petition Date, OCD, the Subsidiary Debtors and certain Non-Debtor Subsidiaries were parties to a Credit Agreement, dated as of June 26, 1997 (the “Credit Agreement”), with certain banks listed in Annex A thereto and with Credit Suisse First Boston, as agent for the lenders signatory thereto. The Credit Agreement initially provided a revolving credit line of up to $2 billion available in the form of revolving loans. The initial borrowers under the Credit Agreement were: OCD, European Owens-Corning Fiberglas S.A., N.V., Owens-Corning S.A., Owens-Corning Canada Inc., Owens-Corning UK Holdings Ltd. and Sierra Corp. (and Fibreboard as successor to Sierra Corp. after the merger of Sierra Corp. with Fibreboard). The Credit Agreement was amended by Amendment No. 1, dated as of February 20, 1998 (“Amendment No. 1”), pursuant to which Owens-Corning Fiberglas (U.K.) Ltd., Owens Corning Building Products (U.K.) Ltd., Owens Corning Polyfoam UK Ltd. and Owens-Corning Isolation France S.A. were added as borrowers under the credit facility. In addition, Amendment No. 1, among other things, reduced the maximum amount of the

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commitment under the credit facility to $1.8 billion. The Credit Agreement was again amended by Amendment No. 2, dated as of November 30, 1998, pursuant to which, among other things, certain financial covenants were modified to accommodate the National Settlement Program (“NSP”) (“Amendment No. 2”, and the Credit Agreement as amended by Amendment No. 1 and Amendment No. 2, the “1997 Credit Agreement”). The obligations under the 1997 Credit Agreement were guaranteed by certain Subsidiaries of OCD (collectively, the “Subsidiary Guarantors”). OCD was a guarantor, in addition to a borrower, under the 1997 Credit Agreement.

At the Petition Date, IPM, Vytec Corporation, Owens-Corning Fiberglas Sweden Inc., Falcon Foam Corporation, Integrex, Fibreboard, Exterior Systems, Inc., Owens-Corning Fiberglas Technology Inc., and Soltech, Inc. were Subsidiary Guarantors of the obligations under the 1997 Credit Agreement. As of the Petition Date, the principal amount outstanding under the 1997 Credit Agreement was $1,565,919,519 (including contingent liabilities for undrawn letters of credit in the amount of $250,919,519). Certain joint plans filed by the Plan Proponents which pre-dated the current Plan provided for substantive consolidation of the Debtors who were borrowers or guarantors under the 1997 Credit Agreement. Based on the proposed substantive consolidation, the Bank Holders would have had a single claim against the consolidated Debtors. Under the previously proposed plans, the Bank Holders would likely have not been paid in full and claims for postpetition interest would not have been Allowed.

On August 15, 2005, the United States Court of Appeals for the Third Circuit (the “Third Circuit”) reversed the Memorandum and Order Concerning Substantive Consolidation (the “Substantive Consolidation Order”) previously issued by the District Court. In the Substantive Consolidation Order, the District Court had granted the motion of OCD and certain of its subsidiaries for substantive consolidation. Petitions for rehearing were denied by the Third Circuit on September 28, 2005. Petitions for writ of certiorari filed by the Official Representatives and Future Claimants’ Representative were denied by the Supreme Court on May 1, 2006. The Third Circuit’s reversal of the District Court’s Substantive Consolidation Order has resulted in significant modifications of the Plan and impacts the relative amounts ultimately payable to various creditor classes, including the extent to which post-petition interest and certain other post-petition fees are payable to the Bank Holders. See also Section V.F.11(b)(i).

As a result of the Third Circuit’s reversal of the District Court’s Substantive Consolidation Order and the Debtors’ evaluation of the distributable values of OCD and its subsidiaries considered on a non-substantively consolidated basis, OC recorded, for the period ended December 31, 2005, expenses with respect to the obligations under the 1997 Credit Agreement for the period from October 5, 2000, the Petition Date, through December 31, 2005, in the amount of $747 million relating to post-petition interest and certain other post-petition fees, and an additional $54 million for the period January 1 through March 31, 2006. These expenses were accrued because the Debtors have determined that, based upon the Third Circuit’s reversal of the Substantive Consolidation Order and the Debtors’ resulting evaluation of the distributable values (considered on a non-substantively consolidated basis) of OCD and certain of its debtor and non-debtor subsidiaries, it is probable that such expenses will be payable by certain of the debtors and/or non-debtor subsidiaries which are either obligors under, or guarantors of, the 1997 Credit Agreement. The recorded amount of $801 million is the Debtors’

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best estimate of the potential liability for post-petition interest and certain other post-petition fees under the 1997 Credit Agreement through March 31, 2006, and, with respect to interest, reflects the application of the Base Rate plus 2% (as described below) applied on a compounding basis (compounded quarterly). However, this estimate is based on numerous factual and legal uncertainties, including the interpretation of contractual provisions concerning such interest and other fees, and the Debtors reserve the right to object, if and as appropriate in its judgment, to the ultimate entitlements to such interest and other fees and to the amount of such interest and other fees in the Chapter 11 cases (or other proceedings). Moreover, the actual amount of post-petition interest and fees, if any, that may be payable with respect to the 1997 Credit Agreement is subject to various factors, including the outcome of negotiations among various creditor constituencies and/or the resolution of litigation between various claimants regarding the liability of OCD and its subsidiaries for certain pre-petition liabilities. Absent developments that alter the Debtors’ determination as to the probability that post-petition interest and other fees will be payable or the best estimate of the amount of post-petition interest and other fees that may be payable, and subject to the distributable values it estimates from time to time are available to satisfy such post-petition interest and other fees under the 1997 Credit Agreement on a non-substantively consolidated basis, the Debtors expect to continue to accrue interest on the obligations under the 1997 Credit Agreement in future periods, to the extent required under applicable law, at a rate equal to the Base Rate (as defined in the 1997 Credit Agreement) plus 2% applied on a compounding basis (compounded quarterly), and post-petition fees. The Base Rate (as defined in the 1997 Credit Agreement) is a floating rate equal to the higher of (i) the prime commercial lending rate of Credit Suisse First Boston and (ii) the Federal Funds Rate plus 0.50% per annum. The actual amounts of post-petition interest and other fees, to be payable under the 1997 Credit Agreement for the period from the petition date through the Effective Date of the Plan are estimated in Schedule XII to the Plan as it may be amended up to ten (10) Business Days prior to the Objection Deadline.

See Section V.F.11(b)(i) of this Disclosure Statement entitled “Substantive Consolidation Proceedings” and Section V.F.10 entitled “Implementation of Process for Resolution of Inter-Creditor Issues” and Section V.G. entitled “Avoidance Actions in the Chapter 11 Cases” of this Disclosure Statement, for further description of the litigation relating to the Subsidiary Guarantees.

OC’s other principal loan indebtedness as of the Petition Date (excluding intercompany indebtedness) included:

Notes	Aggregate Original Principal Amount		Amount Outstanding (principal and accrued interest) as of October 1, 2000
$400 Million Debentures due 2018 (7.5%)	$	400,000,000	$405,333,333 ($400,000,000 / $5,333,333	)
$550 Million Term Notes (First Series) due 2005 (7.500%)	$	300,000,000	$309,625,000 ($300,000,000 / $9,625,000	)
$550 Million Term Notes (Second Series) due 2008 (7.700%)	$	250,000,000	$258,234,722 ($250,000,000 / $8,234,722	)
$250 Million Notes due 2009 (7.000%)	$	250,000,000	$250,923,611 ($250,000,000 / $923,611	)
$150 million 8.875% Debentures of the $300 Million High Coupon Debentures due 2002	$	150,000,000	$41,269,153 ($40,045,000 / $1,224,153	)

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Notes	Aggregate Original Principal Amount		Amount Outstanding (principal and accrued interest) as of October 1, 2000
$150 million 9.375% Debentures of the $300 Million High Coupon Debentures due 2012	$	150,000,000	$7,213,654 ($6,988,000 / $225,654	)
130 Million DEM Bearer Bonds due 2000 (7.250%)		130,000,000 DEM	$62,776,357 ($60,572,174 / $2,204,183	)
Industrial Revenue Bonds			$9,950,000
TOTAL			$1,345,325,830 ($1,317,555,174 / $27,770,656	)

Collectively, the debt securities listed above are referred to as the “Pre-petition Bonds”. The amounts outstanding as stated above are based on the Debtors’ books and records. Approval of this Disclosure Statement and solicitation of the Plan are without prejudice to the rights of the Pre-petition Indenture Trustees to assert a different amount is outstanding as of the Petition Date under any of the Pre-petition Bond Indentures. See Section VII.B.3.(c)(ii) of this Disclosure Statement for a description of the treatment of Bondholders Claims under the Plan.

In May 1995, Owens-Corning Capital L.L.C., a special purpose Delaware limited liability company, issued and sold four million shares of 6.5% Convertible Monthly Income Preferred Securities (the “MIPS”) for aggregate gross proceeds of approximately $200 million. Owens-Corning Capital L.L.C. then lent the proceeds from the MIPS issuance, together with the proceeds from the issuance of common limited liability company interests, to OCD, which loan was evidenced by the issuance by OCD to Owens-Corning Capital L.L.C. of approximately $253 million in aggregate principal amount of OC’s 6.5% Convertible Subordinated Debentures due 2002. As of December 31, 2004, $253,104,600 of these convertible subordinated debentures remained outstanding. Under the Plan, the term “MIPS Claims and Interests” are defined to mean all Claims directly or indirectly against OCD (or Interests to the extent any such Claims may be characterized as Interests) by the holders of the 6.5% Convertible Monthly Income Preferred Securities issued by Owens-Corning Capital L.L.C. or any Person (including any trustee) asserting such Claims derivatively or otherwise on behalf of such holders, including (i) the Claims of Owens-Corning Capital L.L.C. for approximately $253 million original aggregate principal amount arising from OCD’s 6.5% Convertible Subordinated Debentures due 2002, issued pursuant to an indenture dated as of May 10, 1995, between OCD, Owens-Corning Capital L.L.C. and Harris Trust and Savings Bank, as trustee, (ii) Claims arising under the guarantee agreement, dated as of May 10, 1995, in respect of such Convertible Subordinated Debentures executed by OCD as guarantor, (iii) the Claim of The Bank of New York (“BONY”), as Special Trustee on behalf of the holders of the 6.5% Convertible Monthly Income Preferred Securities, and (iv) any Interests of the foregoing to the extent any rights of such holders may be characterized as OCD Interests. The rights against OCD under the Convertible Subordinated Debentures, to the extent they are Claims, are contractually subordinated to Senior Indebtedness Claims. As a result, under the Plan, the distributions which would otherwise be made to holders of the MIPS Claims, had the MIPS Claims not been subordinated, will be paid or issued to the holders of Allowed Claims in Classes A5 and A6-B (and, under certain circumstances, to holders of Allowed Class A4 Claims) in accordance with the subordination provisions of the agreements or instruments providing for the subordination. See Section VII.B.3(c)(ii) and VII.B.3(e)(ii) of this Disclosure Statement and

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Sections 3.3(c)(ii) and 3.3(e)(ii) of the Plan. Any Interests in OCD with respect to the MIPS, including, but not limited to, conversion rights to OCD stock, shall be cancelled, extinguished and retired. However, if Classes A5, A6-A, A6-B, A7, A10 and A11 all accept the Plan, the Class A11 Warrants shall be issued to the holders of Allowed Class A11 Claims on a Pro Rata basis. If Classes A5, A6-A, A6-B, A7, A10, A11 and A12-A all accept the Plan, the Class A12-A Warrants shall be issued to the holders of Allowed Class A12-A Interests (Existing OCD Common Stock) on a Pro Rata basis. For a discussion of the treatment of OCD Subordinated Claims, See Section VII.B.3(h) of this Disclosure Statement entitled “Class A11: OCD Subordinated Claims.” For a discussion of the treatment of OCD Interests, see Section VII.B.3(i) and (j) of this Disclosure Statement entitled “Class A12-A: Existing OCD Common Stock and Class A12-B: OCD Interests Other Than Existing OCD Common Stock.

BONY, as successor Trustee under the Indenture dated as of May 10, 1995, for the 6.5% Convertible Subordinated Debentures due 2002 (the “MIPS Indenture”), and certain holders of MIPS Claims and Interests have alleged several defects in prior plans with respect to its asserted claims and the rights of the holders of the MIPS. BONY and such holders have asserted: (a) that, to the extent the Plan’s definition of “MIPS Claims” includes claims of BONY for fees and expenses, the Plan improperly classifies claims that are not subordinated with subordinated claims; and (b) that the Plan improperly discriminates between The Bank of New York’s claim for fees and expenses and the claims of Pre-petition Indenture Trustees, by excluding the MIPS Indenture from the Plan’s definition of Pre-Petition Bond Indentures. The Debtors disagree with each of these assertions. Although the Plan gives BONY, as trustee, different treatment, regarding fees and expenses, than it provides to Pre-petition Indenture Trustees (e.g., by not providing for BONY to retain its liens, if any, on any payments or distribution made to the holders of the MIPS Claims and Interests), the Debtors believe such disparate treatment is justified. Other than certain warrants, the holders of Subordinated Claims and the holders of Interests receive no distributions under the Plan and, as a consequence, BONY will not be disbursing any funds to such holders and there will be no property to which its lien could attach.

In 1991, OCD formed O. C. Funding B.V. (“O.C. Funding”), a closed company with limited liability organized under the laws of The Netherlands, as a wholly-owned subsidiary of OCD for the purposes of obtaining financing for OCD and its subsidiaries. O.C. Funding subsequently issued $150,000,000 aggregate principal amount of its 10% Guaranteed Debentures due 2001 (the “O.C. Funding B.V. Debentures”), which were guaranteed as to payment of principal and interest, on an unsubordinated basis, by OCD. The O.C. Funding B.V. Debentures were issued pursuant to an indenture dated as of May 15, 1991, between O.C. Funding, OCD and The Bank of New York, as trustee. The guarantee by OCD was issued pursuant to that indenture.

Substantially all of the net proceeds of the issuance of the O.C. Funding B.V. Debentures were lent by O.C. Funding to OCD pursuant to a loan agreement dated June 11, 1991. The intercompany loan was evidenced by a promissory note in the principal amount of $148,000,000 (the “Debentures Intercompany Note”). Payment on the intercompany loan was made subject to the terms of an attached schedule containing certain subordination provisions.

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As of the Petition Date, $42,395,000 aggregate principal amount of the O.C. Funding B.V. Debentures remained outstanding. Wilmington Trust Company, as successor trustee, filed a proof of claim against OCD in the amount of $43,855,272 on account of the foregoing guaranty plus accrued interest.

KBC Bank Nederland N.V. (“KBC Bank”) loaned $20 million to O.C. Funding under a Credit Agreement dated August 10, 1999, between O.C. Funding and KBC Bank (the “KBC Agreement”). The loan to O.C. Funding was guaranteed on an unsubordinated basis by OCD. O.C. Funding subsequently lent the proceeds of its borrowing under the KBC Agreement to OCD, which intercompany borrowing was represented by a promissory note in the principal amount of $20,000,000.

Westdeutsche Landesbank Girozentrale (“West LB”) loaned $10 million to O.C. Funding under a Credit Facility dated February 24, 2000, between O.C. Funding and West LB (the “West LB Facility”). The loan to O.C. Funding was guaranteed on an unsubordinated basis by OCD. O.C. Funding subsequently lent the proceeds of its borrowing under the KBC Agreement to OCD, which intercompany borrowing was represented by a promissory note in the principal amount of $11,800,000.

As of the Petition Date, $20,379,264 (including accrued interest) was outstanding under the KBC Agreement, and $10,135,236 (including accrued interest) was outstanding under the West LB Facility. KBC Bank filed a proof of claim based on its guaranty from OCD in the amount of $20,379,264 and West LB filed a proof of claim based on its guaranty from OCD in the amount of $10,135,236, exclusive of postpetition interest.

In July 2003, certain holders of the outstanding O.C. Funding B.V. Debentures advised OCD that they were cooperating with the holders of the outstanding debt under the KBC Agreement and West LB Facility concerning the assertion of claims relating to the O.C. Funding B.V. Debentures, the KBC Agreement and the West LB Facility (collectively, the “O.C. Funding Creditors”). The O.C. Funding Creditors made a number of claims relating to the indebtedness under the O.C. Funding B.V. Debentures, including that the subordination provisions governing certain of the intercompany indebtedness were not enforceable. A holder of the O.C. Funding B.V. Debentures, in its capacity as a creditor of O.C. Funding, began court proceedings in The Netherlands seeking, among other relief, to compel O.C. Funding to assert its claim under such intercompany indebtedness on an unsubordinated basis. Although OCD believed that it had meritorious positions with respect to the assertions made by the O.C. Funding Creditors, OCD believed it was in the best interests of its creditors and the maintenance of undisrupted business operations to settle the O.C. Funding Creditors’ claims by reaching an agreement as to the amount and priority of claims that OCD would support as allowed claims in the bankruptcy proceedings. Accordingly, OCD reached an agreement with the O.C. Funding Creditors pursuant to which there would be (i) Allowed Claims in Class A5 aggregating $43,855,272 in respect of the claims of the holders of the O.C. Funding B.V. Debentures, Allowed Claims in Class A6-B aggregating $20,387,333 under the KBC Agreement and Allowed Claims in Class A6-B aggregating $10,135,236 under the West LB Facility arising under the direct guarantees by OCD of each such obligation, (ii) Allowed Claims in Class A6-A aggregating $50,858,291 in respect of a negotiated portion of the claims of O.C. Funding against OCD under the intercompany notes entered into for financings relating to the loan of proceeds

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from the O.C. Funding B.V. Debentures, the KBC Agreement and the West LB Facility, and (iii) an Allowed Claim in Class A11 of $23,336,305 in respect of the remaining claims of O.C. Funding against OCD under the intercompany notes entered into for financings relating to the loan of proceeds from the O.C. Funding B.V. Debentures, the KBC Agreement and the West LB Facility (the “OCFBV Settlement Agreement”). The OCFBV Settlement Agreement was approved by the Bankruptcy Court by Order entered June 25, 2004.

OC’s other indebtedness subject to compromise at the Petition Date and as of March 31, 2006, consisted of other long-term debt through 2012 at rates from 6.25% to 13.8% in an aggregate amount of $62 million and $92 million, respectively. For a description of other indebtedness, see OC’s Annual Report on Form 10-K for the year ended December 31, 2005, OC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, OC’s Annual Report on Form 10-K for the year ended December 31, 2004, OC’s Annual Report on Form 10-K for the year ended December 31, 2003, OC’s Annual Report on Form 10-K for the year ended December 31, 2002, OC’s Annual Report on Form 10-K for the year ended December 31, 2001, and OC’s Annual Report on Form 10-K for the year ended December 31, 2000, copies of which may be obtained, free of charge, through OC’s website at www.owenscorning.com. OC’s Annual Report on Form 10-K for the year ended December 31, 2005, and OC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, may also be obtained by sending a written request. See directions for obtaining these documents in Appendix D.

3. Pre-petition Intercompany Debt

In addition to the foregoing pre-petition indebtedness, the Debtors’ Amended and Restated Schedules reflected intercompany indebtedness as of the Petition Date. For a discussion of prepetition Intercompany Claims, see Section V.F.14(e).

4. Pre-petition Equity

Prior to the Petition Date, OCD’s common stock, par value $0.10 per share (the “Existing OCD Common Stock”) was listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “OWC.” As of the Petition Date, OCD had 100 million shares of authorized common stock, of which 55,423,132 shares were outstanding. Effective January 30, 2003, OCD’s common stock was removed from listing and registration on the NYSE for failing to meet certain continued listing standards of the NYSE. Effective December 19, 2002, OCD’s common stock has been traded on the Over-The-Counter Bulletin Board under the ticker symbol “OWENQ.”

OCD declared and paid regular dividends of $.075 per share of Existing OCD Common Stock for each of the first two quarters of 2000. OCD declared but did not pay, as a result of the Filing, the regular dividend for the third quarter of 2000. See Section V.G.3(a) of this Disclosure Statement entitled “Dividend Action” for a discussion of certain actions that have been filed in the Chapter 11 Cases to avoid certain dividends paid to certain of the Debtors’ shareholders and to recover such dividends for the Debtors’ Estates as a fraudulent conveyance.

As of January 31, 2006, there were 6,516 stockholders of record of the Existing OCD Common Stock.

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See Section V.F.21 of this Disclosure Statement entitled “Notice Procedures and Transfer Restrictions on Trading of Equity Securities.”

See Section VII.B.3(i) of this Disclosure Statement for a description of the treatment of the Existing OCD Common Stock under the Plan.

IV. BACKGROUND OF ASBESTOS-RELATED LITIGATION

A. Pre-Petition Claims Against OCD

Prior to the Petition Date, numerous claims had been asserted against OCD alleging personal injuries arising from inhalation of asbestos fibers. Virtually all of these claims arose out of OCD’s manufacture, distribution, sale or installation of an asbestos-containing calcium silicate, high temperature insulation product, the manufacture and distribution of which was discontinued in 1972. OCD received approximately 18,000 asbestos personal injury claims during 2000, approximately 32,000 such claims during 1999 and approximately 69,000 such claims during 1998.

B. Pre-Petition Claims Against Fibreboard

Prior to 1972, Fibreboard manufactured asbestos-containing products, including insulation products. Fibreboard has since been named as a defendant in many thousands of personal injury claims for injuries allegedly caused by asbestos exposure. Fibreboard received approximately 22,000 asbestos personal injury claims during 2000.

1. The Fibreboard Insurance Settlement Trust

In an effort to deal with the financial impact of its existing and future asbestos-related personal liability in the early 1990’s, Fibreboard entered into a settlement agreement with two of its insurers, ultimately resulting in the creation of a trust (the “Fibreboard Insurance Settlement Trust”). See Section IV.C.3(c) of this Disclosure Statement entitled “Insurance Settlement” for a discussion of the Insurance Settlement entered into by Fibreboard with respect to its asbestos-related liability.

During the fourth quarter of 1999, the Fibreboard Insurance Settlement Trust was funded with $1.873 billion in proceeds from the settlement referred to above. The terms of the Fibreboard Insurance Settlement Trust provided for the funds in the trust to be applied solely to the costs of resolving pending and future Fibreboard asbestos-related liabilities, whether incurred as a result of a judgment in litigation or a settlement, or otherwise.

During 2000 prior to the Petition Date, payments made out of the Fibreboard Insurance Settlement Trust for asbestos-related claims against Fibreboard totaled $820 million, including $45 million in defense, claims processing and administrative expenses. As a result of the Filing, no payments for such claims have been made from the Fibreboard Insurance Settlement Trust since the Petition Date.

The assets of the Fibreboard Insurance Settlement Trust are comprised of marketable securities. The Fibreboard Insurance Settlement Trust has received a ruling from the

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United States Internal Revenue Service (“IRS”) that it is a “qualified settlement fund” for United States federal income tax purposes. At March 31, 2006, the fair value of assets in the Fibreboard Insurance Settlement Trust was $1.309 billion. In addition, there are approximately $127 million in Administrative Deposits held in settlement accounts to pay applicable Fibreboard asbestos claim settlements. See Section IV.C.4 of this Disclosure Statement entitled “NSP Administrative Deposits” for a discussion of these Administrative Deposits.

2. The Committed Claims Account

Fibreboard also has an interest of approximately $33 million in the balance of the account (the “Committed Claims Account”) established by Fibreboard and Continental Casualty Company (“Continental”) pursuant to the Agreement Between Fibreboard and Continental On Remaining Issues, dated December 13, 1999, which was the subject of a Stipulation and Agreed Order Between Debtors and Continental Casualty Company Regarding Status and Disposition of Funds in Committed Claims Account and Related Matters Under Buckets Agreement, entered by the Bankruptcy Court on June 27, 2001. Under the Plan, the Committed Claims Account is being transferred to the FB Sub-Account of the Asbestos Personal Injury Trust for the benefit of the holders of Allowed Claims in Class B8, FB Asbestos Personal Injury Claims. See Section VII.B.4(d)(iii) of this Disclosure Statement entitled “Impaired Classes of Claims — Class B8: FB Asbestos Personal Injury Claims —Funding of the FB Sub-Account.”

C. National Settlement Program

1. General

Beginning in late 1998, OCD implemented the NSP to resolve personal injury asbestos claims through settlement agreements with individual plaintiffs’ law firms (the “NSP Agreements”).

The NSP was intended to better manage the asbestos liabilities of OCD and to help OCD better predict the timing and amount of indemnity payments for both pending and future asbestos claims. The number of law firms participating in the NSP expanded from approximately 50 when the NSP was established to approximately 120 as of the Petition Date. The NSP Agreements extended through at least 2008 and provided for the resolution of existing asbestos claims, including unfiled claims pending with the participating law firm at the time it entered into an NSP Agreement (“Initial Claims”). The NSP Agreements also established procedures and fixed payments for resolving, without litigation, claims against either OCD or Fibreboard, or both, arising after a participating firm entered into an NSP Agreement (“Future Claims”).

Settlement amounts for both Initial Claims and Future Claims were negotiated with each firm participating in the NSP, and each firm was to communicate with its respective clients to obtain authority to settle individual claims. Payments to individual claimants were to vary based on a number of factors, including the type and severity of disease, age and occupation. All such payments were subject to delivery of satisfactory evidence of a qualifying medical condition and exposure to OCD’s and/or Fibreboard’s products, delivery of customary releases by each claimant, and other conditions. Certain claimants settling non- malignancy

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claims with OCD and/or Fibreboard were entitled to an agreed pre-determined amount of additional compensation if they later developed a more severe asbestos-related medical condition.

As to Future Claims, each participating NSP firm agreed (consistent with applicable legal requirements) to recommend to its future clients, based on appropriately exercised professional judgment, to resolve their asbestos personal injury claims against OCD and/or Fibreboard through an administrative processing arrangement, rather than litigation. In the case of Future Claims involving non-malignancy, claimants were required to present medical evidence of functional impairment, as well as the product exposure criteria and other requirements set forth above, to be entitled to compensation.

2. OCD’s Experience with the NSP

(a) NSP Claims Against OCD

As of the Petition Date, the NSP covered approximately 239,000 Initial Claims against OCD, approximately 150,000 of which had satisfied all conditions to final settlement, including receipt of executed releases, or other resolution (the “Final NSP Settlements”) at an average cost per claim of approximately $9,300. As of the Petition Date, approximately 89,000 of such Final NSP Settlements had been paid in full or otherwise resolved, and approximately 61,000 were unpaid in whole or in part. As of such date, the remaining balance payable under NSP Agreements in connection with these unpaid Final NSP Settlements was approximately $510 million. Through the Petition Date, OCD had received approximately 6,000 Future Claims under the NSP.

(b) Non-NSP Claims Against OCD

As of the Petition Date, approximately 29,000 asbestos personal injury claims were pending against OCD outside the NSP. This compares to approximately 25,000 such claims pending on December 31, 1999. The information needed for a critical evaluation of pending claims, including the nature and severity of disease and definitive identifying information concerning claimants, typically becomes available only through the discovery process or as a result of settlement negotiations, which often occur years after particular claims are filed. As a result, OCD has limited information about many of such claims.

OCD resolved (by settlement or otherwise) approximately 10,000 asbestos personal injury claims outside the NSP during 1998, 5,000 such claims during 1999 and 3,000 such claims during 2000 prior to the Petition Date. The average cost of resolution was approximately $35,900 per claim for claims resolved during 1998, $34,600 per claim for claims resolved during 1999, and $44,800 per claim for claims resolved during 2000 prior to the Petition Date. Generally, these claims were settled as they were scheduled for trial, and they typically involved more serious injuries and diseases. Accordingly, OCD does not believe that such average costs of resolution are representative of the value of the non-NSP claims then pending against OCD.

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(c) Asbestos-Related Payments by OCD

As a result of the Filing, OCD has not made any asbestos-related payments since the Petition Date except for approximately $20 million paid on its behalf by third parties pursuant to appeal bonds issued prior to the Petition Date. During 1999 and 2000 (prior to the Petition Date), OCD made asbestos-related payments falling within four major categories: (1) settlements in respect of verdicts incurred or claims resolved prior to the implementation of the NSP; (2) NSP settlements; (3) non-NSP settlements covering cases not resolved by the NSP; and (4) defense, claims processing and administrative expenses, as follows:

	1999 (In millions of dollars)		2000 (through October 4)1 (In millions of dollars)
Pre-NSP Settlements	$	170	$	51
NSP Settlements		570		538
Non-NSP Settlements		30		42
Defense, Claims Processing and Administrative Expenses		90		54
Total2	$	860	$	685

Prior to the Petition Date, OCD deposited certain amounts in settlement accounts to facilitate claims processing under the NSP (“Administrative Deposits”). See Section IV.C.4 of this Disclosure Statement entitled “NSP Administrative Deposits.”

3. Fibreboard’s Experience with the NSP

(a) NSP Claims Against Fibreboard

As described above, OCD acquired Fibreboard in 1997. Fibreboard executed the NSP Agreements and became a participant in the NSP effective in the fourth quarter of 1999. The NSP Agreements settled asbestos personal injury claims that had been filed against Fibreboard by participating plaintiffs’ law firms and claims that could have been filed against Fibreboard by such firms following the lifting, in the third quarter of 1999, of an injunction which had barred the filing of asbestos personal injury claims against Fibreboard.

As of the Petition Date, the NSP covered approximately 206,000 Initial Claims against Fibreboard, approximately 118,000 of which had satisfied all conditions to final settlement, including receipt of executed releases, or other resolution as Final NSP Settlements at an average cost per claim of approximately $7,400. As of the Petition Date, approximately 62,000 of such Final NSP Settlements had been paid in full or otherwise resolved, and approximately 56,000 were unpaid in whole or in part. As of such date, the remaining balance payable under NSP Agreements in connection with these unpaid Final NSP Settlements was approximately $330 million. The NSP Agreements also provided for the resolution of Future Claims under the NSP against Fibreboard through the administrative processing arrangement described above. Through the Petition Date, Fibreboard had received approximately 6,000 Future Claims under the NSP.

¹ Since the Petition date, all pre-petition asbestos claims and pending litigation against the Debtors, including, without limitation, claims under the NSP, have been automatically stayed.

² Amounts shown are before tax and application of insurance recoveries.

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(b) Non-NSP Claims Against Fibreboard

As of the Petition Date, approximately 9,000 asbestos personal injury claims were pending against Fibreboard outside the NSP. This compares to approximately 1,000 such claims pending on December 31, 1999. Fibreboard resolved (by settlement or otherwise) approximately 2,000 asbestos personal injury claims outside the NSP during 2000 prior to the Petition Date at an average cost of resolution of approximately $45,000 per claim. Generally, these claims were settled as they were scheduled for trial, and they typically involved more serious injuries and diseases. Accordingly, OC does not believe that such average costs of resolution are representative of the value of the non-NSP claims then pending against Fibreboard.

(c) Insurance Settlement

In 1993, Fibreboard entered into certain settlement arrangements in an attempt to address the financial impact of its existing and future asbestos-related personal injury liabilities. One such arrangement was an insurance settlement (the “Insurance Settlement”) between Fibreboard and two of its insurers, Continental and Pacific Indemnity Company (“Pacific”). Under the terms of the Insurance Settlement, Continental and Pacific were, among other things, to provide up to $2 billion minus interim settlements, plus accrued interest, to resolve asbestos personal injury claims pending against Fibreboard as of August 27, 1993 and all future asbestos personal injury claims asserted against Fibreboard after such date, including defense costs. These funds were to be put into the Fibreboard Insurance Settlement Trust. See Section V.F.7of this Disclosure Statement entitled “Insurance” and OC’s Annual Report on Form 10-K for the year ended December 31, 2005 (which is available free of charge from OC’s website, www.owenscorning.com), for a further description of the Insurance Settlement. OC’s Annual Report on Form 10-K for the year ended December 31, 2005, may also be obtained by sending a written request. See directions for obtaining this document in Appendix D.

The Insurance Settlement became effective in 1999 and, during the fourth quarter of 1999, Continental and Pacific funded the Fibreboard Insurance Settlement Trust with $1.873 billion.

(d) Asbestos-Related Payments by Fibreboard

As a result of the Filing, Fibreboard has not made any asbestos-related payments since the Petition Date. During 2000 (prior to the Petition Date), gross payments for asbestos-related claims against Fibreboard, all of which were paid/reimbursed by the Fibreboard Insurance Settlement Trust, fell within four major categories, as follows:

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	2000 (through October 4, 2000)3 (In millions of dollars)
Pre-NSP Settlements	$	29
NSP Settlements		705
Non-NSP Settlements		41
Defense, Claims Processing and Administrative Expenses		45
Total	$	820

The payments for settlements under the NSP include certain administrative deposits during the reporting period in respect of Fibreboard claims. Of this, approximately $127 million remains in settlement accounts. See Section IV.C.4 of this Disclosure Statement entitled “NSP Administrative Deposits.”

4. NSP Administrative Deposits

As referred to above, prior to the Petition Date, OCD and Fibreboard entered into settlement agreements with four law firms including Baron & Budd, P.C. (“B&B”), whereby OCD and Fibreboard would make certain Administrative Deposits to facilitate claims processing under the NSP Agreements. These Administrative Deposits were made to settlement accounts maintained by such law firms for the benefit of their clients under the NSP Agreements. Each of the NSP Agreements contemplated that clients of the four firms, who received written approval from OCD and/or Fibreboard that they qualified for settlement payments pursuant to the terms of the particular NSP Agreement, would receive their settlement distribution from the Administrative Deposits maintained by their law firm. B&B asserts that under some circumstances its clients may be entitled to receive their settlement distribution from the Administrative Deposits even without receipt of written approval from OCD and/or Fibreboard, while the Debtors contend that the written approval of OCD/Fibreboard was a requirement for disbursement under the NSP Agreements. B&B asserts that approval pursuant to the terms of the NSP Agreement with B&B would be deemed to have occurred after the passing of certain time-period without approval or disapproval and that the Debtors waived the right to approve payments by their inaction.

After the Petition Date, the Debtors did not authorize any further distributions from the Administrative Deposits. Nonetheless, at least one law firm, Waters & Kraus LLP, made distributions after the Petition Date in the amount of approximately $11.6 million. As of March 31, 2006, approximately $106 million of Administrative Deposits previously made by OCD, and approximately $127 million of Administrative Deposits previously made by Fibreboard had not been finally distributed to claimants and are reflected in OCD’s consolidated balance sheet as restricted assets and have not been subtracted from OCD’s or Fibreboard’s reserve for asbestos personal injury claims.

The Administrative Deposits held by B&B have been the subject of litigation during the Chapter 11 Cases, but such issues are resolved pursuant to the Plan, together with the applicable AsbestosPersonal Injury Trust documents or otherwise. See Section V.F.8 of this Disclosure Statement entitled “Baron & Budd Administrative Deposits.”

³ Only payments through October 4, 2000, are reflected. Since the Petition Date, all pre-petition asbestos claims and pending litigation against the Debtors, including, without limitation, claims under the NSP, have been automatically stayed.

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D. Establishment of Financial Reserves for Asbestos Liability; Estimation of Asbestos Liability

1. Financial Statement Reserves for Asbestos Liability

For financial reporting purposes, OC has historically estimated a reserve in accordance with generally accepted accounting principles to reflect asbestos-related liabilities that have been asserted or are probable of assertion. Accounting principles require accruals with respect to contingent liabilities (including asbestos liabilities) only to the extent that such liabilities are both probable and reasonably estimable. With respect to such liabilities that are probable as to which a reasonable estimate can be made only in terms of a range (with no point within the range determined to be more probable than any other point in such range), such accounting principles require only the accrual of the amount representing the low point in such range.

As OC has discussed in its public filings, any estimate for financial reporting purposes of its liabilities for pending and expected future asbestos claims is subject to considerable uncertainty because such liabilities are influenced by numerous variables that are inherently difficult to predict. Prior to the Petition Date, such variables included, among others, the cost of resolving pending non-NSP claims; the disease mix and severity of disease of pending NSP claims; the number, severity of disease, and jurisdiction of claims filed in the future (especially the number of mesothelioma claims); how many future claimants were covered by an NSP Agreement; the extent, if any, to which individual claimants exercised a right to opt out of an NSP Agreement and/or engage counsel not participating in the NSP; the extent, if any, to which counsel not bound by an NSP Agreement undertook the representation of asbestos personal injury plaintiffs against OCD and Fibreboard; the extent, if any, to which OC exercised its right to terminate one or more of the NSP Agreements due to excessive opt-outs or for other reasons; and the success in controlling the costs of resolving future non-NSP claims. As discussed further below, such uncertainties significantly increased as a result of the Filing.

OCD’s reserve in respect of asbestos-related liabilities was established through a charge to income in 1991 with additional charges to income of $1.1 billion in 1996, $1.4 billion in 1998, $1.0 billion in 2000 and $1.4 billion in 2002 and as of December 31, 2004, the reserve in respect of OCD asbestos-related liabilities was approximately $3.6 billion. As a result of the Filing, the difficulties of estimating the number and cost of resolution of present and future asbestos-related claims significantly increased. In order to obtain a Section 524(g) injunction that would channel funds for pending and future asbestos-related claims to a trust and protect the Debtor from asbestos-related litigation post-reorganization, it became necessary for OCD to make provisions for all of its asbestos liability, not just for the time period required for financial reporting, but through the year 2049, the time by which all claims are expected.

In response to the District Court’s Memorandum and Order dated March 31, 2005 estimating OCD’s total amount of contingent and unliquidated claims, including pending claims, future claims through the year 2049, and contract claims, at $7 billion, OCD increased its reserves for asbestos-related liability by $3.435 million for the period ended

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March 31, 2005, so that its recorded reserve equaled the level of asbestos liability estimated by the District Court. As of December 31, 2004, the aggregate reserve in respect of Fibreboard asbestos-related liabilities was approximately $2.3 billion. Although the District Court’s Memorandum and Order did not specifically address the potential asbestos-related liability of Fibreboard, based upon the analysis that the District Court followed in estimating the asbestos liability for OCD, Fibreboard’s recorded reserve for potential asbestos-related liability was increased by $907 million for the period ended March 31, 2005, bringing it to a total of approximately $3.2 billion. Thus, OC’s aggregate reserve for potential asbestos-related liability was approximately $10.2 billion as of March 31, 2005. For additional information with respect to the establishment and amount of reserves for asbestos-related liability, see Note 19 of the Notes to Consolidated Financial Statements set forth in OC’s Annual Report on Form 10-K for the year ended December 31, 2005, and Note 9 of the Notes to Consolidated Financial Statements set forth in OC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, copies of which may be obtained, free of charge, through OC’s website at www.owenscorning.com. Copies of OC’s Annual Report on Form 10-K for the year ended December 31, 2005 and OC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, may also be obtained by sending a written request in accordance with the directions set forth in Appendix D.

2. Estimation of Asbestos Liability for Plan Purposes

The estimation of asbestos-related liability for the purposes of determining the relative allocation of plan consideration is based upon an estimation of the number of Allowed Claims and their value, including all future claims through the year 2049.

In connection with establishing the number and estimated aggregate value of Asbestos Personal Injury Claims, and as a basis for establishing the alternative scenarios for creditor recoveries, the Debtors, the Unsecured Creditors’ Committee, the Asbestos Claimants’ Committee and the Future Claimants’ Representative retained experts to assist them in estimating the number and value of OC Asbestos Personal Injury Claims and FB Asbestos Personal Injury Claims. Such estimates are necessary under Section 524(g) of the Bankruptcy Code, which, as noted, requires an estimate of the number of claims that will be filed against the Debtors in the future. These estimates, particularly in light of the extended length of the forecast period, necessarily result in more uncertainty than generally holds for estimates of other types of contingent liability. In addition, each of the experts made certain assumptions, including the propensity of asbestos claimants to file a claim against the Debtors, the timing and disease severity of those claims, and the appropriate average settlement value of claims, all of which add to the uncertainty and can result in significant variations in the final estimates.

Beginning on January 13, 2005, a six day claims estimation hearing was held before the District Court. The purpose of the hearing was to establish the amount of OCD’s current and future asbestos liability to be allowed as claims in the Chapter 11 Cases. At the hearing, experts offered a range of estimates of OCD’s asbestos liability from a low of $2.08 billion offered by the expert for the Bank Holders to a high of $11.1 billion provided by the expert for the Asbestos Claimants’ Committee. Intermediate estimates were offered by experts retained by OCD and the Futures Claimants’ Representative.

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At the hearing, experts for the Asbestos Claimants’ Committee, the Futures Claimants’ Representative, and the Debtors offered estimates of Fibreboard’s current and future asbestos liability. The Asbestos Claimants’ Committee and the Future Claimants’ Representative offered preferred forecasts of $7.5 billion and $6.49 billion respectively. The Debtors offered estimates of Fibreboard’s present and future asbestos-related liability between $2.12 and $3.22 billion. The Bank Holders did not offer an estimate.

On March 31, 2005, the District Court issued the OCD Asbestos Personal Injury Estimation Order estimating the total amount of contingent and unliquidated claims against OCD for personal injury or death caused by exposure to asbestos (including pending claims, future claims and contract claims) at $7 billion. The OCD Asbestos Personal Injury Estimation Order contained no finding as to the amount of Fibreboard’s asbestos liability. On April 13, 2005, the District Court denied a motion for reconsideration brought by Bank Holders and other parties. These parties appealed the District Court’s ruling to the Third Circuit. Briefing has been completed under the schedule established by the Third Circuit and oral argument was scheduled for June 7, 2006. The Settlement Term Sheet provides that for purposes of the Plan, OCD’s current and future asbestos liability would be deemed to be $7 billion and that within ten days after the execution of the Settlement Term Sheet, the Bank Steering Committee, the Ad Hoc Bondholders’ Committee and the Ad Hoc Equity Holders’ Committee shall take such steps as may be required to dismiss with prejudice the appeal pending before the Third Circuit of the Asbestos Personal Injury Estimation Order, subject to reinstatement by the Ad Hoc Bondholders’ Committee and the Ad Hoc Equity Holders’ Committee, but only if reinstatement is permitted by the Third Circuit, if the asbestos personal injury claimants fail to accept the Plan by the percentages required by Section 524(g) and Section 1126(c) of the Bankruptcy Code. The appeal by CSFB on behalf of the Bank Holders is subject to reinstatement only if a plan of reorganization is not confirmed which provides the Bank Holders with the treatment provided in the Plan. On May 19, 2006, CSFB, as the agent for the lenders under the 1997 Credit Agreement (“CSFB”), the Ad Hoc Bondholders’ Committee and the Ad Hoc Equity Holders’ Committee filed dismissals of the appeal, subject to reinstatement as specified above, leaving only Century Indemnity Company and Central National Insurance Company as appellants of the Asbestos Personal Injury Estimation Order. On May 19, 2006, the Plan Proponents filed a Motion to Defer Appellate Argument and Disposition of Appeal with the Third Circuit, seeking to postpone any appeal so that, among other reasons, the confirmation of the Plan would render any such appeal moot. On May 22, 2006, Century Indemnity Company and Central National Insurance Company filed a response in which they stated that they did not oppose the postponement of the appellate argument. On May 25, 2006, the Third Circuit ordered that the appeals by CSFB, the Ad Hoc Bondholders’ Committee and the Ad Hoc Equity Holders’ Committee be held in abeyance until further notice. The Third Circuit also granted the motion to postpone oral argument with respect to the appeals of Century Indemnity Company and Central National Insurance Company, with the reservation of all rights by the appellants deemed subsumed within the deferral. With respect to all appeals of the OCD Asbestos Personal Injury Estimation Order, the Third Circuit ordered the parties to report on the status of the Chapter 11 Cases on the last Business Day of each two-month period commencing June 30, 2006. The first such report was filed on June 30, 2006.

The $7 billion amount pursuant to the OCD Asbestos Personal Injury Estimation Order has been incorporated into the Plan as the Class A7 Aggregate Amount. Upon

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rejection of the Plan by certain classes, this amount would be used to determine the share of distributions which would be made to the OC Sub-Account of Asbestos Personal Injury Trust. The Class A7 Aggregate Amount is adjusted from the $7 billion baseline to reflect payments from other sources: (i) the amount of any distribution made by Integrex on account of the Class I7 Claims (if any), (ii) the amounts in the OCD Insurance Escrow as of the Effective Date, (iii) the amounts then due under the AIG Settlement Agreement and the Affiliated FM Settlement Agreement, and (iv) the aggregate amount in the NSP Administrative Deposit Accounts in respect of OC Asbestos Personal Injury Claims. It is also a condition of the Effective Date that the rights of any and all members of Classes A4, A5, A6-A and A6-B to pursue, and receive any benefits of, from or under, the pending appeal of the OCD Asbestos Personal Injury Estimation Order shall be deemed to have been waived and released under the Plan and Confirmation Order to the fullest extent permissible under applicable law. However, the Plan Proponents have the right to waive this condition in their sole discretion based on their belief that the appeal of the OCD Asbestos Personal Injury Estimation Order shall be effectively mooted by the distribution of property under the Plan and all other relevant facts and circumstances. A decision by the Plan Proponents to waive this condition would not have the effect of supplanting a subsequent judicial determination concerning the issue of mootness of any appeal, but would merely be the decision of the Plan Proponents not to delay the Effective Date pending a determination of such mootness. The Plan Proponents may also waive this condition entirely.

V. CHAPTER 11 CASES

A. Events Leading to the Chapter 11 Filings

Since the adoption of its NSP in the fourth quarter of 1998, OC’s strategy had been to use that program to avoid the costly and unpredictable traditional tort system and to quantify the amount of payments to asbestos claimants and control the timing of those payments to match the Company’s ability to make such payments. The NSP achieved these goals in many respects and also facilitated the negotiation of the deferral of payments to NSP participants during 2000 prior to the Filing. As discussed in more detail below, however, OC’s inability to obtain ongoing financing on acceptable terms, the lack of support for additional payment deferrals, the higher than anticipated number of asbestos-related claims (which adversely affected the Company’s estimated liquidity needs through 2004), and the deterioration of OC’s operations during 2000, resulted in the decision by OC to seek protection for the Debtors under Chapter 11 of the Bankruptcy Code.

During the third quarter of 2000, OC met on a number of occasions with CSFB to discuss a refinancing of its $1.8 billion credit facility under the 1997 Credit Agreement, which was scheduled to expire in June 2002. OC requested that the refinancing extend into 2005 and be increased to an amount sufficient to meet its expected liquidity needs, including the repayment on maturity of $300 million of debentures in 2005. Following extended negotiations, OC concluded at the end of the third quarter of 2000 that its lenders would not be willing to agree to a refinancing that would meet OC’s needs. Moreover, OC concluded that the lenders would require, as a part of any refinancing, that OC pledge its assets to secure the loans and agree to limits on payments for asbestos liabilities that would be inconsistent with its anticipated asbestos payment obligations.

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During the course of the third quarter of 2000, support for asbestos payment deferrals was adversely impacted by several factors. First, as a result of the downturn in the Company’s operations in the third quarter of 2000 (discussed below), OC approached certain NSP firms to request additional payment deferrals. Based on those discussions, OC determined that it would not be feasible to obtain additional payment deferrals and that the likely terms of the refinancing would be unacceptable to the NSP participants. Second, the executive committee under the NSP and other participants in the NSP declined to agree to any deferral in payments due from Fibreboard. Finally, several NSP firms declined to grant the deferrals previously agreed upon in principle and initiated legal proceedings to enforce the terms of their respective NSP Agreements.

Prior to the Filing, OC noted several trends which indicated that it would likely be required to defer asbestos-related payments in excess of deferrals previously negotiated with law firms participating in the NSP. First, OC began to see evidence that a higher than anticipated number of new asbestos-related claims, particularly higher value claims, was being filed by non-NSP firms, including new firms (where the timing of resolution is uncertain and the amount and timing of payments may be determined by the traditional tort system). Second, OC noted a substantial increase in the rate of claims filed, particularly during September 2000. Approximately 7,800 asbestos-related claims were received by OC (excluding Fibreboard) during the third quarter of 2000, compared to approximately 3,400 and 4,200 claims received during the first and second quarters, respectively. While OC believed that this increase in claims filings represented an acceleration of claims from future periods as a result of the downgrading of OC’s credit rating in mid-2000, rather than an increase in the total number of asbestos-related claims to be expected, this trend would have had the effect of accelerating the related settlement payments and increasing liquidity needs through 2004 and/or the need to negotiate further deferrals of asbestos payments.

OC’s results of operations deteriorated significantly in the third quarter of 2000, with expectations for the quarter declining particularly during the last half of the period. As a result of, among other factors, the fall in demand for building materials, elevated energy and raw materials costs and the inability of OC to fully recapture these costs in price adjustments, OC’s margins and income from operations were significantly reduced. As a result, OC’s ability to service its ongoing asbestos payments and continue to comply with its pre-petition loan covenants was adversely affected. OC concluded at the end of the third quarter of 2000 that, unless it used a substantial portion of its cash to repay a portion of its debt under the 1997 Credit Agreement, OC would be in violation of the leverage ratio covenant under that agreement. Moreover, in view of reduced expectations concerning operating results in the fourth quarter of 2000 and beyond, OC concluded that its long-term liquidity needs (driven in large measure by asbestos payment obligations) could not likely be met by its cash and available credit under the 1997 Credit Agreement (which was limited by leverage ratio and other loan covenants).

As a result of the above factors, OC’s management determined late in the third quarter that it was unlikely that OC would be able to meet its long-term liquidity needs, including agreed and other required asbestos payments and repayment of debt on maturity. While OC held $378 million of Cash and cash equivalents at the end of the third quarter of 2000, and OC’s operations (excluding the effects of asbestos) were traditionally profitable and generated strong positive cash flow, management determined that a Chapter 11 filing in October would be in the best interest of all OC stakeholders.

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B. The Chapter 11 Filings

On October 5, 2000, OCD and the Subsidiary Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with the Bankruptcy Court. The cases are being jointly administered as In re Owens Corning, et al., Case No. 00-03837 (JKF) (the “Chapter 11 Cases”). The Subsidiary Debtors that also filed for protection under Chapter 11 of the Bankruptcy Code on the Petition Date are:

CDC Corporation	Integrex Testing Systems LLC
Engineered Yarns America, Inc.	HOMExperts LLC
Falcon Foam Corporation	Jefferson Holdings, Inc.
Integrex	Owens-Corning Fiberglas Technology Inc.
Fibreboard Corporation	Owens Corning HT, Inc.
Exterior Systems, Inc.	Owens-Corning Overseas Holdings, Inc.
Integrex Ventures LLC	Owens Corning Remodeling Systems, LLC
Integrex Professional Services LLC	Soltech, Inc.
Integrex Supply Chain Solutions LLC

The Subsidiary Debtors include only the Subsidiaries listed above and do not include any other United States Subsidiaries of OCD or any of OCD’s foreign Subsidiaries (collectively, the “Non-Debtor Subsidiaries”). A list of the Non-Debtor Subsidiaries may be found in Schedule II to the Plan, attached to this Disclosure Statement as Appendix A.

C. Continuation of Business; Stay of Litigation

Since the Petition Date, the Debtors have continued to operate their businesses as debtors-in-possession under the Bankruptcy Code. Pursuant to the Bankruptcy Code, the Debtors are required to comply with certain statutory reporting requirements, including the filing of monthly operating reports. As of the date hereof, the Debtors have complied with such requirements, and intend to continue to comply with such requirements. The Debtors are authorized to operate their businesses in the ordinary course of business, with transactions out of the ordinary course of business requiring Bankruptcy Court approval. In accordance with the Bankruptcy Code, the Debtors are not permitted to pay any claims or obligations that arose prior to the Petition Date unless specifically authorized by the Bankruptcy Court. Similarly, claimants may not enforce any Claims against the Debtors that arose prior to the Petition Date unless specifically authorized by the Bankruptcy Court. As debtors-in-possession, the Debtors have the right, under Section 365 of the Bankruptcy Code, subject to the Bankruptcy Court’s approval, to assume or reject pre-petition executory contracts and unexpired leases in existence at the Petition Date. Parties to contracts or leases that are rejected may assert rejection damages claims as permitted by the Bankruptcy Code. See Section VII.E of this Disclosure Statement entitled “Treatment of Executory and Post-Petition Contracts and Unexpired Leases”.

As a consequence of the Filing, all pending litigation against the Debtors was stayed automatically by Section 362 of the Bankruptcy Code and, absent further order of the Bankruptcy Court, no party may take any action to recover on pre-petition claims against the Debtors.

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D. Professionals Retained in the Chapter 11 Cases

1. The Debtors’ Professionals

The attorneys and advisors that have been retained by the Debtors to assist them in the conduct of their Chapter 11 Cases are set forth below:

Reorganization Counsel to the Debtors:

Saul Ewing LLP

222 Delaware Avenue

Wilmington, DE 19899-1266

Co-Reorganization Counsel to the Debtors:

Sidley Austin LLP

One South Dearborn St.

Chicago, IL 60603

Special Counsel to the Debtors:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036-6522

Special Reorganization Counsel to the Debtors:

Arnold & Caruso, LTD.*

1822 Cherry Street

Toledo, OH 43608

_____________     

*  On August 26, 2002, the Bankruptcy Court entered an order vacating the employment and retention of Arnold & Caruso, Ltd.; however, Arnold & Caruso, Ltd. was retained as an ordinary course professional.

Special Reorganization Counsel to the Debtors:

Shumaker, Loop & Kendrick, LLP

North Courthouse Square

1000 Jackson

Toledo, OH 43624

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Special Reorganization Counsel to the Debtors:

Brobeck, Phleger & Harrison, LLP*

Spear Street Tower

One Market

San Francisco, CA 94105

___________

*  Brobeck, Phleger & Harrison, LLP has ceased performing services for the Debtors.

Special Counsel to the Debtors:

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Special Appellate Counsel to the Debtors:

Richard E. Flamm, Esquire

2840 College Avenue, Suite A

Berkeley, CA 94705

___________

*  Richard E. Flamm, Esquire, has ceased performing services for the Debtors.

Special Counsel to the Debtors:

Forman Perry Watkins Krutz & Tardy, PLLC

City Centre

200 South Lamar Street

Suite 100

Jackson, MS 39225-2608

Special International Counsel to the Debtors:

Bingham McCutchen LLP*

One State Street

Hartford, CT 06103

___________

*  Bingham McCutchen LLP has ceased performing services for the Debtors.

Special Insurance Counsel to the Debtors:

Covington & Burling

1201 Pennsylvania Avenue, N.W.

Washington, D.C. 20004-2401

Special Conflict Counsel for the Debtors:

Adelman Lavine Gold and Levin

1100 North Market Street, 11th Floor

Wilmington, DE 19801-1292

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Auditor, Tax Advisor, Accounting Advisor & Financial Advisor to the Debtors:

Arthur Andersen LLP*

33 West Monroe

Chicago, IL 60603

____________

*  Arthur Andersen LLP has ceased performing services for the Debtors.

Special Financial Advisor to the Debtors:

Pricewaterhousecoopers LLP

203 North LaSalle Street

Chicago, IL 60601

Information Technology Advisor to the Debtors:

Cap Gemini Ernst & Young US LLC

1200 Skylight Office Tower

1660 West 2nd Street

Cleveland, OH 44113

Financial and Consulting Services to the Debtors:

Crawford Financial Consulting LLC

(d/b/a Crawford & Winiarski)

Suite 1500

535 Griswold

Detroit, MI 48226

Audit, Accounting, Actuarial and Tax Advisory Services to the Debtors:

Ernst & Young LLP

555 California Street

San Francisco, CA 94104

Investment Banker and Financial Advisor to the Debtors:

Lazard Freres & Co. LLC (“Lazard”)

30 Rockefeller Plaza , 61st Floor

New York, NY 10020

Asbestos Personal Injury Claims Valuation Consultants to the Debtors:

Thomas E. Vasquez, Ph.D.

ARPC

420 Lexington Ave.

Suite 1840

New York, NY 10170

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2. The Debtors’ Ordinary Course Professionals

Separately, throughout the Chapter 11 Cases, the Debtors have employed certain other professionals to render post-petition services to the Debtors in the ordinary course of their businesses, pursuant to an order of the Bankruptcy Court dated November 30, 2000 (the “OCP Order”). The OCP Order establishes certain standards, guidelines and procedures for the Debtors’ retention and payment of ordinary course professionals during the Chapter 11 Cases. The OCP Order authorizes the Debtors to employ and compensate ordinary course professionals without additional approval from the Bankruptcy Court subject to certain limitations. Among other limitations, the OCP Order requires the Debtors to obtain approval under Sections 330 and 331 of the Bankruptcy Code if payments to the ordinary course professionals exceed an average of $35,000 per month for the professionals (with certain exceptions), and/or if the payments to all ordinary course professionals exceed a total of $3 million in any given month. In accordance with the terms of the OCP Order, every two months throughout the Chapter 11 Cases, the Debtors have submitted (and continue to submit) a statement with the Bankruptcy Court which reports the name of the ordinary course professionals, the amounts paid as compensation for services rendered and reimbursement of expenses incurred by each ordinary course professional during the previous two-month period, and a general description of the services rendered by each ordinary course professional.

3. The Appointment of Official Committees

On October 23, 2000, the United States Trustee for the District of Delaware appointed two official committees, pursuant to Section 1102(a) of the Bankruptcy Code, one representing general unsecured creditors (as thereafter amended or reconstituted, the “Unsecured Creditors’ Committee”) and the other representing asbestos claimants (as thereafter amended or reconstituted, the “Asbestos Claimants’ Committee” and, together with the Unsecured Creditors’ Committee, the “Committees”).

(a) Unsecured Creditors’ Committee

The Unsecured Creditors’ Committee represents general unsecured creditors of the Debtors, including the Bank Holders, the Bondholders, trade creditors and holders of Environmental Claims. The current four members of, and professionals retained by, the Unsecured Creditors’ Committee are set forth below:

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Members of the Unsecured Creditors’ Committee:

Credit Suisse (f/k/a Credit Suisse First Boston)

Eleven Madison Avenue

New York, NY 10010-3629

JP Morgan Chase Manhattan Bank

380 Madison Avenue

New York, NY 10017-2513

John Hancock Life Insurance Company

200 Clarendon Street

Boston, MA 02117

Wilmington Trust Company, as Indenture Trustee

Corporate Trust Department

1100 North Market Street

Wilmington, DE 19890

Counsel to the Unsecured Creditors’ Committee:

Davis Polk & Wardwell

450 Lexington Avenue

New York, NY 10017

Morris, Nichols, Arsht & Tunnell

1201 North Market Street

P.O. Box 1347

Wilmington, DE 19899-1347

Financial Advisors and Investment Banker to the Unsecured Creditors’ Committee:

Houlihan Lokey Howard & Zukin Capital

685 Third Avenue

15th Floor

New York, NY 10017

Claims Expert and Consultants to the Unsecured Creditors’ Committee:

Navigant Consulting, Inc.

(f/k/a Chambers Associates, Inc.)

1801 K Street N.W., Suite 500

Washington, D.C. 20006

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Actuarial and Benefits Consultant to the Unsecured Creditors’ Committee:

Towers, Perrin, Forster & Crosby, Inc.

1000 Town Center, Suite 950

Southfield, MI 48075-1225

The Unsecured Creditors’ Committee has established two unofficial sub-committees (the Bank Holders’ sub-committee and the Bondholders’ and trade creditors’ sub-committee), each of which is represented by separate counsel and financial advisors.

The Bank Holders’ unofficial sub-committee is represented by the following attorneys and financial advisors:

Counsel to the Bank Holders’ Sub-Committee:

Kramer Levin, Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Landis, Rath & Cobb, LLP

919 Market Street, Suite 600

Wilmington, DE 19810

Richards Layton & Finger, P.A.

One Rodney Square

P.O. Box 551

Wilmington, DE 19899

Robbins, Russell, Englert, Orseck & Untereiner LLP

1801 K Street, N.W., Suite 411

Washington, D.C. 20006

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Financial Advisors to the Bank Holders’ Sub-Committee:

Capstone Advisory Group

Park 80 West – Plaza One

Saddlebrook, NJ 07663

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On July 16, 2001, the Bankruptcy Court entered an order authorizing and approving the employment of special counsel for the Bondholders’ and trade creditors’ unofficial sub-committee (also referred to herein as the “Official Representatives of the Bondholders and Trade Creditors” or “Official Representatives”). The Bondholders’ and trade creditors’ unofficial sub-committee is represented by the following attorneys and financial advisors:

Counsel to the Official Representatives:

Anderson Kill & Olick, P.C.

1251 Avenue of the Americas

New York, NY 10020

Monzack and Monaco, P.A.

(f/k/a Walsh Monzack and Monaco, PA)

400 Commerce Ctr.

1201 Orange Street

P.O. Box 2031

Wilmington, DE 19899

Financial Advisors to the Official Representatives:

BDO Seidman, LLP

330 Madison Avenue

New York, NY 10017

(b) Asbestos Claimants’ Committee

The Asbestos Claimants’ Committee represents persons alleging asbestos-related personal injuries due to exposure to products manufactured by the Debtors. The current thirteen members of, and professionals retained by, the Asbestos Claimants’ Committee are set forth below:

Members of the Asbestos Claimants’ Committee:

David Fitts

c/o Brayton & Purcell

222 Rush Landing Road

P.O. Box 2109

Novato, CA 94948

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Delores Ramsey

c/o Baron & Budd

Attn: Fred Baron, Esquire

The Centrum

3102 Oak Lawn Avenue

Suite 1100

Dallas, TX 75219-4281

Charles Barrett

c/o Weitz & Luxenberg

Attn: Perry Weitz, Esquire

180 Maiden Lane

New York, NY 10038

John Edward Keane

c/o Kelley & Ferraro, LLP

1901 Bond Court Building

1300 E. 9th Street

Cleveland, OH 44114

Mary F. Stone

c/o Hartley & O’Brien

Attn: R. Dean Hartley, Esquire

827 Main Street

Wheeling, WV 26003

Glenn L. Arnott

c/o Goldberg, Perskey, Jennings & White, P.C.

Attn: Mark C. Meyer, Esquire

1030 Fifth Avenue

Pittsburgh, PA 15219

Elmer Richardson

c/o Cumbest, Cumbest, Hunter & McCormick P.A.

Attn: David O. McCormick, Esquire

729 Watts Avenue

P.O. Drawer 1176

Pascagoula, MS 39568

Barbara Casey

c/o Cooney & Conway

Attn: John D. Cooney, Esquire

701 6th Avenue

LaGrange, IL 60425

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James Nelson Allen

c/o Glasser & Glasser

Attn: Richard S. Glasser, Esquire

Crown Center Building, 6th Floor

580 E. Main Street

Norfolk, VA 23510

Margaret Elizabeth Fitzgerald

c/o Thornton & Naumes, LLP

Attn: Michael P. Thornton, Esquire

100 Summer Street

30th Floor

Boston, MA 02110

Yolanda England

c/o Peter G. Angelos, Esquire

5905 Harford Road

Baltimore, MD 21214

Deborah Jean Johnson

Personal Representative of the Estate of Stephen Johnson

c/o Bergman Senn Pageler & Frockt

Attn: Matthew Bergman, Esquire

P.O. Box 2010

17530 Vashon Highway SW

Vashon, WA 98070

Joyce Salinas

Plaintiff on her own behalf and representative of John Salinas (deceased)

c/o Kazan, McClain, Eaises, Abrams, Fernandez, Lyons & Farrise

Attn: Steven Kazan, Esquire

171 Twelfth Street, 3rd Floor

Oakland, CA 94607

Counsel for the Asbestos Claimants’ Committee:

Caplin & Drysdale, Chartered

375 Park Avenue, 35th Floor

New York, NY 10152-3500

Campbell & Levine, LLC

800 King Street

Wilmington, DE 19801

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Financial Advisors and Asbestos Personal Injury Claims Valuation Consultants for the Asbestos Claimants’ Committee:

L. Tersigni Consulting, P.C.

1010 Summer Street, Suite 201

Stamford, CT 06905

Claims Expert for the Asbestos Claimants’ Committee:

Legal Analysis Systems

970 Calle Arroyo

Thousand Oaks, CA 91360

4. Future Claimants’ Representative

A key element of the Plan is the Asbestos Personal Injury Permanent Channeling Injunction, pursuant to which all current and future personal injury asbestos-related Claims and Demands against the Debtors and other covered Persons will be channeled to the Asbestos Personal Injury Trust established to equitably distribute available assets to holders of such Claims and Demands. A channeling injunction is permitted by Section 524(g) of the Bankruptcy Code and may be issued if a number of specific conditions are met, including the appointment of a legal representative for the purpose of protecting the rights of persons that might subsequently assert future Demands against the Debtors. Specifically, Congress and the courts have recognized the need in Chapter 11 cases involving asbestos claims to protect and represent the interests of persons who may have claims and/or Demands against a debtor arising in the future, and have directed bankruptcy courts to appoint a legal representative for such claimants in cases where a channeling injunction is sought.

Shortly after the commencement of the Chapter 11 Cases, the Debtors began discussions with the Committees, and their respective legal and financial advisors, to consider the appointment of a Future Claimants’ Representative. Following careful consideration of the potential candidates for Future Claimants’ Representative, the Debtors determined that James J. McMonagle was well-qualified to represent the interests of any and all persons described in Section 524(g)(4)(B)(i) of the Bankruptcy Code who may assert Demands against one or more of the Debtors, and therefore, should be appointed as the Future Claimants’ Representative for such persons in these Chapter 11 cases.

On September 28, 2001, the Court appointed James J. McMonagle, nunc pro tunc to June 12, 2001, as the Future Claimants’ Representative of any and all persons described in Section 524(g)(4)(B)(i) of the Bankruptcy Code who may assert Demands for asbestos-related personal injury claims against one or more of the Debtors, including without limitation, OCD and Fibreboard.

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The name and address of the Future Claimants’ Representative and the professionals retained by him are set forth below:

Future Claimants’ Representative:

James J. McMonagle, Esquire

Vorys Sater Seymour & Pease LLP

2100 One Cleveland Center

1375 E. Ninth Street

Cleveland, OH 44114

Counsel to the Future Claimants’ Representative:

Kaye Scholer LLP

425 Park Avenue

New York, NY 10022

Young Conaway Stargatt & Taylor, LLP

The Brandywine Building

1000 West Street, 17th Floor

P.O. Box 391

Wilmington, DE 19899-0391

Financial Advisor to the Future Claimants’ Representative:

Peter J. Solomon Company

520 Madison Avenue, 29th Floor

New York, NY 10022

Asbestos Personal Injury Claims Valuation Consultants for the Future Claimants’ Representative:

Hamilton, Rabinovitz & Alschuler, Inc.

Francine Rabinovitz, Executive Vice President

6033 West Century Blvd., Suite 890

Los Angeles, CA 90045

5. Other Professionals and Advisors

(a) The Claims, Noticing and Balloting Agent

On October 6, 2000, the Bankruptcy Court appointed Robert L. Berger & Associates, Inc., n/k/a Omni Management Group, LLC, 16161 Ventura Blvd., PMB 517, Encino, CA 91436, as the claims, noticing and balloting agent (“Claims Agent” or “Voting Agent”, as the context requires) in the Chapter 11 Cases, pursuant to 28 U.S.C. § 156(c).

(b) Special Voting Agent

By Order dated April 22, 2003, the Bankruptcy Court authorized the Debtors to retain and employ Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor,

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New York, NY 10022, as special noticing, balloting and tabulation agent to address notice issues related to securities. Upon the application of the Debtors, on December 20, 2004, the Bankruptcy Court vacated its Order authorizing the retention and employment of Innisfree M&A Incorporated and authorized the Debtors to retain, employ, compensate and reimburse Financial Balloting Group LLC, 757 Third Avenue, 3rd Floor, New York, NY 10017, as special noticing, balloting and tabulation agent.

(c) Fee Auditor

On June 20, 2002, the Bankruptcy Court appointed Warren H. Smith & Associates, P.C., Republic Center, 325 N. St. Paul, Suite 4080, Dallas, Texas 75201, as the Fee Auditor, to act as a special consultant to the Bankruptcy Court for professional fee and expense review and analysis, nunc pro tunc to April 29, 2002.

E. “First Day” and Other Orders

On or about October 6, 2000, the Debtors filed a series of motions seeking relief by virtue of so-called “first day” orders. First day orders are intended to facilitate the transition between a debtor’s pre-petition and post-petition business operations by approving certain regular business practices that may not be specifically authorized under the Bankruptcy Code or as to which the Bankruptcy Code requires prior approval by the Bankruptcy Court. These orders were designed to allow the Debtors to continue business operations with minimum disruptions and to ease the strain on the Debtors’ relationships with their employees and other parties. The first day orders obtained in these cases are typical for large Chapter 11 cases. Set forth below is a brief summary of the significant first day orders and other orders relating to motions filed by the Debtors at or near the commencement of the Chapter 11 Cases. The descriptions of the relief sought or obtained in the Chapter 11 Cases set forth below and throughout this Disclosure Statement are summaries only and reference should be made to the actual pleadings and orders for their complete content.

The first day orders and other orders, entered at or near the commencement of the Chapter 11 Cases, provide for, among other things:

• the payment of employees’ accrued pre-petition wages, salaries, commissions and reimbursable business expenses; the continuation of employee benefit plans and programs post-petition; and the direction for all banks to honor pre-petition checks for payment of employee obligations;

• the payment of certain pre-petition import obligations (including customs duties, freight, trucking charges and brokerage fees), shipping charges and related possessory liens;

• the payment of certain miscellaneous contractors in satisfaction of perfected or potential mechanics’, materialmen’s or similar liens;

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• a prohibition on the Debtors’ utility services providers from discontinuing services on account of outstanding pre-petition invoices and establishing procedures for utility providers to seek adequate assurance of the Debtors’ future performance;

• the payment of certain pre-petition tax claims;

• the honoring of certain pre-petition obligations to customers under various warranty and other customer programs, and the continuation of warranty and customer programs post-petition;

• the payment of certain critical pre-petition trade vendors’ claims;

• the joint administration of each of the Debtors’ bankruptcy cases;

• confirming administrative expense treatment for obligations arising from post-petition delivery of goods, administrative expense treatment for certain holders of valid reclamation claims and a prohibition against third parties reclaiming goods or interfering with delivery of goods to the Debtors; and

• the extension of time for filing the Debtors’ Schedules and Statement of Financial Affairs (the “SOFAS”).

F. Significant Events During the Chapter 11 Cases

In addition to the first day relief sought and received in the Chapter 11 Cases, the Debtors have sought and received authority with respect to various matters designed to assist in the administration of the Chapter 11 Cases, to maximize the value of the Debtors’ Estates and to provide the foundation for the Debtors’ emergence from Chapter 11. Set forth below is a brief summary of the principal motions the Debtors have filed, and to which they have been granted relief by the Bankruptcy Court, during the pendency of the Chapter 11 Cases.

1. Employee Related Matters

In connection with the filing of the Chapter 11 Cases, the Debtors obtained authorization from the Bankruptcy Court to (a) pay employees pre-petition wages, salaries and other compensation, (b) continue certain employee benefit programs, including maintenance of self-insured workers’ compensation programs, (c) adopt a Retention Program and a supplemental Severance Program (as defined in the Retention and Severance Motion described below), and (d) modify certain employee retirement benefits programs to provide limited enhancement to those programs and to bring them into compliance with certain provisions of the Tax Reform Act of 1986.

On December 22, 2000, the Debtors filed a Motion For Order Under 11 U.S.C. §§ 105, 363 and 365 Authorizing Continuation or Implementation of Employee Retention, Emergence, Severance, Incentive, 401(k) Contribution and Global Awards Programs

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(the “Retention and Severance Motion”), which sought approval of various new or existing programs designed to prevent excessive turnover of key employees during the Chapter 11 Cases. On January 17, 2001, the Bankruptcy Court entered an Order approving in part the Retention and Severance Motion. Thereafter, on February 16, 2001, the Debtors filed a Supplement to the Retention and Severance Motion by which the Debtors sought an order approving and authorizing the continuation, modification and implementation of certain employee compensation programs. On March 26, 2001, following certain modifications, the Bankruptcy Court approved the remaining portion of the Retention and Severance Motion.

Pursuant to the January 17, 2001 and March 26, 2001 Orders approving the Retention and Severance Motion, the Debtors were authorized to continue or to implement the following programs: (a) an employee retention program under which the Debtors were authorized to pay retention bonuses at specified intervals to approximately 236 key employees; (b) a supplemental employee retention and emergence program, under which certain key employees were entitled to receive additional bonuses in the event that the Debtors emerged from bankruptcy by 2004; (c) continuation of the Debtors’ existing employee severance programs consisting of a “Salaried Employee Separation Allowance Plan,” which extends to all salaried employees in the United States except senior management, as well as individually negotiated severance agreements; (d) certain of the Debtors’ existing incentive-based compensation programs, consisting of (i) the “Corporate Incentive Plan,” which provides for discretionary performance-based incentive payments to approximately 1,250 of the Debtors’ employees, and (ii) the “Officer Stretch Incentive Plan,” an incentive program for approximately 59 of the Debtors’ senior managers and key employees; (e) certain of the Debtors’ existing 401(k)-related employee programs, consisting of (i) a 401(k) plan, a non-incentive based program pursuant to which the Debtors make matching contributions for the benefit of a broad cross-section of the Debtors’ employees and (ii) the “Profit Sharing Contribution Plan,” an incentive-based program pursuant to which the Debtors make additional cash contributions for the benefit of a broad cross-section of the Debtors’ employees in an amount based on objective Company performance measures; and (f) the Debtors’ “Global Awards Program,” originally a stock-based employee incentive program, which, as modified, provides for additional cash awards to employees based on objective company performance measures.

On March 5, 2002, the Debtors filed a Motion to Authorize the Continuance of Employee Compensation Programs. On September 10, 2002, the Court entered an Order Authorizing Continuation, Modification and Implementation of Employee Compensation Programs. In addition, the Court authorized the Debtors to continue the employee compensation programs in the ordinary course of the Debtors’ business without additional court approval, subject to a specific procedure identified in the motion. Specifically, court authority is unnecessary to continue the compensation programs; provided, however, that the Debtors advise the Committees and the Future Claimants’ Representative of the Company’s annual Business Plan and annual funding criteria for the employee compensation programs, including the data necessary to assess the reasonableness of the Debtors’ business judgment as soon as possible after January 1 in any given year, but under no circumstances later than February 28. In the event that the Committees and/or the Future Claimants’ Representative do not consent to the Debtors’ proposed employee compensation programs, they are required, within 30 days after receipt of the annual program review, to provide written notice to the Debtors’ counsel of their specific objections to the proposed employee compensation programs. If the parties are unable to resolve the objections, the Debtors are required to file the appropriate pleading with the Bankruptcy Court.

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On April 28, 2003, the Bankruptcy Court approved a Stipulation and Order Regarding Employee Compensation Programs, by and between the Debtors, Committees, and Future Claimants’ Representative, which authorized the continuation of the Employee Compensation Programs (as defined in the Stipulation), eliminated the Corporate Stretch Incentive Plan, and approved the implementation of the Long Term Incentive Plan by the Debtors. The Court’s approval of the Stipulation was intended to constitute “shareholder approval” for the purposes of all applicable law, including, without limitation, Section 162(m) of the IRC.

Given the already expired and expiring programs for Tier 1, 2, 3 and 4 Participants under the supplemental employee retention program, and in light of the Debtors’ continued need to retain its key employees, on February 11, 2004, the Debtors filed a motion for entry of an order authorizing the Debtors to implement a new retention program (the “New Retention Program”) for its key managers and employees. The Unsecured Creditors’ Committee objected to the motion, but certain changes were made to the New Retention Program which resolved the objection, in part, and on July 22, 2004, the Court signed an order approving the New Retention Program for Tier 2, 3 and 4 Participants. In order to obtain prompt approval of the New Retention Program for the approximately 270 participants other than the Debtors’ top five most senior managers, the Debtors agreed to defer their request for approval of the program as related to the Tier 1 Participants.

On July 8, 2004, the Debtors filed a motion for authorization to implement the balance of their New Retention Program. Credit Suisse First Boston, as Agent, objected to the Motion. Following discovery, a hearing was held on the motion and, on October 12, 2004, the Court signed an order authorizing the Debtors to implement the New Retention Program for Tier 1 Participants for calendar years 2004 and 2005 as modified by the Court. On October 22, 2004, Credit Suisse First Boston, as Agent, appealed the Bankruptcy Court’s Order to the District Court. To date, no further action has taken place on the appeal.

On September 14, 2005, the Debtors filed a motion for entry of an order authorizing Owens Corning to amend its Key Management Severance Agreements with its President and Chief Executive Officer, David T. Brown, and its Chairman of the Board of Directors and Chief Financial Officer, Michael H. Thaman (the “Severance Motion”). The Debtors sought approval of the amendments to the Key Management Severance Agreements as a valid exercise of the Debtors’ business judgment, consistent with good corporate governance and succession planning. No objections were filed to the Severance Motion and the Bankruptcy Court entered an order approving the Severance Motion on January 26, 2006.

On December 29, 2005, the Debtors filed a motion for authority pursuant to Sections 105(a) and 363 of the Bankruptcy Code to implement the 2006 Retention Program (as defined in the motion) in an effort to minimize the turnover of the Debtors’ Key Employees by (as defined in the motion) providing incentives for these employees to remain in the Debtors’ employ and to work towards a successful resolution of the Chapter 11 Cases. Messrs. Brown and Thaman will not participate in the 2006 Retention Program. No objections were filed to this motion and the Bankruptcy Court entered an order approving this motion on January 26, 2006.

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2. Vendor and Customer Issues

Immediately following the commencement of the Chapter 11 Cases, the Debtors received numerous inquiries from their vendors, customers, and other parties providing services to the Debtors concerning the Debtors’ ability to satisfy debts incurred prior to the Petition Date and their continuing commitments. The Debtors believe that the maintenance of relationships with their vendors, customers and other business partners has been, and will continue to be, a critical factor in the continued viability of the Debtors’ ongoing business operations and the ultimate success of their rehabilitation effort.

(a) Relief at Commencement of Chapter 11 Cases

In order to enable the Debtors to minimize the adverse effects of the Chapter 11 Cases, and in their efforts to maintain relationships and goodwill with certain of their vendors and customers, the Debtors obtained orders from the Bankruptcy Court that authorized them to:

(i) honor certain pre-petition obligations to customers under the Debtors’ warranty and other customer programs (including product warranties, cash discounts, rebates, category management, preferred contractor incentive programs, and customer dispute resolution), and to continue and maintain such programs on a post-petition basis;

(ii) pay pre-petition claims of contractors (including mechanics, tradespersons and other contractors) in satisfaction of perfected or potential mechanics’, materialmen’s or similar liens or interests;

(iii) grant administrative expense status to vendors and suppliers for undisputed obligations arising from pre-petition purchase orders outstanding as of the Petition Date for products and goods received by the Debtors on or subsequent to the Petition Date;

(iv) pay vendors and suppliers for post-petition delivery of goods in the ordinary course of business;

(v) pay critical pre-petition trade claims (discussed below); and

(vi) grant administrative expense treatment for certain holders of valid reclamation claims; and prohibit third parties from reclaiming goods or interfering with the delivery of goods to the Debtors (discussed below).

(b) Critical Trade Vendors

Recognizing the importance of certain vendors to the Debtors’ businesses, the Debtors included among their first day motions several motions for authorization to pay critical pre-petition trade vendors, which were granted by orders of the Bankruptcy Court

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dated October 6, 2000 (the “Critical Vendor Orders”). The Critical Vendor Orders authorized, but did not require, the Debtors to pay the pre-petition claims of certain critical suppliers of raw and processed materials, goods and services with whom the Debtors continued to do business and whose materials, goods and services were essential to the Debtors’ business operations. In connection with the Critical Vendor Orders, the Debtors were authorized to pay critical vendors up to an aggregate amount of approximately $123 million. Such amount was comprised of certain elements: (a) $3.0 million for critical trade payments on account of customs duties, ocean freight, air freight and the like; (b) $25 million on account of amounts owed to commercial common carriers; (c) $48 million on account of amounts owed to critical materials vendors; (d) $19 million, on account of amounts owed to critical project vendors; (e) $23 million, on account of amounts owed to critical affiliated vendors; and (f) $5.0 million, on account of amounts owed to mechanics lien creditors. In return for receiving payment of these claims, the critical vendors were required to extend normalized trade credit terms to the Debtors for the duration of the Chapter 11 Cases. By order dated November 21, 2000, the Bankruptcy Court supplemented one of the Critical Vendor Orders and granted the Debtors authority to pay the pre-petition claims of foreign taxing authorities, foreign landlords and other foreign creditors, as necessary to facilitate the continued operation of the Debtors’ foreign divisions.

The Debtors identified approximately 860 of its vendors and suppliers as “critical” vendors, many of which were freight carriers. The Debtors reached settlements with the critical vendors whereby, in general, the Debtors paid the vendors less than the total pre-petition amounts owed in satisfaction of claims those vendors may have held against the Debtors for pre-petition goods or services, and those vendors agreed to maintain or return to normal credit terms.

(c) Reclamation Claims

At the commencement of the Chapter 11 Cases, the Debtors anticipated that many of their vendors and suppliers would attempt to assert their right to reclaim goods delivered to the Debtors shortly before or soon after the Petition Date pursuant to Section 546(c) of the Bankruptcy Code and Section 2-702 of the Uniform Commercial Code. As part of their “first day” motions, the Debtors sought certain initial relief in connection with the treatment of reclamation claims, which relief was granted by order dated October 6, 2000 (the “Initial Reclamation Procedures Order”). The Initial Reclamation Procedures Order established preliminary reclamation procedures in order to facilitate the continued operation of the Debtors’ businesses, to prevent distraction of the Debtors’ management and professionals and to allow the Debtors the opportunity to conduct a thorough review and evaluation of the reclamation claims. Among other things, the Initial Reclamation Procedures Order provided that vendors would be entitled to administrative expense claims if and to the extent that the vendor made a valid, written reclamation demand for the goods at issue, and to the extent that such vendor proved the validity of its demand. The Initial Reclamation Procedures Order also prohibited vendors and other third-parties from reclaiming or interfering with the post-petition delivery of goods to the Debtors.

As anticipated, the Debtors received a large number of reclamation claims – approximately 220 claims, with an aggregate approximate amount of $34 million, exclusive of claims which did not specify an amount. The Debtors devoted substantial time and effort in reviewing and analyzing the claims, in order to determine which claims were valid reclamation claims.

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Between February and September, 2002, the Debtors filed five separate motions (each of which addressed certain of the 220 reclamation claims), requesting orders approving their proposed allowance and/or disallowance of the reclamation claims, and approving their proposed treatment of the allowed reclamation claims (together, the “Reclamation Motions”). More specifically, in the Reclamation Motions, the Debtors requested orders: (i) granting administrative expense priority status for reclamation claims to the extent, and in the amounts, the Debtors determined such claims to be allowable pursuant to the applicable provisions of the Bankruptcy Code; (ii) denying administrative expense priority status for all other reclamation claims; and (iii) authorizing the Debtors to pay the Allowed amount of each valid reclamation claim. The Bankruptcy Court granted the Reclamation Motions and, upon Court approval of the Debtors’ proposed treatment of the individual reclamation claims, the Debtors were authorized to pay the Allowed claims.

Approximately sixteen reclamation claimants filed objections and/or responses to the Reclamation Motions, and many other reclamation claimants contacted the Debtors concerning the Debtors’ proposed treatment of their claims as described in the Reclamation Motions. Through discussions, negotiations and/or the exchange of documents and information between parties, the Debtors reached a consensual resolution with the majority of these claimants, either by entering a settlement stipulation or by the Bankruptcy Court’s entry of a modified order.

As of the date of this Disclosure Statement, all but one reclamation claim have been resolved.

(d) Setoffs

Section 553 of the Bankruptcy Code recognizes the right of setoff of mutual, pre-petition obligations if certain criteria are met. However, Section 362(a)(7) of the Bankruptcy Code operates as a stay of the setoff of any debt owing to the debtor that arose pre-petition against any pre-petition claim against the debtor. Bankruptcy Rule 4001 allows parties to consensually modify the automatic stay provisions to allow for setoff in appropriate circumstances.

Throughout the Chapter 11 Cases, the Debtors have entered a number of stipulations (the “Setoff Stipulations”) with various vendors and suppliers authorizing a modification of the automatic stay to effectuate the setoff of pre-petition mutual debts. The Debtors determined that entering the Setoff Stipulations would be in the best interest of the Debtors’ estates and their creditors because, in general, among other reasons, the setoffs allowed the Debtors to reconcile their books and records without further dispute, maintain amicable relationships with their customers and vendors, and continue the free flow of goods and services from their customers and vendors.

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3. Debtor-in-Possession Financing and the DIP Facility

In connection with the Filing, and in order to fund their on-going business operations during the pendency of the Chapter 11 Cases, the Debtors, excluding Jefferson Holdings, Inc., obtained a debtor-in-possession credit facility (the “DIP Facility”) from a group of lenders (the “DIP Lenders”) led by Bank of America, N.A., as administrative agent (the “DIP Agent”). On November 17, 2000, the Bankruptcy Court approved the Final Order Authorizing Post-Petition Financing on a Superpriority Administrative Claim Basis Pursuant to 11 U.S.C. § 364(c)(1) and Granting Relief from the Automatic Stay Pursuant to 11 U.S.C. § 362 (the “DIP Order”). The DIP Order authorized, among other things, (a) the Debtors to borrow from the DIP Lenders, on specified terms and conditions, post-petition financing of up to $500 million, including revolving loans and letters of credit, pursuant to an agreement among the Debtors and Lenders; (b) the execution by the Debtors of notes and other documents requested by the DIP Lenders evidencing the post-petition financing; and (c) the granting of certain protections to the DIP Agent and the DIP Lenders including without limitation a superpriority administrative claim over any and all administrative expenses of the kinds specified in Sections 503(b), 105, 326, 328, 330, 331, 506(c), 507(a), 546(c), 726 or 1112 of the Bankruptcy Code.

The DIP Facility also provided for unsecured post-petition financing from the DIP Lenders for general working capital and other general corporate purposes in an aggregate principal amount not to exceed $500 million. The amount available under the DIP Facility depends on a borrowing base of qualifying receivables and inventory of the Debtors. Borrowings under the DIP Facility bear interest at a floating rate equal to LIBOR plus a margin varying from 0.75% to 2.00%, based upon the average daily outstanding balance. In addition, a commitment fee is payable on unused portions of the aggregate commitment amount under the DIP Facility of 0.375% per annum and a letter of credit fee is payable based on the average daily maximum aggregate amount available to be drawn under all outstanding letters of credit and certain other expenses incurred by the DIP Lenders issuing the letters of credit. The DIP Facility contains covenants, representations and warranties, events of default, and other terms and conditions typical of credit facilities of a similar nature.

The DIP Facility was to expire on November 15, 2002, in accordance with its terms. On October 28, 2002, the DIP Lenders and the Debtors entered into an amendment to the DIP Facility, approved by the Bankruptcy Court, pursuant to which, among other things, the maximum available credit amount under the DIP Facility was reduced at the Debtors’ request to $250 million and its term was extended through November 15, 2004.

The DIP Facility, as amended in 2002, was due to expire on November 15, 2004, in accordance with its terms. By Order entered October 28, 2004, the Bankruptcy Court approved an amendment to the DIP Facility by which the term of the DIP Facility was extended through November 15, 2006. Such amendment also replaced certain of the DIP Lenders with other lenders, and made certain other specified revisions to the DIP Facility. By Order entered July 13, 2005, the Bankruptcy Court approved various technical amendments to its prior Order regarding the DIP Facility, dated October 28, 2004.

The Debtors have never utilized the facility except for standby letter of credit and similar uses. As of November 30, 2005, approximately $150 million of availability

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under this facility was utilized for standby letters of credit and similar uses. As of the Effective Date, the Debtors expect to have no outstanding borrowings, but approximately $175 million in outstanding standby letters of credit and similar uses.

Obligations under the DIP Facility have “superpriority” claim status under Section 364(c)(1) of the Bankruptcy Code, meaning that such obligations have priority as to repayment over all administrative expenses, with certain limited exceptions. The claims of the DIP Lenders are subject to the fees and expenses of the Office of the United States Trustee (under Section 1930 of Title 28 of the United States Code) and the Clerk of the Bankruptcy Court, and are also subject to the payment of professional fees and disbursements (capped at $10 million upon the occurrence of an event of default under the DIP Facility) incurred by the borrowers under the DIP Facility and statutory committees approved under the Chapter 11 Cases.

4. Standstill Agreement with the Bank Holders

(a) The Standstill Agreement

Prior to the Petition Date, OCD, as borrower and guarantor, certain other borrowers and guarantors and Credit Suisse First Boston, as agent and lender (the “Pre-petition Agent”) and approximately forty-six banks (including their assignees and participants, the “Bank Holders”) entered into the 1997 Credit Agreement. On or about the Petition Date, certain of the Bank Holders imposed an administrative freeze on funds of certain Debtors and Non-Debtor Subsidiaries, including foreign Subsidiaries and Affiliates in the approximate amount of $46 million.

On the Petition Date, the Debtors filed a Verified Complaint for Declaratory and Injunctive Relief (the “Complaint”) against the Bank Holders, commencing the adversary proceeding entitled Owens Corning, et al. v. Credit Suisse First Boston, et al., Adv. Pro. No. A-00-1575 (the “Standstill Adversary Proceeding”). By the Complaint, the Debtors sought to enjoin the Bank Holders from (i) exercising their purported rights of setoff under Section 13.06 of the 1997 Credit Agreement against money in bank accounts of the Debtors and Non-Debtor Subsidiaries held by the Bank Holders; (ii) declaring any Non-Debtor Subsidiaries in default under any separate banking agreements as a result of the Filings; (iii) accelerating the payments under any separate banking agreements as a result of the Filings; (iv) freezing, impairing or otherwise moving against the funds of Non-Debtor Subsidiaries that are held by the Bank Holders as a result of the Filings; and (v) declaring the rights and obligations of the parties under Section 13.06 of the 1997 Credit Agreement.

Concurrent with the filing of the Complaint, the Debtors filed a Motion for Temporary Restraining Order and Preliminary Injunction under Sections 105(a) and 362(a) of the Bankruptcy Code (the “TRO Motion”). By the TRO Motion, the Debtors requested an order that enjoined (i) the Bank Holders from calling, canceling, or revoking credit facilities of the Non-Debtor Subsidiaries solely as a result of the Debtors’ seeking relief under Chapter 11 of the Bankruptcy Code; and (ii) the Bank Holders and their affiliates from setting off against funds deposited by the Non-Debtor Subsidiaries in bank accounts at the Bank Holders or their affiliates.

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The purpose of the Standstill Adversary Proceeding and the TRO Motion was to protect the assets of the Non-Debtor Subsidiaries by preventing their assets from being used to satisfy all or a portion of the obligations under the 1997 Credit Agreement that had been guaranteed by certain Non-Debtor Subsidiaries.

On October 10, 2000, with the consent of the Bank Holders, the Bankruptcy Court entered a temporary restraining order (“TRO”) enjoining and restraining the Bank Holders from exercising any enforcement right or remedy under the 1997 Credit Agreement against any Non-Debtor Subsidiaries, including any setoff rights, under any other agreement, or under applicable law. Notwithstanding the injunction, the TRO permitted the Bank Holders to impose an administrative freeze on any funds in accounts of the designated Non-Debtor Subsidiaries as of the Petition Date and to refuse to make additional loans or advances to the Non-Debtor Subsidiaries.

Following negotiations between counsel for the Debtors and the Bank Holders (except for the China Lenders as discussed below), and in order to preserve the status quo for the benefit of the Debtors’ bankruptcy estates and their creditors, the Debtors and the Bank Holders entered into various modifications and extensions of the TRO, which were approved by the Court.

The Debtors and the Bank Holders continued to engage in discussions for the purpose of entering into an agreement pursuant to which the Bank Holders would stand still from exercising certain enforcement rights and remedies against the Non-Debtor Subsidiaries, waive certain rights and remedies under the 1997 Credit Agreement and certain credit facilities with the Non-Debtor Subsidiaries (the “Bilateral Facilities”), amend the 1997 Credit Agreement to release, discharge and waive all claims against certain Non-Debtor Subsidiaries, and resolve disputes regarding setoff rights. On May 30, 2001, after successful negotiations between the Debtors and the Bank Holders, the Debtors filed the Motion for Order Under 11 U.S.C. §§ 105(a), 362(a), and Fed. R. Bankr. P. 6004, 7065 and 9019 (i) Authorizing the Debtors to Enter Into, and to Take All Necessary or Appropriate Action to Effectuate the Terms of, a Standstill and Waiver Agreement with Certain Defendants, (ii) Terminating the Temporary Restraining Order Entered with Respect to Certain Defendants, (iii) Dismissing this Adversary Proceeding with Respect to Certain Defendants, (IV) Authorizing the Debtors to Compromise and Settle Setoff Rights Asserted by the Defendants and Terminating the Stay of 11 U.S.C. § 362(a) with Respect to Certain Setoff Rights, and (V) Releasing, Discharging, and Waiving Certain Claims of Defendants (the “Standstill Motion”).

The Standstill Motion was approved by Court Order dated June 19, 2001 (the “Standstill Order”). The Standstill Order, among other things, authorized the Debtors to enter into the Standstill and Waiver Agreement among the Debtors, certain Non-Debtor Subsidiaries and the Bank Holders (the “Standstill Agreement”), authorized the Debtors to settle the setoff rights asserted by the Bank Holders, released, discharged and waived certain claims of the Defendants, and dismissed, without prejudice, the Standstill Adversary Proceeding and terminated the TRO with respect to all the Defendants except the China Lenders, as defined below.

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Pursuant to the terms of the Standstill Agreement, the Bank Holders agreed not to exercise certain remedies against the Non-Debtor Subsidiaries during the Specified Period (the “Standstill Period”) in consideration of certain undertakings of the Debtors and Non-Debtor Subsidiaries, including subjecting certain Non-Debtor Subsidiaries to affirmative and negative covenants. The Standstill Period would expire on the earliest to occur of (i) the date of filing of a plan or plans of reorganization, (ii) a termination due to an event of default under the Standstill Agreement, or (iii) a date no earlier than October 31, 2002 which is 45 days after written notice to the Debtors and their counsel by the Pre-petition Agent that the requisite number of Bank Holders (as determined in the 1997 Credit Agreement) elected to terminate the Standstill Period.

More specifically, the Standstill Agreement provides that, during the Standstill Period, the Bank Holders are not to exercise any right or remedy for the enforcement, collection or recovery of any of the guaranteed obligations under the 1997 Credit Agreement from any of the Non-Debtor Subsidiaries other than with respect to valid setoff rights in existence on the Petition Date. In addition, the Standstill Agreement precludes those Bank Holders that are parties to the Bilateral Facilities from exercising, as a result of any default under such facilities arising solely from the commencement of the Chapter 11 Cases (which default is waived during the Standstill Period), enforcement rights or remedies against such Non-Debtor Subsidiaries other than with respect to valid setoff rights existing as of the Petition Date. However, the Bank Holders are not required to make additional loans or advances under a Bilateral Facility nor are they prevented from exercising any other rights or remedies available to them under a Bilateral Facility.

The Standstill Agreement also provided that the Debtors, the Non-Debtor Subsidiaries and the Bank Holders would provide information to determine the validity of setoff rights and seek in good faith to resolve all disputes regarding setoff rights. Pending resolution of the setoff rights, the TRO remained in effect and all parties’ rights with respect to the setoff issue were preserved.

Pursuant to the Standstill Agreement, OCD made a payment of $3 million to the Pre-petition Agent for and on behalf of the Bank Holders executing the Standstill Agreement (the “Participating Lenders”) with each Participating Lender receiving a pro rata share of such fee based on such Participating Lender’s outstanding commitment under the 1997 Credit Agreement. OCD also paid a fee of $200,000 to each of the Pre-petition Agent and Chase Manhattan Bank, in their respective capacities as co-chairs of the Steering Committee. OCD was also responsible for payment of certain fees and expenses of the Bank Holders, subject to certain monetary limits.

On November 25, 2002, the parties to the Standstill Agreement executed a Stipulation and Order to Amend the Standstill and Waiver Agreement (the “Standstill Amendment”) to, among other things, extend the Standstill Period, which was approved by the Court on November 25, 2002. The Standstill Amendment provides, in part, that the extended Standstill Period will end on the earliest to occur of (i) a termination due to an event of default specified in the Standstill Amendment, or (ii) the date which is 45 days after written notice of intention to terminate the Standstill Agreement has been given to OCD or the Pre-petition Agent as provided in the Standstill Amendment. The Standstill Amendment also provides that the Pre-petition

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Agent approved of the first amendment to the DIP Facility and that the fraudulent conveyance actions filed on or about October 4, 2002, by the Debtors, as described in more detail below, or the appointment of a limited purpose trustee or examiner would not constitute an event of default under the Standstill Agreement.

With respect to the proceedings relating to the “Estimation of Asbestos Liability for Plan Purposes,” see Section IV.D.2, the Debtors objected to requests for payments of attorneys fees for the Bank Holders for participating in such proceedings as unreasonable. At the same time, the Debtors and the Official Representatives agreed to extend the deadline to object to the fees of the attorneys for the Official Representatives for participating in proceedings concerning the estimation of Asbestos Personal Injury Claims. Because the Unsecured Creditors’ Committee was representing the interests of all creditors not holding Asbestos Personal Injury Claims, the Debtors asserted that they were not required to pay attorneys fees and expenses of parties other than counsel for the Unsecured Creditors’ Committee in such proceedings. In response to the Debtors’ position, on April 16, 2004, CSFB filed a Motion to Compel Debtors’ Compliance with the Standstill and Waiver Agreement. The Debtors filed an objection to this Motion on May 14, 2004, which objection was joined by the Asbestos Claimants’ Committee and the Future Claimants’ Representative. The parties resolved the issues regarding this dispute in December, 2004.

(b) The China Standstill Agreement

The Debtors were engaged as of the Petition Date in ongoing negotiations with Standard Chartered Bank (“SCB”), as agent and co-coordinating arranger for the Loan Facility Agreement, dated March 12, 1998 (the “Revolving Loan Facility”) among SCB, Societe Generale (“Soc Gen”) and KBC Bank, N.V. (“KBC” and, together with SCB and Soc Gen, the “China Lenders”), Owens Corning (China) Investment Company, Ltd. (“OCI”), Owens-Corning (Guangzhou) Fiberglas Co., Ltd. (“OC Guangzhou”), Owens-Corning (Shanghai) Fiberglas Co., Ltd. (“OC Shanghai”), as borrowers, and OCD as guarantor, to effectuate the continued servicing of the Revolving Loan Facility and to settle certain setoff rights asserted by SCB in the approximate amount of $7.8 million. Resolution of the issues surrounding the Revolving Loan Facility was necessary to settle the setoff rights asserted by SCB and would permit OC to realize future value and profits from OC Guangzhou and OC Shanghai, which provide valuable production support to OC’s global insulation business and are strategically important to OC’s long term business strategy in China.

Following negotiations, OCD, OC Guangzhou, OC Shanghai and the China Lenders reached agreement on the key terms of a Standstill and Amendment Agreement (the “China Standstill Agreement”). On October 16, 2002, the Debtors filed a motion for an order under 11 U.S.C. §§ 363 and 105, and Fed. R. Bankr. P. 6004 and 9019 authorizing and (i) approving execution of the China Standstill Agreement by and among OCD, OC Guangzhou, OC Shanghai, and the China Lenders; (ii) approving consummation of the transactions contemplated in the China Standstill Agreement; and (iii) granting the China Lenders an Allowed General Unsecured Claim against OCD in the amount of $22 million conditioned upon the closing of the China Standstill Agreement (the “China Standstill Motion”). The Bankruptcy Court approved the China Standstill Motion on December 9, 2002.

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The China Standstill Agreement became effective and on January 27, 2003, the Bankruptcy Court entered a Stipulation and Order terminating the TRO and dismissing the Standstill Adversary Proceeding as related to the China Lenders.

Under the terms of the China Standstill Agreement, and among other things, the outstanding amounts under the Revolving Loan Facility – $12 million for OC Guangzhou and $5.6 for OC Shanghai – plus certain other amounts, were to become due and payable on December 31, 2005. In anticipation of this deadline, OC, OC Guangzhou and OC Shanghai entered into discussions which resulted in the China Lenders’ agreement to accept, with respect to OC Guangzhou, 60% of the principal amount due under the Revolving Loan Facility, plus certain other amounts, in full satisfaction of OC Guangzhou’s payment obligations under the Revolving Loan Facility. Under the terms of this agreement, OC Shanghai is to pay the China Lenders the full amount of its obligations under the Revolving Loan Facility. On November 9, 2005, OC filed a motion seeking authority for certain inter-company loans to OC Guangzhou, as required to fund this settlement. Such motion was approved by the Bankruptcy Court by Order dated December 20, 2005.

(c) Setoff of Bank Accounts

In connection with the consummation of the Standstill Agreement, the Debtors and the Bank Holders agreed to conduct discussions in an attempt to reach a consensual resolution with respect to the Bank Holders’ setoff rights against both the Debtors and the Non-Debtor Subsidiaries. The dispute concerning the Bank Holders’ potential setoff rights centered around the accounts upon which the Bank Holders had placed an administrative freeze after the commencement of the Chapter 11 Cases (as described above). In their efforts to reach a resolution, the parties to the Standstill Agreement exchanged information and documents which enabled them to stipulate to material facts regarding most of the frozen accounts. These facts were set forth in a Stipulation Concerning Debtors’ Frozen Bank Accounts, which was filed in the Bankruptcy Court on February 15, 2002.

Contemporaneous with the filing of the factual stipulation, the Bank Holders filed a motion in the Bankruptcy Court, entitled Motion of Credit Suisse First Boston, as Agent, for an Order Modifying the Automatic Stay to Permit Setoff of Frozen Funds (the “Setoff Motion”). In the Setoff Motion, the Bank Holders requested relief from the automatic stay to exercise setoff rights against 22 frozen bank accounts of certain Debtors and Non-Debtor Subsidiaries, totaling approximately $35 million. The Debtors, as well as certain other creditor groups, objected to the Setoff Motion. In their objection, the Debtors disputed the amount of the Bank Holders’ setoff rights and asserted, among other things, that the Bank Holders were wrongfully withholding the entire balance of many of the frozen accounts, and that the Bank Holders did not have valid setoff rights with respect to a substantial number of the frozen accounts.

After extensive settlement negotiations, the Debtors and the Bank Holders agreed to settle the Setoff Motion and the parties’ competing claims to the bank accounts at issue, together with certain other bank accounts not covered by the Setoff Motion, which accounts totaled $36,779,719.99, plus interest earned after the Petition Date. The parties executed an agreement for the settlement of the Setoff Motion, the terms of which authorized the

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release of specified funds totaling $18,953,325.31 plus 51.532% of the interest accrued on the frozen funds to the Debtors and permitted the Bank Holders to exercise their setoff rights with respect to the balance of the frozen funds, $17,826,394.68 plus 48.468% of the accrued interest. The settlement agreement was approved by order of the Bankruptcy Court, dated June 20, 2002.

(d) Cash Management System

On October 6, 2000, the Debtors filed a motion for interim and final orders (i) authorizing (a) the maintenance of certain existing bank accounts, (b) the continued use of existing business forms, (c) the use of a modified cash management system and (d) the transfer of funds to Non-Debtor Subsidiaries and (ii) waiving certain investment and deposit requirements of Section 345(b) of the Bankruptcy Code (the “Cash Management Motion”). The Court granted the relief requested in the Cash Management Motion, as modified by an “Exhibit D-1” (which was introduced into evidence at the hearing on the Cash Management Motion), by “so ordering” the record, to be followed by the submission of an agreed-upon form of written order.

On June 19, 2001, the Bankruptcy Court approved the Agreed-Upon Interim Order Under 11 U.S.C. §§ 105, 345(b) and 363 (i) Authorizing (a) Maintenance of Certain Existing Bank Accounts, (b) Continued Use of Existing Business Forms, (c) Use of Modified Cash Management System, and (d) Transfer of Funds to Non-Debtor Subsidiaries; and (ii) Waiving, on an Interim Basis, Investment and Deposit Requirements of 11 U.S.C. § 345(b) (the “Interim CMO”).

The Interim CMO originally had an expiration date of December 18, 2001. On December 17, 2001, the Court entered a Stipulation and Order that extended the expiration date of the Interim CMO until February 26, 2002. The Debtors and Creditors submitted and the Bankruptcy Court approved the final cash management order (the “Final CMO”), which became effective on February 25, 2002 and is to continue in effect until confirmation of the Plan.

Pursuant to the Final CMO, in accordance with Sections 105 and 363 of the Bankruptcy Code, the Debtors may (i) designate, maintain and continue to use all of their respective collection, collateral, operating, depository, payroll and other accounts existing at the Petition Date in accordance with existing account agreements, (ii) close any such accounts, and (iii) treat such accounts as accounts of the Debtors in their capacity as debtors-in-possession. The Final CMO provides that the Debtors and Non-Debtor Subsidiaries are permitted to utilize their cash management system existing prior to the Petition Date.

With certain allowed exceptions, the Final CMO prohibits the Debtors and Non-Debtor Subsidiaries from transferring funds to pay pre-petition intercompany indebtedness. However, the Final CMO permits transfers of funds among Debtors and Non-Debtor Subsidiaries in payment for goods and services provided to the payor after the Petition Date. The Final CMO also permits transfers of funds among Debtors and Non-Debtor Subsidiaries for capital expenditures, working capital and short-term liquidity as long as the transfers are evidenced as loans, within the appropriate monetary limits and properly recorded on applicable accounts, with additional limits on transfers of funds to negative net worth Debtors and Non-Debtor Subsidiaries. The Final CMO permits the Debtors and Non-Debtor Subsidiaries

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to invest and deposit funds in accordance with their established deposit and investment practices as of the Petition Date. The Final CMO also approved eight specific transactions as exceptions to the limitations set forth in the Final CMO.

5. B-Reader Litigation

In January of 2005, CSFB demanded that the Debtors commence litigation against physicians that it alleged had falsely and fraudulently diagnosed asbestos-related disease in the x-rays of thousands of individuals who subsequently asserted personal injury claims against the Debtors. The Debtors responded that they were not opposed to pursing the litigation in principle, however, there were serious concerns that the potential costs of the litigation would outweigh any benefits to the Debtors’ estate. OCD had commenced similar fraud and RICO litigation against certain medical screening facilities in 1996 and 1997. At that time, it considered bringing lawsuits against individual physicians, but because of strategic considerations, it decided not to do so. The Debtors believed that the considerations applicable to the litigation in the late 1990s were also applicable to CSFB’s 2005 proposal. These considerations included the fact that evidence of fraud was difficult to prove; the statute of limitations would pose a serious obstacle; and filing a lawsuit would subject the Debtors to the risk and expense of litigating against sizeable counterclaims. Also, the Debtors’ experience in the earlier fraud and RICO litigation demonstrated that the attorneys’ fees and costs incurred in pursuing such litigation were likely to substantially exceed any potential for recovery. CSFB agreed to advance attorneys’ fees and costs in connection with the proposed litigation subject to potential reimbursement ordered by the Bankruptcy Court if such litigation was found to be beneficial to the estate, but refused to indemnify the Debtors against counterclaims. For that reason, the Debtors exercised their business judgment and declined to commence the litigation.

On January 12, 2005, CSFB filed a motion seeking an order authorizing CSFB to commence an adversary proceeding on behalf of the Debtors’ estate against the B-readers. The Debtors opposed the motion for the reasons set forth above, but agreed to withdraw the opposition if CSFB agreed to indemnify the Debtors for liability and expenses related to potential counterclaims by the defendants in the proposed litigation. The matter was heard before the Bankruptcy Court on February 28, 2005. The Bankruptcy Court specifically credited the evidence behind the Debtors’ business and legal decision not to pursue the litigation unless CSFB indemnified the estate for liability and expenses from potential counterclaims. At the hearing, CSFB agreed to provide the requested indemnity. A few days later, CSFB disavowed the agreement and insisted that it be permitted to proceed in the litigation without indemnifying the estate against counterclaims. On March 21, 2005, the Bankruptcy Court denied CSFB’s motion. On appeal, the District Court affirmed the Bankruptcy Court’s ruling. CSFB did not appeal the District Court’s ruling and the time for appeal has expired.

6. Unexpired Leases and Executory Contracts

As of the Petition Date, the Debtors were party to thousands of unexpired leases and executory contracts, including, among others, real property leases, information technology agreements, equipment leases, plant-related service agreements, and supply agreements. During the pendency of the Chapter 11 Cases, the Debtors have evaluated the costs and potential benefits of these agreements, including the availability of alternate services and more profitable end-users for its products, all without disrupting core business operations.

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Section 365 of the Bankruptcy Code authorizes a debtor, subject to approval of the Bankruptcy Court, to assume or reject unexpired leases and executory contracts. Under the Bankruptcy Code, a debtor has until confirmation of a plan of reorganization to assume or reject executory contracts and unexpired leases of residential real property or of personal property of the debtor. A debtor in a Chapter 11 case ordinarily must assume or reject unexpired leases of nonresidential real property within sixty (60) days after commencement of the case. If a debtor fails to assume this type of lease within the applicable time period, the lease is deemed rejected. The bankruptcy court may extend the relevant time periods for cause.

(a) Real Property Leases

As of the Petition Date, the Debtors were lessees under approximately 347 unexpired nonresidential real property leases. Most of the unexpired leases were for space used by the Debtors for conducting the production, warehousing, distribution, sales, sourcing, accounting and general administrative functions that comprise the Debtors’ businesses. Given the size and complexity of the Chapter 11 Cases, the Debtors determined that they would be unable to complete their analyses of all nonresidential real property leases during the time limitation prescribed in Section 365(d)(4) of the Bankruptcy Code. Accordingly, the Debtors sought, and the Bankruptcy Court approved, extensions of the time by which the Debtors must assume or reject their unexpired leases of nonresidential real property. The latest extension was granted by the Bankruptcy Court on May 4, 2006, and expires on December 5, 2006.

Throughout the Chapter 11 Cases, the Debtors have been engaged in an ongoing review of the unexpired nonresidential real property leases to determine whether the rejection or assumption and assignment of the leases was in the best interest of their respective estates. Through the end of November, 2005, the Debtors had rejected approximately seventy-five (75) nonresidential real property leases; assumed twelve (12) nonresidential real property leases; and assumed and assigned nine (9) nonresidential real property leases. The Debtors continue their review and analysis of their unexpired nonresidential real property leases.

Generally, all unexpired nonresidential real property leases that have not previously been assumed or rejected by the Debtors will be assumed under the Plan, except for those leases specified on Schedule IV of the Plan, which must be filed at least ten (10) days prior to the Objection Deadline. See Section VII.E of this Disclosure Statement entitled “Treatment of Executory and Post-Petition Executory Contracts and Unexpired Leases.”

(b) Executory Contracts and Unexpired Leases

Since the Petition Date, the Debtors have instituted an internal process to review all executory contracts and unexpired leases to evaluate the economic costs and benefits to each of them. Throughout the Chapter 11 Cases, the Debtors have successfully renegotiated or rejected numerous leases and executory contracts, resulting in a reduction in fixed costs. The Debtors also have assumed, assumed as modified, or assumed and assigned a number of executory contracts and unexpired personal property leases since the Petition Date. By their review process, the Debtors have realized significant savings without business interruption.

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Generally, all unexpired nonresidential real property leases that have not previously been assumed or rejected by the Debtors will be assumed under the Plan, except for those leases specified on Schedule IV of the Plan, which must be filed at least ten (10) days prior to the Objection Deadline. See Section VII.E of this Disclosure Statement entitled “Treatment of Executory and Post-Petition Executory Contracts and Unexpired Leases.”

The following is a description of the disposition of certain of the Debtors’ executory contracts and unexpired leases throughout the Chapter 11 Cases:

(i) Enron. In January 2001, the Debtors, with Bankruptcy Court authority, assumed their various executory contracts with Enron Energy Services, Inc. and other Enron-related entities. Among other things, these contracts required Enron to provide to the Debtors certain commodities and commodity-related services, as well as certain energy, energy efficiency, and consultation services. Among the services provided by Enron were billing consolidation services, by which Enron would assemble and consolidate third-party energy bills for presentation to OCD. OCD would make payment on such bills to Enron, which was contractually obligated to convey the appropriate portion of such payments to the underlying third-party providers. In connection with the assumption of these contracts, the Debtors made a cure payment of approximately $20 million to Enron, on account of funds owed to Enron and/or to third-party energy providers. By order dated August 28, 2001, the Debtors obtained Bankruptcy Court approval to amend the previously-assumed Enron agreements so as to, among other things, expand the services provided thereunder to additional facilities of the Debtors. On December 2, 2001, Enron Corp. and certain of its affiliates filed Chapter 11 bankruptcy petitions in the United States Bankruptcy Court for the Southern District of New York. Prior to Enron Corp.’s bankruptcy filing, the Debtors sent one or more notices to Enron by which the Debtors terminated their various contractual agreements with Enron. Enron asserted significant post-petition claims against OCD as a result of the foregoing contract terminations. By motion filed on May 9, 2003, OCD sought Court approval of a settlement with Enron Corp. and certain of its affiliates that would resolve all disputes among the parties. Among other things, such settlement resolved the following issues: (i) the amount owed by OCD to Enron on account of OCD’s purchase of commodities from Enron subsequent to the Petition Date; (ii) the amount owed by OCD in connection with certain projects under construction for OC by Enron or parties controlled by Enron, including incomplete projects; (iii) the amount owed by OCD on account of OCD’s alleged cost savings from such projects; and (iv) invoices allegedly issued by Enron or affiliated parties in connection with uncompleted projects under construction for OCD; (v) the appropriate disposition of Owens Corning Energy LLC, a limited liability company owned by OCD and an Enron affiliate; (vi) whether OCD or any of its affiliates were entitled to an allowed claim against any of the Enron bankruptcy cases; (vii) whether any of the Enron debtors were entitled to an allowed administrative or other claim against OCD or any of the Debtors; (viii) the status and disposition of certain of the property leased to OCD pursuant to certain lease agreements among the parties; and (ix) which of the parties was entitled to certain natural gas stored at OCD’s natural gas storage facilities.

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Under the terms of such settlement, which was approved by Court Order dated June 13, 2003: (a) certain agreements among the parties were deemed to have been terminated as of December 1, 2001; (b) the master leases among the parties were terminated and the property leased to OCD thereunder was transferred to OCD “as is, where is and with all faults” with no representations or warranties and free and clear of the liens or encumbrances, other than certain excluded liens; (c) OCD paid to Enron Energy Services Operations, Enron Energy Services International Leasing, Inc. and Owens Corning Energy LLC $43.0 million in cash as follows: $13,805,312 to Owens Corning Energy LLC, $427,505 to Enron Energy Services International Leasing, Inc. and the remainder to Enron Energy Services Operations; (d) releases were exchanged among the parties; (e) certain other assets were transferred to OCD free and clear of all liens, claims and encumbrances, other than specified excluded liens; (f) OCD withdrew with prejudice any claims filed by it or any controlled affiliate in the Enron bankruptcy cases arising out of certain specified agreements and the transactions contemplated thereby; (g) Enron and certain affiliates are to withdraw with prejudice any proof of claim filed by them or any controlled affiliate against any of the Debtors arising out of specified agreements and the transactions contemplated thereby; (h) OCD assigned its interests in Owens Corning Energy LLC to Enron Energy Services Organization; and (i) Enron and specified affiliates transferred to OCD any natural gas currently stored at OCD’s natural gas storage facilities.

(ii) Xerox Corp. OCD and Xerox Corp. were parties to a pre-petition services agreement pursuant to which Xerox Corp. was obligated to operate OCD’s global documents management systems, the term of which expired on December 31, 2001. Prior to the expiration of the agreement, and after extensive negotiations, OCD and Xerox Corp. entered into a post-petition document services agreement, which was approved by order of the Bankruptcy Court dated July 16, 2001. OCD’s execution of the post-petition document services agreement, which replaced the original agreement as of May 21, 2001, was necessary to the Debtors’ ongoing business operations. In accordance with the entry of the post-petition agreement, Xerox Corp. became entitled to an allowed General Unsecured Claim against OCD in the approximate amount of $3 million, and became entitled to assert an additional General Unsecured Claim against OCD in the approximate amount of $892,000.

(iii) SAP America, Inc. With Bankruptcy Court approval in June 2001, OCD assumed, with certain modifications, its software license agreement with SAP America, Inc. Under the agreement, SAP America, Inc. licenses certain software to OCD, which software is fundamental to the Debtors’ business operations. Upon the assumption of the agreement, OCD and SAP America, Inc. agreed to make modifications to the agreement in order to provide the Debtors with greater operational flexibility and to facilitate the Debtors’ potential divestiture of certain assets and/or business units. In connection with the assumption of the agreement, OCD made a cure payment to SAP America, Inc. in the approximate amount of $6.3 million. In addition, SAP America, Inc. became entitled to an Allowed General Unsecured Claim against OCD in the approximate amount of $287,000.

(iv) Owens-Corning (India) Limited. In connection with the restructuring of OCD’s Indian joint venture, Owens-Corning (India) Limited (“OCIL”) (discussed in Section III.A.3(b) of this Disclosure Statement), OCD assumed, as amended and restated, several executory contracts between OCD and OCIL pursuant to which OCD provides OCIL with certain services and OCIL provides certain products to OCD. Assumption of the

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agreements, as modified (which included technology license agreements, a trademark and trade name license agreement, an alloy services agreement, an offtake contract, a shareholder agreement and an investment agreement), was part of the overall restructuring of OCIL, which provided significant benefit to OCD’s estate. No cure payments were owed with respect to the assumption of the agreements. The Bankruptcy Court authorized OCD’s assumption of the agreements by Order dated June 18, 2002.

(v) Owens Corning World Headquarters Restructuring. The Debtors maintain their World Headquarters in a 400,000 square foot facility located on a 42-acre tract of land in Toledo, Ohio. Approximately 1,100 of the Debtors’ employees are located in the World Headquarters, including key management, business unit employees, customer service, sales support and business process personnel. As of the Petition Date, OCD leased the World Headquarters facility from the Toledo Lucas County Port Authority (the “Port Authority”) pursuant to two leases. The payments due under the first lease primarily were used to pay principal, interest and other amounts owing under the Port Authority’s $85.4 million Taxable World Headquarters Revenue Bonds, Series 1995 (the “Revenue Bonds”), as well as amounts due under the Port Authority’s $10 million Taxable State Loan Revenue Note, payable to the State of Ohio. The Port Authority leases the ground underlying the World Headquarters facility pursuant to third-party ground leases that were scheduled to expire on May 31, 2030.

After negotiations with the necessary parties, the Debtors reached a comprehensive agreement to restructure the leases on the World Headquarters and resolve the underlying bond debt. By Order dated May 19, 2003, the Bankruptcy Court approved this proposed restructuring. The principal terms of the agreement consisted of the following: (a) OCD’s purchase of the Revenue Bonds for $691.961 per $1,000 of the outstanding principal of such bonds (for a total purchase price of $32 million); (b) the allowance of General Unsecured Claims to the holders of the Revenue Bonds in the amount of $399.039 per $1,000 of outstanding principal amount of such bonds (for total allowed General Unsecured Claims of approximately $21.4 million); (c) the modification of OCD’s second lease for the World Headquarters, to provide for (x) extensions through 2075, at Owens Corning’s option, and (y) a more favorable purchase option; (d) the assumption of the second lease as modified; (e) the assumption of the Project Service and Indemnity Agreement between OCD and the Port Authority; and (f) modifications of the underlying ground leases with respect to the World Headquarters, through 2075, at OCD’s option. The $5.0 million Taxable Development Revenue Bonds (Northwest Ohio Bond Fund) Series 1995A, which mature in 2015, are paid from OCD’s obligations to the Port Authority under the assumed second lease and Project Service and Indemnity Agreement, are not Pre-petition Bonds and are not discharged and cancelled under the Plan.

(vi) Jackson, Tennessee Lease Assumption. By Order entered February 25, 2004, the Bankruptcy Court authorized Owens Corning to assume its Master Industrial Development Lease Agreement dated as of December 14, 1993 (the “Master Lease”) with the Industrial Development Board of the City of Jackson, Tennessee (the “IDB”) and its equipment Sublease Agreement dated as of December 15, 1993 with US Bank, as lessor, and Owens Corning, as lessee (as amended and supplemented by that certain Qualifying Addition Supplement to Sublease Agreement dated as of December 23, 1996, the “Sublease”) and to exercise its purchase options thereunder. The relief granted by this Order permitted Owens

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Corning to take title to a 199-acre facility in Jackson, Tennessee, at which the Debtors manufacture a fiberglass underlayment product that is a critical component in the production of roofing shingles, together with equipment and machinery located at such facility including a solid waste disposal and recycling facility. In connection with its exercise of purchase options with respect to these assets, Owens Corning made purchase and “cure” payments of approximately $29.6 million, inclusive of a final semi-annual rent payment under the Sublease of approximately $5.28 million.

(vii) Miscellaneous Equipment Lease Buy-Outs and Settlements. The Court has authorized the Debtors to exercise purchase options or otherwise buy out various equipment leases upon such leases’ termination, including the following:

Lessor(s)	Date of Agreement	Equipment Leased	Purchase Terms
Pitney Bowes Credit Corporation	December 20, 1994	Office furniture and equipment and leasehold improvements at the facility in Granville, OH.	Pursuant to a Bankruptcy Court order dated November 15, 2002, OCD purchased the equipment subject to the lease for $330,335.83. Pursuant to such Order, Pitney Bowes Credit Corporation was allowed a General Unsecured Claim of $325,508.57.
Pitney Bowes Credit Corporation/John Hancock Life Insurance Company	December 31, 1996	Equipment used in the facilities in Huntington, PA, Anderson, SC, Aiken, SC, Summit, IL, Memphis, TN, Fairburn, GA and Newark, OH. Equipment in Aiken, SC was subleased to Advanced Glassfiber Yarns LLC.	Pursuant to a Bankruptcy Court Order dated December 17, 2001, OCD was authorized to purchase the equipment subject to the lease for $10,024,896 and to sell a portion of the equipment to Advanced Glassfiber Yarns LLC for $4,229,671.
Pitney Bowes Credit Corporation	December 31, 1997	•      Equipment and machinery comprising an electrical substation at the Newark, OH facility. •      Poly packaging equipment utilized at the Denver, CO and Atlanta, GA manufacturing facilities. •      Automated packaging system used at the Amarillo, TX facility. •      Vacuum treatment oven at the Aiken, SC facility.	Pursuant to a Bankruptcy Court Order dated December 12, 2003, OCD was authorized to purchase the equipment subject to the lease for $1,714,161.07. Pursuant to such Order, Pitney Bowes Credit Corporation was allowed a General Unsecured Claim of $206,634.72.
Medina 1997 Leasing Trust	September 30, 1997	Manufacturing machinery and equipment used at the roofing plant in Medina, OH	Pursuant to a Bankruptcy Court Order dated December 4, 2002, OCD was authorized to purchase the equipment subject to the lease for $8,942,504.33.

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Lessor(s)	Date of Agreement	Equipment Leased	Purchase Terms
Carly 1995 Leasing Trust	December 15, 1995	Manufacturing, production and equipment used at the facilities in Denver, CO, Delmar, NY, Fairburn, GA, Newark, OH, Kansas City, KS, Aiken, SC, Amarillo, TX and Anderson, SC	Pursuant to the Bankruptcy Court’s April 23, 2001 Order approving a stipulation between OCD and the Carly 1995 Leasing Trust by which the Debtors paid Carly $8,796,241.18, plus rent and other charges.
Dresdner Kleinwort Benson		Equipment used in the facilities in Medina, OH, Kearny, NJ, Jacksonville, FL, Amarillo, TX, Kansas City, KS and Fairburn, GA.	Pursuant to a Bankruptcy Court Order dated January 23, 2004, OCD was authorized to purchase the equipment subject to this lease for $13,353,792.

(viii) Aircraft. The Debtors have utilized corporate aircraft in their business operations for fifty years. As of the Petition Date, Owens Corning was the lessee under three separate aircraft lease agreements for the lease of two Raytheon Hawker 800 aircraft (the “Hawkers”) and a Dassault Falcon 900 EX aircraft (the “Falcon”). The initial lessor under each of these lease agreements was Pitney Bowes Credit Corporation (“PBCC”). PBCC subsequently assigned all of its rights, interests, duties and obligations as lessor with respect to one of the Hawkers to Hitachi Capital America Corp., f/k/a Hitachi Credit America Corp. (“Hitachi”). The expiration dates for each of the aircraft agreements were as follows: for the Hawkers – November 30, 2005 and December 1, 2005, and for the Falcon – August 31, 2005.

In November 2001, Owens Corning and PBCC, and separately Owens Corning and Hitachi, entered into Stipulations by which, among other things, Owens Corning agreed to make monthly (as opposed to semi-annual) payments of the amounts due under the parties’ lease agreements, and PBCC and Hitachi agreed, subject to certain conditions, not to take any action against the Debtors with respect to the aircraft. The Stipulations also provided that any determination with respect to the characterization of the respective aircraft agreements, or the allocation of any payments made pursuant to such agreements, was to be deferred.

In advance of the expiration of the aircraft agreements, Owens Corning undertook an evaluation of whether it should attempt to retain its existing aircraft or whether it should consider leasing or purchasing more efficient aircraft. Ultimately, Owens Corning determined to market, for the benefit of the lessors, its existing aircraft for sale to a third party and to lease new corporate aircraft. Pursuant to a Bankruptcy Court Order entered June 30, 2005, CDC Corporation was authorized to lease three Cessna Citation Sovereign aircraft from Canal Air LLC and to enter into a rental agreement with Owens Corning with respect to these aircraft. On August 23, 2005, the Bankruptcy Court entered an Order authorizing a procedure for the disposition of Owens Corning’s existing aircraft and the distribution of the proceeds from such sales. Ultimately, the Hawkers and the Falcon were sold, via arms-length transactions, to separate third-party purchasers. The resulting aggregate excess net proceeds of sale realized by Owens Corning from the disposition of the aircraft was approximately $2 million.

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(ix) Miscellaneous executory contracts and unexpired leases. Since the Petition Date and through the end of November, 2005, the Debtors have filed twelve (12) motions rejecting miscellaneous contracts and unexpired leases that no longer were required for the Debtors’ business operations, and have filed numerous additional motions to reject specific contracts and leases, which have resulted in the rejection of such contracts and unexpired leases.

7. Insurance

(a) General

During the 20-year period prior to the initiation of the Chapter 11 Cases, billions of dollars of insurance proceeds were paid out by various insurers to directly fund or reimburse OCD for funding the settlement and defense of asbestos claims. During the pendency of the Chapter 11 Cases, the Debtors have been involved in litigation, arbitration and negotiation in which the Debtors have sought to establish asbestos-related coverage rights under policies that were not previously released in full with respect to asbestos claims. To date, OCD has reached settlements of such matters with solvent insurers involving payments either immediately or over time of more than $100 million in the aggregate into escrow accounts and/or as ultimately provided for by the Plan. These settlements have been finalized and approved by the Bankruptcy Court. During the pendency of the Chapter 11 Cases, OCD has also received substantial payments in respect of previously allowed claims from liquidators of insolvent insurers, and expects to receive significant additional amounts over the next several years in respect of distribution on asbestos claims previously allowed. OCD has also concluded two settlements during the pendency of the Chapter 11 Cases, both approved by the Bankruptcy Court, concerning the obligation of insolvent insurers with respect to asbestos and other claims, which settlements have involved and are expected to involve payments of significant amounts.

OCD also has other unconfirmed potential coverage rights for asbestos-related bodily injury claims against certain excess level carriers. Under the ADR procedures of the Wellington Agreement, OCD is seeking recovery for asbestos non-products claims in three ADR proceedings. OCD is also pursuing litigation against a state guaranty association on account of its responsibility for asbestos claims that would otherwise have been paid by a now-insolvent excess insurer. In addition, on June 27, 2001, the Court entered an Order approving the stipulation between Fibreboard and Continental, one of Fibreboard’s insurers, resolving disputes relating to Continental’s obligations under a certain settlement agreement and directing funds be transferred to the Fibreboard Insurance Settlement Trust. Prior to the Petition Date, Fibreboard and Continental had entered into an agreement (the “Buckets Agreement”) that reapportioned their respective liabilities to certain asbestos personal injury claimants. The Buckets Agreement provided for, among other things, the payment of Committed Disputed Presently Settled Claims and Committed Unsettled Present Claims (collectively, the “Committed Claims”) through a $44 million Committed Claims Account funded by Continental. Continental and Fibreboard further agreed that any money remaining in the Committed Claims Account after all Committed Claims have been paid pursuant to the Buckets Agreement would be transferred to the Fibreboard Insurance Settlement Trust. The Stipulation approved by the Court provides, among others, that no funds would be released from the Committed Claims Account while the Chapter 11 Cases were pending, and that Continental would have a first

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priority perfected security interest in the Committed Claims Account securing its rights under the Buckets Agreement to reimbursement or other payment in respect of Continental’s payments under the Buckets Agreement. Approximately $33 million remains in the Committed Claims Account. The Plan provides that, pursuant to the Stipulation, the remaining funds in the Committed Claims Account will be transferred to the FB Sub-Account of the Asbestos Personal Injury Trust to compensate holders of Allowed FB Asbestos Personal Injury Claims.

(b) Insurance Coverage Issues

OCD has unconfirmed potential coverage rights for asbestos-related bodily injury claims against solvent excess level carriers and liquidators and others who now bear responsibility for insolvent carriers. OCD is actively pursuing insurance recoveries under these remaining excess policies in litigation, arbitration and otherwise.

(i) Litigation Against Non-Wellington Carriers

On October 26, 2001, OCD filed a lawsuit in Lucas County, Ohio, styled Owens Corning v. Birmingham Fire Insurance Co. et al., No. CI0200104929, against ten excess level insurance carriers for declaratory relief and damages for failure to make payments for asbestos non-products claims under excess policies issued in the period between June 18, 1974 and September 1, 1984. After extensive litigation but before trial, OCD settled its claims with all of these insurers, and they have been dismissed from the case. The five settlements with the ten insurer defendants have been approved by the Court.

(ii) Wellington ADR Proceedings

The Wellington Agreement is an agreement that was entered into in 1985 between certain asbestos producers (as defined therein), including OCD, and various insurers that, inter alia, (1) resolved certain insurance coverage disputes; and (2) established certain alternative dispute resolution (“ADR”) procedures. The OC Asbestos Personal Injury Liability Insurance Assets include rights to coverage under certain insurance policies issued by insurers that are signatories to the Wellington Agreement. OCD has agreed that it will not reject the Wellington Agreement as an executory contract. The Reorganized Debtors intend to transfer the OC Asbestos Personal Injury Liability Insurance Assets to the Asbestos Personal Injury Trust. Certain insurer signatories to the Wellington Agreement assert that issues concerning the transfer of the OC Asbestos Personal Injury Insurance Assets to the Asbestos Personal Injury Trust cannot be resolved by the Bankruptcy Court (or the District Court); the Plan Proponents disagree with this assertion. Under the ADR procedures of the Wellington Agreement, OCD is seeking recovery for asbestos non-products claims under policies issued by Insurance Company of North America, INA Underwriters, Central National Insurance Company, Pacific Employers Insurance Company, Continental Insurance Company, Harbor Insurance Company, and London Guarantee & Accident Company. Owens Corning also has a claim for asbestos non-products coverage against Zurich. Those companies have reserved their rights with respect to coverage and/or denied coverage. During the earlier stages of the Chapter 11 Cases, OCD obtained Court approval of a settlement with a group of carriers as to which OCD was engaged in an ADR proceeding concerning asbestos non-products claims.

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(iii) Proceedings Involving Policies Issued By Insolvent Carriers

OCD is pursuing litigation against the Mississippi Insurance Guaranty Fund (“MIGA”), in which OCD has asserted that MIGA is responsible for asbestos claims that would otherwise have been paid by a now-insolvent excess insurer. Following an adverse trial court ruling, that claim is now pending on appeal. MIGA contends that Mississippi law only permits Mississippi resident tort claimants to sue MIGA, as opposed to an insured headquartered outside of Mississippi. OCD also has a claim against Integrity Insurance Company In Liquidation (“Integrity”) for asbestos non-products coverage; Integrity has disallowed the claim.

8. Baron & Budd Administrative Deposits

Prior to the Petition Date, B&B was the law firm of record for various plaintiffs in a number of asbestos-related personal injury lawsuits against OCD and Fibreboard who were participants in the NSP. Under a settlement agreement between OCD, Fibreboard and B&B, OCD and Fibreboard were required to pay Administrative Deposits into settlement accounts to be maintained by B&B for the benefit of its clients. The settlement agreement provided for payments to be made in each of 2000, 2001, and 2002. OCD made its first required payment of approximately $66 million on March 13, 2000. The first required Fibreboard payment of approximately $44 million was made on April 6, 2000 from funds obtained from the Fibreboard Insurance Settlement Trust. Prior to the Petition Date, and after receiving written approval from OCD and/or Fibreboard, B&B distributed approximately $23 million from the settlement accounts to its clients pursuant to the terms of the settlement agreement. Because of the Chapter 11 filings, the Debtors did not make the 2001 or 2002 payments to B&B and B&B did not make the 2001 or 2002 distributions to plaintiffs.

Under the settlement agreement, B&B was required to invest the funds held for the plaintiffs and maintain the funds in settlement accounts. Any income from the funds was designated as Investment Proceeds under the agreement (“Investment Proceeds”). It is the Debtors’ position that all such Investment Proceeds are the property of either OCD or Fibreboard. B&B contends that at least a portion of the Investment Proceeds is properly considered property of the plaintiffs for whose benefit the funds were deposited with B&B.

After the Petition Date, B&B proposed to distribute the funds remaining in the settlement accounts to its various beneficiaries and, on September 12, 2001, filed a motion with the Bankruptcy Court for an order determining that the automatic stay does not apply to the undistributed settlement funds made by OCD and Fibreboard or, in the alternative, terminating the automatic stay. B&B argued that the settlement payments were not property of the Debtors’ Estate because an enforceable trust had been created and the Debtors did not retain an equitable interest in the payments.

Numerous objections and/or responses were filed to B&B’s motion, including by the Debtors, the Unsecured Creditors’ Committee, the Asbestos Claimants’ Committee, the Future Claimants’ Representative and Plant Insulation Company (“Plant”). In their response, the Debtors disagreed with B&B’s characterization that the settlement agreement created an express trust; instead, the Debtors argued that the agreement created an escrow

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account. On November 15, 2001, B&B filed an amended motion for relief from the stay (if the automatic stay were applicable). The parties currently dispute whether B&B changed its position that the settlement agreement created an express trust in the amended motion. B&B asserted if the funds were held in an escrow account, the Debtors were still not entitled to the funds under Texas escrow law. B&B asserted that whether the agreement created an express trust or an escrow account, the automatic stay did not apply to B&B’s proposed disbursement of the funds.

The Future Claimants’ Representative and the Unsecured Creditors’ Committee disputed the existence of a trust or an escrow arrangement and asserted that the entire balance in each of the settlement accounts was property of OCD’s and Fibreboard’s respective estates.

After numerous hearings on the pleadings during 2001 and 2002, on June 20, 2002, the Bankruptcy Court issued an order granting B&B’s amended motion in part and denying it in part. The Bankruptcy Court ordered, among other things, that: (a) the Investment Proceeds (approximately $8 million) were property of OCD and Fibreboard’s respective estates and must be returned to OCD and Fibreboard; (b) as to those plaintiffs who received written notice of approval for payment pursuant to the agreement from OCD or Fibreboard, and who had received payment of the first installment of their settlement prior to the Petition Date (the “Qualifying OC and Fibreboard Plaintiffs”), B&B, OCD and Fibreboard had met the standards under Texas law to establish that the requirements of an escrow were fulfilled pre-petition as to the principal balance; (c) to the extent that the principal balance in the B&B settlement accounts of the settlement payments by OCD and Fibreboard represented amounts due under the settlement agreement to the Qualifying OC and Fibreboard Plaintiffs, then such balance (the “Qualifying OC and Fibreboard Balance,” approximately $70 million) was not property of the Debtors’ estates; (d) the Qualifying OC and Fibreboard Plaintiffs were entitled to receive the second and third installments of their settlement out of the Qualifying OC and Fibreboard Balance; and (e) the principal balance remaining in the B&B settlement account, after deducting the Qualifying OC and Fibreboard Balance (the “OC and Fibreboard Residual Balance”, approximately $6 million) was property of the Debtors’ estates and must be returned to OCD (amounts due under settlement agreements to Qualifying Fibreboard Plaintiffs would exhaust the remaining principal balance in the Fibreboard settlement account).

On June 27, 2002, B&B filed a motion to amend the judgment, requesting that the Bankruptcy Court amend its June 20, 2002 Order to clarify the method of calculating the Investment Proceeds and the OC and Fibreboard Residual Balance, or, in the alternative, for a new trial. In the motion, B&B asserted that the Qualifying OC and Fibreboard Plaintiffs were entitled to the payment of interest from the dates they were to have received their second and third installments. The Debtors, the Unsecured Creditors’ Committee, the Future Claimants’ Representative and Plant each filed objections to B&B’s motion to amend the judgment.

On September 20, 2002, the Bankruptcy Court amended its Order of June 20, 2002 and ordered that the Investment Proceeds earned subsequent to June 20, 2002 and all interest and other earnings on the post-June 20, 2002 Investment Proceeds, should be allocated as follows: (i) the Investment Proceeds on the Qualifying OC and Fibreboard Balance should be allocated respectively to the Qualifying OC and Fibreboard Plaintiffs; and (ii) the Investment Proceeds on the OC and Fibreboard Residual Balance should be payable respectively

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to OCD and Fibreboard. The Bankruptcy Court further ordered that the Investment Proceeds, interest and other earnings on the Qualifying OC and Fibreboard Balance and the OC and Fibreboard Residual Balance earned prior to June 20, 2002, should be payable respectively to OCD and Fibreboard.

On October 2, 2002, B&B filed a notice of appeal of the Bankruptcy Court’s September 20, 2002 Order. The Future Claimants’ Representative and the Unsecured Creditors’ Committee also filed notices of appeal from the June 20 and September 20, 2002 Orders. The appeals have been consolidated and the parties proceeded under a briefing schedule established by the District Court, by Order dated December 23, 2002. The briefing of the issues is complete and the appeal is pending before the District Court. The Plan Proponents have expressed no opinion as to the outcome of the appeal. However, the Plan, together with the applicable Asbestos Personal Injury Trust documents, now provides for a resolution of issues concerning the Administrative Deposits and Investment Proceeds by which the Administrative Deposits and Investment Proceeds will be distributed by Depository Law Firms upon delivery of the appropriate releases.

9. Coordination Between the Debtors, the Committees and the Future Claimants’ Representative

Since their formation, the Committees and the Future Claimants’ Representative have consulted with the Debtors concerning the administration of the Chapter 11 Cases. The Debtors have kept the Committees and the Future Claimants’ Representative informed concerning their operations and have sought the concurrence of the Committees and the Future Claimants’ Representative for actions outside the ordinary course of business.

10. Implementation of Process for Resolution of Inter-Creditor Issues

Shortly after the Petition Date, the Debtors’ counsel began an extensive review of the facts and circumstances relating to certain potential inter-creditor issues (the “Inter-Creditor Issues”), including issues relating to the Guarantees (the “Subsidiary Guarantees”) entered into by the Subsidiary Guarantors under the 1997 Credit Agreement, which include a number of the Debtors and certain Non-Debtor Subsidiaries. (See Section V.G.3(c) of this Disclosure Statement for further discussion of the adversary proceedings filed in the Chapter 11 Cases to avoid and set aside or equitably subordinate the Claims of the Bank Holders under the Subsidiary Guarantees as fraudulent conveyances.) The Inter-Creditor Issues include any and all claims, objections, motions, contested matters, adversary proceedings or any other proceedings involving, related to or affecting issues of the amount, validity, enforceability or priority of Claims by the Bank Holders against any of the Debtors or any Non-Debtor Subsidiary (to the extent the Bankruptcy Court has jurisdiction to affect the Claims against Non-Debtor Subsidiaries) which is a Subsidiary Guarantor of the Debtors’ obligations to the Bank Holders, including without limitation: (a) any claims relating to substantive consolidation of the Debtors; (b) any claims relating to the validity, enforcement or priority of the Pre-petition Bonds; (c) any claims relating to the validity or enforceability of a License Agreement, dated as of October 1, 1991, by and between OCD and OCFT (as amended) and a License Agreement, dated as of April 27, 1999, by and between OCFT and Amerimark; (d) any claims regarding the amount, validity, enforceability or priority of the Subsidiary Guarantees; (e) any claims against any direct or indirect Subsidiary of OCD in respect of OCD’s asbestos liability; and (f) any claims as to the amount, validity, enforceability, priority or avoidability of any intercompany transfers.

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The Debtors’ counsel advised the various creditor constituencies that the manner of resolution of Inter-Creditor Issues could materially impact their respective recoveries. To assist the various creditor constituencies in their analysis of the Inter-Creditor Issues, the Debtors proposed a process by which the corporate and financial interrelationships between the Subsidiary Debtors and the Non-Debtor Subsidiaries could efficiently be reviewed. The Debtors’ goal was to inform the creditor constituencies about these issues in order to initiate negotiations and thus avoid a litigated resolution of the complex legal and factual issues, or in the event that a consensual resolution could not be reached, to provide an efficient manner for conducting factual discovery.

To facilitate a consensual resolution of the Chapter 11 Cases, in the spring of 2001, the Debtors voluntarily agreed to produce a documentary record that would aid in this review. During the period between July 2001 and October 2001, the Debtors produced a large volume of documents designed to be a compilation of relevant documents that would be useful in reviewing and investigating each Debtor or Subsidiary Guarantor’s corporate history, major creditor relationships, and significant cash and value transfers (the “Inter-Creditor Project”).

The Debtors established an information and document depository (the “Information Depository”) at the offices of Skadden, Arps, Slate, Meagher & Flom LLP in New York City. Over four hundred-fifty thousand pages of information and materials have been deposited in the Information Depository, available to be reviewed by those who entered into a confidentiality agreement with the Company (the “Participating Parties”), which confidentiality agreements were necessary to assure the protection of privileged and confidential material included in the production of documents to the Information Depository.

In addition to the Information Depository, the Debtors also created a secure, web-enabled database by which the Participating Parties were able to access the same documents and materials located in the Information Depository.

After the initial production of the Debtors’ documents and materials described above, the parties formalized the Inter-Creditor Project. On September 24, 2001, the Debtors proposed an “Inter-Creditor Stipulation and Order,” which the Bankruptcy Court adopted on such date after hearing from the various creditor constituencies. The Inter-Creditor Stipulation and Order delineated a schedule for additional discovery regarding the investigation of the Inter-Creditor Issues. The Inter-Creditor Stipulation and Order also directed the Debtors to provide a report to the Court at each omnibus hearing regarding the status of compliance with the Inter-Creditor Stipulation and Order.

Pursuant to the Inter-Creditor Stipulation and Order, on October 20, 2001, the Debtors and the Participating Parties exchanged written discovery requests. The Debtors searched for documents potentially relevant to such requests at the Company’s headquarters, at its off-site storage facility in Toledo, Ohio, at its off-site storage facility in Granville, Ohio, and at the offices of certain of the Debtors’ outside professionals. Debtors’ counsel responded to the request for documents.

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In addition to the Debtors’ production, in December, 2001, and January, 2002, the Participating Parties commenced document production in response to the requests received from the other Participating Parties.

In January and February, 2002, the Debtors and the Participating Parties met to discuss the results of their review and to share their views regarding the issues. The Debtors and other Participating Parties identified certain issues and entities for further investigation and resolution.

On February 19, 2002, the Pre-petition Agent under the 1997 Credit Agreement filed a statement (the “Statement”) regarding the resolution of Inter-Creditor Issues. The Statement requested the implementation of a process designed to result in the efficient resolution of questions relating to the value of the Subsidiary Guarantors.

On February 22, 2002, the Debtors filed a Status Report recommending that the Inter-Creditor Project proceed. More specifically, the Debtors proposed that they develop proposed factual stipulations and proffer them to the other Participating Parties pursuant to a specific schedule. Further, the Debtors urged the continuance of the monthly meetings with the Participating Parties and the presentation of status reports to the Court.

By Order dated March 18, 2002 (the “Inter-Creditor Issues Order”), the Bankruptcy Court established a schedule for addressing the resolution of Inter-Creditor Issues. The schedule established the dates on which the Debtors were to submit to the Participating Parties certain proposed factual stipulations, generally concerning corporate history and governance, management and business operations, the financial condition of the entities, and relationships with Affiliates, the dates on which the Participating Parties were to provide the Debtors with responses and comments to the proposed factual stipulations, and the dates of the circulation by the Debtors of a revised version of the proposed factual stipulations. At a hearing on June 20, 2002, the Bankruptcy Court authorized the filing of the stipulations under seal if the parties so desired.

In June 2002, Blue Ridge Investments LLC (“Blue Ridge”) moved, in part, to compel the Debtors to comply with the Inter-Creditor Stipulation and Order and the Inter-Creditor Issues Order and sought to be deemed a Participating Party. Following a hearing on Blue Ridge’s motion, the Debtors and Blue Ridge agreed to a consensual resolution of the motion, which was approved by the Court on August 26, 2002, whereby upon executing a confidentiality agreement, Blue Ridge was granted full access to the Information Depository and was also entitled to receive and comment on the proposed Stipulations of Fact concerning Integrex. Blue Ridge was also entitled to receipt of the final stipulations of fact concerning OCFT, OCD, IPM and Fibreboard.

In response to the Inter-Creditor Issues Order, the Debtors submitted their proposed factual stipulations with respect to OCFT, IPM, OCD, Integrex and Fibreboard to the Participating Parties; the Participating Parties responded and commented on the proposed factual stipulations and the Debtors circulated revised versions of each of the proposed factual stipulations.

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Pursuant to the Inter-Creditor Issues Order, with certain modified deadlines, the Debtors filed, under seal, the following Final Stipulations:

(1) On November 21, 2002, the Debtors filed, under seal, Stipulations and Objections to Proposed Stipulations of Fact Concerning OC, and Document Summaries.

(2) On November 21, 2002, the Debtors filed, under seal, Stipulations and Objections to Proposed Stipulations of Fact Concerning Integrex, and Document Summaries.

(3) On December 18, 2002, the Debtors filed, under seal, Stipulations and Objections to Proposed Stipulations of Fact Concerning IPM, Inc., and Document Summaries.

(4) On January 7, 2003, the Debtors filed, under seal, Stipulations and Objections to Proposed Stipulations of Fact Concerning Fibreboard Corporation.

(5) On January 16, 2003, the Debtors filed, under seal, Stipulations and Objections to Proposed Stipulations of Fact Concerning OCFT, and Document Summaries.

At the omnibus hearing on January 27, 2003, the Debtors’ counsel advised the Court that, as a result of the Inter-Creditor Project, approximately 4,500 proposed stipulations had been filed with the Court.

11. Consolidation of Five Asbestos Bankruptcy Cases Before Judge Wolin, Subsequent Recusal of Judge Wolin, Deconsolidation of the Five Asbestos Bankruptcy Cases, and the Appointment of Judge Fullam

(a) Asbestos-Related Chapter 11 Cases in Delaware

On November 27, 2001, five asbestos-related Chapter 11 cases pending in the District of Delaware (the Chapter 11 Cases of the Debtors and the cases of Armstrong World Industries, Inc. (“Armstrong”), W.R. Grace & Co. (“Grace”), Federal-Mogul Global, Inc. (“Federal-Mogul”), and USG Corporation (“USG”)) were ordered transferred from the Bankruptcy Court to the United States District Court for the District of Delaware and were assigned to the Honorable Alfred M. Wolin of the United States District Court for the District of New Jersey (sitting by designation) to facilitate development and implementation of a coordinated plan for management of the cases.

On December 10, 2001, the District Court entered an order referring these Chapter 11 Cases back to the Bankruptcy Court for resolution, subject to the District Court’s ongoing right to withdraw such referral with respect to any proceedings or issues.

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The case issues were allocated between the District Court and the Bankruptcy Court as follows:

District Court: Future and present asbestos claims, valuation and litigation analysis (if the parties were unable to consensually resolve them in an agreed-upon time frame); co-defendant asbestos issues; Section 524(g) trust and trust distribution provisions; asbestos automatic stay matters; and asbestos bar date matters.

Bankruptcy Court: Inter-Creditor Issues; retention, fee application, employee, environmental, cash management, tax, executory contract and lease matters, avoidance actions, utilities, asset acquisitions and dispositions, business operational matters, bank claims and litigation, intellectual property and licenses, non-asbestos automatic stay and claims matters, settlements of bonded asbestos appeals, and NSP settlement escrow issues.

(b) Withdrawal of the Reference

On December 23, 2002, Judge Wolin signed an order (the “Case Management Order”) withdrawing the reference with respect to the adversary proceeding captioned Owens Corning, et al. v. Credit Suisse First Boston, et al., No. 02-5829 (the “Bank Holders Action”, also referred to by Judge Wolin as the “Bank Guarantee Adversary”) and the Debtors’ Motion for Approval of Substantive Consolidation as Part of Proposed Chapter 11 Plan of Reorganization (the “Substantive Consolidation Motion”), which was filed on January 17, 2003. Under the Case Management Order, the Honorable Judith K. Fitzgerald was appointed settlement judge for the two matters for which the reference was withdrawn. Professor Francis McGovern was appointed mediator for those same matters and the parties were directed to appear for mediation. In addition, the Court appointed William A. Drier, Esquire, as Special Master for limited purposes related to discovery.

(i) Substantive Consolidation

The Court scheduled a hearing on the Substantive Consolidation Motion, as part of the proceedings concerning confirmation of the pending version of the plan of reorganization. The proceedings began on April 8, 2003, and concluded on May 2, 2003. The hearing on the Substantive Consolidation Motion was for the purpose of taking evidence regarding the positions of the Debtors, the Asbestos Claimants’ Committee, the Future Claimants’ Representative, the Unsecured Creditors’ Committee, the Official Representatives, and CSFB with respect to the Bank Holders’ opposition to the substantive consolidation provisions of the pending plan. Before issuing a decision, Judge Wolin recused himself from the Chapter 11 Cases. See Section V.F.11(e). On October 15, 2004, following a review of the transcripts and exhibits from the substantive consolidation proceedings before Judge Wolin, a review of post-hearing briefs, and oral argument, Judge Fullam issued the Substantive Consolidation Order granting the Substantive Consolidation Motion. On August 15, 2005, the Third Circuit reversed the Substantive Consolidation Order. Petitions for rehearing were denied by the Third Circuit on September 28, 2005. On or about December 16, 2005, the Official Representatives filed an Application to Extend Time to file the Petition for Writ of Certiorari, which was granted by the Supreme Court of the United States. On December 23, 2005, the

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Future Claimants’ Representative filed a Petition for Writ of Certiorari with the Supreme Court. On January 26, 2006, the Official Representatives also filed a Petition for Writ of Certiorari with the Supreme Court. The response to the petitions were filed on March 29, 2006. On May 1, 2006, the petitions for writ of certiorari were denied by the Supreme Court.

(ii) Bank Holders Action

A hearing on the Bank Holders Action was scheduled to commence in April 2003, but was subsequently postponed. The Bank Holders Action was to include the taking of evidence regarding the positions of the parties on the validity, extent and value of the Subsidiary Guarantees for the purpose of determining any benefits and harms resulting from the substantive consolidation provisions of the Plan. No hearing has been scheduled on this matter as of the date of this Disclosure Statement. Under the Plan, effective as of the Confirmation Date, but subject to the occurrence of the Effective Date, the Bank Holders Action would be dismissed with prejudice.

(c) The Appointment of Consultants

By order dated December 28, 2001 (the “Consultants Order”), the District Court ordered that William A. Drier, Esq., David R. Gross, Esq., C. Judson Hamlin, Esq., John E. Keefe, Esq., and Professor Francis E. McGovern be designated as court appointed consultants (the “Court Appointed Consultants”) to advise the District Court and to undertake, in connection with the Chapter 11 Cases of the Debtors and the cases of Armstrong World Industries, Inc., W.R. Grace & Co., Federal-Mogul Global, Inc., and USG Corporation, such responsibilities, including by way of example and not limitation, mediation of disputes, holding case management conferences, and consultation with counsel, as the District Court may delegate to them individually. The Consultants Order also provided that the District Court could, without further notice, appoint any of the Court-Appointed Consultants to act as a special master (“Special Master”) to hear any disputed matter and to make a report and recommendation to the District Court on the disposition of such matter. By the same Order, the District Court ordered that the fees of the Court Appointed Consultants and Special Masters are to be borne by the Debtors in such manner and apportionment as the District Court or the bankruptcy court of each respective case may direct.

During the recusal proceedings, discussed below, the impartiality of certain of the Court Appointed Consultants was challenged based on their involvement in the Chapter 11 case of G-I Holdings, Inc. The Court Appointed Consultants as a group became functionally obsolete after May 2002, although Judge Wolin did not dismiss the Court Appointed Consultants by formal order.

(d) The Appointment of a Mediator

Consistent with the terms and purpose of the Consultants Order, on June 17, 2002, the Debtors filed a motion seeking an order appointing Professor Francis E. McGovern as mediator (“Mediator”) nunc pro tunc to May 1, 2002, and directing the Mediator to report periodically to the District Court and Bankruptcy Court during the pendency of the Chapter 11 Cases on the status of the mediation process between the Committees. The Bankruptcy Court appointed Professor McGovern as Mediator, effective May 1, 2002, and

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ordered that the Mediator report periodically to the District Court and/or the Bankruptcy Court (as may be determined by the circumstances or by future orders of either court) on the status of the negotiations between the parties. The Bankruptcy Court further ordered that the Mediator not serve as Special Master to hear disputed matters and report to the Bankruptcy Court or the District Court on any matters on which he previously served as mediator, or on any matter materially related thereto, and not serve as Mediator on any disputed matter on which he previously heard and reported to the Bankruptcy Court or the District Court as a Special Master, or on any matter materially related thereto.

Pursuant to Judge Wolin’s December 23, 2002 Order directing mediation, the Debtors, the Bank Holders, the Official Representatives, the Unsecured Creditors’ Committee, the Asbestos Claimants’ Committee and the Future Claimants’ Representative reported for mediation.

On June 16, 2004, the Debtors filed a certification of counsel, together with a stipulation and order (the “Stipulation”) terminating the services of the Mediator, effective June 30, 2004 on the basis that the Mediator’s duties had been fulfilled in the Chapter 11 Cases, with the exception of the mediation of property damage claims. On June 25, 2004, Kensington International Limited and Springfield Associates LLC, and Angelo Gordon & Co., on behalf of certain managed funds and accounts, filed a statement with respect to the Stipulation, but did not object to the termination of Professor McGovern.

(e) Proceedings Leading to the Recusal of Judge Wolin

On or about October 10, 2003, Kensington International Limited (“Kensington”) and Springfield Associates, LLC (“Springfield”) (collectively, the “Petitioning Bank Holders”), two assignees of lenders under OC’s 1997 Credit Agreement, filed a motion to recuse Judge Wolin from further participation in the Chapter 11 Cases. On October 28, 2003, the Petitioning Bank Holders filed a Petition for Writ of Mandamus with the Third Circuit, seeking an order from the Third Circuit compelling Judge Wolin to recuse himself. Motions for recusal and petitions for mandamus were also filed by various parties in Grace and USG. The Third Circuit stayed all proceedings before Judge Wolin, which stay remained in effect until the conclusion of the recusal proceedings. The Plan Proponents and other parties in the Chapter 11 Cases, as well as various parties in Grace and USG, opposed the petitions. On December 18, 2003, after briefing and argument, the Third Circuit issued an opinion sending the matters back to Judge Wolin for expedited discovery, briefing, argument and decision. On February 2, 2004, Judge Wolin denied the various motions seeking his recusal.

After further briefing and argument, on May 17, 2004, the Third Circuit entered an order requiring Judge Wolin to recuse himself from further participation in the Chapter 11 Cases, Grace and USG, and vacated the stay of proceedings in the District Court.

(f) Designation and Assignment of Judge Fullam

Following the recusal of Judge Wolin, on May 27, 2004, the Third Circuit designated and assigned Judge John P. Fullam of the United States District Court for the Eastern District of Pennsylvania to the Chapter 11 Cases. The Third Circuit designated and assigned other judges to preside over the other asbestos bankruptcy cases that had previously been consolidated under the terms of the administrative consolidation before Judge Wolin, effectively terminating the consolidation.

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12. Extension of Exclusive Right to File and Confirm a Plan

Section 1121(b) of the Bankruptcy Code provides for an initial 120-day period after the Petition Date within which the Debtors have the exclusive right to file a plan of reorganization in their cases (the “Exclusive Period”). Section 1121(c) of the Bankruptcy Code further provides for an initial 180-day period after the Petition Date within which the Debtors have the exclusive right to solicit and obtain acceptances of a plan filed by the Debtors during the Exclusive Period (the “Solicitation Period,” and together with the Exclusive Period, the “Exclusive Periods”). Pursuant to the provisions of Section 1121 of the Bankruptcy Code, the Debtors’ Exclusive Period expired on February 2, 2001, and the Solicitation Period expired on April 3, 2001.

By motions filed with the Bankruptcy Court, the Debtors have requested multiple extensions of the Exclusive Periods. The Debtors requested such extensions in light of the unique procedural posture of these cases and to afford the Debtors additional time to develop, negotiate and propose a plan of reorganization. In certain instances, certain creditor groups lodged limited objections and/or responses to the Debtors’ request for extensions.

On December 23, 2002 Judge Wolin issued an Order partially withdrawing the reference and directed the Debtors to file their plan of reorganization on or before January 17, 2003. On January 17, 2003, the Debtors, together with the Asbestos Claimants’ Committee and the Future Claimants’ Representative, filed a plan within the Exclusive Period. On March 7, 2003, the Debtors filed a motion seeking extension of the Solicitation Period through September 30, 2003. By Order dated May 12, 2003, the Court extended the Solicitation Period to November 30, 2003. On March 13, 2003, the Debtors filed a motion seeking an extension from March 14, 2003, until March 31, 2003, to file their proposed disclosure statement. By Order dated April 22, 2003, the Court further extended until March 31, 2003 the Debtors’ time to file their disclosure statement. The proposed disclosure statement was filed on March 28, 2003. Several hearings on the disclosure statement were held from June, 2003 through November 2003. On December 2, 2003, the Bankruptcy Court entered an Order approving the disclosure statement, subject in part to “the issuance of an order by the District Court, or such other court with appropriate jurisdiction after notice, that the Disclosure Statement shall be circulated for voting ….” Due to a series of events, including the issuance of a stay by the Third Circuit during the Recusal Proceedings, the litigation in the District Court regarding substantive consolidation and the subsequent appeal of the Substantive Consolidation Order, and asbestos claims estimation litigation, the previous disclosure statement and plan were not circulated for voting.

On September 29, 2005, the Debtors filed a request for an extension of the Exclusive Periods through and including January 31, 2006, without prejudice to the Debtors’ right to seek further extensions. CSFB, as Agent, filed a limited objection to the motion and certain bondholders filed a response. By Order dated November 14, 2005, the Court extended the Exclusive Periods through and including January 31, 2006, without prejudice to (i) the Debtors’ right to seek further extensions of the Exclusive Periods and (ii) the right of parties-in-interest to seek to terminate or modify the Exclusive Periods.

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On December 31, 2005, the Debtors filed a request for a further extension of the Exclusive Periods, without prejudice to the Debtors’ right to seek further extensions. Objections to this motion were filed by the Official Representatives, the Ad Hoc Bondholders Committee and the Ad Hoc Equity Holders’ Committee. A hearing was held on January 30, 2006, and by order entered on February 13, 2006, the Court extended the Exclusive Periods through and including July 31, 2006, without prejudice to (i) the Debtors’ right to seek further extensions of the Exclusive Periods and (ii) the right of parties-in-interest to seek to terminate or modify the Exclusive Periods. On February 23, 2006, the Ad Hoc Equity Holders’ Committee filed an appeal of the order extending the Exclusive Periods. The appeal was docketed in the District Court on March 17, 2006 and had been fully briefed. In accordance with the Settlement Term Sheet, on May 18, 2006, a stipulation was filed by the parties requesting the dismissal of this appeal. On May 24, 2006 the Court approved the stipulation dismissing the appeal.

On June 19, 2006, the Debtors filed a request for a further extension of the Exclusive Periods, without prejudice to the Debtors’ right to seek further extensions. A hearing on the motion is scheduled for July 24, 2006.

13. Extension of Time to Remove Actions

The Debtors are parties to numerous judicial and administrative proceedings currently pending in multiple forums throughout the country (collectively, the “Actions”). The Actions involve a wide variety of claims. Pursuant to 28 U.S.C. § 1452 and Bankruptcy Rule 9027(a)(2), the Bankruptcy Court has entered orders extending the time period within which the Debtors may review Actions and determine whether to remove them to the District Court or the Bankruptcy Court. The date by which the Debtors must file notices of removal under Bankruptcy Rule 9027(a)(2)(A) has been extended through and including the later of (a) thirty (30) days after confirmation of a plan of reorganization, or (b) thirty (30) days after the entry of an order terminating the automatic stay with respect to the particular action sought to be removed.

14. Summary of Claims Process and Bar Dates

(a) Schedules and Statements of Financial Affairs

As part of their first day motions, the Debtors filed a motion requesting additional time to file their SOFAS. Such motion was granted by Order of the Bankruptcy Court dated October 6, 2000, and the Debtors were granted an extension until November 24, 2000. On November 22, 2000, the Debtors filed separate SOFAS for OCD and each of the 17 Subsidiary Debtors. Among other things, the SOFAS set forth the Claims of known creditors against each of the Debtors as of the Petition Date, based upon the Debtors’ books and records.

On November 20, 2001, the Debtors filed Amended and Restated Schedules of Assets and Liabilities (the “Amended Schedules”) for OCD and each of the 17 Subsidiary Debtors. The Amended Schedules amended and wholly superseded the Schedules filed by the Debtors in November 2000. Revisions to the Amended Schedules were filed on January 30, 2002 for certain of the Debtors.

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Exclusive of asbestos-related personal injury and wrongful death claims, the total amount of liabilities listed in the Debtors’ Amended Schedules was approximately $8,470 million, consisting of $1,460 million of pre-petition bank debt; $1,338 million of pre-petition bond debt; $190 million of pre-petition trade debt; $10 million of pre-petition tax debt; and $5,270 million in pre-petition intercompany debt and $212 million in other pre-petition debt.

(b) General Claims Bar Date and Proofs of Claim

The Bankruptcy Court set April 15, 2002 as the last date by which holders of certain pre-petition Claims against the Debtors were required to file Proofs of Claim (the “General Bar Date”). The General Bar Date did not apply to certain claims, including intercompany claims, Asbestos Personal Injury Claims other than OC Indirect Asbestos PI Trust Claims and FB Indirect Asbestos PI Trust Claims. Pursuant to Order of the Bankruptcy Court dated November 27, 2001, any holder of a Claim that was required to but failed to file a Claim on or before the General Bar Date was barred from asserting such Claim against any of the Debtors and will not participate in any distribution in the chapter 11 Cases on account of such Claim.

Pursuant to notice procedures approved by the Bankruptcy Court, the Debtors sent approximately 204,000 Proof of Claim forms and notices of the General Bar Date to known claimants and their attorneys, and published notice of the General Bar Date twice in the national and (if applicable) international editions of The New York Times, The Wall Street Journal and USA Today; once in approximately 250 regional or local newspapers in the areas in which the Debtors had significant business operations at the time of publication; and once in approximately 35 trade publications in the primary lines of business in which the Debtors operate or formerly operated.

In response to the General Bar Date, approximately 25,000 Proofs of Claim, including late-filed claims, were filed with the Claims Agent and/or Bankruptcy Court, asserting approximately $16.6 billion of aggregate liabilities. The Debtors are investigating these claims to determine their validity. As to the obligations under the 1997 Credit Agreement, the claim total reflects only a single claim (in the amount of approximately $1.6 billion) although the holders have asserted this claim against Owens Corning and each of six other Debtors that issued a guarantee with respect to the 1997 Credit Agreement.

As of March 31, 2006, the Debtors had identified approximately 15,600 claims, asserting approximately $8.6 billion of aggregate liabilities, which they believed should be disallowed by the Bankruptcy Court, primarily because such claims appear to be duplicate or amended claims or claims that are not related to any of the Debtors’ cases (the “Currently Disputed Claims”). Owens Corning has filed omnibus objections to certain of these Currently Disputed Claims and likely will file additional objections. As of March 31, 2006 approximately 12,800 of the Currently Disputed Claims totaling approximately $5.9 billion had either been disallowed by the Bankruptcy Court or withdrawn by the claimants. In addition,

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other Currently Disputed Claims had been voluntarily reduced by the claimants by approximately $1.8 billion. While the Bankruptcy Court will ultimately determine liability amounts, if any, that will be allowed as part of these Chapter 11 Cases, the Debtors believe that all or substantially all of these claims will be disallowed.

As of the date of the filing of this Disclosure Statement, the Debtors have filed forty-three omnibus claim objections, as well as individual objections to various other specific proofs of claim.

In addition to the Currently Disputed Claims described above, the remaining Proofs of Claim included approximately 9,400 claims, totaling approximately $8.0 billion. As of March 31, 2006 approximately 1,600 of the remaining claims totaling approximately $0.5 billion had either been withdrawn by the claimants, disallowed by the Bankruptcy Court, or otherwise resolved, and other such claims had been reduced by the claimants by approximately $0.3 billion. The remaining claims consisted of:

• Approximately 2,900 OC Indirect Asbestos PI Trust Claims and FB Indirect Asbestos PI Trust Claims, totaling approximately $1.4 billion of asserted liabilities.

• Approximately 100 OC Asbestos Property Damage Claims, OC Indirect Asbestos Property Damage Claims, FB Asbestos Property Damage Claims and FB Indirect Asbestos Property Damage Claims. Based upon their historic experience with respect to asbestos-related property damage claims, the Debtors do not anticipate significant liability from such claims. See discussion, below.

• Approximately 4,800 claims, totaling approximately $5.2 billion, alleging rights to payment for financial, environmental, trade and other matters (the “General Claims”). The Company has previously recorded approximately $3.5 billion in liabilities for these claims. The General Claims with the largest variance from the recorded amounts are: claims by the United States Department of Treasury, totaling approximately $534 million, in connection with taxes; a contingent claim for approximately $458 million by the Pension Benefit Guaranty Corporation (the “PBGC”); claims for contract rejections, totaling approximately $95 million, of which approximately $28 million are protective claims covering contracts which have not yet been rejected by the Debtors; a $275 million class action claim involving alleged problems with a specialty roofing product, which claim the Debtors do not believe is meritorious based upon their historic experience with servicing their warranty program for such product; and environmental claims, totaling approximately $109 million.

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As indicated, the above-cited date reflects claim status as of March 31, 2006. See Appendix E-1, for claims data as of May 24, 2006.

(c) Asbestos Property Damage Claims

Holders of OC Asbestos Property Damage Claims were required to file Proofs of Claim by the April 15, 2002 General Bar Date. OCD received over 300 property damage Proofs of Claim. Of these, approximately 65 claims asserted aggregate damages of approximately $730 million, including the claim of the State of Louisiana in the amount of $582 million. The remaining claims did not provide a claimed amount and provided almost no documentation to support their claim or to allow the Debtors to estimate the value of their claim. On January 7, 2003, the Debtors filed a motion for an order establishing case management procedures for asbestos-related property damage claims requesting that property damage claimants be required to provide the Debtors with basic supporting evidence to enable the Debtors to value their claims. On March 31, 2003, the Bankruptcy Court entered an Order Establishing Case Management Procedures for Asbestos-Related Property Damage Claims (the “Asbestos-Related Property Damage Case Management Order”) which required, in part, that each holder of an OC Asbestos Property Damage Claim provide the Debtors with certain supporting evidence within 120 days of the date of the Order to enable the Debtors to value their claims. Many OC Asbestos Property Damage claimants failed to respond to the Asbestos-Related Property Damage Case Management Order. Following the dismissals of those claims by the Bankruptcy Court, as well as voluntary withdrawals of numerous other OC Asbestos Property Damage Claims, approximately 35 claims remained against OCD.

On July 8, 2005, the Bankruptcy Court dismissed the OC Asbestos Property Damage Claim of the State of North Dakota on the grounds that it was barred by a North Dakota statute that required all State of North Dakota asbestos property damage claims to be brought by August 1, 1997. Since North Dakota’s claims against Owens Corning were not brought until 2002, the Bankruptcy Court ruled that the claim was untimely. Claimant North Dakota appealed that order, which was affirmed by the District Court (Fullam, J.) on October 11, 2005. North Dakota filed a Notice of Appeal to the Third Circuit. Prior to the Third Circuit’s issuance of a briefing schedule, the parties reached a settlement. By the settlement, Fibreboard settled the property damage claim against it for $84,000, to be paid entirely by Fibreboard’s insurer within 60 days after entry of an order approving the proposed settlement; North Dakota released Fibreboard from all claims resolved under the Settlement; and North Dakota was allowed an unsecured claim against OC for $40,000. The Debtors filed a motion in the Bankruptcy Court seeking an order approving the compromise of the property damage claims. On April 4, 2006, the Bankruptcy Court entered an order approving the settlement motion.

On September 29, 2005, the Bankruptcy Court entered the Revised Order Establishing Case Management Procedures For Asbestos-Related Property Damage Claims (the “Revised Order Establishing Case Management Procedures For Asbestos-Related Property Damage Claims”) which, in part, set deadlines for the production of supporting information by the remaining parties asserting OC Asbestos Property Damage Claims.

As a result of dismissals, reduced claim amounts, voluntary withdrawals and 20 settlements in principle for an aggregate value of $100,000, there are as of

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the date of this Disclosure Statement approximately four remaining OC Asbestos Property Damage Claims with a claimed value of $79.6 million. There also remain approximately 18 OC Indirect Asbestos Property Damage Claims with a claimed value of approximately $4 million. Prior to the Petition Date, OCD had six pending property damage claims, four of which had been dormant for several years, and had resolved 93% of all property damage claims against it for $0 per claim. The Debtors also note that in other asbestos bankruptcies in which hundreds of property damage claims were filed, such claims were resolved for substantially less than the claimed amounts. For example, Eagle-Picher Industries received 1,000 property damage proofs of claim asserting $11.5 billion and its plan of reorganization provided only $3 million to resolve such claims. More recently, Armstrong settled 360 property damage claims (four of which alone asserted claims in excess of $200 million), for $2 million. Given the lack of information, the remaining OC Asbestos Property Damage Claims at this time, the Debtors cannot estimate the likely amount of Allowed OC Asbestos Property Damage Claims with certainty, but believe that such claims will likely be allowed in the aggregate range between $5 million and $10 million. This estimated amount may be revised based on Debtors’ analysis of the information provided pursuant to the Revised Order Establishing Case Management Procedures for Asbestos-Related Property Damage Claims.

Holders of FB Asbestos Property Damage Claims were required to file Proofs of Claim by the General Bar Date. Fibreboard received over 275 property damage Proofs of Claim, 26 of which collectively asserted damages in excess of $592 million. The Bankruptcy Court dismissed 11 of these claims after the Debtors filed objections. The remaining claims did not state a claimed amount and provided almost no documentation to support their claim or to enable Fibreboard to estimate the value of their claims. The Debtors filed a motion for a case management order requesting that property damage claimants be required to provide the Debtors with basic supporting evidence to enable the Debtors to value their claims. On March 31, 2003, the Court entered Asbestos-Related Property Damage Case Management Order which required, in part, that each holder of an FB Asbestos Property Damage Claim provide the Debtors with certain supporting evidence within 120 days of the date of the Order to enable the Debtors to value their claims. Many FB Asbestos Property Damage claimants failed to respond to the Asbestos-Related Property Damage Case Management Order. Following the dismissals of those claims by the Bankruptcy Court, as well as voluntary withdrawals of numerous other FB Property Damage Claims, approximately 30 claims remained against Fibreboard.

On July 8, 2005, the Bankruptcy Court dismissed the FB Asbestos Property Damage Claim of the State of North Dakota on the grounds that it was barred by a North Dakota statute that required all State of North Dakota asbestos property damage claims to be brought by August 1, 1997. Since North Dakota’s claims against Fibreboard was not brought until 2002, the Bankruptcy Court ruled that the claim was untimely. Claimant North Dakota appealed that order, which was affirmed by the United States District Court for the Eastern District of Pennsylvania (Fullam, J.) on October 11, 2005. North Dakota filed a Notice of Appeal to the United States Court of Appeal for the Third Circuit. As described above, prior to the Third Circuit’s issuance of a briefing schedule, the parties reached a settlement.

On September 29, 2005, the Bankruptcy Court entered the Revised Order Establishing Case Management Procedures For Asbestos-Related Property Damage Claims (the “Revised Order Establishing Case Management Procedures For Asbestos-Related

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Property Damage Claims”) which, in part, set deadlines for the production of supporting information by the remaining parties asserting FB Asbestos Property Damage Claims.

As a result of dismissals, reduced claim amounts, voluntary withdrawals and 22 settlements in principle for an aggregate value of $105,000, there are as of the date of this Disclosure Statement approximately two remaining FB Asbestos Property Damage Claims with a claimed value of approximately $3.3 million. There also remain approximately 18 FB Indirect Asbestos Property Damage Claims with a claimed value of approximately $4.2 million. As of the Petition Date, only six property damage claims were pending against Fibreboard, four of which had been dormant for more than five years. Prior to the Petition Date, Fibreboard had resolved 92% of all property damage claims against it for $0 per claim. Fibreboard also notes that in other asbestos bankruptcies in which hundreds of property damage claims were filed, such claims were resolved for substantially less than the claimed amounts. For example, Eagle-Picher Industries received 1,000 property damage proofs of claim asserting $11.5 billion and its plan of reorganization provided only $3 million to resolve such claims. More recently, Armstrong World Industries settled 360 property damage claims (four of which alone asserted claims in excess of $200 million), for $2 million. Of these settled claims, 144 were also asserted against Fibreboard. Given the lack of information on the remaining FB Asbestos Property Damage Claims and Allowed FB Indirect Asbestos Property Damage Claims at this time, the Debtors cannot estimate the likely amount of Allowed FB Asbestos Property Damage Claims and FB Indirect Asbestos Property Damage Claims with certainty, but believe that such claims will likely be allowed in the aggregate range between $1 million and $3 million. This estimated amount may be revised based on Debtors’ analysis of the information provided pursuant to the Revised Order Establishing Case Management Procedures for Asbestos-Related Property Damage Claims.

(d) Asbestos Personal Injury Claims Bar Date and Proofs of Claim

As indicated above, the General Bar Date did not apply to asbestos-related personal injury and asbestos-related wrongful death claims, although it did apply to asbestos property damage claims, OC Indirect Asbestos PI Trust Claims and FB Indirect Asbestos PI Trust Claims. A bar date for filing Proofs of Claim against the Debtors with respect to these types of Claims has not been set. Despite this, approximately 3,300 Proofs of Claim in addition to the Claims described above, totaling approximately $2.6 billion, were filed in response to the General Bar Date on account of asserted asbestos-related personal injury and asbestos-related wrongful death claims.

On April 11, 2003, the Unsecured Creditors’ Committee filed a Motion for Order Establishing a Bar Date for Filing Proofs of Claim for Asbestos Claims (“Asbestos Bar Date Motion”), requesting an order establishing a bar date for Asbestos Personal Injury Claims. By Order dated April 25, 2003, Judge Wolin withdrew the reference with regard to the Asbestos Bar Date Motion. The proceedings with regard to the Motion were also stayed pending further Order of the District Court before responses were due. This matter was stayed when the Third Circuit issued an Order staying actions by the District Court during the pendency of the recusal proceedings. Following the designation and assignment of Judge Fullam, on July 27, 2004, CSFB filed a Joinder and Supplement to the Bar Date Motion and the Plan Proponents filed an Opposition.

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In the Bar Date Motion and Joinder and Supplement, the supporters of the Bar Date Motion asserted that the Debtors should implement procedures requiring holders of Asbestos Personal Injury Claims to provide evidence with respect to the claims in the manner in which holders of OC Asbestos Property Damage Claims are required to file claims and provide evidence. The Plan Proponents asserted that there were valid reasons for the different approaches to these claims including the fact that prior to the Petition Date, OC had only six property damage claims, four of which had been dormant for over five years, while it faced hundreds of thousands of pending and future Asbestos Personal Injury Claims. In addition, the Plan Proponents noted that the OC Asbestos Property Damage Claims will not be channeled to a trust and will receive distributions as Class A6-A Claims. In order to resolve these claims and reduce reserves needed to be maintained for Disputed Claims, the Debtors commenced the process of analyzing the OC Asbestos Property Damage Claims as part of the claims review and objection process. Because the determination of Asbestos Personal Injury Claims will be governed by the Asbestos Personal Injury Trust Distribution Procedures after confirmation, as required by Section 524(g), the Plan Proponents contend that there is no valid reason for the Debtors to supplant the function of the Asbestos Personal Injury Trust Distribution Procedures.

On August 2, 2004, CSFB filed a motion seeking to withdraw the reference of the Chapter 11 Cases and to refer to the Bankruptcy Court only specified matters. The Debtors, the Future Claimants’ Representative and the Asbestos Claimants’ Committee filed oppositions to this motion. On August 19, 2004, the District Court (Fullam, J.) heard argument on CSFB’s motion to withdraw the reference. On August 19, 2004, the District Court entered an order withdrawing the reference only with respect to the asbestos valuation process, including discovery and scheduling issues. That same day, the District Court entered a scheduling order for the claims estimation hearing which stated that data previously available including Debtors’ claim history, its experience in other cases, viewed in light of the expert testimony at the scheduled hearing “should probably suffice” for claims estimation purposes. The Order by the District Court added that if it determined that additional information was needed, it would reconsider its Order. No such reconsideration was sought. A hearing on estimation commenced on January 13, 2005. The District Court issued an Order in the claims estimation hearing on March 31, 2005 without revisiting whether additional information was required. Thus, the issuance of a decision without reconsideration of its earlier ruling in effect denied the Asbestos Bar Date Motion.

(e) Claim Summaries

The Debtors have recorded liability amounts for those claims that can be reasonably estimated and which they believe are probable of being allowed by the Bankruptcy Court. At this time, it is impossible to reasonably estimate the value of all the claims that will ultimately be allowed by the Bankruptcy Court, due to the uncertainties of the Chapter 11 process, the in-progress state of the Debtors’ investigation of submitted claims, and the lack of documentation submitted in support of many claims. The Debtors continue to evaluate claims filed in the Chapter 11 Cases and will make such adjustments as may be appropriate.

Although the Debtors’ review of all Claims filed is anticipated to be completed after the Confirmation Date, based on their analysis of the Claims thus far, the Debtors have estimated the Claims that are likely to become Allowed Claims. Such estimates

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have been prepared on a Debtor-by-Debtor and Class-by-Class basis and are attached hereto as -Appendix E-1. As further described in Appendix E-1, the Debtors’ assignment of Claims as the obligations of specific Debtors has been undertaken in light of the Third Circuit’s reversal of the District Court’s Substantive Consolidation Order, described in Section V.F.11(b)(i). The assignment has been made based upon the Debtors’ books and records and the Debtors’ review of the Claims. Nothing contained in Appendix E-1 is intended to restrict or otherwise affect any creditor’s right to contest any objection by the Debtors to any Claim, including without limitation any objection seeking to have one or more Claims determined to be Allowed against a Debtor which is additional or different than the Debtor to which the Debtors have assigned the Claim.

In addition to Claim amounts discussed above, the Amended Schedules reflected approximately $5,270 million of pre-petition intercompany indebtedness owed by Debtors as of the Petition Date. This intercompany indebtedness is set forth on Appendix E-2 hereto. No bar date has been set for intercompany indebtedness and the Debtor, reserve the right to revise these amounts and/or amend their SOFAs. Moreover, the amounts set forth on Appendix E-2 may be revised on account of pre-petition intercompany indebtedness owed by Debtors for allocations of overhead or expenses, including without limitation, management cost and taxes, among the Debtors.

NOTWITHSTANDING THE DEBTORS’ ESTIMATES, THE ACTUAL AMOUNT OF CLAIMS AGAINST THE DEBTORS THAT ULTIMATELY BECOME ALLOWED CLAIMS WITH RESPECT TO ANY DEBTOR OR ANY CLASS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON APPENDIX E-1 AND/OR E-2, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN AS ESTIMATED IN THIS DISCLOSURE STATEMENT.

15. Plant Insulation Company Motion to Appoint Examiner

On September 28, 2001, Plant filed a motion (the “Plant Motion”) under Section 1104(c)(2) of the Bankruptcy Code for an order appointing a disinterested examiner to conduct an examination of Fibreboard, including an investigation as to whether Fibreboard assets were diverted to pay OCD debts. Plant alleged that funds which were purportedly set aside for payment of Fibreboard’s asbestos liability had been diverted to pay for certain liability of OCD, or, that when OCD and Fibreboard entered into various joint settlements for liability, disproportionate liability was assessed to Fibreboard. Plant argued that the appointment of an examiner was mandatory pursuant to Section 1104(c)(2) of the Bankruptcy Code, which provides, in part, that “on request of a party in interest…the court shall order the appointment of an examiner to conduct…an investigation of the debtor as is appropriate…if…the debtor’s fixed, liquidated, unsecured debts, other than debts for goods, services, or taxes, or owing to an insider, exceed $5,000,000.” Plant argued that an examiner should be appointed because Fibreboard’s fixed, liquidated, unsecured asbestos debts exceeded $5 million and because there was allegedly reason to believe that assets of the Fibreboard Insurance Settlement Trust had been diverted to help pay OCD’s asbestos debts.

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The Plant Motion was opposed by the Debtors, the Future Claimants’ Representative, the Unsecured Creditors’ Committee and the Asbestos Claimants’ Committee, all of which filed an objection and/or response to the Plant Motion. A fundamental dispute between Plant and the responding parties was whether Section 1104(c)(2) of the Bankruptcy Code is a mandatory provision which allegedly requires the Bankruptcy Court to appoint an examiner if the $5 million debt threshold is satisfied, or whether the Court retains discretion to deny a request for the appointment of an examiner under these circumstances. The United States Trustee also filed a response to the Plant Motion, stating its position that if the $5 million debt threshold of Section 1104(c)(2) of the Bankruptcy Code is satisfied, the appointment of an examiner is mandatory.

Following a hearing, the Bankruptcy Court denied the Plant Motion for the appointment of an examiner without prejudice, by Order entered March 22, 2002.

On March 27, 2002, Plant filed a notice of appeal of the Bankruptcy Court’s Order. By Order dated December 4, 2002, Judge Wolin granted Plant’s appeal and further ordered that “the Order of the Bankruptcy Court denying Plant’s application for the appointment of an examiner on the ground that no motion for a trustee had been denied by the Bankruptcy Court is hereby vacated solely on the ground upon which it was based….” The District Court remanded the matter to the Bankruptcy Court for further proceedings on Plant’s motion for the appointment of an examiner.

On remand, the Bankruptcy Court directed the parties to file supplemental briefs and, following a hearing on April 8, 2003, the Court entered an Order for the Appointment of an Examiner. The Order directed the United States Trustee to appoint, subject to the Court’s approval, one disinterested person to serve as an examiner and further ordered that “the examiner is not to perform any task or take up any duty or in any way perform any work or incur cost to the estate without further order of the Court.”

On May 2, 2003, Plant filed an appeal of the Order appointing an examiner. On May 5, 2003, Shirley Gore, an individual asbestos claimant, also filed an appeal, although this appeal is not docketed in the District Court. The Debtors and the Futures Claimants’ Representative are opposing the appeal. The Plant appeal was docketed in the District Court on October 20, 2003, shortly before the Third Circuit issued its stay of all proceedings before Judge Wolin in the recusal proceedings. Even though the Third Circuit’s stay is no longer in effect, no further action has occurred with respect to these appeals. The Plan Proponents believe that upon the Effective Date, this appeal would be rendered moot and, if the appeal has not been voluntarily dismissed, the Debtors will move to dismiss this appeal.

16. Environmental Claims Arising Under Environmental Laws

The Debtors have been deemed by the United States Environmental Protection Agency (“EPA”) to be a Potentially Responsible Party (“PRP”) with respect to certain third-party sites under the Comprehensive Environmental Response, Compensation and Liability Act (“Superfund”). The Debtors have also been deemed a PRP under similar state or local laws. In other instances, other PRPs have made Claims against the Debtors as a PRP for contribution under such federal, state or local laws or under contractual agreements.

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The Debtors have established reserves for their Superfund (and similar state, local and private action) contingent liabilities. In connection with the Filing, the Debtors initiated a program to identify and discharge contingent environmental liabilities as part of their Plan. Under the program, the Debtors sought settlements, subject to approval of the Bankruptcy Court, with various federal, state and local authorities, as well as private claimants. The Debtors will continue to review environmental reserves in light of such program and make such adjustments as may be appropriate.

The Debtors are involved with environmental investigation or remediation at a number of other sites at which they have not been designated a PRP, particularly sites that they formerly owned or operated. Environmental conditions at currently owned and/or operated sites are being addressed in the ordinary course of the Debtors’ business.

As of the General Bar Date, approximately 100 Proofs of Claim asserting liabilities arising under environmental laws had been filed with the Bankruptcy Court and/or the Claims Agent. Many of such Proofs of Claim did not state a dollar amount. Many of the Proofs of Claim that did state an amount assert liabilities beyond which the Debtors believe they could reasonably be held liable, if any liability exists, in that (a) they seek recovery of the total costs of cleanup at sites where numerous parties other than the Debtors were also jointly and severally liable, or (b) they originated from multiple parties potentially liable at the same site. Claims arising under environmental laws relating to conduct of the Debtors before the Petition Date consisted of (a) Claims by the EPA against the Debtors for the costs of environmental investigation and clean up of sites that may have been contaminated as a result of releases of hazardous substances by the Debtors, including releases at third-party disposal sites used by the Debtors; (b) similar Claims by State and local environmental agencies; (c) Claims by private parties against the Debtors asserting contribution or indemnification claims with respect to cleanup costs under statutory law or contractual agreements; and (d) enforcement actions by federal, state and local environmental authorities with respect to alleged violations of environmental laws. The Debtors have been involved in negotiations to resolve as many of these Claims as possible. As of the present date, eighty-four percent of the Claims have been resolved. In addition, in some cases where a Proof of Claim has not been filed, but where regulatory authorities are likely to exercise their police and regulatory authority against the Debtors with respect to environmental conditions, such as sites currently or formerly owned by the Debtors, the Debtors have been negotiating with regulatory authorities regarding environmental investigation and remediation.

(a) Resolved as Allowed Class A6-A Claims

(i) EPA Claims

The Debtors and the EPA signed a proposed agreement to resolve EPA’s Claims at most of the sites where waste materials of the Debtors were disposed before the Petition Date and, consequently, for which the Debtors may be liable for cleanup and related costs. The Environmental Settlement Agreement between the Debtors and the EPA quantifies liability at existing known sites as pre-petition Claims, with respect to some of which the EPA would have an Allowed Class A6-A Claim (the “Liquidated Sites”). The Environmental Settlement Agreement with the EPA also contains a provision that waste disposal

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sites, used by the Debtors before the Petition Date, that are not discovered until after confirmation of the Plan or where the Debtors’ use of the site has been confirmed but an allocable share of liability cannot yet be determined (known as “Additional Sites”), will be paid by the Reorganized Debtors at the rate of distribution for Allowed Class A6-A Claims. The Environmental Settlement Agreement also contains work plans for limited removal actions by the Debtors at two Rhode Island sites. The United States lodged the Environmental Settlement Agreement with the Court and published a notice of the lodging in the Federal Register on June 5, 2003. On June 17, 2003, the Debtors filed a Motion for Approval of Settlement of Environmental Claims of the United States (the “EPA Settlement Motion”). On July 17, 2003, the United States filed a joinder in support of the EPA Settlement Motion. The Bankruptcy Court approved the EPA Settlement Motion on July 23, 2003. The Debtors completed the limited removal action required by the Environmental Settlement Agreement in September 2005.

Notwithstanding any provision to the contrary in the Plan or Confirmation Order, the provisions of the Environmental Settlement Agreement shall govern matters covered by such settlement.

(ii) State Claims

The Debtors have negotiated an Environmental Settlement Agreement similar to the Environmental Settlement Agreement with the EPA, discussed above, with the State of New York, where the Debtors conducted operations, which agreement covers only that State’s costs at sites that are presently unknown. The Debtors also negotiated settlement agreements with the Texas Commission on Environmental Quality and the City of Tacoma. To date, the Debtors have been unable to negotiate a similar settlement agreement with the Ohio Environmental Protection Agency.

(iii) Private Party Claims

The Debtors have settled various Claims covering various formerly owned properties (Ashton, Rhode Island, Snyder Lumber Sites and Gardena, California) or prior waste disposal sites (GBF Site).

(iv) Enforcement Action Claims

The Debtors have resolved all prepetition environmental actions, including an Ohio air settlement ($201,633), a Colorado air settlement ($9,000) and a federal Clean Water settlement ($40,000).

(b) Claims Arising Under Environmental Laws Involving Formerly owned Properties Resolved as Administrative Claims

The Debtors resolved the following claims: Oregon Department of Environmental Quality for the former St. Helens Plant ($900,000) and Industry factory rental for the former Ashton Plant ($75,000).

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(c) Unresolved Claims Arising Under Environmental Laws

(i) State Claims

The Debtors have entered into a settlement with the Rhode Island Department of Environmental Management (“RIDEM”) regarding its Proof of Claim in the amount of $80 million with respect to five sites in Rhode Island where alleged releases of hazardous substances by the Debtors may have contributed to contamination. The settlement, which has been approved by the Court, required payment of $750,000 with respect to the five sites and contained provisions similar to the agreement with EPA with respect to sites presently unknown. The Court approved the order on July 22, 2004 and the payment to RIDEM resolving this claim was made on August 12, 2004.

The Debtors have also been engaged in extensive negotiations with the New Jersey Department of Environmental Protection (“NJDEP”) regarding its Proof of Claim in the amount of approximately $74 million, concerning the BEMS landfill in Burlington, a multi-party waste disposal site used by the Debtors. Ongoing litigation will continue beyond the Debtors’ emergence from bankruptcy. The Debtors are participating in an Alternative Dispute Resolution process to determine their share of BEMS liability. The ADR process is in the allocation stage and the Debtor is actively participating. The Debtors share of liability is expected to be under $3,000,000.

The Kansas Department of Health and Environment (“KDHE”) has filed a Proof of Claim in the amount of approximately $1.9 million with respect to remedial costs at a landfill previously operated by the City of Kansas City and used for disposal by the Debtors and a number of other parties. The Debtors have been engaged in discussions with KDHE regarding this Claim and at this point, the Debtors expect that this Claim, and a related Claim by the Kansas National Guard, may require an estimation proceeding. Debtor’s and KDHE are currently negotiating a remedial action agreement which will resolve Debtor’s liability for an expected value of less than $300,000.

The State of California’s Proof of Claim in the amount of $40 million with respect to costs at two disposal sites, Operating Industries, Inc. and the GBF landfill, has been disallowed on debtors’ objection.

Liabilities arising from environmental conditions at properties currently owned and operated by the Debtors are not generally subject to discharge and may need to be satisfied as Administrative Claims or by the Debtors after emergence from bankruptcy. On that basis, the Oklahoma Department of Environmental Quality has withdrawn a protective Proof of Claim regarding site conditions at the Debtors’ facility in Oklahoma City, which the Debtors expect to resolve.

(ii) Private Party Claims

At the request of a Berlin Borough official, the Debtors and Owens-Illinois agreed to investigate the New Freedom Rd. Landfill, a former waste site believed to have been used by both companies in the 1950’s. A Proof of Claim in an undetermined amount filed by Owens-Illinois regarding cleanup costs which may be incurred has been disallowed.

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Several other private parties have filed Proofs of Claim for alleged contribution obligations with respect to a few different sites, but none of these claims is for any material amount, even without taking into account the Debtors’ grounds for objecting to them.

The following Claims by private parties arising under environmental laws have been disallowed on objection by the Debtors: a Proof of Claim based on contribution for cleanup costs with respect to the Dexter Quarry site in the amount of $5,000,000 by the estate of the former owner/operator; a Proof of Claim in the amount of $3,000,000 by Akzo Nobel Coatings, Inc. seeking indemnification for cleanup costs that it incurred with respect to the Mercer Drum site in Ohio; a Proof of Claim by GE Glegg alleging damages for soil and groundwater contamination in the vicinity of the Debtors’ former Guelph, Ontario plant; a Proof of Claim by Bigge Investors in the amount of $350,000 regarding environmental conditions on property sold to it by the Debtors based on allegations of fraud in the sale; Proofs of Claim in the amount of approximately $4,000,000 by Wallace Development/Bezley based on allegations of fraud in the sale by Debtors of industrial real estate in California; and a Proof of Claim by Dr. and Mrs. Gregory Pharo alleging diminished value of their residence due to the nearby presence of Debtors’ Aerohaven landfill.

17. IRS Claims

The Company’s federal income tax returns typically are audited by the IRS in multi–year audit cycles. The audit for the years 1992–1995 was completed in late 2000. Due to the Filing, the IRS also accelerated and completed the audit for the years ended 1996–1999 by March of 2001. As the result of these audits and unresolved issues from prior audit cycles, the IRS is asserting claims for $305,210,712 in income taxes plus interest of $174,997,818.

Pending audit of the Company’s federal income tax return for the year 2000, the IRS has also filed a protective administrative claim in the amount of $57,830,624, covering a tax refund received by the Company for such year, plus interest.

The United States Department of Treasury has filed Proofs of Claim totaling approximately $538 million, in connection with these tax claims. The United States Tax Court lifted its Stay of Proceedings regarding taxable years 1986—1988 on October 6, 2005, and entered its Decision on October 11, 2005. As a result, the IRS should be in a position to amend its claim for the taxable years 1982 - 1999 to reflect the actual, agreed to tax deficiencies. The interest on the deficiencies for this period has not yet been finalized by the IRS.

In accordance with generally accepted accounting principles, the Company maintains tax reserves to cover audit issues. While the Company believes that the existing reserves are appropriate in light of the audit issues involved, its defenses, its prior experience in resolving audit issues, and its ability to realize the benefit of certain challenged deductions in subsequent tax returns if the IRS is successful, there can be no assurance that such reserves will be sufficient. The Company will continue to review its tax reserves on a periodic basis and to make such adjustments as may be appropriate. Any such revision could be material to the Company’s consolidated financial position and results of operations in any given period.

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In this regard, the Company has negotiated a settlement of the United States federal income tax audits of the Company’s taxable years 1982 - 1999 at the Appeals level of the IRS. The settlement was approved by the Bankruptcy Court by Order dated November 15, 2004, and by the Congressional Joint Committee on Taxation on May 17, 2005. The IRS is currently in the process of implementing the settlement, including performing its calculation of the interest component, which could vary from the amount of interest as calculated by the Company. As part of the implementation of the settlement described above, the filed Proofs of Claim will be amended appropriately.

18. Asset Dispositions

Section 363(f) of the Bankruptcy Code authorizes a debtor, under certain circumstances and subject to approval of the Bankruptcy Court, to sell property of the estate free and clear of liens, claims and encumbrances, with such liens, claims and encumbrances to attach to the proceeds of sale. Since the Petition Date, the Debtors have, pursuant to Section 363(f) of the Bankruptcy Code, sold certain property, including, but not limited to, the following assets.

(a) Sale of Bradenton, Florida Plant Assets

Exterior Systems, Inc. designed and manufactured aluminum windows and patio doors products at a plant located at 4504 30th Street, W., Bradenton, Florida. Unfortunately, due to a number of factors, including the older technology employed at the plant, Exterior Systems, Inc. was unable to operate the plant profitably. As a result, the Debtors contemplated selling the plant assets or, if a sale could not be consummated, closing the plant to limit their losses.

Throughout the year 2002, the Debtors contacted and solicited levels of interest for the purchase of the plant from potential purchasers that would have an interest in such assets. Simonton Building Products, Inc. was determined to be the only viable purchaser, and the parties entered into an Asset Sale and Purchase Agreement, dated December 17, 2002, with a sale price of $4,351,500, subject to certain adjustments and other calculations. The parties also agreed to enter into a lease agreement pursuant to which the plant will be leased to the buyer and to enter into a supply agreement.

On December 19, 2002, the Debtors filed a motion seeking authorization to sell the assets to Simonton Building Products, Inc. The motion was granted and the sale was approved by Order of the Bankruptcy Court, dated January 27, 2003.

(b) Sale of Real Property in South Gate, California

OCD owned an approximately 6.9 acre parcel of real property located at 4452 Ardine Street in South Gate, California, on which there was situated an outdated manufacturing facility. The Debtors’ only use of the property was the storage of product manufactured at a nearby plant, for which they were in the process of securing other storage facilities. Accordingly, OCD engaged a broker and ultimately entered into Purchase and Sale Agreement, dated December 10, 2002, with Chan Hwa Trading Corporation, as buyer, for a sale price of $4,250,000.

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On December 19, 2002, the Debtors filed a motion seeking authorization to sell the property to Chan Hwa Trading Corporation. The motion was granted and the sale was approved by Order of the Bankruptcy Court, dated January 27, 2003.

(c) Sale of Atlanta, Georgia Plant Assets

Exterior Systems, Inc. designed and manufactured vinyl siding and related products at leased facilities located at 5625, 5655 and 5675 Fulton Industrial Boulevard in Atlanta, Georgia. As part of an ongoing review of its business operations, Exterior Systems, Inc. decided to reduce the excess capacity in its vinyl siding operations and to reduce the number of competing brands offered. To that end, the Debtors made a formal announcement in the fall of 2002 to discontinue the manufacture and sale of the OC brand of vinyl siding products, which were manufactured only at the Atlanta plant. Several potential purchasers in the vinyl siding manufacturing business expressed an interest in acquiring the assets of the plant. Alcoa Home Exteriors, Inc. was the only party that submitted an offer to acquire the ongoing operations of the plant, including hiring essentially all of the plant’s employees. The proposal also contemplated an assignment of the real estate leases of the subject premises. The parties ultimately entered into an Asset Purchase Agreement, dated January 15, 2003, for a sale price of $5.5 million.

On January 15, 2003, the Debtors filed a motion seeking authorization to sell the assets to Alcoa Home Exteriors, Inc. The motion was granted and the sale was approved by Order of the Bankruptcy Court, dated February 27, 2003.

(d) Sale of Real Property in Mishawaka, Indiana

As of the Petition Date, OCD owned approximately 14.43 acres of vacant land located at 1623 E. Jefferson Road, Mishawaka, Indiana. OCD determined that it did not need the property for its operations and accordingly engaged in efforts to sell the property. OCD entered into a Purchase and Sale Agreement with S & D Realty, LLC, as buyer, for a sale price of $200,000. Such Purchase and Sale Agreement was approved by the Bankruptcy Court by Order dated February 27, 2003.

(e) Sale of Real Property in Nappannee, Indiana

Exterior Systems owned real property located at 851 Tomahawk Drive, Nappannee, Indiana, at which the Debtors had ceased their equipment reconditioning activity. Before a brokerage firm could be engaged, an adjoining property owner expressed an interest in purchasing the property. Based on the opportunity for an immediate sale without the associated cost of a broker’s commission and marketing time, Exterior Systems, Inc. negotiated and entered into a Purchase and Sale Agreement, dated March 17, 2003, with Dutch Real Estate Corp., as buyer, for a sale price of $476,000.

On March 19, 2003, the Debtors filed a motion seeking authorization to sell the property to Dutch Real Estate Corp. The Debtors also sought in the motion authorization to pay from the sale proceeds certain real estate taxes totaling approximately $14,196.73 in principal. The motion was granted and the sale was approved by Order of the Bankruptcy Court, dated April 24, 2003.

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(f) Sale of Phenix City, Alabama Plant Assets

Owens Corning HT, Inc. (“OCHT”) owned a plant located at 908 Owens Corning Drive, Phenix City, Alabama, at which it manufactured rock wool pipe, board and batts for use in insulation applications. As part of the Debtors’ ongoing review of its business operations, the Debtors determined that the business at the facility was non-strategic and non-core. The business consistently under-performed financially and lost money at the gross margin level for the year 2002. Consequently, the Debtors decided to sell the assets of the Phenix City plant.

The Debtors undertook marketing efforts targeted to sell the assets of the Phenix City plant to commercial and industrial insulation competitors, as well as to manufacturers of other insulation materials. After negotiating with the two interested parties who had made acceptable preliminary offers, OCHT and OCD entered into an Agreement of Sale, dated March 18, 2003, with IIG Minwool, LLC (“IIG”). IIG agreed to purchase certain assets of the Phenix City plant for a purchase price of $6.7 million, $3.7 million of which was due at closing by wire transfer and $3 million of which was payable pursuant to a promissory note attached to the Agreement of Sale, which obligation was to be secured by security interests in all of the assets being acquired under the Agreement of Sale. On March 19, 2003, the Debtors filed a motion seeking authorization to sell the Phenix City plant assets. The Debtors also sought authorization to pay from the sale proceeds certain personal property taxes totaling approximately $121,069.18.

Subsequent to the filing of the motion, the other interested party, Fibrex Insulation, LLC (“Fibrex”), contacted the Debtors to propose a counteroffer to the offer by IIG as set forth in the Agreement of Sale. The Debtors conducted an auction on April 28, 2003. After spirited bidding by IIG and Fibrex, IIG emerged as the highest bidder with its final bid of $8 million in cash. A hearing was held before the Bankruptcy Court on April 28, 2003. The sale to IIG was approved, subject to the submission of a revised proposed sale order. On May 12, 2003, the Bankruptcy Court entered an Order approving the sale to IIG, nunc pro tunc to April 28, 2003.

(g) Sale of Owens Corning Metal Systems Assets

Owens Corning Metal Systems (“OCMS”), a division of Exterior Systems, Inc., was in the aluminum building products industry. As part of the Debtors’ ongoing review of its business operations, the Debtors determined that the business of OCMS was non-strategic and non-core. Consequently, the Debtors decided to sell the assets utilized in the business of OCMS at auction.

The Debtors, through their investment banker, Goldsmith Agio Helms Securities, Inc., undertook solicitation and marketing efforts directed at potential strategic buyers and financial sponsors. After consideration of the proposals submitted by interested bidders in January 2003 and following on-going discussions with those interested bidders who had made acceptable proposals, the Debtors determined that the offer proposed by ALSCO

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Acquisition Corp., now known as ALSCO Metals Corporation (“ALSCO”), was the highest and best offer. Accordingly, Exterior Systems, Inc., Owens-Corning Fiberglas Technology, Inc. and, for limited purposes, Owens Corning, entered into an Asset Purchase Agreement, dated March 19, 2003, with ALSCO for the sale of certain assets, the assumption by ALSCO of certain liabilities, the execution and entry of a supply agreement and a transition services agreement and the Debtors’ assumption and assignment to ALSCO of certain executory contracts and unexpired leases. The purchase price set forth in the Asset Purchase Agreement was $50 million in cash plus certain assumed liabilities. The Asset Purchase Agreement was subject to higher and better offers.

On March 19, 2003, the Debtors filed a motion to approve sale procedures and bidding protections. This Motion was granted by Order of the Bankruptcy Court, dated April 22, 2003. On March 19, 2003, the Debtors also filed a motion seeking authorization to sell the assets to ALSCO or to the successful bidder.

The Debtors conducted an auction on May 16, 2003. After spirited bidding by ALSCO and another bidder, MIC Acquisition Corp., ALSCO emerged as the highest bidder with its final bid of $53 million in cash and a $3 million note. A hearing was held before the Bankruptcy Court on May 19, 2003. The sale to ALSCO was approved by order by the Bankruptcy Court, dated May 19, 2003.

(h) Sale of Real Property in Hebron, Ohio

OCD owned property located at 341 O’Neill Drive in Hebron, Ohio, consisting of approximately 7.38 acres of land and a closed 81,106 sq. foot facility at which OCD previously manufactured insulation for appliances and other applications. The property was no longer needed for the Debtors’ operations; accordingly, OCD entered into a Purchase and Sale Agreement, dated June 18, 2003, with Golden Property Management LLC, as buyer, for a sale price of $1,015,000. Such Purchase and Sale Agreement was approved by Order of the Bankruptcy Court dated July 23, 2003, but was not consummated because Golden Property Management LLC terminated the agreement when it was discovered that the roof at the facility needed to be replaced, at an estimated cost of $288,000.

Upon termination of the sale agreement with Golden Property Management LLC, the Debtors recommenced their efforts to sell the property. As a result of such efforts, OCD entered into a Purchase and Sale Agreement with River Valley Stone Co., with a purchase price of $825,000. On March 8, 2005, the Bankruptcy Court entered an Order approving the sale.

(i) Sale of Real Property in Lynchburg, Virginia

Exterior Systems owned an approximately 4.875 acre parcel of land located at 6222 Logan Lane in Lynchburg, Virginia, on which there was a vacant vinyl siding production plant no longer needed for the Company’s operations. Exterior Systems initially entered into a Purchase and Sale Agreement with Home Depot USA, Inc. (“Home Depot”) to sell the property for a sale price of $950,000. Such Purchase and Sale Agreement was approved by the Bankruptcy Court by Order dated October 23, 2003. The sale between Exterior Systems and Home Depot was not consummated because Home Depot exercised its contractual right to terminate the Purchase and Sale Agreement during an agreed-upon investigation period.

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Upon termination of the sale agreement with Home Depot, the Debtors recommenced their efforts to sell the property. Ultimately, Exterior Systems entered into a Purchase and Sale Agreement with Hendricks Commercial Properties, LLC for a sale price of $900,000, which was approved by Order of the Bankruptcy Court dated June 23, 2004.

(j) Sale of Real Property in Valparaiso, Indiana

OCD owned approximately 40.49 acres of undeveloped land located at 2552 Industrial Drive in Valparaiso, Indiana. OCD determined that it did not need the property for its operations and accordingly engaged in efforts to sell the property. After considering several lesser offers, OCD entered into a Purchase and Sale Agreement with Shipshehanna, LLC, as buyer, for a sale price of $325,000. Such Purchase and Sale Agreement was approved by the Bankruptcy Court by Order dated December 20, 2004.

(k) Sale of Real Properties in Newark, Ohio

As of the Petition Date, OCD owned property located at 365 Cedar Run Road in Newark, Ohio, comprised of approximately 3.645 acres of land containing a single family dwelling. The property is adjacent to an OC landfill and served as a buffer between the landfill and properties owned by third parties. Because this property was not needed for OC’s operations, it entered into an agreement to sell the property to a third party, Robert Arenz for $144,000, subject to certain adjustments. This agreement was approved by Bankruptcy Court Order dated September 30, 2005.

As of the Petition Date, OCD owned a second parcel in Newark, Ohio located at 422 Cedar Run Road. Such property, which was adjacent to an Owens Corning landfill, consisted of a residence and approximately 5.2 acres of land. On December 21, 2005, the Debtors filed a motion with the Bankruptcy Court seeking authority to sell this property to Rick Cody for $131,000. On January 30, 2006, the Bankruptcy Court entered an order authorizing the Debtors to sell the property. The sale of this property to Rick Cody, as authorized by the January 30, 2006 Bankruptcy Court order, was not consummated. Thereafter, on April 5, 2006, the Debtors filed a motion with the Bankruptcy Court seeking authority to sell the property to John Palmer and Marsha Palmer for $133,000 and, on May 4, 2006, the Bankruptcy Court entered an order authorizing the sale.

(l) Sale of Asphalt Facility and Real Property in Channelview, Texas

As of the Petition Date, OCD owned an asphalt manufacturing facility located in Harris County, Texas, which was situated on approximately 4.836 acres of land (the “Channelview Facility”). The Channelview Facility was closed in 2004 as part of the Debtors’ re-assessment of their asphalt business, and the Debtors solicited potential purchasers for the property. OCD entered into an Asset Purchase Agreement with Pelican Refining Company, LLC (“Pelican”), as buyer, for a purchase price of $3,150,000 and requested the Bankruptcy Court to approve such agreement. Upon objection by a potential purchaser who offered a higher price for the Channelview Facility, the Debtors conducted an auction sale of the

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property on June 24, 2005. At such auction, Pelican increased its offer to $4.75 million and was selected by the Debtors as the party making the highest and best offer for the Channelview Facility. The parties modified the Asset Purchase Agreement to reflect a purchase price of $4.75 million, which was approved by Bankruptcy Court Order dated June 27, 2005.

(m) Sale of Real Property in Elkhart, Indiana

As of the Petition Date, OCD owned real property located at 1838 Middlebury Street in Elkhart, Indiana, comprised of approximately 4 acres of land and a 42,500 square ft. laminating plant. After marketing the property, the Debtors entered into a Purchase and Sale Agreement with Silver Valley Properties, LLC to sell the property and certain related property for $825,000. Such Purchase and Sale Agreement was approved by Bankruptcy Court Order dated June 23, 2004.

(n) Sale of Manufacturing Solutions’ Assets

In December 2005, the Debtors received Bankruptcy Court approval to sell certain assets to American Dietze & Schell Corp. (“Dietze & Schell”) pursuant to an Asset Purchase Agreement with Dietze & Schell. The Asset Purchase Agreement provided for OCD to sell to Dietze & Schell the assets OCD used in its winding and chopping equipment production business, for a purchase price of $6.8 million to be paid in four installments between December 31, 2006 and December 31, 2009. In connection with the asset sale, the parties also entered into a Supply Agreement which requires Dietze & Schell to supply OCD with certain equipment and a License Agreement which requires OCD to license to Dietze & Schell certain know-how related to equipment to be provided under the Supply Agreement. This motion was approved by the Bankruptcy Court by Order entered December 20, 2005.

(o) Sale of North Bend, Ohio Asphalt Manufacturing Facility and Real Property

As of the Petition Date, OCD owned an asphalt manufacturing facility located at 10100 Brower Road in North Bend, Ohio, which was situated on an approximately 53 acre parcel of land. The facility was closed in 2004 as a part of the Debtors’ re-assessment of their asphalt business, and the Debtors solicited potential purchasers for the sale of the property. OCD entered into a Purchase and Sale Agreement with Valley Asphalt Corporation to sell the facility for $2,050,000, subject to a downward adjustment to $1,850,000 if certain permits were not assigned by OCD. Such Purchase and Sale Agreement was approved by Bankruptcy Court Order dated August 30, 2005.

(p) Sale of Real Property in Athens, Alabama

As of the Petition Date, OCD owned property located at 8468 Highway 72 in Athens, Alabama, consisting of approximately 2.039 acres of land and a vacant 26,091 square foot plant. Such plant had previously been used for the manufacture of molded fiberglass products used in the production of partition panels for commercial office furniture. The Debtors engaged in efforts to market the property and, in September 2005, entered into a Purchase and Sale Agreement with Tecvox OEM Solutions LLC, as buyer, for a sale price of $197,000. The Purchase and Sale Agreement was approved by Bankruptcy Court Order dated October 20, 2005.

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(q) Sale of Real Property in Berlin, New Jersey

As of the Petition Date, OCD owned property located at 160 Jackson Avenue, Berlin, New Jersey, which consisted of approximately 45 acres of land and 303,200 square feet of buildings and other structures. Such facility had previously been used for the production of asbestos-containing insulation product known as Kaylo. Certain of the buildings on the property, as well as a landfill and a settling pond, contained asbestos. Separately, the soil and groundwater at the property contained significant amounts of oils used in the Kaylo manufacturing process. With the exception of environmental remediation activity on the property, all activity at the property ceased and the Debtors no longer needed the property for their operations. Accordingly, OCD entered into a Purchase and Sale Agreement with Berlin Jackson LLC, which (subject to certain terms and conditions) agreed to take title to the property for $1 in exchange for assuming responsibility for the remediation of the property’s environmental condition. The Bankruptcy Court approved the Purchase and Sale Agreement by Order dated September 26, 2005.

(r) Sale of Real Property in Douglas, Georgia

As of the Petition Date, Exterior Systems owned an approximately five acre parcel of property and an approximately half-acre parcel of property, located at 2141 Broxton Highway in Douglas, Georgia. The five acre parcel contained a 92,000 square foot manufacturing facility at which Exterior Systems previously manufactured specialty roofing products. The property was no longer needed for the Debtors’ operations; accordingly, Exterior Systems entered into a Purchase and Sale Agreement with Douglas Metal Roofing, Inc. to sell the property for a sale price of $550,000, of which $543,600 was attributable to the five acre parcel and $6,400 was attributable to the one-half acre parcel. By Order dated June 30, 2005, the Bankruptcy Court approved the Purchase and Sale Agreement and authorized Exterior Systems to sell the five acre parcel and (upon resolution of certain title issues with respect to the half-acre parcel) the half-acre parcel to Douglas Metal Roofing, Inc.

(s) Sale of Real Property in Tucker, Texas

As of the Petition Date, OCD owned real property located at 10658 State Highway 294 in Tucker, Texas, comprised of three parcels. The first parcel consisted of approximately 20 acres of land on which there was a vacant 64,423 square foot insulation plant; the second and third parcels consisted of a total of approximately 17.56 acres of land and contained several buildings. The Debtors no longer needed the property for their operations. Accordingly, Owens Corning entered into a Purchase and Sale Agreement with Weissker Properties, L.P. with a purchase price of $625,000, subject to certain adjustments. The Purchase and Sale Agreement was approved by Order of the Bankruptcy Court dated October 18, 2005.

19. Certain Proposed Asbestos Legislation

On April 19, 2005, Senators Arlen Specter and Patrick Leahy introduced and co-sponsored an asbestos litigation reform bill (S-852) entitled the Fairness in Asbestos

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Resolution Act of 2005 (the “FAIR Act”), which proposes to establish an asbestos administrative claims resolution structure through which all asbestos claims would be channeled and reviewed. The FAIR Act would establish a national trust fund, supported through mandated contributions from defendant companies, insurance companies and existing trusts, that would be the source of compensation of all approved claims. Under the FAIR Act, companies like the Debtors that have filed for bankruptcy but have not yet emerged through a confirmed plan of reorganization, would be included as participants in the resolution structure. The FAIR Act was voted out of the Senate Judiciary Committee on May 26, 2005, and brought to the floor in early 2006. On February 14, 2006, the Senate voted on a motion to waive the Budget Act with respect to the FAIR Act, but the motion failed when the waiver failed to obtain the necessary 60 votes. Pursuant to this vote, the legislation has been recommitted to the Senate Committee on the Judiciary pursuant to Section 312-F of the Congressional Budget Act. On or about May 26, 2006, Senators Specter and Leahy introduced an amended version of the FAIR Act, entitled the Fairness in Asbestos Resolution Act of 2006, to incorporate certain amendments which had been offered with respect to the prior iteration of the bill. The FAIR Act has not been brought back up for reconsideration as of this time, and whether it will receive further consideration in this session of Congress is uncertain. At this point, it is impossible to determine if the proposed legislation will be enacted, and what the final terms of the legislation will be, if enacted. For a discussion of the impact on the distributions under the Plan if the FAIR Act is enacted and made law prior to the Trigger Date, see Section VII.A.18 of this Disclosure Statement entitled “FAIR Act.”

20. Pension Claims

The Company has several defined benefit pension plans covering most employees. Under the plans, pension benefits are generally based on an employee’s pay and number of years of service. Company contributions to these pension plans are determined by an independent actuary to meet or exceed minimum funding requirements. Plan assets consist primarily of equity securities with the balance in fixed income investments.

The pension plans are managed by an investment review committee that meets periodically to provide oversight, review long term investment strategies, assess plan and individual manager investment performance and evaluate the funding status of the plans. Over the last several years, various factors, such as the decline in asset value due to market conditions, the decrease in the discount rate, as well as the review of assumptions related to the valuation of pension plan liabilities have impacted the Company’s long-term pension plan liability and funding.

Certain of the Company’s pension plans have an accumulated benefit obligation in excess of the fair market value of plan assets. The accumulated benefit obligation and fair market value of plan assets for such plans are $1.338 billion and $1.062 billion, respectively, at October 31, 2005. Certain of the Company’s pension plans are not funded. The portion of the total projected benefit obligation attributable to unfunded plans is approximately $12 million at October 31, 2005.

The Company also sponsors defined contribution plans available to substantially all United States employees. Company contributions reflect a matching of a percentage of employee savings up to a maximum savings level and certain profit sharing awards. The Company recognized expense of $25 million in 2005.

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The “PBGC”, an agency of the United States, filed a Claim on the General Bar Date in the amount of approximately $458 million, in connection with statutory liability for unfunded benefit liabilities of the Owens Corning Merged Retirement Plan (the “Merged Plan”). The Claim states that it is contingent upon termination of the Merged Plan. The Merged Plan is a tax-qualified defined benefit pension plan covered by and subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1301-1462 (“ERISA”). Pursuant to Title IV, each of the Debtors is a contributing sponsor of the Merged Plan or a member of a contributing sponsor’s controlled group. 29 U.S.C. § 1301(a)(13)(14). The Plan specifically provides that OCD and any other of the Reorganized Debtors whose employees are covered by the Merged Plan shall assume and continue the Merged Plan, satisfy the minimum funding standards pursuant to 26 U.S.C. § 412 and 29 U.S.C. § 1082, and administer the Merged Plan in accordance with its terms and the provisions of ERISA. Further, nothing in the Plan of Reorganization shall be construed in any way as discharging, releasing or relieving the Debtors or the Debtors’ successors, including the Reorganized Debtors, or any party, in any capacity, from liability imposed under any law or regulatory provision with respect to the Merged Plan or PBGC.

OCD is required to comply with ERISA’s minimum funding requirements. Funding is generally in cash but may also be in stock or debt (in general, not exceeding 10% of the plan’s assets). During these Chapter 11 Cases, with the Bankruptcy Court’s approval, the Company has funded its pension obligations with approximately $600 million.

The 2006 pension payments will be made from cash on hand and operating cash flow. As a consequence, for purposes of this Disclosure Statement it is assumed for purposes of projections of future performance and projected distributions under the Plan that (1) the Merged Plan will not be terminated, (2) OCD will make all minimum funding payments and (3) the Pension Plan will be less than 100% funded at October 31, 2006, and (4) OCD will not be required to reserve assets in the Plan to fully fund the Pension Plan, but will be required to demonstrate its ability to adequately fund the Merged Plan in future periods.

21. Notice Procedures and Transfer Restrictions on Trading of Equity Securities

On February 23, 2005, the Debtors filed a motion in the Bankruptcy Court for the entry of interim and final orders pursuant to Sections 105(a), 362(a)(3) and 541 of the Bankruptcy Code to enable the Debtors to avoid limitations on the use of their tax net operating loss carry-forwards and certain other tax attributes by imposing certain notice procedures and transfer restrictions on the trading of equity securities of OCD. The Bankruptcy Court granted the requested interim order (the “Interim Equity Order”) on March 1, 2005, and granted the requested final order (the “Final Equity Order”) on April 15, 2005.

In general, the Final Equity Order applies to any person or entity that, directly or indirectly, beneficially owns (or would beneficially own as a result of a proposed transfer) at least 4.75% of the outstanding equity securities of OCD. Under the Final Equity Order, all persons or entities who at the time of the Final Equity Order or in the future

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beneficially own at least 4.75% of the outstanding equity securities of Owens Corning (each a “Substantial Equityholder”) is required to file with the Bankruptcy Court and serve upon the Debtors and the Debtors’ counsel a notice of such status. In addition, the Final Equity Order provides that a person or entity that would become a Substantial Equityholder by reason of a proposed acquisition of equity securities of OCD is also required to comply with the notice and service provisions before effecting that transaction. The Final Equity Order gives the Debtors the right to object in the Bankruptcy Court to certain acquisitions or sales of OCD common stock if the acquisition or sale would pose a material risk of adversely affecting the Debtors’ ability to utilize such tax attributes.

Under the Final Equity Order, prior to any proposed acquisition of equity securities that would result in an increase in the amount of OCD equity securities owned by a Substantial Equityholder, or that would result in a person or entity becoming a Substantial Equityholder, such person, entity or Substantial Equityholder is required to file with the Bankruptcy Court, and serve on the Debtors and the Debtors’ counsel, a Notice of Intent to Purchase, Acquire or Otherwise Accumulate an Equity Security. In addition, prior to effecting any disposition of OCD’s equity securities that would result in a decrease in the amount of OCD equity securities beneficially owned by a Substantial Equityholder, such Substantial Equityholder is required to file with the Bankruptcy Court, and serve on the Debtors and the Debtors’ counsel, a Notice of Intent to Sell, Trade or Otherwise Transfer Equity Securities.

Any purchase, sale or other transfer of OCD equity securities in violation of the restrictions of the Final Equity Order would be null and void ab initio as an act in violation of the Final Equity Order and would therefore confer no rights on a proposed transferee.

22. Glenview Stipulation and Private Letter Ruling

By Order entered May 12, 2005, the Bankruptcy Court approved a Stipulation (the “Glenview Stipulation”) between and among OCD, Glenview Capital Partners, LP, (“GCP”), Glenview Institutional Partners, LP (“GIP”), and Glenview Capital Master Fund, Ltd. (“GCM” and with GCP and GIP, the “Glenview Funds”), which addressed certain issues arising under the Interim Equity Order and Final Equity Order. Specifically, the Stipulation addressed the acquisition of certain shares of OCD common stock by one or more of the Glenview Funds after the entry of the Interim Equity Order. Under the terms of the Glenview Stipulation, OCD agreed to seek a Private Letter Ruling from the IRS that would confirm that the Glenview Funds’ acquisition of OCD common stock did not cause any one or more of the Glenview Funds to become a “5% shareholder” of OCD for purposes of section 382 of the IRC, so that the Glenview Funds’ acquisition of Owens Corning stock would be disregarded in determining whether Owens Corning experienced an “ownership change” for purposes of Section 382. The Glenview Stipulation further provided, among other things, that in the event that such a Private Letter Ruling was not obtained, the Glenview Funds would unwind their relevant acquisitions and disposition of Owens Corning common stock in a manner reasonably acceptable to OCD. On October 28, 2005, the IRS issued the requested Private Letter Ruling, which confirmed that the Glenview Funds were separate entities for purposes of the Interim and Final Orders.

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23. Harbinger Stock Sales

On March 23, 2005, Harbinger Capital Partners Master Fund I, Ltd. (f/k/a Harbert Distressed Investment Master Fund, Ltd.), Harbinger Capital Partners Offshore Manager, L.L.C. (f/k/a HMC Distressed Investment Offshore Manager, L.L.C.), HMC Investors, LLC, and Alpha US Sub Fund VI, LLC (collectively, “Harbinger”) filed a Notice of Status as a Substantial Equityholder, pursuant to the terms of the Interim Order.

On March 2, 2006, Harbinger filed a Notice pursuant to the Interim and Final Equity Orders, by which Harbinger gave notice of its intention to sell, trade or otherwise transfer all or any part of its 5,525,000 shares of OCD’s equity securities, to unidentified parties. On March 17, 2006, the Debtors submitted to the Court a Stipulation extending until March 22, 2006 the Debtors’ deadline under the Final Equity Order to object to such Notice. On March 22, 2006, and with the consent and agreement of the Debtors, Harbinger filed an amended Notice pursuant to the Interim and Final Equity Orders, stating that any transfer by it of OCD equity securities would be made to persons whose identity Harbinger does not actually know. Such amended Notice also stated that Harbinger would give written notice to Owens Corning and its attorneys within three business days after the closing of the sale, transfer or other disposition of any Equity Securities, and that such notice would detail the number of shares sold and the date sold. Harbinger’s amended Notice also stated that any person acquiring or proposing to acquire OCD equity securities would remain fully subject to the Final Equity Order, including, without limitation, the notice procedures set forth in the Final Equity Order and the attachments thereto. Pursuant to the terms of such amended Notice, and without objection of the Debtors, Harbinger has sold approximately 1,025,000 shares of OCD equity securities through April 30, 2006.

24. Rule 2019 Orders

By Orders dated August 27, 2004, October 22, 2004, and July 8, 2005, the Bankruptcy Court established certain procedures regarding the filing of Statements pursuant to Federal Rule of Bankruptcy Procedure 2019. Each party filing a Rule 2019 Statement is required to provide with such Statement certain specified information in a designated format, as further specified in such Orders.

25. The Trustee Motion

On October 17, 2003, the Unsecured Creditors’ Committee filed a motion in the Bankruptcy Court requesting the appointment of a Chapter 11 trustee under Section 1104(a) of the Bankruptcy Code based upon an alleged breach of the Debtors’ fiduciary duty of undivided loyalty to act in the best interest of all creditors. On October 29, 2003, such motion was dismissed by the Bankruptcy Court for failure to comply with local court rules. On October 30, 2003, the Unsecured Creditors’ Committee re-filed such motion (the “Trustee Motion”), which was subsequently “supplemented” on May 28, 2004 (the “Supplemented Trustee Motion”). On July 13, 2004, Credit Suisse First Boston, as Agent, joined in the Trustee Motion and Supplemented Trustee Motion. In addition, Mt. McKinley Insurance Company and Century Indemnity Insurance Company filed responses in support of the Trustee Motion. Various filings in opposition to the Trustee Motion and Supplemented Trustee Motion were filed by the Debtors, the Futures Claimants’ Representative, and the Asbestos Claimants’ Committee. Further proceedings on this matter have been voluntarily continued by the movants on a monthly basis.

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When the Supplemented Trustee Motion was filed, the Unsecured Creditors’ Committee served on the Debtors its first set of amended interrogatories and the first amended request for production of documents generally seeking discovery of information related to either (1) the process, including all discussions and negotiations, by which the draft and filed plans of reorganization were created; (2) discovery related to the contacts between the parties and Judge Wolin or his former advisors, including Frances McGovern, the court-appointed mediator, during the period prior to Judge Wolin’s recusal; (3) asbestos valuation and the process and means by which asbestos valuation should be determined, including the decision to oppose an asbestos bar date and claims objection process; and (4) the acts underlying the alleged claims against certain law firms concerning payments made under the National Settlement Program that the Court either stayed or which are the subject of tolling agreements authorized by the Court. The Debtors filed a motion for a protective order asserting that the requested discovery was inappropriate, threatens to waste the assets of the Debtors’ bankruptcy estates, and seeks to circumvent the process by which the Court has determined issues in this case should be resolved. CSFB filed an opposition to the motion for a protective order and the Ad Hoc Bondholders’ Committee filed a joinder in the opposition. Further proceedings on this matter were voluntarily continued by the movant on a monthly basis.

The Debtors believed that the Trustee Motion and the Supplemental Trustee Motion were without merit and intended to vigorously oppose the Trustee Motion. In particular, the Debtors believed that the Trustee Motion and the Supplemented Trustee Motion were stale and were rendered moot by the filing of the Plan.

In accordance with the terms of the letter of CSFB’s counsel, dated December 30, 2005, attached as Appendix K to the Disclosure Statement, on March 23, 2006, the Unsecured Creditors’ Committee authorized the withdrawal of the motion and the withdrawal was filed on that date. Counsel for the Debtors and counsel for the Asbestos Claimants’ Committee represented that they would not oppose withdrawal of the Trustee Motion and the Supplemental Trustee Motion on this basis.

26. The Bank Holders’ Examiner Motion

On May 24, 2004, Credit Suisse First Boston, Kensington International Limited, Springfield Associates LLC and Angelo Gordon filed a motion in the Bankruptcy Court requesting the appointment of a Chapter 11 examiner under Section 1104(c) of the bankruptcy Code to examine (i) alleged improper conduct by management of the Debtors, (ii) alleged breaches of fiduciary duty by management of the Debtors resulting from the influence of the Futures Claimants’ Representative and the Asbestos Claimants’ Committee on the process of developing a Plan and the tort estimation process, (iii) alleged connections between the asbestos plaintiffs’ interests, a Court appointed mediator, and the Debtors’ asbestos liability estimation firm, and (iv) other alleged improper conduct (the “Bank Holders’ Examiner Motion”). Owens Corning, the Futures Claimants’ Representative, and the Asbestos Claimants’ Committee have each filed responsive pleadings objecting to the Bank Holders’ Examiner Motion. The Bankruptcy Court heard argument on the Bank Holders’ Examiner Motion on June 21, 2004 and, on July 7, 2004, signed an Order continuing the Bank Holders’ Examiner Motion until a final order is entered by the Bankruptcy Court with respect to the Trustee Motion.

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The Debtors believe that the Bank Holders’ Examiner Motion is without merit and intend to continue to vigorously oppose the Bank Holders’ Examiner Motion. In particular, the Debtors believe that the Bank Holders’ Examiner Motion are stale and are rendered moot by the filing of the Plan, and should therefore be dismissed with prejudice.

27. Section 965 Motion

By Order entered October 20, 2005, the Bankruptcy Court authorized the Company to implement a “foreign fund repatriation program” by which certain of Owens Corning’s subsidiaries could repatriate to the United States and, specifically, to IPM approximately $220 million of excess cash. This program was implemented in order to take advantage of section 965 of the IRC, 26 U.S.C. § 965, which was enacted to provide a temporary reduction in the U.S. tax on repatriated dividends. Under section 965, certain dividends received by a U.S. corporation from controlled foreign corporations, to the extent in excess of certain threshold amounts, are eligible for an 85% dividends-received deduction. If applicable, this deduction results in a greatly reduced effective federal tax rate of 5.25% on the amount of the qualifying dividend. The excess cash was actually repatriated under the program to IPM on December 15, 2005. The sources of such excess cash were as follows: Owens Corning Canada Inc. ($165 million); Vytec Corporation ($25 million); and Owens Corning Veil Netherlands B.V. ($30 million).

28. Shareholder Motion for Appointment of an Equity Holders Committee

Shareholders made requests to the United States Trustee in 2003 and 2004 for the appointment of an official committee of equity security holders and in 2005 for the appointment of an official committee of preferred and equity security holders. Because the Debtors did not believe there was any reasonable prospect for recovery by shareholders or preferred security holders in the absence of enactment of asbestos litigation reform legislation, the Debtors opposed each such request. The United States Trustee agreed with the Debtors’ position and in each instance declined such requests. On December 20, 2005, the Ad Hoc Equity Holders’ Committee filed a motion seeking an order from the Bankruptcy Court directing the United States Trustee to appoint an official committee of preferred and equity security holders (“Shareholder Committee Motion”). The Shareholder Committee Motion was opposed by the United States Trustee, the Debtor, the Asbestos Claimants’ Committee, and CSFB. At a hearing on January 30, 2006, the Bankruptcy Court denied the Shareholder Committee Motion for several reasons, including the lack of a cognizable economic stake for the preferred and equity security holders given the Debtors’ financial condition. The Bankruptcy Court also rejected the Ad Hoc Equity Holders’ Committee’s contention that a preferred and equity security committee should be appointed based on uncertain contingencies, such as the potential enactment of federal legislation or the potential reversal of the OCD Asbestos Personal Injury Estimation Order. An order denying the Shareholder Committee Motion was entered on February 17, 2006. On February 27, the Ad Hoc Equity Holders’ Committee filed a motion for leave to appeal. On March 9, 2006, the Debtors filed their opposition to the motion for leave to appeal. On May 18, 2006, in accordance with the Settlement Term Sheet, the Ad Hoc Equity Holders’ Committee filed a stipulation of dismissal of this appeal. On May 24, 2006 the Court approved the stipulation dismissing the appeal.

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29. Shareholder Motion Regarding Shareholders’ Meeting

In addition to filing its motion for the appointment of an official committee of preferred and equity security holders, on December 20, 2005, the Ad Hoc Equity Holders’ Committee filed the Motion for Entry of an Order (i) Confirming that Owens Corning Shareholders are Entitled to Prosecute an Action in Delaware Chancery Court to Compel a Shareholders’ Meeting, or (ii) in the Alternative, Granting Stay Relief to Prosecute Such an Action. (the “Shareholder Meeting Motion”) with the Bankruptcy Court. The Shareholder Meeting Motion alleged that OCD is required to hold annual shareholders’ meetings and that the shareholders should be permitted to elect directors of OCD who will offer a plan that provides for a recovery to shareholders based upon, among other things, the potential enactment of the federal FAIR Act legislation. The Debtors filed an opposition to this motion. A hearing on this motion was held on January 30, 2006, at which time the Bankruptcy Court declined to grant the Shareholder Meeting Motion, but directed Debtors’ counsel to continue the hearing from month to month until the prospects of the so-called FAIR Act could be more definitively determined. On February 28, 2006, the Ad Hoc Equity Holders’ Committee filed with the District Court a Petition for Relief in the Nature of Mandamus in the District Court to direct the Bankruptcy Court to enter an order granting or denying the Shareholder Meeting Motion (the “Mandamus Petition”). On March 14, 2006, the Debtors filed an opposition to the Mandamus Petition. A reply was filed by the petitioners on March 21, 2006. On March 23, 2006, the District Court denied the petition. The Ad Hoc Equity Holders’ Committee filed a notice of appeal of the denial of the petition. On May 16, 2006, in accordance with the Settlement Term Sheet, the Ad Hoc Equity Holders’ Committee filed a motion to withdraw the appeal with prejudice. On May 22, 2006, the Third Circuit entered an order dismissing the appeal.

30. Summary of Certain Litigation

(a) John Hancock Litigation

Certain of OCD’s current and former directors and officers, as well as certain underwriters, are named defendants in a class action lawsuit captioned John Hancock Life Insurance Company, et al. v. Goldman, Sachs & Co., et al., CA No. 01-10729-RWZ, pending in the United States District Court for the District of Massachusetts (the “Hancock Litigation”). The suit, commenced on or about April 30, 2001, is a securities-related class action on behalf of purchasers of securities pursuant to, or traceable to, two public offerings by OCD on or about April 30, 1998 and July 22, 1998. No Debtors are named as defendants in the lawsuit.

On or about April 27, 2001, a complaint was filed on behalf of purchasers of the $300 million aggregate principal amount of $550 Million Term Notes (First Series) issued by OCD due May 1, 2005 (consisting of 7.5% Term Notes) and the $250 million aggregate principal amount of $550 Million Term Notes (Second Series) issued by OCD due May 1, 2008 (consisting of 7.7% Term Notes) in offerings occurring on or about April 30, 1998. On or about July 5, 2001, an amended complaint was filed that added reference to the $400 million aggregate principal amount of $400 Million Debentures issued by OCD due August 1, 2018 (consisting of 7.5% Debentures), in an offering occurring on or about July 23, 1998.

By the amended complaint, the plaintiffs allege, among other things, that the defendants violated the Securities Act of 1933 in that the SEC Form S-3

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registration statements, including the prospectus and prospectus supplements, pursuant to which the debt offerings were made, contained untrue and misleading statements of material fact and omitted to provide certain required material facts. In particular, the amended complaint alleges that the registration statements for the debt securities contained the following untrue and misleading statements of fact and omissions of material facts: (a) the representation that the debt securities would “rank equally with all other unsecured and unsubordinated indebtedness of the Company,” (b) misleading representations concerning OCD’s other unsecured indebtedness, (c) the failure to disclose that certain of OCD’s other unsecured and unsubordinated indebtedness was guaranteed by one or more of OCD’s Subsidiaries, (d) the failure to disclose that OCD had a substantial debt to one of its Subsidiaries, (e) the failure to disclose the existence of and the terms of certain promissory notes issued by OCD to one of its Subsidiaries, and (f) the failure to disclose the existence of and terms of an intellectual property licensing arrangement between OCD and one of its Subsidiaries. The amended complaint sought, among other things, an unspecified amount of damages or, where appropriate, rescission of the plaintiffs’ purchases of the securities.

On November 14, 2001, and November 20, 2001, respectively, the underwriter defendants and the individual defendants filed motions to dismiss the amended complaint for failure to state a claim upon which relief can be granted. The individual defendants argued that the plaintiffs’ action should be dismissed because the information that plaintiffs claim was omitted either was disclosed in OCD’s filings with the SEC and incorporated by reference into the registration statements, or was not required to be disclosed under applicable SEC regulations. The individual defendants further argued that the plaintiffs’ action was barred by the applicable statute of limitations because it was brought more than one year after the allegedly concealed facts were disclosed in public filings.

On January 28, 2002, the plaintiffs filed a combined opposition to the underwriter and individual defendants’ motions to dismiss. On March 29, 2002, both the individual defendants and the underwriter defendants filed reply memoranda in further support of their respective motions. A hearing was held on the motions to dismiss on April 11, 2002.

On August 26, 2002, the United States District Court for the District of Massachusetts issued a memorandum of decision, wherein it determined that dismissal of the amended complaint is inappropriate because “several questions of fact remain,” including: (i) ”whether defendants’ statement that the securities would ‘rank equally with other unsecured and unsubordinated obligations of the Company,’ was false or misleading when read in context with the rest of the information provided in the registration statement;” (ii) ”whether the defendants’ disclosures about intercompany licensing agreements and guarantees on other debt by OCD’s subsidiaries were false or misleading with respect to the subordination rights of securities purchasers;” and (iii) ”whether the registration statements provided plaintiffs with sufficient information to fully understand their rights relevant to other unsecured creditors.” The Court further concluded that, contrary to the defendants’ argument, the plaintiffs’ claims were not time-barred. The Court, therefore, denied the defendants’ motions to dismiss the amended complaint.

On March 9, 2004, the Court granted class certification as to those claims relating to written representations, but denied certification as to claims relating to alleged

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oral representations. Mediation was conducted on November 2, 2005, at which mediation the plaintiffs and the underwriter defendants agreed to settlement terms. A status conference on this matter was held on November 8, 2005. A trial is scheduled to commence in September, 2006, as to the director and officer defendants. Owens Corning believes that the claim is without merit.

The named defendants in this proceeding have each filed contingent indemnification claims with respect to this litigation against OC pursuant to the General Bar Date process.

Executive Risk Indemnity Inc. (“Executive Risk”) issued to OCD Directors and Officers Liability Insurance Policy No. 8165-4021 for the policy period March 29, 2001 to March 29, 2002 (the “Policy”). Executive Risk received notice under the Policy relating to the Hancock Litigation and has indicated a willingness to pay on a current basis certain defense expenses, as that term is used in the Policy, incurred on or after March 29, 2002 under the Policy, subject to mutual reservations of rights, in connection with the Hancock Litigation to or on behalf of the insureds. A proposed Stipulation and Order Among Debtors, Executive Risk Indemnity Inc., Norman P. Blake, Jr., Gaston Caperton, Domenic Cecere, Leonard S. Coleman, Jr., William W. Colville, John H. Dasburg, Landon Hilliard, Glen H. Hiner, Sir Trevor Holdsworth, Jon M. Huntsman, Jr., Ann Iverson, W. Walker Lewis, Michael I. Miller, Furman C. Moseley, Jr., W. Ann Reynolds, and Steven J. Strobel was filed with the Bankruptcy Court providing inter alia that, notwithstanding the automatic stay of 11 U.S.C. § 362, Executive Risk shall be and hereby is authorized to make payments under the Policy to or for the benefit of the Insureds for Defense Expenses incurred in connection with the Hancock Litigation. The Bankruptcy Court approved the stipulation on March 25, 2003.

(b) Deloitte Litigation

On August 10, 2001, Deloitte Consulting, L.P. (“Deloitte”) filed an Administrative Claim (the “Deloitte Administrative Claim”) in the Chapter 11 Cases seeking not less than $2 million, on the theory that after the Petition Date, the Debtors had converted Deloitte’s contributions to Debtors’ HOMExperts home repair and inspection business. On February 5, 2002, Deloitte filed its adversary complaint against the Debtors, asserting copyright infringement, conversion, and post-petition use and benefit, seeking not less than $2 million in damages and/or administrative expenses (the “Deloitte Adversary Action”). The Debtors vigorously contested the Deloitte Administrative Claim and the Deloitte Adversary Action and moved to dismiss the Deloitte Administrative Claim.

The Debtors and Deloitte exchanged discovery requests, documents and written responses, and commenced depositions. After considerable negotiations, the Debtors and Deloitte reached a settlement resolving, without further litigation, all of Deloitte’s claims related to HOMExperts, the Deloitte Administrative Claim, and the Deloitte Adversary Action. Pursuant to the terms of the settlement, Deloitte was allowed an administrative expense claim of $350,000 to be paid within 30 days after entry of the order approving the settlement; Deloitte was allowed an unsecured pre-petition claim against OCD in the net amount of $400,000 by reason of the matters asserted in the Deloitte Administrative Claim and the Deloitte Adversary Action against OCD, Integrex and HOMExperts LLC, which shall be treated in the Chapter 11 Cases and pursuant to applicable provisions of the Bankruptcy

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Code as an Allowed General Unsecured Claim; the Deloitte Adversary Action was automatically dismissed upon entry of the order approving the settlement; and Deloitte released the Debtors for all claims resolved under the settlement.

(c) Tobacco Litigation

OC has spent significant monies to resolve claims of asbestos claimants whose injuries were caused or exacerbated by cigarette smoking. OCD and Fibreboard were pursuing litigation against tobacco companies (discussed below) for restitution/unjust enrichment, fraud, and violations of state antitrust law to obtain payment of monetary damages (including punitive damages) for payments made by OCD and Fibreboard to asbestos claimants who developed smoking-related diseases.

In October 1998, the Circuit Court for Jefferson County, Mississippi granted leave to file an amended complaint in an existing action to add claims by OCD against seven tobacco companies and several other tobacco industry defendants. The action brought by OCD in the Circuit Court of Jefferson County, Mississippi is styled Ezell Thomas, et al. v. R.J. Reynolds Tobacco Company, et al. and Owens Corning v. R.J. Reynolds Tobacco Company, Docket No. 96-0065. On June 17, 2001, the Jefferson County court entered an Order dismissing OCD’s case in response to the defendants’ motion for summary judgment on the basis that OCD’s injuries were indirect and thus too remote under Mississippi law to allow recovery. OCD appealed the dismissal to the Supreme Court of Mississippi. The Supreme Court of Mississippi issued an opinion upholding the dismissal on March 18, 2004.

In addition to the Mississippi lawsuit, in December 1997, OCD and Fibreboard brought a lawsuit in the Superior Court of California, County of Alameda, against the same tobacco companies. That lawsuit, which is currently pending, is styled Fibreboard Corp., et al. v. R.J. Reynolds Tobacco Company, et al., Case No. 791919-8 (the “California Litigation”). In August 2001, the defendants filed motions to dismiss OCD’s and Fibreboard’s claims on the basis of the decision in the Mississippi lawsuit as well as California law. After a hearing on these motions on November 20, 2001, the California court denied the motion to dismiss Fibreboard’s claims on the basis of the decision in the Mississippi lawsuit and otherwise stayed the proceeding pending the outcome of the Mississippi suit.

Following the dismissal of the Mississippi lawsuit, on May 10, 2006, the Debtors filed a motion to approve, pursuant to Fed. R. Bankr. P. 9019, an agreement between the Debtors and the defendants in the California Litigation to dismiss the California Litigation and certain claims (as described in the motion) on the terms set forth in an Agreement to Dismiss Suit and Related Claims dated as of May 10, 2006. On June 16, 2006, the Court entered an order approving the settlement with the tobacco defendants to dismiss the California Litigation and related claims.

(d) Greenburg Class Action Securities Litigation

On or about January 27, 2003, certain of the Company’s current and former directors and officers were named as defendants in a lawsuit captioned Robert Greenburg, et al. v. Glen Hiner, et al. in the United States District Court for the Northern District of Ohio, Western Division. Subsequent to January 27, 2003, three substantially similar actions,

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with named plaintiffs Nicholas Radosevich, Howard E. Leppla, and William Benanchietti, respectively, were filed against the same defendants in the same court. On July 30, 2003, the Court consolidated the four cases under the caption Robert Greenburg, et al. v. Glen Hiner, et al., and appointed as lead plaintiffs JKF Investment Co., Icarus Trading, Inc. and HGK Asset Management. An amended complaint was filed by the plaintiffs on or about September 8, 2003. Owens Corning was not named in the lawsuit. The suit purported to be a class action for securities fraud under sections 10(b) and 20(a) of the Securities Exchange Act of 1934, on behalf of a class comprised of persons who purchased stock of Owens Corning during the period from September 20, 1999, through October 4, 2000. The complaint sought an unspecified amount of damages and/or, where appropriate, rescission. On March 3, 2005, the Court granted the defendants’ motion to dismiss the action, on the grounds that the plaintiffs’ claims are time-barred under the applicable statute of limitations. The plaintiffs filed a notice of appeal of the dismissal to the Sixth Circuit. On February 24, 2006, the Sixth Circuit affirmed the dismissal.

(e) New York Packaging Corp.’s Administrative Claim

New York Packaging Corporation (“NYPC”), a supplier of plastic sheets to certain of the Debtors’ manufacturing facilities, filed a motion for allowance of administrative expense on January 22, 2002. NYPC claimed that the Debtors owed it approximately $1.4 million in connection with an unpaid invoice for the purchase order of plastic sheets placed by the Debtors in or around April 2001. The Debtors filed an objection to the motion on March 25, 2002, wherein they contended that the invoice was incorrect and that the Debtors owe NYPC only $7,154 on account of the order. The parties engaged in discovery and a trial was held before the Bankruptcy Court on January 21, 2003. The primary issues before the Court were (i) whether the purchase order contained an obvious mistake such that the contract should be rescinded or reformed under New York law; (ii) whether the purchase order should be interpreted consistently with the parties’ prior course of dealing in accordance with the Uniform Commercial Code; and (iii) whether Section 503 of the Bankruptcy Code limits NYPC’s claim to the actual value to the Debtors’ Estates.

On April 9, 2003, the Court issued a Memorandum Opinion finding that the purchase order contained an error in the price based upon a mistake of material fact. The Court reformed the contract and modified the price to avoid an unconscionable result. Having found that the Debtors previously paid the sum due, the Court determined that nothing further was owed to NYPC.

(f) Foreland Refining Corporation

Prior to the Petition Date, on or about April 5, 1999, OC and Foreland Refining Corporation (“Foreland”) entered into a Joint Asphalt Production and Marketing Agreement (the “Foreland Agreement”). The Foreland Agreement provided that Foreland would produce certain quantities of asphalt that would be purchased by OC and that Foreland would act as OC’s non-exclusive sales agent for the sale of the asphalt in certain geographic areas, and that OC would market, promote and sell the asphalt in other areas. On the Petition Date, Foreland was in possession of certain asphalt produced by Foreland for OC pursuant to the Foreland Agreement, to which both OC and Foreland claimed title. On or about July 18, 2001, the Debtors and Foreland entered into a Stipulation and Consent Order whereby the parties agreed to the consensual rejection of the Foreland Agreement.

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After the Foreland Agreement was rejected, Foreland continued to sell asphalt product to Debtors. On or about March 6, 2002, Foreland filed an amended application alleging an administrative expense claim for the post-petition delivery of asphalt product to $104,853.93. The Debtors objected to the application. Thereafter, the Debtors and Foreland resolved the dispute and entered into a stipulation whereby Foreland withdrew its applications with prejudice subject to the Debtors payment of $75,000 in full and complete satisfaction of any and all claims asserted by Foreland with respect to the post-petition delivery of asphalt product, but without prejudice to other claims.

OC scheduled a general unsecured (non-priority) claim in favor of Foreland in the amount of $394,107. On August 16, 2001, Foreland filed proof of claim No. 3064 in the amount of $20,365,882.65. Foreland also alleged that the exclusive marketing provisions were an enforceable claim notwithstanding the rejection and gave rise to an administrative claim in excess of $11 million. The Debtors maintained that pursuant to Sections 101(5) and 365(g) of the Bankruptcy Code, the rejection rendered all damages for breach of the Foreland Agreement as general unsecured claims. On September 10, 2003, the Debtors filed an objection to the filed claim together with a counterclaim. On September 3, 2004, the Court granted summary judgment in favor of the Debtors and against Foreland as to the “Production Short Fall” and “Violation of Exclusive Territories Provisions” claims asserted by Foreland. Foreland represented that it intended to pursue an appeal.

On December 31, 2004, the Debtors and Foreland entered a settlement and release as to all remaining issues related to Foreland’s pre-petition claim, its filed proof of claim, its alleged administrative claims and Debtors’ counterclaim. The settlement provided, inter alia, that the filed claim be reduced and allowed as an unsecured, non-priority claim in the amount of $300,000 against OC, which would supersede the scheduled claim, and the counterclaim be deemed withdrawn with prejudice. Additionally the Debtors issued a wire transfer to Foreland in the amount of $100,000. On January 19, 2005, the Debtors filed a motion under Bankruptcy Rule 9019 seeking approval of the settlement and, by Order dated February 24, 2005, the Bankruptcy Court granted the motion.

(g) The ServiceLane Litigation

Owens Corning owns 54% of the stock in SL.com, the parent company of ServiceLane.com, Inc. (“ServiceLane”), an internet-based home repair and remodeling business. SL.com commenced a Chapter 7 bankruptcy case in the United States Bankruptcy Court for the Northern District of Texas, Case No. 01-36045. The Chapter 7 case was closed in July, 2002.

In July, 2001, ServiceLane also commenced a chapter 7 bankruptcy case in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, Case No. 01-36044-HCA-7 (B.J.). The ServiceLane case remains open. In early 2003, the ServiceLane Trustee engaged the counsel representing two former employees of ServiceLane, Michael Burchfield (“Burchfield”) and R.Q. Whitmire (“Whitmire”) to pursue claims on behalf of the ServiceLane estate. On July 24, 2003, Burchfield and Whitmire, along

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with the ServiceLane Trustee, brought suit against Michael H. Thaman (“Thaman”) and Charles W. Stein (“Stein”), OCD officers, who also were directors of ServiceLane, in the United States District Court for the Northern District of Ohio, Western Division. In the complaint, entitled ServiceLane.com, Inc., et al. v. Stein, et al., Case No. 3:03CV7448 (Carr, J.), ServiceLane alleged a breach of fiduciary duty against both Thaman and Stein and Burchfield and Whitmire alleged fraud solely against Stein. Thaman and Stein were represented by their own counsel in this action. This lawsuit has been dismissed.

Prior to this lawsuit, Burchfield and Whitmire each filed a proof of claim against OCD in the Chapter 11 Cases, alleging fraud and misrepresentation, similar to the claim alleged against Thaman and Stein. On September 10, 2003, the Debtors filed the Debtors’ Fourteenth Omnibus (Substantive) Objection to Proofs of Claim filed by Michael Burchfield and R.Q. Whitmire and Counterclaim, objecting to the Burchfield and Whitmire proofs of claim and asserting a counterclaim seeking declaratory relief that neither OCD, nor Thaman and Stein, harmed Burchfield and Whitmire. The objection and counterclaim was assigned Adv. No. 03-55737. On October 10, 2003, Burchfield and Whitmire moved to dismiss Owens Corning’s counterclaim, and the Company filed an opposition to that motion. That motion is pending.

On October 1, 2003, Thaman and Stein filed an adversary action against Burchfield and Whitmire in the Bankruptcy Court, Adv. No. 03-56302, seeking a declaratory judgment that neither Thaman nor Stein engaged in any wrongdoing with respect to Burchfield and Whitmire. Burchfield and Whitmire, individually and on behalf of the ServiceLane estate, counterclaimed, alleging fraud and misrepresentation. Thaman and Stein moved to dismiss this counterclaim. On December 21, 2005, the Bankruptcy Court issued a Memorandum Opinion and entered an Order dismissing all claims derivative of or on behalf of the ServiceLane estate with prejudice. With respect to the allegations of liability to Burchfield and Whitmire individually for the alleged fraud by Stein, the Bankruptcy Court found that the complaint “barely” met the pleading requirements of Rule 9(b) of Fed R. Civ. P. and denied the motion to dismiss on the claim without prejudice as to dispositive motions after discovery.

In October, 2005 the ServiceLane Trustee moved to abandon ServiceLane’s claims against Owens Corning, Thaman and Stein. Owens Corning objected and offered to acquire those claims in order to extinguish them. Burchfield and Whitmire asked the Texas Bankruptcy Court to assign the estate’s claims to them. After a hearing in December, 2005, the Texas Bankruptcy Court authorized the requested abandonment.

Owens Corning believes the remaining claims asserted by Burchfield and Whitmire are without merit.

(h) The New York Action

On or about September 2, 2003, certain of the Company’s current and former directors and officers were named as defendants in a lawsuit captioned Kensington International Limited, et al. v. Glen Hiner, et al. in the Supreme Court of the State of New York, County of New York, Index No. 602748/03 (the “New York Action”). OCD is not named in the lawsuit. The suit, which was brought by Kensington International Limited (“Kensington”) and Springfield Associates, LLC (“Springfield”), two assignees of lenders under the 1997 Credit Agreement, alleges causes of action (1) against all defendants for breach of fiduciary duty, and

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(2) against certain defendants for fraud in connection with certain loans made under the 1997 Credit Agreement. The complaint seeks an unspecified amount of damages. On October 6, 2003, the Debtors filed in the United States Bankruptcy Court for the District of Delaware, Adv. No. A-03-56359 (JKF), a Complaint for Temporary Restraining Order, Preliminary Injunction and Enforcement of the Automatic Stay, requesting a preliminary injunction against further prosecution of the suit until after confirmation of a plan of reorganization for the Debtors. By Order of the Bankruptcy Court entered May 3, 2004, the New York Action was preliminarily enjoined, with limited exceptions, until the earlier of the entry of an order confirming a plan of reorganization for the Debtors or further order of the Court.

On January 11, 2005, the Bankruptcy Court entered a further Consent Order enjoining the New York Action until the entry of an Order confirming a plan of reorganization, subject to the following exceptions: (1) Kensington and Springfield were permitted to amend their Complaint to add and serve certain additional defendants; (2) any defendant could respond to the Complaint, including by way of motion to dismiss, to which Kensington and Springfield could respond; and (3) the Supreme Court of the State of New York could rule upon any outstanding motion to dismiss. Following such a ruling the parties are to report the outcome to the Bankruptcy Court.

No new defendants were added to the New York Action. On February 7, 2005, all defendants filed a joint motion to dismiss, to which Kensington and Springfield responded. A hearing on the motion to dismiss was held on May 2, 2005. No decision has been issued.

OCD believes that the claim is without merit.

(i) Proposed Class Action Relating to MiraVista® Roofing Products

From 1996-2002, OCD manufactured and distributed specialty roofing products under the name MiraVista®. In response to the April 15, 2002 bar date, 12 proofs of claim were filed alleging product defects and resulting damages. Three of those 12 proofs of claim were brought by individuals acting for themselves and as representatives of a purported class of all purchasers of MiraVista® roofing products. The aggregate amount of their claims was $275 million although the claimants have stated in pleadings filed with the Bankruptcy Court that their claims total approximately $80 million. Claimants thereafter filed a motion for certification of a class of all pre-petition purchasers on April 2, 2004. In July of 2004, plaintiffs, in an already pending class action in California state court, amended their complaint to include claims against OCD arising from the purchase of MiraVista® products after the Petition Date. The complaint against OCD was removed from California state court to federal bankruptcy court in California. The matter was then transferred to the Bankruptcy Court. Both actions allege that MiraVista® products had an undue tendency to lift, warp and curl, break off and slide out of place, crack, leak, and/or discolor, resulting in inter alia weather damage to roofing paper, fasteners, flashing, underlayment, and wood substrate.

OCD believes that it has substantial defenses as to both the merits of the plaintiffs’ claims and the propriety of class certification. Nonetheless, because class action litigation is costly and the results are difficult to predict, OCD has agreed, in principle, to enter into a settlement. The parties are in the process of drafting the settlement agreement, including

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the proposed plan of distribution and eligibility criteria for compensable claims. When the settlement documents are finalized (the “MiraVista Class Action Settlement Agreement”), they will be presented to the Bankruptcy Court and/or District Court for approval under Bankruptcy Rule 9019 and Rule 23 of the Federal Rules of Civil Procedure as made applicable by Bankruptcy Rule 7023. As part of the notice process, class members will be permitted to opt out of the class settlement and pursue their claims individually. If the settlement class and notice procedures are approved, a fairness hearing will likely be conducted in the Fall of 2006. In its current form, the settlement will require OCD to pay $11 million in exchange for a release of all claims and potential claims by members of the proposed settlement class (“Settlement Class Members”). Under the MiraVista Class Action Settlement Agreement, OCD will have the right to withdraw from the settlement after the notice to the class upon the occurrence of certain conditions specified therein.

The Settlement Class Members are alleged to consist of persons whose claims arose both prepetition and postpetition, but the MiraVista Class Action Settlement Agreement would provide the same treatment for all Settlement Class Members. If the MiraVista Class Action Settlement Agreement is approved, some Settlement Class Members might receive treatment different than that which they would otherwise receive under the Plan. If (1) the MiraVista Class Action Settlement Agreement is approved under Bankruptcy Rule 9019, (2) the settlement is approved at the fairness hearing, and (3) OCD does not withdraw from the settlement, all class members who do not opt out of the class will be treated as provided in the MiraVista Class Action Settlement Agreement in the form approved at the fairness hearing. If the MiraVista Class Action Settlement Agreement is not approved or OCD withdraws from the settlement, Settlement Class Members will receive the treatment provided under the Plan, which includes OCD’s right to object to the Allowance of Claims.

If the settlement agreement is not consummated, OCD reserves the right to enter into a further settlement agreement, subject to the approval of the Bankruptcy Court, before or after the Confirmation Date or the Effective Date. Such an agreement would be a MiraVista Class Action Settlement Agreement under the Plan and would be treated under the Plan exactly as would the settlement agreement currently under discussion.

The distributions under the MiraVista Class Action Settlement Agreement are presently designed to occur independently of the distributions under the Plan. Provided the MiraVista Class Action Settlement Agreement receives the required court approvals and becomes effective, notwithstanding any provision to the contrary in the Plan or Confirmation Order, the provisions of the MiraVista Class Action Settlement Agreement shall govern matters covered by the settlement.

THE CHAPTER 11 CASES ARE ONGOING AND PARTIES WHO DESIRE CURRENT INFORMATION ON EVENTS WHICH MAY AFFECT THESE CASES SHOULD REGULARLY REVIEW THE DOCKETS AND PLEADINGS, WHICH ARE AVAILABLE FROM THE BANKRUPTCY COURT AND THE DISTRICT COURT, CONSULT WITH THEIR COUNSEL AND/OR ATTEND OR PARTICIPATE IN HEARINGS SCHEDULED IN THE CHAPTER 11 CASES, EITHER IN PERSON OR TELEPHONICALLY.

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G. Avoidance Actions In the Chapter 11 Cases

1. General Background

The Bankruptcy Code creates certain “avoidance actions” which a debtor-in-possession or a trustee may pursue on behalf of the bankruptcy estate to recover funds transferred prior to and, in certain circumstances, after the filing of a debtor’s bankruptcy petition. Included among such avoidance actions are “preferences” and “fraudulent conveyances.”

Preferences. Pursuant to the Bankruptcy Code, a debtor may recover (or “avoid”) as “preferential” payments of funds and other transfers of property that were (a) made to or for the benefit of a creditor, (b) made while the debtor was insolvent, (c) made on account of pre-existing debts and (d) made during the ninety (90) days immediately prior to the debtor’s bankruptcy filing, but only to the extent such payment or transfer permitted the recipient to receive more than it would have received if (i) the transfer had not been made, (ii) the debtor had been liquidated under Chapter 7 of the Bankruptcy Code and (iii) the transferee was paid in accordance with applicable bankruptcy law. The ninety (90) day recovery period is extended to one year if the recipient of the preferential transfer is an “insider” of the debtor.

There are various defenses to preference actions. For example, transfers made in the ordinary course of the debtor’s and the transferee’s businesses, and made in accordance with ordinary business terms, may not be avoidable. Similarly, a transferee that extended credit subsequent to its receipt of an otherwise preferential transfer (and prior to the commencement of the debtor’s bankruptcy case) for which the transferee was not repaid, is entitled to an offset/credit against an otherwise avoidable preference for the amount of such new value provided.

Fraudulent Conveyances. Under Sections 548 and 544 of the Bankruptcy Code and under various state laws, a debtor may recover, on a “fraudulent conveyance” theory, transfers of property made while the debtor was insolvent or which rendered the debtor insolvent if and to the extent the debtor received less than reasonably equivalent value for such transfer. A debtor also may be able to recover, as a fraudulent conveyance, transfers made with the actual intent to hinder, delay or defraud creditors.

2. Description of Avoidance Actions During Chapter 11 Cases

In accordance with their duties as debtors-in-possession, the Debtors undertook a review to determine the extent to which avoidance actions existed on behalf of their estates. The Debtors shared the results of their review with the Committees and the Future Claimants’ Representative and discussed with them what avoidance actions should be commenced. The Debtors, the Committees and the Future Claimants’ Representative generally agreed that the Debtors would (a) pursue actions against non-key vendors that received potential preferential transfers in the aggregate amount of $200,000 or more, to the extent tolling agreements could not be obtained, (b) obtain tolling agreements with each of their outside professionals that received potentially preferential payments exceeding $200,000, and (c) obtain tolling agreements from each of their present and former officers who received more than $200,000 of so-called “CIP” and/or “OSIP” incentive payments in September 2000. With the

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exception of three non-key vendors, the Debtors obtained each of the referenced tolling agreements. The Debtors commenced preference actions against the three vendors that did not execute tolling agreements, as described below.

An intercompany tolling agreement was also executed between and among each of the Debtors and their Non-Debtor Subsidiaries. Such tolling agreement expires thirty (30) days after the effective date of a plan of reorganization.

Because not all parties agreed as to which actions should be brought or which party should bring certain avoidance actions, the Unsecured Creditors’ Committee, the Future Claimants’ Representative and the Official Representatives filed motions to prosecute certain avoidance actions on behalf of the Debtors’ estates.

(a) The Future Claimants’ Representative’s Motion

On September 6, 2002, the Future Claimants’ Representative filed a motion (the “Future Claimants’ Motion”) for an order authorizing the Future Claimants’ Representative (either alone or in combination with the other creditor constituencies) to commence certain avoidance actions on behalf of the Debtors’ Estates under Sections 544, 545, 547, 548 and/or 553 of the Bankruptcy Code. The Future Claimants’ Representative sought to bring avoidance actions against, among other parties, certain (i) trade vendors and outside professionals retained by the Debtors, and (ii) law firms holding NSP-related funds pursuant to the NSP Agreements. The Asbestos Claimants Committee joined in the Future Claimants’ Motion.

(b) The Unsecured Creditors’ Committee Motion

On September 10, 2002, the Unsecured Creditors’ Committee filed a motion (the “Unsecured Committee Motion”) for an order authorizing it to commence the following avoidance actions on behalf of the Debtors’ Estates:

(i) an action under Sections 547 and 550 of the Bankruptcy Code seeking the return of approximately $115 million in preferential transfers made to NSP claimants and their law firms during the 90 days prior to the Petition Date;

(ii) an action under Sections 547 and 550 of the Bankruptcy Code seeking the return of approximately $290 million in preferential transfers made to NSP executive committee members and the NSP claimants represented by those members between approximately March 2000 and the Petition Date;

(iii) an action under Sections 547 and 550 of the Bankruptcy Code seeking the return of payments made to the Debtors’ officers and directors within one year prior to the Petition Date (which included mid-year bonuses based on performance during the first six months of 2000);

(iv) an action under Sections 548, 544 and 550 of the Bankruptcy Code seeking the return of approximately $700 million in cash transferred by OCD and/or Fibreboard into the accounts of certain law firms participating in the NSP; and

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(v) an action under Sections 548, 544 and 550 of the Bankruptcy Code seeking to avoid obligations incurred, and the return of funds transferred, by OCD pursuant to some or all NSP Agreements which OCD entered into after January 1, 2000 and agreements entered into earlier but allegedly converted or accelerated as a result of OCD’s financial difficulties.

On September 17, 2002, the Unsecured Creditors’ Committee filed a joinder and response to the Future Claimants’ Motion, seeking authority to prosecute the claims identified in the Future Claimants’ Motion, either with the Future Claimants’ Representative, or independently, if the Future Claimants’ Representative did not prosecute the claims.

The Debtors filed a response to the Unsecured Committee Motion, in which the Debtors asked the Bankruptcy Court to deny the motion on several grounds. Among other things, the Debtors stated that they were actively pursuing tolling agreements with the NSP firms specified in the Unsecured Committee Motion and, if the Debtors were able to obtain tolling agreements, the Unsecured Committee Motion would be largely mooted. Further, the Debtors requested that the Unsecured Committee Motion be denied on substantive grounds because the Unsecured Creditors’ Committee had not met its burden of establishing that the claims it sought to assert were colorable.

Waters & Kraus LLP (“W&K”) also filed a response in opposition to the Unsecured Committee Motion.

W&K has contested the claims on the grounds that the administrative deposit held by W&K came exclusively from the Fibreboard Insurance Settlement Trust under the NSP and that the Fibreboard Insurance Settlement Trust is an independent legal entity, separate from the Debtors. Therefore, W&K asserts that the property of the Fibreboard Insurance Settlement Trust was not property of Fibreboard on the Petition Date. Accordingly, W&K believes that the Debtors lack standing to pursue recovery of the administrative deposit held by W&K. As noted above, W&K made post-petition distributions from Administrative Deposits that it held in the amount of approximately $11.6 million without obtaining authorization from the Bankruptcy Court. W&K executed a tolling agreement and no action has been filed against W&K as of the date of this Disclosure Statement.

Under the Plan, all Avoidance Actions are tolled and stayed pending Plan confirmation, and shall be dismissed with prejudice on the Effective Date under the Plan unless otherwise provided for in Schedule XIV of the Plan with the agreement of the Debtors, the Asbestos Claimants’ Committee and Future Claimants’ Representative.

(c) The Official Representatives’ Motion

On September 11, 2002, the Official Representatives filed a motion for an order authorizing them to commence the following avoidance actions on behalf of the Debtors’ Estates in addition to the actions sought to be asserted by the Unsecured Committee’s Motion (the “Official Representatives’ Motion”):

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(i) a fraudulent conveyance action pursuant to Section 544 of the Bankruptcy Code to avoid and set aside OCD’s acquisition of Fibreboard’s capital stock and related transactions. The Official Representatives sought recovery of the property transferred or the value of such property for the benefit of the Debtors’ estates and for creditors, as well as other relief, including realignment of the allocation of the purported asbestos liabilities of the Debtors as between Fibreboard and its pre-acquisition affiliates, on the one hand, and the rest of the Debtors, on the other;

(ii) a fraudulent conveyance action pursuant to Section 544 of the Bankruptcy Code to avoid and set aside the claims of the Bank Holders against the Debtors and their Non-Debtor Subsidiaries under Subsidiary Guarantees supporting the Pre-petition loans made by the Bank Holders to certain of the Debtors or, alternatively, to equitably subordinate such claims; and

(iii) a fraudulent conveyance action pursuant to Sections 544 and 548 of the Bankruptcy Code to avoid dividends paid to the Debtors’ shareholders between 1996 and 2000, and to recover such dividends for the Debtors’ Estates.

(d) Subsequent Developments Relating to Motions Concerning Avoidance Actions

On September 20, 2002, several days before the hearing on the above-described motions and the expiration of the statute of limitations, the Third Circuit (in Official Comm. v. Chinery (In re Cybergenics Corp.), 304 F.3d 316 (3d Cir. 2002) reh’g en banc granted, op. vacated, 310 F.3d 785 (3d Cir. 2002), rev’d en banc, 330 F.3d 548 (3d Cir. 2003) determined that official creditors’ committees in Chapter 11 cases cannot properly bring avoidance actions on behalf of a debtor and that such actions can only be prosecuted by a debtor-in-possession or trustee (the initial opinion, which was vacated and ultimately reversed, the “Cybergenics I Decision”).

At a hearing held on September 24, 2002, the Bankruptcy Court, in accordance with the Cybergenics I Decision, denied the motions of the Future Claimants’ Representative, the Unsecured Creditors’ Committee and the Official Representatives to assert avoidance actions on behalf of the Debtors’ Estates. By Order dated September 25, 2002, the Bankruptcy Court ordered that the Debtors file by September 27, 2002 a statement as to which Avoidance Actions they would not commence. It was further ordered that the Unsecured Creditors’ Committee and any other interested party inform the Bankruptcy Court on October 1, 2002, based on the Debtors’ September 27th statement: (i) whether it believed that the Debtors were unreasonably refusing to pursue any cause of action; and (ii) whether, as a result, such party sought the appointment of a trustee with special powers to bring any such avoidance action on behalf of the Estates.

The Court’s September 25, 2002 Order also provided that, in the event any party believed the Debtors were unreasonably refusing to commence any Avoidance Action, a hearing would be held on October 3, 2002, to consider whether a “special trustee” should be appointed to commence such action on behalf of the Estates. The Bankruptcy Court noted that it would not permit actions to be filed to recover settlement payments made to individual asbestos claimants on any legal theory. The Bankruptcy Court also required the Debtors to obtain any tolling agreements by noon on October 3, 2002.

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In accordance with the Bankruptcy Court’s September 25, 2002 Order, the Debtors sent a letter to the Bankruptcy Court on September 27, 2002, which set forth their view that the alleged Avoidance Actions identified by the Unsecured Creditors’ Committee should not be brought. Such letter concluded that, if the Bankruptcy Court were to find that the Unsecured Creditors’ Committee’s proposed Avoidance Actions stated a colorable claim as to particular NSP payments, the Debtors would file actions against named NSP firms that did not sign a tolling agreement.

By Order dated October 2, 2002, the Bankruptcy Court (i) directed the Debtors to obtain valid and enforceable tolling agreements from certain specified law firms, (ii) directed the Debtors to commence an avoidance action against any NSP law firm that had not executed a tolling agreement, (iii) directed the Debtors to commence appropriate actions against any asbestos plaintiff as to whom an NSP law firm failed to produce, prior to the payments, sufficient evidence that the plaintiff had satisfied the conditions precedent to the payment, unless a tolling agreement had been obtained, and (iv) canceled the hearing scheduled for October 3, 2002.

On November 18, 2002, the Third Circuit vacated the September 20, 2002 opinion and judgment in Cybergenics and granted rehearing en banc. On May 29, 2003, the Third Circuit, en banc, held that “bankruptcy courts can authorize creditors’ committees to sue derivatively to avoid fraudulent transfers for the benefit of the estate.”

3. Commencement of Avoidance Actions

(a) Dividend Action

On October 2, 2002, the Debtors filed a class action complaint with the Bankruptcy Court pursuant to Sections 105, 544, 548 and 550 of the Bankruptcy Code, Sections 2201(a) and 2202 of Title 28 of the United States Code and Bankruptcy Rules 7001 and 7023, against certain shareholders of OCD common stock who had each received at least $100,000 in total dividends from June 1996 through the Petition Date, seeking the return of up to approximately $62 million (the “Dividend Action”). The Debtors’ complaint sought (i) a determination that the dividend payments constituted fraudulent transfers pursuant to bankruptcy and state law and were therefore voidable and (ii) the recovery of such transfers, or the value thereof, together with interest.

(b) Bank of America Action

On October 2, 2002, the Debtors filed a complaint against Bank of America Corp. with the Bankruptcy Court pursuant to Sections 105, 544 and 550 of the Bankruptcy Code, Sections 2201(a) and 2202 of Title 28 of the United States Code and Federal Rule of Bankruptcy Procedure 7001 seeking (i) a determination that the repayment of approximately $133 million of debt of Fibreboard to Bank of America Corp. in connection with the acquisition of Fibreboard was a fraudulent transfer and was therefore voidable and (ii) recovery of such transfer or the value thereof, with interest (the “Bank of America Action”).

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(c) Guarantee/Bank Holders Action

On October 3, 2002, the Debtors and certain Non-Debtors filed a complaint against the Bank Holders with the Bankruptcy Court entitled Owens Corning, et al. v. Credit Suisse First Boston, et al., A-02-5829, (i) to avoid the fraudulent incurrence of the obligations under the Subsidiary Guarantees; (ii) in the alternative, for declaratory relief to limit and determine respective amounts of such obligations; (iii) to avoid and recover preferential transfers; and (iv) to determine the allowed amount of claims of the Pre-petition Agent and certain lenders party to the 1997 Credit Agreement. The plaintiffs argued that, given the opinion in Official Committee of Asbestos Personal Injury Claimants v. Sealed Air Corporation (In re: W.R. Grace & Co.), 281 B.R. 852 (D. Del. 2002) (“Grace” or “Sealed Air”) and the latency periods inherent in the continuing development of asbestos-related personal injuries, the entities subject to such asbestos-related claims may have been insolvent far earlier than previously understood and earlier than the entities themselves reasonably believed. The plaintiffs accordingly asserted, among other things, that (i) the Subsidiary Guarantors were insolvent or became insolvent and/or had unreasonably small capital in relation to their business or the transaction at the time or as a result of the guaranteed obligations incurred within a year of the Petition Date; (ii) within a year before the Petition Date, each Subsidiary Guarantor incurred guaranteed obligations for which they received less than reasonably equivalent value; and (iii) the obligations at issue could be avoided under applicable state law, including the Uniform Fraudulent Conveyance Act and the Uniform Fraudulent Transfer Act. In addition, the Debtors sought avoidance and recovery of transfers of certain payments made by OC during the 90-day period prior to the Petition Date to the Pre-petition Agent as “preferences” under Sections 547 and 550 of the Bankruptcy Code.

(d) Fibreboard Shareholders Action

On October 3, 2002, OCD and Fibreboard filed a class action complaint with the Bankruptcy Court seeking a determination that the tender offer and payment by OCD of up to approximately $515 million to Fibreboard’s shareholders, through its wholly-owned subsidiary Sierra Corporation, for the acquisition of Fibreboard were fraudulent transfers pursuant to Section 544 of the Bankruptcy Code and applicable state law and seeking recovery of payments to those shareholders who received $198,000 or more (the “Fibreboard Shareholders Action”). OCD and Fibreboard sought to recover these transfers or their value pursuant to Section 550 of the Bankruptcy Code. In applying the rationale set out in the Sealed Air decision discussed above, OCD and Fibreboard asserted that OCD and Sierra Corporation were insolvent at the time of, or were rendered insolvent by, and/or had unreasonably small assets or capital in relation to their business or the transaction at the time or as a result of the tender offer or payment for the acquisition of Fibreboard, and Fibreboard was also insolvent at that time. OCD and Fibreboard accordingly asserted that the tender offer and payments at issue were voidable as fraudulent transfers by OCD and should be avoided pursuant to Section 544 of the Bankruptcy Code and applicable law, including the Uniform Fraudulent Conveyance Act and the Uniform Fraudulent Transfer Act.

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(e) NSP Actions and Tolling Agreements

The Debtors executed tolling agreements with approximately 104 of the approximately 115 law firms that entered into NSP or non-NSP Agreements with the Debtors on behalf of claimants asserting asbestos-related personal injury or wrongful death claims.

With respect to those law firms that did not sign tolling agreements, on October 4, 2002, OCD, Fibreboard and Integrex filed 11 complaints with the Bankruptcy Court, pursuant to Sections 544, 548 and 550 of the Bankruptcy Code, Sections 2201(a) and 2202 of Title 28 of the United States Code and Federal Rule of Bankruptcy Procedure 7001 (“NSP Actions”). These complaints sought declaratory relief determining, among other things, whether (i) the NSP Agreement with each respective defendant was a valid agreement enforceable in accordance with its terms, subject to applicable bankruptcy law; or (ii) the NSP payments made to each respective defendant were avoidable or recoverable as fraudulent transfers under applicable state and federal fraudulent conveyance law.

These complaints were filed as declaratory judgment actions to preserve certain allegations asserted by the Unsecured Creditors’ Committee, but that do not reflect the views of the Debtors. In light of the Cybergenics I Decision, the Unsecured Creditors’ Committee was named as a defendant in each of these actions to make it a party to permit it to present its own position on the allegations.

On or before September 29, 2003, similar lawsuits were brought against 5 additional law firms whose tolling agreements were about to expire. The Unsecured Creditors’ Committee was named as a defendant in all such lawsuits, solely with respect to the declaratory relief sought. During the first quarter of 2004, the lawsuit against one of the law firms was dismissed with consent of the Unsecured Creditors Committee and Bankruptcy Court approval. The Debtors requested a stay of the litigation pending the determination of the disposition of such litigation under the plan of reorganization. Pursuant to Court Order, the litigation has been stayed until August 31, 2006. On October 3, 2005, the Debtors brought additional adversary actions against Gertler, Gertler, Vincent & Ploktin, LLP, et al. and Murray Law Firm, et al. These two defendants, which had signed previous tolling agreements, were located in Louisiana and could not be contacted to extend the tolling agreements because of Hurricane Katrina. The Debtors moved to stay the Gertler and Murray adversary actions, so that the stay of the adversary actions would be consistent with the stay currently in place as to the other adversary actions, i.e., until August 31, 2006.

(f) Third-Party Preference Actions

The Debtors identified (i) approximately 44 non-affiliated parties that received potential preferences under Section 547 of the Bankruptcy Code, exceeding a threshold amount of $200,000; (ii) 12 present and former officers that received certain incentive payments exceeding a threshold of $200,000 in the aggregate per officer, in September 2000; (iii) one director that received a pre-petition pension payment in September 2000; and (iv) a joint venture affiliate of OC that received approximately $3.8 million in the one-year period prior to the commencement of the Chapter 11 proceedings. The Debtors executed tolling agreements with approximately 54 of the parties mentioned above, including some present and former

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officers, the director and the affiliate of OC. The officers and directors who executed tolling agreements each received amounts in excess of $200,000 in supplemental compensation within 90 days of the Petition Date; the Unsecured Creditors’ Committee has alleged that such payments are either preferences or fraudulent conveyances.

Between September 30, 2002 and October 2, 2002, the Debtors commenced actions against three vendors who had not executed tolling agreements, seeking the return of potential preferential funds received by those parties in an amount totaling approximately $1.2 million.

The Debtors do not currently believe that the likely realizable value of pursuit of any of these actions described in (a) through (f) above is sufficiently great to materially enhance the distributions to creditors or influence a decision to vote to accept or reject the Plan. Pursuant to the Plan, all Avoidance Actions and other rights of action that have been brought by or on behalf of the Debtors shall also be dismissed with prejudice on the Effective Date, other than such actions which are specifically preserved under the Plan, unless otherwise provided for with the agreement of the Debtors, the Asbestos Claimants’ Committee and Future Claimants’ Representative in Schedule XIV of the Plan, which may be filed up to ten (10) business days prior to the Objection Deadline. Material Rights of Action will be retained and vest in the Reorganized Debtors unless specifically released by inclusion in Schedule XIII of the Plan.

Unless listed on Schedule XIV of the Plan, which may be filed up to ten (10) business days prior to the Objection Deadline, the Plan would release all Avoidance Actions. The Plan Proponents have not made a final determination whether to pursue pending or tolled Avoidance Actions, but presently do not intend to pursue any such actions. The Plan Proponents retain the right to release any such actions if, consistent with the Debtors’ business judgment, the pursuit of such actions does not provide a material enhancement of distributions to creditors commensurate with the time, expense and disruption in pursuing such actions or is not otherwise in the best interests of the Debtors’ estates.

(g) Turnover Action

On October 2, 2002, the Debtors commenced an action against The Northern Trust Company, styled Owens Corning v. The Northern Trust Company, Adv. No. 02-5818, seeking the turnover of approximately $65,400 that the Debtors believed had been improperly retained by the bank in October 2000, or improperly charged against Owens Corning’s account, due to certain banking errors. Further investigation revealed that the bank’s actions were largely appropriate, and the parties entered into a stipulation, approved by Bankruptcy Court Order entered August 23, 2005, that (a) required The Northern Trust Company to pay OCD $2,993.04 plus certain interest and (b) permitted The Northern Trust Company to retain the balance of the funds at issue.

4. Events Subsequent to Filing of Avoidance Actions

On October 16, 2002, the Debtors filed in each of the Avoidance Actions discussed above a Motion for Order Staying Adversary Actions Pending Introduction and Confirmation of Plan of Reorganization (the “Stay Motion”). In the Stay Motion, the Debtors

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asserted that staying the Avoidance Actions would (a) permit the Debtors and creditor constituencies to focus attention and resources on creating a consensual plan of reorganization, (b) allow the creditor constituencies to participate in the decision regarding whether and to what extent these claims are litigated and (c) maximize the efficient use of judicial and Debtor resources. Certain parties filed objections to the Stay Motion, including, among others, the Official Representatives, and CSFB, as Agent for the Bank Holders.

On January 13, 2003, the Bankruptcy Court entered an Order that stayed the Avoidance Actions until January 27, 2003 (with the exception of service of process). By further Orders of the Bankruptcy Court, the stay was further extended. Currently, the Avoidance Actions are stayed until August 31, 2006. Under the Plan, consistent with the Settlement Term Sheet, all Avoidance Actions are tolled and stayed pending Plan confirmation, and will be dismissed with prejudice on the Effective Date under the Plan unless otherwise provided for with the agreement of the Debtors, the Asbestos Claimants’ Committee and Future Claimants’ Representative.

(a) The Guarantee/Bank Holders Action, the Amended Cybergenics Motion and the Subordination Action

On November 7, 2002, the Official Representatives filed a cross-motion to intervene in the Bank Holders Action, to which CSFB, as Agent, filed an objection.

Pursuant to Judge Wolin’s Case Management Order, dated December 23, 2002, the reference to the Bankruptcy Court was withdrawn with respect to the Bank Holders Action. In accordance with the terms of the order, on December 31, 2002, the Official Representatives filed an amended motion to intervene and a proposed complaint, which was amended on January 10, 2003. The Debtors and certain non-Debtors filed a partial opposition to the amended motion to intervene. Also on December 31, 2002, the Future Claimants’ Representative and the Asbestos Claimants’ Committee filed motions to intervene. On January 10, 2003, CSFB, as Agent, filed a motion to dismiss the Bank Holders Action, an objection to the Official Representatives’ amended motion to intervene and a memorandum of law. The Debtors filed a memorandum of law in opposition to CSFB’s motion to dismiss on January 16, 2003.

At the request of the Debtors and in an effort to limit the number of issues to be presented at trial, on January 20, 2003, the Future Claimants’ Representative filed a notice of withdrawal of certain counts of its complaint in intervention, but reserved the right to pursue such claims in the future. Although a hearing was scheduled to commence April 2003, it was postponed and no decisions have been issued on any of the pending motions.

On December 5, 2005, the Official Representatives made written demand on the Debtors to vigorously prosecute to conclusion the fraudulent transfer and preference claims asserted in the original Bank Holders Action as modified in a proposed amended complaint (the “Proposed Complaint”). On January 20, 2006, the Official Representatives filed the Motion of the Official Representatives of the Bondholders and Trade Creditors of the Debtors (i) to Amend Prior Motion to Seek (a) Authority to Prosecute Existing Claims and Commence Others on Behalf of the Debtors’ Estates, and (b) Leave to File a Complaint in the Amended Form Annexed, and (ii) For an Order Pursuant to 11 U.S.C. §

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362(d) Modifying the Automatic Stay to the Extent Necessary to Permit the Prosecution of the Claims Asserted in the Proposed Complaint (the “Amended Cybergenics Motion”). The Amended Cybergenics Motion seeks, among other things, to amend the Bank Holders Action in the form of the Proposed Complaint and to permit the Official Representatives to prosecute such complaint on behalf of the estate. The Proposed Complaint would amend the Bank Holders Action to include the following: (1) claims to recover alleged fraudulent transfers to subsidiaries of Owens Corning dating back as far as 1991, and related equitable relief; (2) a request to impose a constructive trust for the benefit of Owens Corning’s estate on the assets transferred by Owens Corning to its subsidiaries as a remedy to address the alleged fraudulent transfers; and (3) claims challenging the validity of the guarantees given by Owens Corning’s subsidiaries under the 1997 Credit Agreement. As part of its proposed amendments to the Bank Holders Action regarding fraudulent transfers and constructive trust, the Official Representatives proposed to add four additional Owens Corning subsidiaries as defendants: OCFT, Integrex, Exterior and Fibreboard.

On February 3, 2006, the Debtors filed a Motion to Refer Bank Adversary Action to the Bankruptcy Court (the “Referral Motion”). This Referral Motion sought to refer the Bank Holders Action back to the Bankruptcy Court. In the Referral Motion, the Debtors assert that the Bankruptcy Court could administer the Bank Holders Action and the issues raised by the Official Representatives as part of the proceedings on confirmation of the Plan. The Official Representatives filed an opposition to this Referral Motion and assert that such issues are properly determined in the separate pending Bank Holders Action.

On March 21, 2006, the Debtors and CSFB each filed an opposition to the Amended Cybergenics Motion, requesting the District Court, or the Bankruptcy Court if the Bank Holders Action is referred back to the Bankruptcy Court, to deny the Official Representatives the right to prosecute the Bank Holders Action on behalf of the estate or to amend the complaint.

Additionally, on January 6, 2006, the Official Representatives filed the adversary proceeding captioned The Official Representatives of the Bondholders and Trade Creditors of Debtors Owens Corning, et al. v. Credit Suisse First Boston, individually and in its capacity as Agent, et al. and IPM, Inc. et al., Adv. Proc. No. 06-50122 (JKF) (the “Subordination Action”) and filed a motion to withdraw the reference to the Bankruptcy Court of the Subordination Action. The Subordination Action contains factual allegations substantially similar to the Proposed Complaint. In the Subordination Action, the Official Representatives seek to equitably subordinate the Bank Holders’ claims against Owens Corning to those of the bondholders and trade creditors, to equitably subordinate in favor of Owens Corning the claims of the Bank Holders against the non-debtor guarantors, and to pierce the corporate veils of Owens Corning’s non-Debtor guarantor subsidiaries, IPM, OC Sweden and Vytec, to make the assets of those subsidiaries part of Owens Corning’s bankruptcy estate. The theory behind the cause of action to equitably subordinate the claim of the Bank Holders to those of the bondholders and trade creditors is based on the alleged false representations made by certain of the lenders under the 1997 Credit Agreement in OCD’s bond prospectuses that OCD’s bond debt would rank equally and ratably with OCD’s debt under the 1997 Credit Agreement. On March 22, 2006, CSFB filed a Motion to Dismiss the Subordination Action. On March 28, 2006, the Defendant Subsidiaries, joined by OCD, filed a Motion to Dismiss or, in the Alternative, to Stay the Complaint.

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Previously, on February 3, 2006, the Debtors and CSFB had filed separate oppositions to the Official Representatives’ motion seeking withdrawal of the reference. The parties have also asserted differing views on the extent to which the record developed in the substantive consolidation proceedings would need to be supplemented and the extent to which additional discovery would be required to adjudicate the Bank Holders Action and Subordination Action in the separate adversary proceedings. The District Court has not yet ruled on whether to retain the Bank Holders Action or refer it to the Bankruptcy Court and whether to withdraw the reference of the Subordination Action or permit it to be adjudicated by the Bankruptcy Court.

Pursuant to the Settlement Term Sheet, under the Plan, the Bank Holders Action and Subordination Action are stayed pending confirmation and shall be dismissed with prejudice on the Effective Date. This would result in dismissal of the Official Representatives’ Motion, the Amended Cybergenics Motion and any other motions with respect to the prosecution of these actions. Under the Plan, all Avoidance Actions and other causes of action commenced against the Bank Holders shall be released, waived and dismissed with prejudice as of and subject to the occurrence of the Effective Date. Similarly, all Avoidance Actions and other causes of action relating to successor liability and piercing the corporate veil (other than the Integrex Asbestos Personal Injury Claims to the extent preserved under Sections 3.3(c)(ii)(B)(3), 3.3(d)(ii)(B)(3), 3.3(d)(ii)(C)(3), 3.3(e)(ii)(B)(3) and 3.3(c)(ii)(C)(3)) shall be released, waived and dismissed with prejudice as of, and subject to the occurrence of the Effective Date.

(b) The Unsecured Creditors’ Committee Motion to Intervene

On August 5, 2003, the Unsecured Creditors’ Committee filed a motion to intervene as of right as a party plaintiff and to file complaints in the Avoidance Actions involving payments to law firms under NSP Agreements. This Motion also sought to lift the stay applicable to those actions, as well as an order authorizing the Committee to commence actions against all of the law firms with which the Debtors have entered into tolling agreements. The Unsecured Creditors’ Committee also requested a hearing on its motion on shortened notice. The Debtors objected to the Unsecured Creditors’ Committee’s motion to shorten notice on August 18, 2003 and responded to the Unsecured Creditors’ Committee’s motion to intervene on September 9, 2003.

On August 19, 2003, the Bankruptcy Court entered an Order denying the Unsecured Creditors’ Committee’s motion to shorten notice. A hearing was held on the motion to intervene on September 22, 2003, and on September 24, 2003, the Bankruptcy Court entered two Orders addressing the motion. The first Order directed all law firms that had entered into NSP Agreements or non-NSP agreements with the Debtors, and their professionals, to preserve all records related to such NSP Agreements or non-NSP agreements. The second Order authorized the Unsecured Creditors’ Committee, upon filing appropriate motions in the Avoidance Actions involving payments to law firms under NSP Agreements, to intervene in such actions. However, the Order did not authorize the Unsecured Creditors’ Committee to file amended or other complaints in such actions and did not modify the stay in effect with respect to such actions. The second Order also directed the Debtors, on or before September 29, 2003, to either (a) obtain and file new tolling agreements, to the extent necessary, from the appropriate law firms, or (b) commence suits against such law firms. To the extent the Debtors did not obtain tolling agreements or file suits, the Unsecured Creditors’ Committee was authorized by such Order to commence suits against such firms.

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By September 29, 2003, the Debtors entered into approximately 79 new tolling agreements. With respect to those law firms that did not sign new tolling agreements, OCD, Fibreboard and Integrex filed five complaints with the Bankruptcy Court in substantially the same form as the complaints filed on October 4, 2002. See Section V.G.3.e of this Disclosure Statement entitled “NSP Actions, Tolling Agreements, and the Resolution Incorporated in the Plan.” The Unsecured Creditors’ Committee was named as defendant in all such lawsuits, solely with respect to declaratory relief sought. During the first quarter of 2004, the lawsuit against one of the law firms was dismissed with the consent of the Official Committee of Unsecured Creditors and Bankruptcy Court approval. Debtors later requested a stay of the litigation pending its disposition in a plan of reorganization. Pursuant to Bankruptcy Court order, the litigation has been stayed until August 31, 2006.

Under the Plan, all Avoidance Actions are tolled and stayed pending Plan confirmation, and shall be dismissed with prejudice on the Effective Date under the Plan unless otherwise provided for in Schedule XIV of the Plan with the agreement of the Debtors, the Asbestos Claimants’ Committee and Future Claimants’ Representative. The NSP Avoidance Actions are to be released and dismissed (but with respect to W&K, only upon the payment of the W&K Settlement Payment). The release of the NSP Avoidance Actions was part and parcel of the global resolution negotiated by the Asbestos Claimants’ Committee, the Future Claimants’ Representative, representatives of major creditor constituencies, and the Debtors that is embodied in the Plan. The support of the Plan by the Asbestos Claimants’ Committee and the Future Claimants’ Representative is predicated upon the global resolution.

(c) Settlement of Preference Action against A.C. Leadbetter & Son, Inc.

Between September 30, 2002 and October 2, 2002, the Debtors commenced actions against three vendors who had not executed tolling agreements, seeking the return of potentially preferential funds received by those parties in an amount totaling approximately $1.2 million. One of these actions has been settled. By Order entered October 30, 2003, the Bankruptcy Court approved a stipulation between OCD and A.C. Leadbetter & Son, Inc. in Owens Corning v. A.C. Leadbetter & Son, Inc., Adv. No. 02-5810, in which, among other things, (a) OCD agreed to release its preference action against A.C. Leadbetter & Son, Inc., in the amount of $466,749 net of certain “subsequent new value,” and (b) A.C. Leadbetter & Son, Inc. agreed to amend to $0.00 two secured proof of claims against OCD, each in the amount of $657,575.22 plus interest, costs and other charges.

H. Bank Holders Unimpairment Motion

On March 1, 2006, CSFB filed a Motion of Credit Suisse, as Agent, for Order Pursuant to Section 1124 of the Bankruptcy Code to Determine that the Classes of Bank Holders Claims are Unimpaired Under the Plan (the “Unimpairment Motion”). The Unimpairment Motion sought a determination that the Bank Holders will be unimpaired if they receive the treatment provided in the Fifth Amended Plan (which treatment is identical to that in the Plan). On March 22, 2006, an opposition was filed by the Official Representatives. The Debtors filed a

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response in which they asserted that, although they agreed with the underlying premise of the Unimpairment Motion that the Bank Holders are unimpaired, under the Debtors’ previously filed voting procedures motion, the Debtors proposed to solicit votes from the Bank Holders in order to save the Debtors’ estates potentially significant administrative costs, expenses and delay associated with the an unimpairment determination. Prior to the scheduled hearing, an agreement was reached among the Debtors, the Bank Holders and certain other parties to resolve the Unimpairment Motion and consent to a determination that the Bank Holders’ Claims shall be deemed to be unimpaired if they receive the treatment provided in the Unimpairment Motion which was to be incorporated into Section 3.3(b)(ii)(A) of the Fifth Amended Plan (an which treatment is now contained in Section 3.3(b)(ii)(A) of the Plan). On April 7, 2006, the Bankruptcy Court entered an Interim Order Pursuant to Section 1124 of the Bankruptcy Code Determining that Treatment of Bank Claims Pursuant to Section 3.3(b)(ii)(A) of the Proposed Plan Satisfies Bank Claims in Full and Renders Bank Claims Unimpaired Under the Proposed Plan, Thereby Satisfying in Full All Bank Claims in Respect of the Credit Agreement Against the Debtors and Non-Debtors. The Debtors mailed and published a Notice of the Interim Order. Following a hearing on May 10, 2006, the Bankruptcy Court overruled various responses to the Interim Order becoming final and entered the Final Bank Unimpairment Order. As agreed on the record at the May 10, 2006 hearing, in the event of a dispute regarding the final Allowed amount of the Bank Holders Claims or Bank Default Interest and Fee Amount, the fee shifting provision of the Final Unimpairment Order will not apply to the Bankruptcy Court’s resolution of such dispute. Pursuant to the terms of the Final Bank Unimpairment Order, Bank Holders are conclusively presumed to have accepted the Plan in accordance with section 1126(f) of the Bankruptcy Code and will not vote.

I. Agreement Among Major Constituencies and Settlement Term Sheet

As discussed above, on May 10, 2006, the Debtors (subject to approval by the Bankruptcy Court), the Asbestos Claimants’ Committee, the Future Claimants’ Representative, the Official Representatives, the Ad Hoc Equity Holders’ Committee, and the Ad Hoc Bondholders’ Committee executed the Settlement Term Sheet outlining the agreed upon key terms of a revised plan of reorganization, to be proposed by Owens Corning, including the summary of treatment to be provided to the various classes of creditors. These terms are now incorporated in the Plan and described in this Disclosure Statement. The Settlement Term Sheet assumes an enterprise value of Owens Corning of $5.858 billion, and fixes the Class A7 Aggregate Amount at $7 billion. The Settlement Term Sheet further provides that under the Plan, the existing equity of OCD will be extinguished and 131.4 million shares of New OCD Common Stock will be issued. In addition, under the Plan, consistent with the Settlement Term Sheet, on or before the Effective Date, a $2.187 billion Rights Offering and a $1.8 billion Exit Facility shall have each been executed and consummated. The Settlement Term Sheet provides that the Plan must be effective no later than October 30, 2006, or such later date as the Plan Proponents shall unanimously agree.

Additionally, on May 10, 2006, Owens Corning, the Asbestos Claimants’ Committee, the Future Representative and the Supporting Holders entered into the Plan Support Agreement with respect to the summary terms set forth in the Settlement Term Sheet. The Plan Support Agreement provides that the Supporting Holders have agreed to accept the treatment provided for their claims in the Settlement Term Sheet and, subject to the terms of the Plan

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Support Agreement and the Bankruptcy Code, to support a plan of reorganization consistent with the terms of the Settlement Term Sheet. The Plan Support Agreement also provides that Owens Corning and the other Plan Proponents shall prepare all documents needed to effectuate a plan of reorganization consistent with the terms of the Settlement Term Sheet and the Plan Support Agreement. On May 23, 2006, the Debtors filed the PSA Motion with the Bankruptcy Court. The Bankruptcy Court heard arguments on the PSA Motion at a hearing on June 19, 2006, and, at a hearing on June 23, 2006, approved the motion in a bench ruling. The Bankruptcy Court entered a final order approving the PSA Motion on June 29, 2006.

Consistent with the terms of the Settlement Term Sheet, on May 10, 2006, Owens Corning and J.P. Morgan executed the Equity Commitment Agreement, subject to Bankruptcy Court approval. The Equity Commitment Agreement contemplates the Rights Offering, whereby holders of eligible Class A5 Claims, Class A6-A Claims and Class A6-B Claims would be offered the opportunity to subscribe for up to their pro rata share of 72,900,000 shares of the New OCD Common Stock at a purchase price of $30.00 per share. The Equity Commitment Agreement provides for the Investor to purchase a number of shares of New OCD Common Stock equal to 72,900,000 minus the number of shares of New OCD Common Stock properly subscribed for pursuant to the Rights Offering on or before its expiration. The Equity Commitment Agreement provides for the Investor to receive a backstop fee of $100,000,000 (the “Backstop Fee”) from Owens Corning following approval of the Equity Commitment Agreement by the Bankruptcy Court in consideration of, among other things, the backstop commitment of the Investor through the Termination Date (October 31, 2006, unless extended up to December 15, 2006) to purchase any and all shares not properly subscribed for under the Rights Offering prior to its expiration. If, prior to October 30, 2006, the Debtors’ Plan Co-Proponents, the Asbestos Claimants’ Committee and the Future Claimants’ Representative, request that the Debtors seek, or consent to, the extension of the term of the Equity Commitment Agreement, or the Plan Support Agreement, from October 30, 2006 to December 15, 2006 pursuant to the terms and conditions of such agreements, then the Debtors have agreed to do so in accordance with such agreements. The Equity Commitment Agreement may be terminated by J.P Morgan if, among other things, it has not been approved by the Bankruptcy Court by June 30, 2006. A copy of the Equity Commitment Agreement is attached as Exhibit O to the Plan.

On May 23, 2006, the Debtors filed a Motion for an Order Pursuant to Sections 105(a), 363(b), and 1125(e) of the Bankruptcy Code (A) for Authority to Enter Into Equity Commitment Agreement, Pay Associated Fee and Expenses, and Furnish Related Indemnities and (B) Approving Related Syndication Agreement (the “ECA Motion”) with the Bankruptcy Court. After hearings on June 23 and 29, 2006, the Bankruptcy Court approved the ECA Motion in an Order Pursuant to Sections 105(a), 363(b), and 1125(e) of the Bankruptcy Code (A) Authorizing the Debtors to Enter into Equity Commitment Agreement, Pay Associated Fees and Expenses, and Furnish Related Indemnities and (B) Approving Related Syndication Agreement (the “ECA Approval Order”). Pursuant to the ECA Approval Order, before payment of the Backstop Fee, the Debtors shall have filed on or before July 7, 2006, copies of the Collars and the Investor Registration Rights Agreement approved by the Asbestos Claimants’ Committee and Future Claimants’ Representative and signed by the Company and the parties thereto, as well as the form of the Trust Registration Agreement. These documents were filed on July 7, 2006.

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To facilitate the Rights Offering, on June 8, 2006, the Debtors filed a Motion for Order Approving the (A) Rights Offering Subscription Procedures; (B) Form of Certain Subscription Documents; (C) Fixing of Rights Participation Amounts; and (D) Supplementation of the Plan Voting/Solicitation Procedures. Several objections have been filed to this motion. A hearing on the motion is scheduled for July 10, 2006.

The Plan provides, as contemplated by the Settlement Term Sheet, that prior to the occurrence of the Effective Date, the Debtors shall have entered into and shall have credit availability under the Exit Facility in an amount sufficient to meet the needs of the Reorganized Debtors, as determined by the Plan Proponents. The Settlement Term Sheet contemplates that the amount drawn under the exit facility as of the Effective Date would be $1.8 billion. In furtherance of the Debtors’ efforts to secure appropriate exit financing at soon as practicable, on June 29, 2006, the Debtors filed a Motion For an Order Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code for Authority to (A) Enter Into the Senior Credit Facilities Commitment Letter, Fee Letters, and Engagement Letter, and (B) to Pay Associated Fees and Expenses, and (C) Furnish Related Indemnities (the “Exit Facility Motion”) with the Bankruptcy Court. Pursuant to the underlying Senior Credit Facilities Commitment Letter (the “Commitment Letter”), Citigroup Global Markets Inc. (“Citigroup”), Bank of America, N.A. and Banc of America Securities LLC (collectively, “BofA”, and collectively with Citigroup, the “Commitment Parties”) have undertaken, subject to the approval of the Bankruptcy Court, definitive credit documentation and the other terms and conditions therein, provide the Debtors with post-emergence financing, consisting of a $1.4 billion term loan facility (the “Term Facility”) and a $1.0 billion revolving credit facility (the “Revolving Facility”, together with the Facility, the “Exit Facility”). Additionally, the Exit Facility Motion seeks authority to enter into an Engagement Letter (the “Engagement Letter”), that would provide the Debtors with the capability to undertake one or more securities offerings (collectively, the “Securities Offerings”) within six months after the Debtors’ exit from bankruptcy.

The Debtors contemplate that the Exit Facility shall close and initially fund on the Effective Date, and that the proceeds of the Exit Facility shall be used to fund, among other things, certain distributions provided under the Sixth Amended Plan, potentially including payment of the Contingent Note. Consistent with the economic assumptions set forth in Appendix I to the Disclosure Statement, it is also contemplated that, as of the Effective Date, the aggregate Exit Facility Amount, whether drawn from under the Term Facility or the Revolving Facility or otherwise, shall not exceed $1.8 billion.

Pursuant to the terms of the Commitment Letter, the Commitment Parties reserve the right to syndicate all or a portion of their commitments to one or more other financial institutions (the “Lenders”), which will become parties to the definitive exit facility credit documents (the “Operative Documents”). The Debtors are advised that Citigroup and Banc of America Securities LLC intend to commence such syndication efforts as soon as practicable following approval of the Disclosure Statement. In addition, pursuant to the terms of the Commitment Letter, Citigroup’s and BofA’s commitments under the Commitment Letter shall terminate on the earliest of: (A) July 31, 2006 (or such later date as may be agreed to in writing by the Commitment Parties), unless the Bankruptcy Court has entered an order approving the Commitment Letter and various Fee Letters ancillary thereto, (B) the date the Operative Documents become effective, or (C) 364 days after the date of the Commitment Letter, unless

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the transactions have been consummated, the Operative Documents entered into, and the initial fundings have occurred. The Commitment Letter also contemplates that an underwriting fee based on the aggregate amount of the Senior Credit Commitment shall be due and payable on the date the Operative Documents are executed and delivered, which the Debtors contemplate shall occur on or about the Effective Date. In addition, if the Debtors ultimately consummate the transactions contemplated in the Commitment Letter with a financial institution other than the Commitment Parties before the Commitment Letter is terminated, the Underwriting Fee, less the amount of any upfront underwriting fees paid to the Commitment Parties in connection with such other transactions, will immediately be due to the Commitment Parties when such transactions occur. As set forth in greater detail in the Exit Facility Motion, a copy of the Commitment Letter has been filed with the Bankruptcy Court under seal and may be made available upon request to any party in interest upon the submission of an appropriate confidentiality agreement.

In addition to the financing contemplated in the Commitment Letter, the Engagement Letter contemplates that Citigroup will serve as the lead underwriter of, or joint lead placement agent for, or joint lead initial purchaser of, and joint lead book runner for any securities offerings contemplated by the Debtors pursuant to the Sixth Amended Plan. The potential transactions would consist of one or more offerings of securities prior to, concurrently with, or within six months after the Debtors’ exit from bankruptcy. The offerings would be intended to generate gross cash proceeds of at least $400,000,000, with proceeds in excess of that amount to be used to repay or reduce the Term Facility contemplated as part of the Exit Facility. If Securities Offerings are consummated before termination of the Engagement Letter, the Debtors will pay an offering fee calculated as a percentage of gross proceeds of the Offerings (the “Offering Fee”). The Offering Fee is payable upon closing of the Securities Offerings and upon closing a Securities Offering for which Citigroup did not act in the roles described in the Engagement Letter with respect to such a Securities Offering. The Offering Fee is subject to certain reductions as set forth in the Engagement Letter. The Debtors will also reimburse Citigroup for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation of the Engagement Letter, the Securities Offerings, or any other transactions contemplated by the Engagement Letter. As set forth in greater detail in the Exit Facility Motion, a copy of the Engagement Letter has also been filed with the Bankruptcy Court under seal.

In accordance with the Settlement Term Sheet, on June 5, 2006, the Debtors filed the Sixth Amended Plan consistent with the terms and conditions of the Settlement Term Sheet. The Court has scheduled a plan confirmation hearing for September 18, 2006, and the Debtors intend to seek confirmation and consummation of the Sixth Amended Plan at the earliest practicable time, however, if the Effective Date of the Sixth Amended Plan does not occur before December 31, 2006, and if the Plan Proponents of the Sixth Amended Plan (comprised of the Debtors, the Asbestos Claimants’ Committee and the Future Claimants’ Representative) do not agree to extend the conditions precedent in the Sixth Amended Plan respecting the occurrence of the Effective Date beyond December 31, 2006, then the Debtors intend to seek confirmation of the Fifth Amended Plan filed with the Court on December 31, 2005 (as such Plan has been amended prior to the filing of the Sixth Amended Plan) at the earliest practicable date. Consistent with the terms of the Fifth Amended Plan, any substantive changes to the Fifth Amended Plan and related documents, including, without limitation, any registration rights agreement and terms respecting the composition of the Board of Directors of Reorganized OCD, will be subject to the reasonable consent of the Plan Proponents.

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THE CHAPTER 11 CASES ARE ONGOING AND PARTIES WHO DESIRE CURRENT INFORMATION ON EVENTS THAT MAY AFFECT THESE CASES SHOULD REGULARLY REVIEW THE DOCKETS AND PLEADINGS, WHICH ARE AVAILABLE FROM THE BANKRUPTCY COURT AND THE DISTRICT COURT, AND/OR ATTEND OR PARTICIPATE IN HEARINGS SCHEDULED IN THE CHAPTER 11 CASES, EITHER IN PERSON OR TELEPHONICALLY.

VI. FUTURE BUSINESS OF THE REORGANIZED DEBTORS

A. Structure and Business of the Reorganized Debtors

Following the Effective Date, the Reorganized Debtors intend to continue to operate their businesses as they have been operated to date, with the exception of such reorganization, divestitures and other restructurings as may be contemplated by the Plan. In addition, the Reorganized Debtors reserve the right, subject to such approvals of their respective boards of directors or shareholders as shall be required by law, to entertain and implement such opportunities for acquisitions, divestitures, restructuring or other internal reorganizations as shall be deemed appropriate under the circumstances. OC intends to implement a restructuring plan that would reorganize OCD and its Subsidiaries along OC’s major business lines. The planning for this restructuring is ongoing. A more detailed description of the Restructuring Transactions (including a summary of the corporate action necessary to accomplish the Restructuring Transactions) will be set forth in Schedule XX to the Plan to be filed no later than ten (10) Business Days prior to the Objection Deadline. On or prior to, or as soon as practicable after, the Effective Date, the Debtors or the Reorganized Debtors may take such steps as may be necessary or appropriate to effectuate Restructuring Transactions that satisfy the requirements set forth in Section 5.6 of the Plan.

B. Board of Directors and Management of Reorganized Debtors

As of June 5, 2006, OCD’s Board of Directors was composed of ten current directors (and two vacancies), divided into three classes. Each class of directors serves for a term expiring at the third succeeding annual meeting of stockholders after the year of election of such class, and until their successors are elected and qualified.

1. Composition of the Board of Directors as of Date of Disclosure Statement

The following is a list, as of the date of the filing of this Disclosure Statement, of the names of each of the Directors of OCD:

Name	Title
Norman P. Blake, Jr.	Director
David T. Brown	Director, President and Chief Executive Officer
Gaston Caperton	Director
William W. Colville	Director
Landon Hilliard	Director
Ann Iverson	Director
W. Walker Lewis	Director
W. Ann Reynolds	Director
Robert B. Smith, Jr.	Director
Michael H. Thaman	Director, Chairman of the Board and Chief Financial Officer

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Norman P. Blake, Jr. has been a Director since 1992. He is former Chairman, President and Chief Executive Officer of Comdisco, Inc., global technology services, Rosemont, IL. A graduate of Purdue University, Mr. Blake also previously has served as Chief Executive Officer of the United States Olympic Committee; Chairman, President and Chief Executive Officer of Promus Hotel Corporation; Chairman, President and Chief Executive Officer of USF&G Corporation; and Chairman and Chief Executive Officer of Heller International Corporation of Chicago. Mr. Blake is a member of the Purdue Research Foundation, Purdue University’s President’s Council and Dean’s Advisory Council, Krannert School of Management. He is the recipient of the degree of Doctor of Economics honoris causa from Purdue University, granted jointly by the Krannert School of Management and School of Liberal Arts. He has also been awarded The Ellis Island Medal of Honor.

David T. Brown has been a Director since January 2002, and, since April 18, 2002, has been President and Chief Executive Officer of OCD. A graduate of Purdue University, Mr. Brown became Executive Vice President and Chief Operating Officer in January 2001. Previously, he held numerous leadership positions in sales and marketing at OC, including serving as President of the Insulating Systems Business beginning in 1997, President of Building Materials Sales and Distribution beginning in 1996, and President of the Roofing and Asphalt Business beginning in 1994. Mr. Brown joined OC in 1978 after working for Procter & Gamble, Shearson Hammill and Eli Lilly. Mr. Brown serves on the Board of Directors of Borg Warner, Inc. He also is on the Board of Directors of the Toledo Museum of Art and the Dean’s Advisory Council for Purdue’s Krannert School of Management. Mr. Brown is a past board member of the Asphalt Roofing Manufacturers Association Executive Committee, National Roofing Contractors Association Advisory Board, Thermal Insulation Manufacturers Association and Executive Committee of the North American Insulation Manufacturers Association.

Gaston Caperton has been a Director since 1997. He is President and Chief Executive Officer of The College Board, a not-for-profit educational association located in New York, NY, Chairman of The Caperton Group, a business investment and development company in Shepherdstown, WV and former Governor of the State of West Virginia. A graduate of the University of North Carolina, Mr. Caperton began his career in a small insurance agency, became its principal owner and chief operating officer, and led the firm to become the tenth largest privately-owned insurance brokerage firm in the U.S. He also has owned a bank and mortgage banking company. Mr. Caperton was elected Governor of West Virginia in 1988 and 1992. In 1997, Mr. Caperton taught at Harvard University as a fellow at the John F. Kennedy Institute of Politics. Prior to beginning his current position in mid-1999, Mr. Caperton also taught at Columbia University, where he served as Director of the Institute on Education and Government at Teachers College. Mr. Caperton is a director of United Bankshares, Inc., Energy Corporation of America, West Virginia Media Holdings, and Prudential Financial. He was the 1996 Chair of the Democratic Governors’ Association, and served on the National Governors’ Association executive committee and as a member of the Intergovernmental Policy Advisory Committee on U.S. Trade. He also was Chairman of the Appalachian Regional Commission, Southern Regional Education Board, and the Southern Growth Policy Board.

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William W. Colville has been a Director since 1995. He is now retired and was a former Senior Vice President, General Counsel and Secretary of OC. A graduate of Yale University and the Columbia University Law School, Mr. Colville began his career at OC in 1984 as Senior Vice President and General Counsel. Prior to joining OC, he was President of the Sohio Processed Minerals Group from 1982 to 1984, and General Counsel of Kennecott Corporation from 1980 to 1982. Mr. Colville is also a director of Nordson Corporation.

Landon Hilliard has been a Director since 1989. He is a partner with Brown Brothers Harriman & Co., private bankers in New York, NY. A graduate of the University of Virginia, Mr. Hilliard began his career at Morgan Guaranty Trust Company of New York. He joined Brown Brothers Harriman in 1974 and became a partner in 1979. Mr. Hilliard is a director of Norfolk Southern Corporation, Western World Insurance Company and Russell Reynolds Associates, Inc. He is also Chairman of the Board of Trustees of the Provident Loan Society of New York and Secretary of The Economic Club of New York.

Ann Iverson has been a Director since 1996. She is President and Chief Executive Officer of International Link, an international consulting firm in Scottsdale, AZ. Ms. Iverson began her career in retailing and held various buying and executive positions at retail stores in the U.S. through 1989, including Bloomingdales, Dayton Hudson, and US Shoe. She then joined British Home Stores as Director of Merchandising and Operations in 1990; Mothercare as Chief Executive Officer in 1992; Kay-Bee Toy Stores as President and Chief Executive Officer in 1994; and Laura Ashley Holdings plc. as Group Chief Executive in 1995. In 1998, she founded and became President and Chief Executive Officer of International Link. She is a member of the Board of Trustees of the Thunderbird School of International Management, and a member of Financo Global Consulting.

W. Walker Lewis has been a Director since 1993. He is Chairman of Devon Value Advisers, a financial consulting and investment banking firm in Greenwich, CT and New York, NY. Previously, Mr. Lewis served as Senior Advisor to SBC Warburg Dillon Read; Senior Advisor to Marakon Associates; and Managing Director of Kidder, Peabody & Co., Inc. Prior to April 1994, he was President of Avon U.S. and Executive Vice President of Avon Products, Inc. Prior to March 1992, Mr. Lewis was Chairman of Mercer Management Consulting, Inc., a wholly-owned subsidiary of Marsh & McLennan, which is the successor to Strategic Planning Associates, a management consulting firm he founded in 1972. He is a graduate of Harvard College, where he was President and Publisher of the Harvard Lampoon. Mr. Lewis is a director of Ameriprise Financial, Inc. and Mrs. Fields’ Original Cookies, Inc., and is Chairman of Applied Predictive Technologies. He is also a member of the Council on Foreign Relations and the Washington Institute of Foreign Affairs.

W. Ann Reynolds has been a Director since 1993. She is a former President and Professor of Biology at The University of Alabama at Birmingham, located in Birmingham, AL. A graduate of Kansas State Teachers College and the University of Iowa, Dr. Reynolds previously served as Chancellor of the City University of New York System for seven years and for eight years as Chancellor of the California State University System.

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Dr. Reynolds is a director of Humana, Inc., Abbott Laboratories, Invitrogen Corporation, and the Post-Gazette, Champaign-Urbana, IL. She is also a member of the Society for Gynecological Investigation, and the Perinatal Research Society.

Robert B. Smith, Jr. has been a Director since 2004. He is Director of the Virginia Environmental Endowment, a nonprofit, funded, grant making corporation dedicated to improving the environment. A graduate of the University of North Carolina and the University of North Carolina Law School, Mr. Smith’s previous experience included serving as Trustee of the Dalkon Shield Claimants Trust, a public interest trust of $3 billion created by the Federal Bankruptcy Court to compensate those damaged by the Dalkon Shield, and as Vice President for Government Relations of the Pharmaceutical Manufacturers Association. His prior experience also included various positions related to the U.S. Senate, including: Chief Counsel and Staff Director, U.S. Senate Government Operations Committee; Chief Counsel, U.S. Senate Subcommittee on Revision and Codification of the Laws; Chief Legislative Assistant, Senator Sam J. Ervin, Jr.; Special Counsel, U.S. Senate Antitrust and Monopoly Subcommittee; and Counsel, U.S. Senate Subcommittee on Constitutional Rights.

Michael H. Thaman has been a Director since January 2002 and is Chairman of the Board and Chief Financial Officer of OCD. A graduate of Princeton University, Mr. Thaman joined OC in 1992. He was elected Chairman of the Board in April 2002 and became Chief Financial Officer in 2000. Before assuming his current positions, Mr. Thaman held a variety of leadership positions at OC, including serving as President of the Exterior Systems Business beginning in 1999 and President of the Engineered Pipe Systems Business beginning in 1997. Prior to joining OC, Mr. Thaman was Vice President in the New York office of Mercer Management Consulting, a strategy consulting firm. Mr. Thaman is a director of Florida Power and Light Group, Inc.

2. Identity of Executive Officers as of Date of Disclosure Statement

The following is a list, as of the date of the filing of this Disclosure Statement, of the names of the executive officers of OC and the positions held by each such executive officer at OC:

Name	Title
Sheree L. Bargabos	Vice President and President, Roofing and Asphalt Business
David T. Brown	President and Chief Executive Officer
Brian D. Chambers	Vice President and President, Sidings Solution Business
Charles E. Dana	Vice President and President, Composite Solutions Business
Roy D. Dean	Vice President and President, Insulating Systems Business
Joseph C. High	Senior Vice President, Human Resources
David L. Johns	Senior Vice President and Chief Supply Chain and Information Technology Officer
Stephen K. Krull	Senior Vice President, General Counsel and Secretary
Frank C. O’Brien-Bernini	Vice President, Science and Technology
Ronald Ranallo	Vice President and Corporate Controller
Charles W. Stein, Jr.	Vice President and President, Cultured Stone Business
Michael H. Thaman	Chairman of the Board and Chief Financial Officer

Sheree L. Bargabos has been Vice President and President, Roofing and Asphalt Business since October 2005. She was formerly Vice President and President of

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Exterior Systems; Vice President of Training and Development; Vice President and General Manager of the Foam Business; General Manager of the Foam Business; and Sales Leader of Building Materials Sales and Distribution, Canada.

David T. Brown has been President and Chief Executive Officer of OCD since April 2002. He was formerly Executive Vice President and Chief Operating Officer and has also formerly served as Vice President and President of the Insulating Systems Business and President of Building Materials Sales and Distribution. He has also been a Director since January 2002.

Brian D. Chambers has been Vice President and President, Siding Solutions Business since October, 2005. Previously, he was Vice President and General Manager of the Residential Roofing Business.

Charles E. Dana has been Vice President and President of the Composite Solutions Business since February 2004. He was formerly Vice President - Corporate Controller and Global Sourcing; Vice President, Global Sourcing and eBusiness; Vice President of Owens Corning Supply Chain Solutions; Vice President of Global Sourcing Management; and Vice President of Planning and Analysis - Composite Systems.

Roy D. Dean has been Vice President and President, Insulating Systems Business since March 2006. Previously he was Vice President and Corporate Controller and Vice President and Controller of the Insulating Systems Business.

Joseph C. High has been Senior Vice President, Human Resources since January 2004.

David L. Johns has been Senior Vice President and Chief Supply Chain and Information Technology Officer since April 2001. He was formerly Vice President and Chief Technology Officer.

Stephen K. Krull has been Senior Vice President, General Counsel and Secretary of OCD since February 2003. He was formerly Vice President of Corporate Communications; Vice President and General Counsel of Operations; Director, Law; and Senior Counsel, Law.

Frank C. O’Brien-Bernini has been Vice President, Science and Technology since April 2003. He was formerly Vice President, Corporate Science and Technology (2002), and Vice President, Science and Technology, Insulating Systems Business commencing in March 2001.

Ronald Ranallo has been Vice President and Corporate Controller since March 2006. He was formerly Vice President and Acting General Manager of the Owens Corning Construction Services (OCCS) business, after having previously served as Vice President and Controller of OCCS and in a variety of leadership positions in sourcing and finance at Owens Corning after joining the corporation in 1999 from Eaton Corporation.

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Charles W. Stein, Jr. has been Vice President and President, Cultured Stone Business since October 2005. He was formerly Vice President and General Manager, OC Construction Services (2005), Vice President and General Manager, HOMExperts (2003), Vice President, Residential Services and Solutions (2002), and Vice President, Remodeling Services.

Michael H. Thaman has been Chairman of the Board and Chief Financial Officer of OCD since April 2002. He was formerly Senior Vice President and Chief Financial Officer, Vice President and President of the Exterior Systems Business; and Vice President and President of Engineered Pipe Systems. He has also been a Director since January 2002.

Of the executive officers referenced above, only Messrs. Brown, Johns, and Thaman served as executive officers of OC at or within two years before the Petition Date. In addition, Messrs. Brown, Dean, Krull, and Thaman also served as executive officers of one or more of the Subsidiary Debtors at or within two years before the Petition Date.

3. Directors and Officers of Reorganized Debtors as of the Effective Date

The Reorganized OCD Board shall initially consist of sixteen (16) members, consisting of the twelve (12) Continuing Directors, one (1) member to be named by the Asbestos Claimants’ Committee, one (1) member to be named by the Future Claimants’ Representative and two (2) members to be named by the Ad Hoc Bondholders’ Committee. The identities of the members to be named by the Asbestos Claimants’ Committee, the Future Claimants’ Representative and the Ad Hoc Bondholders’ Committee shall be disclosed on Schedule XIX, to be filed no later than ten (10) Business Days prior to the Objection Deadline, which shall be in form and substance satisfactory to the Debtors

The Reorganized OCD Board shall initially be divided into three classes, designated Class I, Class II and Class III, respectively, with five (5) directors in Class I, five (5) directors in Class II and six (6) directors in Class III. Nine (9) of the Continuing Directors shall serve in Class II and Class III, the one director to be named by the Future Claimants’ Representative shall serve in Class III, the one director to be named by the Asbestos Claimants’ Committee shall serve in Class III, and the remaining directors shall serve in Class I; provided, however, that the directors named by the Asbestos Claimants’ Committee and the Future Claimants’ Representative may assume their respective position as director up to five (5) Business Days after the Trust receives the Reserved New OCD Shares pursuant to the Plan. At the first annual meeting of stockholders, which shall be held no earlier than the first anniversary of the Effective Date, the terms of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years; provided, however, that for as long as the Asbestos Personal Injury Trust owns shares of New OCD Common Stock, it shall have the rights to designate one (1) member of the Reorganized OCD Board as directed by the Future Claimants’ Representative and one (1) member as directed by the TAC; provided further, however, that in the event that the Asbestos Personal Injury Trust no longer holds any shares of New OCD Common Stock, the members of the Reorganized OCD Board named by the Asbestos Claimants’ Committee and the Future Claimants’ Representative, or their successors, shall resign in accordance with the Amended and Restated By-Laws of Reorganized OCD. At the second annual meeting of stockholders, the terms of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of

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stockholders, the terms of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. The terms of the members of the Reorganized OCD Board may be described in greater detail in the Amended and Restated Certificate of Incorporation of Reorganized OCD, the Amended and Restated By-Laws of Reorganized OCD or such other documents as the Plan Proponents may determine, to be filed no later than ten (10) Business Days prior to the Objection Deadline.

The Chairman of the Board shall preside at all meetings of the Reorganized OCD Board and at meetings of the stockholders, and shall have all powers and responsibilities attendant therewith, as may be described in greater detail in the Amended and Restated Certificate of Incorporation of Reorganized OCD, the Amended and Restated By-Laws of Reorganized OCD or such other documents as the Plan Proponents may determine, to be filed no later than ten (10) Business Days prior to the Objection Deadline. Michael H. Thaman shall serve as the initial Chairman of the Board.

4. Treatment of Director and Officer Indemnification Under the Plan

The Plan provides that the Debtors will treat indemnity obligations to directors and officers under their charters, by-laws, statutes or contracts as executory contracts that will be assumed by the Debtors. As a result, the Debtors will be obligated in accordance with the terms of their charters, by-laws, statutes or contracts to indemnify directors and officers for their services, except that such indemnification will not cover willful misconduct by any director or officer.

The Plan also provides that after the Effective Date, the Reorganized Debtors will obtain and maintain tail insurance coverage and will indemnify and hold harmless all Persons who were directors and officers of the Debtors on the Petition Date or thereafter.

5. Compensation of Executive Officers

The following table sets forth information concerning compensation and stock-based awards received by each individual that served as Chief Executive Officer during 2005 and each of the next four highest paid executive officers who were serving as executive officers of the Company at the end of 2005 (these five individuals collectively are referred to as the “Named Executive Officers”).

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							Long Term Compensation
Annual Compensation							Awards		Payouts		All Other Compen- sation ($)
Name and Principal Position4	Year	Salary ($)	Bonus ($)5		Other Annual Compensation ($)6		Restricted Stock Award(s) ($)7	Securities Underlying Options/ SARs(#)8	LTIP Payouts ($)
David T. Brown	2005	750,000	2,856,195						3,750,000		10,500	10
President and Chief	2004	750,000	3,062,640	9					3,008,250	9	6,250	10
Executive Officer	2003	750,000	1,470,000	9					2,625,000	9	10,000	10
Michael H. Thaman	2005	650,000	1,823,452						3,185,000		10,500	10
Chairman of the Board and	2004	650,000	1,902,680	9					2,483,000	9	5,417	10
Chief Financial Officer	2003	650,000	828,000	9					2,145,000	9	10,000	10
George E. Kiemle	2005	320,124	703,389						791,774		10,500	10
Vice President and	2004	284,625	788,819	9					652,361	9	10,250	10
President, Insulating Systems Business	2003	275,000	270,000	9					577,500	9	10,000	10
Joseph C. High	2005	325,000	976,918						585,000		10,500	10
Senior Vice President,	2004	325,000	803,316	9	54,25	86			744,900	9	10,250	10
Human Resources
David L. Johns	2005	367,500	718,301						992,250		10,500	10
Senior Vice President, and Chief Supply	2004	367,500	643,421	9					842,310	9	10,250	10
Chain and Information Technology Officer	2003	367,500	264,000	9					771,750	9	10,000	10

⁴ Mr. High joined Owens Corning in January 2004.

⁵ In addition to payments under Owens Corning’s annual Corporate Incentive Plan, the amounts shown for 2005 include payments under Owens Corning’s Key Employee Retention Plan as follows: Mr. Brown, $750,000; Mr. Thaman, $650,000; Mr. Kiemle, $286,000; Mr. High, $325,000 and Mr. Johns, $276,000.

⁶ “Other Annual Compensation” includes perquisites and personal benefits, where such perquisites and personal benefits exceed the lesser of $50,000 or 10% of the Named Executive Officer’s annual salary and bonus for the year, as well as certain other items of compensation. For the years shown, none of the Named Executive Officers received perquisites and/or personal benefits in excess of the applicable threshold. In 2004, Mr. High received $54,258 as payment of certain taxes on a sign-on bonus.

⁷ There were no restricted stock awards to any of the Named Executive Officers in 2003, 2004, or 2005.

At the end of 2005, Messrs. Brown and Thaman each held a total of 3,333 shares of restricted stock, valued at $9,999; Messrs. Kiemle and Johns each held a total of 1,333 shares of restricted stock, valued at $3,999; and Mr. High held no shares of restricted stock. The value of these aggregate restricted stock holdings was calculated by multiplying the number of shares held by the closing price of Owens Corning common stock on December 31, 2005 (as reported on the Over The Counter Bulletin Board). Dividends are paid by Owens Corning on restricted stock held by the Named Executive Officers if paid on stock generally.

⁸ No stock options or stock appreciation rights (SARs) were awarded to any of the Named Executive Officers in 2003, 2004, or 2005.

⁹ The amounts reflected in the LTIP Payouts column for 2003 and 2004 represent amounts payable pursuant to Owens Corning’s Long Term Incentive Plan with respect to one-year transition performance period cycles adopted in connection with phase-in of the new plan, which became effective January 1, 2003.

¹⁰ The amount shown for each of the Named Executive Officers represents contributions made by Owens Corning to such officer’s account in the Owens Corning Savings Plan during the year.

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6. Compensation/Retirement Plans/Retirement Benefits

OC maintains a tax-qualified Cash Balance Plan covering certain of its salaried and hourly employees in the United States, including each of the Named Executive Officers, in lieu of the qualified Salaried Employees’ Retirement Plan maintained prior to 1996 (“Prior Plan”), which provided retirement benefits primarily on the basis of age at retirement, years of service and average earnings from the highest three consecutive years of service. In addition, OC has a non-qualified Executive Supplemental Benefit Plan (“ESBP”) to pay eligible employees leaving OC the difference between the benefits payable under OC’s tax-qualified retirement plan and those benefits which would have been payable except for limitations imposed by the IRC. Named Executive Officers are eligible to participate in both the Cash Balance Plan and the ESBP.

Cash Balance Plan - Under the Cash Balance Plan, each covered employee’s earned retirement benefit under the Prior Plan (including the ESBP) was converted to an opening cash balance. Each year, eligible employees earn a benefit based on a percentage of such employee’s covered pay. Prior to July 1, 2003, the percentage was 2% for covered pay up to 50% of the Social Security Taxable Wage Base and 4% for covered pay in excess of such wage base; effective July 1, 2003, the percentage became 4% for all subsequent covered pay. For this purpose, covered pay includes base pay, and certain annual incentive bonuses payable during the year. Accrued benefits earn monthly interest based on the average interest rate for five-year U.S. treasury securities. Employees vest in the Cash Balance Plan on completion of five years of service. Vested employees may receive their benefit under the Cash Balance Plan as a lump sum or as a monthly payment when they leave OC.

For employees who were at least age 40 with 10 years of service as of December 31, 1995 (“Grandfathered Employees”), including Messrs. Brown and Kiemle, the credit percentages applied to covered pay are increased pursuant to a formula based on age and years of service on such date. In addition, Grandfathered Employees are entitled to receive the greater of their benefit under the Prior Plan frozen as of December 31, 2000, or under the Cash Balance Plan (in each case including the ESBP).

Supplemental Executive Retirement Plan - OC maintains a Supplemental Executive Retirement Plan (“SERP”) covering certain employees, including Mr. High, who joined OC mid-career. The SERP provides for a lump sum payment following termination of employment equal to a multiple of the covered employee’s Cash Balance Plan balance minus an offset equal to the present value of retirement benefits attributable to prior employment. The applicable multiplier for each covered employee ranges from 0.5 to 4.0 (determined by the covered employee’s age when first employed by OC) and is 2.4 in the case of Mr. High.

Other Arrangements - Owens Corning has agreed to provide Mr. Dana a supplemental pension benefit, under Owens Corning’s pension plan formula in existence on his employment date, determined as if he had earned 1 ¹/2 years of service for each year worked, provided that he remains an Owens Corning employee for no less than ten years following his November 15, 1995 employment date.

In 1992, OC established a Pension Preservation Trust for amounts payable under the ESBP as well as under the individual pension arrangements described above. The

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Compensation Committee determines the participants in and any amounts to be paid with respect to the Pension Preservation Trust, which may include a portion of benefits earned under the ESBP and the pension agreements described above. Amounts paid into the Trust and income from the Trust reduce the pension otherwise payable at retirement. During 2004, no payments were made to the Trust.

The Debtors have analyzed the Pension Preservation Trust and provided the Unsecured Creditors’ Committee the documents relating to the Pension Preservation Trust and the SERP. According to the Debtors’ analysis, the Pension Preservation Trust is a true or “secular” trust, which is not property of the estate.

The Compensation Committee continually reviews the nature of compensation and incentive plans available to officers and key employees and suggests revisions from time to time as it deems appropriate to reflect current trends in compensation programs and the needs of OC. To the extent that any changes in compensation programs are approved and proposed to be implemented, they will be described in an amendment to this Disclosure Statement.

7. Management Employment, Severance and Certain Other Agreements

On January 18, 2001, the Bankruptcy Court approved the Order Under 11 U.S.C. §§ 105, 363 and 365 Authorizing Continuation or Implementation of Employee, Emergence and Severance Programs. The Bankruptcy Court found that the reaffirmation of the Debtors’ existing Employee Severance Program as defined in the Debtors’ underlying motion was necessary to the Debtors reorganization efforts and specifically authorized the Debtors to provide severance benefits to their employees in accordance with the Employee Severance Program and in accordance with certain employment contracts identified in Exhibit D thereto. The Bankruptcy Court also authorized the filing of the exhibits to the motion under seal.

OC maintains a Corporate Incentive Plan under which participating employees, including each of the Named Executive Officers, are eligible to receive annual cash incentive awards based on their individual performance and on corporate performance against annual performance goals set by the Compensation Committee. For the 2004 and 2005 annual performance periods, the funding measures set by the Compensation Committee are based on “income from operations” (weighted at 75%) and “cash flow from operations” (weighted at 25%). Cash awards paid to the Named Executive Officers under the Corporate Incentive Plan for the 2004 performance period are reflected in the compensation table above.

Effective beginning with calendar year 2004, OC maintains a Key Employee Retention Incentive Plan (“KERP”) to provide an incentive to designated key employees, including each of the Named Executive Officers, to remain in the employ of OC through the date of OC’s emergence from Chapter 11. Under the KERP, each eligible employee is entitled to a cash payment equal to (1) a specified percentage of his or her annual base salary if such employee remains employed by OC through the end of the applicable calendar year or (2) a prorated portion of such specified percentage in the event of OC’s emergence from Chapter 11 proceedings (or such employee’s termination of employment due to death, disability, or termination other than for cause) prior to the end of the applicable calendar year. As of the current time, the Bankruptcy Court has approved the KERP for calendar years 2004 and 2005. Cash awards paid to the Named Executive Officers under the KERP for calendar year 2005 are reflected in the Summary Compensation Table above.

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OC has entered into Key Management Severance Agreements with each of the Named Executive Officers (the “Severance Agreements”). Under the terms of the Severance Agreements, if the Named Executive Officer’s employment is terminated without “cause” or if the Named Executive Officer terminates his or her employment due to “Constructive Termination,” the Named Executive Officer is entitled to a payment in an amount equal to two times the sum of base salary and annual incentive bonuses (based on the greater of their average three-year target-level participation in the plan or their average actual awards), plus continuation of insurance benefits for a period of up to two years and, in the case of Messrs. Brown, Thaman and Kiemle, a payment equal to the additional lump sum pension benefit that would have accrued had such individuals been three years older, with three additional years of service, at the time of employment termination.

By order dated January 26, 2006, the Court authorized certain amendments to the Severance Agreements with Messrs Brown and Thaman (collectively the “Executives”), including: (a) the definitions were amended to provide that OC’s emergence from bankruptcy shall not constitute a “Change of Control” for severance purposes; (b) the definitions were amended to make clear that a “Constructive Termination” shall be deemed to have occurred if: (i) the Executives involuntarily lose their positions as members of the Board of Directors, and in the case of Mr. Thaman, the involuntary loss of his position as Chairman of the Board; (ii) the Executives’ eligibility under OC’s incentive plans are reduced without the Executives’ written consent; and (iii) Mr. Thaman does not succeed Mr. Brown as the Company’s Chief Executive Officer; (c) a provision has been added to each of the Executives’ Severance Agreements to provide for the full reimbursement by OC for any excise or similar taxes which the Executives may be required to pay as a result of payments made under the agreements; (d) Mr. Brown’s agreement has been amended to make clear that, when Mr. Brown retires, the Compensation Committee of OC’s Board of Directors will follow the plan document and exercise its discretion to allow Mr. Brown to remain eligible for a pro rata long term incentive plan award, if any; and (e) the Executives’ Severance Agreements were changed to make clear that the agreements remain in effect after the two year period following a “Change of Control.

8. Directors’ Compensation

Retainer and Meeting Fees - OC compensates each director who is not an OC employee pursuant to a standard annual retainer/meeting fee arrangement. Effective July 1, 2004, such arrangement provides each non-employee director an annual retainer of $100,000, a fee of $1,500 for attendance at each meeting of a Board Committee of which such director is a member, no fees for attendance at meetings of the Board of Directors, and a fee of $1,500 for each day’s attendance at other functions in which directors are requested to participate. In addition, Chairmen of Board Committees receive an additional annual retainer of $7,500. Prior to July 1, 2004, OC paid each director who was not an OC employee an annual retainer of $35,000 and a fee of $1,200 for (a) attendance at one or more meetings of the Board of Directors on the same day, (b) attendance at one or more meetings of each Committee of the Board of Directors on the same day, and (c) each day’s attendance at other functions in which directors were requested to participate. In addition, Committee Chairmen received an additional retainer of $4,000 each year.

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Prior to December 2000, a director could elect to defer all or a portion of his or her annual retainer and meeting fees under the Directors’ Deferred Compensation Plan, in which case his or her account was credited with the number of shares of common stock that such deferred compensation could have purchased on the date of payment. The account was also credited with the number of shares that dividends on previously credited shares could have purchased on dividend payment dates. The Deferred Compensation Plan provides that account balances are payable in cash based on the value of the account, which is determined by the then fair market value of OC common stock, at the time the participant ceases to be a director. Under the terms of the Deferred Compensation Plan, the claims of directors to the cash value of such deferred shares is effectively equivalent to a claim as a general unsecured creditor of OC. Although no assurance can be given as to the value, if any, that would be attributed to such a claim under any plan or plans of reorganization ultimately confirmed in the Chapter 11 proceedings, any value ascribed to such a claim may be greater than the value of the number of shares of Owens Corning common stock the receipt of which was deferred if, as anticipated, the outstanding Owens Corning common stock is cancelled as part of the implementation of such plan or plans of reorganization.

Stock Plan for Directors — OC has a pre-petition stockholder approved Stock Plan for Directors, applicable to each director who is not an OC employee. The plan provides for two types of grants to each eligible director: (1) a one-time non-recurring grant of options to each new outside director to acquire 10,000 shares of common stock at a per share exercise price of 100 percent of the value of a share of common stock on the date of grant, and (2) an annual grant of 500 shares of common stock on the fourth Friday in April.

Initial option grants become exercisable in equal installments over five years from date of grant, subject to acceleration in certain events, and generally expire ten years from date of grant. No grant may be made under the plan after August 20, 2007, and a director may not receive an annual grant of common stock in the same calendar year he or she receives an initial option grant. A director entitled to receive an annual grant may elect to defer receipt of the common stock until he or she leaves the Board of Directors.

Pursuant to action of the Board of Directors, additional option grants and annual grants under the Plan were suspended effective April 1, 2002, pending further action by the Board. No initial option grants or annual grants were made under the Plan during 2005.

Indemnity Agreements — OC has entered into an indemnity agreement with each member of the Board of Directors which provides that, if the director becomes involved in a claim (as defined in the agreement) by reason of an indemnifiable event (as defined in the agreement), OC will indemnify the director to the fullest extent authorized by OC’s by-laws, notwithstanding any subsequent amendment, repeal or modification of the by-laws, against any and all expenses, judgments, fines, penalties and amounts paid in settlement of the claim.

The indemnity agreement also provides that, in the event of a potential change of control (as defined in the agreement), the director is entitled to require the creation of a trust for his or her benefit, the assets of which would be subject to the claims of OC’s general

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creditors, and the funding of such trust from time to time in amounts sufficient to satisfy OC’s indemnification obligations reasonably anticipated at the time of the funding request. For a discussion of the treatment of Indemnity Agreements under the Plan, see Section VI.B.4 entitled “Treatment of Director and Officer Indemnification Under the Plan,” above and Section VII.E.6 entitled “Indemnification Obligations.”

Charitable Award Program — To recognize the interest of Owens Corning and its directors in supporting worthy educational institutions and other charitable organizations, Owens Corning permits each director who joined the Board of Directors prior to December 31, 2001 (subject to certain vesting requirements) to nominate up to two organizations to share a contribution of $1 million to be made in ten annual installments after the death of the director. Owens Corning expects to fully fund its contributions (as well as insurance premiums) from the proceeds of life insurance policies that it maintains on directors. Directors will receive no financial benefit from this program, since the charitable deduction and insurance proceeds accrue solely to Owens Corning. Under the Plan, as stated in the Management Arrangements described in Exhibit F, the Debtors will continue to meet their obligations under this program.

9. Incentive Plans to be Implemented in Connection with Emergence from Chapter 11 Reorganization

The Plan Proponents have negotiated the principal terms and conditions of certain incentive plans to be made available to employees generally and to certain management employees in connection with the emergence of the Reorganized Debtors from reorganization under Chapter 11. These plans include a broad-based Employee Incentive Program and a Management Incentive Program. A summary of the terms of these programs is set forth below. The summaries set forth below are qualified in their entirety by reference to the terms of the plan documents, which will be filed up to ten (10) Business Days prior to the Objection Deadline, and to the terms of any individual agreements that may be entered into pursuant to those plan documents.

Employee Incentive Program. It is currently contemplated that all full-time employees and regular part-time employees of OCD and its Affiliates as of the Effective Date (excluding any employee who participates in the management incentive program described below, as of the Effective Date) shall be eligible to receive a grant of 100 shares of New OCD Common Stock, or appropriate equivalent interest, upon the Effective Date, as described in the Employee Arrangements set forth on Exhibit F, as it may be amended up to ten (10) Business Days prior to the Objection Deadline. Accordingly, OCD shall reserve 2,000,000 shares of New OCD Common Stock for issuance to such employees (assuming 20,000 eligible employees worldwide), which shares represent approximately 1.52% of the primary number of shares of New OCD Common Stock to be outstanding immediately after the Effective Date (assuming issuance of approximately 131.4 million shares on the Effective Date and excluding options issued on the Effective Date). Each award of 100 shares of New OCD Common Stock, or equivalent interest, will vest in its entirety on the third anniversary of the Effective Date, subject to accelerated vesting for OCD-approved retirements or in the event that OCD terminates the employee’s employment without cause.

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Management Incentive Program. It is currently contemplated that on the Effective Date, Reorganized OCD will adopt Management Arrangements, the terms and conditions of which shall be summarized in greater detail in Exhibit F to the Plan, as it may be amended up to ten (10) Business Days prior to the Objection Deadline.

The terms and conditions of the Management Arrangements are subject to approval by OCD’s Board of Directors (through its compensation committee) in the ordinary course of business on or about April 13, 2006, and shall be more fully disclosed on Exhibit F no later than April 17, 2006. Subject to the foregoing, as part of such Management Arrangements, the Debtors currently contemplate that certain members of management will be granted awards upon emergence or thereafter consisting of a combination of restricted shares of New OCD Common Stock and options to purchase shares of New OCD Common Stock pursuant to a management incentive plan. The Debtors presently contemplate that the restricted stock and options to be awarded under the management incentive plan shall represent approximately 2.87% of the number of shares/options of New OCD Common Stock to be issued on the Effective Date on a fully-diluted basis (excluding shares/options authorized and held for future issuance). The relative percentages of restricted stock and options to be awarded shall be determined by the compensation committee. The Debtors presently contemplate that additional restricted stock and options representing approximately 2.19% of the number of shares of New OCD Common Stock on a fully-diluted basis shall be reserved and authorized for future issuance as shall be determined by the compensation committee of the Board of Directors of Reorganized OCD.

The terms and conditions of the Management Arrangements set forth on Exhibit F shall be subject to further modifications, revisions and supplementation as may be satisfactory in form and substance to the Debtors (and the other Plan Proponents) up to ten (10) days prior to the Objection Deadline.

On the Effective Date, management and designated employees of Reorganized OCD and the other Reorganized Debtors shall receive the benefits provided under such Management Arrangements on the terms and conditions provided for therein.

C. Terms of Certificate of Incorporation of Reorganized OCD

The Amended and Restated Certificate of Incorporation of Reorganized OCD and the Amended and Restated Bylaws of Reorganized OCD will include provisions (i) creating the New OCD Common Stock, and (ii) to the extent necessary or appropriate, effectuating the provisions of the Plan. The Amended and Restated Certificate of Incorporation of Reorganized OCD and the Amended and Restated Bylaws of Reorganized OCD shall be in substantially the forms of Exhibit A and Exhibit B to the Plan, to be filed at least ten (10) Business Days prior to the Objection Deadline.

D. Projected Financial Information

1. Responsibility For and Purpose of the Financial Projections

Appendix B to this Disclosure Statement sets forth certain financial information with respect to the projected future operations of OC (“Financial Projections”). As a condition to confirmation of a plan, the Bankruptcy Code requires, among other things, that the

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Bankruptcy Court determine that the plan is “feasible” (i.e., that confirmation is not likely to be followed by a liquidation or the need for further financial reorganization of the debtor) as set forth in Section 1129(a)(11) of the Bankruptcy Code. In connection with the development of the Plan, and for purposes of determining whether the Plan satisfies feasibility standards, OC’s management has, through the development of financial projections, analyzed the ability of OC to meet its obligations under the Plan to maintain sufficient liquidity and capital resources to conduct its business. The Financial Projections were also prepared to assist each holder of a claim entitled to vote under the Plan in determining whether to accept or reject the Plan.

The Financial Projections indicate that the Reorganized Debtors should have sufficient cash flow to (a) make the payments required under the Plan, (b) repay service debt obligations, and (c) maintain operations on a going-forward basis. Accordingly, the Debtors believe that the Plan complies with Section 1129(a)(11) of the Bankruptcy Code. The Financial Projections should be read in conjunction with the assumptions, qualifications and footnotes to tables containing the projections set forth herein, the historical consolidated financial information (including the notes and schedules thereto) and the other information set forth in OC’s Annual Report on Form 10-K for the year ended December 31, 2005, as well as OC’s Annual Report on Form 10-Q for the quarter ended March 31, 2006, OC’s Annual Report on Form 10-K for the year ended December 31, 2004, OC’s Annual Report on Form 10-K for the year ended December 31, 2003, OC’s Annual Report on Form 10-K for the year ended December 31, 2002, OC’s Annual Report on Form 10-K for the year ended December 31, 2001, and OC’s Annual Report on Form 10-K for the year ended December 31, 2000, copies of which may be obtained, free of charge, through OC’s website at www.owenscorning.com. OC’s Annual Report on Form 10-K for the year ended December 31, 2005, may also be obtained by sending a written request. See directions for obtaining this document in Appendix D. The Financial Projections were prepared in good faith based upon assumptions believed to be reasonable and applied in a manner consistent with past practice. The Financial Projections were prepared in December, 2005, and revised in May, 2006.

The Financial Projections were not prepared with a view towards complying with the guidelines for prospective financial statements published by the American Institute of Certified Public Accountants, but to comply with the disclosure requirement of Section 1125(a) of the Bankruptcy Code. Neither the Debtors’ independent auditors, nor any other independent accountants, have compiled or examined the accompanying prospective financial information to determine the reasonableness thereof and, accordingly, have not expressed an opinion or any other form of assurance with respect thereto.

The accompanying prospective financial information, in the view of the Debtors’ management, was prepared on a reasonable basis, reflects the best available estimates and judgments at the time made, and presents, to the best of management’s knowledge and belief, the expected course of action and the respective expected future financial performance of OC. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this Disclosure Statement are cautioned not to place undue reliance on the Financial Projections. Accordingly, the Debtors do not intend, and disclaim any obligation, to (a) furnish updated projections to holders of Claims or Interests prior to the Effective Date or to any party after the Effective Date, (b) include such updated information in any documents that may be required to be filed with the SEC, or (c) otherwise make such updated information publicly available. See the Disclaimer set forth below.

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2. Summary of Significant Assumptions

The Debtors’ management has developed the Financial Projections to assist holders of Claims and Interests in their evaluation of the Plan and to analyze its feasibility. The Financial Projections are based upon a number of significant assumptions, which along with the Financial Projections are set forth in Appendix B.

DISCLAIMER

THE FINANCIAL PROJECTIONS PROVIDED IN THIS DISCLOSURE STATEMENT HAVE BEEN PREPARED EXCLUSIVELY BY THE DEBTORS’ MANAGEMENT. THESE FINANCIAL PROJECTIONS, WHILE PRESENTED WITH NUMERICAL SPECIFICITY, ARE NECESSARILY BASED ON A VARIETY OF ESTIMATES AND ASSUMPTIONS WHICH, THOUGH CONSIDERED REASONABLE BY MANAGEMENT, MAY NOT BE REALIZED, AND ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE DEBTORS’ CONTROL. NO REPRESENTATIONS CAN BE MADE AS TO THE ACCURACY OF THESE FINANCIAL PROJECTIONS OR TO OC’S ABILITY TO ACHIEVE THE PROJECTED RESULTS. SOME ASSUMPTIONS INEVITABLY WILL NOT MATERIALIZE. FURTHER, EVENTS AND CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THESE FINANCIAL PROJECTIONS WERE PREPARED MAY BE DIFFERENT FROM THOSE ASSUMED OR, ALTERNATIVELY, MAY HAVE BEEN UNANTICIPATED, AND THUS THE OCCURRENCE OF THESE EVENTS MAY AFFECT FINANCIAL RESULTS IN A MATERIAL AND POSSIBLY ADVERSE MANNER. THE FINANCIAL PROJECTIONS, THEREFORE, MAY NOT BE RELIED UPON AS A GUARANTEE OR OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR. THESE FINANCIAL PROJECTIONS SHOULD BE CONSIDERED IN CONJUNCTION WITH THE RISK FACTORS SET FORTH IN SECTION XIV OF THIS DISCLOSURE STATEMENT ENTITLED “CERTAIN RISK FACTORS TO BE CONSIDERED.”

VII. SUMMARY OF THE PLAN OF REORGANIZATION

A. Introduction

THIS SECTION PROVIDES A SUMMARY OF THE STRUCTURE AND MEANS FOR IMPLEMENTATION OF THE PLAN, AND OF THE CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE PLAN (AS WELL AS THE EXHIBITS THERETO AND DEFINITIONS THEREIN), WHICH IS ATTACHED TO THIS DISCLOSURE STATEMENT AS APPENDIX A.

THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT INCLUDE SUMMARIES OF THE PROVISIONS CONTAINED IN THE PLAN AND IN

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DOCUMENTS REFERRED TO THEREIN. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT DO NOT PURPORT TO BE PRECISE OR COMPLETE STATEMENTS OF ALL THE TERMS AND PROVISIONS OF THE PLAN OR DOCUMENTS REFERRED TO THEREIN, AND REFERENCE IS MADE TO THE PLAN AND TO SUCH DOCUMENTS FOR THE FULL AND COMPLETE STATEMENTS OF SUCH TERMS AND PROVISIONS.

THE PLAN ITSELF AND THE DOCUMENTS REFERRED TO THEREIN WILL CONTROL THE ACTUAL TREATMENT OF CLAIMS AGAINST, AND INTERESTS IN, THE DEBTORS UNDER THE PLAN AND WILL, UPON THE EFFECTIVE DATE, BE BINDING UPON HOLDERS OF CLAIMS AGAINST, OR INTERESTS IN, THE DEBTORS, THE REORGANIZED DEBTORS AND OTHER PARTIES IN INTEREST. IN THE EVENT OF ANY CONFLICT BETWEEN THIS DISCLOSURE STATEMENT AND THE PLAN OR ANY OTHER OPERATIVE DOCUMENT, THE TERMS OF THE PLAN AND/OR SUCH OTHER OPERATIVE DOCUMENTS WILL CONTROL.

The Debtors, the Asbestos Claimants’ Committee, and the Future Claimants’ Representative are the proponents of the Plan within the meaning of Section 1129 of the Bankruptcy Code. The Steering Committee supports the Plan.

Although IPM, Inc., Vytec Corporation and Owens-Corning Fibreglas Sweden Inc. have not filed under Chapter 11 at the present time, OCD reserves the right to initiate Chapter 11 proceedings on behalf of some or all of such entities prior to the Confirmation Date, in the event OCD deems it necessary to do so in order to effectuate the terms of the Plan, in which case such entities would be included in the Plan. Certain other of OCD’s Subsidiaries (including certain foreign entities and joint ventures) also have not commenced cases under Chapter 11 of the Bankruptcy Code, and accordingly continue to operate their businesses in the ordinary course. A list of the Non-Debtor Subsidiaries is attached to the Plan as Schedule II. Although the Non-Debtor Subsidiaries have not filed under Chapter 11 at the present time, one or more of the Non-Debtor Subsidiaries may file for reorganization under Chapter 11 in the future. The timing of any such filing would be determined at a later date, but any such filing would be made to permit the inclusion of such entities as part of the Plan. In the event of such filings, the Debtors reserve the right to file first day motions seeking authority to pay all trade creditors as critical vendors in order to avoid any potential disruption of OC’s foreign operations. Moreover, the Plan will provide for full payment of all such trade creditors. In the event that any such additional filings are not required to effectuate the terms of the Plan, the Debtors reserve the right not to cause such entities to file for bankruptcy protection.

Some creditors may hold Claims in multiple Classes. The Plan provides that the treatment of Claims in certain Classes may vary depending, in part, upon the acceptance or rejection of the Plan by certain Classes. The Debtors nevertheless believe that such treatment complies with the provisions of the Bankruptcy Code. To the extent that any party raises an objection to such treatment resulting from the rejection of the Plan by one or more Classes, the Court may determine the validity of such objection at the Confirmation Hearing.

Subject to certain restrictions and requirements set forth in Section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and Section 14.4 of the Plan, the Plan Proponents reserve the right to alter, amend, modify, revoke or withdraw the Plan prior to its substantial consummation.

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B. TREATMENT OF CLAIMS AND INTERESTS

1. Unclassified Claims

(a) DIP Facility Claims

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which a DIP Facility Claim becomes an Allowed DIP Facility Claim or (iii) the date on which a DIP Facility Claim becomes payable pursuant to any agreement between a Debtor and the holder of such DIP Facility Claim, each holder of an Allowed DIP Facility Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed DIP Facility Claim (x) Cash equal to the unpaid portion of such Allowed DIP Facility Claim or (y) such other treatment as the applicable Debtor and such holder shall have agreed in writing. In addition, on or as soon as reasonably practicable after the Effective Date, letters of credit under the DIP Facility shall be refinanced under the Exit Facility.

(b) Administrative Claims

Except as otherwise provided in the Plan and subject to the requirements hereof, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which an Administrative Claim becomes an Allowed Administrative Claim or (iii) the date on which an Administrative Claim becomes payable pursuant to any agreement between a Debtor and the holder of such Administrative Claim, each holder of an Allowed Administrative Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Administrative Claim (a) Cash equal to the unpaid portion of such Allowed Administrative Claim or (b) such other treatment as the applicable Debtor and such holder shall have agreed in writing; provided, however, that Allowed Administrative Claims with respect to liabilities incurred by a Debtor in the ordinary course of business during the Chapter 11 Cases shall be paid in the ordinary course of business in accordance with the terms and conditions of any agreements relating thereto.

Holders of Administrative Claims based on liabilities incurred by the Debtors in the ordinary course of their businesses shall not be required to file or serve any request for payment of such Claims, as such liabilities shall be paid, performed or settled when due in accordance with the terms and conditions of the particular agreements governing such obligations.

(c) Priority Tax Claims

Except to the extent that a holder of an Allowed Priority Tax Claim has been paid by the Debtors prior to the Initial Distribution Date or has agreed in writing to a different treatment, each holder of an Allowed Priority Tax Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Priority Tax Claim, at the sole discretion of the Debtors, (i) Cash equal to the amount of such Allowed Priority Tax Claim on the later of the Initial Distribution Date and the date such Priority Tax

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Claim becomes an Allowed Claim, or as soon thereafter as is practicable, (ii) deferred Cash payments, having a value as of the Effective Date equal to such Allowed Priority Tax Claim (based upon interest at a rate of 4% per annum), over a period not exceeding six (6) years after the assessment of the tax on which such Claim is based as the applicable Debtor and such holder shall have agreed in writing, or (iii) such other treatment as the applicable Debtor and such holder shall have agreed in writing.

2. Unimpaired Claims: Other Priority Claims (Classes A1 through U1), Other Secured Tax Claims (Classes A2-A through U2-A) and Other Secured Claims (A2-B through U2-B)

(a) Classes A1 through U1: Other Priority Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Other Priority Claim becomes an Allowed Other Priority Claim, or (iii) the date on which such Other Priority Claim becomes due and payable pursuant to any agreement between the Debtors and a holder of an Other Priority Claim, each holder of an Allowed Other Priority Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Other Priority Claim (a) Cash equal to the unpaid portion of such Allowed Other Priority Claim or (b) such other treatment as the Debtors and such holder shall have agreed in writing. All Allowed Other Priority Claims which are not by their terms due and payable on or before the Effective Date shall be paid in the ordinary course of business in accordance with the terms thereof.

(ii) Status

Other Priority Claims are Unimpaired. Holders of Other Priority Claims shall be deemed to have accepted the Plan, and accordingly are not entitled to vote to accept or reject the Plan.

(b) Class A2-A through U2-A: Other Secured Tax Claims

(i) Treatment

Except to the extent that a holder of an Allowed Other Secured Tax Claim has been paid by the Debtors prior to the Initial Distribution Date or has agreed in writing to a different treatment, each holder of an Allowed Other Secured Tax Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Other Secured Tax Claim, at the sole discretion of the Debtors, (i) Cash equal to the amount of such Allowed Other Secured Tax Claim, including any interest on such Allowed Other Secured Tax Claim required to be paid pursuant to Section 506(b) of the Bankruptcy Code, on the later of the Initial Distribution Date and the date such Other Secured Tax Claim becomes an Allowed Claim, or as soon thereafter as is practicable, (ii) deferred Cash payments, having a value as of the Effective Date equal to such Allowed Other Secured Tax Claim (based upon interest at a rate of 4% per annum), over a period not exceeding six (6) years after the assessment of the tax on which such Claim is based as the Debtors and such holder shall have agreed in

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writing, or (iii) such other treatment as the Debtors and such holder shall have agreed in writing. The Debtors’ failure to object to any Other Secured Tax Claim in the Chapter 11 Cases shall be without prejudice to the rights of the Debtors or the Reorganized Debtors to contest or otherwise defend against such Claim in the appropriate forum when and if such Claim is sought to be enforced by the holder of such Claim. Nothing in the Plan or elsewhere shall preclude the Debtors or Reorganized Debtors from challenging the validity of any alleged Encumbrance on any asset of a Debtor or Reorganized Debtor or the value of any collateral.

Each holder of an Allowed Other Secured Tax Claim shall retain the Encumbrances (or replacement Encumbrances as may be contemplated under nonbankruptcy law) securing its Allowed Other Secured Tax Claim as of the Effective Date until full and final payment of such Allowed Other Secured Tax Claim is made as provided in the Plan, and upon such full and final payment, such Encumbrances shall be deemed null and void and shall be unenforceable for all purposes.

(ii) Status

Other Secured Tax Claims are Unimpaired. Holders of Other Secured Tax Claims shall be deemed to have accepted the Plan, and accordingly are not entitled to vote to accept or reject the Plan.

(c) Class A2-B through U2-B: Other Secured Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Other Secured Claim becomes an Allowed Other Secured Claim or (iii) the date on which such Other Secured Claim becomes due and payable pursuant to any agreement between a Debtor and the holder of an Allowed Other Secured Claim, each holder of an Allowed Other Secured Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Other Secured Claim, at the sole discretion of the Debtors, (a) Cash equal to the unpaid portion of such Allowed Other Secured Claim, (b) Reinstatement of the legal equitable and contractual rights of the holder of such Allowed Other Secured Claim, subject to the provisions of Article VII of the Plan, or (c) such other treatment as the Debtors and such holder shall have agreed in writing. The Debtors’ failure to object to any Other Secured Claim in the Chapter 11 Cases shall be without prejudice to the rights of the Debtors or the Reorganized Debtors to contest or otherwise defend against such Claim in the appropriate forum when and if such Claim is sought to be enforced by the holder of such Claim. Nothing in the Plan or elsewhere shall preclude the Debtors or Reorganized Debtors from challenging the validity of any alleged Encumbrance on any asset of a Debtor or the value of any collateral.

(ii) Status

Other Secured Claims are Unimpaired. Holders of Other Secured Claims shall be deemed to have accepted the Plan, and accordingly are not entitled to vote to accept or reject the Plan.

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3. OCD (Classes A3 through A12)

(a) Class A3: OCD Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A3 Claim becomes an Allowed Class A3 Claim, or (iii) the date on which such Class A3 Claim becomes due and payable pursuant to any agreement between OCD and a holder of a Class A3 Claim, each holder of an Allowed Class A3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class A3 Claim (a) Cash equal to the amount of such Allowed Class A3 Claim or (b) such other treatment as OCD and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class A6-A or A6-B that desires treatment of such Claim as a Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim. For the avoidance of doubt, any holder of a Convenience Claim, including, without limitation, any holder of a Claim in Class A6-A or A6-B that elects to have such Claim treated as a Convenience Claim, shall not be entitled to participate in the Rights Offering.

(iii) Status

Class A3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class A3 shall be entitled to vote to accept or reject the Plan.

(b) Class A4: OCD Bank Holders Claims

(i) Allowance

The Class A4 Claims shall be Allowed in the amount of approximately $1.475 billion (excluding approximately $69 million of undrawn pre-petition letters of credit).¹¹

¹¹ This estimate of Class A4 Claims represents the amount outstanding under the 1997 Credit Agreement as of the Petition Date, including certain amounts related to letters of credit drawn or expected to be drawn prior to the Effective Date, less the application of certain frozen funds. It does not include any amounts for post-petition interest or fees.

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(ii) Treatment

(A) In full satisfaction, release and discharge of, and in exchange for their Allowed Claims against the various Debtors and claims against certain of the Non-Debtor Subsidiaries (including, without limitation, their Allowed Class A4 Claims), on or after the Effective Date, each holder of an Allowed Class A4 Claim shall receive such holder’s Pro Rata share of Cash in an aggregate amount equal to the sum of the amount of the Allowed Class A4 Claims plus the Bank Default Interest and Fee Amount;¹² provided, however, that as a condition to obtaining such payment, each holder of an Allowed Class A4 Claim shall have executed a Bank Holder Release, as defined in the Final Bank Unimpairment Order, in a form reasonably satisfactory to the Debtors (or the Reorganized Debtors), the other Plan Proponents and CSFB releasing each of the Debtors, Reorganized Debtors and the Non-Debtor Subsidiaries from the Bank Holders Claims, which Bank Holder Release shall be binding upon each such holder of an Allowed Class A4 Claim and each of its affiliates, successors and assigns to the fullest extent of the law; and

(B) As of the Effective Date, the undrawn pre-petition letters of credit shall be cancelled or replaced by new letters of credit under the Exit Facility.

(C) As of the Effective Date but subject to the Debtors having made the Initial Bank Holders’ Distribution, the rights of any and all Bank Holders to pursue, and receive any benefits of, from or under, the pending appeal of the OCD Asbestos Personal Injury Estimation Order shall be deemed to have been irrevocably waived and released under the Plan to the fullest extent permissible under applicable law (provided that such appeal has not otherwise been dismissed with prejudice on or prior to the Effective Date).

(iii) Status

In accordance with the terms of the Final Unimpairment Order, Class A4 Claims are Unimpaired, and holders of Class A4 Claims shall be deemed to have accepted the Plan, and accordingly are not entitled to vote to accept or reject the Plan.

¹² For purposes of distribution, the Bank Holders Claims shall be deemed to have been satisfied (a) first, against OCD to the fullest extent permissible under applicable law (except as otherwise provided in the Plan) and (b) second, against the various Debtor guarantors and, if applicable, non-Debtor guarantors up to an amount against each such guarantor that would still allow the holders of allowed third-party claims (x) against each such Debtor guarantor to be paid in full, as set forth herein, and (y) to retain their respective rights against each such non-Debtor guarantor under applicable non-bankruptcy law; provided, however, that, the Debtors and their financial advisors have concluded that the ultimate recovery of the Bank Holders Claims pursuant to Section 3.3(b)(ii) of the Plan and other applicable Bank Holder treatment sections in the Plan would not meaningfully change even if the foregoing assumptions regarding the sequencing of the Bank Holders’ recovery were altered.

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(c) Class A5: OCD Bondholders Claims

(i) Allowance

The Class A5 Claims shall be $1.389 billion, plus accrued but unpaid interest as of the Petition Date.¹³

(ii) Treatment

(A) Initial Distribution

(1) If Class A5 accepts the Plan, then:

(a) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A5 Claim, each holder of an Allowed Class A5 Claim who has complied with Section 8.8 of the Plan shall receive on, or as soon as reasonably practicable after, the later of the Effective Date or the date on which such Class A5 Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of an Allowed Class A5 Claim, such holder’s Pro Rata share of the Class A5 Aggregate Distribution;

(b) on, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Class A5 Claim that has properly and timely exercised its Rights pursuant to the Subscription Documents shall receive those Rights Offering Shares to which it is entitled under the Subscription Documents; and

(c) on the first Business Day on which each of the FAIR Act Conditions shall have been satisfied, the Contingent Note and the Trust Stock Pledge shall (and shall be deemed to) be automatically cancelled and defeased without further notice or order of Court and shall be of no further force and effect whatsoever, and no Reserved New OCD Shares shall be issued or delivered to the OC Sub-Account.

(2) If Class A5 rejects the Plan, then:

(a) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A5 Claim, each holder of an Allowed Class A5 Claim who has complied with Section 8.8 of the Plan shall receive on, or as soon as reasonably practicable after, the later of the Initial Distribution Date or the date on which such Class A5 Claim becomes due and payable pursuant to any agreement between OCD and a holder of an Allowed Class A5 Claim, (i) such holder’s Pro Rata share of the product of (w) the Combined OCD Distribution Package and (x) the Class A5 Initial Distribution Percentage, and,

¹³ This amount of Class A5 Claims represents the principal amount and accrued interest outstanding under the Pre-petition Bond Indentures as of the Petition Date based upon OCD’s books and records, and excludes any amounts for post-petition interest or fees. Approval of the Disclosure Statement or confirmation of the Plan is without prejudice to any rights of the Pre-petition Indenture Trustees to assert that a Claim under any Pre-petition Bond Indenture should be Allowed in an amount different from those based on OCD’s books and records. The allowance of any Claim in Class A5 is governed by Section 1.19 and Article IX of the Plan, and the applicable provisions of the Bankruptcy Code and Bankruptcy Rules.

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subject to Section 3.3(c)(ii)(B)(4) of the Plan, (ii) such holder’s Pro Rata share of the product of (y) the Combined OCD Supplemental Distribution Package and (z) a fraction, the numerator of which is the total amount of Allowed Claims in Class A5, and the denominator of which is the aggregate amount of all Allowed Claims in Classes A4, A5 and A6-B;

(b) on, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Class A5 Claim that has properly and timely exercised its Rights pursuant to the Subscription Documents shall receive those Rights Offering Shares to which it is entitled under the Subscription Documents;

(c) the rights of holders of Asbestos Personal Injury Claims, the Asbestos Claimants’ Committee and the Future Claimants’ Representative to assert Integrex Asbestos Personal Injury Claims against Integrex shall be preserved;

(d) the Asbestos Claimants’ Committee and the Future Claimants’ Representative shall have the right to seek a determination at the Confirmation Hearing that certain or all of the Class A11 Claims should be equitably subordinated or recharacterized; and

(e) the OC Sub-Account shall be funded in the manner set forth in Section 3.3(f)(iii)(A) and (C) of the Plan, irrespective of the outcome of the FAIR Act.

(B) Final Distribution

(1) On or as soon as reasonably practicable after the Final Distribution Date, each holder of an Allowed Class A5 Claim shall receive its Pro Rata share of:

(a) regardless of whether Class A5 rejects or accepts the Plan, (i) Cash in an amount equal to the Class A5 Final Distribution Percentage of the Excess Available Cash (if any) and (ii) shares of New OCD Common Stock in an aggregate number equal to the Class A5 Final Distribution Percentage of the Excess New OCD Common Stock (if any); and either

(b) if Class A5 and Class A6-B both accept the Plan, then Cash and New OCD Common Stock in an aggregate amount or number, in each case, equal to the product of (w) the Supplemental Excess Available Cash (if any) and the Supplemental Excess New OCD Common Stock (if any), respectively, and (x) a fraction, the numerator of which is the total amount of Allowed Claims in Class A5, and the denominator of which is the aggregate amount of all Allowed Claims in Classes A5 and A6-B; or

(c) if either Class A5 or Class A6-B rejects the Plan, then Cash and New OCD Common Stock in an aggregate amount or number, in each case, equal to the product of (w) the Supplemental Excess Available Cash (if any) and the Supplemental Excess New OCD Common Stock (if any), respectively, and (x) a fraction, the numerator of which is the total amount of Allowed Claims in Class A5, and the denominator of which is the aggregate amount of all Allowed Claims in Classes A4, A5 and A6-B.

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(C) Indenture Trustee Fees

If Class A5 accepts the Plan, then, on or as soon as reasonably practicable after, the Effective Date, the Pre-petition Indenture Trustees shall be paid the Indenture Trustee Fees in Cash without any corresponding reduction in the distributions to holders of Class A5 Bondholder Claims under the Plan. If Class A5 rejects the Plan, then holders of Class A5 Bondholder Claims may have their distributions under the Plan reduced to the extent that any of the Pre-petition Indenture Trustees exercises any applicable rights under the Pre-petition Bond Indentures to recover its Indenture Trustee Fees from the distributions to be paid to Holders of Class A5 Bondholder Claims under the Plan. Any payment of such costs or expenses shall commensurately reduce the recovery realized under the Plan by holders of Class A5 Bondholder Claims.

The Securities and Exchange Commission (the “Commission”) has asserted that fees and expenses of the Pre-petition Indenture Trustees should be subject to the review of the Bankruptcy Court for reasonableness. The Commission reserves the right to object to the Plan to the extent the Plan does not provide for such review.

(iii) Status

Class A5 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class A5 shall be entitled to vote to accept or reject the Plan.

(d) Class A6-A: OCD General Unsecured Claims

(i) Allowance

The Class A6-A Claims shall be allowed or disallowed pursuant to the procedures for resolving disputed, contingent and unliquidated Claims set forth in Article IX of the Plan.

(ii) Treatment

(A) Initial Distribution

(1) If Class A5 and Class A6-A both accept the Plan, then:

(a) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A6-A Claim, each holder of an Allowed Class A6-A Claim shall receive on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A6-A Claim becomes an Allowed Class A6-A Claim, or (iii) the date on which such Class A6-A Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of a Class A6-A Claim, such holder’s

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Pro Rata share of the Class A6-A Aggregate Distribution; provided, however, for the avoidance of doubt, that each holder of a Class A6-A Claim that is not an Allowed Claim as of the Effective Date and becomes an Allowed Claim after the Effective Date shall receive (from the Disputed Distribution Reserve, as set forth in Section 9.4(c) of the Plan) a distribution in the same amount as such holder would have received had such Claim been an Allowed Claim as of the Effective Date; and

(b) on, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Class A6-A Claim that has properly and timely exercised its Rights pursuant to the Subscription Documents shall receive those Rights Offering Shares to which it is entitled under the Subscription Documents.

(2) If Class A5 rejects the Plan and Class A6-A accepts the Plan, then:

(a) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A6-A Claim, each holder of an Allowed Class A6-A Claim shall receive on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A6-A Claim becomes an Allowed Class A6-A Claim, or (iii) the date on which such Class A6-A Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of a Class A6-A Claim, such holder’s Pro Rata share of the product of (x) the Class A6-A Initial Distribution Percentage and (y) the Combined OCD Distribution Package; provided, however, for the avoidance of doubt, that each holder of a Class A6-A Claim that is not an Allowed Claim as of the Effective Date and becomes an Allowed Claim after the Effective Date shall receive (from the Disputed Distribution Reserve, as set forth in Section 9.4(c) of the Plan) the same distribution as such holder would have received had such Claim been an Allowed Claim as of the Effective Date;

(b) on, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Class A6-A Claim that has properly and timely exercised its Rights pursuant to the Subscription Documents shall receive those Rights Offering Shares to which it is entitled under the Subscription Documents; and

(c) the rights of holders of Asbestos Personal Injury Claims, the Asbestos Claimants’ Committee and the Future Claimants’ Representative to assert Integrex Asbestos Personal Injury Claims against Integrex shall be preserved.

(3) If Class A5 rejects the Plan and Class A6-A rejects the Plan, then:

(a) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A6-A Claim, each holder of an Allowed Class A6-A Claim shall receive on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A6-A Claim becomes an Allowed Class A6-A Claim, or (iii) the date on which such Class A6-A Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of a Class A6-A Claim, such holder’s Pro Rata share of the product of (x) the Class A6-A Initial Distribution Percentage and (y) the

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Combined OCD Distribution Package; provided, however, for the avoidance of doubt, that each holder of a Class A6-A Claim that is not an Allowed Claim as of the Effective Date and becomes an Allowed Claim after the Effective Date shall receive (from the Disputed Distribution Reserve, as set forth in Section 9.4(c) of the Plan) the same distribution as such holder would have received had such Claim been an Allowed Claim as of the Effective Date;

(b) the Rights offered to holders of Class A6-A Claims pursuant to the Rights Offering shall be deemed null and void, and the associated Rights Offering Purchase Price Proceeds shall be returned to subscribing holders of Eligible Class A6-A Claims in the amounts and manner set forth in the Subscription Documents; and

(c) the rights of holders of Asbestos Personal Injury Claims, the Asbestos Claimants’ Committee and the Future Claimants’ Representative to assert Integrex Asbestos Personal Injury Claims against Integrex shall be preserved.

(4) If Class A5 accepts the Plan and Class A6-A rejects the Plan, then:

(a) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A6-A Claim, each holder of an Allowed Class A6-A Claim shall receive on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A6-A Claim becomes an Allowed Class A6-A Claim, or (iii) the date on which such Class A6-A Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of a Class A6-A Claim, such holder’s Pro Rata share of Cash in an amount equal to the product of (x) the Class A6-A Initial Distribution Percentage and (y) the Combined OCD Distribution Package Value; provided, however, for the avoidance of doubt, that each holder of a Class A6-A Claim that is not an Allowed Claim as of the Effective Date and becomes an Allowed Claim after the Effective Date shall receive (from the Disputed Distribution Reserve, as set forth in Section 9.4(c) of the Plan) a distribution in the same amount as such holder would have received had such Claim been an Allowed Claim as of the Effective Date;

(b) the Rights offered to holders of Class A6-A Claims pursuant to the Rights Offering shall be deemed null and void, and the associated Rights Offering Purchase Price Proceeds shall be returned to subscribing holders of Eligible Class A6-A Claims in the amounts and manner set forth in the Subscription Documents; and

(c) for purposes of calculating the distributions to holders of Allowed Class A6-A Claims pursuant to Section 3.3(d)(ii)(C)(1) of the Plan, the rights of holders of Asbestos Personal Injury Claims, the Asbestos Claimants’ Committee and the Future Claimants’ Representative to assert Integrex Asbestos Personal Injury Claims against Integrex shall be preserved.

(B) Final Distribution

(1) If Class A5 and Class A6-A both accept the Plan, then on or as soon as reasonably practicable after the Final Distribution Date, each holder of an Allowed Class A6-A Claim shall receive its Pro Rata share of that portion of the Class A6-A Aggregate Distribution remaining in the Disputed Distribution Reserve as of such date.

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(2) If either Class A5 or Class A6-A rejects the Plan, then on or as soon as reasonably practicable after the Final Distribution Date, each holder of an Allowed Class A6-A Claim shall receive its Pro Rata share of (i) Cash in an amount equal to the Class A6-A Final Distribution Percentage of Excess Available Cash and (ii) shares of New OCD Common Stock in an aggregate number equal to the Class A6-A Final Distribution Percentage of the Excess New OCD Common Stock (solely to the extent such holder received New OCD Common Stock as part of its initial distribution).

(iii) Status

Class A6-A Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class A6-A shall be entitled to vote to accept or reject the Plan.

(e) Class A6-B: OCD General Unsecured/Senior Indebtedness Claims

(i) Allowance

The Class A6-B Claims shall be allowed or disallowed pursuant to the procedures for resolving disputed, contingent and unliquidated Claims set forth in Article IX of the Plan.

(ii) Treatment

(A) Initial Distribution

(1) If Class A5 and Class A6-B both accept the Plan, then:

(a) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A6-B Claim, each holder of an Allowed Class A6-B Claim shall receive on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A6-B Claim becomes an Allowed Class A6-B Claim, or (iii) the date on which such Class A6-B Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of an Allowed Class A6-B Claim, such holder’s Pro Rata share of the Class A6-B Aggregate Distribution; provided, however, for the avoidance of doubt, that each holder of a Class A6-B Claim that is not an Allowed Claim as of the Effective Date and becomes an Allowed Claim after the Effective Date shall receive (from the Disputed Distribution Reserve, as set forth in Section 9.4(c) of the Plan) a distribution in the same amount as such holder would have received had such Claim been an Allowed Claim as of the Effective Date; and

(b) on, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Class A6-B Claim that has properly and timely exercised its Rights pursuant to the Subscription Documents shall receive those Rights Offering Shares to which it is entitled under the Subscription Documents.

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(2) If Class A5 rejects the Plan and Class A6-B accepts the Plan, then:

(a) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A6-B Claim, each holder of an Allowed Class A6-B Claim shall receive on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A6-B Claim becomes an Allowed Class A6-B Claim, or (iii) the date on which such Class A6-B Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of a Class A6-B Claim, (i) such holder’s Pro Rata share of the product of (w) the Combined OCD Distribution Package and (x) the Class A6-B Initial Distribution Percentage, and, subject to Section 3.3(e)(ii)(B)(4) of the Plan, (ii) such holder’s Pro Rata share of the product of (y) the Combined OCD Supplemental Distribution Package and (z) a fraction, the numerator of which is the total amount of Allowed Claims in Class A6-B, and the denominator of which is the aggregate amount of all Allowed Claims in Classes A4, A5 and A6-B;

(b) on, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Class A6-B Claim that has properly and timely exercised its Rights pursuant to the Subscription Documents shall receive those Rights Offering Shares to which it is entitled under the Subscription Documents;

(c) the rights of holders of Asbestos Personal Injury Claims, the Asbestos Claimants’ Committee and the Future Claimants’ Representative to assert Integrex Asbestos Personal Injury Claims against Integrex shall be preserved; and

(d) the Asbestos Claimants’ Committee and the Future Claimants’ Representative shall have the right to seek a determination at the Confirmation Hearing that certain or all of the Class A11 Claims should be equitably subordinated or recharacterized.

(3) If Class A5 rejects the Plan and Class A6-B rejects the Plan, then:

(a) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A6-B Claim, each holder of an Allowed Class A6-B Claim shall receive on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A6-B Claim becomes an Allowed Class A6-B Claim, or (iii) the date on which such Class A6-B Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of a Class A6-B Claim, (i) such holder’s Pro Rata share of the product of (w) the Combined OCD Distribution Package and (x) the Class A6-B Initial Distribution Percentage, and, subject to Section 3.3(e)(ii)(B)(4) of the Plan, (ii) such holder’s Pro Rata share of the product of (y) the Combined OCD Supplemental Distribution Package and (z) a fraction, the numerator of which is the total amount of Allowed Claims in Class A6-B, and the denominator of which is the aggregate amount of all Allowed Claims in Classes A4, A5 and A6-B;

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(b) the Rights offered to holders of Class A6-B Claims pursuant to the Rights Offering shall be deemed null and void, and the associated Rights Offering Purchase Price Proceeds shall be returned to subscribing holders of Eligible Class A5 Claims in the amounts and manner set forth in the Subscription Documents;

(c) the rights of holders of Asbestos Personal Injury Claims, the Asbestos Claimants’ Committee and the Future Claimants’ Representative to assert Integrex Asbestos Personal Injury Claims against Integrex shall be preserved; and

(d) the Asbestos Claimants’ Committee and the Future Claimants’ Representative shall have the right to seek a determination at the Confirmation Hearing that certain or all of the Class A11 Claims should be equitably subordinated or recharacterized.

(4) If Class A5 accepts the Plan and Class A6-B rejects the Plan, then:

(a) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A6-B Claim, each holder of an Allowed Class A6-B Claim shall receive on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class A6-B Claim becomes an Allowed Class A6-B Claim, or (iii) the date on which such Class A6-B Claim becomes due and payable pursuant to any agreement between a Debtor and a holder of a Class A6-B Claim, Cash in an amount equal to (i) such holder’s Pro Rata share of the product of (w) the Combined OCD Distribution Package Value and (x) the Class A6-B Initial Distribution Percentage, and, subject to Section 3.3(e)(ii)(B)(4) of the Plan, (ii) such holder’s Pro Rata share of the product of (y) the Combined OCD Supplemental Distribution Package Value and (z) a fraction, the numerator of which is the total amount of Allowed Claims in Class A6-B, and the denominator of which is the aggregate amount of all Allowed Claims in Classes A4, A5 and A6-B; provided, however, for the avoidance of doubt, that each holder of a Class A6-B Claim that is not an Allowed Claim as of the Effective Date and becomes an Allowed Claim after the Effective Date shall receive (from the Disputed Distribution Reserve, as set forth in Section 9.4(c) of the Plan) a distribution in the same amount as such holder would have received had such Claim been an Allowed Claim as of the Effective Date;

(b) the Rights offered to holders of Class A6-B Claims pursuant to the Rights Offering shall be deemed null and void, and the associated Rights Offering Purchase Price Proceeds shall be returned to subscribing holders of Eligible Class A6-B Claims in the amounts and manner set forth in the Subscription Documents;

(c) for purposes of calculating the distributions to holders of Allowed Class A6-B Claims pursuant to Section 3.3(e)(ii)(C)(1) of the Plan, the rights of holders of Asbestos Personal Injury Claims, the Asbestos Claimants’ Committee and the Future Claimants’ Representative to assert Integrex Asbestos Personal Injury Claims against Integrex shall be preserved; and

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(d) for purposes of calculating the distributions to holders of Allowed Class A6-B Claims pursuant to Section 3.3(e)(ii)(C)(1) to the Plan, the Asbestos Claimants’ Committee and the Future Claimants’ Representative shall have the right to seek a determination at the Confirmation Hearing that certain or all of the Class A11 Claims should be equitably subordinated or recharacterized.

(B) Final Distribution

(1) If Class A5 and Class A6-B both accept the Plan, then on or as soon as reasonably practicable after the Final Distribution Date, each holder of an Allowed Class A6-B Claim shall receive its Pro Rata share of that portion of the Class A6-B Aggregate Distribution remaining in the Disputed Distribution Reserve as of such date.

(2) If either Class A5 or Class A6-B rejects the Plan, then on or as soon as reasonably practicable after the Final Distribution Date, each holder of an Allowed Class A6-B Claim shall receive its Pro Rata share of

(a) (i) Cash in an amount equal to the Class A6-B Final Distribution Percentage of the Excess Available Cash and (ii) shares of New OCD Common Stock in an aggregate number equal to the Class A6-B Final Distribution Percentage of the Excess New OCD Common Stock (solely to the extent such holder received New OCD Common Stock as part of its initial distribution); and

(b) Cash and New OCD Common Stock in an aggregate amount or number, in each case, equal to the product of (w) the Supplemental Excess Available Cash, the Supplemental Excess New OCD Common Stock (solely to the extent such holder received New OCD Common Stock as part of its initial distribution), respectively, and (x) a fraction, the numerator of which is the total amount of Allowed Claims in Class A6-B, and the denominator of which is the aggregate amount of all Allowed Claims in Classes A4, A5 and A6-B.

(iii) Status

Class A6-B Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class A6-B shall be entitled to vote to accept or reject the Plan.

Classes A5, A6-A and A6-B each could receive smaller distributions and/or distributions in different forms (different proportions of Cash versus New OCD Common Stock) if their Class rejects the Plan, or in the case of Class A6-A and Class A6-B, if Class A-5 rejects the Plan. The differences in treatment primarily result from the conditioning of certain waiver of various rights otherwise available to Class A7 on the acceptance of the Plan by Classes A5, A6-A and A6-B.

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(f) Class A7: OC Asbestos Personal Injury Claims

(i) Estimated Amount

Solely for purposes of the Plan (but not for Allowance or distribution purposes), the Class A7 Claims shall be estimated at the Class A7 Aggregate Amount.

(ii) Treatment

ALL OC ASBESTOS PERSONAL INJURY CLAIMS SHALL BE CHANNELED TO THE ASBESTOS PERSONAL INJURY TRUST, AND SHALL BE PROCESSED, LIQUIDATED AND PAID PURSUANT TO THE TERMS AND PROVISIONS OF THE ASBESTOS PERSONAL INJURY TRUST DISTRIBUTION PROCEDURES AND THE ASBESTOS PERSONAL INJURY TRUST AGREEMENT. THE ASBESTOS PERSONAL INJURY TRUST SHALL BE FUNDED IN THE MANNER DESCRIBED BELOW. THE SOLE RECOURSE OF THE HOLDER OF AN OC ASBESTOS PERSONAL INJURY CLAIM SHALL BE THE ASBESTOS PERSONAL INJURY TRUST, AND SUCH HOLDER SHALL HAVE NO RIGHT WHATSOEVER AT ANY TIME TO ASSERT ITS CLAIM OR DEMAND AGAINST ANY DEBTOR, REORGANIZED DEBTOR OR PROTECTED PARTY. WITHOUT LIMITING THE FOREGOING, ON THE EFFECTIVE DATE, ALL PERSONS SHALL BE PERMANENTLY AND FOREVER STAYED, RESTRAINED, AND ENJOINED FROM TAKING ANY ENJOINED ACTIONS FOR THE PURPOSE OF, DIRECTLY OR INDIRECTLY, COLLECTING, RECOVERING, OR RECEIVING PAYMENT OF, ON, OR WITH RESPECT TO ANY OC ASBESTOS PERSONAL INJURY CLAIM (OTHER THAN ACTIONS BROUGHT TO ENFORCE ANY RIGHT OR OBLIGATION UNDER THE PLAN, ANY EXHIBITS TO THE PLAN, OR ANY OTHER AGREEMENT OR INSTRUMENT BETWEEN THE DEBTORS OR REORGANIZED DEBTORS AND THE ASBESTOS PERSONAL INJURY TRUST, WHICH ACTIONS SHALL BE IN CONFORMITY AND COMPLIANCE WITH THE PROVISIONS HEREOF).

Nothing contained in Section 3.3(f) of the Plan shall constitute or be deemed a waiver of any claim, right, or cause of action that the Debtors, the Reorganized Debtors or the Asbestos Personal Injury Trust may have against any other Person in connection with or arising out of a Class A7 Claim, and the injunction shall not apply to the assertion of any such claim, right, or cause of action by the Debtors, the Reorganized Debtors, or the Asbestos Personal Injury Trust.

(A) Funding of the OC Sub-Account

(1) If Class A5 accepts the Plan, then:

(a) on the Effective Date, the Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account: (i) $1.25 billion in Cash; (ii) the OC Asbestos Personal Injury Liability Insurance Assets; (iii) the OCD Insurance Escrow; and (iv) the right to receive settlement payments due under the AIG Settlement Agreement and the Affiliated FM Settlement Agreement as provided for therein;

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(b) on the Effective Date, Reorganized OCD shall execute and deliver the Contingent Note to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account, and Reorganized OCD’s obligations under the Contingent Note shall be secured by fifty-one percent (51%) of the voting stock of one or more Subsidiaries of Reorganized OCD as determined by the Debtors, the Asbestos Claimants’ Committee, the Future Claimants’ Representative and the Backstop Providers to be appropriate to comply with 11 U.S.C. § 524(g)(2)(B)(i)(III), pursuant to the terms of the Trust Note Stock Pledge and

(c) on the Effective Date, Reorganized OCD shall authorize and provide for the reservation in treasury of the Reserved New OCD Shares pursuant to the Amended and Restated Certificate of Incorporation of Reorganized OCD and related documents.

(2) If Class A5 rejects the Plan, then:

(a) on the Effective Date, the Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account: (i) $1.25 billion in Cash; (ii) the OC Asbestos Personal Injury Liability Insurance Assets; (iii) the OCD Insurance Escrow; and (iv) the right to receive settlement payments due under the AIG Settlement Agreement and the Affiliated FM Settlement Agreement as provided for therein;

(b) on the Effective Date, Reorganized OCD shall execute and deliver the Trust Promisory Note to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account, and Reorganized OCD’s obligations under the Trust Promissory Note shall be secured by fifty-one percent (51%) of the voting stock of one or more Subsidiaries of Reorganized OCD as determined by the Debtors, the Asbestos Claimants’ Committee, the Future Claimants’ Representative, and the Backstop Providers to be appropriate to comply with 11 U.S.C. § 524(g)(2)(B)(i)(III), pursuant to the terms of the Trust Note Stock Pledge;

(c) on the Effective Date, Reorganized OCD shall authorize and provide for the reservation in treasury of the Reserved New OCD Shares pursuant to the Amended and Restated Certificate of Incorporation of Reorganized OCD and related documents;

(d) on the Initial Distribution Date, or as soon as practicable thereafter, the Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account a number of shares of New OCD Common Stock equal to (a) the New OCD Common Stock component of that portion of the Combined OCD Distribution Package equal to the product of (x) the Class A7 Initial Distribution Percentage and (y) the Combined OCD Distribution Package, less (b) 98.2 million shares of New OCD Common Stock; provided, however, that notwithstanding the date on which any distribution of New OCD Common Stock is actually made to the Asbestos Personal Injury

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Trust, the Asbestos Personal Injury Trust shall be deemed to have the rights and benefits of a holder of such New OCD Common Stock as if it were distributed as of the Effective Date.

(3) If Class A5 rejects the Plan, then on or as soon as reasonably practicable after the Final Distribution Date, the Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account the following: (i) Cash in an amount equal to the Class A7 Final Distribution Percentage of Excess Available Cash and (ii) shares of New OCD Common Stock in an aggregate number equal to the Class A7 Final Distribution Percentage of the Excess New OCD Common Stock.

(4) Regardless of whether Class A5 accepts or rejects the Plan, on the Effective Date, or as soon as practicable thereafter, the Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust those defenses, cross-claims, offsets, and recoupments, as well as rights of indemnification, contribution, subrogation, and similar rights described in Section 1.4(b) of the Asbestos Personal Injury Trust Agreement.

(5) Notwithstanding anything to the contrary herein, and regardless of whether Class A5 accepts or rejects the Plan, the FB/OC Asbestos Settlement Payment shall be made to the FB Sub-Account from the distribution made, or otherwise entitled to be made, to the OC Sub-Account pursuant to Section 3.3(f)(iii)(A) or Section 3.3(f)(iii)(B) of the Plan, as may be applicable.

(iii) Status

Class A7 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class A7 shall be entitled to vote to accept or reject the Plan.

(g) Class A10: OCD Intercompany Claims

(i) Allowance

All material issues regarding Class A10 Claims that are not resolved among the Plan Proponents or otherwise prior to the Confirmation Hearing, shall be determined by the Court at the Confirmation Hearing.

(ii) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class A10 Claim, on, or as soon as reasonably practicable after, the Initial Distribution Date, each holder of an Allowed Class A10 Claim shall be credited with value equal to such holder’s Pro Rata share of the Class A10 Distribution Amount.

(iii) Status

Class A10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class A10 shall be entitled to vote to accept or reject the Plan.

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(h) Class A11: OCD Subordinated Claims

(i) Allowance

Subject to Sections 3.3(c)(ii)(B)(4) and 3.3(e)(ii)(B)(4) of the Plan, the Class A11 Claims related to the MIPS Claims and Interests and the OCFBV Class A11 Claim shall be Allowed in the amounts of approximately $253.2 million and $23.3 million, respectively. All material issues regarding any other asserted Class A11 Claims that are not resolved among the Plan Proponents or otherwise prior to the Confirmation Hearing (including any issues regarding the distributions on account of such asserted Class A11 Claims) shall be determined by the Court at the Confirmation Hearing.

(ii) Treatment

(1) If each of Classes A5, A6-A, A6-B, A7, A10 and A11 accepts the Plan, then:

(a) in full satisfaction, release and discharge of, and in exchange for, its Allowed Class A11 Claim, on, or as soon as reasonably practicable after the Effective Date, but no later than the Initial Distribution Date, each holder of an Allowed Class A11 Claim (other than any Affiliate of OCD, including without limitation, Owens-Corning Capital L.L.C.) shall receive such holder’s Pro Rata share of the Class A11 Warrants;

(b) on or before the later to occur of (i) the sixtieth (60th) day after the first Business Day on which each of the FAIR Act Conditions shall have been satisfied, and (ii) the sixtieth (60th) day after the Initial Distribution Date, each holder of an Allowed Class A11 Claim (other than any Affiliate of OCD, including, without limitation, Owens-Corning Capital L.L.C.) shall have the right to exchange without cost such holder’s Class A11 Warrants for such holder’s Pro Rata share of 6.142% of the fully-diluted New OCD Common Stock, assuming the exchange of all Class A11 Warrants and Class A12-A Warrants for New OCD Common Stock, but exclusive of any options issued to the management of Reorganized OCD (and restricted shares and options reserved for future issuance to management) pursuant to the Management and Director Arrangements or otherwise;

(c) each holder of an Allowed Class A11 Claim (other than any Affiliate of OCD, including without limitation, Owens-Corning Capital L.L.C.) shall be entitled to receive and retain the distributions set forth in Section 3.3(h)(ii)(A) of the Plan notwithstanding any subordination provisions in the applicable agreements or instruments subordinating such Claims, and each holder of a Claim against or Interest in OCD shall be deemed to have waived and released all contractual, legal and equitable rights and claims, if any, to such distributions or to subordinate or recharacterized any of the Allowed Class A11 Claims, whether such rights and claims arise under such subordination provision, Section 510 of the Bankruptcy Code or otherwise; and

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(d) for the avoidance of doubt, the term “Pro Rata” as used in this Section 3.3(h)(ii)(A) shall not include any Class A11 Claims held by Affiliates of OCD (including, without limitation, Owens-Corning Capital L.L.C.); and

(e) on, or as soon as reasonably practicable after, the Effective Date, the trustees in respect of the Class 11 Claims shall be paid Cash in the amount of their reasonable fees and expenses, including attorneys’ fees, without any corresponding reduction in the distributions to holders of Allowed Class A11 Claims under the Plan.

(2) If any of Classes A5, A6-A, A6-B, A7, A10 or A11 rejects the Plan, then holders of Allowed Class A11 Claims shall not receive the distributions set forth in Section 3.3(h)(ii)(A) of the Plan, and, subject to Sections 3.3(c)(ii)(B)(4) and 3.3(e)(ii)(C)(4) of the Plan, any and all distributions which otherwise would have been made to holders of Allowed Claims in Class A11 had such Claims not been subordinated in accordance with the applicable agreements or instruments subordinating such Claims shall be, and shall be deemed to be, paid or issued to the holders of Allowed Claims in Classes A4, A5 and/or A6-B in accordance with the distribution procedures for such Classes in Sections 3.3(b)(ii), 3.3(c)(ii) and 3.3(e)(ii), respectively.

(iii) Status

Class A11 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class A11 shall be entitled to vote to accept or reject the Plan.

(i) Class A12-A: Existing OCD Common Stock

(i) Treatment

(1) If each of Classes A5, A6-A, A6-B, A7, A10, A11 and A12-A accepts the Plan, then:

(a) in full satisfaction, release and discharge of, and in exchange for, its Existing OCD Common Stock, on, or as soon as reasonably practicable after the Effective Date, but no later than the Initial Distribution Date, each holder of Existing OCD Common Stock shall receive such holder’s Pro Rata share of the Class A12-A Warrants.

(b) on or before the later to occur of (i) the sixtieth (60th) day after the first Business Day on which each of the FAIR Act Conditions shall have been satisfied, and (ii) the sixtieth (60th) day after the Initial Distribution Date, each holder of Existing OCD Common Stock shall have the right to exchange without cost such holder’s Class A12-A Warrants for such holder’s Pro Rata share of fourteen and three-quarters percent (14.75%) of the fully-diluted New OCD Common Stock, assuming the exchange of all Class A11 Warrants and Class A12-A Warrants for New OCD Common Stock, but exclusive of any options issued to the management of Reorganized OCD (and restricted shares and options reserved for future issuance to management) pursuant to the Management and Director Arrangements or otherwise.

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(2) If any of Classes A5, A6-A, A6-B, A7, A10, A11 or A12-A rejects the Plan, then no holder of Existing OCD Common Stock shall be entitled to, or shall receive or retain, any property or interest in property on account of such Existing OCD Common Stock.

(ii) Status

Class A12-A Interests are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Interests in Class A12-A shall be entitled to vote to accept or reject the Plan.

(j) Class A12-B: OCD Interests Other Than Existing OCD Common Stock

(i) Treatment

On the Effective Date, all of the Class A12-B Interests outstanding as of the Effective Date shall be deemed cancelled and extinguished. No holder thereof shall be entitled to, or shall receive or retain, any property or interest in property on account of such Class A12-B Interests.

(ii) Status

Class A12-B Interests are impaired. The holders of the Interests in Class A12-B are deemed to have rejected the Plan and, accordingly, are not required to vote to accept or reject the Plan.

4. Fibreboard (Classes B1 through B12)

(a) Class B3: Fibreboard Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class B3 Claim becomes an Allowed Class B3 Claim, or (iii) the date on which such Class B3 Claim becomes due and payable pursuant to any agreement between Fibreboard and a holder of a Class B3 Claim, each holder of an Allowed Class B3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class B3 Claim (a) Cash equal to the amount of such Allowed Class B3 Claim or (b) such other treatment as Fibreboard and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class B6 that desires treatment of such Claim as a Fibreboard Convenience Claim shall make such election on the Ballot to be

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provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class B3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class B3 shall be entitled to vote to accept or reject the Plan.

(b) Class B4: Fibreboard Bank Holders Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class B4 Claim, each holder of an Allowed Class B4 Claim shall receive the treatment set forth in Section 3.3(b)(ii) of the Plan; provided, however, that, solely for purposes of calculating distributions to other holders of Claims against and Interests in Fibreboard, an amount equal to the Class B4 Distribution Amount shall be, and shall be deemed to be, distributable to the Bank Holders on the Initial Distribution Date on account of their Allowed Class B4 Claims.

(ii) Status

To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class B4 shall be entitled to vote to accept or reject the Plan (consistent with the Voting Procedures, the Debtors take the position that Class B4 is Unimpaired under the Plan).

(c) Class B6: Fibreboard General Unsecured Claims

(i) Treatment

If Class B6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class B6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class B6 Claim becomes an Allowed Class B6 Claim, and (iii) the date on which such Class B6 Claim becomes due and payable pursuant to any agreement between Fibreboard and a holder of a Class B6 Claim, each holder of an Allowed Class B6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class B6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class B6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan; provided further, however, that notwithstanding anything to the contrary herein, holders of Allowed Class B6 Claims which are FB Asbestos Property Damage Claims, if any, shall be paid first from any applicable insurance.

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If Class B6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class B6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class B6 Claim becomes an Allowed Class B6 Claim, and (iii) the date on which such Class B6 Claim becomes due and payable pursuant to any agreement between Fibreboard and a holder of a Class B6 Claim, each holder of an Allowed Class B6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class B6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan; provided further, however, that notwithstanding anything to the contrary herein, holders of Allowed Class B6 Claims which are FB Asbestos Property Damage Claims, if any, shall be paid first from any applicable insurance.

(ii) Status

Class B6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class B6 shall be entitled to vote to accept or reject the Plan.

(d) Class B8: FB Asbestos Personal Injury Claims

(i) Estimated Amount

Solely for purposes of the Plan (but not for Allowance or distribution purposes), the Class B8 Claims shall be estimated at the Class B8 Aggregate Amount.

(ii) Treatment

ALL FB ASBESTOS PERSONAL INJURY CLAIMS SHALL BE CHANNELED TO THE ASBESTOS PERSONAL INJURY TRUST, AND SHALL BE PROCESSED, LIQUIDATED AND PAID PURSUANT TO THE TERMS AND PROVISIONS OF THE ASBESTOS PERSONAL INJURY TRUST DISTRIBUTION PROCEDURES AND THE ASBESTOS PERSONAL INJURY TRUST AGREEMENT. THE ASBESTOS PERSONAL INJURY TRUST SHALL BE FUNDED IN THE MANNER DESCRIBED BELOW. THE SOLE RECOURSE OF THE HOLDER OF AN FB ASBESTOS PERSONAL INJURY CLAIM SHALL BE THE ASBESTOS PERSONAL INJURY TRUST AND SUCH HOLDER SHALL HAVE NO RIGHT WHATSOEVER AT ANY TIME TO ASSERT ITS CLAIM OR DEMAND AGAINST ANY DEBTOR, REORGANIZED DEBTOR OR PROTECTED PARTY. WITHOUT LIMITING THE FOREGOING, ON THE EFFECTIVE DATE, ALL PERSONS SHALL BE PERMANENTLY AND FOREVER STAYED, RESTRAINED, AND ENJOINED FROM TAKING ANY ENJOINED ACTIONS FOR THE PURPOSE OF, DIRECTLY OR INDIRECTLY, COLLECTING, RECOVERING, OR RECEIVING PAYMENT OF, ON, OR WITH RESPECT TO ANY FB ASBESTOS PERSONAL INJURY CLAIM (OTHER THAN ACTIONS BROUGHT TO ENFORCE ANY RIGHT OR OBLIGATION UNDER THE PLAN, ANY EXHIBITS TO THE PLAN, OR ANY OTHER AGREEMENT OR INSTRUMENT BETWEEN THE DEBTORS OR REORGANIZED DEBTORS AND THE ASBESTOS PERSONAL INJURY TRUST, WHICH ACTIONS SHALL BE IN CONFORMITY AND COMPLIANCE WITH THE PROVISIONS OF THE PLAN).

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Nothing contained in Section 3.4(d) of the Plan shall constitute or be deemed a waiver of any claim, right, or cause of action that the Debtors, the Reorganized Debtors or the Asbestos Personal Injury Trust may have against any other Person in connection with or arising out of a Class B8 Claim, and the injunction shall not apply to the assertion of any such claim, right, or cause of action by the Debtors, the Reorganized Debtors, or the Asbestos Personal Injury Trust.

(iii) Funding of the FB Sub-Account

On the Effective Date, the Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust for allocation to the FB Sub-Account the following: (i) the Committed Claims Account; (ii) the FB Sub-Account Settlement Payment; and (iii) those defenses, cross-claims, offsets, and recoupments, as well as rights of indemnification, contribution, subrogation, and similar rights described in Section 1.4(b) of the Asbestos Personal Injury Trust Agreement. In addition, on or after the Effective Date, the FB/OC asbestos Settlement Payment shall be made to the FB Sub-Account pursuant to Section 3.3(f)(iii)(E) of the Plan.

The Reorganized Debtors will, or will use all commercially reasonable efforts to, cause the trustee of the Fibreboard Insurance Settlement Trust to irrevocably transfer and assign (i) the Existing Fibreboard Insurance Settlement Trust Assets, to the Asbestos Personal Injury Trust, for allocation to the FB Sub-Account, on the Effective Date or as soon as practicable thereafter.

The Reorganized Debtors will also execute and deliver, or will use all commercially reasonable efforts to cause the trustee of the Fibreboard Insurance Settlement Trust to execute and deliver, to the Asbestos Personal Injury Trust such documents as the Asbestos Personal Injury Trustees reasonably request in connection with the transfer and assignment of the Existing Fibreboard Insurance Settlement Trust Assets.

The OCD/FB Settlement constitutes a proposed settlement and compromise by and between Fibreboard, on the one hand, and OCD, on the other hand, in resolution of a number of issues and after consideration of several factors, pursuant to which, among other things, upon the Effective Date, (i) the FB Sub-Account Settlement Payment shall be made by OCD to the FB Sub-Account, (ii) the assets distributable to the FB Sub-Account shall be limited to those described in Sections 3.4(d) and 3.4(e) respectively, in the Plan, (iii) holders of Allowed Class B6 and B10 Claims shall be paid in full (excluding post-petition interest), and (iv) the FB/OC Asbestos Settlement Payment shall be made to the FB Sub-Account. The FB Sub-Account Settlement Payment is a combination of Cash and New OCD Common Stock, with an aggregate value of $140 million as of the Effective Date. The FB/OC Asbestos Settlement Payment is a combination of Cash and New OCD Common Stock, with an aggregate value of $63 million as of the Effective Date.

The OCD/FB Settlement is premised in part upon the assumption that, prior to the acquisition of Fibreboard by OCD, additional assets were available

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to pay the FB Asbestos Personal Injury Claims, but the subsequent corporate restructuring, asset swaps, and guaranties of the 1997 Credit Agreement left Fibreboard without any material assets to pay FB Asbestos Personal Injury Claims other than the Existing Fibreboard Insurance Settlement Trust Assets and the Committed Claims Account. Thus, the FB Sub-Account Settlement Payment represents a settlement and compromise of any right of FB Asbestos Personal Injury Claims to assert direct claims against OCD, to the potential detriment of OCD creditors and interest holders.

In determining the amount of the FB Sub-Account Settlement Payment, the Debtors, the Asbestos Claimants’ Committee and the Future Claimants’ Representative reviewed various information including (1) the hypothetical enterprise value of Fibreboard and its operating subsidiaries, (2) the restructuring of Fibreboard and its subsidiaries and the asset swaps between Fibreboard and OCD subsequent to the acquisition by OCD (in particular the swap of the Cultured Stone business in 1999 for certain OCD assets), (3) the estimated claims against Fibreboard and its operating subsidiaries, both external claims and intercompany claims, and (4) administrative expenses and other obligations borne by the OCD estate on behalf of the Fibreboard estate. Accordingly, the parties analyzed the values that hypothetically might have been available to holders of FB Asbestos Personal Injury Claims (in addition to the Fibreboard Insurance Settlement Trust) had Fibreboard not been a part of the OC consolidated operation and guaranteed the obligations to the Bank Holders. The Plan Proponents view these factors as an appropriate basis for a payment to compensate the holders of FB Asbestos Personal Injury Claims to give up any direct claims against OCD.

Thus, the establishment of the OCD/FB Settlement is the product of negotiation and compromise concerning matters involving several factors which are difficult to quantify or value. The Plan Proponents believe the OCD/FB Settlement (including the FB Sub-Account Settlement Payment and the FB/OC Asbestos Settlement Payment) represents a fair and equitable resolution of all issues concerning the source of payment to the holders of FB Asbestos Personal Injury Claims and the agreement for these holders not to assert any claims against OCD (or any of its affiliates other than Fibreboard).

(iv) Status

Class B8 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class B8 shall be entitled to vote to accept or reject the Plan.

(e) Class B10: Fibreboard Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class B10 Claim, each holder of an Allowed Class B10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class B10 Claim (excluding post-petition interest).

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(ii) Status

Class B10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class B10 shall be entitled to vote to accept or reject the Plan.

(f) Class B12: Fibreboard Interests

(i) Treatment

Each holder of an Allowed Interest in Class B12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class B12 is Unimpaired and holders of Class B12 Interests are thus not entitled to vote to accept or reject the Plan.

5. ESI (Classes C1 through C12)

(a) Class C3: ESI Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class C3 Claim becomes an Allowed Class C3 Claim, or (iii) the date on which such Class C3 Claim becomes due and payable pursuant to any agreement between ESI and a holder of a Class C3 Claim, each holder of an Allowed Class C3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class C3 Claim (a) Cash equal to the amount of such Allowed Class C3 Claim or (b) such other treatment as ESI and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class C6 that desires treatment of such Claim as an ESI Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class C3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class C3 shall be entitled to vote to accept or reject the Plan.

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(b) Class C4: ESI Bank Holders Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class C4 Claim, each holder of an Allowed Class C4 Claim shall receive the treatment set forth in Section 3.3(b)(ii) in the Plan; provided, however, that, solely for purposes of calculating distributions to other holders of Claims against and Interests in ESI, an amount equal to the Class C4 Distribution Amount shall be, and shall be deemed to be, distributable to the Bank Holders on the Initial Distribution Date on account of their Allowed Class C4 Claims.

(ii) Status

To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class C4 shall be entitled to vote to accept or reject the Plan (consistent with the Voting Procedures, the Debtors take the position that Class C4 is Unimpaired under the Plan).

(c) Class C6: ESI General Unsecured Claims

(i) Treatment

If Class C6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class C6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class C6 Claim becomes an Allowed Class C6 Claim, and (iii) the date on which such Class C6 Claim becomes due and payable pursuant to any agreement between ESI and a holder of a Class C6 Claim, each holder of an Allowed Class C6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class C6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class C6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

If Class C6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class C6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class C6 Claim becomes an Allowed Class C6 Claim, and (iii) the date on which such Class C6 Claim becomes due and payable pursuant to any agreement between ESI and a holder of a Class C6 Claim, each holder of an Allowed Class C6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class C6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) the Plan.

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(ii) Status

Class C6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class C6 shall be entitled to vote to accept or reject the Plan.

(d) Class C10: ESI Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class C10 Claim, each holder of an Allowed Class C10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class C10 Claim (excluding post-petition interest).

(ii) Status

Class C10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class C10 shall be entitled to vote to accept or reject the Plan.

(e) Class C12: ESI Interests

(i) Treatment

Each holder of an Allowed Interest in Class C12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class C12 is Unimpaired and holders of Class C12 Interests are thus not entitled to vote to accept or reject the Plan.

6. Vytec (Classes D1 through D12)¹⁴

(a) Class D3: Vytec Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class D3 Claim becomes an Allowed Class D3 Claim, or (iii) the date on which such Class D3 Claim becomes due and payable pursuant to any agreement between Vytec and a holder of a Class D3 Claim, each holder of an Allowed Class D3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class D3 Claim (a) Cash equal to the amount of such Allowed Class D3 Claim or (b) such other treatment as Vytec and such holder shall have agreed in writing.

¹⁴ The Vytec treatment provisions described herein are presently for illustrative purposes, and shall only apply in the event that Vytec files for bankruptcy prior to the Confirmation Hearing.

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(ii) Election

Any holder of a Claim in Class D6 that desires treatment of such Claim as an Vytec Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class D3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class D3 shall be entitled to vote to accept or reject the Plan.

(b) Class D4: Vytec Bank Holders Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class D4 Claim, each holder of an Allowed Class D4 Claim shall receive the treatment set forth in Section 3.3(b)(ii) of the Plan; provided, however, that, solely for purposes of calculating distributions to other holders of Claims against and Interests in Vytec, an amount equal to the Class D4 Distribution Amount shall be, and shall be deemed to be, distributable to the Bank Holders on the Initial Distribution Date on account of their Allowed Class D4 Claims.

(ii) Status

To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class D4 shall be entitled to vote to accept or reject the Plan (consistent with the Voting Procedures, the Debtors take the position that Class D4 is Unimpaired under the Plan).

(c) Class D6: Vytec General Unsecured Claims

(i) Treatment

If Class D6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class D6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class D6 Claim becomes an Allowed Class D6 Claim, and (iii) the date on which such Class D6 Claim becomes due and payable pursuant to any agreement between Vytec and a holder of a Class D6 Claim, each holder of an Allowed Class D6 Claim shall receive Cash in an

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amount equal to the amount of such Allowed Class D6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate¹⁵; provided, however, that distributions with respect to Class D6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

If Class D6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class D6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class D6 Claim becomes an Allowed Class D6 Claim, and (iii) the date on which such Class D6 Claim becomes due and payable pursuant to any agreement between Vytec and a holder of a Class D6 Claim, each holder of an Allowed Class D6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class D6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

(ii) Status

Class D6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class D6 shall be entitled to vote to accept or reject the Plan.

(d) Class D10: Vytec Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class D10 Claim, each holder of an Allowed Class D10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class D10 Claim (excluding post-petition interest).

(ii) Status

Class D10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class D10 shall be entitled to vote to accept or reject the Plan.

¹⁵ In the event that Vytec files a Chapter 11 case prior to the Confirmation Hearing, the Debtors and Vytec reserve the right, to the extent the Debtors and Vytec then deem appropriate, to file a motion as promptly after Vytec’s petition date as practicable seeking the payment of any outstanding pre-petition amounts owing to Vytec’s critical trade vendors.

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(e) Class D12: Vytec Interests

(i) Treatment

Each holder of an Allowed Interest in Class D12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class D12 is Unimpaired and holders of Class D12 Interests are thus not entitled to vote to accept or reject the Plan.

7. Soltech (Classes E1 through E12)

(a) Class E3: Soltech Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class E3 Claim becomes an Allowed Class E3 Claim, or (iii) the date on which such Class E3 Claim becomes due and payable pursuant to any agreement between Soltech and a holder of a Class E3 Claim, each holder of an Allowed Class E3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class E3 Claim (a) Cash equal to the amount of such Allowed Class E3 Claim or (b) such other treatment as Soltech and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class E6 that desires treatment of such Claim as a Soltech Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class E3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class E3 shall be entitled to vote to accept or reject the Plan.

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(b) Class E4: Soltech Bank Holders Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class E4 Claim, each holder of an Allowed Class E4 Claim shall receive the treatment set forth in Section 3.3(b)(ii) of the Plan; provided, however, that, solely for purposes of calculating distributions to other holders of Claims against and Interests in Soltech, an amount equal to the Class E4 Distribution Amount shall be, and shall be deemed to be, distributable to the Bank Holders on the Initial Distribution Date on account of their Allowed Class E4 Claims.

(ii) Status

To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class E4 shall be entitled to vote to accept or reject the Plan (consistent with the Voting Procedures, the Debtors take the position that Class E4 is Unimpaired under the Plan).

(c) Class E6: Soltech General Unsecured Claims

(i) Treatment

If Class E6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class E6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class E6 Claim becomes an Allowed Class E6 Claim, and (iii) the date on which such Class E6 Claim becomes due and payable pursuant to any agreement between Soltech and a holder of a Class E6 Claim, each holder of an Allowed Class E6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class E6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class E6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

If Class E6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class E6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class E6 Claim becomes an Allowed Class E6 Claim, and (iii) the date on which such Class E6 Claim becomes due and payable pursuant to any agreement between Soltech and a holder of a Class E6 Claim, each holder of an Allowed Class E6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class E6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

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(ii) Status

Class E6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class E6 shall be entitled to vote to accept or reject the Plan.

(d) Class E10: Soltech Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class E10 Claim, each holder of an Allowed Class E10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class E10 Claim (excluding post-petition interest).

(ii) Status

Class E10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class E10 shall be entitled to vote to accept or reject the Plan.

(e) Class E12: Soltech Interests

(i) Treatment

Each holder of an Allowed Interest in Class E12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class E12 is Unimpaired and holders of Class E12 Interests are thus not entitled to vote to accept or reject the Plan.

8. OCFT (Classes F1 through F12)

(a) Class F3: OCFT Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class F3 Claim becomes an Allowed Class F3 Claim, or (iii) the date on which such Class F3 Claim becomes due and payable pursuant to any agreement between OCFT and a holder of a Class F3 Claim, each holder of an Allowed Class F3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class F3 Claim (a) Cash equal to the amount of such Allowed Class F3 Claim or (b) such other treatment as OCFT and such holder shall have agreed in writing.

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(ii) Election

Any holder of a Claim in Class F6 that desires treatment of such Claim as an OCFT Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class F3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class F3 shall be entitled to vote to accept or reject the Plan.

(b) Class F4: OCFT Bank Holders Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class F4 Claim, each holder of an Allowed Class F4 Claim shall receive the treatment set forth in Section 3.3(b)(ii) of the Plan; provided, however, that, solely for purposes of calculating distributions to other holders of Claims against and Interests in OCFT, an amount equal to the Class F4 Distribution Amount shall be, and shall be deemed to be, distributable to the Bank Holders on the Initial Distribution Date on account of their Allowed Class F4 Claims.

(ii) Status

To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class F4 shall be entitled to vote to accept or reject the Plan (consistent with the Voting Procedures, the Debtors take the position that Class F4 is Unimpaired under the Plan).

(c) Class F6: OCFT General Unsecured Claims

(i) Treatment

If Class F6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class F6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class F6 Claim becomes an Allowed Class F6 Claim, and (iii) the date on which such Class F6 Claim becomes due and payable pursuant to any agreement between OCFT and a holder of a Class F6 Claim, each holder of an Allowed Class F6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class F6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided however, that distributions with respect to Class F6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

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If Class F6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class F6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class F6 Claim becomes an Allowed Class F6 Claim, and (iii) the date on which such Class F6 Claim becomes due and payable pursuant to any agreement between OCFT and a holder of a Class F6 Claim, each holder of an Allowed Class F6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class F6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

(ii) Status

Class F6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class F6 shall be entitled to vote to accept or reject the Plan.

(d) Class F10: OCFT Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class F10 Claim, each holder of an Allowed Class F10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class F10 Claim (excluding post-petition interest).

(ii) Status

Class F10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class F10 shall be entitled to vote to accept or reject the Plan.

(e) Class F12: OCFT Interests

(i) Treatment

Each holder of an Allowed Interest in Class F12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class F12 is Unimpaired and holders of Class F12 Interests are thus not entitled to vote to accept or reject the Plan.

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9. OC Sweden (Classes G1 through G12)¹⁶

(a) Class G3: OC Sweden Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class G3 Claim becomes an Allowed Class G3 Claim, or (iii) the date on which such Class G3 Claim becomes due and payable pursuant to any agreement between OC Sweden and a holder of a Class G3 Claim, each holder of an Allowed Class G3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class G3 Claim (a) Cash equal to the amount of such Allowed Class G3 Claim or (b) such other treatment as OC Sweden and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class G6 that desires treatment of such Claim as an OC Sweden Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class G3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class G3 shall be entitled to vote to accept or reject the Plan.

(b) Class G4: OC Sweden Bank Holders Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class G4 Claim, each holder of an Allowed Class G4 Claim shall receive the treatment set forth in Section 3.3(b)(ii) of the Plan; provided, however, that, solely for purposes of calculating distributions to other holders of Claims against and Interests in OC Sweden, an amount equal to the Class G4 Distribution Amount shall be, and shall be deemed to be, distributable to the Bank Holders on the Initial Distribution Date on account of their Allowed Class G4 Claims.

¹⁶ The OC Sweden treatment provisions described herein are presently for illustrative purposes, and shall only apply in the event that OC Sweden files for bankruptcy prior to the Confirmation Hearing.

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(ii) Status

To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class G4 shall be entitled to vote to accept or reject the Plan (consistent with the Voting Procedures, the Debtors take the position that Class G4 is Unimpaired under the Plan).

(c) Class G6: OC Sweden General Unsecured Claims

(i) Treatment

If Class G6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class G6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class G6 Claim becomes an Allowed Class G6 Claim, and (iii) the date on which such Class G6 Claim becomes due and payable pursuant to any agreement between OC Sweden and a holder of a Class G6 Claim, each holder of an Allowed Class G6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class G6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class G6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

If Class G6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class G6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class G6 Claim becomes an Allowed Class G6 Claim, and (iii) the date on which such Class G6 Claim becomes due and payable pursuant to any agreement between OC Sweden and a holder of a Class G6 Claim, each holder of an Allowed Class G6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class G6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

(ii) Status

Class G6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class G6 shall be entitled to vote to accept or reject the Plan.

(d) Class G10: OC Sweden Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class G10 Claim, each holder of an Allowed Class G10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class G10 Claim (excluding post-petition interest).

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(ii) Status

Class G10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class G10 shall be entitled to vote to accept or reject the Plan.

(e) Class G12: OC Sweden Interests

(i) Treatment

Each holder of an Allowed Interest in Class G12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class G12 is Unimpaired and holders of Class G12 Interests are thus not entitled to vote to accept or reject the Plan.

10. IPM (Classes H1 through H12)¹⁷

(a) Class H3: IPM Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class H3 Claim becomes an Allowed Class H3 Claim, or (iii) the date on which such Class H3 Claim becomes due and payable pursuant to any agreement between IPM and a holder of a Class H3 Claim, each holder of an Allowed Class H3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class H3 Claim (a) Cash equal to the amount of such Allowed Class H3 Claim or (b) such other treatment as IPM and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class H6 that desires treatment of such Claim as an IPM Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

¹⁷ The IPM treatment provisions described herein are presently for illustrative purposes, and shall only apply in the event that IPM files for bankruptcy prior to the Confirmation Hearing.

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(iii) Status

Class H3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class H3 shall be entitled to vote to accept or reject the Plan.

(b) Class H4: IPM Bank Holders Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class H4 Claim, each holder of an Allowed Class H4 Claim shall receive the treatment set forth in Section 3.3(b)(ii) of the Plan; provided, however, that, solely for purposes of calculating distributions to other holders of Claims against and Interests in IPM, an amount equal to the Class H4 Distribution Amount shall be, and shall be deemed to be, distributable to the Bank Holders on the Initial Distribution Date on account of their Allowed Class H4 Claims.

(ii) Status

To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class H4 shall be entitled to vote to accept or reject the Plan (consistent with the Voting Procedures, the Debtors take the position that Class H4 is Unimpaired under the Plan).

(c) Class H6: IPM General Unsecured Claims

(i) Treatment

If Class H6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class H6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class H6 Claim becomes an Allowed Class H6 Claim, and (iii) the date on which such Class H6 Claim becomes due and payable pursuant to any agreement between IPM and a holder of a Class H6 Claim, each holder of an Allowed Class H6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class H6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class H6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

If Class H6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class H6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class H6 Claim becomes an Allowed Class H6 Claim, and (iii) the date on which such Class H6 Claim becomes due and payable pursuant to any agreement between IPM and a holder of a Class H6 Claim, each holder of an Allowed Class H6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class H6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

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(ii) Status

Class H6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class H6 shall be entitled to vote to accept or reject the Plan.

(d) Class H10: IPM Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class H10 Claim, each holder of an Allowed Class H10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class H10 Claim (excluding post-petition interest).

(ii) Status

Class H10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class H10 shall be entitled to vote to accept or reject the Plan..

(e) Class H12: IPM Interests

(i) Treatment

Each holder of an Allowed Interest in Class H12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class H12 is Unimpaired and holders of Class H12 Interests are thus not entitled to vote to accept or reject the Plan.

11. Integrex (Classes I1 through I12)

(a) Class I3: Integrex Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class I3 Claim becomes an Allowed Class I3 Claim, or (iii) the date on which such Class I3 Claim becomes due and payable pursuant to any agreement between Integrex and a holder of a Class I3 Claim, each holder of an Allowed Class I3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class I3 Claim (a) Cash equal to the amount of such Allowed Class I3 Claim or (b) such other treatment as Integrex and such holder shall have agreed in writing.

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(ii) Election

Any holder of a Claim in Class I6 that desires treatment of such Claim as an Integrex Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class I3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class I3 shall be entitled to vote to accept or reject the Plan.

(b) Class I4: Integrex Bank Holders Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class I4 Claim, each holder of an Allowed Class I4 Claim shall receive the treatment set forth in Section 3.3(b)(ii) of the Plan; provided, however, that, solely for purposes of calculating distributions to other holders of Claims against and Interests in Integrex, an amount equal to the Class I4 Distribution Amount shall be, and shall be deemed to be, distributable to the Bank Holders on the Initial Distribution Date on account of their Allowed Class I4 Claims.

(ii) Status

To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class I4 shall be entitled to vote to accept or reject the Plan (consistent with the Voting Procedures, the Debtors take the position that Class I4 is Unimpaired under the Plan).

(c) Class I6: Integrex General Unsecured Claims

(i) Treatment

If Class I6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class I6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class I6 Claim becomes an Allowed Class I6 Claim, and (iii) the date on which such Class I6 Claim becomes due and payable pursuant to any agreement between Integrex and a holder of a Class I6 Claim, each holder of an Allowed Class I6 Claim shall receive Cash in an amount equal to the

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amount of such Allowed Class I6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class I6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

If Class I6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class I6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class I6 Claim becomes an Allowed Class I6 Claim, and (iii) the date on which such Class I6 Claim becomes due and payable pursuant to any agreement between Integrex and a holder of a Class I6 Claim, each holder of an Allowed Class I6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class I6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

(ii) Status

Class I6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class I6 shall be entitled to vote to accept or reject the Plan.

(d) Class I7: Integrex Asbestos Personal Injury Claims

(i) Treatment

In the event that Class A5 or Class A6-B rejects the Plan and the Bankruptcy Court determines that holders of Class I7 Claims have Allowed Claims against Integrex under the Contribution Agreement or on account of any related successor liability, veil-piercing or related claims, then on the Effective Date, or as soon as practicable thereafter, the Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account Cash (if any) with an aggregate value as of the Effective Date equal to the amount of such Allowed Class I7 Claim (if any).

(ii) Status

Class I7 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class I7 shall be entitled to vote to accept or reject the Plan.

(e) Class I10: Integrex Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class I10 Claim, each holder of an Allowed Class I10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class I10 Claim (excluding post-petition interest).

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(ii) Status

Class I10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class I10 shall be entitled to vote to accept or reject the Plan.

(f) Class I12: Integrex Interests

(i) Treatment

On the Effective Date, all of the Class I12 Interests outstanding as of the Effective Date shall be deemed cancelled and extinguished. No holder thereof shall be entitled to, or shall receive or retain, any property or interest in property on account of such Class I12 Interests.

(ii) Status

Class I12 Interests are Impaired. The holders of the Interests in Class I12 are deemed to have rejected the Plan and, accordingly, are not entitled to vote to accept or reject the Plan.

12. CDC (Classes J1 through J12)

(a) Class J3: CDC Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class J3 Claim becomes an Allowed Class J3 Claim, or (iii) the date on which such Class J3 Claim becomes due and payable pursuant to any agreement between CDC and a holder of a Class J3 Claim, each holder of an Allowed Class J3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class J3 Claim (a) Cash equal to the amount of such Allowed Class J3 Claim or (b) such other treatment as CDC and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class J6 that desires treatment of such Claim as a CDC Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

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(iii) Status

Class J3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class J3 shall be entitled to vote to accept or reject the Plan.

(b) Class J6: CDC General Unsecured Claims

(i) Treatment

If Class J6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class J6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class J6 Claim becomes an Allowed Class J6 Claim, and (iii) the date on which such Class J6 Claim becomes due and payable pursuant to any agreement between CDC and a holder of a Class J6 Claim, each holder of an Allowed Class J6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class J6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class J6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

If Class J6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class J6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class J6 Claim becomes an Allowed Class J6 Claim, and (iii) the date on which such Class J6 Claim becomes due and payable pursuant to any agreement between CDC and a holder of a Class J6 Claim, each holder of an Allowed Class J6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class J6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

(ii) Status

Class J6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class J6 shall be entitled to vote to accept or reject the Plan.

(c) Class J10: CDC Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class J10 Claim, each holder of an Allowed Class J10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class J10 Claim (excluding post-petition interest).

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(ii) Status

Class J10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class J10 shall be entitled to vote to accept or reject the Plan.

(d) Class J12: CDC Interests

(i) Treatment

Each holder of an Allowed Interest in Class J12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class J12 is Unimpaired and holders of Class J12 Interests are thus not entitled to vote to accept or reject the Plan.

13. OCHT (Classes K1 through K12)

(a) Class K3: OCHT Convenience Claims

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class K3 Claim becomes an Allowed Class K3 Claim, or (iii) the date on which such Class K3 Claim becomes due and payable pursuant to any agreement between OCHT and a holder of a Class K3 Claim, each holder of an Allowed Class K3 Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class K3 Claim (a) Cash equal to the amount of such Allowed Class K3 Claim or (b) such other treatment as OCHT and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Class K6 that desires treatment of such Claim as a OCHT Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class K3 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class K3 shall be entitled to vote to accept or reject the Plan.

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(b) Class K6: OCHT General Unsecured Claims

(i) Treatment

If Class K6 accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class K6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class K6 Claim becomes an Allowed Class K6 Claim, and (iii) the date on which such Class K6 Claim becomes due and payable pursuant to any agreement between OCHT and a holder of a Class K6 Claim, each holder of an Allowed Class K6 Claim shall receive Cash in an amount equal to the amount of such Allowed Class K6 Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class K6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

If Class K6 rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class K6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class K6 Claim becomes an Allowed Class K6 Claim, and (iii) the date on which such Class K6 Claim becomes due and payable pursuant to any agreement between OCHT and a holder of a Class K6 Claim, each holder of an Allowed Class K6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class K6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

(ii) Status

Class K6 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class K6 shall be entitled to vote to accept or reject the Plan.

(c) Class K10: OCHT Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class K10 Claim, each holder of an Allowed Class K10 Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class K10 Claim (excluding post-petition interest).

(ii) Status

Class K10 Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Class K10 shall be entitled to vote to accept or reject the Plan.

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(d) Class K12: OCHT Interests

(i) Treatment

Each holder of an Allowed Interest in Class K12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Class K12 is Unimpaired and holders of Class K12 Interests are thus not entitled to vote to accept or reject the Plan.

14. Convenience Claims with respect to Classes L3 through U3 (treatment of Claims in Classes L3 through U3 are set forth in detail on an individual basis in the Plan)

(a) Classes L3 through U3

(i) Treatment

On, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class L3-U3 Convenience Claims becomes an Allowed Class L3-U3 Convenience Claim, or (iii) the date on which such Class L3-U3 Convenience Claim becomes due and payable pursuant to any agreement between the Debtors and a holder of a Class L3-U3 Convenience Claim, each holder of an Allowed Class L3-U3 Convenience Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class L3-U3 Claim (a) Cash equal to the amount of such Allowed Class L3-U3 Convenience Claim or (b) such other treatment as the Debtors and such holder shall have agreed in writing.

(ii) Election

Any holder of a Claim in Classes L6-U6 that desires treatment of such Claim as a Convenience Claim shall make such election on the Ballot to be provided to holders of Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return such Ballot to the address specified therein on or before the Voting Deadline. Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.

(iii) Status

Class L3-U3 Convenience Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Classes L3-U3 shall be entitled to vote to accept or reject the Plan.

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15. General Unsecured Claims with respect to Classes L6 through U6 (treatment of Claims in Classes L6 through U6 are set forth in detail on an individual basis in the Plan)

(a) Class L6 through U6: General Unsecured Claims

(i) Treatment

For each of Classes L6 through U6, if such Class accepts the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class L6-U6 General Unsecured Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such General Unsecured Claim becomes an Allowed Class L6-U6 General Unsecured Claim, and (iii) the date on which such Class L6-U6 General Unsecured Claim becomes due and payable pursuant to any agreement between the Debtors and a holder of a Class L6-U6 General Unsecured Claim, each holder of an Allowed Class L6-U6 General Unsecured Claim shall receive Cash and in an amount equal to the amount of such Allowed L6-U6 General Unsecured Claim plus post-petition interest thereon calculated at the applicable federal judgment rate; provided, however, that distributions with respect to Class L6-U6 General Unsecured Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

For each of Classes L6 through U6, if such Class rejects the Plan, then in full satisfaction, release and discharge of, and in exchange for, its Allowed Class L6-U6 Claim, on, or as soon as reasonably practicable after, the latest of (i) the Initial Distribution Date, (ii) the date on which such Class L6-U6 Claim becomes an Allowed Class L6-U6 Claim, and (iii) the date on which such Class L6-U6 Claim becomes due and payable pursuant to any agreement between the Debtors and a holder of a Class L6-U6 Claim, each holder of an Allowed Class L6-U6 Claim shall receive Cash in such amount as may be required under Section 1129(b)(2)(B)(i) of the Bankruptcy Code; provided, however, that distributions with respect to Class L6-U6 Claims that become Allowed Claims after the Effective Date shall be made from the Disputed Distribution Reserve, as set forth in Section 9.4(d) of the Plan.

(ii) Status

Class L6-U6 General Unsecured Claims are Impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the Claims in Classes L6-U6 shall be entitled to vote to accept or reject the Plan.

16. Intercompany Claims with respect to Classes L10 through U10 (treatment of Claims in Classes L10 through U10 are set forth in detail on an individual basis in the Plan)

(a) Classes L10 through U10: Intercompany Claims

(i) Treatment

In full satisfaction, release and discharge of, and in exchange for, its Allowed Class L10-U10 Intercompany Claim, each holder of an Allowed Class

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L10-U10 Intercompany Claim shall be credited with value on, or as soon as reasonably practicable after, the Initial Distribution Date, equal to the amount of such Allowed Class L10-U10 Intercompany Claim (excluding post-petition interest).

(ii) Status

Class L10-U10 Intercompany Claims are impaired. To the extent and in the manner provided in the Voting Procedures Order, holders of the claims in Class L10-U10 shall be entitled to vote to accept or reject the Plan.

17. Interests with respect to Classes L12 through U12 (treatment of Interests in Classes L12 through U12 are set forth in detail on an individual basis in the Plan)

(a) Classes L12 through U12: Interests

(i) Treatment

Each holder of an Allowed Interest in Classes L12-U12 shall retain unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the holder.

(ii) Status

Classes L12-U12 are Unimpaired and holders of Class L12-U12 Interests are thus not entitled to vote to accept or reject the Plan.

18. FAIR Act

(a) FAIR Act Enacted Prior to the Effective Date

If the FAIR Act has been enacted into law prior to the Effective Date (and, in the event the FAIR Act has been challenged in a court of competent jurisdiction within two (2) months after the date of enactment of the FAIR Act, such challenge has been denied pursuant to a Final Order), then there shall be no distribution by the Debtors pursuant to the Plan on account of Asbestos Personal Injury Claims, except (i) the Debtors shall make any distributions as may be required by the FAIR Act, and (ii) the Fibreboard Insurance Settlement Trust shall be administered in accordance with the FAIR Act. In such event, any distributions to holders of Claims and Interests (if any) shall be determined based upon the then distributable value of OCD (net of the required FAIR Act payment described in clause (i) of the preceding sentence), and shall take into consideration the treatment of and the distributions to the remaining holders of Claims and Interests as set forth in Sections 3.1 through 3.23 of the Plan (net of the required FAIR Act payment described in clause (i) of the preceding sentence). The treatment of Claims and Interests, described in Sections 3.1 through 3.23 of the Plan, are premised upon the assumption that the FAIR Act shall not have been enacted into law prior to the Effective Date.

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(b) FAIR Act Enacted on or Subsequent to the Effective Date and Prior to the Trigger Date

(i) Subject to acceptance of the Plan by Class A5, in the event that (a) the FAIR Act has been enacted into law on or subsequent to the Effective Date, but on or before the Trigger Date, and the FAIR Act has not been challenged in a court of competent jurisdiction on or before March 31, 2007, or (b) the FAIR Act has been enacted into law on or before the Trigger Date and has been challenged in a court of competent jurisdiction on or before March 31, 2007, but such challenge is ultimately denied pursuant to a Final Order, then the Contingent Note and the Trust Stock Pledge shall (and shall be deemed to) be automatically cancelled and defeased without further notice or order of Court and shall be of no further force and effect whatsoever, and no Reserved New OCD Shares shall be issued or delivered to the OC Sub-Account or the FB Sub-Account.

(ii) Subject to acceptance of the Plan by Class A5, in the event that the FAIR Act has been enacted into law on or subsequent to the Effective Date, but on or before the Trigger Date, but has been challenged in a court of competent jurisdiction on or before March 31, 2007, and such challenge ultimately succeeds pursuant to a Final Order, then the Contingent Note (including any interest accrued thereon) shall become payable in accordance with its terms and the Reserved New OCD Shares shall be issued and delivered by Reorganized OCD to the OC Sub-Account and the FB Sub-Account within three (3) Business Days of the date on which the order upholding the challenge to the FAIR Act becomes a Final Order; provided, however, that neither the Contingent Note (including any interest accrued thereon) shall become payable, nor shall the Reserved New OCD Shares be issued or delivered, prior to January 1, 2007.

(c) FAIR Act Not Enacted Prior to the Trigger Date

Subject to acceptance of the Plan by Class A5, in the event that the FAIR Act has not been enacted into law on or before the Trigger Date, then the Contingent Note (including any interest accrued thereon) shall become payable and the Reserved New OCD Shares shall be issued and delivered to the OC Sub-Account on a date to be determined by Reorganized OCD (on notice to the Asbestos Personal Injury Trust) that is no earlier than January 1, 2007 and no later than January 8, 2007.

(d) No Impact on Asbestos Personal Injury Permanent Channeling Injunction

The Asbestos Personal Injury Permanent Channeling Injunction and the other injunctive and related provisions of the Plan, including, without limitation, Sections 3.3, 3.4, 5.16 and 5.17 of the Plan, shall remain in full force and effect to the fullest extent possible under applicable law whether or not the FAIR Act is ever enacted.

19. Reservation of Rights Regarding Claims

Except as otherwise expressly provided in the Plan, nothing herein shall, or shall be deemed to, affect or impair any of the Debtors’ or Reorganized Debtors’ rights and defenses, both legal and equitable, with respect to any Claims, including, without

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limitation, all rights with respect to legal and equitable defenses to alleged rights of setoff or recoupment. The Claims against any particular Debtor that are Unimpaired shall remain the obligations solely of such Debtor and shall not become obligations of any other Debtor or Reorganized Debtor.

C. ACCEPTANCE OR REJECTION OF THE PLAN

1. Impaired Classes of Claims and Interests Entitled to Vote

Subject to Sections 4.3 and 4.4 of the Plan, holders of Claims or Interests in each Impaired Class of Claims or Interests that receive or retain property pursuant to the Plan shall be entitled to vote separately to accept or reject the Plan.

2. Acceptance by an Impaired Class

Pursuant to Section 1126(c) of the Bankruptcy Code, but subject to Section 4.3 of the Plan, an impaired Class of Claims shall have accepted the Plan if, after excluding any Claims held by any holder designated pursuant to Section 1126(e) of the Bankruptcy Code, (a) the holders of at least two-thirds in dollar amount of the Allowed Claims actually voting in such Class have voted to accept the Plan, and (b) more than one-half in number of such Allowed Claims actually voting in such Class have voted to accept the Plan.

3. Acceptance Pursuant to Section 524 of the Bankruptcy Code

Pursuant to Section 524(g)(2)(B)(ii)(IV)(bb) of the Bankruptcy Code, the respective Classes of Class A7 OC Asbestos Personal Injury Claims, Class I7 Integrex Asbestos Personal Injury Claims and Class B8 FB Asbestos Personal Injury Claims shall be deemed to have accepted the Plan only if the holders of at least 75 percent of those Claims voting in each such Class have voted to accept the Plan.

4. Presumed Acceptances by Unimpaired Classes

Classes of Claims or Interests designated as unimpaired are conclusively presumed to have voted to accept the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and the votes of such Claim holders will not be solicited.

5. Classes Deemed to Have Rejected the Plan

Impaired Classes of Claims or Interests that do not receive or retain property under the Plan are conclusively presumed to have voted to reject the Plan pursuant to Section 1126(g) of the Bankruptcy Code, and the votes of such Claim or Interest holders will not be solicited.

6. Confirmability and Severability of the Plan

(a) Consensual Confirmation

The Confirmation requirements of Section 1129(a) of the Bankruptcy Code must be satisfied separately with respect to each Debtor. Therefore,

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notwithstanding the combination of the separate plans of reorganization of all Debtors in the Plan for purposes of, among other things, economy and efficiency, the Plan shall be deemed a separate Chapter 11 plan for each such Debtor.

(b) Cramdown

With respect to any impaired Class of Claims or Interests that fails to accept the Plan in accordance with Section 1129(a) of the Bankruptcy Code, excluding Classes A7, I7 and B8 and including any classes that may be created pursuant to amendments to the Plan, the Plan Proponents request that the Court confirm the Plan in accordance with Section 1129(b) of the Bankruptcy Code with respect to such non-accepting classes, in which case or cases, the Plan shall constitute a motion for such relief.

(c) Reservation of Rights

The Plan Proponents reserve the right to modify or withdraw the Plan, any other plan, or the Plan in its entirety, for any reason, including, without limitation, in the event that any separate plan for a particular Debtor is not confirmed. In addition, should the Plan, or any individual Debtor’s plan, fail to be accepted by the requisite number and amount of Claims and Interests voting, as required to satisfy Sections 524(g) (in the case of any Debtor subject to Asbestos Personal Injury Claims) and 1129 of the Bankruptcy Code, and notwithstanding any other provision of the Plan to the contrary, the Plan Proponents reserve the right to amend, modify or withdraw the Plan in its entirety.

D. MEANS FOR IMPLEMENTATION OF THE PLAN

1. Continued Corporate Existence

Following confirmation and consummation of the Plan, the Reorganized Debtors will continue to exist as separate corporate entities in accordance with the laws of their respective states of incorporation and pursuant to their respective certificates or articles of incorporation and bylaws in effect prior to the Effective Date, except to the extent such certificates or articles of incorporation and bylaws are amended pursuant to the Plan or as otherwise provided under the Restructuring Transactions. OC intends to implement a restructuring plan which would reorganize OCD and its Subsidiaries along OC’s major business lines. The planning for this restructuring is ongoing. The Restructuring Transactions (including a summary of the corporate actions necessary to accomplish the Restructuring Transactions) shall be summarized in Schedule XX of the Plan, which shall be in form and substance satisfactory to the Debtors and the other Plan Proponents, to be filed no later than ten (10) Business Days prior to the Objection Deadline.

2. Cancellation of Debt and Debt Agreements

(a) On the Effective Date, (i) the Debt shall be cancelled and extinguished and (ii) the obligations of the Debtors, CSFB as agent for the Bank Holders and the Pre-petition Indenture Trustees under the Debt Agreements shall be discharged. Notwithstanding the foregoing, each of the Pre-petition Bond Indentures shall continue in effect solely for the purposes of (x) allowing the Pre-petition Indenture Trustee to make distributions to

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holders of Allowed Class A5 Claims pursuant to the Plan and (y) permitting the Pre-petition Indenture Trustee to maintain any rights or liens it may have for fees, costs, expenses and indemnification under its indenture or other agreement or applicable law, but the foregoing shall not result in any expense or liability to any Reorganized Debtor other than as expressly provided for in the Plan. The Charging Liens of the Pre-petition Indenture Trustees will be discharged solely upon payment in full of the Indenture Trustee Fees, and nothing in the Plan shall be deemed to impair, waive or discharge any Charging Lien for any fees and expenses not paid by the Reorganized Debtors.

(b) No Reorganized Debtor shall have any obligations to any Pre-petition Indenture Trustee, agent or service (or to any disbursing agent replacing a Pre-petition Indenture Trustee, agent or service) for any fees, costs or expenses, except as expressly provided in the Plan. Except as provided in any contract, instrument or other agreement or document entered into or delivered in connection with the Plan, on the Effective Date and immediately following the completion of distributions to holders of Claims in Class A5, the Pre-petition Indenture Trustees shall be released from all duties, without any further action on the part of the Debtors or Reorganized Debtors.

3. Cancellation of OCD Interests and Integrex Interests

Except as otherwise expressly provided in the Plan, as of the Effective Date, by virtue of the Plan, and without any action necessary on the part of the holders thereof or any corporate action, except as specified in the Plan, all of the OCD Interests and Integrex Interests outstanding at the Effective Date shall be cancelled, extinguished and retired, and, subject in the case of Existing OCD Common Stock to Section 3.3(i)(i)(a) of the Plan, no consideration shall be paid or delivered with respect thereto.

4. Certificates of Incorporation and Bylaws

The certificate or articles of incorporation and bylaws of each Debtor will be amended as necessary to satisfy the provisions of the Plan and the Bankruptcy Code and will include, among other things, pursuant to Section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance of non-voting equity securities, but only to the extent required by Section 1123(a)(6) of the Bankruptcy Code. The Amended and Restated Certificate of Incorporation of Reorganized OCD and the Amended and Restated Bylaws of Reorganized OCD will also include provisions (i) creating the New OCD Common Stock, and (ii), to the extent necessary or appropriate, effectuating the provisions of the Plan. The Amended and Restated Certificate of Incorporation of Reorganized OCD and the Amended and Restated Bylaws of Reorganized OCD shall be in substantially the forms of Exhibit A and Exhibit B, to be filed at least ten (10) Business Days prior to the Objection Deadline.

5. Exculpation and Limitation of Liability

(a) No Claimant Released Party or Released Party shall have or incur any liability to any Person that has held, currently holds or may hold a Claim or other obligation, suit, judgment, damages, Demand, debt, right, remedy, cause of action or liability or Interest or other right of an equity security holder, or any other party in interest, or any Person claiming by or through them, or any of their respective Related Persons, for any act or omission in connection

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with, relating to, or arising out of, the Chapter 11 Cases, formulating, negotiating or implementing the Plan, the Disclosure Statement, the Rights Offering Documents (including, without limitation, any of the Subscription Documents), the Trust Registration Rights Agreement, the Collar Agreements, the Class A11 Warrants, the Class A12-A Warrants or the Plan Support Agreement, the solicitation of acceptances of the Plan, the pursuit of confirmation of the Plan, the confirmation of the Plan, the consummation of the Plan or the Rights Offering, or the administration of the Plan or the property to be distributed under the Plan, except for willful misconduct or gross negligence, and, in all respects shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under the Plan.

(b) Notwithstanding any other provision in the Plan, no Person that has held, currently holds or may hold a Claim or other obligation, suit, judgment, damages, Demand, debt, right, remedy, cause of action or liability or Interest or other right of an equity security holder, no person claiming by or through them, nor any of their respective Related Persons, shall have any Claim or right of action against any Claimant Released Party or any Released Party for any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, formulating, negotiating or implementing the Plan, the Disclosure Statement, any of the Rights Offering Documents (including, without limitation, any of the Subscription Documents), the Trust Registration Rights Agreement, the Collar Agreements, the Class A11 Warrants, the Class A12-A Warrants or the Plan Support Agreement, solicitation of acceptances of the Plan, the pursuit of confirmation of the Plan, the consummation of the Plan or the Rights Offering, the confirmation of the Plan or the administration of the Plan or the property to be distributed under the Plan, except for willful misconduct or gross negligence.

(c) The foregoing exculpation and limitation on liability shall not, however, limit, abridge or otherwise affect the rights of the Reorganized Debtors to enforce, sue on, settle or compromise the rights, claims and other matters retained by Reorganized Debtors pursuant to Section 5.13 of the Plan.

(d) The foregoing exculpation and limitation on liability are an integral part of the Plan and are essential to its implementation. Each Person being exculpated, or whose liability is being limited, pursuant to Section 5.5 of the Plan shall have the right to independently seek the enforcement of the terms of Section 5.5.

6. Restructuring Transactions

On or after the Effective Date, any Reorganized Debtor may enter into Restructuring Transactions and may take such actions as may be necessary or appropriate to effect such Restructuring Transactions, as may be determined by such Reorganized Debtor to be necessary or appropriate. The actions to effect the Restructuring Transactions may include: (i) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, disposition, liquidation or dissolution containing terms that are consistent with the terms in the Plan and that satisfy the applicable requirements of applicable law and such other terms to which the applicable entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption or delegation of any asset, property, right, liability, duty or obligation on terms consistent with the terms in the Plan and having such other terms to which the applicable entities may agree; (iii) the filing of

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appropriate certificates or articles of merger, consolidation or dissolution pursuant to applicable law; and (iv) all other actions which the applicable entities may determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law in connection with such transactions. The Restructuring Transactions may include one or more mergers, consolidations, restructures, dispositions, liquidations or dissolutions, as may be determined by the Reorganized Debtors to be necessary or appropriate to result in substantially all of the respective assets, properties, rights, liabilities, duties and obligations of all or certain of the Reorganized Debtors vesting in one or more surviving, resulting or acquiring corporations. In each case in which the surviving, resulting or acquiring corporation in any such transaction is a successor to a Reorganized Debtor, such surviving, resulting or acquiring corporation will perform the obligations of the applicable Reorganized Debtor pursuant to the Plan to pay or otherwise satisfy the Allowed Claims against such Reorganized Debtor, except as provided in any contract, instrument or other agreement or document effecting a disposition to such surviving, resulting or acquiring corporation, which may provide that another Reorganized Debtor will perform such obligations. OC intends to implement a restructuring plan which would reorganize OCD and its Subsidiaries along OC’s major business lines as described in the Disclosure Statement, with a detailed description of the actions and steps required to implement the Restructuring Transactions to be filed at least ten (10) Business Days prior to the Objection Deadline. On or prior to, or as soon as practicable after, the Effective Date, the Debtors or the Reorganized Debtors may take such steps as may be necessary or appropriate to effectuate Restructuring Transactions that satisfy the requirements set forth in Section 5.6 of the Plan. The Restructuring Transactions shall be authorized and approved by the Confirmation Order pursuant to, among other provisions, Sections 1123 and 1141 of the Bankruptcy Code and Section 303 of Title 8 of the Delaware Code, without any further notice, action, third-party consents, court order or process of any kind.

7. Issuance of New OCD Securities

(a) On or after the Effective Date, Reorganized OCD shall issue for distribution in accordance with the terms of the Plan (i) the New OCD Common Stock, including, without limitation, the Unsubscribed Shares and the Rights Offering Shares, and (ii) the Class A11 Warrants and the Class A12-A Warrants, and may also refinance the obligations owed to the Bank Holders under the 1997 Credit Agreement through the execution of the Exit Facility and the issuance of the Senior Notes (if applicable).

(b) All of the shares of New OCD Common Stock issued pursuant to the Plan, including, without limitation, the Unsubscribed Shares and the Rights Offering Shares, on or after the Effective Date, as the case may be, will be fully paid and non-assessable.

(c) The issuance and distribution of any and all of (i) the New OCD Securities, including, without limitation, any and all of the Unsubscribed Shares, the Rights Offering Shares, the Reserved New OCD Shares, the Class A11 Warrants, the Class A12-A Warrants and any shares of New OCD Common Stock issued upon exercise or exchange of the Class A11 Warrants or the Class A12-A Warrants, (ii) the Rights (if, and to the extent, applicable), (iii) any and all New OCD Common Stock (or appropriate equivalent interests) and options to purchase shares of New OCD Common Stock granted under or in connection with the Employee Arrangements and Management and Director Arrangements, and (iv) any other stock,

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options, warrants, conversion rights, rights of first refusal or other related rights, contractual, equitable or otherwise, issued, authorized or reserved under or in connection with the Plan, shall be, and shall be deemed to be, exempt from registration under any applicable federal or state securities law to the fullest extent permissible under applicable non-bankruptcy law and under bankruptcy law, including, without limitation, Section 1145 of the Bankruptcy Code.

(d) On or after the Effective Date, Reorganized Integrex shall issue 100% of its common stock to or for the benefit of Reorganized OCD or one of its Affiliates as may be determined. The restructuring of Integrex and issuance of the stock of Reorganized Integrex shall be described in Schedule XX (Restructuring Transactions), to be filed no later than ten (10) Business Days prior to the Objection Deadline.

8. Rights Offering

(a) Eligibility for Participation in Rights Offering

Each holder of an Eligible Class A5 Claim, Eligible Class A6-A Claim and Eligible Class A6-B Claim as of the Rights Offering Record Date shall be entitled to participate in the Rights Offering as and to the extent provided in the Subscription Documents.

(b) Issuance of Rights

The Rights issued to the holders of Eligible Class A5 Claims, Eligible Class A6-A Claims and Eligible Class A6-B Claims pursuant to the Rights Offering shall entitle such holders to purchase, on a Pro Rata basis (calculated pursuant to the terms of the Subscription Documents), the Rights Offering Shares at the Subscription Price pursuant to the terms and conditions set forth in the Subscription Documents and Section 5.8 of the Plan, provided that each such subscribing holder shall have timely executed a Subscription Agreement, which shall be distributed to such holder together with such holder’s Ballot as part of the solicitation materials, and otherwise satisfies the requirements set forth in the Subscription Documents and Section 5.8(d) of the Plan.

(c) Subscription Period

The Rights Offering shall commence on the Subscription Commencement Date and shall expire on the Subscription Expiration Time. After the Subscription Expiration Time, any and all unexercised Rights shall automatically terminate without further notice or order of Court, and any purported exercise of any such unexercised Rights by any Person shall be null and void. Reorganized OCD shall not (and shall have no obligation to) honor any such purported exercise received by the Subscription Agent after the Subscription Expiration Time, regardless of when the documents relating to such exercise were purportedly delivered or executed.

(d) Exercise of Rights

In order to exercise a Right, each holder of an Eligible Class A5 Claim, Eligible Class A6-A Claim and Eligible Class A6-B Claim entitled to exercise such Right shall: (i) return a duly completed and signed Subscription Agreement to the relevant Subscription

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Agent so that such documents are received by the Subscription Agent on or before the Subscription Expiration Time; and (ii) pay to the Subscription Agent (on behalf of the Debtors) on or before the Subscription Expiration Time in Cash in an amount equal to the aggregate Subscription Price for the Rights Offering Shares elected to be purchased by such holder, which payment shall be made by wire transfer in accordance with the wire instructions set forth on the Subscription Agreement. If, prior to the Subscription Expiration Time, the Subscription Agent for any reason has not received from a given holder of Rights (i) a duly completed and signed Subscription Agreement, and (ii) Cash, in an amount equal to such holder’s aggregate Subscription Price for the Rights Offering Shares elected to be purchased by such holder, then such holder shall be deemed to have not validly exercised its Rights and to have relinquished and waived its ability to participate in the Rights Offering; provided, however, that the Unsubscribed Shares shall include those Rights Offering Shares corresponding to the Rights not validly exercised pursuant to the Rights Offering. Each holder shall execute the certificate set forth in the Subscription Agreement regarding such holder’s ownership of the Claim giving rise to the Rights. The Purchase Price Proceeds shall be deposited by or on behalf of the Subscription Agent in the Rights Offering Account. In the event that the Rights Offering Account is held by an entity other than OCD (or any of its Affiliates), then the Purchase Price Proceeds shall be remitted to OCD on or before the Effective Date in such manner as may be reasonably satisfactory to OCD and the other Plan Proponents consistent with the Rights Offering Documents.

(e) Transfer Restriction; No Revocation

The Rights shall not be independently transferable (but may be transferred along with the underlying Class A5, Class A6-A or Class A6-B Claim). Additionally, once a holder of Rights has properly exercised its Rights pursuant to the Subscription Documents, such exercise cannot be revoked for any reason.

(f) Purchase by Investor of Unsubscribed Shares

As promptly as practicable, but in any event at least four (4) Business Days prior to the Effective Date, the Debtors shall give the Investor by electronic facsimile transmission the certification by an executive officer of OCD (conforming to the requirements specified in the Equity Commitment Agreement for such certification) of either (i) the number of Unsubscribed Shares and the aggregate purchase price therefor, calculated based upon a purchase price per Unsubscribed Share equal to the Subscription Price, or (ii) in the absence of any Unsubscribed Shares, confirmation that there are no Unsubscribed Shares and that the Backstop Commitment, as defined in the Equity Commitment Agreement, has been terminated. Pursuant to the terms of the Equity Commitment Agreement and provided that all conditions precedent set forth therein have been satisfied, the Investor shall purchase in Cash on the Effective Date any and all of the Unsubscribed Shares and shall pay to OCD or, if applicable, Reorganized OCD Cash in an amount equal to the aggregate purchase price set forth in the notice described in clause (i) of the immediately preceding sentence. For the avoidance of doubt, the Unsubscribed Shares shall include those Rights Offering Shares corresponding to the Rights offered to holders of Class A6-A Claims and Class A6-B Claims but deemed null and void in the event the respective Class rejects the Plan.

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(g) Distribution of Rights Offering Shares

(i) On or as soon as reasonably practicable after the Effective Date, but no later than the Initial Distribution Date, Reorganized OCD shall issue the Rights Offering Shares to those holders of Eligible Class A5 Claims, Eligible Class A6-A Claims and Eligible Class A6-B Claims that properly exercised their Rights pursuant to the Subscription Documents, subject, in each case, to acceptance of the Plan by the applicable Class pursuant to Sections 3.3(c)(ii), 3.3(d)(ii) and 3.3(e)(ii) of the Plan.

(ii) Solely in the event there are any Unsubscribed Shares after the Subscription Expiration Time, on the Effective Date, Reorganized OCD shall issue and deliver to the account of the Investor (or such other accounts as the Investor may designate) the Unsubscribed Shares, and the Investor shall pay in Cash the aggregate purchase price for the Unsubscribed Shares as set forth in the notice described in clause (i) of Section 5.8(f) of the Plan by wire transfer of federal (same day) funds to the account specified by OCD to the Investor at least twenty-four (24) hours in advance, and otherwise in accordance with the terms of the Equity Commitment Agreement.

(h) Interest

In the event that any Rights Offering Purchase Price Proceeds are repaid or otherwise returned to any Person (including any holder of an Eligible Class A5 Claim, Eligible Class A6-A Claim or Eligible Class A6-B Claim) making such payment, such Rights Offering Purchase Price Proceeds shall be returned together with any simple interest actually earned thereon after the Subscription Expiration Time.

(i) Validity of Exercise of Rights

All questions concerning the timeliness, viability, form and eligibility of any exercise of Rights shall be determined by OCD in accordance with the Rights Offering Documents. Such determinations shall be final and binding. OCD, with the consultation of the relevant Subscription Agent, may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such times as it may determine, or reject the purported exercise of any Rights. Subscription Agreements shall be deemed not to have been received or accepted until all irregularities have been waived or cured within such time as OCD, with the consultation of the Subscription Agent, determines. Neither OCD nor the Subscription Agent shall be under any duty to give notification of any defect or irregularity in connection with the submission of Subscription Agreements or incur any liability for failure to give such notification. For the avoidance of doubt, the Unsubscribed Shares shall include those Rights Offering Shares corresponding to the Rights not validly exercised pursuant to the Rights Offering.

(j) Return of Rights Offering Purchase Price Proceeds

In the event that the Plan Proponents revoke, withdraw or fail to consummate the Plan pursuant to Section 14.15 of the Plan, or the conditions precedent to the occurrence of the Effective Date shall not have been satisfied or waived in accordance with Section 12.2 of the Plan, the Subscription Agent, OCD or Reorganized OCD, as the case may be,

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shall, within five (5) Business Days of such event or failure to consummate the Plan, return to each Person that exercised a Right such Person’s ratable portion of the Rights Offering Purchase Price Proceeds together with any simple interest actually earned thereon after the Subscription Expiration Time.

9. Offerings of Senior Notes

Reorganized OCD reserves the right to conduct offerings of Senior Notes prior to or after the Initial Distribution Date, as it may deem appropriate (subject to the reasonable consent of the other Plan Proponents).

10. Put and Call Options and Registration Rights Agreement

(a) Put and Call Options

On or before the Effective Date, OCD and the Backstop Providers, and/or such other Persons reasonably satisfactory to the Asbestos Personal Injury Trust, the Backstop Providers and OCD, shall enter into the Collar Agreements. OCD’s rights and obligations under the Collar Agreements shall be, and shall be deemed to be, assigned to the Asbestos Personal Injury Trust on the Effective Date pursuant to and in accordance with the terms and conditions of the Collar Agreements, except to the extent otherwise provided in such Collar Agreements, and the Confirmation Order shall so provide. In the event that the Reserved New OCD Shares are issued and delivered to the OC Sub-Account pursuant to Sections 3.3(f)(iii)(B), 324(b) or 3.24(c) of the Plan, then pursuant to the terms and conditions of the Collar Agreements (i) the Asbestos Personal Injury Trust shall grant the Call Options to the Backstop Providers (or such other Persons set forth in the Collar Agreements), and (ii) the Backstop Providers (or such other Persons set forth in the Collar Agreements) shall grant the Put Options to the Asbestos Personal Injury Trust.

(b) Registration Rights Agreement

On the Effective Date, (i) the Investor Registration Rights Agreement shall be deemed effective and binding upon OCD or Reorganized OCD, as the case may be, the Investor, and the Backstop Providers, and (ii) the Trust Registration Rights Agreement shall be deemed effective and binding upon Reorganized OCD and the Asbestos Personal Injury Trust, in each case with respect to shares of New OCD Common Stock received by each such Person pursuant to the Plan (whether as a direct distribution, pursuant to the exercise of Rights, pursuant to the exercise or exchange of the Call Options or the Put Options or otherwise), and as otherwise provided for in the applicable Registration Rights Agreement, on the terms set forth in the applicable Registration Rights Agreement.

11. Revesting of Assets

Pursuant to Section 1141(b) of the Bankruptcy Code, all property of the respective Estate of each Debtor, together with any property of each Debtor that is not property of its Estate and that is not specifically disposed of pursuant to the Plan, shall revest in the applicable Reorganized Debtor on the Effective Date. Thereafter, the Reorganized Debtors may operate their businesses and may use, acquire and dispose of property free of any restrictions of

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the Bankruptcy Code, the Bankruptcy Rules and the Bankruptcy Court. As of the Effective Date, all property of each Reorganized Debtor shall be free and clear of all Encumbrances, Claims and Interests, except as specifically provided in the Plan or the Confirmation Order. Without limiting the generality of the foregoing, each Reorganized Debtor may, without application to or approval by the Bankruptcy Court, pay fees that it incurs after the Effective Date for professional services and expenses.

12. Rights of Action

Except as otherwise provided in the Plan or the Confirmation Order, or in any contract, instrument, release, indenture or other agreement entered into in connection with the Plan, in accordance with Section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may enforce, sue on, settle or compromise (or decline to do any of the foregoing) all rights, claims, causes of action, suits or proceedings accruing to, or for the benefit of, the Debtors or the Estates pursuant to the Bankruptcy Code, or pursuant to any other statute or legal theory, which are not released pursuant to the Plan, and which consist of, or relate to, any Material Rights of Action (with the exception of those Material Rights of Action, if any, not set forth on Schedule XIII), any Avoidance Actions (if any) set forth on Schedule XIV as determined by the Plan Proponents, any Commercial Claims, any other causes of action against Persons set forth in Schedule III of the Plan and any suits or proceedings for recovery under any policies of insurance issued to or on behalf of the Debtors (other than policies that constitute OC Asbestos Personal Injury Liability Insurance Assets). The Reorganized Debtors shall be deemed the appointed representative to, and may pursue, litigate, compromise and settle any such rights, remedies, claims, causes of action, suits or proceedings as appropriate, in accordance with the best interests of the Reorganized Debtors or their respective successors who hold such rights.

13. Effectuating Documents; Further Transactions

The chairman of the OCD Board of Directors, the chief executive officer, chief restructuring officer, president, chief financial officer or any other appropriate officer of OCD or any applicable Debtor, as the case may be, shall be authorized to execute, deliver, file or record such contracts, instruments, releases, indentures and other agreements or documents, and take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions in the Plan. The secretary or assistant secretary of OCD or any applicable Debtor, as the case may be, shall be authorized to certify or attest to any of the foregoing actions.

14. Exemption from Certain Transfer Taxes

Pursuant to Section 1146 of the Bankruptcy Code, any transfers in the United States from a Debtor to a Reorganized Debtor or any other Person or entity pursuant to the Plan shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax or other similar tax or governmental assessment, and the Confirmation Order shall direct the appropriate state or local governmental officials or agents to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.

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15. Releases and Injunctions Related to Releases

(a) Releases by Debtors

Effective as of the Confirmation Date, but subject to the occurrence of the Effective Date, for good and valuable consideration, to the fullest extent permissible under applicable law, each of the Debtors and Reorganized Debtors and their respective Estates and each of their respective Related Persons shall be deemed to completely and forever release, waive, void, extinguish and discharge (1) any and all Released Actions (other than the rights to enforce the Plan and any right or obligation under the Plan, and the securities, contracts, instruments, releases, indentures and other agreements or documents delivered thereunder or contemplated thereby) that may be asserted by or on behalf of any of the Debtors or Reorganized Debtors or their respective Estates or each of their respective Related Persons against any of (i) the Released Parties, (ii) the DIP Agent and the holders of DIP Facility Claims, (iii) the Pre-petition Indenture Trustees, and (iv) the Persons who are Related Persons of Persons listed in clauses (ii)-(iii) above, and (2) any and all Avoidance Actions (including, without limitation, any NSP Avoidance Actions) not otherwise released in the foregoing clause (1), with the sole exception of those Avoidance Actions (if any) set forth on Schedule XIV as determined by the Plan Proponents, which schedule shall not include any NSP Avoidance Actions. Effective as of the Confirmation Date, but subject to the occurrence of the Effective Date and the Debtors having made the Initial Bank Holders’ Distribution, for good and valuable consideration, to the fullest extent permissible under applicable law, the Debtors and Reorganized Debtors and their respective Estates and each of their respective Related Persons shall also be deemed to completely and forever release, waive, void, extinguish and discharge any and all Released Actions (other than the rights to enforce the Plan and any right or obligation under the Plan, and the securities, contracts, instruments, releases, indentures and other agreements or documents delivered thereunder or contemplated thereby) that may be asserted by or on behalf of any of the Debtors or Reorganized Debtors or their respective Estates or each of their respective Related Persons (including, without limitation, any and all Avoidance Actions), which have been brought, or may be brought, against any of the Bank Holders.

The NSP Avoidance Actions are to be released and dismissed (but with respect to W&K, only upon the payment of the W&K Settlement Payment). The release of the NSP Avoidance Actions was part and parcel of the global resolution negotiated by the Asbestos Claimants’ Committee, the Future Claimants’ Representative, representatives of major creditor constituencies, and the Debtors that is embodied in the Plan. The support of the Plan by the Asbestos Claimants’ Committee and the Future Claimants’ Representative is predicated upon the global resolution.

(b) Releases by Holders of Claims and Interests

Effective as of the Confirmation Date, but subject to the occurrence of the Effective Date, for good and valuable consideration, to the fullest extent permissible under applicable law, each Person that has held, currently holds or may hold a Claim or other obligation, suit, judgment, damages, debt, right, remedy, cause of action or liability that is discharged or an Interest or other right of an equity security holder that is terminated, and each of their respective Related Persons, shall be deemed to completely and forever release, waive,

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void, extinguish and discharge all Released Actions (other than the rights to enforce the Debtors’ or the Reorganized Debtors’ obligations under the Plan, and any right or obligation of such holder under the Plan, and the securities, contracts, instruments, releases, indentures and other agreements or documents delivered thereunder or contemplated thereby) that otherwise may be asserted against the Claimant Released Parties.

(c) Injunction Related to Releases

Except as otherwise provided in the Plan or in the Confirmation Order, as of the Confirmation Date, but subject to the occurrence of the Effective Date, each Person that has held, currently holds or may hold a Claim that is released pursuant to Section 5.16 of the Plan or other obligation, suit, judgment, damages, debt, right, remedy, cause of action, liability, Interest or other right of an equity security holder released pursuant to Section 5.16 of the Plan, and each other party in interest and each of their respective Related Persons, are, and shall be, permanently, forever and completely stayed, restrained, prohibited, barred and enjoined from taking any of the following actions, whether directly or indirectly, derivatively or otherwise on account of or based on the subject matter of any such released Claims or other released obligations, suits, judgments, damages, debts, rights, remedies, causes of action or liabilities or Interests or other rights of an equity security holder: (i) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding (including, without limitation, to any judicial, arbitral, administrative or other proceeding) in any forum; (ii) enforcing, attaching (including, without limitation, any prejudgment attachment), collecting, or in any way seeking to recover any judgment, award, decree, or other order; (iii) creating, perfecting or in any way enforcing in any matter, directly or indirectly, any Encumbrance; (iv) setting off, seeking reimbursement or contributions from, or subrogation against, or otherwise recouping in any manner, directly or indirectly, any amount against any liability or obligation owed to any Person released under Section 5.16(a) or Section 5.16(b) of the Plan, as applicable; and (v) commencing or continuing in any manner, in any place of any action, which in any such case does not comply with or is inconsistent with the provisions of the Plan or the Confirmation Order.

(d) Injunction Relating to Certain Insurers

Except as to any rights with respect to which the Debtors explicitly declined to give a release to the Hartford Entities pursuant to Section VI of the Hartford Settlement Agreement, effective as of the Confirmation Date, but subject to the occurrence of the Effective Date and the provisions of the Hartford Settlement Agreement, for good and valuable consideration, pursuant to Section 105(a) of the Bankruptcy Code, to the fullest extent permissible under applicable law, each Person that has held, currently holds or may hold a Claim shall be permanently, forever and completely stayed, restrained, prohibited, barred and enjoined pursuant to 11 U.S.C. §105(a) from taking any action or seeking any recovery against or from any of the Hartford Entities that seeks to enforce any rights under, through or related to the Hartford Policies.

Except as to any rights with respect to which the Debtors explicitly declined to give a release to the Mt. McKinley Entities pursuant to the Mt. McKinley Settlement Agreement, effective as of the Confirmation Date, but subject to the occurrence of the Effective

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Date and the conditions of the Mt. McKinley Settlement Agreement, for good and valuable consideration, pursuant to Section 105(a) of the Bankruptcy Code, to the fullest extent permissible under applicable law, each Person that has held, currently holds or may hold a Claim shall be permanently, forever and completely stayed, restrained, prohibited, barred and enjoined pursuant to 11 U.S.C. §105(a) from taking any action or seeking any recovery against or from any of the Mt. McKinley Entities that seeks to enforce any rights under, through or related to the Mt. McKinley Policies.

Except as to any rights with respect to which the Debtors explicitly declined to give a release to the AIG Company Entities pursuant to the AIG Settlement Agreement, effective as of the Confirmation Date, but subject to the occurrence of the Effective Date and the conditions of the AIG Settlement Agreement, for good and valuable consideration, pursuant to Section 105(a) of the Bankruptcy Code, to the fullest extent permissible under applicable law, each Person that has held, currently holds or may hold a Claim shall be permanently, forever and completely stayed, restrained, prohibited, barred and enjoined pursuant to 11 U.S.C. §105(a) from taking any action or seeking any recovery against or from any of the AIG Company Entities that seeks to enforce any rights under, through or related to the AIG Policies.

Except as to any rights with respect to which the Debtors explicitly declined to give a release to the Affiliated FM Entities pursuant to the Affiliated FM Settlement Agreement, effective as of the Confirmation Date, but subject to the occurrence of the Effective Date and the conditions of the Affiliated FM Settlement Agreement, for good and valuable consideration, pursuant to Section 105(a) of the Bankruptcy Code, to the fullest extent permissible under applicable law, each Person that has held, currently holds or may hold a Claim shall be permanently, forever and completely stayed, restrained, prohibited, barred and enjoined pursuant to 11 U.S.C. §105(a) from taking any action or seeking any recovery against or from any of the Affiliated FM Entities that seeks to enforce any rights under, through or related to the Affiliated FM Policy.

Except as to any rights with respect to which the Debtors explicitly declined to give a release to the Allianz Entities pursuant to the Allianz Settlement Agreement, effective as of the Confirmation Date, but subject to the occurrence of the Effective Date and the conditions of the Allianz Settlement Agreement, for good and valuable consideration, pursuant to Section 105(a) of the Bankruptcy Code, to the fullest extent permissible under applicable law, each Person that has held, currently holds or may hold a Claim shall be permanently, forever and completely stayed, restrained, prohibited, barred and enjoined pursuant to 11 U.S.C. §105(a) from taking any action or seeking any recovery against or from any of the Allianz Entities that seeks to enforce any rights under, through or related to the Allianz Policies.

(e) Supplementary Section 105(a) Injunction

Pursuant to Section 105(a) of the Bankruptcy Code, to the fullest extent permissible under applicable law, each holder of a Bank Holders Claim shall be permanently, forever and completely stayed, restrained, prohibited, barred and enjoined pursuant to 11 U.S.C. §105(a) from taking any Enjoined Action against any of the Non-Debtor Subsidiaries after the Effective Date with respect to any obligations, liabilities or responsibilities whatsoever arising under or related to the 1997 Credit Agreement, any of the guaranties, instruments or other documents executed or delivered in connection therewith, or otherwise.

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(f) Deemed Consent

By submitting a Ballot and not electing to withhold consent to the releases of the Released Parties by marking the appropriate box on the Ballot, each holder of a Claim shall be deemed, to the fullest extent permitted by applicable law, to have specifically consented to the releases and injunctions set forth in Sections 5.16(b) and (c) of the Plan.

(g) No Waiver

The release set forth in Subsection (a) of Section 5.16 of the Plan shall not, however, limit, abridge or otherwise affect the rights of the Reorganized Debtors to enforce, sue on, settle or compromise the rights, claims and other matters retained by Reorganized Debtors pursuant to the Plan.

(h) Integral to Plan

Each of the releases and injunctions provided in Section 5.16 of the Plan is an integral part of the Plan and is essential to its implementation. Each of the Persons being released under, or protected by the injunctions set forth in, Section 5.16 of the Plan shall have the right to independently seek the enforcement of such release and injunction.

16. Permanent Injunctions and Asbestos Personal Injury Permanent Channeling Injunction

(a) General Injunction

In order to supplement, where necessary, the injunctive effect of the discharge as provided in Section 1141 of the Bankruptcy Code, and pursuant to the exercise of the equitable jurisdiction and power of the Bankruptcy Court under Section 105(a) of the Bankruptcy Code, except as otherwise provided in the Plan or the Confirmation Order, as of the Confirmation Date, but subject to the occurrence of the Effective Date, all Persons and any Person claiming by or through them, that have held, currently hold or may hold a Claim or other obligation, suit, judgment, damages, debt, right, remedy, cause of action or liability (other than a Demand) that is discharged or an Interest or other right of an equity security holder that is terminated pursuant to the terms of the Plan shall be permanently, forever and completely stayed, restrained, prohibited and enjoined from taking any Enjoined Action against any of the Released Parties or Claimant Released Parties whether directly or indirectly, derivatively or otherwise for the purpose of, directly or indirectly, collecting, recovering or receiving payment of, on or with respect to any such discharged Claim or other obligation, suit, judgment, damages, debt, right, remedy, cause of action or liability (including, without limitation, any OC Asbestos Property Damage Claim or any FB Asbestos Property Damage Claim), or terminated Interest or right of an equity security holder on account of, or based on the subject matter of, any such discharged Claims, obligations, suits, judgments, damages, debts, rights, remedies, causes of action or liabilities or terminated Interests or rights of an equity security holder.

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(b) Asbestos Personal Injury Permanent Channeling Injunction

PURSUANT TO SECTION 524(g) OF THE BANKRUPTCY CODE AND PURSUANT TO AND IN CONJUNCTION WITH THE CONFIRMATION ORDER, ALL PERSONS SHALL BE PERMANENTLY, FOREVER AND COMPLETELY STAYED, RESTRAINED, PROHIBITED, BARRED AND ENJOINED FROM TAKING ANY ENJOINED ACTION, OR PROCEEDING IN ANY MANNER IN ANY PLACE WITH REGARD TO ANY MATTER THAT IS SUBJECT TO RESOLUTION PURSUANT TO THE ASBESTOS PERSONAL INJURY TRUST AGREEMENT, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY ASBESTOS PERSONAL INJURY CLAIM OR ANY RESOLVED ASBESTOS PERSONAL INJURY CLAIM AGAINST ANY OF THE DEBTORS, ANY OF THE REORGANIZED DEBTORS, ANY PROTECTED PARTY OR ANY PROPERTY OR INTERESTS IN PROPERTY OF ANY DEBTOR, REORGANIZED DEBTOR OR PROTECTED PARTY, WHETHER DIRECTLY OR INDIRECTLY, DERIVATIVELY OR OTHERWISE, FOR THE PURPOSE OF, DIRECTLY OR INDIRECTLY, COLLECTING, RECOVERING OR RECEIVING PAYMENT OF, ON OR WITH RESPECT TO ANY ASBESTOS PERSONAL INJURY CLAIMS OR ANY RESOLVED ASBESTOS PERSONAL INJURY CLAIMS (OTHER THAN PURSUANT TO THE PROVISIONS OF THE ASBESTOS PERSONAL INJURY TRUST AGREEMENT OR TO ENFORCE THE PROVISIONS OF THE PLAN).

(c) No Waiver

Nothing contained in the Asbestos Personal Injury Permanent Channeling Injunction shall be deemed a waiver of any claim, right, remedy or cause of action that the Debtors, the Reorganized Debtors or the Asbestos Personal Injury Trust may have against any Person in connection with or arising out of an Asbestos Personal Injury Claim.

(d) Integral to Plan

Each of the injunctions provided in Section 5.17 of the Plan is an integral part of the Plan and is essential to its implementation. Each of the Released Parties, Claimant Released Parties, the Protected Parties and any other Persons being protected by the injunctions set forth in Section 5.17 of the Plan shall have the right to independently seek the enforcement of such injunctions.

17. Directors and Officers of Reorganized Debtors

(a) Directors of Reorganized Debtors

(i) Appointment. The Reorganized OCD Board shall initially consist of sixteen (16) members, consisting of the twelve (12) Continuing Directors, one (1) member to be named by the Asbestos Claimants’ Committee, one (1) member to be named by the Future Claimants’ Representative and two (2) members to be named by the Ad Hoc Bondholders’ Committee. The identities of the members to be named by the Asbestos Claimants’ Committee, the Future Claimants’ Representative and the Ad Hoc Bondholders’ Committee shall be disclosed on Schedule XIX, to be filed no later than ten (10) Business Days prior to the Objection Deadline, which shall be in form and substance satisfactory to the Debtors.

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(ii) Terms. The Reorganized OCD Board shall initially be divided into three classes, designated Class I, Class II and Class III, respectively, with five (5) directors in Class I, five (5) directors in Class II and six (6) directors in Class III. Nine (9) of the Continuing Directors shall serve in Class II and Class III, the one director to be named by the Future Claimants’ Representative shall serve in Class III, the one director to be named by the Asbestos Claimants’ Committee shall serve in Class III, and the remaining directors shall serve in Class I; provided, however, that the directors named by the Asbestos Claimants’ Committee and the Future Claimants’ Representative may assume their respective position as director up to five (5) Business Days after the Trust receives the Reserved New OCD Shares pursuant to the Plan. At the first annual meeting of stockholders, which shall be held no earlier than the first anniversary of the Effective Date, the terms of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders, the terms of office of the Class II directors shall expire and class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders, the terms of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. Notwithstanding anything to the contrary set forth in the Section 5.18(a) of the Plan or otherwise, for as long as the Asbestos Personal Injury Trust owns shares of New OCD Common Stock, it shall have the rights to designate one (1) member of the Reorganized OCD Board as directed by the Future Claimants’ Representative and one (1) member as directed by the TAC; provided, however, that in the event that the Asbestos Personal Injury Trust no longer holds any shares of New OCD Common Stock, the members of the Reorganized OCD Board named by the Asbestos Claimants’ Committee and the Future Claimants’ Representative, or their successors, shall resign promptly thereafter in accordance with the Amended and Restated By-Laws of Reorganized OCD. The terms of the members of the Reorganized OCD Board may be described in greater detail in the Amended and Restated Certificate of Incorporation of Reorganized OCD, the Amended and Restated By-Laws of Reorganized OCD or such other documents as the Plan Proponents may determine, to be filed no later than ten (10) Business Days prior to the Objection Deadline.

(iii) Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Reorganized OCD Board and at meetings of the stockholders, and shall have all powers and responsibilities attendant therewith, as may be described in greater detail in the Amended and Restated Certificate of Incorporation of Reorganized OCD, the Amended and Restated By-Laws of Reorganized OCD or such other documents as the Plan Proponents may determine, to be filed no later than ten (10) Business Days prior to the Objection Deadline. Michael H. Thaman shall serve as the initial Chairman of the Board.

(iv) Vacancies. Vacancies occurring on the Reorganized OCD Board subsequent to the Effective Date shall be filled by individuals elected by majority vote of the remaining directors, except that in the event that a director vacancy is caused by the resignation or removal of a Continuing Director, the remaining Continuing Directors shall have the right to designate the replacement director. Procedures for filling vacancies occurring on the

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Reorganized OCD Board may be described in greater detail in the Amended and Restated Certificate of Incorporation of Reorganized OCD, the Amended and Restated Bylaws of Reorganized OCD or such other documents as the Plan Proponents may determine, to be filed no later than ten (10) Business Days prior to the Objection Deadline.

(b) Officers of Reorganized Debtors

The existing senior officers of OCD who will serve initially in the same capacities after the Effective Date for Reorganized OCD shall be identified in a disclosure filed by the Debtors with the Bankruptcy Court on a date not less than ten (10) Business Days prior to the Objection Deadline, and shall designate the Chief Executive Officer. The executive officers of the other Reorganized Debtors shall consist of executive officers as determined by Reorganized OCD on the Effective Date or thereafter.

18. Compensation and Benefit Programs

(a) Except and to the extent previously assumed or rejected by an order of the Bankruptcy Court, on or before the Confirmation Date, but subject to the occurrence of the Effective Date, all employee compensation and benefit programs of the Debtors as amended or modified, including programs subject to Sections 1114 and 1129(a)(13) of the Bankruptcy Code, entered into before or after the Petition Date and not since terminated, shall be deemed to be, and shall be treated as though they are, executory contracts that are assumed except for (i) executory contracts or plans specifically rejected pursuant to the Plan, and (ii) executory contracts or plans as have previously been rejected, are the subject of a motion to reject or have been specifically waived by the beneficiaries of any plans or contracts; provided, however, that the Debtors may pay all “retiree benefits” (as defined in Section 1114(a) of the Bankruptcy Code).

(b) OCD and any other of the Reorganized Debtors whose employees are covered by the Merged Plan shall assume and continue the Merged Plan, satisfy the minimum funding standards pursuant to 26 U.S.C. § 412 and 29 U.S.C. § 1082, and administer the Merged Plan in accordance with its terms and the provisions of ERISA. Further, nothing in the Plan of Reorganization shall be construed in any way as discharging, releasing or relieving the Debtors or the Debtors’ successors, including the Reorganized Debtors, or any party, in any capacity, from liability imposed under any law or regulatory provision with respect to the Merged Plan or Pension Benefit Guaranty Corporation.

(c) On the Effective Date, Reorganized OCD will adopt Management and Director Arrangements, the terms and conditions of which shall be summarized in greater detail in Exhibit F to the Plan, as it may be amended up to ten (10) Business Days prior to the Objection Deadline. On the Effective Date, management, directors and designated employees of Reorganized OCD and the other Reorganized Debtors shall receive the benefits provided under such Management and Director Arrangements on the terms and conditions provided for therein.

(d) All full-time employees and regular part-time employees of OCD and its Affiliates as of the Effective Date (excluding any employee who participates in the management incentive program portion of the Management and Director Arrangements described in Section 5.19(c) of the Plan as of the Effective Date) shall be eligible to receive a

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grant of 100 shares of New OCD Common Stock, or appropriate equivalent interest, upon the Effective Date. Each award of 100 shares of New OCD Common Stock shall vest in its entirety on the third anniversary of the Effective Date, subject to accelerated vesting for OCD-approved retirements or in the event that OCD (or its applicable Affiliate) terminates the employee’s employment without cause. Accordingly, OCD shall reserve 2,000,000 shares of New OCD Common Stock for issuance to such employees (assuming 20,000 eligible employees worldwide), which shares represent approximately 1.52% of the primary number of shares of New OCD Common Stock to be outstanding immediately after the Effective Date (assuming issuance of approximately 131.4 million shares on the Effective Date and excluding options issued on the Effective Date). The terms and conditions of this employee incentive program shall be described more fully in the Employee Arrangements set forth on Exhibit F, as it may be amended up to ten (10) Business Days prior to the Objection Deadline.¹⁸

19. Continuation of Certain Orders

Notwithstanding anything in the Plan to the contrary, the Debtors will continue to pay any Claims authorized to be paid by an order of the Bankruptcy Court during the Chapter 11 Cases, pursuant to the terms and conditions of any such order.

20. Exit Facility

On or prior to the Effective Date, OCD and those Subsidiaries which are parties to the Exit Facility shall enter into all necessary and appropriate documentation to obtain, and in connection with, the Exit Facility.

E. TREATMENT OF EXECUTORY AND POST-PETITION CONTRACTS AND UNEXPIRED LEASES

1. Assumed Contracts and Leases

(a) Except as otherwise provided in the Plan, or in any contract, instrument, release, indenture or other agreement or document entered into in connection with the Plan, as of the Effective Date, each Debtor shall be deemed to have assumed each executory contract and unexpired lease to which it is a party, unless such contract or lease (i) was previously assumed or rejected by such Debtor, (ii) previously expired or terminated pursuant to its own terms, (iii) is the subject of a motion pending before the Bankruptcy Court as of the Confirmation Date to assume or reject such contract or lease or (iv) is listed on Schedule IV, to be filed at least ten (10) Business Days prior to the Objection Deadline, as being an executory contract or unexpired lease to be rejected; provided, however, that the Plan Proponents reserve the right, at any time prior to the Confirmation Date, to amend Schedule IV to add or delete any unexpired lease or executory contract. Moreover, except as otherwise provided in the Plan or an order of the Court entered prior to the Effective Date, as of the Effective Date, all of the Debtors’

¹⁸ The Debtors reserve the right to propose an additional or other form of employee benefit or incentive program as part of the Employee Arrangements, the terms and conditions of which would be disclosed on Exhibit F, as it may be modified, revised and supplemented (as may be satisfactory in form and substance to the Reorganized Debtors and any other Plan Proponents) up to ten (10) Business Days prior to the Objection Deadline.

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post-petition contracts and leases entered into by one or more of the Debtors after the Petition Date shall be treated as though they are executory contracts or unexpired leases that are assumed under the Plan. The Confirmation Order shall constitute an order of the Bankruptcy Court under Sections 365 and 1123 of the Bankruptcy Code, as applicable, approving the contract and lease assumptions described above, as of the Effective Date.

(b) Each executory contract and unexpired lease (including each post-petition contract and lease treated as an executory contract) that is assumed and relates to the use, ability to acquire, or occupancy of real property shall include (i) all modifications, amendments, supplements, restatements or other agreements made directly or indirectly by any agreement, instrument or other document that in any manner affect such executory contract or unexpired lease and (ii) all executory contracts or unexpired leases appurtenant to the premises, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, powers, uses, usufructs, reciprocal easement agreements, vaults, tunnel or bridge agreements or franchises and any other interests in real estate or rights in rem related to such premises, unless any of the foregoing agreements has been rejected pursuant to an order of the Bankruptcy Court.

2. Payments Related to Assumption of Contracts and Leases

Any monetary amounts by which each executory contract and unexpired lease (including each post-petition contract and lease treated as an executory contract) to be assumed pursuant to the Plan is in default will be satisfied, under Section 365(b)(1) of the Bankruptcy Code, at the option of the Debtors or the assignee of a Debtor assuming such contract or lease, by Cure. If there is a dispute regarding (i) the nature or amount of any Cure, (ii) the ability of a Reorganized Debtor or any assignee to provide “adequate assurance of future performance” (within the meaning of Section 365 of the Bankruptcy Code) under the contract or lease to be assumed or (iii) any other matter pertaining to assumption, Cure will occur following the entry of a Final Order of the Bankruptcy Court resolving the dispute and approving the assumption or assumption and assignment, as the case may be. To the extent not previously provided by the Court, the Confirmation Order shall contain provisions for notices of proposed assumptions and proposed Cure amounts to be sent to applicable third parties and for procedures for objecting thereto and resolution of disputes by the Bankruptcy Court. If no proposed Cure amount is proposed by the Debtors, it shall be presumed that the Debtors are asserting that no Cure amount is required to be paid under Section 365(b)(1) of the Bankruptcy Code.

3. Assignments Related to the Restructuring Transactions

As of the effective time of an applicable Restructuring Transaction, any executory contract or unexpired lease (including any post-petition contract or lease treated as an executory contract) to be held by any Debtor or another surviving, resulting or acquiring corporation in an applicable Restructuring Transaction shall be deemed assigned to the applicable entity pursuant to section 105, 365 and/or 1123 of the Bankruptcy Code, as applicable.

4. Rejected Contracts and Leases

On the Effective Date, each executory contract and unexpired lease that is listed on Schedule IV, shall be rejected pursuant to Section 365 of the Bankruptcy Code. Each

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contract or lease listed on Schedule IV shall be rejected only to the extent that any such contract or lease constitutes an executory contract or unexpired lease. The Plan Proponents reserve their right, at any time prior to the Confirmation Date, to amend Schedule IV to delete any unexpired lease or executory contract therefrom or add any unexpired lease or executory contract thereto. To the extent that an executory contract or unexpired lease (i) is not listed on Schedule IV, (ii) has not been previously rejected or (iii) is not subject to a motion to reject at the time of the Confirmation Date, such executory contract or unexpired lease shall be deemed assumed. Listing a contract or lease on Schedule IV shall not constitute an admission by a Debtor nor a Reorganized Debtor that such contract or lease is an executory contract or unexpired lease or that such Debtor or Reorganized Debtor has any liability thereunder. Without limiting the foregoing, any agreement entered into prior to the Petition Date by or on behalf of the Debtors with a holder of an Asbestos Personal Injury Claim with respect to the settlement of any OC Asbestos Personal Injury Claim or FB Asbestos Personal Injury Claim shall be deemed rejected as of the Effective Date to the extent such settlement agreement is deemed to be an executory contract within the meaning of Section 365(a) of the Bankruptcy Code. The Confirmation Order shall constitute an order of the Bankruptcy Court approving such rejections as of the Effective Date, pursuant to Section 365 of the Bankruptcy Code.

5. Rejection Damages Bar Date

If the rejection by a Debtor, pursuant to the Plan, of an executory contract or unexpired lease results in a Claim, then such Claim shall be forever barred and shall not be enforceable against any Debtor or Reorganized Debtor, or the properties of any of them, unless a Proof of Claim is filed and served upon counsel to the Debtors, counsel to the Unsecured Creditors’ Committee and counsel to the Asbestos Claimants’ Committee, within thirty (30) days after service of the notice that the executory contract or unexpired lease has been rejected.

6. Indemnification Obligations

(a) Indemnification Obligations shall be deemed to be, and shall be treated as though they are, executory contracts that are assumed pursuant to Section 365 of the Bankruptcy Code under the Plan as of the Effective Date, and such obligations shall survive confirmation of the Plan, remain unaffected by the Plan and shall not be discharged or impaired by the Plan, irrespective of whether the indemnification or reimbursement obligation is owed in connection with an event occurring before, on or after the Petition Date, except as may otherwise be provided in Schedule XVII, to be filed no later than ten (10) Business Days prior to the Objection Deadline; provided, however, that, except as otherwise provided in the Plan, indemnification obligations that are not Indemnification Obligations shall be deemed to be, and shall be treated as though they are, executory contracts that are rejected pursuant to Section 365 of the Bankruptcy Code as of the Effective Date.

(b) In addition to the foregoing, as of the Effective Date, the Reorganized Debtors shall obtain and maintain in full force tail insurance covering such risks as are presently covered for the benefit of all Persons who are or were officers or directors of the Debtors on the Petition Date or thereafter, except as may otherwise be provided in Schedule XVII, to be filed no later than ten (10) Business Days prior to the Objection Deadline, in a minimum amount and for a minimum period as shall be set forth in Schedule XVIII, to be filed no later than ten (10) Business Days prior to the Objection Deadline.

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(c) Each of the provisions set forth in Section 7.6 of the Plan is an integral part of the Plan and is essential to its implementation. Each Person entitled to indemnification and insurance pursuant to Section 7.6 shall have the right to independently seek the enforcement of each of the terms of Section 7.6 of the Plan.

If the Reorganized Debtors incur Indemnification Obligations which exceed any applicable insurance coverage, the Indemnification Obligations s would have the same priority and effect as Administrative Expenses or post-petition obligations, even with respect to claims which otherwise would constitute pre-petition, non-priority claims. In the exercise of the Debtors’ business judgment, with the support of the Plan Proponents, it has been determined that the assumption of the Indemnification Obligations is justified by the contributions of the indemnified officers and directors to the financial success of the Debtors, the necessity of the Reorganized Debtors to retain the services of its officers and directors for continued success, and the critical need to continue to attract the best possible personnel to serve as officers and directors of Owens Corning.

7. Insurance Policies and Agreements

(a) Assumed Insurance Policies and Agreements.

The Debtors do not believe that the insurance policies issued to, or insurance agreements entered into by, the Debtors prior to the Petition Date (including, without limitation, any policies covering directors’ or officers’ conduct) constitute executory contracts (and, consequently, such insurance policies and agreements shall continue in effect after the Effective Date). To the extent that such insurance policies or agreements (including, without limitation, any policies covering directors’ or officers’ conduct) are considered to be executory contracts, then, notwithstanding anything contained in Section 7.1 or 7.3 of the Plan to the contrary, the Plan shall constitute a motion to assume such insurance policies and agreements (except for those set forth on Schedule XI in accordance with Section 7.7(b) of the Plan), and, subject to the occurrence of the Effective Date, the entry of the Confirmation Order shall constitute approval of such assumption pursuant to Section 365(a) of the Bankruptcy Code and a finding by the Bankruptcy Court that each such assumption is in the best interest of each Debtor, its Estate, and all parties in interest in the Chapter 11 Cases. Unless otherwise determined by the Bankruptcy Court pursuant to a Final Order or agreed to by the parties thereto prior to the Effective Date, no payments are required to cure any defaults of the Debtors existing as of the Confirmation Date with respect to each such insurance policy or agreement. To the extent that the Bankruptcy Court determines otherwise as to any such insurance policy or agreement, the Debtors reserve the right to seek rejection of such insurance policy or agreement or other available relief. In accordance with Sections 10.3 of the Plan, the rights of the Debtors under the insurance policies and agreements constituting the OC Asbestos Personal Injury Liability Insurance Assets shall, to the extent necessary, be deemed assigned to the OC Sub-Account of the Asbestos Personal Injury Trust as of the Effective Date and, pursuant to Section 365 of the Bankruptcy Code, the Debtors shall have no further liability thereunder from and after June 18, 2001.

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(b) Rejected Insurance Policies and Agreements.

If the Wellington Agreement is determined to be an executory contract, OCD has agreed that it will not reject the Wellington Agreement as an executory contract. To the extent that any or all of the insurance policies and agreements set forth on Schedule XI, to be filed no later than ten (10) Business Days prior to the Objection Deadline, are considered to be executory contracts, then, notwithstanding anything contained in Section 7.1 or 7.3 of the Plan to the contrary, the Plan shall constitute a motion to reject the insurance policies and agreements set forth on Schedule XI, and the entry of the Confirmation Order shall constitute approval of such rejection pursuant to Section 365(a) of the Bankruptcy Code and a finding by the Bankruptcy Court that each such rejected insurance policy or agreement set forth on Schedule XI is burdensome and that the rejection thereof is in the best interest of each Debtor, its estate, and all parties in interest in the Chapter 11 Cases.

(c) Reservation of Rights.

With the exception of issues that are expressly resolved in the Plan or Confirmation Order including those specified in Section 3.3(f)(iii), 3.4(d)(iii), and 12.1(a)(xxiv) and (xxv) of the Plan relating to rights under insurance policies and insurance settlement agreements, and with the exception of issues that are expressly resolved by insurance settlement agreements approved by the Bankruptcy Court: (i) nothing contained in the Plan, including Section 7.7 of the Plan or in the Confirmation Order, shall preclude OCD, Fibreboard, or their insurers from asserting in any proceeding any and all claims, defenses, rights or causes of action that they have or may have under or in connection with any insurance policies issued to OCD or Fibreboard or any settlement agreements made with respect to such insurance policies; (ii) nothing in the Plan or Confirmation Order shall be deemed to waive any claims, defenses, rights, or causes of action that OCD, Fibreboard, or their insurers have or may have under the provisions, terms, conditions, defenses and/or exclusions contained in such insurance policies or settlement agreements, including, but not limited to, any and all claims, defenses, rights or causes of action based upon or arising out of Asbestos Personal Injury Claims, OC Property Damage Claims, or FB Property Damage Claims that are liquidated, resolved, discharged, channeled or paid in connection with the Plan; and (iii) nothing in the Confirmation Order or the Plan (including any other provision that purports to be preemptory or supervening), shall in any way operate to or have the effect of, impairing the insurers’ legal, equitable or contractual rights, if any, in any respect, and the rights of insurers shall be determined under insurance policies and settlement agreements as applicable.

Century Indemnity Company (as successor to CCI Insurance Company, as successor to Insurance Company of North America); Central National Insurance Company of Omaha for policies issued through Cravens, Dargan & Co. Pacific Coast; and Pacific Employers Insurance Company and each of their respective affiliates: (i) reserve all of their rights and defenses under their respective insurance policies and related agreements which the Debtors may allege provide coverage to them or for any Claim; and (ii) reserve all of their rights to object to confirmation of the Plan and to all agreements, schedules, and documents relating to the Plan, including any aspect of the foregoing that purports to alter insurers’ obligations or rights or to decide any matter adversely to them.

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(d) Miscellaneous

The Asbestos Personal Injury Trust is obligated to honor and respect the benefits and protections, including, without limitation, the release and injunctive protections, conferred upon Affiliated FM and Allianz by the Affiliated FM Settlement Agreement and the Allianz Settlement Agreement, respectively, as if the Asbestos Personal Injury Trust were a signatory thereto. The express references to Affiliated FM and Allianz in the preceding sentence shall not give rise to any inference that other settling insurers are not entitled to similar protections.

F. PROVISIONS GOVERNING DISTRIBUTIONS

1. Distributions for Claims Allowed as of the Initial Distribution Date

Except as otherwise provided in the Plan or as ordered by the Bankruptcy Court, distributions to be made on account of Claims that are Allowed Claims as of the Effective Date shall be made on, or as soon as practicable after, the Initial Distribution Date. Notwithstanding anything in the Plan to the contrary, distributions on account of Administrative Claims that are Allowed Claims as of the Effective Date shall be made on, or as soon as practicable after, the Effective Date, with no action to enforce a right to such payment until at least thirty (30) days after the Effective Date. Notwithstanding anything in the Plan to the contrary, distributions on account of Class A7 and B8 Claims shall be made in accordance with the terms and conditions of the Asbestos Personal Injury Trust Agreement and the Asbestos Personal Injury Trust Distribution Procedures. Distributions on account of Claims that first become Allowed Claims after the Effective Date shall be made pursuant to Section 9.4 of the Plan. Notwithstanding the date on which any distribution of New OCD Securities is actually made to a holder of a Claim that is an Allowed Claim on the Effective Date, as of the date of the distribution such holder shall be deemed to have the rights of a holder of such securities distributed as of the Initial Distribution Date; provided, however, that for purposes of determining accrual of interest or rights in respect of any other payment from and after the Effective Date, the Rights Offering Shares to be issued under the Rights Offering pursuant to the Plan shall be deemed issued as of the Effective Date (or, if applicable, Initial Distribution Date) regardless of the date on which they are actually dated, authenticated or distributed.

2. Interest on Claims

Unless otherwise specifically provided for in the Plan, the Confirmation Order, or the Asbestos Personal Injury Trust Distribution Procedures, or required by applicable bankruptcy law, post-petition interest shall not accrue or be paid on Claims, and no holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any Claim. Interest shall not accrue or be paid upon any Disputed Claim in respect of the period from the Petition Date to the date a final distribution is made thereon if and after such Disputed Claim becomes an Allowed Claim.

3. Distributions under the Plan

(a) The Disbursing Agent or, in the case of the Bondholders Claims, the appropriate Pre-petition Indenture Trustee, shall make all distributions required under the

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Plan, except to holders of Asbestos Personal Injury Claims. Asbestos Personal Injury Claims shall be satisfied in accordance with the distribution procedures described in the Asbestos Personal Injury Trust Agreement and the Asbestos Personal Injury Trust Distribution Procedures.

(b) If the Disbursing Agent is an independent third party designated by the Reorganized Debtors to serve in such capacity, such Disbursing Agent shall be entitled to receive, without further Bankruptcy Court approval, reasonable compensation for distribution services rendered pursuant to the Plan as well as reimbursement of reasonable out-of-pocket expenses incurred in connection with rendering such services from the Reorganized Debtors on terms acceptable to the Reorganized Debtors. No Disbursing Agent shall be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court.

4. Record Date for Distributions to Holders of Allowed Claims and Existing OCD Common Stock (Other Than Asbestos Personal Injury Claims)

At the close of business on the Distribution Record Date, the transfer records for Claims and Existing OCD Common Stock (other than Asbestos Personal Injury Claims), including the Bank Holders Claims and Bondholders Claims, shall be closed, and there shall be no further changes in the record holders of such Claims. None of the Reorganized Debtors, the Disbursing Agent, if any, CSFB, as agent for the Bank Holders nor the applicable Pre-petition Indenture Trustee under the Pre-petition Bond Indenture for the Bondholders shall have any obligation to recognize any transfer of Allowed Claims, including, without limitation, Allowed Bank Holders Claims or Allowed Bondholders Claims, as applicable, occurring after the Distribution Record Date, and they shall be entitled instead to recognize and deal for all purposes hereunder with only those record holders as of the close of business on the Distribution Record Date.

Distributions to holders of Bondholder Claims administered by the Pre-petition Indenture Trustees shall be made by means of book-entry exchange through the facilities of the Depository Trust Corporation (“DTC”) in accordance with the customary practices of the DTC, as and to the extent practicable. In connection with such book-entry exchange, each Pre-petition Indenture Trustee shall deliver instructions to the DTC directing the DTC to effect distributions (net of Pre-petition Indenture Trustee fees and expenses) on a pro rata basis as provided under the Plan with respect to the Bondholder Claims upon which such Indenture Trustee acts as trustee.

5. Means of Cash Payment

Cash payments made pursuant to the Plan shall be in United States funds by means agreed to by the payor and the payee, including by check or wire transfer, or, in the absence of an agreement, such commercially reasonable manner as the Debtors, the Reorganized Debtors, the Disbursing Agent, or, as applicable, such other payor shall determine in their sole discretion.

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6. Fractional New OCD Common Stock; Other Distributions

(a) No fractional shares of New OCD Common Stock shall be issued or distributed under the Plan. If any distribution pursuant to the Plan would otherwise result in the issuance of New OCD Common Stock that is not a whole number, the actual distribution of shares of such stock shall be rounded to the next higher or lower whole number as follows: (i) fractions of greater than one-half ( ¹/2) shall be rounded to the next higher whole number, and (ii) fractions of one-half ( ¹/2) or less shall be rounded to the next lower whole number. The total number of shares of New OCD Common Stock to be distributed pursuant to the Plan shall be adjusted as necessary to account for the rounding provided for in the Plan.

(b) No consideration shall be provided in lieu of fractional shares that are rounded down.

(c) In addition, the payment of fractions of dollars shall not be made. Whenever any payment of a fraction of a dollar under the Plan would otherwise be called for, the actual payment made shall reflect a rounding of the fraction to the nearest whole dollar (up and down), with half dollars rounded down.

(d) The Disbursing Agent, or any agent or servicer, as the case may be, shall not make any payment of less than one hundred dollars ($100.00) with respect to any Claim.

7. Delivery of Distributions

Distributions to holders of Allowed Claims in all Classes other than Classes A7 and B8 shall be made by the Disbursing Agent or the applicable Pre-petition Indenture Trustee, as the case may be. If any holder’s distribution is returned as undeliverable, no further distributions to such holder shall be made until the Disbursing Agent (or Pre-petition Indenture Trustee as applicable) is notified of such holder’s then current address, at which time all missed distributions shall be made to such holder without interest. Amounts in respect of undeliverable distributions made by the Disbursing Agent (or the Pre-petition Indenture Trustee as applicable) shall be returned to the Reorganized Debtors until such distributions are claimed. All the claims for undeliverable distributions made by the Disbursing Agent or the Pre-petition Indenture Trustee, as the case may be, must be made on or before the first (1st) anniversary of the Effective Date, after which date all unclaimed property shall revert to the Reorganized Debtors free of any restrictions thereon and the claim of any holder or successor to such holder with respect to such property shall be discharged and forever barred, notwithstanding any federal or state escheat laws to the contrary. Nothing contained in the Plan shall require the Debtors, Reorganized Debtors, any Disbursing Agent, the Administrative Agent for the Bank Holders or any Pre-petition Indenture Trustee to attempt to locate any holder of an Allowed Claim after the first (1st) anniversary of the Effective Date.

Nonetheless, ninety (90) days prior to the first (1st) anniversary of the Effective Date, the Debtors will post a list on their website at www.ocplan.com of the names of holders whose distributions have been returned as undeliverable and the amounts of such claims, along with the instructions on notifying the Disbursing Agent of such holders’ then current address.

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8. Surrender of Pre-petition Bonds

(a) Pre-petition Bonds

Except as provided in Section 8.8(b) of the Plan in connection with lost, stolen, mutilated or destroyed Pre-petition Bonds, each holder of an Allowed Claim evidenced by a Pre-petition Bond shall tender such Pre-petition Bond to the respective Pre-petition Indenture Trustee in accordance with written instructions to be provided in a letter of transmittal to such holders by the Pre-petition Indenture Trustee as promptly as practicable following the Effective Date. Such letter of transmittal shall specify that delivery of such Pre-petition Bonds will be effected, and risk of loss and title thereto will pass, only upon the proper delivery of such Pre-petition Bonds with the letter of transmittal in accordance with such instructions. Such letter of transmittal shall also include, among other provisions, customary provisions with respect to the authority of the holder of the applicable note or Pre-petition Bonds to act and the authenticity of any signatures required on the letter of transmittal. All surrendered Pre-petition Bonds shall be marked as cancelled and delivered by the respective Pre-petition Indenture Trustee to the Reorganized Debtors.

(b) Lost, Mutilated or Destroyed Pre-petition Bonds

In addition to any requirements under the applicable certificate or articles of incorporation or bylaws of the applicable Debtor, any holder of indebtedness or obligation of a Debtor evidenced by a Pre-petition Bond that has been lost, stolen, mutilated or destroyed shall, in lieu of surrendering the Pre-petition Bond, deliver to the Pre-petition Indenture Trustee (i) evidence satisfactory to the Pre-petition Indenture Trustee of the loss, theft, mutilation or destruction; and (ii) such indemnity as may be required by the Pre-petition Indenture Trustee to hold the Pre-petition Indenture Trustee harmless from any damages, liabilities or costs incurred in treating such individual as a holder of a Pre-petition Bond.

(c) Failure to Surrender Cancelled Pre-petition Bonds

Any holder of a Pre-petition Bond that fails to surrender or be deemed to have surrendered such Pre-petition Bond before the first (1st) anniversary of the Effective Date shall have its Claim for a distribution on account of such Pre-petition Bond discharged and shall be forever barred from asserting any such Claim against any Reorganized Debtor or their respective property.

(d) Distributions upon Receipt of Pre-petition Bonds

No distribution of property under the Plan shall be made to or on behalf of any such holders unless and until such Pre-petition Bond is received by the appropriate Pre-petition Indenture Trustee, or the unavailability of such Pre-petition Bond is established to the reasonable satisfaction of the appropriate Pre-petition Indenture Trustee or such requirement is waived by the Reorganized Debtors.

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9. Withholding and Reporting Requirements

In connection with the Plan and all distributions thereunder, the Disbursing Agent shall, to the extent applicable, comply with all tax withholding and backup withholding and reporting requirements imposed by any federal, state, provincial, local or foreign taxing authority, and all distributions thereunder shall be subject to any such withholding and reporting requirements. The Disbursing Agent shall be authorized to take any and all actions that may be necessary or appropriate to comply with such withholding and reporting requirements.

10. Setoffs

The Debtors and the Reorganized Debtors may, but shall not be required to, pursuant to Section 553 of the Bankruptcy Code or applicable non-bankruptcy law, set off against any Allowed Claim and the payments or other distributions to be made pursuant hereto on account of such Claim (before any distribution is made on account of such Allowed Claim), the claims, equity interests, rights and causes of action of any nature whatsoever that the Debtors or the Reorganized Debtors may hold against the holder of such Allowed Claim; provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any such claims, equity interests, rights and causes of action that the Debtors or the Reorganized Debtors may possess against any such holder, except as specifically provided in the Plan.

G. PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS AND DISPUTED INTERESTS

1. Prosecution of Objections to Certain Claims

(a) Unless otherwise ordered by the Bankruptcy Court, only the Debtors, the Reorganized Debtors or the Disbursing Agent shall have the authority to file objections to settle, compromise, withdraw or litigate objections to Claims, other than with respect to (i) the applications for the allowance of compensation and reimbursement of expenses of professionals under Section 330 of the Bankruptcy Code, and (ii) Asbestos Personal Injury Claims, provided, however, that in the event the Disbursing Agent is not one of the Reorganized Debtors, then the Disbursing Agent shall reasonably consult with a designated representative of Reorganized OCD with respect to the settlement or compromise of the foregoing claims on such terms and conditions as may be mutually satisfactory to the Disbursing Agent and Reorganized OCD.

(b) From and after the Confirmation Date, the Reorganized Debtors or the Disbursing Agent may settle or compromise any Disputed Claim without approval of the Bankruptcy Court.

(c) All objections to Claims, other than Asbestos Personal Injury Claims, must be filed and served on the holders of such Claims by the Claims Objection Deadline. Nothing contained in the Plan, however, shall limit the Debtors’ or Reorganized Debtors’ right to object to any Claims, other than Asbestos Personal Injury Claims, filed or amended after the Claims Objection Deadline. If an objection has not been filed to a Proof of

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Claim or a scheduled Claim, other than Asbestos Personal Injury Claims, by the Claims Objection Deadline, the Claim to which the Proof of Claim or scheduled Claim relates will be treated as an Allowed Claim if such Claim has not been Allowed earlier.

(d) Notwithstanding anything contained in the Plan to the contrary, the Debtors shall not be required to take any further action with respect to any proofs of claim filed against any of the Debtors on account of asserted Asbestos Personal Injury Claims. As set forth in Sections 5.17(b), 10.4 and 11.4 of the Plan, all Asbestos Personal Injury Claims against any and all of the Debtors shall be exclusively channeled to the Asbestos Personal Injury Trust, and shall be subject to the Asbestos Personal Injury Channeling Injunction.

2. No Distributions Pending Allowance

Notwithstanding any other provision in the Plan, no payments or distributions shall be made with respect to all or any portion of a Disputed Claim unless and until all objections to such Disputed Claim have been settled or withdrawn or have been determined by Final Order, and the Disputed Claim, or some portion thereof, has become an Allowed Claim.

3. Disputed Distribution Reserve

(a) On, or as soon as practicable after, the Initial Distribution Date, the Reorganized Debtors shall transmit to the Disputed Distribution Reserve Cash in an amount equal to the sum of (i) the Face Amount of each Administrative Claim, Priority Tax Claim, Other Priority Claim, Other Secured Tax Claim, Other Secured Claim and Convenience Claim that is a Disputed Claim as of the Effective Date, or (ii) such lesser amount for any such Disputed Claim that may be agreed upon by the holder of such Disputed Claim and the Reorganized Debtors, or that may be approved by the Bankruptcy Court at or prior to the Confirmation Hearing. The Disbursing Agent shall reserve for the account of each holder of a Disputed Claim described in the immediately preceding sentence, Cash in the Face Amount thereof (or such lesser amount as such holder and the Reorganized Debtors may agree or as may be approved by the Bankruptcy Court at or prior to the Confirmation Hearing); provided, however, that the Cash transmitted to, and reserved by, the Disbursing Agent pursuant to Section 9.3(a) of the Plan may be held by the Disbursing Agent in a single interest bearing account, fund or reserve (provided further, however, that separate book entries for each Claim shall be maintained by the Disbursing Agent) to be established and maintained by the Disbursing Agent pending resolution of the Disputed Claims described in Section 9.3(a) of the Plan.

(b) In addition, on, or as soon as practicable after, the Initial Distribution Date, the Reorganized Debtors shall transmit to the Disputed Distribution Reserve:

(i) in the event Class A5 rejects the Plan, the Reserved OCD Distribution Package; or

(ii) in the event Class A5 accepts the Plan, (x) Cash in an amount equal to the Reserved OCD Distribution Amount, in the event either or both of Class A6-A and Class A6-B rejects the Plan; (y) the Reserved Class A6-A Aggregate Amount, in the event Class A6-A accepts the Plan; and (z) the Reserved Class A6-B Aggregate Amount, in the event Class A6-B accepts the Plan.

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The Disbursing Agent shall reserve (from the Reserved OCD Distribution Package, the Reserved OCD Distribution Amount, the Reserved Class A6-A Aggregate Amount or the Reserved Class A6-B Aggregate Amount, as may be applicable) for the account of each holder of a Disputed Class A6-A or Class A6-B Claim Cash, New OCD Common Stock, or such other property which would otherwise be distributable to such holder on the Initial Distribution Date in accordance with the Plan were such Disputed Claim an Allowed Claim (in the Face Amount thereof) as of the Effective Date (or property of a lesser value as such holder and the Reorganized Debtors may agree or as may be approved by the Bankruptcy Court). Moreover, each of the Reserved OCD Distribution Package, the Reserved OCD Distribution Amount, the Reserved Class A6-A Aggregate Amount and the Reserved Class A6-B Aggregate Amount, to the extent applicable, shall be set aside and segregated from the property received by the Disbursing Agent pursuant to Sections 9.3(a) and 9.3(c) of the Plan; provided, however, that the Cash portion of any of the foregoing may be held by the Disbursing Agent in a single interest bearing account, fund or reserve (provided further, however, that separate book entries for each Claim shall be maintained by the Disbursing Agent) to be established and maintained by the Disbursing Agent pending resolution of the Disputed Claims described in Section 9.3(b) of the Plan. Without limiting the foregoing, at all times after the Initial Distribution Date, (i) the holders of Disputed Class A6-A and A6-B Claims shall have the sole right to the Reserved OCD Distribution Package or the Reserved OCD Distribution Amount, to the extent applicable, (ii) the holders of Disputed Class A6-A Claims shall have the sole right to the Reserved Class A6-A Aggregate Amount, to the extent applicable, and (iii) the holders of Disputed Class A6-B Claims shall have the sole right to the Reserved Class A6-B Aggregate Amount, to the extent applicable, in the Disputed Distribution Reserve. Moreover, the Disbursing Agent shall not disburse or distribute any portion of any such package or amount to any Person prior to the Final Distribution Date (subject to Section 9.5 of the Plan) other than to holders of Disputed Class A6-A or A6-B Claims that become Allowed in accordance with the terms of the Plan subsequent to the Effective Date, without further order of the court.

(c) In addition, on, or as soon as practicable after, the Initial Distribution Date, the Reorganized Debtors shall transmit to the Disputed Distribution Reserve Cash in an aggregate amount equal to the sum of (i) the Face Amount of each Class B6 through Class U6 Claim that is a Disputed Claim as of the Effective Date, or (ii) such lesser amount for any such Disputed Claim that may be agreed upon by the holder of such Disputed Claim and the Reorganized Debtors, or that may be approved by the Bankruptcy Court at or prior to the Confirmation Hearing. The Disbursing Agent shall reserve for the account of each holder of a Disputed Claim in each of the respective Classes B6-U6, Cash in an amount equal to (i) the Face Amount of such Disputed Claim, or (ii) such lesser amount for any such Disputed Claim that may be agreed upon by the holder of such Disputed Claim and the Reorganized Debtors, or that may be approved by the Bankruptcy Court at or prior to the Confirmation Hearing; provided, however, that the Cash transmitted to, and reserved by, the Disbursing Agent pursuant to Section 9.3(c) of the Plan may be held by the Disbursing Agent in a single interest bearing account, fund or reserve (provided further, however, that separate book entries for each Claim shall be maintained by the Disbursing Agent) to be established and maintained by the Disbursing Agent pending resolution of the Disputed Claims described in Section 9.3(c) of the Plan.

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4. Distributions on Account of Disputed Claims Once They are Allowed

(a) On each Quarterly Distribution Date, the Disbursing Agent shall make payments and distributions from the Disputed Distribution Reserve to each holder of a Disputed Claim that has become an Allowed Claim during the preceding calendar quarter.

(b) Pursuant to Sections 3.1, 3.2, 3.3(a), 3.4(a), 3.5(a), 3.6(a), 3.7(a), 3.8(a), 3.9(a), 3.10(a), 3.11(a), 3.12(a), 3.13(a), 3.14(a), 3.15(a), 3.16(a), 3.17(a), 3.18(a), 3.19(a), 3.20(a), 3.21(a), 3.22(a), and 3.23(a) of the Plan, the Disbursing Agent shall distribute to each holder of a Disputed Claim described in Section 9.3(a) of the Plan, which becomes an Allowed Claim after the Effective Date, Cash from the Distributed Distribution Reserve in an amount equal to the Allowed amount of such Claim. Any Cash transmitted to the Disputed Distribution Reserve pursuant to Section 9.3(a) of the Plan, which is remaining in the Disputed Distribution Reserve after all distributions on account of Claims described in Section 9.3(a) of the Plan have been made, shall constitute, and shall be deemed to constitute, Excess Available Cash.

(c) Pursuant to Sections 3.3(d) and 3.3(e) of the Plan, and subject to Section 8.2 of the Plan, the Disbursing Agent shall distribute to each holder of a Disputed Class A6-A or Class A6-B Claim, as the case may be, which becomes an Allowed Claim after the Effective Date, property from the Disputed Distribution Reserve that would have been distributed to the holder of such Claim had such Claim been an Allowed Claim as of the Effective Date. The source and nature of such distributions shall be as follows:

(i) in the event Class A5 rejects the Plan, all distributions to holders of Disputed Class A6-A and Class A6-B Claims which become Allowed Claims after the Effective Date shall be made from the Reserved OCD Distribution Package and shall be in the Standard Combination of Cash and New OCD Common Stock;

(ii) in the event Class A5 and Class A6-A both accept the Plan, all distributions to holders of Disputed Class A6-A Claims which become Allowed Claims after the Effective Date shall be made in Cash from the Reserved Class A6-A Aggregate Amount;

(iii) in the event Class A5 and Class A6-B both accept the Plan, all distributions to holders of Disputed Class A6-B Claims which become Allowed Claims after the Effective Date shall be made in Cash from the Reserved Class A6-B Aggregate Amount; and

(iv) in the event Class A5 accepts that Plan and either or both of Class A6-A and Class A6-B rejects the Plan, all distributions to holders of Disputed Claims in such rejecting Class which become Allowed Claims after the Effective Date shall be made in Cash from the Reserved OCD Distribution Amount.

(d) Pursuant to Sections 3.4(c), 3.5(c), 3.6(c), 3.7(c), 3.8(c), 3.9(c), 3.10(c), 3.11(c), 3.12(b), 3.13(b), 3.14(b), 3.15(b), 3.16(b), 3.17(b), 3.18(b), 3.19(b), 3.20(b), 3.21(b), 3.22(b), and 3.23(b) of the Plan, and subject to Section 8.2 of the Plan, the Disbursing Agent shall distribute to each holder of a Disputed Claim in each of the respective Classes B6-U6, which becomes an Allowed Claim after the Effective Date, Cash from the Disputed Distribution Reserve in an amount equal to the Allowed amount of such Claim (excluding post-petition

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interest). Any Cash transmitted to the Disputed Distribution Reserve pursuant to Section 9.3(c) of the Plan, which is remaining in the Disputed Distribution Reserve after all distributions on account of Claims described in Section 9.3(c) of the Plan have been made, shall constitute, and shall be deemed to constitute, Excess Available Cash.

5. Final Distributions from the Disputed Distribution Reserve

(a) On the Final Distribution Date, the Disbursing Agent shall distribute:

(i) the Excess Available Cash and the Excess New OCD Common Stock, if any, from the Disputed Distribution Reserve to holders of Allowed Claims in Classes A5, A6-A and A6-B and to the OC Sub-Account, pursuant to Section 3.3 of the Plan;

(ii) if Classes A5 and A6-A both accept the Plan, any remaining portion of the Reserved Class A6-A Aggregate Amount to holders of Allowed Claims in Class A6-A, pursuant to Section 3.3(d)(ii)(D) of the Plan; and

(iii) if Classes A5 and A6-B both accept the Plan, any remaining portion of the Reserved Class A6-B Aggregate Amount to holders of Allowed Claims in Class A6-B, pursuant to Section 3.3(e)(ii)(D) of the Plan.

(b) Notwithstanding anything to the contrary in the Plan, Section 8.6(d) of the Plan shall apply with equal force and effect to the distributions from the Disputed Distribution Reserve described in this Article IX. Moreover, if the aggregate value of the Cash and New OCD Common Stock in the Disputed Distribution Reserve as of the Final Distribution Date is less than $1 million (before taking into account any distributions otherwise payable on such date), then, for purposes of administrative convenience, such Cash and New OCD Common Stock shall revert to the Reorganized Debtors free of any restrictions thereon.

H. THE ASBESTOS PERSONAL INJURY TRUST

1. The Asbestos Personal Injury Trust

The Asbestos Personal Injury Trust is intended to be a “qualified settlement fund” within the meaning of Treasury Regulations Section 1.468B-1, et seq., promulgated under Section 468B of the IRC. Pursuant to the Asbestos Personal Injury Trust Agreement, the Asbestos Personal Injury Trust will have two separate sub-accounts: the OC Sub-Account and the FB Sub-Account. The purpose of the Asbestos Personal Injury Trust shall be to, among other things, (i) exclusively process, liquidate, and pay all Asbestos Personal Injury Claims in accordance with the Plan, the Asbestos Personal Injury Trust Distribution Procedures, and the Confirmation Order and (ii) preserve, hold, manage, and maximize the assets of the Asbestos Personal Injury Trust (including both the OC Sub-Account and the FB Sub-Account) for use in paying and satisfying Asbestos Personal Injury Claims. The Asbestos Personal Injury Trust shall comply in all respects with the requirements set forth in Section 524(g)(2)(B)(i) of the Bankruptcy Code.

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2. Appointment of Asbestos Personal Injury Trustees

On the Confirmation Date, effective as of the Effective Date, the Bankruptcy Court shall appoint the individuals selected jointly by the Asbestos Claimants’ Committee and the Future Claimants’ Representative (as identified in the Asbestos Personal Injury Trust Agreement), with notice to the Debtors, to serve as the Asbestos Personal Injury Trustees for the Asbestos Personal Injury Trust.

3. Transfers of Property to the Asbestos Personal Injury Trust

(a) Transfer of the Plan Consideration to the OC Sub-Account of the Asbestos Personal Injury Trust

The Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account the property and consideration set forth in Section 3.3(f)(iii) of the Plan in the manner and at the times set forth therein.

The Reorganized Debtors will also execute and deliver to the Asbestos Personal Injury Trust such documents as the Asbestos Personal Injury Trustees reasonably request to issue the New OCD Common Stock to be distributed to the Asbestos Personal Injury Trust (if any) in the name of the Asbestos Personal Injury Trust or a nominee and transfer and assign to the Asbestos Personal Injury Trust all other assets which constitute the assets of the Asbestos Personal Injury Trust.

(b) Transfer of the Plan Consideration to the FB Sub-Account of the Asbestos Personal Injury Trust

(i) The Reorganized Debtors shall irrevocably transfer and assign to the Asbestos Personal Injury Trust for allocation to the FB Sub-Account the consideration set forth in Section 3.4(d)(iii) of the Plan in the manner and at the times set forth therein.

(ii) The Reorganized Debtors will also execute and deliver, or will use all commercially reasonable efforts to cause the trustee of the Fibreboard Insurance Settlement Trust to execute and deliver, to the Asbestos Personal Injury Trust such documents as the Asbestos Personal Injury Trustees reasonably request in connection with the transfer and assignment of the Existing Fibreboard Insurance Settlement Trust Assets.

(c) Transfer of Books and Records to the Asbestos Personal Injury Trust

On the Effective Date, or as soon thereafter as is practicable, at the sole cost and expense of the Asbestos Personal Injury Trust and in accordance with written instructions provided to the Reorganized Debtors by the Asbestos Personal Injury Trust, the Reorganized Debtors will transfer and assign, and will use all commercially reasonable efforts to cause the trustee of the Fibreboard Insurance Settlement Trust to transfer and assign, to the Asbestos Personal Injury Trust all books and records of the Debtors and the Fibreboard

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Insurance Settlement Trust that pertain directly to Asbestos Personal Injury Claims that have been asserted against the Debtors and/or the Fibreboard Insurance Settlement Trust. The Debtors will request that the Bankruptcy Court, in the Confirmation Order, rule that such transfers shall not result in the invalidation or waiver of any applicable privileges pertaining to such books and records.

4. Assumption of Certain Liabilities by the Asbestos Personal Injury Trust

(a) OC Asbestos Personal Injury Claims

In consideration for the property transferred to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account, and in furtherance of the purposes of the Asbestos Personal Injury Trust and the Plan, the Asbestos Personal Injury Trust shall, and shall be deemed to, assume any and all obligations, liability and responsibility for the OC Asbestos Personal Injury Claims (regardless of whether such Claims are or may be asserted against OCD or any of the other Debtors), and each of the Debtors, the Reorganized Debtors and each of their respective Related Persons and property shall have no further financial or other obligation, responsibility or liability therefor. The Asbestos Personal Injury Trust shall also assume, and shall be deemed to assume, any and all obligations, liability and responsibility for premiums, deductibles, retrospective premium adjustments, security or collateral arrangements, and any other charges, costs, fees, setoffs, damages or expenses (if any) that become due to any insurer in connection with (i) the OC Asbestos Personal Injury Liability Insurance Assets as a result of OC Asbestos Personal Injury Claims, (ii) asbestos-related personal injury claims against Persons insured under policies included in the OC Asbestos Personal Injury Liability Insurance Assets by reason of vendors’ endorsements, or (iii) the indemnification provisions of settlement agreements that OC made prior to the Confirmation Date with any insurers, to the extent that those indemnity provisions relate to Asbestos Personal Injury Claims, and each of the Reorganized Debtors and its respective Related Persons shall have no further financial or other obligation, responsibility or liability for any of the foregoing.

(b) FB Asbestos Personal Injury Claims

In consideration for the property transferred to the Asbestos Personal Injury Trustees for allocation to the FB Sub-Account, and in furtherance of the purposes of the Asbestos Personal Injury Trust and the Plan, the Asbestos Personal Injury Trust shall, and shall be deemed to, assume any and all obligations, liability and responsibility for, under or relating to any and all FB Asbestos Personal Injury Claims (regardless of whether such Claims are or may be asserted against Fibreboard or any of the other Debtors), and each of the Debtors, the Reorganized Debtors and each of their respective Related Persons and property shall have no further financial or other obligation, responsibility or liability therefor.

5. Certain Property Held in Trust by the Reorganized Debtors or the Fibreboard Insurance Settlement Trust

If and to the extent that any assets, claims, rights or other property of the Reorganized Debtors or of the Fibreboard Insurance Settlement Trust to be transferred to the Asbestos Personal Injury Trust, under applicable law or any binding contractual provision,

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cannot be effectively transferred, or if for any reason after the Effective Date the Reorganized Debtors or the trustees of the Fibreboard Insurance Settlement Trust, as the case may be, shall retain or receive any assets, claims, rights or other property that is owned by the Reorganized Debtors, the Debtors or the Fibreboard Insurance Settlement Trust (as the case may be) and is to be transferred pursuant to the Plan to the Asbestos Personal Injury Trust, then the Reorganized Debtors or the trustees of the Fibreboard Insurance Settlement Trust, as the case may be, shall hold such property (and any proceeds thereof) in trust for the benefit of the party entitled to receive the transfer of such asset under the Plan (or the benefit of such asset) and will take such actions with respect to such property (and any proceeds thereof) as such party entitled to receive the transfer of such asset under the Plan (or the benefit of such asset) shall direct in writing.

6. Cooperation with Respect to Insurance Matters

The Reorganized Debtors shall cooperate with the Asbestos Personal Injury Trust and use commercially reasonable efforts to take or cause to be taken all appropriate actions and to do or cause to be done all things necessary or appropriate to effectuate the transfer of the OC Asbestos Personal Injury Liability Insurance Assets to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account. By way of enumeration and not of limitation, the Reorganized Debtors each shall be obligated (i) to provide the Asbestos Personal Injury Trust with copies of insurance policies and settlement agreements included within or relating to the OC Asbestos Personal Injury Liability Insurance Assets; (ii) to provide the Asbestos Personal Injury Trust with information necessary or helpful to the Asbestos Personal Injury Trust in connection with its efforts to obtain insurance coverage for Asbestos Personal Injury Claims; (iii) to execute further assignments or allow the Asbestos Personal Injury Trust to pursue claims relating to the OC Asbestos Personal Injury Liability Insurance Assets in its name (subject to appropriate disclosure of the fact that the Asbestos Personal Injury Trust is doing so and the reasons why it is doing so), including by means of arbitration, alternative dispute resolution proceedings or litigation, to the extent necessary or helpful to the efforts of the Asbestos Personal Injury Trust to obtain insurance coverage under the OC Asbestos Personal Injury Liability Insurance Assets for Asbestos Personal Injury Claims; and (iv) to pursue and recover insurance coverage in its own name or right to the extent that the transfer and assignment of the OC Asbestos Personal Injury Liability Insurance Assets to the Asbestos Personal Injury Trust is not able to be fully effectuated. The Asbestos Personal Injury Trust shall be obligated to compensate the Reorganized OCD for all costs and expenses reasonably incurred in connection with providing assistance to the Asbestos Personal Injury Trust pursuant to Section 10.6 of the Plan, including, without limitation, out-of-pocket costs and expenses, consultant fees, and attorneys’ fees.

7. Asbestos Personal Injury Trust Indemnity Obligations

The Asbestos Personal Injury Trust shall have the indemnification obligations set forth in the Asbestos Personal Injury Trust Agreement, the full terms and conditions of which are incorporated in the Plan by reference, including those described below.

(a) OC and the Reorganized Debtors shall be entitled to indemnification from the Asbestos Personal Injury Trust for any expenses, costs, and fees (including reasonable attorneys’ fees and costs, but excluding any such expenses, costs and fees incurred prior to the Effective Date), judgments, settlements, or other liabilities arising from or

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incurred in connection with any action based upon, arising out of, or attributable to Asbestos Personal Injury Claims, including, but not limited to, indemnification or contribution for such claims prosecuted against the Reorganized Debtors.

(b) Section 10.7 of the Plan is an integral part of the Plan and is essential to its implementation. Each of the Reorganized Debtors, their Related Persons and any other Persons protected by the indemnifications and other provisions set forth in Section 10.7 of the Plan shall have the right to independently seek the enforcement of such indemnifications.

8. Authority of the Debtors

On the Confirmation Date, the Debtors shall be empowered and authorized to take or cause to be taken, prior to the Effective Date, all actions necessary to enable them to implement effectively the provisions of the Plan, the Confirmation Order and the Asbestos Personal Injury Trust Agreement.

I. CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN

1. Conditions to Confirmation

The Plan shall not be confirmed, and the Confirmation Order shall not be entered, until and unless the Confirmation Conditions set forth below have been satisfied or waived by the Plan Proponents. These Confirmation Conditions, which are designed to, inter alia, ensure that the Asbestos Personal Injury Permanent Channeling Injunction shall be effective, binding and enforceable, are as follows:

(a) the Bankruptcy Court shall have made the following findings of fact and/or conclusions of law, among others, each of which shall be contained in the Confirmation Order in form and substance acceptable to the Plan Proponents:

(i) The Asbestos Personal Injury Permanent Channeling Injunction is to be implemented in connection with the Asbestos Personal Injury Trust and the Plan.

(ii) At the time of the order for relief with respect to OC and Fibreboard, OC and Fibreboard had been named as defendants in personal injury, wrongful death or property damage actions seeking recovery for damages allegedly caused by the presence of, or exposure to, asbestos or asbestos-containing products.

(iii) The Asbestos Personal Injury Trust, as of the Effective Date, shall assume the liabilities of all of the OC Persons with respect to OC Asbestos Personal Injury Claims, and upon such assumption, the Reorganized Debtors, the OC Persons and each of their respective Related Persons (to the extent such Related Persons constitute Protected Parties) shall have no liability for any OC Asbestos Personal Injury Claims.

(iv) The Asbestos Personal Injury Trust, as of the Effective Date, shall assume the liabilities of all of the FB Persons with respect to FB Asbestos Personal

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Injury Claims, and, upon such assumption, the Reorganized Debtors, the FB Persons and each of their respective Related Persons (to the extent such Related Persons constitute Protected Parties) shall have no liability for any FB Asbestos Personal Injury Claims.

(v) The OC Sub-Account of the Asbestos Personal Injury Trust is to be funded in whole or in part with Cash, New OCD Common Stock, the OCD Insurance Escrow, the OC Asbestos Personal Injury Liability Insurance Assets, and certain payments due under the AIG Settlement Agreement and the Affiliated FM Settlement Agreement, and by the obligation of Reorganized OCD to make future payments, including dividends.

(vi) The FB Sub-Account is to be funded in whole or in part with the Existing Fibreboard Insurance Settlement Trust Assets, the Committed Claims Account, and the FB-Sub-Account Settlement Payment.

(vii) The Plan satisfies, among other things, Section 524(g)(2)(B)(i)(III) of the Bankruptcy Code.

(viii) In light of the benefits provided, or to be provided, to the Asbestos Personal Injury Trust on behalf of each Protected Party, the Asbestos Personal Injury Permanent Channeling Injunction is fair and equitable with respect to the persons that might subsequently assert Asbestos Personal Injury Claims against any Protected Party.

(ix) The Debtors are likely to be subject to substantial future Demands for payment arising out of the same or similar conduct or events that gave rise to (a) OC Asbestos Personal Injury Claims and (b) FB Asbestos Personal Injury Claims, respectively, that are addressed by the Asbestos Personal Injury Permanent Channeling Injunction.

(x) The actual amounts, numbers, and timing of such Demands cannot be determined.

(xi) Pursuit of such Demands outside the procedures prescribed by the Plan is likely to threaten the Plan’s purpose to deal equitably with Claims and Demands.

(xii) The terms of the Asbestos Personal Injury Permanent Channeling Injunction, including any provisions barring actions against the Protected Parties pursuant to Section 524(g)(4)(A), are set forth in conspicuous language in the Plan and in any disclosure statement supporting the Plan.

(xiii) The Plan establishes, in Classes A7 and B8, separate Classes of claimants whose Claims are to be addressed by the Asbestos Personal Injury Trust.

(xiv) Class A7 and Class B8 claimants have each voted, by at least 75 percent (75%) of those voting, in favor of the Plan.

(xv) Pursuant to court orders or otherwise, the Asbestos Personal Injury Trust shall operate through mechanisms such as structured, periodic or supplemental payments, pro rata distributions, matrices or periodic review of estimates of the

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numbers and values of present Claims and Demands, or other comparable mechanisms, that provide reasonable assurance that the Asbestos Personal Injury Trust will value, and be in a financial position to pay, present Claims and Demands that involve similar Claims in substantially the same manner.

(xvi) The Future Claimants’ Representative was appointed as part of the proceedings leading to the issuance of the Asbestos Personal Injury Permanent Channeling Injunction for the purpose of protecting the rights of persons that might subsequently assert Demands of the kind that are addressed in the Asbestos Personal Injury Permanent Channeling Injunction and channeled to and assumed by the Asbestos Personal Injury Trust. The Future Claimants’ Representative has in all respects fulfilled his duties, responsibilities, and obligations as the future representative in accordance with Section 524(g) of the Bankruptcy Code.

(xvii) Identifying or describing each Protected Party in the Asbestos Personal Injury Permanent Channeling Injunction is fair and equitable with respect to persons that might subsequently assert Demands against each such Protected Party, in light of the benefits provided, or to be provided, to the Asbestos Personal Injury Trust by or on behalf of any such Protected Party.

(xviii) The Plan complies in all respects with Section 524(g) of the Bankruptcy Code.

(xix) The Asbestos Personal Injury Trust is to use its assets and income to pay Asbestos Personal Injury Claims.

(xx) The Plan and its exhibits constitute a fair, equitable, and reasonable resolution of the liabilities of the Debtors for Asbestos Personal Injury Claims.

(xxi) The confirmation and consummation of the Plan, including the discharge of the Debtors pursuant to the Plan shall not provide the insurers a defense to liability for insurance coverage based upon the alleged elimination of the liability of the insured(s).

(xxii) The confirmation and consummation of the Plan, including the discharge of the Debtors pursuant to the Plan and the issuance of Asbestos Personal Injury Permanent Channeling Injunction, shall not provide the insurers a defense to liability for insurance coverage based upon the alleged elimination of the liability of the insured(s).

(xxiii) The duties and obligations of the insurers that issued policies and their successors and assigns, or, with respect to any insolvent insurers, their liquidators and/or the state insurance guaranty funds that bear responsibility with respect to such rights under such policies which constitute the OC Asbestos Personal Injury Liability Insurance Assets are not eliminated or diminished by (i) the discharge, release and extinguishment of all the liabilities of the Debtors or Reorganized Debtors pursuant to the Plan in respect to the OC Asbestos Personal Injury Claims; (ii) the assumption of liability for the OC Asbestos Personal Injury Claims by the Asbestos Personal Injury Trust; or (iii) the transfer pursuant to the Plan of the such rights to the OC Asbestos Personal Injury Liability Insurance Assets as OC may have.

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(xxiv) All insurers of the Debtors affording insurance coverage that is the subject of the OC Asbestos Personal Injury Insurance Assets have been given notice and an opportunity to be heard on matters relating to the Plan and its Exhibits.

(xxv) The injunctive protections afforded by the Plan to the insurance-related entities referenced in Section 1.243(vii) through (xiii) of the Plan satisfy the conditions set forth in the referenced settlement agreements for the release of escrowed funds and payments to the Asbestos Personal Injury Trust as directed in the Plan, and the Asbestos Personal Injury Trust shall not attempt to interfere with or circumvent those injunctive protections.

(xxvi) The Asbestos Personal Injury Permanent Channeling Injunction and each of the other injunctions set forth in Sections 5.16 and 5.17 of the Plan are essential to the Plan and the Debtors’ reorganization efforts.

(xxvii) OCD’s entry into the Collar Agreements, the assignment of OCD’s rights and obligations, subject to the exceptions set forth herein, under the Collar Agreements to the Asbestos Personal Injury Trust and any exercise of the Put Options and the Call Options and consummation of the transactions contemplated by such exercise by the Asbestos Personal Injury Trust is and shall be exempt from, or otherwise does not and shall not violate, any corporate policy or other rules or regulations of OCD or Reorganized OCD (as applicable) that may be applicable to the Asbestos Personal Injury Trust, including, without limitation, Reorganized OCD’s window period policy.

(b) If and to the extent requested by the Debtors, the Court shall have approved the allocation of the Total Enterprise Value among the individual Debtors on a stand alone basis as of the Effective Date, a preliminary allocation of which is set forth in Appendix I which is appended to this Disclosure Statement.

(c) If and to the extent requested by the Debtors, the Court shall have approved the allocation of Available Cash among the various Debtors as of the Effective Date, a preliminary allocation of which is set forth in Appendix I which is appended to this Disclosure Statement.

(d) If and to the extent requested by the Debtors, the Court shall have approved the estimates set forth on Schedule XII of the Plan, including, without limitation, the Bank Default Interest and Fee Amount, the Combined OCD Distribution Package and the Exit Financing Amount.

(e) In the event that Class A5, Class A6-A or Class A6-B rejects the Plan, the Court shall have estimated, for Plan voting and confirmation purposes, the amount that would be distributable to the OC Sub-Account on account of the Integrex Asbestos Personal Injury Claims (if any).

(f) The Court shall have allowed all material Intercompany Claims and Subordinated Claims or otherwise adjudicated any objections to the allowance of such Claims.

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(g) The Court shall have resolved all material issues concerning contractual and equitable subordination claims, in the absence of agreements regarding such claims.

(h) The Court shall have determined that all Avoidance Actions and causes of action relating to successor liability and piercing the corporate veil shall be released, waived and dismissed with prejudice as of, and subject to the occurrence of, the Effective Date, other than such actions which are specifically preserved under the Plan with the agreement of the Plan Proponents.

(i) The Plan and the exhibits and schedules thereto shall in all material respects be in form and substance reasonably satisfactory to the Plan Proponents.

(j) Each of the Ad Hoc Bondholders’ Committee, the Official Representatives, and the Ad Hoc Equity Holders’ Committee shall have dismissed with prejudice the pending appeal of the OCD Asbestos Personal Injury Estimation Order.

(k) The Ad Hoc Equity Holders’ Committee shall have dismissed with prejudice all of its pending appeals before the District Court.

(l) The Rights Offering shall have been consummated and the aggregate Rights Offering Purchase Price Proceeds of the subscribing holders of Eligible Class A5 Claims, Class A6-A Claims and Class A6-B Claims pursuant to the Rights Offering shall have been deposited in the Rights Offering Account in accordance with the terms of the Subscription Documents.

2. Conditions to Effective Date

The following are conditions precedent to the occurrence of the Effective Date, each of which may be satisfied or waived in accordance with Section 12.3 of the Plan:

(a) The Confirmation Order shall have been entered, shall have become a Final Order, and shall be in form and substance reasonably satisfactory to the Plan Proponents and the Investor (solely for purposes of and in accordance with the Equity Commitment Agreement, and provided that the Equity Commitment Agreement shall not have been terminated).

(b) The Asbestos Personal Injury Permanent Channeling Injunction shall be in full force and effect.

(c) The rights of any and all members of Classes A4, A5, A6-A and A6-B to pursue, and receive any benefits of, from or under, the pending appeal of the OCD Asbestos Personal Injury Estimation Order shall be deemed to have been irrevocably waived and released under the Plan and Confirmation Order to the fullest extent permissible under applicable law, unless the Plan Proponents shall have determined, in their sole discretion, that the appeal of the OCD Asbestos Personal Injury Estimation Order shall be effectively mooted by the distribution of property under the Plan and all other relevant facts and circumstances.

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(d) CSFB shall have dismissed with prejudice the pending appeal of the OCD Asbestos Personal Injury Estimation Order.

(e) The Official Representatives shall have dismissed with prejudice the adversary proceeding captioned The Official Representatives of the Bondholders and Trade Creditors of Debtors Owens Corning, et al. v. Credit Suisse First Boston, individually and in its capacity as Agent, et al. and IPM, Inc. et al., Adv. Proc. No. 06-50122 (JKF) and any and all claims related to or in connection with that certain Motion of the Official Representatives of the Bondholders and Trade Creditors of the Debtors (i) to Amend Prior Motion to Seek (a) Authority to Prosecute Existing Claims and Commence Others on Behalf of the Debtors’ Estates, and (b) Leave to File a Complaint in the Amended Form Annexed, and (ii) For an Order Pursuant to 11 U.S.C. § 362(d) Modifying the Automatic Stay to the Extent Necessary to Permit the Prosecution of the Claims Asserted in the Proposed Complaint, which was filed by the Official Representatives on January 20, 2006.

(f) All agreements or other instruments which are exhibits to the Plan shall be in form and substance reasonably acceptable to the Plan Proponents and shall have been executed and delivered.

(g) All actions, documents and agreements necessary to implement the Plan shall have been effected or executed.

(h) The Asbestos Personal Injury Trustees shall have accepted their appointment as Asbestos Personal Injury Trustees and shall have executed the Asbestos Personal Injury Trust Agreement.

(i) The individuals designated to serve as members of the TAC shall have accepted their appointment as TAC members.

(j) The Future Claimants’ Representative shall have agreed to continue to serve in such capacity following the Confirmation Date.

(k) The Reorganized Debtors shall have received either an opinion of counsel or a private letter ruling issued by the IRS relating to the tax status of the Asbestos Personal Injury Trust as a “qualified settlement fund,” in either case in a form that is reasonably satisfactory to the Plan Proponents.

(l) The Reorganized Debtors shall have entered into and shall have credit availability under the Exit Facility in an amount sufficient to meet the needs of Reorganized Debtors, as determined by the Plan Proponents.

(m) Each of the Exhibits shall be in form and substance acceptable to the Plan Proponents.

(n) The Existing Fibreboard Insurance Settlement Trust Assets shall have been irrevocably assigned and transferred prior to the Effective Date to the Asbestos Personal Injury Trust, for allocation to the FB Sub-Account, or the Reorganized Debtors or the trustees of the Fibreboard Settlement Trust, as the case may be, shall have agreed to treat the Existing Fibreboard Insurance Settlement Trust Assets in accordance with Section 10.5 of the Plan.

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(o) The Reorganized Debtors shall have established tail-coverage insurance for the benefit of the Debtors’ directors, officers and employees, in accordance with Section 7.5(b) of the Plan.

(p) The New OCD Common Stock shall have been approved for public quotation, trading or listing on any of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market (or their respective successors on or prior to the Effective Date).

(q) The Rights Offering shall have been fully consummated and the Rights Offering Purchase Price Proceeds shall have been fully funded and deposited in the Rights Offering Account and, in the event that the Rights Offering Account is held by an entity other than OCD (or any of its Affiliates), then the Purchase Price Proceeds shall have been remitted to OCD, in either case in accordance with the terms of the Rights Offering Documents.

(r) The Investor shall have purchased in Cash all of the Unsubscribed Shares in accordance with the Equity Commitment Agreement.

(s) The Collar Agreements and the Investor Registration Rights Agreement shall have been approved by the Bankruptcy Court pursuant to the Confirmation Order or otherwise, and the Trust Registration Rights Agreement shall have been executed and delivered by the parties thereto and approved by the Bankruptcy Court pursuant to the Confirmation Order or otherwise.

(t) OCD shall have assigned the Collar Agreements to the Asbestos Personal Injury Trust pursuant to the terms and conditions of the Collar Agreements.

(u) If and solely to the extent that a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 is required for the Asbestos Personal Injury Trust to receive the Reserved New OCD Shares, then such filing shall have been made, OCD shall have paid the fees and expenses associated with such filing and any applicable waiting period under such Act shall have expired.

3. Waiver of Conditions

Notwithstanding anything contained in Section 12.2 of the Plan, the Plan Proponents hereby reserve, in their sole discretion, the right to waive in writing the occurrence of any of the foregoing conditions precedent to the Effective Date or to modify any of such conditions precedent; provided, however, that waiver or modification of the conditions precedent set forth in Sections 12.2(a) and 12.2(q) of the Plan shall also require the written consent of the Investor. Any such written waiver of a condition precedent set forth in this section may be effected at any time by the Plan Proponents (and the Investor, as may be applicable) without notice, without leave or order of the Bankruptcy Court, and without any formal action other than proceeding to consummate the Plan. Any actions required to be taken on the Effective Date shall take place and shall be deemed to have occurred simultaneously, and no such action shall be

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deemed to have occurred prior to the taking of any other such action. If the Plan Proponents (and the Investor, as may be applicable) decide that one of the foregoing conditions cannot be satisfied, and the occurrence of such condition is not waived in the manner set forth above, then the Plan Proponents shall file a notice of the failure of the Effective Date with the Bankruptcy Court, at which time the Plan and the Confirmation Order shall be deemed null and void.

J. RETENTION OF JURISDICTION

1. Exclusive Jurisdiction of the Bankruptcy Court and District Court

Pursuant to Sections 105(a) and 1142 of the Bankruptcy Code, and notwithstanding entry of the Confirmation Order and occurrence of the Effective Date, the District Court, together with the Bankruptcy Court to the extent of any reference made to it by the District Court and the Reference Order, shall, and shall be deemed to, retain exclusive jurisdiction, to the fullest extent permissible, over any and all matters arising out of, under or related to, the Chapter 11 Cases or the Plan, including, without limitation, jurisdiction to:

(a) interpret, enforce, and administer the terms of the Asbestos Personal Injury Trust Agreement (including all annexes and exhibits thereto);

(b) allow, disallow, determine, liquidate, classify, estimate or establish the priority or secured or unsecured status of any Claim (other than an Asbestos Personal Injury Claim) or Interest not otherwise Allowed under the Plan, including the resolution of any request for payment of any Administrative Claim and the resolution of any objections to the allowance or priority of Claims or Interests;

(c) hear and determine all applications for compensation and reimbursement of expenses of professionals under the Plan or under Sections 330, 331, 503(b), 1103 and 1129(a)(4) of the Bankruptcy Code; provided, however, that from and after the Effective Date, the payment of the fees and expenses of the retained professionals of the Reorganized Debtors shall be made in the ordinary course of business and shall not be subject to the approval of the Bankruptcy Court;

(d) hear and determine all matters with respect to the assumption or rejection of any executory contract or unexpired lease to which a Debtor is a party or with respect to which a Debtor may be liable, including, if necessary, the nature or amount of any required Cure or the liquidation or allowance of any Claims arising therefrom;

(e) effectuate performance of and payments under the provisions in the Plan;

(f) hear and determine all matters with respect to the performance by the Disbursing Agent and the Asbestos Personal Injury Trust (to the extent provided in the Asbestos Personal Injury Trust Agreement) of their respective obligations to make distributions under the Plan;

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(g) hear and determine any and all adversary proceedings, motions, applications, and contested or litigated matters arising out of, under, or related to, the Chapter 11 Cases, other than the Released Actions;

(h) enter such orders as may be necessary or appropriate to execute, implement, or consummate the provisions in the Plan and all contracts, instruments, releases, and other agreements or documents created in connection with the Plan, the Disclosure Statement or the Confirmation Order;

(i) hear and determine disputes arising in connection with the interpretation, implementation, consummation, or enforcement of the Plan, including disputes arising under agreements, documents or instruments executed in connection with the Plan;

(j) consider any modifications of the Plan, in accordance with Section 1127(b) of the Bankruptcy Code, cure any defect or omission, or reconcile any inconsistency in any order of the Bankruptcy Court, including, without limitation, the Confirmation Order;

(k) hear and determine all disputes arising under or in connection with settlement agreements approved by the Bankruptcy Court, except to the extent that such agreements expressly provide otherwise;

(l) issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any entity with implementation, consummation, or enforcement of the Plan or the Confirmation Order;

(m) enter and implement such orders as may be necessary or appropriate if the Confirmation Order is for any reason reversed, stayed, revoked, modified or vacated;

(n) hear and determine any matters arising in connection with or relating to the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release or other agreement or document created in connection with the Plan, the Disclosure Statement or the Confirmation Order;

(o) enforce all orders, judgments, discharges, injunctions, releases, exculpations, indemnifications and rulings entered in connection with the Chapter 11 Cases, including, without limitation, those set forth in Sections 5.5, 5.16, 5.17, 7.5, 10.7, 11.6, and 14.9 of the Plan;

(p) hear and determine any matters related to the Asbestos Personal Injury Trust’s indemnification obligations under Section 10.7 of the Plan (subject to the terms and conditions of the Asbestos Personal Injury Trust Agreement);

(q) except as otherwise limited in the Plan, recover all assets of the Debtors and property of the Debtors’ Estates, wherever located;

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(r) hear and determine all questions and disputes regarding title to the assets of the Debtors, their Estates, or the Asbestos Personal Injury Trust.

(s) hear and determine matters concerning state, local and federal taxes in accordance with Sections 346, 505 and 1146 of the Bankruptcy Code;

(t) hear and determine all disputes involving the existence, nature or scope of the Debtors’ discharge;

(u) hear and determine such other matters as may be provided in or that may arise in connection with the Plan, Confirmation Order, the Claims Trading Injunction, the Asbestos Personal Injury Permanent Channeling Injunction, and each of the other injunctions set forth in Sections 5.16 and 5.17 of the Plan, or as may be authorized under, or not inconsistent with, provisions of the Bankruptcy Code;

(v) enter a final decree closing the Chapter 11 Cases;

(w) hear and determine all objections to the termination of the Asbestos Personal Injury Trust;

(x) hear and determine all questions and disputes arising out of or relating to the Plan Support Agreement, or any of the transactions contemplated thereby; and

(y) hear and determine all questions and disputes arising out of or relating to any of the Rights Offering Documents (including, without limitation, any of the Subscription Documents), the Trust Registration Rights Agreement or Collar Agreements, or any of the transactions contemplated thereby; provided, however, that, from and after the Effective Date, the jurisdiction of the District Court and the Bankruptcy Court (to the extent applicable) shall be non-exclusive with respect to the dispute set forth in Section 13.1(y) of the Plan.

2. Continued Reference to the Bankruptcy Court

Notwithstanding entry of the Confirmation Order and/or the occurrence of the Effective Date, the reference to the Bankruptcy Court pursuant to the Reference Order shall continue, but subject to any modifications or withdrawals of the reference specified in the Confirmation Order, Reference Order, Case Management Order or other Order of the District Court; provided, however, that nothing in the Plan, the Reference Order or other Order shall, or shall be deemed to, affect the procedures established pursuant to the Asbestos Personal Injury Trust Agreement and the Asbestos Personal Injury Trust Distribution Procedures.

K. MISCELLANEOUS PROVISIONS

1. Professional Fee Claims

All final requests for compensation or reimbursement of the fees of any professional employed in the Chapter 11 Cases pursuant to Section 327 or 1103 of the Bankruptcy Code or otherwise, including the professionals seeking compensation or reimbursement of costs and expenses relating to services performed after the Petition Date and

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prior to and including the Effective Date in connection with the Chapter 11 Cases, pursuant to Sections 327, 328, 330, 331, 503(b) or 1103 of the Bankruptcy Code for services rendered to the Debtors, the Unsecured Creditors’ Committee, the Asbestos Claimants’ Committee, the Future Claimants’ Representative, the advisors to the Bank Holders’ sub-committee and the advisors to the Bondholders’ and trade creditors’ sub-committee prior to the Effective Date and Claims for making a substantial contribution under Section 503(b)(4) of the Bankruptcy Code must be filed and served on the Reorganized Debtors and their counsel not later than sixty (60) days after the Effective Date, unless otherwise ordered by the Bankruptcy Court. Objections to applications of such professionals or other entities for compensation or reimbursement of expenses must be filed and served on the Reorganized Debtors and their counsel and the requesting professional or other entity not later than twenty (20) days after the date on which the applicable application for compensation or reimbursement was served; provided, however, that, in lieu of such twenty (20) day objection deadline, the following protocol shall apply to the fee auditor appointed in these Chapter 11 Cases:

(a) if the fee auditor has any questions for any applicant, the fee auditor may communicate such questions in writing to the applicant in an initial report, within forty-five (45) days after the date on which the applicable application for compensation or reimbursement was served on the fee auditor;

(b) any applicant who receives such an initial report and wishes to respond thereto shall respond within fifteen (15) days after the date of the initial report and shall serve upon the fee auditor via e-mail a response in an electronic format such as Microsoft Word, WordPerfect, or Excel, but not Adobe Acrobat;

(c) within seventy-five (75) days after the date on which the applicable application for compensation or reimbursement was served on the fee auditor, the fee auditor shall file with the Court a final report with respect to each such application for compensation or reimbursement; and

(d) within fifteen (15) days after the date of the final report, the subject applicant may file with the Court a response to such final report.

Nothing herein shall be construed as limiting the right of the United States Trustee to be heard under Section 307 or 502(a) of the Bankruptcy Code with regard to any Professional Fee Claims or other similar claims or requests for payment of administrative expenses.

2. Administrative Claims Bar Date

All requests for payment of an Administrative Claim (other than as set forth in Sections 3.1 and 14.1 of the Plan) must be filed with the Bankruptcy Court and served on counsel for the Debtors not later than forty-five (45) days after the Effective Date. Unless the Debtors object to an Administrative Claim within forty-five (45) days after receipt, such Administrative Claim shall be deemed Allowed in the amount requested. In the event that the Debtors object to an Administrative Claim, the Bankruptcy Court shall determine the Allowed amount of such Administrative Claim. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be filed with respect to an Administrative Claim which is paid or payable by a Debtor in the ordinary course of business.

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3. Payment of Statutory Fees

All fees payable pursuant to Section 1930 of title 28 of the United States Code, as determined by the Bankruptcy Court at the Confirmation Hearing, shall be paid on or before the Effective Date. After the Effective Date, the Reorganized Debtors shall pay all required fees pursuant to Section 1930 of title 28 of the United States Code or any other statutory requirement and comply with all statutory reporting requirements.

4. Modifications and Amendments

The Plan Proponents may alter, amend or modify the Plan or any exhibits or schedules thereto under Section 1127(a) of the Bankruptcy Code at any time prior to the Confirmation Date. After the Confirmation Date and prior to substantial consummation of the Plan, as defined in Section 1101(2) of the Bankruptcy Code, the Plan Proponents may, under Section 1127(b) of the Bankruptcy Code, institute proceedings in the Bankruptcy Court to remedy any defect or omission or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, and to seek approval of such matters as may be necessary to carry out the purposes and effects of the Plan so long as such proceedings do not materially adversely affect the treatment of holders of Claims under the Plan; provided, however, that prior notice of such proceedings shall be served in accordance with the Bankruptcy Rules or order of the Bankruptcy Court.

5. Severability of Plan Provisions

If, prior to the Confirmation Date, any term or provision in the Plan is held by the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court, at the request of the Plan Proponents, shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions in the Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision in the Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms.

6. Successors and Assigns

The rights, benefits and obligations of any Person named or referred to in the Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor, trustee or assign of such Person.

7. Compromises and Settlements

Pursuant to Federal Rule of Bankruptcy Procedure 9019(a), the Debtors may compromise and settle various Claims (other than Asbestos Personal Injury Claims) against them and/or claims that they may have against other Persons. The Debtors shall have the right (with Bankruptcy Court approval, following appropriate notice and opportunity for a hearing) to

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compromise and settle Claims against them and claims that they may have against other Persons up to and including the Effective Date. After the Effective Date, such right shall pass to the Reorganized Debtors pursuant to the provisions of Article V of the Plan.

8. Corrective Action

The Debtors are authorized to take such actions as necessary and appropriate to carry out the Plan, including the correction of mistakes or other inadvertent action. In making distributions or transfers under the Plan, the Debtors may seek return of transfers to the extent of any errors, notwithstanding that the transfer is otherwise irrevocable under the Plan.

9. Discharge of the Debtors

(a) Except as otherwise provided in the Plan or in the Confirmation Order, all consideration distributed under the Plan and the treatment of the Claims thereunder shall be, and shall be deemed to be, in exchange for, and in complete satisfaction, settlement, discharge, and release of, all Claims or other obligations, suits, judgments, damages, debts, rights, remedies, causes of action or liabilities (other than Demands), or Interests or other rights of an equity security holder, relating to any of the Debtors or the Reorganized Debtors or their respective Estates, and regardless of whether any property will have been distributed or retained pursuant to the Plan on account of such Claims or other obligations, suits, judgments, damages, debts, rights, remedies, causes of action or liabilities (other than Demands), or Interests or other rights of an equity security holder, and upon the Effective Date, the Debtors and the Reorganized Debtors shall (i) be deemed discharged under Section 1141(d)(1)(A) of the Bankruptcy Code and released from any and all Claims or other obligations, suits, judgments, damages, debts, rights, remedies, causes of action or liabilities or Interests or other rights of an equity security holder of any nature whatsoever, including, without limitation, liabilities that arose before the Confirmation Date, and all debts of the kind specified in Sections 502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not (a) a Proof of Claim based upon such debt is filed or deemed filed under Section 501 of the Bankruptcy Code, (b) a Claim based upon such debt is Allowed under Section 502 of the Bankruptcy Code, or (c) the holder of a Claim based upon such debt voted to accept the Plan and (ii) terminate all rights and interests of holders of OCD Interests and the Integrex Interests; provided, however, that the discharge provided in respect of the Bank Holders’ Claims pursuant to clause (i) above shall become effective immediately upon the Debtors’ delivery of the Initial Bank Holders’ Distribution.

(b) As of the Confirmation Date, except as otherwise provided in the Plan or in the Confirmation Order, all Persons shall be precluded from asserting against each of the Debtors, the Reorganized Debtors and their respective Related Persons any other or further Claims or other obligations, suits, judgments, damages, debts, Demands, rights, remedies, causes of action or liabilities or Interests or other rights of an equity security holder relating to any of the Debtors or the Reorganized Debtors or their respective Estates based upon any act, omission, transaction or other activity of any nature that occurred prior to the Confirmation Date; provided, however, that the foregoing shall apply to the Bank Holders immediately upon the Debtors’ delivery of the Initial Bank Holders’ Distribution. In accordance with the foregoing, except as otherwise provided in the Plan or in the Confirmation Order, the Confirmation Order shall be a judicial determination of discharge of all such Claims or other obligations, suits, judgments,

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damages, debts, rights, remedies, causes of action or liabilities (other than Demands) or Interests or other rights of an equity security holder against the Debtors or the Reorganized Debtors or their respective Estates and termination of all OCD Interests and Integrex Interests, pursuant to Sections 524 and 1141 of the Bankruptcy Code, and such discharge shall void any judgment obtained against any of the Debtors or the Reorganized Debtors or their respective Estates at any time, to the extent that such judgment relates to a discharged Claim or terminated OCD Interest or Integrex Interest.

(c) Pursuant to 11 U.S.C. § 1141(d)(1), the Debtors and the Internal Revenue Service agree that the confirmation of the Plan does not discharge any liabilities to the Internal Revenue Service that may be due from any of the Debtors after the Petition Date and prior to the Confirmation Date. Should any such tax liabilities be determined by the Internal Revenue Service to be due from any of the Debtors, such liabilities shall be determined administratively or in a judicial forum in the manner in which such liabilities would have been resolved had the Chapter 11 Cases not been commenced. Any resulting liabilities shall be paid as if the Chapter 11 Cases had not been commenced.

(d) The foregoing discharge, release and injunction is an integral part of the Plan and is essential to its implementation. Each of the Debtors and the Reorganized Debtors shall have the right to independently seek the enforcement of the discharge, release and injunction set forth in Section 14.9 of the Plan.

10. Non-Binding Effect of Estimation of Asbestos Personal Injury Claims in the Chapter 11 Cases on Certain OCD Insurers

(a) The estimation of the OC Asbestos Personal Injury Claims as set forth in the OCD Asbestos Personal Injury Estimation Order shall not be binding on, and shall have no collateral estoppel effect on, the Non-Participating Insurers and Century Indemnity regarding the insurance coverage obligations of the Non-Participating Insurers and Century Indemnity (or any of them) in any coverage dispute or coverage litigation. In addition, the estimation set forth in the OCD Asbestos Personal Injury Estimation Order shall not be offered into evidence or cited or argued to a jury (or other trier of fact in an alternative dispute resolution pursuant to the Wellington Agreement) by any of the Debtors, the Asbestos Claimants’ Committee, the Future Claimants’ Representatives or the Asbestos Personal Injury Trust in any coverage litigation, alternative dispute resolution, or other coverage proceeding with the Non-Participating Insurers or Century Indemnity. Further, none of the Debtors, the Asbestos Claimants’ Committee, the Future Claimants’ Representatives or the Asbestos Personal Injury Trust, nor any entities created pursuant to the Plan may argue or assert, in any court proceeding (or alternative dispute resolution pursuant to the Wellington Agreement) involving the Non-Participating Insurers or Century Indemnity an issues related to insurance coverage, that any findings or conclusions contained in the OCD Asbestos Personal Injury Estimation Order or referenced in any decision, order, finding, conclusion or judgment of the Bankruptcy Court or the District Court (including the Confirmation Order) constitutes a judgment, adjudication, final order, settlement, or finding of liability binding upon any Debtor for any purpose concerning insurance coverage under any policies issued by the Non-Participating Insurers or Century Indemnity for any Asbestos Personal Injury Claims. The District Court’s findings in the OCD Asbestos Personal Injury Estimation Order, with respect to the Non-Participating Insurers or Century Indemnity, shall apply only to Plan confirmation issues and not to issues of insurance coverage.

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(b) The provisions set forth in Section 14.10(a) of the Plan shall not apply in favor of any specific Non-Participating Insurer or Century Indemnity that argues in a coverage proceeding that a negative inference should be drawn from the failure of the Debtors, the Asbestos Claimants’ Committee, the Future Claimants’ Representatives or the Asbestos Personal Injury Trust to offer into evidence or to cite to a jury (or other trier of fact in an alternative dispute resolution pursuant to the Wellington Agreement) or argue to a jury (or other trier of fact in an alternative dispute resolution pursuant to the Wellington Agreement) an estimation decision from the Chapter 11 Cases.

11. Special Provisions for Warranty Claims, Distributorship Indemnification Claims and Product Coupon Claims and Mira Vista Claims

(a) The Debtors (or, as the case may be, the Reorganized Debtors) shall have the right after the Confirmation Date to fulfill any pre-Petition Date and pre-Confirmation Date warranty claims based on the Debtors’ (or, as the case may be, the Reorganized Debtors’) business judgment notwithstanding discharge of the Claims and release of the Debtors pursuant to the Bankruptcy Code and the Plan; provided, however, that neither the Debtors nor the Reorganized Debtors shall assume (or shall be deemed to have assumed) any warranty or other obligations, responsibilities, or liabilities relating to underground storage tanks.

(b) The Debtors (or as the case may be the Reorganized Debtors) shall have the right after the Confirmation Date to fulfill any pre-Petition Date product coupons issued in settlement of asbestos property damage actions based on the Debtors’ (or, as the case may be, the Reorganized Debtors’) business judgment notwithstanding discharge of the Claims and release of the Debtors pursuant to the Bankruptcy Code and the Plan.

(c) The Debtors shall have the right after the Confirmation Date to fulfill any pre-Petition Date and pre-Confirmation Date distributorship indemnification claims that are not Asbestos Personal Injury Claims based on the Debtors’ business judgment notwithstanding discharge of the Claims and release of the Debtors pursuant to the Bankruptcy Code and the Plan.

(d) If the MiraVista Class Action Settlement Agreement is approved by the Bankruptcy Court and/or the District Court (as appropriate) and becomes effective, then the MiraVista Claims shall be resolved in accordance with the provisions of the MiraVista Class Action Settlement Agreement and any court orders or judgments relating thereto, notwithstanding any provision to the contrary in the Plan or the Confirmation Order. If the MiraVista Class Action Settlement Agreement is not approved by the Bankruptcy Court and/or the District Court (as appropriate) or otherwise does not become effective, then the MiraVista Claims shall receive the same treatment under the Plan as they would have received in the absence of the MiraVista Class Action Settlement Agreement.

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12. Miscellaneous Settlement Agreements

(a) Notwithstanding any provision to the contrary in the Plan or Confirmation Order, the provisions of the Environmental Settlement Agreement shall govern matters covered by such settlement.

(b) Notwithstanding any provision to the contrary in the Plan or Confirmation Order, the provisions of the OCFBV Settlement Agreement shall govern matters covered by such settlement.

13. Committees and Future Claimants’ Representative

(a) Committees

On the Effective Date, each of the Unsecured Creditors’ Committee and the Asbestos Claimants’ Committee shall dissolve, and its respective members shall be released and discharged from all duties and obligations arising from or related to the Chapter 11 Cases, except for the purpose of completing any matters, including, without limitation, litigation or negotiations, pending as of the Effective Date. The professionals retained by each of the Unsecured Creditors’ Committee and the Asbestos Claimants’ Committee and the respective members thereof shall not be entitled to compensation or reimbursement of expenses for any services rendered after the Effective Date, except (i) as authorized in the preceding sentence or (ii) to the extent such services are rendered in connection with the hearing on final allowances of compensation pursuant to Section 330 of the Bankruptcy Code.

(b) Future Claimants’ Representative

On the Effective Date, the existence of the Future Claimants’ Representative and his rights to ongoing reimbursement of expenses and the rights of his professionals to ongoing compensation and reimbursement of expenses shall continue after the Effective Date only for (i) the purposes set forth in the Asbestos Personal Injury Trust Agreement and the annexes thereto, (ii) the purposes of completing any matters, including, without limitation, litigation or negotiations, pending as of the Effective Date, and shall otherwise terminate on the Effective Date and (iii) services rendered in connection with the hearing on final allowances of compensation pursuant to Section 330 of the Bankruptcy Code. The compensation and reimbursement of expenses described in clause (i) of the immediately preceding sentence shall be paid the Asbestos Personal Injury Trust, and the compensation and reimbursement of expenses described in clauses (ii) and (iii) of the immediately preceding sentence shall be paid by the Debtors’ estates.

14. Binding Effect

The Plan shall be binding upon and inure to the benefit of each of the Debtors and Reorganized Debtors and their respective Estates and each of their respective Related Persons and any Person claiming by or through them, and any Person that has held, currently holds or may hold a Claim or other obligation, suit, judgment, damages, Demand, debt, right, remedy, cause of action or liability or Interest or any right of an equity security holder, against or in the Debtors whether or not such Person will receive or retain any property or interest in property under the Plan and each of their respective successors and assigns; in each case, including, without limitation, all parties-in-interest in the Chapter 11 Cases.

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15. Revocation, Withdrawal, or Non-Consummation

The Plan Proponents reserve the right to revoke or withdraw the Plan at any time prior to the Confirmation Date and to file subsequent or further amended plans of reorganization. If the Plan Proponents revoke or withdraw the Plan, or if confirmation or consummation of the Plan does not occur, then (i) the Plan shall be null and void in all respects, (ii) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain any Claim or Class of Claims), assumption or rejection of executory contracts or leases effected by the Plan, and any document or agreement executed pursuant to the Plan shall be deemed null and void, and (iii) nothing contained in the Plan and no acts taken in preparation for consummation of the Plan, shall (a) constitute or be deemed to constitute a waiver or release of any Claims by or against, or any Interests in, any Debtor or any other Person, (b) prejudice in any manner the rights of the Plan Proponents, any Debtor or any Person in any further proceedings involving a Debtor, or (c) constitute an admission of any sort by the Plan Proponents, any Debtor or any other Person.

16. Plan Exhibits

Any and all exhibits to the Plan or other lists or schedules not filed with the Plan shall be filed with the Clerk of the Bankruptcy Court at least ten (10) Business Days prior to the Objection Deadline, unless the Plan provides otherwise. Upon such filing, such documents may be inspected in the office of the Clerk of the Bankruptcy Court during normal court hours. Holders of Claims or Interests may obtain a copy of any such document upon written request to the Debtors in accordance with Section 14.17 of the Plan, or the Company may make such documents available on the Company’s website. The Plan Proponents explicitly reserve the right to modify or make additions to or subtractions from any schedule to the Plan and to modify any exhibit to the Plan prior to the Objection Deadline.

17. Term of Injunctions or Stays

Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions or stays provided for in the Chapter 11 Cases under Sections 105 or 362 of the Bankruptcy Code or otherwise, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order), shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.

18. Substantial Contribution

If Class A5 accepts the Plan, then, on or as soon as practicable after the Effective Date, the reasonable legal fees and expenses incurred by the Ad Hoc Bondholders’ Committee shall be reimbursed or otherwise paid by OCD (or, if applicable, Reorganized OCD), subject to approval by the Bankruptcy Court, in recognition of the Ad Hoc Bondholders’ Committee’s substantial contribution to the Debtors’ reorganization pursuant to 11 U.S.C. §§ 503(b)(3)(D) and 503(b)(4). If Classes A5, A6-A, A6-B, A7, A10, A11 and A12-A accept the

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Plan, then, on or as soon as practicable after the Effective Date, the reasonable professional fees and expenses incurred by the Ad Hoc Equity Holders’ Committee shall be reimbursed or otherwise paid by OCD (or, if applicable, Reorganized OCD), subject to approval by the Bankruptcy Court, in recognition of the Ad Hoc Equity Holders’ Committee’s substantial contribution to the Debtors’ reorganization pursuant to 11 U.S.C. §§ 503(b)(3)(D) and 503(b)(4).

VIII. THE ASBESTOS PERSONAL INJURY TRUST

The following summarizes the terms of the governing documents for the Asbestos Personal Injury Trust. These documents consist of the Asbestos Personal Injury Trust Agreement and the Asbestos Personal Injury Trust Distribution Procedures. The following is intended only to be a summary and is qualified in its entirety by reference to the full text of such documents. In the event of any inconsistency between the provisions of these documents and the summary contained in the Plan, the terms of such documents will control. Interested parties should therefore review the Asbestos Personal Injury Trust Agreement and the Asbestos Personal Injury Trust Distribution Procedures, copies of which are attached to the Plan as Exhibits D and D-1, respectively.

A. General Description of the Asbestos Personal Injury Trust

1. Purposes of the PI Trust

The Asbestos Personal Injury Trust will be established as a statutory trust under the laws of the State of Delaware pursuant to the Asbestos Personal Injury Trust Agreement. The purposes of the Asbestos Personal Injury Trust are: (a) to assume all liabilities of the Debtors, their successors in interest, and certain of their Affiliates with respect to OC and FB Asbestos Personal Injury Claims; (b) to use its assets and income to pay holders of valid OC and FB Asbestos Personal Injury Claims in accordance with the Asbestos Personal Injury Trust Distribution Procedures in such a way that such holders are treated fairly, equitably and reasonably in light of the limited assets available to satisfy such claims; and (c) to comply in all respects with the requirements for the Asbestos Personal Injury Trust that are described in section 524(g)(2)(B)(i) of the Bankruptcy Code.

2. The Trustees

The individuals who will serve as the initial Trustees of the Asbestos Personal Injury Trust will be identified, and a complete biography for each initial Trustee will be provided, to the Bankruptcy Court prior to the Confirmation Hearing. The Trustees will serve staggered initial terms of five (5), four (4) and three (3) years from the effective date of the Asbestos Personal Injury Trust Agreement. Thereafter each Trustee will serve a five-year term.

Each Trustee will serve until the end of the Trustee’s term, his or her death, resignation or removal, or the termination of the Asbestos Personal Injury Trust. Any Trustee may be removed by the unanimous vote of the remaining Trustees and with the approval of the Bankruptcy Court, in the event he or she becomes unable to discharge his or her duties due to accident or physical or mental deterioration, or for good cause, including any substantial failure to comply with the general administration provisions of the Asbestos Personal Injury Trust Agreement. In the event of a vacancy in a Trustee position, the remaining Trustees will

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consult with the Trust Advisory Committee and the Future Claimants’ Representative concerning appointment of a successor Trustee. The vacancy will be filled by the unanimous vote of the remaining Trustees unless a majority of the Trust Advisory Committee or the Future Claimants’ Representative vetoes the appointment. In that event, the Bankruptcy Court will make the appointment.

The Trustees shall receive compensation from the PI Trust for their services as Trustees in the amount of $60,000.00 per annum, except that the Managing Trustee shall receive $75,000.00 per annum for his or her service. All Trustees shall also receive a per diem allowance for telephonic meetings or other Asbestos Personal Injury Trust business performed in the amount of $1,500.00 and a per diem allowance for in person meetings in the amount of $2,500.00. The Trustees shall also be reimbursed for out-of-pocket costs and expenses. The Trustees’ annual and per diem compensation will be reviewed every year and appropriately adjusted for changes in the cost of living. Any other changes in compensation shall be made subject to the approval of the Bankruptcy Court.

The Trustees may sit on the Board of Directors of the Reorganized Debtors, but they will not receive additional compensation for their service on such board over and above the compensation they receive as Trustees. The Trustees will receive from the Asbestos Personal Injury Trust, however, the same per diem allowance as the Reorganized Debtors pay their directors for attendance at meetings. Subject to a number of limitations set forth in the Asbestos Personal Injury Trust Agreement, the Trustees have the power to take any and all actions that are necessary to fulfill the purposes of the Asbestos Personal Injury Trust and need not obtain Bankruptcy Court approval to do so.

3. The Trust Advisory Committee

The Asbestos Personal Injury Trust Agreement provides for the establishment of a Trust Advisory Committee (“TAC”). The initial members of the TAC will be Matthew Bergman, Russell W. Budd, John D. Cooney, James Ferraro, Theodore Goldberg, Steven Kazan, Joseph F. Rice, Armand J. Volta, Jr. and Perry Weitz. Each member of the TAC will 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, (iv) his or her removal, or (v) the termination of the Asbestos Personal Injury Trust. Any TAC member may be removed by the remaining TAC members with the approval of the Bankruptcy Court in the event he or she becomes unable to discharge his or her duties due to accident or physical or mental deterioration, or for good cause, including any substantial failure to comply with the general administration provisions of the Asbestos Personal Injury Trust Agreement.

In the event of a vacancy caused by the resignation or death of a TAC member or the expiration of his or her term, the successor shall be pre-selected by such TAC member, or by his or her law firm in the event that such member has not pre-selected a successor. There is no limit on the number of terms a TAC member may serve. If neither the member nor the law firm exercises the right to make such a selection, the successor shall be chosen by a majority vote of the remaining TAC members. If a majority of the remaining members cannot agree, the Bankruptcy Court shall appoint the successor. In the event of a vacancy caused by the removal of a TAC member, the remaining members of the TAC by majority vote shall name the successor. If the majority of the remaining members of the TAC cannot reach agreement, the Bankruptcy Court shall appoint the successor.

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The Trustees are required to consult with the TAC on the appointment of successor Trustees, the general implementation and administration of the Asbestos Personal Injury Trust and the Asbestos Personal Injury Trust Distribution Procedures, and on various other matters required by the Asbestos Personal Injury Trust Agreement. The Trustees must also obtain the consent of a majority of TAC members on a variety of matters, including amendments to the Asbestos Personal Injury Trust Agreement and the Asbestos Personal Injury Trust Distribution Procedures, acquisition, merger or participation with other claims resolution facilities, and termination of the Asbestos Personal Injury Trust under certain conditions specified in the Asbestos Personal Injury Trust Agreement.

The members of the TAC will be entitled to receive compensation from the Asbestos Personal Injury 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 Asbestos Personal Injury Trust business. The members of the TAC will also be reimbursed promptly for all reasonable out-of-pocket costs and expenses incurred in connection with the performance of their duties hereunder.

4. The Future Claimants’ Representative

The Asbestos Personal Injury Trust Agreement provides for the appointment of a Future Claimants’ Representative, James J. McMonagle, Esq., who will serve in a fiduciary capacity, representing the interests of the holders of Demands against the Asbestos Personal Injury Trust for the purposes of protecting the rights of such persons.

The Future Claimants’ Representative will serve until his death, resignation or removal, or the termination of the Asbestos Personal Injury Trust. The Future Claimants’ Representative may resign at any time by written notice to the Trustees and may be removed by the Bankruptcy Court in the event he becomes unable to discharge his duties due to accident or physical or mental deterioration, or for good cause, including any substantial failure to comply with the general administration provisions of the Asbestos Personal Injury Trust Agreement.

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 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 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.

The Trustees are required to consult with the Future Claimants’ Representative on the appointment of successor Trustees, the general implementation and administration of the Asbestos Personal Injury Trust and the Asbestos Personal Injury Trust Distribution Procedures, and on various other matters required by the Asbestos Personal Injury Trust Agreement. The Trustees must also obtain the consent of the Future Claimants’

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Representative on a variety of matters, including amendments to the Asbestos Personal Injury Trust Agreement and the Asbestos Personal Injury Trust Distribution Procedures, acquisition, merger or participation with other claims resolution facilities, and termination of the Asbestos Personal Injury Trust under certain conditions specified in the Asbestos Personal Injury Trust Agreement.

The Future Claimants’ Representative will be entitled to receive compensation from the Asbestos Personal Injury Trust in the form of payment at the Future Claimants’ Representative’s normal hourly rate for services performed and will be reimbursed by the Asbestos Personal Injury Trust for all reasonable out-of-pocket costs and expenses incurred by the Future Claimants’ Representative in connection with the performance of his duties hereunder.

5. Transfer of Assets to the PI Trust

On the Effective Date and on the Final Distribution Date, or as soon thereafter as is practicable, the Asbestos Personal Injury Trust will receive the consideration described in Sections 3.3 and 3.4 of the Plan.

On the Effective Date, or as soon thereafter as is practicable, at the sole cost and expense of the Asbestos Personal Injury Trust and in accordance with written instructions provided to the Reorganized Debtors by the Asbestos Personal Injury Trust, the Reorganized Debtors will transfer and assign, and will use all commercially reasonable efforts to cause the trustee of the Fibreboard Insurance Settlement Trust to transfer and assign, to the Asbestos Personal Injury Trust all books and records of the Debtors and the Fibreboard Insurance Settlement Trust that pertain directly to Asbestos Personal Injury Claims that have been asserted against the Debtors and/or the Fibreboard Insurance Settlement Trust. The Debtors will request that the Bankruptcy Court, in the Confirmation Order, rule that such transfers shall not result in the invalidation or waiver of any applicable privileges pertaining to such books and records.

The Reorganized Debtors shall cooperate with the Asbestos Personal Injury Trust and use commercially reasonable efforts to take or cause to be taken all appropriate actions and to do or cause to be done all things necessary or appropriate to effectuate the transfer of the OC Asbestos Personal Injury Liability Insurance Assets to the Asbestos Personal Injury Trust for allocation to the OC Sub-Account. By way of enumeration and not of limitation, the Reorganized Debtors shall be obligated (i) to provide the Asbestos Personal Injury Trust with copies of insurance policies and settlement agreements included within or relating to the OC Asbestos Personal Injury Liability Insurance Assets; (ii) to provide the Asbestos Personal Injury Trust with information necessary or helpful to the Asbestos Personal Injury Trust in connection with its efforts to obtain insurance coverage for Asbestos Personal Injury Claims; (iii) to execute further assignments or allow the Asbestos Personal Injury Trust to pursue claims relating to the OC Asbestos Personal Injury Liability Insurance Assets in its name (subject to appropriate disclosure of the fact that the Asbestos Personal Injury Trust is doing so and the reasons why it is doing so), including by means of arbitration, alternative dispute resolution proceedings or litigation, to the extent necessary or helpful to the efforts of the Asbestos Personal Injury Trust to obtain insurance coverage under the OC Asbestos Personal Injury Liability Insurance Assets for

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Asbestos Personal Injury Claims; and (iv) to pursue and recover insurance coverage in its own name or right to the extent that the transfer and assignment of the OC Asbestos Personal Injury Liability Insurance Assets to the Asbestos Personal Injury Trust is not able to be fully effectuated. The Asbestos Personal Injury Trust shall be obligated to compensate Reorganized OCD for costs reasonably incurred in connection with providing assistance to the Asbestos Personal Injury Trust pursuant to the Plan, including, without limitation, out-of-pocket costs and expenses, consultant fees, and attorneys’ fees.

6. Establishment of the OC Sub-Account and the FB Sub-Account

On the Effective Date or as soon thereafter as is practicable, the Asbestos Personal Injury Trust will establish two Sub-Accounts, the OC Sub-Account and the FB Sub-Account, and will transfer to the OC Sub-Account the consideration described in Section 3.3(f)(iii) of the Plan, and will transfer to the FB Sub-Account the consideration described in Section 3.4(d)(iii) of the Plan.

All OC Asbestos Personal Injury Claims (which includes OC Indirect Asbestos Personal Injury Claims and Unpaid OC Resolved Asbestos Personal Injury Claims) and all OC Resolved Asbestos Personal Injury Claims shall be payable from the assets of the OC Sub-Account. All FB Asbestos Personal Injury Claims (which include FB Indirect Asbestos Personal Injury Claims and Unpaid FB Resolved Asbestos Personal Injury Claims) and all FB Resolved Asbestos Personal Injury Claims shall be payable from the assets of the FB Sub-Account. In all cases, such payments shall be made pursuant to the terms of the Asbestos Personal Injury Trust Distribution Procedures.

7. Asbestos Personal Injury Trust Termination Provisions

The Asbestos Personal Injury Trust is irrevocable, but will dissolve ninety (90) days after the first to occur of any of the following events:

• the Trustees decide to dissolve the Asbestos Personal Injury Trust because (a) they deem it unlikely that new asbestos claims will be filed against the Asbestos Personal Injury Trust, (b) all OC and FB Asbestos Personal Injury Claims duly filed with the Asbestos Personal Injury Trust have been liquidated and paid to the extent provided in the Asbestos Personal Injury Trust Agreement and the Asbestos Personal Injury Trust Distribution Procedures 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 Asbestos Personal Injury Trust; or

• 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

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and expenses of the Asbestos Personal Injury Trust in a manner consistent with this Asbestos Personal Injury Trust Agreement and the Asbestos Personal Injury Trust Distribution Procedures, the date on which the Bankruptcy Court enters an order approving such insurance and other arrangements and such order becomes a final order; or

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

On the dissolution date or as soon as reasonably practicable, after the wind-up of the Asbestos Personal Injury Trust’s affairs by the Trustees and payment of all the Asbestos Personal Injury Trust’s liabilities have been provided for as required by applicable law, all monies remaining in the Asbestos Personal Injury Trust estate will be given to such organization(s) exempt from federal income tax under Section 501(c)(3) of the IRC, which tax-exempt organization(s) will be selected by the Trustees using their reasonable discretion; provided, however, that (i) if practicable, the activities of the selected tax-exempt organization(s) will 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) will not bear any relationship to Reorganized Debtors within the meaning of Section 468(d)(3) of the IRC. The Plan Proponents believe that the likelihood of any monies remaining in the Asbestos Personal Injury Trust after the Asbestos Personal Injury Trust terminates is extremely remote.

Following the dissolution and distribution of the assets of the Asbestos Personal Injury Trust, the Asbestos Personal Injury 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 Asbestos Personal Injury Trust to be filed with the State of Delaware. The existence of the Asbestos Personal Injury Trust as a separate legal entity shall continue until the filing of the Certificate of Cancellation.

8. Amendment of the Asbestos Personal Injury Trust Documents

The Trustees, subject to the TAC’s and the Future Claimants’ Representative’s consent, may modify or amend certain provisions of the Asbestos Personal Injury Trust Agreement or any document annexed thereto. However, the Asbestos Personal Injury Trust provisions may not 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 Asbestos Personal Injury Trust’s qualified settlement fund status within the meaning of Treasury Regulations Section 1.468B-1, et seq., promulgated under Section 468B of the IRC.

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B. Asbestos Personal Injury Trust Distribution Procedures

1. Asbestos Personal Injury Trust Goals

The Trustees will implement and administer the Asbestos Personal Injury Trust Distribution Procedures, which are attached to the Plan as Exhibit D-1. These procedures have been adopted after lengthy negotiations between and among the Asbestos Claimant’s Committee, the Future Claimants’ Representative and the Debtors. Nothing approaching full payment of all OC and FB Asbestos Personal Injury Claims is possible in light of the value of all such claims that could be filed against the Asbestos Personal Injury Trust, both currently and in the future, and the value of the Asbestos Personal Injury Trust assets.

The goal of the Asbestos Personal Injury Trust is to treat all claimants equitably. The Asbestos Personal Injury Trust Distribution Procedures further that goal by setting forth procedures for processing and paying claims generally on an impartial, first-in-first-out (“FIFO”) basis, with the intention of paying all claimants over time as equivalent a share as possible of the value of their claims based on historical values for substantially similar claims in the tort system.¹⁹

To this end, the Asbestos Personal Injury Trust Distribution Procedures establish for both OC Asbestos Personal Injury Claims and FB Asbestos Personal Injury Claims a schedule of eight asbestos-related diseases (“Disease Levels”), all of which have presumptive medical and exposure requirements (“Medical/Exposure Criteria”). The Asbestos Personal Injury Trust Distribution Procedures also establish two separate schedules with liquidated values (“Scheduled Values”), anticipated average values (“Average Values”), and caps on liquidated values (“Maximum Values”) for the various Disease Levels. These separate schedules or matrices of values are applicable to OC and FB Asbestos Personal Injury Claims, respectively.

The Disease Levels, Medical/Exposure Criteria, Scheduled Values, Average Values and Maximum Values have all been selected and derived with the intention of achieving a fair allocation of the Asbestos Personal Injury Trust funds among claimants suffering from different disease processes in light of the best available information considering the settlement history of OCD or Fibreboard and the rights claimants would have in the tort system absent the bankruptcy.

A claimant may assert separate claims against the OC Sub-Account and the FB Sub-Account based on separate exposures to asbestos or asbestos-containing products manufactured or distributed by OCD and Fibreboard, respectively (“Multiple Exposure Claims”); however, all such Multiple Exposure Claims must be filed by the claimant at the same time. To the extent a Sub-Account has separate liabilities to a claimant based on multiple exposure, the Sub-Account shall pay the claimant its several share of the liquidated value of the separate claim or claims for which it is liable, subject to applicable Payment Percentage, Maximum Annual Payment and Claims Payment Ratio limitations described below. Under no circumstances, however, shall any claimant receive more than the full liquidated value of his or her claim.

¹⁹ As used in the Asbestos Personal Injury Trust Distribution Procedures, the phrase “in the tort system” shall include only claims asserted by way of litigation and not claims asserted against a trust established pursuant to Section 524(g) and/or Section 105 of the Bankruptcy Code or any other applicable law.

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The Asbestos Personal Injury Trust Distribution Procedures provide that the Trustees, with the consent of the Future Claimants Representative and the TAC, may adjust the Initial Payment Percentage (defined below) upward or downward depending on a multitude of factors. Therefore, no assurance can be given that some holders of Asbestos Personal Injury Claims may not be subject to a payment percentage that is higher or lower than the Initial Payment Percentage.

2. Disease Levels, Scheduled Values and Medical/Exposure Criteria Set Forth in the Asbestos Personal Injury Trust Distribution Procedures

The eight Disease Levels covered by the Asbestos Personal Injury Trust Distribution Procedures, together with the Medical/Exposure Criteria for each and the Scheduled Values for the seven Disease Levels eligible for Expedited Review, are set forth below. These Disease Levels, Scheduled Values, and Medical/Exposure Criteria will apply to all OC and FB Asbestos Personal Injury Trust Voting Claims (other than Unpaid OC and FB Resolved Asbestos Personal Injury Claims) filed with the Asbestos Personal Injury Trust on or before the Initial Claims Filing Date (defined below) for which the claimant elects the Expedited Review Process.

Thereafter, with the consent of the TAC and the Future Claimants’ Representative, the Trustees may add to, change, or eliminate Disease Levels, Scheduled Values, or Medical/Exposure Criteria; develop subcategories of Disease Levels, Scheduled Values or Medical/Exposure Criteria; or determine that a novel or exceptional asbestos personal injury claim is compensable even though it does not meet the Medical/Exposure Criteria for any of the then current Disease Levels.

Disease Level	Scheduled Value	Medical/Exposure Criteria
Mesothelioma (Level VIII)	OC: $215,000 FB: $135,000	(1) Diagnosis of mesothelioma; and (2) credible evidence of OC or Fibreboard Exposure.20
Lung Cancer 1 (Level (VII)	OC: $40,000 FB: $27,000	(1) Diagnosis of a primary lung cancer plus evidence of an underlying Bilateral Asbestos-Related Nonmalignant Disease,21 (2) six months OC or Fibreboard Exposure prior to December 31, 1982, (3) Significant Occupational Exposure22 to asbestos, and (4) supporting medical documentation establishing asbestos exposure as a contributing factor in causing the lung cancer in question.

²⁰ As defined in the Asbestos Personal Injury Trust Distribution Procedures.

²¹ Evidence of “Bilateral Asbestos-Related Nonmalignant Disease” for purposes of meeting the criteria for establishing Disease Levels I, II, III, V, and VII is described in the Asbestos Personal Injury Trust Distribution Procedures.

²² As defined in the Asbestos Personal Injury Trust Distribution Procedures.

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Disease Level	Scheduled Value	Medical/Exposure Criteria
Lung Cancer 2 (Level VI)	None	(1) Diagnosis of a primary lung cancer; (2) OC or Fibreboard Exposure prior to December 31, 1982, and (3) supporting medical documentation establishing asbestos exposure as a contributing factor in causing the lung cancer in question. Lung Cancer 2 (Level VI) claims are claims that do not meet the more stringent medical and/or exposure requirements of Lung Cancer (Level VII) claims. All claims in this Disease Level will be individually evaluated. The estimated likely average of the individual evaluation awards for this category is $20,000 for OCD and $12,000 for Fibreboard, with such awards capped at $50,000 for OCD and $30,000 for Fibreboard, unless the claim qualifies for Extraordinary Claim treatment.
		Level VI claims that show no evidence of either an underlying Bilateral Asbestos-Related Non-malignant Disease or Significant Occupational Exposure may be individually evaluated, although it is not expected that such claims will be treated as having any significant value, especially if the claimant is also a smoker. In any event, no presumption of validity will be available for any claims in this category.
Other Cancer (Level V)	OC: $22,000 FB: $12,000	(1) Diagnosis of a primary colo-rectal, laryngeal, esophageal, pharyngeal, or stomach cancer, plus evidence of an underlying Bilateral Asbestos-Related Nonmalignant Disease, (2) six months OC or Fibreboard Exposure prior to December 31, 1982, (3) Significant Occupational Exposure to asbestos, and (4) supporting medical documentation establishing asbestos exposure as a contributing factor in causing the other cancer in question.
Severe Asbestosis (Level IV)	OC: $42,000 FB: $29,000	(1) Diagnosis of asbestosis with ILO of 2/1 or greater, or asbestosis determined by pathological evidence of asbestos, plus (a) TLC less than 65%, or (b) FVC less than 65% and FEV1/FVC ratio greater than 65%, (2) six months OC or Fibreboard Exposure prior to December 31, 1982, (3) Significant Occupational Exposure to asbestos, and (4) supporting medical documentation establishing asbestos exposure as a contributing factor in causing the pulmonary disease in question.

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Disease Level	Scheduled Value	Medical/Exposure Criteria
Asbestos/Pleural Disease (Level III)	OC: $19,000 FB: $11,500	Diagnosis of Bilateral Asbestos-Related Nonmalignant Disease, plus (a) TLC less than 80%, or (b) FVC less than 80% and FEV1/FVC ratio greater than or equal to 65%, and (2) six months OCD or Fibreboard Exposure prior to December 31, 1982, (3) Significant Occupational Exposure to asbestos, and (4) supporting medical documentation establishing asbestos exposure as a contributing factor in causing the pulmonary disease in question.
Asbestosis/Pleural Disease (Level II)	OC: $8,000 FB: $4,500	(1) Diagnosis of a Bilateral Asbestos-Related Nonmalignant Disease, and (2) six months OC or Fibreboard Exposure prior to December 31, 1982, and (3) five years cumulative occupational exposure to asbestos.
Other Asbestos Disease (Level I – Cash Discount Payment)	OC: $400 FB: $240	(1) Diagnosis of a Bilateral Asbestos- Related Nonmalignant Disease or an asbestos-related malignancy other than mesothelioma, and (2) OC or Fibreboard Exposure prior to December 31, 1982.

3. Claims Liquidation Procedures

OC and FB Asbestos Personal Injury Claims will be processed based on their place in the FIFO Processing Queue (defined below) to be established pursuant to the Asbestos Personal Injury Trust Distribution Procedures for each of the OC and FB Sub-Accounts. The Asbestos Personal Injury Trust will take all reasonable steps to resolve all Asbestos Personal Injury Claims that meet the presumptive Medical/Exposure Criteria of Disease Levels I–V, VII and VIII efficiently and expeditiously under the Expedited Review described below.

Claims involving Disease Levels I–V, VII and VIII that do not meet the presumptive Medical/Exposure Criteria for the relevant Disease Level may undergo the Asbestos Personal Injury Trust’s Individual Review Process described below. In such a case, notwithstanding that the claim does not meet the presumptive Medical/Exposure Criteria for the relevant Disease Level, the Asbestos Personal Injury Trust can offer the claimant an amount up to the Scheduled Value of that Disease Level if the Asbestos Personal Injury Trust is satisfied that the claimant has presented a claim that would be cognizable and valid in the tort system.

In lieu of liquidating an OC or FB Asbestos Personal Injury Claim under the Expedited Review Process, OC and Fibreboard claimants holding claims involving Disease Levels II-VIII may alternatively seek to establish a liquidated value for the claim that is greater than its Scheduled Value by electing the Asbestos Personal Injury Trust’s Individual Review Process. However, the liquidated value of a more serious Disease Level II-VIII claim that undergoes the Asbestos Personal Injury Trust’s Individual Review Process for valuation purposes may be determined by the Asbestos Personal Injury Trust to be less than its Scheduled Value, and in any event may not exceed the Maximum Value for the relevant Disease Level, unless the claim qualifies as an Extraordinary Claim (defined below), in which case its liquidated value cannot exceed the Maximum Value specified in that provision for such claims. Level VI (Lung Cancer 2) claims and Foreign Claims (as defined in the Asbestos Personal Injury Trust Distribution Procedures) may be liquidated only pursuant to the Asbestos Personal Injury Trust’s Individual Review Process.

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All unresolved disputes over a claimant’s medical condition, exposure history and/or the liquidated value of the claim will be subject to mandatory pro bono evaluation and mediation and then to binding or non-binding arbitration at the election of the claimant. OC and FB Asbestos Personal Injury Claims that are the subject of a dispute with the Asbestos Personal Injury Trust that cannot be resolved by non-binding arbitration may enter the tort system. However, if and when a claimant obtains a judgment in the tort system, the judgment will be payable from the Asbestos Personal Injury Trust subject to the Payment Percentage, Maximum Available Payment, and Claims Payment Ratio provisions set forth below.

4. Payment Percentage

After the liquidated value of an OC or FB Asbestos Personal Injury Claim other than a claim involving Other Asbestos Disease (Disease Level I – Cash Discount Payment) is determined by the Asbestos Personal Injury Trust, the claimant will receive a pro-rata share of that value based on a payment percentage (the “Payment Percentage”).

With respect to OC Asbestos Personal Injury Trust Voting Claims, the Initial Payment Percentage has been set at 40% (the “OC Initial Payment Percentage”), and will apply to all OC Asbestos Personal Injury Trust Voting Claims accepted as valid by the Asbestos Personal Injury Trust, unless adjusted by the Asbestos Personal Injury Trust with the consent of the TAC and the Future Claimants’ Representative. With respect to FB Asbestos Personal Injury Trust Voting Claims, the initial Payment Percentage has been set at 25 % (the “Fibreboard Initial Payment Percentage”, and together with the OC Initial Payment Percentage, the “Initial Payment Percentage”) and will apply to all FB Asbestos Personal Injury Trust Voting Claims accepted as valid by the Asbestos Personal Injury Trust, unless adjusted by the Asbestos Personal Injury Trust with the consent of the TAC and the Future Claimants’ Representative. The term “Asbestos Personal Injury Trust Voting Claims” includes (i) Unpaid OC and FB Resolved Asbestos Personal Injury Claims (as defined in the Plan and described); (ii) claims filed against OCD or Fibreboard in the tort system or actually submitted to OCD or Fibreboard pursuant to an administrative settlement agreement prior to the Petition Date; and (iii) all claims filed against another defendant in the tort system prior to the date the Plan was filed with the Bankruptcy Court (the “Plan Filing Date”); provided, however, that (1) the claim described in subsection (i), (ii) or (iii) above actually voted to accept or reject the Plan pursuant to the voting procedures established by the Bankruptcy Court unless such holder certifies to the satisfaction of the Trustees that he or she was prevented from voting in this proceeding as a result of circumstances resulting in a state of emergency affecting, as the case may be, the holder’s residence, principal place of business or legal representative’s principal place of business at which the holder or his or her legal representative receives notice and/or maintains material records relating to his or her claim and (2) the claim was subsequently filed with the Asbestos Personal Injury Trust on or before the date six months after the date that the Asbestos Personal Injury Trust first makes available proof of claim forms and other claim materials required to file a claim with the Asbestos Personal Injury Trust (the “Initial Claims Filing Date”). The Initial Payment Percentage has been calculated, inter alia, on the assumption that the Average Values will be achieved with respect to existing present claims and projected future claims involving Disease Levels II – VIII.

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The Payment Percentage may be adjusted upwards or downwards from time to time by the Asbestos Personal Injury Trust with the consent of the TAC and the Future Claimants’ Representative to reflect then-current estimates of the Asbestos Personal Injury Trust’s assets and its liabilities, as well as then-estimated values of then-pending and future claims. If the Payment Percentage is increased over time, claimants whose claims were liquidated and paid in prior periods under the Asbestos Personal Injury Trust Distribution Procedures will receive additional payments only as provided in the Asbestos Personal Injury Trust Distribution Procedures. Because there is uncertainty in the prediction of both the number and severity of future claims, and the amount of the Asbestos Personal Injury Trust’s assets, no guarantee can be made of any Payment Percentage of an Asbestos Personal Injury Claim’s liquidated value other than other than the Initial Payment Percentage of an Asbestos Personal Injury Trust Voting Claim.

5. Maximum Annual Payment and Maximum Available Payment

The Asbestos Personal Injury Trust will estimate or model the amount of cash flow anticipated to be necessary over its entire life to ensure that funds will be available to treat all present and future claimants as similarly as possible. In each year, the Asbestos Personal Injury Trust will be empowered to pay out all of the income earned during the year (net of taxes payable with respect thereto), together with a portion of its principal, calculated so that the application of Asbestos Personal Injury Trust funds over its life will correspond with the needs created by the anticipated flow of claims (the “Maximum Annual Payment”). The Asbestos Personal Injury Trust’s distributions to all claimants for that year may not exceed the Maximum Annual Payment determined for that year.

In distributing the Maximum Annual Payment, the Asbestos Personal Injury Trust will first allocate the amount in question to outstanding Unpaid OC and FB Resolved Asbestos Personal Injury Claims and to liquidated OC and FB Asbestos Personal Injury Claims involving Disease Level I (Cash Discount Payment), in proportion to the aggregate value of each group of claims. The remaining portion of the Maximum Annual Payment (the “Maximum Available Payment”), if any, will then be allocated and used to satisfy all other liquidated OC and FB Asbestos Personal Injury Claims, subject to the Claims Payment Ratio (discussed below).

6. Claims Payment Ratio

Based upon OCD’s and Fibreboard’s claims settlement history and analysis of present and future claims, a Claims Payment Ratio has been determined which, as of the Effective Date, will be set at sixty-five percent (65%) for Category A claims, which consist of OC and FB Asbestos Personal Injury Claims involving severe asbestosis and malignancies (Disease Levels IV – VIII) that were unliquidated as of the Petition Date, and at thirty-five percent (35%) for Category B claims, which are OC and FB Asbestos Personal Injury Claims involving non-malignant Asbestosis or Pleural Disease (Disease Levels II and III) that were similarly unliquidated as of the Petition Date. The Claims Payment Ratio will not apply to any Unpaid OC or FB Resolved Asbestos Personal Injury Claims or to any claims for Other Asbestos

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Disease (Disease Level I - Cash Discount Payment). In each year, after the determination of the Maximum Available Payment, sixty-five percent (65%) of that amount will be available to pay Category A claims and thirty-five percent (35%) will be available to pay Category B claims.

The 65%/35% Claims Payment Ratio will apply to all OC and FB Asbestos Personal Injury Trust Voting Claims and will not be amended until the third anniversary of the date the Asbestos Personal Injury Trust first accepts for processing proof of claims forms and other materials required to file a claim with the Asbestos Personal Injury Trust. Thereafter, the Claims Payment Ratio will be continued absent circumstances, such as a significant change in law or medicine, necessitating an amendment to avoid a manifest injustice.

In any event, no amendment to the Claims Payment Ratio to reduce the percentage allocated to Category A claims may be made without the unanimous consent of the TAC Members and the consent of the Future Claimants’ Representative, and the percentage allocated to Category A claims may not be increased without the consent of the TAC and the Future Claimants’ Representative. However, the Trustees, with the consent of the TAC and the Future Claimants’ Representative, may offer the option of a reduced Payment Percentage to holders of claims in either Category A or Category B in return for prompter payment (the “Reduced Payment Option”).

7. Indemnity and Contribution Claims

OC and FB Indirect Asbestos Personal Injury Claims for indemnity and contribution, if any, will be subject to the same categorization, evaluation, and payment provisions of these Asbestos Personal Injury Trust Distribution Procedures as all other OC and FB Asbestos Personal Injury Claims, subject to certain conditions and procedures germane to claims for indemnity and contribution.

Plant has asserted that various such special provisions of the Asbestos Personal Injury Trust Distribution Procedures were improper. Specifically, Plant alleged that two of the preconditions for processing and payment of OC Indirect Asbestos PI Trust Claims and FB Indirect Asbestos PI Trust Claims cannot be met in a substantial percentage of its cases, thus barring the payment of valid claims. Plant alleged that the requirement that the claimant establish that it has paid in full the liability and obligations of the Asbestos Personal Injury Trust to the individual claimant will be impossible to fulfill in a substantial number of cases involving Plant, because Plant’s liability to the holder of the direct claim is allegedly less than Fibreboard’s liability in many such cases. Plant also asserted that the requirement that holders of the OC Indirect Asbestos PI Trust Claims and FB Indirect Asbestos PI Trust Claims prove that the individual claimant has fully released the Asbestos Personal Injury Trust from all liability cannot be met in many cases due to the death of the claimant. Plant alleged that the Asbestos Personal Injury Trust Distribution Procedures should contain procedures for the processing of OC Indirect Asbestos PI Trust Claims and FB Indirect Asbestos PI Trust Claims and should not leave the Asbestos Personal Injury Trust with the discretion to formulate procedures, including forms for proofs of claim in addition to those they filed by the Bar Date of April 15, 2002. Plant objected to the Asbestos Personal Injury Trust Distribution Procedures based on other alleged ambiguities in the Asbestos Personal Injury Trust Distribution Procedures language that the Plan Proponents believe assures that holders of OCD Indirect Asbestos PI Trust Claims and FB Indirect Asbestos PI Trust Claims are not granted rights superior to the holders of the direct claims.

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The Plan Proponents made several changes to the Asbestos Personal Injury Trust Distribution Procedures to address the Plant objections. The Asbestos Personal Injury Trust Distribution Procedures now provide for individual consideration and evaluation of any OC Indirect Asbestos PI Trust Claim and FB Indirect Asbestos PI Trust Claim that fails to meet the requirements for presumptive validity, including those requirements objected to by Plant. The review shall determine whether the indirect claimant can establish under applicable state law that it has paid a liability or obligation that the Asbestos Personal Injury Trust would otherwise have to the direct claimant. Any unresolved disputes are subject to non-binding arbitration procedures set forth in the Asbestos Personal Injury Trust Distribution Procedures and, if not resolved by arbitration, resolution through litigation in the tort system. See Section VIII.B.26 of this Disclosure Statement entitled “Suits in the Tort System.” Plant previously asserted that, despite these modifications to the Asbestos Personal Injury Trust Distribution Procedures, the Asbestos Personal Injury Trust Distribution Procedures are ambiguous as to whether holders of indemnity claims are precluded from the recovering on account of claims for attorneys’ fees and interest, allegedly recoverable under certain conditions pursuant to the laws of most states, including California.

The Plan Proponents contend that the conditions and other limitations in the Asbestos Personal Injury Trust Distribution Procedures concerning payment of OC Indirect Asbestos PI Trust Claims and FB Indirect Asbestos PI Trust Claims are consistent with both state law and bankruptcy law, including Sections 502(e) and 509(c) of the Bankruptcy Code. Plant’s objections to the Asbestos Personal Injury Trust Distribution Procedures will be resolved, if necessary, by the Bankruptcy Court or District Court as part of the Confirmation Hearing.

Plant and the Debtors have had a longstanding dispute with respect to the alleged claims of Plant. The Debtors have consistently maintained that Plant’s claims are not valid and the Debtors may file objections to the majority of Plant’s claims under both applicable state law and the Bankruptcy Code. The Debtors assert that is well established under California law that Plant does not have a right to contractual indemnity against Fibreboard. Plant asserts that it is entitled to indemnification from Fibreboard under California law.

8. Ordering of Claims

The Asbestos Personal Injury Trust will order claims that are sufficiently complete to be reviewed for processing purposes on a FIFO basis except as otherwise provided in the Plan (the “FIFO Processing Queue”). For all claims filed on or before the Initial Claims Filing Date, a claimant’s position in the FIFO Processing Queue will be determined as of the earliest of (i) the date prior to the Petition Date (if any) that the specific claim was either filed against OCD or Fibreboard in the tort system or was actually submitted to OCD or Fibreboard pursuant to an administrative settlement agreement; (ii) the date before the Petition Date that a claim was filed against another asbestos defendant in the tort system if at the time the claim was subject to a tolling agreement with OCD or Fibreboard; (iii) the date after the Petition Date but before the Initial Claims Filing Date that the claim was filed against another defendant in the tort system; (iv) the date after the Petition Date but before the Effective Date the claimant filed a

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proof of claim form in OCD’s and/or Fibreboard’s Chapter 11 proceeding; or (v) the date after the Petition Date the claimant submitted a ballot in for purposes of voting on the Plan pursuant to the voting procedures approved by the Bankruptcy Court.

Following the Initial Claims Filing Date, the claimant’s position in the FIFO Processing Queue will be determined by the date the claim was filed with the Asbestos Personal Injury Trust.

9. Effect of Statutes of Limitations and Repose

All unliquidated Asbestos Personal Injury Claims must meet either (i) for claims first filed in the tort system against OCD or Fibreboard prior to the Petition Date, the applicable federal, state and foreign statute of limitation and repose that was in effect at the time of the filing of the claim in the tort system, or (ii) for claims not filed against OCD or Fibreboard in the tort system prior to the Petition Date, the applicable statute of limitation that was in effect at the time of the filing with the Asbestos Personal Injury Trust. However, the running of the relevant statute of limitation will be tolled for purposes of the Asbestos Personal Injury Trust as of the earliest of (a) the actual filing of the claim against OCD or Fibreboard prior to the Petition Date, whether in the tort system or by submission of the claim to OCD or Fibreboard pursuant to an administrative settlement agreement; (b) the filing of the claim against another defendant in the tort system prior to the Petition Date if the claim was tolled against OCD or Fibreboard at the time by an agreement or otherwise; (c) the filing of a claim after the Petition Date but prior to the Initial Claims Filing Date against another defendant in the tort system; (d) the date after the Petition Date but before the Effective Date that a proof of claim was filed against OCD or Fibreboard in OCD’s and/or Fibreboard’s Chapter 11 proceeding; (e) the date a ballot was submitted by the claimant in OCD’s and/or Fibreboard’s Chapter 11 proceeding for purposes of voting on the Plan; or (F) the filing of a proof of claim with the requisite supporting documentation with the Asbestos Personal Injury Trust after the Initial Claims Filing Date.

If an OC or FB Asbestos Personal Injury Claim meets any of the tolling provisions described in the preceding sentence and the claim was not barred by the applicable statute of limitation at the time of the tolling event, it will be treated by the Asbestos Personal Injury Trust as timely filed if it is actually filed with the Asbestos Personal Injury Trust within three (3) years after the Initial Claims Filing Date. In addition, any claims that were first diagnosed after the Petition Date, irrespective of the application of any relevant statute of limitation or repose, may be filed with the Asbestos Personal Injury Trust within three (3) years after the date of diagnosis or within three (3) years after the Initial Claims Filing Date, whichever occurs later. However, the processing of any OC or FB Asbestos Personal Injury Claim by the Asbestos Personal Injury Trust may be deferred at the election of the claimant.

10. Payment of Claims

Asbestos Personal Injury Claims that have been liquidated by the Expedited Review Process (described below), by the Individual Review Process (described below), by arbitration or by litigation in the tort system, will be paid in FIFO order based on the date their liquidation became final (the “FIFO Payment Queue”).

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11. Resolution of Unpaid OC and FB Resolved Asbestos Personal Injury Claims

As soon as practicable after the Effective Date, the Asbestos Personal Injury Trust will pay, upon submission by the claimant of the appropriate documentation, all Unpaid OC and FB Resolved Asbestos Personal Injury Claims as defined in the Plan.

The liquidated value of an Unpaid OC or FB Resolved Asbestos Personal Injury Claims will not include any punitive or exemplary damages. In the absence of a Final Order of the Bankruptcy Court determining whether an OC or FB Asbestos Personal Injury Claim is an Unpaid OC or FB Resolved Asbestos Personal Injury Claim, a dispute between the claimant and the Asbestos Personal Injury Trust over this issue will be resolved pursuant to the same procedures that are provided in the Asbestos Personal Injury Trust Distribution Procedures for resolving the validity and/or liquidated value of an OC or FB Asbestos Personal Injury Claim.

Unpaid OC and FB Resolved Asbestos Personal Injury Claims will be processed and paid by the Asbestos Personal Injury Trust in accordance with their order in a separate FIFO queue to be established by the Asbestos Personal Injury Trust based on the date the Asbestos Personal Injury Trust received all required documentation for the particular claim; provided, however, the amounts payable with respect to such claims will not be subject to or taken into account in consideration of the Claims Payment Ratio, but will be subject to the Maximum Annual Payment and Payment Percentage provisions set forth above.

12. Resolution of Unresolved OC and FB Asbestos Personal Injury Claims

Within six months after the establishment of the Asbestos Personal Injury Trust, the Trustees, with the consent of the TAC and the Future Claimants’ Representative, are required to adopt procedures for reviewing and liquidating all unresolved Asbestos Personal Injury Claims, which will include deadlines for processing such claims. Such procedures will also require that claimants seeking resolution of unresolved Asbestos Personal Injury Claims must first file a proof of claim form, together with the required supporting documentation. It is anticipated that the Asbestos Personal Injury Trust will provide an initial response to the claimant within six months of receiving the proof of claim form.

The proof of claim form will require the claimant to assert his or her claim for the highest Disease Level for which the claim qualifies at the time of filing. Irrespective of the Disease Level alleged on the proof of claim form, all claims will be deemed by the Asbestos Personal Injury Trust Distribution Procedures to be a claim for the highest Disease Level for which the claim qualifies at the time of filing, and all lower Disease Levels for which the claim may also qualify at the time of filing or in the future will be treated as subsumed into the higher Disease Level for both processing and payment purposes.

Upon filing of a valid proof of claim form with the required supporting documentation, the claimant will be placed in the FIFO Processing Queue in accordance with the ordering described above. The Asbestos Personal Injury Trust shall provide the claimant with six months notice of the date by which it expects to reach the claim in the FIFO Processing

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Queue, following which the claimant shall promptly (i) advise the Asbestos Personal Injury Trust whether the claim should be liquidated under the Asbestos Personal Injury Trust’s Expedited Review Process or, in certain circumstances, under the Asbestos Personal Injury Trust’s Individual Review Process (both of which are described below), (ii) provide the Asbestos Personal Injury Trust with any additional medical and/or exposure evidence that was not provided with the original claim submission and (iii) advise the Asbestos Personal Injury Trust of any change in the claimant’s Disease Level. If a claimant fails to respond to the Asbestos Personal Injury Trust’s notice prior to the reaching of the claim in the FIFO Processing Queue, the Asbestos Personal Injury Trust will process and liquidate the claim under the Expedited Review Process based upon the medical/exposure evidence previously submitted by the claimant, although the claimant shall retain the right to request Individual Review.

13. Expedited Review

The Asbestos Personal Injury Trust’s Expedited Review Process (“Expedited Review”) is designed primarily to provide an expeditious, efficient and inexpensive method for liquidating all claims (except Foreign Claims and those involving Lung Cancer 2 - Disease Level VI) where the claim can easily be verified by the Asbestos Personal Injury Trust as meeting the presumptive Medical/Exposure Criteria for the relevant Disease Level. Expedited Review thus provides claimants with a substantially less burdensome process for pursuing Asbestos Personal Injury Claims than does the Individual Review Process. Expedited Review is also intended to provide qualifying claimants a fixed and certain claims payment.

Thus, claims that undergo Expedited Review and meet the presumptive Medical/Exposure Criteria for the relevant Disease Level will be paid the Scheduled Value for such Disease Level. However, except for claims involving Other Asbestos Disease (Disease Level I), all claims liquidated by Expedited Review will be subject to the applicable Payment Percentage, the Maximum Available Payment, and the Claims Payment Ratio limitations set forth above. Claimants holding claims that cannot be liquidated by Expedited Review because they do not meet the presumptive Medical/Exposure Criteria for the relevant Disease Level may elect the Asbestos Personal Injury Trust’s Individual Review Process.

14. Claims Processing Under Expedited Review

All claimants seeking liquidation of their claims pursuant to Expedited Review must file the Asbestos Personal Injury Trust’s proof of claim form. As a proof of claim form is reached in the FIFO Processing Queue, the Asbestos Personal Injury Trust will determine whether the claim described therein meets the Medical/Exposure Criteria for one of the seven Disease Levels eligible for Expedited Review, and will advise the claimant of its determination. If a Disease Level is determined, the Asbestos Personal Injury Trust will tender to the claimant an offer of payment of the Scheduled Value for the relevant Disease Level multiplied by the applicable Payment Percentage, together with a form of release approved by the Asbestos Personal Injury Trust.

15. Individual Review Process

The Asbestos Personal Injury Trust’s Individual Review Process provides a claimant with an opportunity for individual consideration and evaluation of an OC or FB

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Asbestos Personal Injury Claim that fails to meet the presumptive Medical/Exposure Criteria for Disease Levels I – V, VII and VIII. In such a case, the Asbestos Personal Injury Trust will either deny the claim, or, if the Asbestos Personal Injury Trust is satisfied that the claimant has presented a claim that would be cognizable and valid in the tort system, the Asbestos Personal Injury Trust can offer the claimant a liquidated value amount up to the Scheduled Value for that Disease Level, unless the claim qualifies as an Extraordinary Claim, in which case its liquidated value cannot exceed the Maximum Value for such a claim.

Claimants holding claims involving Disease Levels II – VIII will also be eligible to seek Individual Review of the liquidated value of their claims, as well as of their medical/exposure evidence. The Individual Review Process is intended to result in payments equal to the full liquidated value for each claim multiplied by the Payment Percentage; however, the liquidated value of any OC or FB Asbestos Personal Injury Claim that undergoes Individual Review may be determined to be less than the Scheduled Value the claimant would have received under Expedited Review. Moreover, the liquidated value for a claim involving Disease Levels II – VIII may not exceed the Maximum Value for the relevant Disease Level, unless the claim meets the requirements of an Extraordinary Claim, in which case its liquidated value cannot exceed the Maximum Value set forth in that provision for such claims. Because the detailed examination and valuation process pursuant to Individual Review requires substantial time and effort, claimants electing to undergo the Individual Review Process may be paid the liquidated value of their OC or FB Asbestos Personal Injury Claims later than would have been the case had the claimant elected the Expedited Review. Subject to the Asbestos Personal Injury Trust’s claims audit procedures, the Asbestos Personal Injury Trust shall devote reasonable resources to the review of all claims to ensure that there is a reasonable balance maintained in reviewing all classes of claims.

The liquidated value of all Foreign Claims shall be established pursuant to the Asbestos Personal Injury Trust’s Individual Review Process. OC and FB Asbestos Personal Injury Claims of individuals exposed in Canada who were resident in Canada when such claims were filed shall not be considered Foreign Claims and shall be eligible for liquidation under the Expedited Review Process.

16. Valuation Factors to be Considered in Individual Review

The Asbestos Personal Injury Trust will liquidate the value of each OC or FB Asbestos Personal Injury Claim that undergoes Individual Review based on the historic liquidated values of other similarly situated claims in the tort system for the same Disease Level. The Asbestos Personal Injury Trust will thus take into consideration all of the factors that affect the severity of damages and values within the tort system including, but not limited to credible evidence of (i) the degree to which the characteristics of a claim differ from the presumptive Medical/Exposure Criteria for the Disease Level in question; (ii) factors such as the claimant’s age, disability, employment status, disruption of household, family or recreational activities, dependencies, special damages, and pain and suffering; (iii) whether the claimant’s damages were (or were not) caused by asbestos exposure, including exposure to an asbestos-containing product or to conduct for which OC or Fibreboard has legal responsibility prior to December 31, 1982, (for example, alternative causes, and the strength of documentation of injuries); (iv) the industry of exposure; (v) settlements and verdict histories in the claimant’s jurisdiction for similarly situated claims; and (vi) settlement and verdict histories for the claimant’s law firm for similarly situated claims.

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17. Scheduled, Average and Maximum Values

The Scheduled, Average and Maximum Values for claims involving Disease Levels I – VIII are the following:

OC SUB-ACCOUNT

Scheduled Disease	Scheduled Value		Average Value		Maximum Value
Mesothelioma (Level VIII)	$	215,000	$	270,000	$	650,000
Lung Cancer 1 (Level VII)	$	40,000	$	50,000	$	150,000
Lung Cancer 2 (Level VI)		None	$	20,000	$	50,000
Other Cancer (Level V)	$	22,000	$	25,000	$	60,000
Severe Asbestosis (Level IV)	$	42,000	$	50,000	$	150,000
Asbestos/Pleural Disease (Level III)	$	19,000	$	20,000	$	35,000
Asbestos/Pleural Disease (Level II)	$	8,000	$	9,000	$	20,000
Other Asbestos Disease (Cash Discount Payment) (Level I)	$	400		None		None

FB SUB-ACCOUNT

Scheduled Disease	Scheduled Value		Average Value		Maximum Value
Mesothelioma (Level VIII)	$	135,000	$	180,000	$	450,000
Lung Cancer 1 (Level VII)	$	27,000	$	35,000	$	90,000
Lung Cancer 2 (Level VI)		None	$	12,000	$	30,000
Other Cancer (Level V)	$	12,000	$	15,000	$	36,000
Severe Asbestosis (Level IV)	$	29,000	$	30,000	$	90,000
Asbestos/Pleural Disease (Level III)	$	11,500	$	12,000	$	21,000
Asbestos/Pleural Disease (Level II)	$	4,500	$	5,400	$	12,000
Other Asbestos Disease (Cash Discount Payment) (Level I)	$	240		None		None

These Scheduled Values, Average Values and Maximum Values will apply to all OC and FB Asbestos Personal Injury Trust Voting Claims filed with the Asbestos Personal Injury Trust on or before the Initial Claims Filing Date. Thereafter, the Asbestos Personal Injury Trust, with the consent of the TAC and the Future Claimants’ Representative, may change these valuation amounts for good cause and consistent with other restrictions on the amendment power.

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18. Extraordinary and/or Exigent Hardship Claims

“Extraordinary Claim” means an OC or FB Asbestos Personal Injury Claim that otherwise satisfies the Medical Criteria for Disease Levels II - VIII, and that is held by a claimant whose exposure to asbestos (i) occurred predominately as a result of working in a manufacturing facility of OCD or Fibreboard during a period in which OCD or Fibreboard was manufacturing asbestos-containing products at that facility, or (ii) was at least 75% the result of exposure to an asbestos-containing product or conduct for which OCD or Fibreboard has legal responsibility, and in either case there is little likelihood of a substantial recovery elsewhere. All such Extraordinary Claims will be presented for Individual Review and, if valid, will be entitled to an award of up to a Maximum Value of five (5) times the Scheduled Value for claims qualifying for Disease Levels II -V, VII and VIII, and five (5) times the Average Value for claims in Disease Level VI, multiplied by the applicable Payment Percentage. An Extraordinary Claim, following its liquidation, will be placed in the FIFO Queue ahead of all other OC and FB Asbestos Personal Injury Claims except Unpaid OC and FB Resolved Asbestos Personal Injury Claims, Disease Level I (Other Asbestos Disease) Claims and Exigent Hardship Claims, which will be first in that order in said FIFO Queue, based on its date of liquidation, subject to the Maximum Available Payment and Claims Payment Ratio described above.

At any time the Asbestos Personal Injury Trust may liquidate and pay certain OC or FB Asbestos Personal Injury Claims that qualify as Exigent Hardship Claims. Such claims may be considered separately by the Asbestos Personal Injury Trust no matter what the order of processing otherwise would have been under the Asbestos Personal Injury Trust Distribution Procedures. An Exigent Hardship Claim, following its liquidation, will be placed first in the FIFO Payment Queue ahead of all other liquidated OC or FB Asbestos Personal Injury Claims except Unpaid OC and FB Resolved Asbestos Personal Injury Claims and Disease Level I (Other Asbestos Disease) Claims, subject to the Maximum Available Payment and Claims Payment Ratio described above.

An OC or FB Asbestos Personal Injury Claim will qualify for payment as an Exigent Hardship Claim if the claim meets the Medical/Exposure Criteria for Severe Asbestosis (Disease Level IV) or an asbestos-related malignancy (Disease Levels V-VIII), and the Asbestos Personal Injury Trust, in its sole discretion, determines (a) that the claimant needs financial assistance on an immediate basis based on the claimant’s expenses and all sources of available income, and (b) that there is a causal connection between the claimant’s dire financial condition and the claimant’s asbestos-related disease.

19. Secondary Exposure Claims

If a claimant alleges an asbestos-related disease resulting solely from exposure to an occupationally exposed person, such as a family member, the claimant may seek Individual Review of his or her claim. In such a case, the claimant will be required to establish that the occupationally exposed person would have met the exposure requirements under the Asbestos Personal Injury Trust Distribution Procedures that would have been applicable had that person filed a direct claim against the Asbestos Personal Injury Trust. In addition, the claimant

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with secondary exposure must establish that he or she is suffering from one of the eight Disease Levels above, or an asbestos-related disease otherwise compensable under the Asbestos Personal Injury Trust Distribution Procedures, that his or her own exposure to the occupationally exposed person occurred within the same time frame as the occupationally exposed person was exposed to an asbestos-containing product or to conduct for which OC or Fibreboard has legal responsibility, and that such secondary exposure was a cause of the claimed disease. The proof of claim form will contain an additional section for Secondary Exposure Claims. All other liquidation and payment rights and limitations under the Asbestos Personal Injury Trust Distribution Procedures will be applicable to such claims.

20. Evidentiary Requirements

(a) Medical Evidence

The Asbestos Personal Injury Trust Distribution Procedures require that all diagnoses of a Disease Level presented to the Asbestos Personal Injury Trust be accompanied by either (i) a statement by the physician providing the diagnosis that at least 10 years have elapsed between the date of first exposure to asbestos or asbestos-containing products and the diagnosis, or (ii) a history of the claimant’s exposure sufficient to establish a 10-year latency period. A finding by a physician after the Petition Date that a claimant’s disease is “consistent with” or “compatible with” asbestosis will not alone be treated by the Asbestos Personal Injury Trust as a diagnosis.

Except for claims filed against OC, Fibreboard or another asbestos defendant in the tort system prior to the Petition Date, all diagnoses of a non-malignant asbestos-related disease (Disease Levels I-IV) submitted to the Asbestos Personal Injury Trust must be based in the case of a claimant who was living at the time the claim was filed, upon a physical examination of the claimant by the physician providing the diagnosis of the asbestos-related disease. In addition, all living claimants must provide (i) for Disease Levels I - III, evidence of Bilateral Asbestos-Related Nonmalignant Disease (as defined in Footnote 3 of the Asbestos Personal Injury Trust Distribution Procedures), and (ii) for Disease Level IV, an ILO reading of 2/1 or greater or pathological evidence of asbestosis, and (iii) for Disease Levels III and IV, pulmonary function testing. In the case of a claimant who was deceased at the time the claim was filed, all diagnoses of a non-malignant asbestos-related disease (Disease Levels I-IV) shall be based upon either (i) a physical examination of the claimant by the physician providing the diagnosis of the asbestos-related disease, (ii) pathological evidence of the non-malignant asbestos-related disease, (iii) for Disease Levels I - III, evidence of Bilateral Asbestos-Related Nonmalignant Disease (as defined in Footnote 3 of the Asbestos Personal Injury Trust Distribution Procedures), and for Disease Level IV, either an ILO reading of 2/1 or greater or pathological evidence of asbestosis, or (iv) for either Disease Level III or IV, pulmonary function testing.

All diagnoses of an asbestos-related malignancy (Disease Levels V – VIII) submitted to the Asbestos Personal Injury Trust must be based upon either (i) a physical examination of the claimant by the physician providing the diagnosis of the asbestos-related disease, or (ii) on a diagnosis of such a malignant Disease Level by a board-certified pathologist.

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If the holder of an OC or FB Asbestos Personal Injury Claim that was filed against OCD, Fibreboard or another defendant in the tort system prior to the Petition Date has available a report of a diagnosing physician engaged by the holder or his or her law firm who conducted a physical examination of the holder as described in the Asbestos Personal Injury Trust Distribution Procedures, or if the holder has filed such medical evidence and/or a diagnosis of the asbestos-related disease by a physician not engaged by the holder or his or her law firm who conducted a physical examination of the claimant with another asbestos-related personal injury settlement trust that requires such evidence, without regard to whether the diagnosing physician was engaged by the holder or his or her law firm, the holder shall provide such medical evidence to the Asbestos Personal Injury Trust notwithstanding the exception to the contrary.

21. Credibility of Medical Evidence

The Asbestos Personal Injury Trust must have reasonable confidence that the medical evidence provided in support of the claim is credible and consistent with recognized medical standards before making any payment to a claimant. The Asbestos Personal Injury Trust may require the submission of x-rays, CT scans, detailed results of pulmonary function tests, laboratory tests, tissue samples, results of medical examination or reviews of other medical evidence, and may require that medical evidence submitted comply with recognized medical standards regarding equipment, testing methods and procedure to assure that such evidence is reliable. Medical evidence (i) that is of a kind shown to have been received in evidence by a state or federal judge at trial, (ii) that is consistent with evidence submitted to OC or Fibreboard to settle for payment similar disease cases prior to OC or Fibreboard’s bankruptcy, or (iii) that is a diagnosis by a physician shown to have previously qualified as a medical expert with respect to the asbestos-related disease in question before a state or federal judge, is presumed by the Asbestos Personal Injury Trust to be reliable, although the Asbestos Personal Injury Trust may seek to rebut the presumption.

In addition, claimants who otherwise meet the requirements of the Asbestos Personal Injury Trust Distribution Procedures for payment of an OC or FB Asbestos Personal Injury Claim will be paid by the Asbestos Personal Injury Trust irrespective of the results in any litigation at any time between the claimant and any other defendant in the tort system. However, the Asbestos Personal Injury Trust Distribution Procedures contemplate that any relevant evidence submitted in a proceeding in the tort system, other than any findings of fact, a verdict, or a judgment, involving another defendant may be introduced by either the claimant or the Asbestos Personal Injury Trust in any Individual Review proceeding or any Extraordinary Claim proceeding conducted by the Asbestos Personal Injury Trust.

22. Exposure Evidence

To qualify for any Disease Level, the Asbestos Personal Injury Trust Distribution Procedures require that the claimant demonstrate some exposure to an OC or Fibreboard asbestos-containing product or conduct for which OC or Fibreboard has legal responsibility. Claims based on conspiracy theories that involve no such OC or FB Exposure or conduct are not compensable under the Procedures. To meet the presumptive exposure requirements of Expedited Review, the claimant must show (i) for all Disease Levels, OC or FB

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Exposure as defined below prior to December 31, 1982; (ii) for Asbestos/Pleural Disease Level II, six months OC or FB Exposure prior to December 31, 1982, plus five years cumulative occupational asbestos exposure; and (iii) for Asbestosis/Pleural Disease (Disease Level III), Severe Asbestosis (Disease Level IV), Other Cancer (Disease Level V) or Lung Cancer 1 (Disease Level VII), the claimant must show six months OC or FB Exposure prior to December 31, 1982, plus Significant Occupational Exposure to asbestos. If the claimant cannot meet the relevant presumptive exposure requirements for a Disease Level eligible for Expedited Review, the claimant may seek Individual Review of his or her claim based on exposure to an asbestos-containing product or conduct for which OC or Fibreboard has legal responsibility.

To recover from the Asbestos Personal Injury Trust, the claimant must demonstrate meaningful and credible exposure to asbestos or asbestos-containing products for which OC or Fibreboard has legal responsibility. For these purposes, the Asbestos Personal Injury Trust will consider meaningful and credible evidence to be established by an affidavit or sworn statement of the claimant, by an affidavit or sworn statement of a co-worker or the affidavit or sworn statement of a family member in the case of a deceased claimant (providing the Asbestos Personal Injury Trust finds such evidence reasonably reliable), by invoices, employment, construction or similar records, or by other credible evidence. The Asbestos Personal Injury Trust may also require submission of other or additional evidence of exposure when it deems such to be necessary. The specific exposure information required by the Asbestos Personal Injury Trust to process a claim under either Expedited or Individual Review shall be set forth on the proof of claim form to be used by the Asbestos Personal Injury Trust. The Asbestos Personal Injury Trust may also require submission of other or additional evidence of exposure when it deems such to be necessary.

23. Second Disease (Malignancy) Claims

The Asbestos Personal Injury Trust Distribution Procedures allow the holder of an OC or Fibreboard Asbestos Personal Injury Claim involving a non-malignant asbestos-related disease (Disease Levels I through IV) to assert a new OC or FB Asbestos Personal Injury Claim against the Asbestos Personal Injury Trust for a malignant disease (Disease Levels V – VIII) that is subsequently diagnosed. The Asbestos Personal Injury Trust will not reduce any additional payments to which such claimant may be entitled with respect to such malignant asbestos-related disease by the amount paid for the non-malignant asbestos-related disease, provided that the malignant disease had not been diagnosed at the time the claimant filed his or her original claim involving the non-malignant disease.

24. Punitive Damages

Except as provided in the Asbestos Personal Injury Trust Distribution Procedures for claims asserted under the Alabama Wrongful Death Statute, in determining the value of any OC or FB Asbestos Personal Injury Claim, punitive or exemplary damages, i.e., damages other than compensatory damages, will not be considered or allowed, notwithstanding their availability in the tort system.

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25. Interest

Except for an OC or FB Asbestos Personal Injury Claim involving Other Asbestos Diseases (Disease Level I – Cash Discount Payment) and subject to the limitations set forth below, the Asbestos Personal Injury Trust Distribution Procedures provide that interest will be paid on all OC and FB Asbestos Personal Injury Claims with respect to which the claimant has had to wait a year or more for payment, provided, however, that no claimant will receive interest for a period in excess of seven (7) years. The interest rate for each year shall be the coupon issue yield equivalent (as determined by the Secretary of the Treasury) of the average accepted auction price for the first auction of 5-year Treasury Notes occurring in such year.

Interest is payable on the Scheduled Value of any unresolved OC or FB Asbestos Personal Injury Claim that meets the requirements of Disease Levels II –V, VII and VIII, whether the claim is liquidated under Expedited Review, Individual Review, or by arbitration. No interest shall be paid on any claim involving Disease Level I or on any claim liquidated in the tort system pursuant to the Asbestos Personal Injury Trust Distribution Procedures. Interest on an unresolved OC or FB Asbestos Personal Injury Claim that meets the requirements of Disease Level VI will be based on the Average Value of such a claim. Interest on all such unresolved claims will be measured from the date of payment back to the earliest of the date that is one year after the date on which (a) the claim was filed against OC or Fibreboard prior to the Petition Date; (b) the claim was filed against another defendant in the tort system on or after the Petition Date but before the Effective Date; or (c) the claim was filed with the Asbestos Personal Injury Trust after the Effective Date.

Interest is also payable on the liquidated value of all Unpaid OC or FB Resolved Asbestos Personal Injury Claims. In the case of such claims liquidated by verdict or judgment, interest will be measured from the date of payment back to the date that is one year after the date that the verdict or judgment was entered. In the case of such claims liquidated by a binding, judicially enforceable settlement, interest will be measured from the date of payment back to the date that is one year after the Petition Date.

26. Suits in the Tort System

If the holder of a disputed claim disagrees with the Asbestos Personal Injury Trust’s determination regarding the Disease Level of the claim, the claimant’s exposure history or the liquidated value of the claim, and if the holder has first submitted the claim to non-binding arbitration, the Asbestos Personal Injury Trust Distribution Procedures contemplate that the holder may file a lawsuit in the claimant’s jurisdiction. All defenses (including, with respect to the Asbestos Personal Injury Trust, all defenses which could have been asserted by OC or Fibreboard) will be available to both sides at trial; however, the Asbestos Personal Injury Trust may waive any defense and/or concede any issue of fact or law. If the claimant was alive at the time the initial pre-petition complaint was filed or on the date the proof of claim was filed, the case will be treated as a personal injury case with all personal injury damages to be considered even if the claimant has died during the pendency of the claim.

If and when a claimant obtains a judgment in the tort system, the claim will be placed in the FIFO Payment Queue based on the date on which the judgment became final. Thereafter, the claimant will receive from the Asbestos Personal Injury Trust an initial

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payment (subject to the applicable Payment Percentage, the Maximum Available Payment, and the Claims Payment Ratio provisions set forth above) of an amount equal to one-hundred percent (100%) of the greater of (i) the Asbestos Personal Injury Trust’s last offer to the claimant or (ii) the award that the claimant declined in non-binding arbitration. The claimant will receive the balance of the judgment, if any, in five equal installments in years six (6) through ten (10) following the year of the initial payment (also subject to the applicable Payment Percentage, the Maximum Available Payment and the Claims Payment Ratio provisions above in effect on the date of the subject installment).

In the case of non-Extraordinary Claims involving Disease Levels II - VIII, the total amounts paid with respect to such claims may not exceed the Maximum Values for such Disease Levels. In the case of Extraordinary Claims, the total amounts paid with respect to such claims may not exceed the Maximum Value for such claims. In the case of claims involving Disease Level I, the total amounts paid shall not exceed the Scheduled Value of such claims. Under no circumstances will interest be paid on any judgments obtained in the tort system.

27. Objections concerning the Asbestos Personal Injury Trust Distribution Procedures

Certain insurers assert that the Bankruptcy Court cannot make a finding that the Asbestos Personal Injury Trust Distribution Procedures are fair and equitable as to them, and that any payments made thereunder are not binding on any Insurer(s) absent an adjudication of coverage issues as respects any relevant asbestos claims in proceedings in a separate and appropriate forum. The Insurers assert that the foregoing procedures, as presently disclosed, do not properly protect their contractual rights regarding the defense or settlement of any Asbestos Personal Injury Claims for which coverage is sought and that the result may be that any otherwise available coverage is voided as to such claims. The Debtors disagree with this assertion; the outcome of this dispute cannot be regarded as certain. The Plan Proponents believe that the provisions of the Asbestos Personal Injury Trust Distribution Procedures are fair, equitable and provide appropriate procedures for the allowance of Asbestos Personal Injury Claims, including Disease Levels and values that are fair, equitable and appropriate. Any objections to the provisions of the Asbestos Personal Injury Trust Distribution Procedures shall be ruled upon by the Bankruptcy Court or District Court at the confirmation hearing.

IX. [INTENTIONALLY OMITTED]

X. REGISTRATION RIGHTS/RESTRICTIONS ON TRANSFERS OF CORPORATE SECURITIES AND CERTAIN CLAIMS AND COLLAR AGREEMENTS

As contemplated by the Settlement Term Sheet and the Plan, and pursuant to the terms of the Equity Commitment Agreement, on July 7, 2006, the Debtors filed with the Court an executed Registration Rights Agreement as Exhibit P-1 to the Plan (the “Investor Registration Rights Agreement”) between the Company and J.P. Morgan, as well as the form of joinder agreement attached to that Investor Registration Rights Agreement which is expected to be signed by various Backstop Providers (together with J.P. Morgan, collectively, the “Investors”). As contemplated by the Settlement Term Sheet and the Plan a second registration rights agreement in the form attached as Exhibit P-2 to the Plan will be executed by and among the

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Company and the Asbestos Personal Injury Trust (the “Trust Registration Rights Agreement”, together with the Investor Registration Rights Agreement, the “Registration Rights Agreements”).

In sum, the Registration Rights Agreements provide that upon the Effective Date the Debtors will grant registration rights to the Asbestos Personal Injury Trust and the Investors to permit the registered resale of securities. The Debtors currently believe that no other Person will receive under or in connection with the Plan any securities of OCD that will not be exempt under Section 1145 of the Bankruptcy Code or any applicable federal or state securities law to the fullest extent possible under applicable non-bankruptcy law and under bankruptcy law. As contemplated by the Registration Rights Agreements, and as more fully described in Exhibit H to the Plan (the Principal Terms and Conditions of the New OCD Common Stock), the Asbestos Personal Injury Trust and the Investors shall have registration rights after the Effective Date in respect of the New OCD Common Stock. For a more detailed description of the terms and conditions of the Registration Rights Agreements, please refer to the agreements appended to the Plan as Exhibits P-1 and P-2.

Additionally, on June 30, 2006, pursuant to the Settlement Term Sheet and the Plan, and as contemplated by the Equity Commitment Agreement, the Debtors filed with the Court a draft form of the Collar Agreement by and between the Company and J.P. Morgan as Exhibit J to the Plan. On July 7, 2006, in accordance with the ECA Approval Order, the Company entered into Collar Agreements (the “Collars”), covering all of the 28.2 million Reserved New OCD Shares, with J.P. Morgan and certain other financial institutions (collectively, the “Dealers”). Pursuant to the terms of the Collars, at the “Assignment Effective Date” (as defined therein), the Company’s rights and obligations, as agreed to under the Collars (but only to the extent provided in the Collars), shall be assigned to the Asbestos Personal Injury Trust. Consistent with the Settlement Term Sheet, under the Collars, the Asbestos Personal Injury Trust shall grant to each of the Dealers options to purchase, or call, severally, a portion of all of the shares held by the Asbestos Personal Injury Trust, for $37.50 per share, which options shall expire twelve (12) months after the date the shares of New OCD Common Stock are issued to the Asbestos Personal Injury Trust (the “Issuance Date”), in accordance with the terms of the Plan. Similarly, consistent with the Settlement Term Sheet, under the Collars, each of the Dealers shall grant, severally, to the Asbestos Personal Injury Trust options to sell – or put – a portion of all of its shares to such dealer, for $25.00 per share, which options shall expire three (3) months after the Issuance Date, in accordance with the terms of the Plan. On July 7, 2006, the Debtor filed copies of the Collars and Investor Registration Rights Agreement approved by the Asbestos Claimants’ Committee and Future Claimants’ Representative and signed by the Company and the counterparties thereto (as well as a copy of the form of the Trust Registration Rights Agreement). For a more detailed description of the terms and conditions of the Collars, the executed Collars are attached as Exhibit J to the Plan.

XI. APPLICABILITY OF FEDERAL AND OTHER SECURITIES LAWS

It is not currently expected that any registration statement will be filed under the Securities Act or any state securities laws with respect to the issuance or distribution of the New OCD Securities under the Plan, except any registration statement that may be filed in connection with the employee incentive and management plans described above and as contemplated by

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Section X of the Disclosure Statement and this Section XI. The Debtors believe that, subject to certain exceptions, including those described below, various provisions of the Securities Act, the Bankruptcy Code and state securities laws exempt from federal and state securities registration requirements (a) the offer and the sale of such securities pursuant to the Plan, and (b) subsequent transfers of such securities. Nonetheless, for reasons described below, the Debtors currently contemplate that they will, at or prior to the Effective Date, file a registration statement under the Securities Act with respect to the subsequent transfer or resale of New OCD Securities issued under the Plan.

A. Offer and Sale of New OCD Securities Pursuant to the Plan: Bankruptcy Code Exemption from Registration Requirements

Holders of Allowed Claims or Interests, as the case may be, in Classes A5, A6-A and A6-B, A-11 and A-12, and current OCD employees and the Asbestos Personal Injury Trust may receive New OCD Securities including, without limitation, the New OCD Common Stock (including, without limitation, the Rights Offering Shares, the Unsubscribed Shares, the Reserved New OCD Shares and any shares issued upon exercise or exchange of the Class A11 Warrants or Class A12-A Warrants), the Class A11 Warrants and the Class A12-A Warrants pursuant to the Plan. Section 1145(a)(1) of the Bankruptcy Code provides that the registration requirements of federal and state securities laws do not apply to the offer or sale of securities under a plan of reorganization if three principal requirements are satisfied: (1) the securities must be issued “under a plan” of reorganization by the debtor or its successor under a plan or by an affiliate participating in a joint plan of reorganization with the debtor; (2) the recipients of the securities must hold a pre-petition or administrative expense claim against the debtor or an interest in the debtor; and (3) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor, or “principally” in such exchange and “partly” for cash or property. In reliance upon this exemption, the Debtors believe that the offer and sale of the New OCD Securities including, without limitation, the New OCD Common Stock (including, without limitation, the Rights Offering Shares, the Unsubscribed Shares, the Reserved New OCD Shares and any shares issued upon exercise or exchange of the Class A11 Warrants or Class A12-A Warrants), the Class A11 Warrants and the Class A12-A Warrants under the Plan will be exempt from registration under the Securities Act and state securities laws. Indeed, the Plan provides that the issuance and distribution of any and all of (i) the New OCD Securities, including, without limitation, any and all of the Unsubscribed Shares, the Rights Offering Shares, the Reserved New OCD Shares, the Class A11 Warrants, the Class A12-A Warrants and any shares of New OCD Common Stock issued upon exercise or exchange of the Class A11 Warrants or the Class A12-A Warrants, (ii) the Rights (if, and to the extent, applicable), (iii) any and all New OCD Common Stock (or appropriate equivalent interests) and options to purchase shares of New OCD Common Stock granted under or in connection with the Employee Arrangements and Management and Director Arrangements, and (iv) any other stock, options, warrants, conversion rights, rights of first refusal or other related rights, contractual, equitable or otherwise, issued, authorized or reserved under or in connection with the Plan, shall be, and shall be deemed to be, exempt from registration under any applicable federal or state securities law to the fullest extent permissible under Section 1145 of the Bankruptcy Code, section 4(2) of the Securities Act, or any applicable non-bankruptcy law and under bankruptcy law. In addition, the Debtors will seek to obtain, as part of the Confirmation Order, a provision confirming such exemption. Accordingly, such securities may be resold without registration under the Securities Act or other

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federal securities laws pursuant to an exemption provided by Section 4(1) of the Securities Act, unless the holder is an “underwriter” with respect to such securities, as that term is defined under the Bankruptcy Code or an “affiliate” of Reorganized OCD (see discussion below in Section XI.B). HOWEVER, RECIPIENTS OF SECURITIES ISSUED UNDER THE PLAN ARE ADVISED TO CONSULT WITH THEIR OWN LEGAL ADVISORS AS TO THE AVAILABILITY OF ANY SUCH EXEMPTION FROM REGISTRATION UNDER FEDERAL OR STATE LAW IN ANY GIVEN INSTANCE AND AS TO ANY APPLICABLE REQUIREMENTS OR CONDITIONS TO SUCH AVAILABILITY.

B. Subsequent Transfers of New OCD Securities

Section 1145(b) of the Bankruptcy Code defines the term “underwriter” for purposes of the Securities Act as one who, except with respect to “ordinary trading transactions” of an entity that is not an “issuer,” (1) purchases a claim against, interest in, or claim for an administrative expense in the case concerning, the debtor, if such purchase is with a view to distributing any security received in exchange for such a claim or interest; (2) offers to sell securities offered or sold under a plan for the holders of such securities; (3) offers to buy securities offered or sold under the plan from the holders of such securities, if the offer to buy is: (a) with a view to distribution of such securities; and (b) under an agreement made in connection with the plan, with the consummation of the plan, or with the offer or sale of securities under the plan; or (4) is an “issuer” with respect to the securities, as the term “issuer” is defined in Section 2(11) of the Securities Act.

Section 4(2) of the Securities Act is “the exemption from registration for transactions by an issuer not involving any public offering. The term “issuer” is defined in Section 2(4) of the Securities Act; however, the reference contained in Section 1145(b)(1)(D) of the Bankruptcy Code to Section 2(11) of the Securities Act purports to include as statutory underwriters all persons who, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with, an issuer of securities. “Control” (as such term is defined in Rule 405 of Regulation C under the Securities Act) means the possession, direct or indirect, of the power to direct or cause the direction of the policies of a person, whether through the ownership of voting securities, by contract, or otherwise. Accordingly, an officer or director of a reorganized debtor (or its successor) under a plan of reorganization may be deemed to be a “control person,” particularly if such management position is coupled with the ownership of a significant percentage of the debtor’s (or successor’s) voting securities. Moreover, the legislative history of Section 1145 of the Bankruptcy Code suggests that a creditor who owns at least 10% of the securities of a reorganized debtor may be presumed to be a “control person.”

To the extent that persons deemed to be “underwriters” receive New OCD Securities pursuant to the Plan, resales by such persons would not be exempted by Section 1145 of the Bankruptcy Code from registration under the Securities Act or other applicable law. Such persons would not be permitted to resell such New OCD Securities unless such securities were registered under the Securities Act or an exemption from such registration requirements were available. Entities deemed to be statutory underwriters for purposes of Section 1145 of the Bankruptcy Code may, however, be able, at a future time and under certain conditions described below, to sell securities without registration pursuant to the resale provisions of Rule 144 and Rule 144A under the Securities Act.

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Rule 144A provides a non-exclusive safe harbor exemption from the registration requirements of the Securities Act for resales to certain “qualified institutional buyers” of securities that are “restricted securities” within the meaning of the Securities Act, irrespective of whether the seller of such securities purchased his, her or its securities under the provisions of Rule 144A. Under Rule 144A, a “qualified institutional buyer” is defined to include, among other persons (e.g., “dealers” registered as such pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and “banks” as defined in Section 3(a)(2) of the Securities Act), any entity that purchases securities for its own account or for the account of another qualified institutional buyer and that (in the aggregate) owns and invests on a discretionary basis at least $100 million in the securities of unaffiliated issuers. Subject to certain qualifications, Rule 144A does not exempt the offer or sale of securities that, at the time of their issuance, were securities of the same class of securities then listed on a national securities exchange (registered under Section 6 of the Exchange Act) or quoted in a U.S. automated interdealer quotation system (e.g., NASDAQ). For so long as none of the New OCD Securities to be issued under the Plan are not also listed or quoted as described above, holders of New OCD Securities who are deemed to be “underwriters” within the meaning of Section 1145(b)(1) of the Bankruptcy Code or who may be otherwise deemed to be “affiliates” or “control persons” of Reorganized OCD within the meaning of Rule 405 of Regulation C under the Securities Act, and holders of securities whose securities will be “restricted securities” within the meaning of the Securities Act should, assuming that all other conditions of Rule 144A are met, be entitled to avail themselves of the safe harbor resale provisions thereof.

To the extent that Rule 144A is unavailable, such holders may be entitled to resell their securities pursuant to the limited safe harbor resale provisions of Rule 144. Generally, Rule 144 provides that, if certain conditions are met (e.g., the availability of current public information with respect to the issuer, volume of sale limitations, and notice and manner of sale requirements), specified persons who resell “restricted securities” or who resell securities that are not restricted but such persons are “affiliates” of the issuer, will not be deemed to be “underwriters” as defined in Section 2(11) of the Securities Act.

Pursuant to the Plan, certificates evidencing New OCD Securities received by a holder of 10% or more of the outstanding New OCD Common Stock (which will include the Asbestos Personal Injury Trust) will bear a legend substantially in the form below:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

Whether or not any particular person would be deemed to be an “underwriter” of New OCD Securities to be issued pursuant to the Plan, or an “affiliate” of Reorganized OCD, would depend upon various facts and circumstances applicable to that person. Accordingly, OCD expresses no view as to whether any such person would be such an “underwriter” or “affiliate.”

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The Debtors currently contemplate that, in the exercise of their reasonable business judgment, on or prior to the Effective Date they will file a registration statement under the Securities Act with respect to the transfer or resale of New OCD Securities in order to (i) satisfy the Debtors’ obligations with respect to the Registration Rights Agreements and (ii) facilitate the resale of such New OCD Securities held by any person deemed to be an “underwriter” of New OCD Securities issued pursuant to the Plan or an “affiliate” or “control person” or Reorganized OCD.

THE FOREGOING SUMMARY DISCUSSION IS GENERAL IN NATURE AND HAS BEEN INCLUDED IN THIS DISCLOSURE STATEMENT SOLELY FOR INFORMATIONAL PURPOSES. THE DEBTORS MAKE NO REPRESENTATIONS CONCERNING, AND DO NOT HEREBY PROVIDE ANY OPINION OR ADVICE WITH RESPECT TO, THE SECURITIES LAW AND BANKRUPTCY LAW MATTERS DESCRIBED ABOVE. IN LIGHT OF THE COMPLEX AND SUBJECTIVE INTERPRETIVE NATURE OF WHETHER A PARTICULAR RECIPIENT OF NEW DEBT SECURITIES OR NEW OCD COMMON STOCK MAY BE DEEMED TO BE AN “UNDERWRITER” WITHIN THE MEANING OF SECTION 1145(b)(1) OF THE BANKRUPTCY CODE AND/OR AN “AFFILIATE” OR “CONTROL PERSON” UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND, CONSEQUENTLY, THE UNCERTAINTY CONCERNING THE AVAILABILITY OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND EQUIVALENT STATE SECURITIES AND “BLUE SKY” LAWS, OCD ENCOURAGES EACH CLAIMANT TO CONSIDER CAREFULLY AND CONSULT WITH HIS, HER, OR ITS OWN LEGAL ADVISORS WITH RESPECT TO SUCH (AND ANY RELATED) MATTERS.

XII. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

The following discussion is a summary of certain United States federal income tax aspects of the Plan, for general information purposes only, and should not be relied upon for purposes of determining the specific tax consequences of the Plan with respect to a particular holder of a Claim or Interest. This discussion does not purport to be a complete analysis or listing of all potential tax considerations.

This discussion is based on existing provisions of the IRC, existing and proposed Treasury Regulations promulgated thereunder, and current administrative rulings and court decisions. Legislative, judicial, or administrative changes or interpretations enacted or promulgated after the date hereof could alter or modify the analyses set forth below with respect to the United States federal income tax consequences of the Plan. Any such changes or interpretations may be retroactive and could significantly affect the United States federal income tax consequences of the Plan.

The Debtors currently intend to request a private letter ruling from the IRS with respect to certain tax aspects of the Plan, including those discussed in Sections XII.A.1, A.2, A.3, A.4

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and B.2, and the Debtors have received a private letter ruling from the IRS with respect to certain issues discussed in Section XII.B.2 below. Receipt of a private letter ruling from the IRS is not a condition to consummation of the Plan, and no assurance can be give that the IRS will issue a private letter ruling or that, if one is received, it will be received before the Plan Confirmation Date. No opinion of counsel has been sought or obtained with respect to the issues intended to be addressed in the private letter ruling request. No representations or assurances are being made to the holders of Claims or Interests with respect to the United States federal income tax consequences described herein.

Any discussion of U.S. federal tax issues set forth in this Disclosure Statement is written solely in connection with the confirmation of the Plan to which the transactions described in this Disclosure Statement are ancillary. Such discussion is not intended or written to be legal or tax advice to any person and is not intended or written to be used, and cannot be used, by any person for the purpose of avoiding any U.S. federal tax penalties that may be imposed on such person. Each holder of a Claim or Interest should seek advice based on its particular circumstances from an independent tax advisor.

A. Federal Income Tax Consequences to the Debtors

1. Cancellation of Indebtedness Income

Under the IRC, a taxpayer generally must recognize income from the cancellation of debt (“COD Income”) to the extent that its indebtedness is discharged during the taxable year. Section 108(a)(1)(A) of the IRC provides an exception to this rule, however, where a taxpayer is in bankruptcy and where the discharge is granted, or is effected pursuant to a plan approved, by the bankruptcy court. In this case, instead of recognizing income, the taxpayer is required, under Section 108(b) of the IRC, to reduce certain of its tax attributes by the amount of COD Income. The attributes of the taxpayer are to be reduced in the following order: net operating losses (“NOLs”), general business and minimum tax credit carryforwards, capital loss carryforwards, the basis of the taxpayer’s assets, and finally, foreign tax credit tax carryforwards (collectively, “Tax Attributes”). Section 108(b)(5) of the IRC permits a taxpayer to elect to first apply the reduction to the basis of the taxpayer’s depreciable assets, with any remaining balance applied to the taxpayer’s other Tax Attributes in the order stated above. In addition to the foregoing, Section 108(e)(2) of the IRC provides a further exception to the realization of COD Income upon the discharge of debt, providing that a taxpayer will not recognize COD Income to the extent that the taxpayer’s satisfaction of the debt would have given rise to a deduction for United States federal income tax purposes. The effect of Section 108(e)(2) of the IRC, where applicable, is to allow a taxpayer to discharge indebtedness without recognizing income and to avoid any reduction of its Tax Attributes.

As a result of having their debt reduced in connection with their bankruptcy, the Debtors generally will not recognize COD Income from the discharge of indebtedness pursuant to the Plan; however, certain Tax Attributes of the Debtors will be reduced or eliminated. The Debtors do not currently anticipate that they will make the election under the IRC to apply any required attribute reduction first to the basis of the Debtors’ depreciable property, with any excess next applied to reduce their NOLs, and then to reduce the Debtors’ other Tax Attributes. To the extent that the discharge is of amounts that the Debtors

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would have been entitled to deduct if the Debtors had paid such amounts, no COD Income will be recognized and no reduction of Tax Attributes will occur pursuant to Section 108(e)(2) of the IRC. The Debtors presently intend to request a private letter ruling from the IRS that, among other rulings, would confirm that the discharge of indebtedness arising from settlement of OC Asbestos Personal Injury Claims (other than OC Indirect Asbestos PI Trust Claims) will satisfy the requirements of Section 108(e)(2) of the IRC and, therefore, will not result in any reduction of the Debtors’ Tax Attributes. It is also expected that the settlement of certain claims in Classes A7 and B8, all of which should give rise to deductions for United States federal income tax purposes, will satisfy the requirements of Section 108(e)(2) of the IRC and, therefore, will not result in any realization of COD Income or reduction of the Debtors’ Tax Attributes.

To the extent that the Debtors are required to reduce their Tax Attributes, the mechanics of such attribute reduction will be governed by Treasury Regulation §1.1502-28, which contains rules that apply where the debtor corporation is a member of a group filing a consolidated return. These rules generally provide that the Tax Attributes attributable to the debtor corporation are the first to be reduced. For this purpose, Tax Attributes attributable to the debtor member include consolidated Tax Attributes (such as consolidated NOLs) that are attributable to the debtor member pursuant to the consolidated return regulations, and also include the basis of property of the debtor (including subsidiary stock), all of which are reduced in the order described above. To the extent that the COD Income of the debtor member exceeds the Tax Attributes attributable to it, the consolidated Tax Attributes attributable to other members of the consolidated group must be reduced. In the case of a consolidated group with multiple debtor members, each debtor member’s Tax Attributes must be reduced before such member’s COD Income can be reduced by Tax Attributes attributable to other members of the consolidated group. In addition, to the extent that the debtor corporation is required to reduce its basis in the stock of another group member, the lower-tier member also must reduce its Tax Attributes, including the consolidated Tax Attributes attributable to that lower-tier member. Any required attribute reduction will take place after the Debtors have determined their taxable income, and any federal income tax liability, for the taxable year in which the Effective Date occurs.

2. Net Operating Losses and Other Attributes

Following the Effective Date, the Debtors expect to have NOLs. The Debtors currently have NOLs, and the Debtors will generate NOLs on the Effective Date to the extent that the Debtors have generated deductions for United States federal income tax purposes that are not offset by income and/or gain and are not eliminated by the attribute reduction rules of Section 108(b) of the IRC discussed above. In addition, the Debtors may generate NOLs in future taxable years to the extent payments required under the Plan generate deductions that exceed their income and gain in those years. In this regard, the Debtors currently intend to request a private letter ruling from the IRS that, among other rulings, would confirm that (i) the Debtors will be entitled to a current year deduction for all transfers of Cash and property other than the Contingent Note and the contingent obligation of the Debtors to deliver the Reserved New OCD Shares to the Asbestos Personal Injury Trust, (ii) the Debtors will be entitled to a deduction for any payment of principal on the Contingent Note in the taxable year in which such payment is made to the Asbestos Personal Injury Trust and (iii) the Debtors will be entitled to a deduction for delivery of any Reserved New OCD Shares to the Asbestos Personal Injury Trust

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in the taxable year such reserved New OCD Shares are issued and delivered to the Asbestos Personal Injury Trust. If, as is currently expected, the IRS confirms that the Debtors are entitled to such deductions, the amount of the aggregate deductions to which the Debtors may be entitled on (or after) the Effective Date will likely equal the sum of the Cash and the fair market value of the other property (excluding the Contingent Note and the obligation to deliver the Reserved New OCD Shares) transferred to the Asbestos Personal Injury Trust, and, assuming the conditions to payment and delivery are satisfied in 2007, the amount of the aggregate deductions to which the Debtors will be entitled in 2007 with respect to the Contingent Note and obligation to deliver the Reserved New OCD Shares will equal the sum of the principal amount of the Contingent Note and the fair market value of the Reserved New OCD Shares at the time they are issued and delivered to the Asbestos Personal Injury Trust. It should be noted, however, that no deduction for transfers to the Asbestos Personal Injury Trust will be allowed to the extent that the transferred amounts represent amounts received from the settlement of insurance claims, which amounts were not included in the Debtors’ gross income. Accordingly, the Debtors will not be entitled to a deduction for transfers to the Asbestos Personal Injury Trust to satisfy Asbestos Personal Injury Claims to the extent such transfers are of insurance proceeds, including any transfer of Existing Fibreboard Insurance Settlement Trust Assets.

After taking into account the foregoing rules and applying the deductions against the income and gain of the Debtors recognized during the taxable year in which the Effective Date occurs, the Debtors anticipate that their NOLs will increase and that they will likely generate additional NOLs in 2007 if payment is required under the Contingent Note and the Debtors are obligated to deliver the Reserved New OCD Shares in 2007. As explained above, however, the Debtors’ NOLs and other Tax Attributes in existence in the taxable year in which the Effective Date occurs may be reduced or eliminated as of the beginning of the taxable year following the year in which the Effective Date occurs as a result of the COD Income expected to be realized on implementation of the Plan. Accordingly, there can be no assurance that Reorganized OCD will have NOLs following the year in which the Plan is implemented.

As a general rule, an NOL incurred by a taxpayer during a taxable year can be carried back and deducted from its taxable income generated within the two preceding taxable years and the remainder can be carried forward and deducted from the taxpayer’s taxable income over the 20 succeeding taxable years. NOLs attributable to certain tort liability losses, however, may be carried back for ten years. It is expected that the transfer of Cash and other property and, if applicable, payments of principal on the Contingent Note and the delivery of the Reserved New OCD Shares to the Asbestos Personal Injury Trust with respect to OC Asbestos Personal Injury Claims and FB Asbestos Personal Injury Claims will generate deductions that relate to a qualifying tort liability and, therefore, any resulting NOLs will be eligible to be carried back for ten years. However, the Debtors have not realized significant amounts of taxable income during the previous ten year period, and, accordingly, it is not currently expected that Reorganized OCD will be entitled to material amounts of tax refunds in respect of that period.

3. Annual Section 382 Limitation on Use of NOLs

With respect to any NOLs of the Debtors remaining after confirmation of the Plan and any required attribute reduction, Section 382 of the IRC contains certain rules limiting the amount of NOLs a corporate taxpayer can utilize in the years following an

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“ownership change” (the “Annual Section 382 Limitation”). An “ownership change” generally is defined as a more than 50 percentage point change in ownership of the value of the stock of a “loss corporation” (a corporation with NOLs) that takes place during the three year period ending on the date on which such change in ownership is tested. The Debtors will undergo an ownership change on the Effective Date.

As a general rule, a loss corporation’s Annual Section 382 Limitation equals the product of the value of the stock of the corporation (with certain adjustments) immediately before the ownership change and the applicable “long-term tax-exempt rate,” a rate published monthly by the Treasury Department (4.45% for ownership changes that occur during June, 2006). Any unused portion of the Annual Section 382 Limitation generally is available for use in subsequent years. If a loss corporation does not continue its historic business or use a significant portion of its assets in a new business for two years after the ownership change, the corporation’s Annual Section 382 Limitation is zero. The Annual Section 382 Limitation is increased if the loss corporation has net unrealized built-in gains, i.e., gains economically accrued but unrecognized at the time of the ownership change, in excess of a threshold amount. Such a corporation can use NOLs in excess of its Annual Section 382 Limitation to the extent that it realizes those net unrealized built-in gains for United States federal income tax purposes in the five years following the ownership change. A correlative rule applies to a corporation that has net unrealized built in losses, i.e., losses economically accrued but unrecognized as of the date of the ownership change in excess of a threshold amount. Such a corporation’s ability to deduct its built-in losses (in addition to its NOLs) following an ownership change is limited. In this regard, the Debtors currently intend to request a private letter ruling from the IRS that, among other rulings, would confirm that the deduction attributable to the transfer of Cash and property (including any deduction attributable to payments of principal on the Contingent Note and the delivery of the Reserved New OCD Shares) to the Asbestos Personal Injury Trust will not be taken into account for purposes of determining whether the Debtors have a net unrealized built-in gain or net unrealized built-in loss as of the Effective Date.

Section 382(l)(5) of the IRC provides an exception to the application of the Annual Section 382 Limitation when a corporation is under the jurisdiction of a court in a Title 11 case (the “382(l)(5) Bankruptcy Exception”). The 382(l)(5) Bankruptcy Exception provides that where an ownership change occurs pursuant to a bankruptcy reorganization or similar proceeding, the Annual Section 382 Limitation will not apply if the pre-change shareholders and/or “qualified creditors” (as defined by applicable Treasury Regulations) own at least 50 percent of the stock of the reorganized corporation immediately after the ownership change. However, under the 382(l)(5) Bankruptcy Exception, a corporation’s pre-change losses and excess credits that may be carried over to a post-change year must be reduced to the extent attributable to any interest paid or accrued on certain debt converted to stock in the reorganization. In addition, if the 382(l)(5) Bankruptcy Exception applies, a second ownership change of the corporation within a two-year period will cause the corporation to forfeit all of its unused NOLs that were incurred prior to the date of the second ownership change.

If a corporation qualifies for the 382(l)(5) Bankruptcy Exception, the use of its NOLs will be governed by that exception unless the corporation affirmatively elects for the provisions not to apply. If a corporation that is eligible for the 382(l)(5) Bankruptcy Exception elects out of that provision, a special rule under Section 382(l)(6) of the IRC will apply in

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calculating the Annual Section 382 Limitation. Under this special rule, the Annual Section 382 Limitation will be calculated by reference to the lesser of the value of the corporation’s stock (with certain adjustments) immediately after the ownership change (as opposed to immediately before the ownership change, as discussed above) or the value of the Debtor’s assets (determined without regard to liabilities) immediately before the ownership change.

It is currently expected that Reorganized OCD will qualify for the 382(l)(5) Bankruptcy Exception. The Debtors are currently analyzing whether to affirmatively elect out of the 382(l)(5) Bankruptcy Exception and instead rely on the special rule described above under Section 382(l)(6) of the IRC. One reason the Debtors may choose to elect out of the 382(l)(5) Bankruptcy Exception is the rule described above that a second ownership change within two years of the Effective Date will cause Reorganized OCD to forfeit any NOLs incurred prior to the date of the second ownership change. Under the terms of the Plan, there can be no assurance that Reorganized OCD will not undergo a second ownership change within two years of the Effective Date. If, because of a potential second ownership change, the Debtors choose to elect out of the Bankruptcy Exception, Reorganized OCD’s use of its NOLs will be subject to the Annual Section 382 Limitation following confirmation of the Plan, calculated under the special rule of Section 382(l)(6) of the IRC described above. However, any NOLs generated after the taxable year in which the Effective Date occurs (including any NOLs generated as a result of deductions arising from payments of principal on the Contingent Note and delivery of the Reserved New OCD Shares to the Asbestos Personal Injury Trust) should not be subject to this limitation.

4. Consequences of the Restructuring Transactions

In connection with the Restructuring Transactions to be set forth in Schedule XX to the Plan, the Debtors currently intend to request a private letter ruling from the IRS that, among other rulings, would confirm that (i) the affiliated group of which the OCD is currently the common parent will remain in existence for U.S. federal consolidated tax return purposes, (ii) Reorganized OCD will become the common parent of the affiliated group as a result of the Restructuring Transactions, and (iii) the U.S. federal consolidated tax group of which Reorganized OCD is the common parent will not be required to close its taxable year as a result of the Restructuring Transactions.

5. Accrued Interest

To the extent that the consideration issued to holders of Claims pursuant to the Plan is attributable to accrued but unpaid interest, the Debtors should be entitled to interest deductions in the amount of such accrued interest, but only to the extent the Debtors have not already deducted such amount. The Debtors should not have COD Income from the discharge of any accrued but unpaid interest pursuant to the Plan to the extent that the payment of such interest would have given rise to a deduction pursuant to Section 108(e)(2) of the IRC, as discussed above.

6. Federal Alternative Minimum Tax

A corporation may incur alternative minimum tax liability even where NOL carryovers and other tax attributes are sufficient to eliminate its taxable income as computed under the regular corporate income tax. It is possible that Reorganized OCD will be liable for the alternative minimum tax.

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B. Federal Income Tax Consequences to Claim Holders

The United States federal income tax consequences of the transactions contemplated by the Plan to Claim holders that are United States Persons will depend upon a number of factors. For purposes of the following discussion, a “United States Person” is any person or entity (1) who is a citizen or resident of the United States, (2) that is a corporation or partnership created or organized in or under the laws of the United States or any state thereof, (3) that is an estate, the income of which is subject to United States federal income taxation regardless of its source or (4) that is a trust (a) the administration over which a United States person can exercise primary supervision and all of the substantial decisions of which one or more United States persons have the authority to control; or (b) that has elected to continue to be treated as a United States Person for United States federal income tax purposes. In the case of a partnership, the tax treatment of its partners will depend on the status of the partner and the activities of the partnership. United States Persons who are partners in a partnership should consult their tax advisors. A “Non-United States Person” is any person or entity that is not a United States Person. For purposes of the following discussion and unless otherwise noted below, the term “Holder” shall mean a “holder of a Claim that is a United States Person.” The general United States federal income tax consequences to Claim holders that are Non-United States Persons are discussed below under Section XII.B.1(j) of this Disclosure Statement.

The United States federal income tax consequences to Holders and the character and amount of income, gain or loss recognized as a consequence of the Plan and the distributions provided for thereby will depend upon, among other things, (1) the manner in which a Holder acquired a Claim; (2) the length of time the Claim has been held; (3) whether the Claim was acquired at a discount; (4) whether the Holder has taken a bad debt deduction with respect to the Claim (or any portion thereof) in the current or prior years; (5) whether the Holder has previously included in income accrued but unpaid interest with respect to the Claim; (6) the method of tax accounting of the Holder; (7) whether the Claim is an installment obligation for United States federal income tax purposes; and (8) whether the Claim constitutes a “security” for United States federal income tax purposes. The definition of the term “security” for United States federal income tax purposes is discussed under the heading “Definition of ‘Security’”, below. Certain holders of Claims (such as foreign persons, S corporations, regulated investment companies, insurance companies, financial institutions, small business investment companies, broker-dealers and tax-exempt organizations) may be subject to special rules not addressed in this summary of United States federal income tax consequences. There also may be state, local, and/or foreign income or other tax considerations or United States federal estate and gift tax considerations applicable to holders of Claims, which are not addressed herein. EACH HOLDER OF A CLAIM OR INTEREST AFFECTED BY THE PLAN IS STRONGLY URGED TO CONSULT ITS TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE TRANSACTIONS DESCRIBED HEREIN AND IN THE PLAN.

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1. United States Federal Income Tax Consequences

(a) General

A Holder who receives Cash or other consideration (including, without limitation, stock) in satisfaction of its Claims may recognize ordinary income or loss to the extent that any portion of such consideration is characterized as accrued interest. A Holder who did not previously include in income accrued but unpaid interest attributable to its Claim, and who receives a distribution on account of its Claim pursuant to the Plan, will be treated as having received interest income to the extent that any consideration received is characterized for United States federal income tax purposes as interest, regardless of whether such Holder realizes an overall gain or loss as a result of surrendering its Claim. A Holder who previously included in its income accrued but unpaid interest attributable to its Claim should recognize an ordinary loss to the extent that such accrued but unpaid interest is not satisfied, regardless of whether such Holder realizes an overall gain or loss as a result of the distribution it may receive under the Plan on account of its Claim. Although the manner in which consideration is to be allocated between accrued interest and principal for these purposes is unclear under present law, the Debtors reserve the right, to the extent, consistent with the Plan, to allocate for United States federal income tax purposes the consideration paid pursuant to the Plan with respect to a Claim, first to the principal amount of such Claim as determined for United States federal income tax purposes and then to accrued interest, if any, with respect to such Claim. Accordingly, in cases where a Holder receives less than the principal amount of its Claim, the Debtors intend to allocate the full amount of consideration transferred to such Holder to the principal amount of such obligation and to take the position that no amount of the consideration to be received by such Holder is attributable to accrued interest. There is no assurance that such allocation will be respected by the IRS for United States federal income tax purposes.

If not otherwise so required, a Holder who receives New OCD Common Stock in exchange for its Claim will be required to treat gain recognized on a subsequent sale or other taxable disposition of the New OCD Common Stock as ordinary income to the extent of (i) any bad debt deductions taken with respect to the Claim and any ordinary loss deductions incurred upon satisfaction of the Claim, less any income (other than interest income) recognized by the Holder upon satisfaction of its Claim, and (ii) any amounts which would have been included in a Holder’s gross income if the Holder’s Claim had been satisfied in full, but which was not included in income because of the application of the cash method of accounting.

(b) Holders of Class A4, B4, B6, C4, C6, D4, D6, E4, E6, F4, F6, G4, G6, H4, H6, I4, I6, J6, K6, L6, M6, N6, O6, P6, Q6, R6, S6, T6 and U6 Claims (Bank Holders Claims and General Unsecured Claims)

The Holders of the Class A4, B4, B6, C4, C6, D4, D6, E4, E6, F4, F6, G4, G6, H4, H6, I4, I6, J6, K6, L6, M6, N6, O6, P6, Q6, R6, S6, T6 and U6 Claims (the “Debt Claims,” and Holders of such Claims, “Debt Claim Holders”) will generally realize gain or loss for United States federal income tax purposes as a result of the consummation of the Plan equal to the difference between their adjusted tax bases in their Claims immediately prior to the Effective Date and the amount of Cash they receive pursuant to the Plan. A Debt Claim Holder

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will generally be required to recognize for United States federal income tax purposes the full amount of gain or loss it realized as a result of the consummation of the Plan. In general, if the Debt Claim Holder held its Debt Claim as a capital asset, any gain or loss will be treated as a gain or loss from the sale or exchange of such capital asset. Capital gain or loss will be long-term if the Debt Claim was held by the Debt Claim Holder for more than one year and otherwise will be short-term. Any capital losses realized generally may be used by a corporate Debt Claim Holder only to offset capital gains, and by an individual Debt Claim Holder only to the extent of capital gains plus $3,000 of other income.

(c) Holders of Class A5, A6-A and A6-B Claims (OCD Bondholders Claims, OCD General Unsecured Claims and OCD General Unsecured/Senior Indebtedness Claims)

The Holders of the Class A5, A6-A and A6-B Claims (the “OCD Debt Claims,” and Holders of such Claims, “OCD Debt Claim Holders”) will generally realize gain or loss for United States federal income tax purposes as a result of the consummation of the Plan equal to the difference between their adjusted tax bases in their Claims immediately prior to the Effective Date and the sum of (i) the amount of Cash, (ii) the fair market value of the Rights, and (iii) the fair market value of the New OCD Common Stock they receive pursuant to the Plan.

The tax consequences to an OCD Debt Claim Holder depend on whether its OCD Debt Claim is a “security” for United States federal income tax purposes. See “Definition of ‘Security’” below. If an OCD Debt Claim does not constitute a “security” for United States federal income tax purposes, then the exchange of the OCD Debt Claim will be a taxable transaction, and the Holder of such Claim will be required to recognize gain or loss equal to the full amount of its gain or loss realized on the exchange. An OCD Debt Claim Holder’s initial tax basis in the property it receives in exchange for its OCD Debt Claim should equal the fair market value of such property when received. An OCD Debt Claim Holder’s holding period in property it receives in the exchange should commence on the day following receipt.

If an OCD Debt Claim constitutes a “security” for United States federal income tax purposes, then the exchange of the OCD Debt Claim will be treated as a tax-free transaction for United States federal income tax purposes. In such case, an OCD Debt Claim Holder that realizes a loss on the exchange will not be permitted to recognize such loss, and an OCD Debt Claim Holder that realizes gain on the exchange will be required to recognize the lesser of (i) the amount of gain realized and (ii) the amount of Cash it receives. An OCD Debt Claim Holder’s initial tax basis in the property it receives in exchange for its OCD Debt Claim should equal the sum of (i) its adjusted tax bases in such OCD Debt Claim and (ii) the amount of gain it recognizes on the exchange, reduced by the amount of Cash it receives in the exchange. Such basis will be allocated among the Rights and New OCD Common Stock it receives based on their relative fair market values. An OCD Debt Claim Holder’s holding period in the Rights and New OCD Common Stock it receives will include the holding period in the OCD Debt Claim surrendered.

See “Federal Income Tax Consequences of Holding Rights and Warrants,” below for a discussion of the tax consequences of exercising, and expiration of, the Rights.

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There is no authority that directly addresses the treatment of the receipt of the right to receive a portion of the Excess Available Cash and Excess New OCD Common Stock a (the “Excess Recoveries”). Debt Claim Holders that receive such rights may be permitted to claim that the fair market value of those rights is speculative as of the Effective Date and that the receipt of such rights should be subject to “open transaction” treatment and taken into account only when such amounts are actually determined. In such case, however, a Debt Claim Holder that realizes a loss may not be permitted to recognize such loss until the amount of the Excess Recoveries to be distributed to such Holder is finally determined.

The Debtors currently intend to treat the Disputed Distribution Reserve as a grantor trust for United States federal income tax purposes. Accordingly, it is intended that each Holder of a Disputed Claim will be treated as if such Holder had received a distribution of Cash and other property (including, without limitation, stock) in exchange for its Claim and then contributed such cash and property to the Disputed Distribution Reserve. If such treatment is respected, a Holder of a Disputed Claim will be subject to United States federal income tax on its proportionate share of any income earned with regard to the assets in the Disputed Distribution Reserve. There can, however, be no assurance that the IRS will agree with such treatment.

(d) Holders of OC Asbestos Personal Injury and FB Asbestos Personal Injury Claims

To the extent that payments from the Asbestos Personal Injury Trust to Holders of OC Asbestos Personal Injury Claims and FB Asbestos Personal Injury Claims represent damages on account of personal physical injuries of such Holders, such Holders should not recognize gross income under Section 104 of the IRC, except to the extent that such payments are attributable to medical expense deductions allowed under Section 213 of the IRC for a prior taxable year.

(e) Holders of Class A12-A Interests (Existing OCD Common Stock)

If Holders of Class A12-A Interests receive warrants to obtain New OCD Common Stock (“Warrants”) pursuant to the Plan, then such Holders will generally recognize gain or loss on the receipt of the Warrants equal to the difference between (i) the Holder’s tax basis in its Class A12-A Interest and (ii) the fair market value of the Warrants it receives in the exchange. A Holder’s initial tax basis in the Warrants it receives in the exchange will equal the fair market value of such Warrants on the Effective Date. A Holder’s holding period in its Warrants would commence on the day after the Effective Date. See “Federal Income Tax Consequences of Holding Rights and Warrants,” below for a discussion of the tax consequences of exercising, selling, and expiration of, the Warrants.

If, alternatively, Holders of Class A12-A Interests receive nothing in exchange for their Class A12 Interests pursuant to the Plan, then each Holder of a Class A12-A Interest generally should recognize a loss equal to the holder’s tax basis in its Class A12-A Interest unless the Holder previously claimed a loss with respect to such Class A12-A Interest under its regular method of accounting.

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In either case, if the Holder held its Class A12-A Interest as a capital asset, then gain or loss on the Class A12-A Interest will be treated as gain or loss from the sale or exchange of such capital asset. Capital gain or loss will be long-term if the Class A12-A Interest was held by the Holder for more than one year and otherwise will be short-term. Any capital losses realized generally may be used by a corporate holder only to offset capital gains, and by an individual holder only to the extent of capital gains plus $3,000 of other income.

(f) Holders of Class A12-B Interests (OCD Interests Other Than Existing OCD Common Stock)

Pursuant to the Plan, all Class A12-B Interests shall be deemed cancelled and extinguished, and Holders of Class A12-B Interests will receive nothing in exchange for such Interests. As a result, each Holder of a Class A12-B Interest generally should recognize a loss equal to the Holder’s tax basis in its Class A12-B Interest extinguished under the Plan unless the Holder previously claimed a loss with respect to such stock under its regular method of accounting. In general, if the Holder held its Class A12-B Interest as a capital asset, the loss will be treated as a loss from the sale or exchange of such capital asset. Capital losses will be long-term if the Class A12-B Interest was held by the holder for more than one year and otherwise will be short-term. Any capital losses realized generally may be used by a corporate holder only to offset capital gains, and by an individual holder only to the extent of capital gains plus $3,000 of other income.

(g) Holders of Integrex Interests

Pursuant to the Plan, all Integrex Interests shall be deemed cancelled and extinguished, and holders of the Integrex Interests will receive nothing in exchange for such Interests. As a result, each holder of an Integrex Interest generally should recognize a loss equal to the holder’s tax basis in its Integrex Interest extinguished under the Plan unless the holder previously claimed a loss with respect to such stock under its regular method of accounting. In general, if the holder held its Integrex Interest as a capital asset, then the loss will be treated as a loss from the sale or exchange of such capital asset. Capital loss will be long-term if the Integrex Interest was held by the holder for more than one year and otherwise will be short-term. Any capital losses realized generally may be used by a corporate holder only to offset capital gains, and by an individual holder only to the extent of capital gains plus $3,000 of other income

(h) Market Discount

The market discount provisions of the IRC may apply to Holders of certain Claims. In general, a debt obligation that is acquired by a holder in the secondary market is a “market discount bond” as to that holder if its stated redemption price at maturity (or, in the case of a debt obligation having original issue discount, its adjusted issue price) exceeds, by more than a statutory de minimis amount, the tax basis of the debt obligation in the holder’s hands immediately after its acquisition. If a Holder has accrued market discount with respect to its Claims and such Holder realizes gain upon the exchange of its Claims for property pursuant to the Plan, such Holder may be required to include as ordinary income the amount of such accrued market discount to the extent of such realized gain. A Holder who realizes loss on such exchange generally will not be required to include the amount of any such accrued market

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discount in income. A Holder who receives Senior Notes in an exchange pursuant to the Plan that constitutes a “recapitalization” for United States federal income tax purposes may not be required immediately to include in income the accrued market discount to the extent such accrued market discount is allocable to the Senior Notes. In this event, such portion of the accrued market discount should carry over to the Senior Notes. Holders who have accrued market discount with respect to their claims should consult their tax advisors as to the application of the market discount rules to them in view of their particular circumstances.

(i) Definition of “Security”

Whether an instrument constitutes a “security” for United States federal income tax purposes is determined based on all of the facts and circumstances. Certain authorities have held that one factor to be considered is the length of the initial term of the debt instrument. These authorities have indicated that an initial term of less than five years is evidence that the instrument is not a security, whereas an initial term of ten years or more is evidence that it is a security. Treatment of an instrument with an initial term between five and ten years is generally unsettled. Numerous factors other than the term of an instrument could be taken into account in determining whether a debt instrument is a security, including, but not limited to, whether repayment is secured, the level of creditworthiness of the obligor, whether or not the instrument is subordinated, whether the holders have the right to vote or otherwise participate in the management of the obligor, whether the instrument is convertible into an equity interest, whether payments of interest are fixed, variable or contingent and whether such payments are made on a current basis or are accrued.

(j) Non-United States Persons

A holder of a Claim that is a Non-United States Person generally will not be subject to United States federal income tax with respect to property (including money) received in exchange for such Claim pursuant to the Plan, unless (i) such holder is engaged in a trade or business in the United States to which income, gain or loss from the exchange is “effectively connected” for United States federal income tax purposes, or (ii) if such holder is an individual, such holder is present in the United States for 183 days or more during the taxable year of the exchange and certain other requirements are met.

(k) Information Reporting and Backup Withholding

Certain payments, including the payments with respect to Claims pursuant to the Plan, may be subject to information reporting by the payor (the relevant Debtor) to the IRS. Moreover, such reportable payments may be subject to backup withholding (currently at a rate of 28%) under certain circumstances. Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against a Holder’s United States federal income tax liability, and a Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing an appropriate claim for refund with the IRS (generally, a United States federal income tax return).

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2. Taxation of the Asbestos Personal Injury Trust

The Debtors currently intend to request a private letter ruling from the IRS that, among other rulings, would confirm that, as expected, the Asbestos Personal Injury Trust will constitute a “qualified settlement fund” within the meaning of Section 468B of the IRC and the Treasury Regulations promulgated thereunder. In addition, Fibreboard received a private letter ruling from the IRS that the Fibreboard Insurance Settlement Trust constitutes a “qualified settlement fund” within the meaning of such provisions. The receipt of property, including Cash and New OCD Common Stock by the Asbestos Personal Injury Trust from the Debtors will not constitute taxable income to the Asbestos Personal Injury Trust, the adjusted tax basis of the assets transferred by the Debtors to the Asbestos Personal Injury Trust should be the fair market value of those assets at the time of receipt, and the Asbestos Personal Injury Trust will likely be taxed on modified gross income as defined within the Treasury Regulations (generally at the highest rate applicable to estates and trusts). The transfer of Existing Fibreboard Insurance Settlement Trust Assets to the Asbestos Personal Injury Trust should not result in net taxable income to the Debtors or the Asbestos Personal Injury Trust.

C. Federal Income Tax Consequences of Holding Rights and Warrants

1. Exercise or Exchange of Rights or Warrants

A Holder of Rights or Warrants will generally not recognize gain or loss for United States federal income tax purposes on the exercise or exchange of its Rights or Warrants received pursuant to the Plan. The Holder’s tax basis in the New OCD Common Stock acquired through exercise or exchange of the Rights or Warrants will equal the sum of the exercise price and the Holder’s tax basis in the Rights or Warrants, determined as described above. The Holder’s holding period in the New OCD Common Stock acquired through exercise will generally begin on the exercise date.

2. Sale of Warrants

A Holder of Warrants will generally recognize gain or loss for United States federal income tax purposes on the sale of its Warrants received pursuant to the Plan in an amount equal to the difference between the amount realized on the sale and the Holder’s tax basis in the Warrants, determined as described above. Gain or loss will be capital if the Warrants are capital assets in the Holder’s hands. If the Holder’s holding period in the Warrants, determined as described above, is more than one year, then the gain or loss will be long-term capital gain or loss.

3. Expiration of Rights or Warrants

A Holder that allows its Rights or Warrants to expire will generally recognize loss for United States federal income tax purposes to the extent of the Holder’s tax basis in the Rights or Warrants, determined as described above.

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D. Importance of Obtaining Professional Tax Assistance

THE FOREGOING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN INCOME TAX CONSEQUENCES OF THE PLAN AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING WITH A TAX PROFESSIONAL. THE ABOVE DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. THE TAX CONSEQUENCES ARE IN MANY CASES UNCERTAIN AND MAY VARY DEPENDING ON A CLAIM HOLDER’S PARTICULAR CIRCUMSTANCES. ACCORDINGLY, CLAIM HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE UNITED STATES FEDERAL, STATE AND LOCAL, AND APPLICABLE FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE PLAN.

E. Reservation of Rights

This tax section is subject to change (possibly substantially) based on subsequent changes to other provisions of the Plan. The Debtors and their advisors reserve the right to further modify, revise or supplement this Section XII of the Disclosure Statement up to five (5) Business Days prior to the Disclosure Statement Hearing and the tax related sections of the Plan up to ten (10) days prior to the Objection Deadline.

XIII. FEASIBILITY OF THE PLAN AND BEST INTERESTS OF CREDITORS

A. Feasibility of the Plan

In connection with confirmation of the Plan, the Bankruptcy Court will have to determine that the Plan is feasible pursuant to Section 1129(a)(11) of the Bankruptcy Code, which means that the confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Debtors.

To support their belief in the feasibility of the Plan, the Debtors have relied, among other things, upon the Financial Projections, which are annexed to this Disclosure Statement as Appendix B.

The Financial Projections indicate that the Reorganized Debtors should have sufficient cash flow to pay and service their debt obligations, including the Exit Facility, and to fund their operations as contemplated by the Business Plan. Accordingly, the Debtors believe that the Plan complies with the financial feasibility standard of Section 1129(a)(11) of the Bankruptcy Code.

The Financial Projections were not prepared with a view toward compliance with the published guidelines of the American Institute of Certified Public Accountants or any other regulatory or professional agency or body or generally accepted accounting principles. Furthermore, the Debtors’ independent certified public accountants have not compiled or examined the Financial Projections and accordingly do not express any opinion or any other form of assurance with respect thereto and assume no responsibility for the Financial Projections.

The Financial Projections assume that (1) the Plan will be confirmed and consummated in accordance with its terms, (2) there will be no material change in legislation or

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regulations, or the administration thereof, including environmental legislation or regulations, that will have an unexpected effect on the operations of the Reorganized Debtors, (3) there will be no change in United States generally accepted accounting principles that will have a material effect on the reported financial results of the Reorganized Debtors, and (4) there will be no material contingent or unliquidated litigation or indemnity claims applicable to the Reorganized Debtors. To the extent that the assumptions inherent in the Financial Projections are based upon future business decisions and objectives, they are subject to change. In addition, although they are presented with numerical specificity and are considered reasonable by the Debtors when taken as a whole, the assumptions and estimates underlying the Financial Projections are subject to significant business, economic and competitive uncertainties and contingencies, many of which will be beyond the control of the Reorganized Debtors. Accordingly, the Financial Projections are speculative in nature. It should be expected that some or all of the assumptions in the Financial Projections will not be realized and that actual results will vary from the Financial Projections, which variations may be material and may increase over time. The Financial Projections should therefore not be regarded as a representation by the Debtors or any other person that the results set forth in the Financial Projections will be achieved. In light of the foregoing, readers are cautioned not to place undue reliance on the Financial Projections. The Financial Projections should be read together with the information in Section VI of this Disclosure Statement entitled “Future Business of the Reorganized Debtors,” which summarizes the Business Plan and certain assumptions underlying the Financial Projections, as well as Section XIV of the Disclosure Statement entitled “Certain Risk Factors to be Considered,” which sets forth important factors that could cause actual results to differ from those in the Financial Projections.

OC is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files periodic reports and other information with the SEC relating to its business, financial statements and other matters. Such filings will not include projected financial information. The Debtors do not intend to update or otherwise revise the Financial Projections, including any revisions to reflect events or circumstances existing or arising after the date of this Disclosure Statement or to reflect the occurrence of unanticipated events, even if any or all of the underlying assumptions do not come to fruition. Furthermore, the Debtors do not intend to update or revise the Financial Projections to reflect changes in general economic or industry conditions.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: The Financial Projections contain statements which constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” in the Financial Projections include the intent, belief or current expectations of OC and members of its management team with respect to the timing, completion and scope of the current restructuring, reorganization plan, Business Plan, bank financing, and debt and equity market conditions and OC’s future liquidity, as well as the assumptions up on which such statements are based. While OC believes that the expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, parties in interest are cautioned that any such forward-looking statements are not guarantees of future performance, and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors

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currently known to management that could cause actual results to differ materially from those contemplated by the forward-looking statements in the Financial Projections include, but are not limited to, further adverse developments with respect to the liquidity position of OC or operations of the various businesses of OC, adverse developments in the bank financing or public or private markets for debt or equity securities of OCD, adverse developments in the timing or results of the implementation of the Business Plan (including the time line to emerge from Chapter 11), the difficulty in controlling industry costs and integrating new operations, the ability of the OC to realize the anticipated general and administrative expense savings and overhead reductions contemplated in the Financial Projections, the ability of OC to maintain profitability of their operations, the level and nature of any restructuring and other one-time charges, the difficulty in estimating costs relating to exiting certain markets and consolidating and closing certain operations, and the possible negative effects of a change in applicable legislation.

B. Acceptance of the Plan

As a condition to confirmation, the Bankruptcy Code requires that each Class of Impaired Claims vote to accept the Plan, except under certain circumstances.

Section 1126(c) of the Bankruptcy Code defines acceptance of a plan by a class of impaired claims as acceptance by holders of at least two thirds (2/3) in dollar amount and more than one half (50%) in number of claims in that class, but for that purpose counts only those who actually vote to accept or to reject the plan. Thus, each of Classes A3-U3, A5, A6-A, A6-B, B6-U6, A10-U10 and A11 will have voted to accept the Plan only if two-thirds (2/3) in dollar amount and a majority in number actually voting in each Class cast their Ballots in favor of acceptance. Holders of Claims who fail to vote are not counted as either accepting or rejecting the Plan.

Section 1126(d) of the Bankruptcy Code defines acceptance of a plan by a class of impaired interests as acceptance by holders of at least two-thirds (2/3) in amount, but for that purpose counts only those who actually vote to accept or reject the plan. Thus Class A12-A will have voted to accept the Plan only if holders of two-thirds (2/3) in amount of Existing OCD Common Stock who vote cast their Ballots in favor of the Plan. Holders of Interests who fail to vote are not counted as either accepting or rejecting the Plan.

In order to satisfy the requirements of Section 524(g)(2)(B)(ii)(IV)(bb) of the Bankruptcy Code, seventy-five (75%) percent of holders of Claims in each of Classes A7 and B8 (covering the respective holders of the OC Asbestos Personal Injury Claims and FB Asbestos Personal Injury Claims) actually voting must vote in favor of the Plan in order for the Reorganized Debtors to obtain the benefits of Section 524(g) of the Bankruptcy Code.

The Voting Procedures provide certain special rules concerning the calculation of the amount of Claims voting in a Class of Claims (for further information regarding voting procedures see Section XVI of this Disclosure Statement entitled “The Solicitation; Voting Procedure.”) The following special rules concerning calculation of the amount of Claims are for illustrative purposes.

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A Ballot will not be counted if a Claim has been disallowed or an objection is pending to the Claim, and the claimant has not obtained, on or before the Voting Deadline, a Bankruptcy Court order allowing such Claim, either in whole or in part, for all purposes or for voting purposes only.

IN ORDER FOR YOUR VOTE TO BE COUNTED, YOUR BALLOT (OR THE MASTER BALLOT CAST ON YOUR BEHALF) MUST BE PROPERLY COMPLETED AS SET FORTH ABOVE AND IN ACCORDANCE WITH THE VOTING PROCEDURES ON THE BALLOT AND RECEIVED NO LATER THAN THE VOTING DEADLINE BY THE VOTING AGENT OR THE SPECIAL VOTING AGENT. DO NOT RETURN ANY STOCK CERTIFICATES OR DEBT INSTRUMENTS WITH YOUR BALLOT. In addition, a vote may be disregarded if the Bankruptcy Court determines, after notice and a hearing, that such acceptance or rejection was not solicited or procured in good faith or in accordance with the provisions of the Bankruptcy Code.

C. Best Interests Test

As noted above, even if a plan is accepted by the holders of each class of claims and interests, the Bankruptcy Code requires a bankruptcy court to determine that the plan is in the best interests of all holders of claims or interests that are impaired by the plan and that have not accepted the plan. The “best interests” test, as set forth in Section 1129(a)(7) of the Bankruptcy Code, requires a bankruptcy court to find either that all members of an impaired class of claims or interests have accepted the plan or that the plan will provide a member who has not accepted the plan with a recovery of property of a value, as of the effective date of the plan, that is not less than the amount that such holder would recover if the debtor were liquidated under Chapter 7 of the Bankruptcy Code.

To calculate the probable distribution to holders of each impaired class of claims and interests if the Debtors were liquidated under Chapter 7, a bankruptcy court must first determine the aggregate dollar amount that would be generated from a debtor’s assets if its Chapter 11 cases were converted to Chapter 7 cases under the Bankruptcy Code. This “liquidation value” would consist primarily of the proceeds from a forced sale of the debtor’s assets by a Chapter 7 trustee.

The amount of liquidation value available to unsecured creditors would be reduced by, first, the claims of secured creditors to the extent of the value of their collateral, and, second, by the costs and expenses of liquidation, as well as by other administrative expenses and costs of both the Chapter 7 cases and the Chapter 11 cases. Costs of liquidation under Chapter 7 of the Bankruptcy Code would include the compensation of a trustee, as well as of counsel and other professionals retained by the trustee, asset disposition expenses, all unpaid expenses incurred by the debtor in its Chapter 11 cases (such as compensation of attorneys, financial advisors and accountants) that are allowed in the Chapter 7 cases, litigation costs, and claims arising from the operations of the debtor during the pendency of the Chapter 11 cases. The liquidation itself would trigger certain priority payments that otherwise would be due in the ordinary course of business. Those priority claims would be paid in full from the liquidation proceeds before the balance would be made available to pay general claims or to make any distribution in respect of equity interests. The liquidation would also prompt the rejection of a large number of executory contracts and unexpired leases and thereby significantly enlarge the total pool of unsecured claims by reason of resulting rejection claims.

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Once the court ascertains the recoveries in liquidation of secured creditors and priority claimants, it must determine the probable distribution to general unsecured creditors and equity security holders from the remaining available proceeds in liquidation. If such probable distribution has a value greater than the distributions to be received by such creditors and equity security holders under the plan, then the plan is not in the best interests of creditors and equity security holders.

D. Liquidation Analysis

In order to determine the amount of liquidation value available to creditors, the Debtors, with the assistance of their financial advisor, Lazard, prepared a liquidation analysis, annexed hereto as Appendix C (the “Liquidation Analysis”), which concludes that in a Chapter 7 liquidation, holders of Allowed Claims in the impaired classes of each of the Debtors would receive less than under the Plan. This conclusion is premised upon the assumptions set forth in Appendix C hereto, which the Debtors and Lazard believe are reasonable.

Notwithstanding the foregoing, the Debtors believe that any liquidation analysis with respect to the Debtors is inherently speculative. The liquidation analysis for the Debtors necessarily contains estimates of the net proceeds that would be received from a sale of assets and/or business units, as well as the amount of Claims that will ultimately become Allowed Claims. Claims estimates are based solely upon the Debtors’ incomplete review of any Claims filed and the Debtors’ books and records. Except for the OCD Asbestos Personal Injury Estimation Order, no order or finding has been entered by the Bankruptcy Court estimating or otherwise fixing the amount of Claims at the projected amounts of Allowed Claims set forth in the liquidation analysis. In preparing the liquidation analysis, the Debtors have projected an amount of Allowed Claims that is at the lowest end of a range of reasonableness such that, for purposes of the liquidation analysis, the largest possible Chapter 7 liquidation dividend to holders of Allowed Claims can be assessed. The estimate of the amount of Allowed Claims set forth in the liquidation analysis should not be relied on for any other purpose, including, without limitation, any determination of the value of any distribution to be made on account of Allowed Claims under the Plan. The estimate of Allowed Claims is based upon different assumptions and formula for different purposes than the estimates of Allowed Claims set forth in other sections of this Disclosure Statement.

The Plan Proponents and Lazard have assumed that a Chapter 7 trustee would be forced to sell assets in a traditional “bricks and mortar” liquidation with the loss of most if not all “going-concern” value attributable to the Debtors’ assets. For purposes of this analysis, the Plan Proponents and Lazard have also assumed that future asbestos claimants would participate in distributions in a Chapter 7 liquidation, rather than make a speculative assumption to the contrary, including speculation as to the priority of asbestos claims which accrue under state law during the bankruptcy case (after the Petition Date or conversion date and before the case were closed). As a result of the foregoing, the Plan Proponents and Lazard assert that holders of Allowed Claims in each of the impaired classes would receive less in a Chapter 7 liquidation than under the Plan.

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For a more detailed discussion of this liquidation analysis and the dispute with the Unsecured Creditors’ Committee, see Appendix C to this Disclosure Statement. The Bankruptcy Court or the District Court will determine, in conjunction with confirmation, whether the Plan satisfies the “best interests test” of Section 1129(a)(7).

E. Valuation of the Reorganized Debtors

THE VALUATION INFORMATION CONTAINED IN THIS SECTION WITH REGARD TO THE REORGANIZED DEBTORS IS NOT A PREDICTION OR GUARANTEE OF THE ACTUAL MARKET VALUE THAT MAY BE REALIZED THROUGH THE SALE OF ANY SECURITIES TO BE ISSUED PURSUANT TO THE PLAN.

1. Overview

The Debtors have been advised by Lazard, its financial advisor, with respect to the consolidated Enterprise Value (as hereinafter defined) of the Reorganized Debtors (which consists of the aggregate enterprise value of Reorganized OCD and its direct and indirect Subsidiaries, including both Debtor and Non-Debtor Subsidiaries) on a going-concern basis. The consolidated total value available for distribution (the “Total Distributable Value”) to holders of Allowed Claims and Interests is comprised of the following components: (a) the estimated value of the Reorganized Debtors’ operations on a going concern basis (the “Enterprise Value,” as identified above), (b) the value of net operating loss tax carryforwards (the “NOL Value”) as of an assumed Effective Date of October 30, 2006, with which the Debtors will emerge from bankruptcy, and (c) the estimated amount of cash-on-hand in excess of that which is required to operate the business (“Excess Cash”) as of an assumed Effective Date of October 30, 2006.

For purposes of the Plan, and based on terms negotiated by the representatives of the principal creditor and equity constituencies, the Enterprise Value plus NOL Value was assumed to be $5.858 billion and the Total Distributable Value of the Reorganized Debtors was assumed to be approximately $7.290 billion as of an assumed Effective Date of October 30, 2006. This estimated Total Distributable Value includes no less than $200 million associated with the expected utilization of NOLs created as part of the Plan²³ and $1.432 billion deemed to be Excess Cash.

THE ASSUMED TOTAL DISTRIBUTABLE VALUE, AS OF AN ASSUMED EFFECTIVE DATE OF OCTOBER 30, 2006, REFLECTS INFORMATION IN RESPECT OF THE BUSINESS AND ASSETS OF THE DEBTORS AVAILABLE AS OF MAY 2006. IT SHOULD BE UNDERSTOOD THAT, ALTHOUGH SUBSEQUENT DEVELOPMENTS MAY AFFECT THESE VALUES, NEITHER THE DEBTORS NOR LAZARD SHALL HAVE ANY OBLIGATION TO UPDATE, REVISE OR REAFFIRM THESE ESTIMATES.

²³ The Debtors and their advisors continue to analyze, and conduct due diligence with respect to, the Debtors’ available NOLs as of the projected Effective Date, and anticipate completing their analysis and further updating such NOL estimate no later than ten (10) Business Days prior to the Objection Deadline, which estimate may vary from, and may potentially be greater than, the estimate set forth herein.

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For purposes of the Plan, Lazard prepared the following hypothetical range of the Enterprise Value of the Reorganized Debtors. Based upon an assumed range of the Enterprise Value of the Reorganized Debtors plus NOL Value of between $5.4 billion and $6.4 billion, less an assumed total debt of $1.916 billion as of an assumed Effective Date of October 30, 2006 (including approximately $55 million of existing debt, $1.8 billion of Exit Financing and approximately $61 million principal amount of debt issued to the IRS for its Allowed Priority Tax Claim), Lazard imputed an estimated range of equity values for the Reorganized Debtors of between $3.484 billion and $4.484 billion. Assuming a distribution of 131.4 million shares of New OCD Common Stock pursuant to the Plan, the imputed estimate of the range of equity values on a per share basis is between $26.51 and $34.13 per share. For purposes of the Plan, assuming an Enterprise Value plus NOL Value of $5.858 billion and an imputed equity value of $3.942 billion, the imputed equity value on a per share basis is $30.00 per share. Lazard’s estimate of the hypothetical range of Enterprise Value does not constitute an opinion as to fairness from a financial point of view of the consideration to be received under the Plan or of the terms and provisions of the Plan.

The equity value of $30.00 per share does not give effect to the potentially dilutive impact of any stock options that may be granted under a management incentive plan. At this time, it is anticipated that any stock options issued as of the Effective Date would be granted with an exercise price equal to the $30.00 per share Plan value. In addition, the equity value of $30.00 per share does not give effect to the potentially dilutive impact of the Warrants which are expected to be issued pursuant to the Plan. The Class A11 Warrants shall consist of Warrants to obtain approximately 17.5 million shares of New OCD Common Stock (11.167% on a fully diluted basis before any management stock) with an exercise price of $43.00 per share. The Class A12-A Warrants shall consist of Warrants to obtain approximately 7.8 million shares of New OCD Common Stock (5% on a fully diluted basis before any management stock options) with an exercise price of $45.25 per share.

With respect to the Financial Projections prepared by the management of the Debtors and included as Appendix B to this Disclosure Statement, Lazard assumed that such Financial Projections were reasonably prepared in good faith and on a basis reflecting the most accurate currently available estimates and judgments of the Debtors as to the future operating and financial performance of the Reorganized Debtors. Lazard’s estimate of a range of Enterprise Value assumes that operating results projected by the Debtors will be achieved by the Reorganized Debtors in all material respects, including revenue growth and improvements in operating margins, earnings and cash flow. If the business performs at levels below those set forth in the Financial Projections, such performance may have a material impact on Enterprise Value.

In estimating the hypothetical range of the Enterprise Value and equity value of the Reorganized Debtors, Lazard (a) reviewed certain historical financial information of OC for recent years and interim periods; (b) reviewed certain internal financial and operating data of OC, including the Financial Projections as described in Section VI.D of this Disclosure Statement, which data was prepared and provided to Lazard by the management of OC and which relate to OC’s business and its prospects; (c) met with certain members of senior management of OC to discuss OC’s operations and future prospects; (d) reviewed publicly available financial data and considered the market value of public companies that Lazard deemed

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generally comparable to the operating business of OC; (e) considered relevant precedent transactions in the building products industry; (f) considered certain economic and industry information relevant to the operating business; and (g) conducted such other studies, analysis, inquiries, and investigations as it deemed appropriate. Although Lazard conducted a review and analysis of OC’s business and the Reorganized Debtors’ business plan, it assumed and relied on the accuracy and completeness of all financial and other information furnished to it by OC, as well as publicly available information.

Lazard did not independently verify management’s projections in connection with such estimates of the Enterprise Value and equity value, and no independent valuations or appraisals of OC were sought or obtained in connection herewith. In the case of the Reorganized Debtors, the estimates of the Enterprise Value prepared by Lazard represent the hypothetical reorganization value of the Reorganized Debtors. Such estimates were developed solely for purposes of the Plan and the analysis of implied relative recoveries to creditors thereunder. Such estimates reflect computations of the range of the estimated Enterprise Value of the Reorganized Debtors through the application of various valuation techniques and do not purport to reflect or constitute appraisals, liquidation values or estimates of the actual market value that may be realized through the sale of any securities to be issued pursuant to the Plan, which may be significantly different than the amounts set forth herein.

The value of an operating business is subject to numerous uncertainties and contingencies that are difficult to predict and will fluctuate with changes in factors affecting the financial condition and prospects of such a business. As a result, the estimate of the range of the Enterprise Value of the Reorganized Debtors set forth herein is not necessarily indicative of actual outcomes, which may be significantly more or less favorable than those set forth herein. Because such estimates are inherently subject to uncertainties, neither OC, Lazard, nor any other person assumes responsibility for their accuracy. In addition, the valuation of newly issued securities is subject to additional uncertainties and contingencies, all of which are difficult to predict. Actual market prices of such securities at issuance will depend upon, among other things, prevailing interest rates, conditions in the financial markets, the anticipated initial securities holdings of pre-petition creditors, some of whom may prefer to liquidate their investment rather than hold it on a long-term basis, and other factors that generally influence the prices of securities.

As noted above, this valuation consists of the aggregate enterprise value of Reorganized OCD and its direct and indirect Subsidiaries, including both Debtor and Non-Debtor Subsidiaries) on a going-concern basis. The Plan is premised upon complete deconsolidation of the Debtor entities. As such, the values of the separate Debtor and Non-Debtor Subsidiaries and the Claims against the Debtors and liabilities of the Non-debtor Subsidiaries may affect what is available for distribution to the creditors of each separate Debtor. The assumptions for purposes of estimation of distributions in this Disclosure Statement may be found in Schedule XII to the Plan and Appendix I to this Disclosure Statement, entitled “Distribution Assumptions”.

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2. Additional Assumptions Regarding the Reorganized Debtors

With respect to the valuation of the Reorganized Debtors, in addition to the foregoing, Lazard has relied upon the following assumptions:

• The Reorganized Debtors’ Enterprise Value consists of the aggregate enterprise value of Reorganized OCD and its direct and indirect Subsidiaries, including the Non-Debtor Subsidiaries.

• The Enterprise Value of the Reorganized Debtors assumes the pro forma debt levels (as set forth in the Financial Projections) adjusted for ownership percentages in order to calculate a range of equity value.

• The projections for the Reorganized Debtors are predicated upon the assumption that Reorganized OCD will be able to obtain all necessary financing, as described herein, and that no asset sales other than those contemplated to be consummated by the Company prior to the Effective Date, or assumed in the Financial Projections, will be required to meet the Reorganized Debtors’ ongoing financial requirements. Lazard makes no representations as to whether the Company will obtain financing or consummate such asset sales or as to the terms upon which such financing may be obtained or such asset sales may be consummated.

• The present senior management of OC will continue following consummation of the Plan, and general financial and market conditions as of the assumed Effective Date of the Plan will not differ materially from those conditions prevailing as of the date of this Disclosure Statement.

Lazard’s valuation represents a hypothetical value that reflects the estimated intrinsic value of the Company derived through the application of various valuation techniques. Such analysis does not purport to represent valuation levels which would be achieved in, or assigned by, the public markets for debt and equity securities or private markets for corporations. Estimates of Enterprise Value do not purport to be appraisals or necessarily reflect the values which may be realized if assets are sold as a going concern, in liquidation, or otherwise.

3. Valuation Methodology

The following is a brief summary of certain financial analyses performed by Lazard to arrive at its estimation of the Enterprise Value and Total Distributable Value of the Reorganized Debtors. Lazard performed certain procedures, including each of the financial analyses described below, and reviewed the assumptions with the management of OC on which such analyses were based and other factors, including the projected financial results of the

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Reorganized Debtors. Lazard’s estimate of Enterprise Value must be considered as a whole and selecting just one methodology or portions of the analysis, without considering the analysis as a whole, could create a misleading or incomplete conclusion as to Enterprise Value.

Under the valuation methodologies summarized below, Lazard derived a range of Enterprise Values assuming the Reorganized Debtors are full taxpayers. Lazard separately analyzed the value of the Debtors’ tax attributes, including NOLs, as of the assumed Effective Date and added this value and the Excess Cash to the Enterprise Value range to calculate a Total Distributable Value range. A discussion of Lazard’s analysis of such tax attributes, including the methodology used to value them, is presented below in Section XIII.E.3(d).

(a) Discounted Cash Flow Analysis

The Discounted Cash Flow (“DCF”) analysis is a forward-looking enterprise valuation methodology that relates the value of an asset or business to the present value of expected future cash flows to be generated by that asset or business. Under this methodology, projected future cash flows are discounted by the business’ weighted average cost of capital (the “Discount Rate”). The Discount Rate reflects the estimated blended rate of return that debt and equity investors would require to invest in the business based on its capital structure. This DCF analysis has two components: the present value of the projected un-levered after-tax free cash flows for a determined period and the present value of the terminal value of cash flows (representing firm value beyond the time horizon of the projections).

As the estimated cash flows, estimated Discount Rate and expected capital structure of the Reorganized Debtors are used to derive a potential value, an analysis of the results of such an estimate is not purely mathematical, but instead involves complex considerations and judgments concerning potential variances in the projected financial and operating characteristics of the Reorganized Debtors, as well as other factors that could affect the future prospects and cost of capital considerations for the Reorganized Debtors.

The DCF calculation was performed based on un-levered after-tax free cash flows for the projection period 2007 to 2014. Lazard utilized management’s detailed financial projections for the period 2006 to 2008 as the primary input. Management assisted Lazard with the development of projections for the extended period of 2009 to 2014, which period includes a downturn in the business cycle. Beginning with earnings before interest and taxes (“EBIT”), the analysis taxes this figure at an assumed rate of 40% to calculate an un-levered net income figure. The analysis then adds back the non-cash operating expense of depreciation and amortization. In addition, other factors affecting free cash flow are taken into account, such as the change in working capital and capital expenditures, all of which do not affect the income statement and therefore require separate adjustments in the calculation.

In performing the calculation, Lazard made assumptions for the Discount Rate, which is used to value future cash flows based on the riskiness of the projections, and the exit multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”), which is used to determine the future value of the enterprise after the end of the projected period. To estimate the Discount Rate, Lazard used the cost of equity and the after-tax cost of debt for the Reorganized Debtors, assuming a range of targeted long-term capital structure of approximately 30% to 40% debt to total capital.

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Lazard estimated the cost of equity based on the Capital Asset Pricing Model, which assumes that the required equity return is a function of the risk-free cost of capital and the correlation (“Beta”) of a publicly traded stock’s performance to the return on the broader market. Lazard used Betas from comparable companies on an un-levered basis to determine a composite un-levered Beta. In estimating the Reorganized Debtors’ cost of debt, Lazard considered a number of factors including the likely interest associated with the Reorganized Debtors’ post-emergence financing, the expected term of such financing, and the effective yield for publicly traded debt securities for comparable companies in the industry. Lazard’s DCF valuation was based upon a range of Discount Rates between 10.5% and 11.5%, with a mid-point of 11.0%. In determining an EBITDA exit multiple, Lazard relied upon various analyses including a review of current and historical EBITDA trading multiples for the Debtors and comparable companies operating in the building products sector. Lazard’s terminal value was based upon a range of EBITDA multiples between 7.0x and 8.0x, with a mid-point of 7.5x. Lazard believes that this range of EBITDA multiples is consistent with the observed multiples for companies similar to the Debtors that operate in cyclical industry sectors.

(b) Publicly Traded Company Analysis

A publicly traded company analysis estimates value based on a comparison of the target company’s financial statistics with the financial statistics of public companies that are similar to the target company. The analysis establishes a benchmark for asset valuation by deriving the value of “comparable” assets, standardized using a common variable such as EBIT and EBITDA. The analysis includes a detailed multi-year financial comparison of each company’s income statement, balance sheet, and cash flow statement. In addition, each company’s performance, profitability, margins, leverage and business trends are also examined. Based on these analyses, a number of financial multiples and ratios are calculated to gauge each company’s relative performance and valuation.

A key factor to this approach is the selection of companies with relatively similar business and operational characteristics to the target company. Criteria for selecting comparable companies for the analysis include, among other relevant characteristics, similar lines of businesses, business risks, growth prospects, maturity of businesses, market presence, size, and scale of operations. The selection of truly comparable companies is often difficult and subject to limitations due to sample size and the availability of meaningful market-based information. However, the underlying concept is to develop a premise for relative value, which, when coupled with other approaches, presents a foundation for determining firm value.

In performing the Comparable Public Company Analysis, the following publicly traded companies (“Peer Group”) deemed generally comparable to the Debtors in one or more of the factors described above, were selected: American Woodmark, Black & Decker, CRH, Elkcorp, Griffon, James Hardie, Masco, NCI Building Systems, Owens Illinois, PPG Industries, and Sherwin Williams. Lazard excluded several building products manufacturers that were deemed not comparable because of size, specific product comparability and/or status of comparable companies (e.g., currently in a chapter 11).

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Lazard primarily observed valuation ratios as a function of enterprise value of each company as indicated by the book value of debt less cash plus the equity market capitalization. Lazard calculated multiples for the Peer Group of enterprise value to various historical and projected earnings measures, including EBIT and EBITDA. To calculate the multiple of enterprise value to EBITDA, Lazard divided the enterprise values of each comparable company by their last twelve months (“LTM”) EBITDA and projected EBITDA for 2006 and 2007 (as estimated in current equity research and I/B/E/S data services). This analysis produced multiples of enterprise value as follows:

• LTM EBITDA multiple ranging from a low of approximately 6.9x to a high of 9.3x, with a mean of approximately 8.1x;

• Estimated 2006 EBITDA multiple ranging from a low of approximately 6.2x to a high of approximately 9.1x, with a mean of approximately 7.4x;

• Estimated 2007 EBITDA multiple ranging from a low of approximately 5.1x to a high of approximately 7.6x, with a mean of approximately 6.8x.

Having calculated these statistics and other similar statistics, Lazard then applied a range of multiples to the Debtors’ financial results and forecasts, including LTM EBITDA ($825 million) and forecasted 2006 and 2007 EBITDA ($865 million and $925 million, respectively) to determine a range of Enterprise Values. Lazard’s application of these multiples to the Reorganized Debtors’ financial results took into account a variety of factors, both quantitative and qualitative, in an effort to consider the relative valuation which the Reorganized Debtors would command given the availability of alternative investments. It should be noted that these multiples are based upon profitability metrics which could generally be described as representing a possible “peak” of the business cycle. In addition, the observed multiples are generally higher than historical averages.

(c) Precedent Transactions Analysis

Precedent transactions analysis estimates value by examining public merger and acquisition transactions. An analysis of a company’s transaction value as a multiple of various operating statistics provides industry-wide valuation multiples for companies in similar lines of businesses to the Debtors. These transaction multiples were calculated based on the purchase price (including any debt assumed, less cash) paid to acquire companies that are comparable to the Debtors. These multiples were then applied to the Reorganized Debtors’ key operating statistics, to determine the total enterprise value or value to a potential strategic buyer. Lazard evaluated each of these multiples and made judgments as to their relative significance in determining the Reorganized Debtors’ range of reorganization value.

Unlike the comparable public company analysis, the valuation in this methodology includes a “control” premium, representing the purchase of a majority or controlling position in a company’s assets. Thus, this methodology generally produces higher valuations than the comparable public company analysis. Other aspects of value that manifest

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itself in a precedent transaction analysis include the following: (a) circumstances surrounding a merger transaction may introduce idiosyncratic factors into the analysis (e.g., an additional premium may be extracted from a buyer in the case of a competitive bidding contest); (b) the market environment is not identical for transactions occurring at different periods of time; and (c) circumstances pertaining to the financial position of a company may have an impact on the resulting purchase price (e.g., a company in financial distress may receive a lower price due to perceived weakness in its bargaining leverage).

As with the comparable company analysis, because no acquisition used in any analysis is identical to a target transaction, valuation conclusions cannot be based solely on quantitative results. The reasons for and circumstances surrounding each acquisition transaction are specific to such transaction, and there are inherent differences between the businesses, operations and prospects of each. Therefore, qualitative judgments must be made concerning the differences between the characteristics of these transactions and other factors and issues that could affect the price an acquirer is willing to pay in an acquisition. The number of completed transactions over the prior three years for which public data is available also limits this analysis. Because the precedent transaction analysis explains other aspects of value besides the inherent value of a company, there are limitations as to its use in the Reorganized Debtors’ valuation.

Lazard evaluated various merger and acquisition transactions that have occurred in the building products industry between 2000 and 2006. Lazard calculated multiples of Transaction Value (as hereinafter defined) to the latest twelve months’ (“LTM”) EBITDA and EBIT of the target companies by dividing the disclosed purchase price of the target’s equity, plus any debt assumed as part of the transaction (the “Transaction Value,” as identified above), by disclosed LTM EBITDA and EBIT. This analysis produced multiples of Transaction Value to LTM EBITDA ranging from a low of approximately 4.4x to a high of approximately 9.9x, with a mean of approximately 7.0x. Lazard then applied a range of multiples to the Debtors’ LTM EBITDA and EBIT to determine a range of Enterprise Values.

(d) Analysis of Post-Emergence Tax Attributes

The Reorganized Debtors expect to have NOLs following their emergence from bankruptcy. It is expected that the Debtors NOLs as of the filing date, plus the NOLs created through the funding of the 524(g) Trust, will exceed cancellation of debt income (COD). Lazard has valued these NOLs of the Reorganized Debtors by calculating the present value of the tax savings they would be expected to provide relative to the taxes the Reorganized Debtors would otherwise pay absent the availability of such attributes. Lazard assumed that the cash flows resulting from the benefit of Reorganized Debtors’ tax attributes will be subject to an annual utilization limitation, per Section 382(l)(6) of the Tax Code, of approximately $170 million. These cash flows were then discounted at a range of discount rates, based on the Reorganized Debtors’ cost of capital. Furthermore, Lazard took into account a variety of qualitative factors in estimating the value of the NOLs at no less than $200 million, including such factors as implementation and utilization risk.²⁴

²⁴ The Debtors and their advisors continue to analyze, and conduct due diligence with respect to, the Debtors’ available NOLs as of the projected Effective Date, and anticipate completing their analysis and further updating such NOL estimate no later than ten (10) Business Days prior to the Objection Deadline, which estimate may vary from, and may potentially be greater than, the estimate set forth herein.

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(e) Analysis of Class 11 and Class 12 Warrants

Pursuant to the Plan, the Reorganized Debtors will issue the Class A11 Warrants and the Class A12-A Warrants. The Class A11 Warrants shall consist of Warrants to obtain approximately 17.5 million shares of New OCD Common Stock (11.167% on a fully diluted basis before any management stock) with an exercise price of $43.00 per share. The Class A12-A Warrants shall consist of Warrants to obtain approximately 7.8 million shares of New OCD Common Stock (5% on a fully diluted basis before any management stock options) with an exercise price of $45.25 per share. While the intrinsic value of the Warrants is zero given that the Warrants are “out-of-the-money” assuming a $30.00 share price, it is very likely that the Warrants will have market value. Using a Black-Scholes valuation methodology, the theoretical value range of the Class 11 Warrants could be expected to be between $6.20 and $9.20 per Warrant and the Class 12 Warrants could be expected to be between $5.60 and $8.60 per Warrant. The key assumptions for this valuation methodology include the following: risk-free rate of 5.0%, volatility of between 20% to 30%, 0% dividend policy, time to expiration of seven years, stock price equal to the Plan value of $30.00, and exercise price of $43.00 for Class A11 Warrants and $45.25 for Class A12-A Warrants.

THE SUMMARY SET FORTH ABOVE DOES NOT PURPORT TO BE A COMPLETE DESCRIPTION OF THE ANALYSES PERFORMED BY LAZARD. THE PREPARATION OF AN ESTIMATE INVOLVES VARIOUS DETERMINATIONS AS TO THE MOST APPROPRIATE AND RELEVANT METHODS OF FINANCIAL ANALYSIS AND THE APPLICATION OF THESE METHODS IN THE PARTICULAR CIRCUMSTANCES AND, THEREFORE, SUCH AN ESTIMATE IS NOT READILY SUSCEPTIBLE TO SUMMARY DESCRIPTION. IN PERFORMING THEIR ANALYSES, LAZARD AND THE DEBTORS MADE NUMEROUS ASSUMPTIONS WITH RESPECT TO INDUSTRY PERFORMANCE, BUSINESS AND ECONOMIC CONDITIONS AND OTHER MATTERS. THE ANALYSES PERFORMED BY LAZARD ARE NOT NECESSARILY INDICATIVE OF ACTUAL VALUES OR FUTURE RESULTS, WHICH MAY BE SIGNIFICANTLY MORE OR LESS FAVORABLE THAN SUGGESTED BY SUCH ANALYSES.

F. Application of the “Best Interests” of Creditors Test to the Liquidation Analysis and the Valuation

It is impossible to determine with any specificity the value each creditor will receive as a percentage of its Allowed Claim. This difficulty in estimating the value of recoveries is due to, among other things, the lack of any public market for the New OCD Common Stock.

Notwithstanding the difficulty in quantifying recoveries to holders of Allowed Claims with precision, the Debtors believe that the financial disclosures and projections contained herein imply a greater or equal recovery to holders of Claims in Impaired Classes than the recovery available in a Chapter 7 liquidation. As set forth below, the Debtors have set forth an estimate of the comparative distributions between a Chapter 7 liquidation and the Plan.

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Accordingly, the Debtors believe that the “best interests” test of Section 1129 of the Bankruptcy Code is satisfied.

Because the Unsecured Creditors’ Committee previously contended that the liquidation analysis is not permitted to assume any payment to future asbestos claimants in a Chapter 7 liquidation, and based on certain other assumptions, the Unsecured Creditors’ Committee contended that creditors would receive more in a Chapter 7 liquidation than under the Plan. Therefore, the Unsecured Creditors’ Committee contended that the plans filed prior to the Plan failed to satisfy the “best interests test” of Section 1129(a)(7). The Plan Proponents and Lazard disagree with this analysis. For a more detailed discussion of this dispute, see Section XIII.D of this Disclosure Statement entitled “Liquidation Analysis” and the Liquidation Analysis contained in Appendix C. The Bankruptcy Court or the District Court will determine, in conjunction with confirmation, whether the Plan satisfies the “best interests test” of Section 1129(a)(7).

G. Confirmation Without Acceptance of All Impaired Classes: “Cramdown”

The Debtors will request confirmation of the Plan, as it may be modified from time to time, under Section 1129(a) of the Bankruptcy Code, and have reserved the right to modify the Plan to the extent, if any, that confirmation pursuant to Section 1129(b) of the Bankruptcy Code requires modification.

Section 1129(b) of the Bankruptcy Code provides that a plan can be confirmed even if it is not accepted by all impaired classes of claims and interests, as long as at least one impaired class of claims has accepted the plan. The Bankruptcy Court may confirm a plan notwithstanding the rejection or deemed rejection of an impaired class of claims or interests if the plan “does not discriminate unfairly” and is “fair and equitable” as to each impaired class that has rejected, or is deemed to have rejected, the plan.

A plan does not discriminate unfairly within the meaning of the Bankruptcy Code if a rejecting impaired class is treated equally with respect to other classes of equal rank. The Bankruptcy Code establishes different standards for what is “fair and equitable” for holders of unsecured claims, and equity interests.

A plan is fair and equitable as to a class of unsecured claims that rejects the plan if, among other things, the plan provides (1) that each holder of a claim in the rejecting class will receive or retain on account of its claim property that has a value, as of the effective date of the Plan, equal to the allowed amount of the claim or (2) that no holder of a claim that is junior to the claims of the rejecting class will receive or retain under the plan any property on account of such junior claim.

With respect to equity interests, a plan is fair and equitable as to a class of equity interests that rejects the plan if, among other things, the plan provides (1) that each holder of an equity interest in the rejecting class will receive or retain on account of such interest property that has a value, as of the effective date of the plan, equal to the greatest of the allowed amount

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of any fixed liquidation preference to which such holder is entitled, any fixed redemption price to which such holder is entitled, or the value of such interest; or (2) that the holder of any interest that is junior to the interest of such class will not receive under the plan any property on account of such junior interest.

The Debtors believe that the Plan may be confirmed pursuant to the above-described “cramdown” provisions, over the dissent of certain Classes of Claims and Interests, including Class I12 (which is deemed to have rejected the Plan) in view of the treatment proposed for such Classes. The Debtors would seek confirmation of the Plan pursuant to the above-described “cramdown” provisions over the dissent of any Class other than Classes A7 and B8. In addition, the Debtors do not believe that the Plan unfairly discriminates against, or is otherwise unfair or inequitable, with respect to any Class who may vote to reject the Plan.

Various objectors have stated that they will object to confirmation and that the Plan does not meet certain requirements for confirmation under Section 1129 of the Bankruptcy Code. The Plan Proponents believe the Plan in confirmable under Section 1129. Any such objections will be adjudicated by the Bankruptcy Court at the Confirmation Hearing.

XIV. CERTAIN RISK FACTORS TO BE CONSIDERED

A. Certain Factors Relating to the Chapter 11 Proceedings

1. A small group of holders may own a majority of the outstanding shares of New OCD Common Stock and might thereby be able to control Reorganized OCD.

Under certain conditions a small number of holders with significant holdings could, in the aggregate, beneficially own more than 50% of the issued and outstanding shares of New OCD Common Stock. In such circumstances, such small group of significant holders (acting together) would potentially have significant control over Reorganized OCD and eventually might have the power to elect the majority of the Reorganized OCD directors. By virtue of this ability to elect a majority of directors, such holders would potentially have the power to appoint new management and approve many actions requiring the approval of the holders of New OCD Common Stock, including adopting certain amendments to the Amended and Restated Certificate of Incorporation and approving mergers or sales of all or substantially all of Reorganized OCD’s assets. Accordingly, it is possible that either a single majority holder or a small group of significant stakeholders choosing to act together could effectively control the strategic direction and significant corporate transactions of Reorganized OCD, and their respective interests in these matters may conflict with the interests of Reorganized OCD’s other stakeholders. As a result, such majority holders could cause Reorganized OCD to take actions the other stakeholders do not support. This concentration of ownership could also facilitate or hinder a negotiated change of control of Reorganized OCD, and, consequently, could have an impact upon the value of the New OCD Common Stock.

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2. There can be no assurance that the Plan will be consummated as proposed.

The Plan sets forth a method, determined by negotiation between OC and certain of its creditor constituencies, for resolving Claims and reorganizing the Debtors. However, the Plan has not been approved by all of the Debtors’ creditor constituencies and, as a result, there remains significant uncertainty as to whether the proposed resolution of Claims as described herein (including the amount and form of recoveries) will be effected. Although it is possible under applicable bankruptcy law to approve and confirm a plan of reorganization over the objection of various creditor groups, no assurance can be given that such a resolution will be achievable in this instance. Claimants who object to the terms of the Plan may be expected to challenge it in court proceedings and there can be no assurance that any such proceedings will be resolved favorably to the Debtors or that such proceedings, or further negotiations, will not result in significant changes to the terms of the Plan, including the amount and form of recoveries.

The proposed relative amounts of recovery by holders of Claims and Interests is the result of negotiation among various of the constituencies of claimants with the Company, as well as the application of legal principles regarding ranking of Claims and Interests, and other matters. While the Company believes that the overall treatment of Claims and Interests under the Plan is fair and reasonable, not all Claims and Interests are treated equally, and certain Claims and Interests receive no distributions pursuant to the Plan.

The ultimate recoveries under the Plan to holders of Claims (other than holders whose entire Distribution is paid in Cash under the Plan) depend upon the realizable value of the Senior Notes and the New OCD Common Stock, which are subject to a number of material risks, including, but not limited to, those specified below under the caption “Certain Factors Relating to Securities to be Issued Pursuant to the Plan.” In addition, changes to the terms of the Plan, including to the form and amount of recoveries, may significantly affect the nature of recoveries, or may make further distinctions between the recoveries applicable to different classes of creditors.

3. Even if holders of Claims vote to approve the Plan, there can be no assurance that the Plan will be confirmed by the Bankruptcy Court and consummated.

Even if all Impaired Classes entitled to vote in fact vote in favor of the Plan and, with respect to any Impaired Class deemed to have rejected the Plan, the requirements for “cramdown” are met, the Bankruptcy Court, which as a court of equity may exercise substantial discretion, may choose not to confirm the Plan. Section 1129 of the Bankruptcy Code requires, among other things, a showing that confirmation of the Plan will not be followed by liquidation or the need for further financial reorganization of the Debtors (see Section XIII.A of this Disclosure Statement), and that the value of distributions to dissenting holders of Claims and Interests may not be less than the value such holders would receive if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code. See Section XIII.C of this Disclosure Statement. Although the Debtors believe that the Plan will meet such tests, there can be no assurance that the Bankruptcy Court will reach the same conclusion. See Appendix C annexed hereto for a liquidation analysis of the Debtors. The Bankruptcy Court or the District Court will determine, in conjunction with confirmation, whether the Plan satisfies the “best interests test” of Section 1129(a)(7).

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The Plan provides for certain conditions that must be fulfilled prior to confirmation of the Plan and the Effective Date. As of the date of this Disclosure Statement, there can be no assurance that any or all of the conditions in the Plan will be met (or waived), that other conditions to consummation, if any, will be satisfied, or that supervening factors will not prevent the Plan from being consummated. Accordingly, even if the Plan is confirmed by the Bankruptcy Court, there can be no assurance that the Plan will be consummated. If a liquidation or protracted reorganization were to occur, there is a substantial risk that the value of the Debtors’ enterprise would be substantially eroded to the detriment of all stakeholders.

B. Certain Factors Relating to Securities to be Issued Pursuant to the Plan

The Senior Notes and the shares of New OCD Common Stock that will be issued pursuant to the Plan are securities for which there is currently no market. While the Debtors may apply to list the Senior Notes or the New OCD Common Stock, or both, on a securities exchange, or to have them included in an interdealer quotation system, no determination to do so has been made. Accordingly, there can be no assurance as to the development or liquidity of any market for the Senior Notes or the shares of New OCD Common Stock. If a trading market does not develop or is not maintained, holders of Senior Notes or shares of New OCD Common Stock may experience difficulty in reselling such securities or may be unable to sell them at all. Even if such market were to exist, such securities could trade at prices higher or lower than the value attributed to such securities in connection with their distribution under the Plan, depending upon many factors, including, without limitation, prevailing interest rates, markets for similar securities, industry conditions and the performance of, and investor expectations for, the Reorganized Debtors. In addition, some persons who receive Senior Notes and shares of New OCD Common Stock may prefer to liquidate their investment in the near term rather than hold such securities on a long-term basis. Accordingly, any market for such securities may be volatile, at least for an initial period following the Effective Date, and may be depressed until the market has had time to absorb any such sales and to observe the performance of the Reorganized Debtors.

C. Certain Factors Relating to the Reorganized Debtors

1. The financial projections are inherently uncertain.

The Financial Projections set forth in Appendix B hereto cover the Debtors’ projected future operations through fiscal 2008. The Financial Projections contain statements which constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” in the Financial Projections include the intent, belief or current expectations of OC and members of its management team with respect to the timing and completion of the implementation of the Plan, the feasibility of the Business Plan, the availability of bank and other financing, the conditions of the debt and equity markets, the state of general business and economic conditions, and OC’s future liquidity, as well as the assumptions upon which such statements are based. While OC believes that these expectations are based on reasonable assumptions within the bounds of its knowledge of its

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business and operations, parties in interest are cautioned that any such forward-looking statements are not guaranties of future performance, and involve risks and uncertainties, and that actual results are likely to differ materially from those contemplated by such forward-looking statements.

Important factors currently known to OC’s management that could cause actual results to differ materially from those contemplated by the forward-looking statements in the Financial Projections include, but are not limited to, adverse developments with respect to the liquidity position of OC or operations of the various businesses of OC, adverse developments in the bank financing or public or private markets for debt or equity securities of OCD, adverse developments in the timing or results of the implementation of the Business Plan (including the time to emerge from Chapter 11), the difficulty in controlling industry costs and integrating new operations, the ability of the OC to realize the anticipated general and administrative expense savings and overhead reductions contemplated in the Financial Projections, the ability of OC to maintain profitability of their operations, the level and nature of any restructuring and other one-time charges, the difficulty in estimating costs relating to exiting certain markets and consolidating and closing certain operations, and the possible negative effects of a change in applicable legislation. See Section VI.D of this Disclosure Statement.

2. There can be no assurance that the Reorganized Debtors will be able to refinance certain indebtedness.

Following the Effective Date of the Plan, the Debtors’ working capital needs and letter of credit requirements are anticipated to be funded under the new Exit Facility. See Section VII.D.19 of this Disclosure Statement. Obtaining the Exit Facility is a condition precedent to the Effective Date. There can be no assurance, however, that the Reorganized Debtors will be able to obtain replacement financing for such facility to fund future working capital needs and letters of credit, or that replacement financing, if obtained, would be on terms equally as favorable to the Reorganized Debtors. Furthermore, there can be no assurance that the Reorganized Debtors will be able to refinance the Senior Notes upon their maturity, should such a need arise.

3. Retention of key management and technical personnel may be important to the future performance of the Reorganized Debtors.

Many aspects of the business of the Debtors require personnel with significant experience or technical expertise. In addition, the past business performance of the Debtors has been achieved, in part, by the skills of key management personnel who possess very particular knowledge and expertise relating to the Debtors’ business. There can be no assurance that such personnel can be retained or, that if any such personnel do not continue in the employ of the Reorganized Debtors, that the Reorganized Debtors will be able to replace such key personnel.

4. There can be no assurance that Reorganized OCD will pay dividends.

The Debtors cannot anticipate whether Reorganized OCD will pay any dividends on the New OCD Common Stock in the foreseeable future. In addition, restrictive covenants in certain debt instruments to which Reorganized OCD will be a party, including the Exit Facility, may limit the ability of Reorganized OCD to pay dividends.

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5. The Reorganized Debtors are subject to environmental regulation and failure to comply with environmental regulation could harm its business.

The Reorganized Debtors will remain subject to a variety of environmental laws and regulations governing, among other things, discharges to air and water, the handling, storage, and disposal of hazardous or solid waste materials, and may also be required to undertake the remediation of contamination associated with releases of hazardous substances. Such laws and regulations and the risk of attendant litigation can cause significant delays and add significantly to the cost of operations. Violations of these environmental laws and regulations could subject the Reorganized Debtors and their management to civil and criminal penalties and other liabilities based on their post-petition conduct. There can be no assurance that such laws and regulations will not become more stringent, or more stringently implemented, in the future.

Various federal, state and local environmental laws and regulations, as well as common law, may impose liability for property damage and costs of investigation and cleanup of hazardous or toxic substances on property currently or previously owned by the Debtors or arising out of the Debtors’ waste management activities. Such laws may impose responsibility and liability without regard to knowledge of or causation of the presence of the contaminants, and the liability under such laws is joint and several. The Debtors have potential liabilities associated with their past waste disposal activities and with their current and prior ownership of certain property. In general, the Debtors believe that the likely amount of such liabilities will not be material, because the Debtors may have a valid defense to liability with respect to a given site or the Debtors should only be responsible for a small percentage of the total cleanup costs with respect to a given site. However, because liability under such laws is joint and several, no assurances can be given that the Reorganized Debtors will not eventually be responsible for all or a substantial portion of the liabilities associated with one or more of these sites, which liabilities could be material either individually or in the aggregate.

6. OC’s tax reserves may be insufficient and any revision to these reserves may adversely affect OC’s financial position.

In accordance with generally accepted accounting principles, OC maintains tax reserves to cover audit issues. While OC believes that the existing reserves are appropriate in light of the audit issues involved, its defenses, its prior experience in resolving audit issues, and its ability to realize certain challenged deductions in subsequent tax returns if the IRS were successful, there can be no assurance that such reserves will be sufficient. OC will continue to review its tax reserves on a periodic basis and make such adjustments as may be appropriate. Any such revision could be material to OC’s consolidated financial position and results of operations in any given period.

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7. The performance of OC’s business reflects the impact of business cycles.

Sales of OC’s products are correlated to business activity in the new construction and remodeling markets, which are highly sensitive to national and regional economic conditions. From time to time, the construction industry has been adversely affected in various parts of the country by unfavorable economic conditions, low use of manufacturing capacity, high vacancy rates, changes in tax laws affecting the real estate industry, high interest rates and the unavailability of financing. In addition, sales of OC’s products may be adversely affected by weakness in demand within particular customer groups or a recession in the general construction industry or in particular geographic regions. OC cannot predict the timing or severity of future economic or industry downturns. Any economic downturn, particularly in states where many of OC’s sales are made, could have a material adverse effect on its results of operations and financial condition.

8. Particular risks involving international operations may affect the performance of the Reorganized Debtors.

OC pursues project opportunities throughout the world through foreign and domestic subsidiaries as well as agreements with foreign joint-venture partners. These foreign operations are subject to special risks, including: uncertain political and economic environments, potential incompatibility with foreign joint-venture partners, foreign currency controls and fluctuations, war and military operations, civil disturbances and labor strikes.

XV. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN

The Debtors believe that the Plan affords holders of Claims the potential for the greatest realization on the Debtors’ assets and, therefore, is in the best interests of such holders.

If, however, the requisite acceptances are not received, or the Plan is not subsequently confirmed and consummated, the theoretical alternatives include: (a) formulation of an alternative plan or plans of reorganization, or (b) liquidation of the Debtors under Chapter 7 or 11 of the Bankruptcy Code.

A. Alternative Plan(s) of Reorganization or Liquidation

If the requisite acceptances are not received by the Voting Deadline or if the Plan is not confirmed, the Debtors (or, if the Debtors’ exclusive periods in which to file and solicit acceptances of a plan of reorganization have expired, any other party-in-interest) could attempt to formulate and propose a different plan or plans of reorganization. Such a plan or plan(s) might involve either a reorganization and continuation of the Debtors’ businesses or an orderly liquidation of the Debtors’ assets.

With respect to an alternative plan, the Debtors have explored various alternatives in connection with the formulation and development of the Plan. The Debtors believe that the Plan enables the holders of Claims against the Debtors to realize the greatest possible value under the circumstances, and that, as compared to any alternative plan of reorganization, the Plan has the greatest chance to be confirmed and consummated.

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B. Liquidation Under Chapter 7 or Chapter 11

If no plan is confirmed, the Chapter 11 Cases may be converted to cases under Chapter 7 of the Bankruptcy Code, pursuant to which one or more trustees would be elected or appointed to liquidate the Debtors’ assets for distribution to claimants in accordance with the priorities established by the Bankruptcy Code. It is impossible to predict precisely how the proceeds of the liquidation would be distributed to the respective holders of Claims against or Interests in the Debtors.

The Debtors believe that in a liquidation under Chapter 7, before claimants receive any distribution, additional administrative expenses arising from the appointment of a trustee or trustees and attorneys, accountants and other professionals to assist such trustees would cause a substantial diminution in the value of the Debtors’ Estates. The assets available for distribution to claimants would be reduced by such additional expenses and by Claims, some of which would be entitled to priority, arising by reason of the liquidation and from the rejection of leases and other executory contracts in connection with the cessation of operations and the failure to realize the greater going concern value of the Debtors’ Estates.

The Debtors could also be liquidated pursuant to the provisions of a Chapter 11 plan of reorganization. In a liquidation under Chapter 11, the Debtors’ assets could be sold in an orderly fashion over a more extended period of time than in a liquidation under Chapter 7. Thus, a Chapter 11 liquidation might result in larger recoveries than in a Chapter 7 liquidation, but the delay in distributions could result in lower present values received and higher administrative costs. Because a trustee is not required in a Chapter 11 case, expenses for professional fees could be lower than in a Chapter 7 case, in which a trustee must be appointed. Any distribution to the holders of Claims under a Chapter 11 liquidation plan probably would be delayed substantially. Moreover, without the support of the holders of Asbestos Personal Injury Claims, the purchaser or purchasers of assets from the Debtors would not be assured the protection from liability for asbestos-related claims available under Section 524(g) of the Bankruptcy Code, thus potentially diminishing the value of such assets in a sale under Chapter 11.

The Debtors believe that any alternative liquidation under Chapter 11, if feasible at all, is a much less attractive alternative to creditors than the Plan. THE COMPANY BELIEVES THAT THE PLAN AFFORDS SUBSTANTIALLY GREATER BENEFITS TO CREDITORS THAN WOULD A LIQUIDATION UNDER CHAPTER 7 OR CHAPTER 11 OF THE BANKRUPTCY CODE.

The Liquidation Analysis, prepared by the Debtors with the assistance of Lazard, is premised upon a liquidation in a Chapter 7 case. In the analysis, the Debtors have taken into account the nature, status, and underlying value of their assets, the ultimate realizable value of such assets, and the extent to which the assets are subject to liens and security interests.

The likely form of any liquidation would be the sale of individual assets. Based on this analysis, it is likely that a liquidation of the Debtors’ assets would produce less value for distribution to creditors than that recoverable in each instance under the Plan. In the Debtors’ opinion, the recoveries projected to be available in liquidation are not likely to afford holders of Claims as great a realization potential as does the Plan.

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For a more detailed discussion, see Appendix C to this Disclosure Statement. The Bankruptcy Court or the District Court will determine, in conjunction with confirmation, whether the Plan satisfies the “best interests test” of Section 1129(a)(7).

XVI. THE SOLICITATION; VOTING PROCEDURE

The Bankruptcy Court may confirm the Plan only if it determines that the Plan complies with the technical requirements of Chapter 11 of the Bankruptcy Code and that the disclosures by the Debtors concerning the Plan have been adequate and have included information concerning all payments made or to be made in connection with the Plan and the Chapter 11 Cases. In addition, the Bankruptcy Court must determine that the Plan has been proposed in good faith and not by any means forbidden by law and, under Rule 3020(b)(2) of the Bankruptcy Rules, it may do so without receiving evidence if no objection is timely filed.

In particular, the Bankruptcy Code requires the Bankruptcy Court to find, among other things, that (a) the Plan has been accepted by the requisite votes of the Classes of Impaired Claims, unless approval will be sought under Section 1129(b) of the Bankruptcy Code despite the dissent of one or more such classes, which will be the case under the Plan, (b) the Plan is “feasible,” which means that there is a reasonable probability that confirmation of the Plan will not be followed by liquidation or the need for further financial reorganization, and (c) the Plan is in the “best interests” of all holders of Claims and Interests, which means that such holders will receive at least as much under the Plan as they would receive in a liquidation under Chapter 7 of the Bankruptcy Code. The Bankruptcy Court must find that all conditions mentioned above are met before it can confirm the Plan. Thus, even if all Classes of Impaired Claims and Interests accept the Plan by the requisite votes, the Bankruptcy Court must make an independent finding that the Plan conforms to the requirements of the Bankruptcy Code, that the Plan is feasible, and that the Plan is in the best interests of the holders of Claims against, and Interests in, the Debtors. These statutory conditions to confirmation are discussed above.

By Order dated June 20, 2006, (the “Voting Procedures Order”), the Court has approved certain Voting Procedures which govern, among other things, the manner in which votes on the Plan will be solicited and Ballots and Master Ballots on the Plan tabulated. A copy of the Voting Procedures accompanies this Disclosure Statement. For further information regarding Voting Procedures and rules concerning the calculation of the amount of Claims voting in a Class of Claims, see Section XIII.B of this Disclosure Statement entitled “Feasibility of the Plan and Best Interests of Creditors - Acceptance of the Plan.”

A. Parties in Interest Entitled to Vote

Under Section 1124 of the Bankruptcy Code, a class of claims or interests is deemed to be impaired under a Plan unless (1) the Plan leaves unaltered the legal, equitable, and contractual rights to which such claim or interest entitles the holder thereof or (2) notwithstanding any legal right to an accelerated payment of such claim or interest, the plan cures all existing defaults (other than defaults resulting from the occurrence of events of bankruptcy) and reinstates the maturity of such claim or interest as it existed before the default.

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In general, a holder of a claim or interest may vote to accept or to reject a plan if (1) the claim or interest is allowed, which means generally that no party in interest has objected to such claim or interest, and (2) the claim or interest is impaired by the plan. If the holder of an impaired claim or interest will not receive or retain any distribution under the plan in respect of such claim or interest, the Bankruptcy Code deems such holder to have rejected the plan. If the claim or interest is not impaired, the Bankruptcy Code deems that the holder of such claim or interest has accepted the plan and the plan proponent need not solicit such holder’s vote.

The holder of a Claim against a Debtor that is Impaired under the Plan is entitled to vote to accept or reject the Plan if (i) the Plan provides a distribution in respect to such Claim and (ii) (a) the Claim has been Scheduled by the Debtors (and such claim is not Scheduled at zero or as disputed, contingent, or unliquidated) or (b) it has filed a Proof of Claim on or before the bar date applicable to such holder, pursuant to Sections 502(a) and 1126(a) of the Bankruptcy Code and Bankruptcy Rules 3003 and 3018. Any Claim as to which an objection has been timely filed and has not been withdrawn or dismissed or denied by Final Order is not entitled to vote unless the Bankruptcy Court, pursuant to Federal Rule of Bankruptcy Procedure 3018(a), upon application of the holder of the Claim with respect to which there has been objection, temporarily allows the Claim in an amount that the Bankruptcy Court deems proper for the purpose of accepting or rejecting the Plan.

A vote may be disregarded if the Bankruptcy Court determines, pursuant to Section 1126(e) of the Bankruptcy Code, that it was not solicited or procured in good faith or in accordance with the provisions of the Bankruptcy Code. The Voting Procedures Order also sets forth assumptions and procedures for tabulating Ballots that are not completed fully or correctly.

B. Classes Impaired under the Plan

To the extent and in the manner provided in the Voting Procedures Order, Classes A3-U3, A5, A6-A, A6-B, B6-U6, A7, I7, B8, A10-U10, A11 and A12-A are entitled to vote to accept or reject the Plan.

In Classes A7 and B8, only holders of present Asbestos Personal Injury Claims will vote on the Plan. By operation of law, each Unimpaired Class of Claims is deemed to have accepted the Plan and, therefore, is not entitled to vote to accept or reject the Plan. By operation of law, Classes A12-B and I12 are deemed to have rejected the Plan and therefore is not entitled to vote to accept or reject the Plan.

C. Waivers of Defects, Irregularities, etc.

Unless otherwise directed by the Bankruptcy Court, all questions as to the validity, form, eligibility (including time of receipt), acceptance, and revocation or withdrawal of Ballots or Master Ballots will be determined by the Voting Agent or the Special Voting Agent, as applicable, and the Debtors in accordance with the Voting Procedures in their sole discretion, which determination will be final and binding. The Debtors also reserve the right to reject any and all Ballots and Master Ballots not in proper form, the acceptance of which would, in the opinion of the Debtors or their counsel, be unlawful. The Debtors further reserve the right to waive any defects or irregularities or conditions of delivery as to any particular Ballot or Master Ballot.

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D. Withdrawal of Ballots; Revocation

Any party who has delivered a valid Ballot or Master Ballot for the acceptance or rejection of the Plan may withdraw such acceptance or rejection by delivering a written notice of withdrawal to the Voting Agent or Special Voting Agent, as applicable, at any time prior to the Voting Deadline in accordance with the Voting Procedures. The Debtors intend to consult with the Voting Agent or Special Voting Agent to determine whether any withdrawals of Ballots or Master Ballots were received and whether the requisite acceptances of the Plan have been received. As stated above, the Debtors expressly reserve the absolute right to contest the validity of any such withdrawals of Ballots and Master Ballots.

E. Further Information; Additional Copies

If you have any questions about (1) the Voting Procedures for voting your Claim or Interest or with respect to the packet of materials that you have received or (2) the amount of your Claim, or if you wish to obtain, at your own expense, unless otherwise specifically required by Federal Rule of Bankruptcy Procedure 3017(d), an additional copy of the Plan, this Disclosure Statement or any appendices or Exhibits to such documents, please contact:

OWENS CORNING

c/o Omni Management Group, LLC

16161 Ventura Blvd., PMB 517

Encino, CA 91436

818-905-6542 (fax)

contact@omnimgt.com

Bondholders and stockholders may contact the Special Voting Agent, Financial Balloting Group LLC, at 646-282-1800.

311

XVII. RECOMMENDATION AND CONCLUSION

For all of the reasons set forth in this Disclosure Statement, the Plan Proponents believe that confirmation and consummation of the Plan is preferable to all other alternatives. Consequently, the Plan Proponents urge all holders of Allowed Claims in Impaired Classes to vote to ACCEPT the Plan, and to complete and return their Ballots or Master Ballots so that they will be actually RECEIVED by the Voting Agent or Special Voting Agent, as applicable, on or before 4:00 p.m. prevailing Pacific Time on the Voting Deadline.

Dated: July 10, 2006

OWENS CORNING, et al.
(for itself and on behalf of the Subsidiary Debtors)
By:	/s/ Stephen K. Krull
Name:	Stephen K. Krull
Title:	Sr. Vice President, General Counsel
	and Secretary

SAUL EWING LLP Norman L. Pernick (I.D. # 2290) J. Kate Stickles (I.D. # 2917) 222 Delaware Avenue P.O. Box 1266 Wilmington, DE 19899-1266 (302) 421-6800   Charles O. Monk, II Jay A. Shulman Lockwood Place 500 E. Pratt Street Baltimore, MD 21202 (410) 332-8600   Adam H. Isenberg Centre Square West 1500 Market Street, 38th Floor Philadelphia, PA 19102-2186 (215) 972-7777   Attorneys for the Debtors and Debtors-in-Possession SIDLEY AUSTIN LLP James F. Conlan Larry J. Nyhan Jeffrey C. Steen Dennis M. Twomey Andrew F. O’Neill 1 South Dearborn Street Chicago, IL 60603 (312) 853-7000   Attorneys for the Debtors and Debtors-in-Possession   COVINGTON & BURLING Mitchell F. Dolin Anna P. Engh 1201 Pennsylvania Avenue, N.W. Washington, D.C. 20004-2401 (202) 662-6000   Special Insurance Counsel to Debtors and Debtors-in-Possession

312

DEBEVOISE & PLIMPTON LLP Roger E. Podesta Mary Beth Hogan 919 Third Avenue New York, NY 10022 (212) 909-6000 Special Asbestos Counsel to the Debtors and Debtors-in-Possession

KAYE SCHOLER LLP Andrew A. Kress Jane W. Parver Edmund M. Emrich 425 Park Avenue New York, NY 10022 (212) 836-8000 YOUNG CONAWAY STARGATT & TAYLOR, LLP James L. Patton, Jr. (I.D. # 2202) Edwin J. Harron (I.D. # 3396) Sharon M. Zieg (I.D. # 4196) The Brandywine Building 1000 West Street, 17th Floor Wilmington, DE 19899-0391 (302) 571-6600 Attorneys for James J. McMonagle, Legal Representative for Future Claimants

CAPLIN & DRYSDALE, CHARTERED Elihu Inselbuch 375 Park Avenue, 35th Floor New York, NY 10152-3500 (212) 319-7125 Peter Van N. Lockwood One Thomas Circle, N.W. Washington, D.C. 20005 (202) 862-5000 CAMPBELL & LEVINE, LLC Marla Eskin (I.D. # 2989) Mark T. Hurford (I.D. # 3299) Kathleen Campbell Davis (I.D.# 4229) 800 King Street Wilmington, DE 19801 (302) 426-1900 Attorneys for the Official Committee of Asbestos Claimants

313

TABLE OF APPENDICES

Appendix	Name
Appendix A	Sixth Amended Joint Plan of Reorganization of Owens Corning and its Affiliated Debtors and Debtors-in-Possession (as Modified)
Appendix B	Pro Forma Financial Projections and Reorganization Balance Sheet
Appendix C	Liquidation Analysis
Appendix D	Owens Corning Annual Report on Form 10-K for the period ending December 31, 2005, OC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, and other referenced reports filed with the Securities and Exchange Commission
	Note: these documents are available, free of charge, through OC’s website at www.owenscorning.com. Copies may also be obtained by written request. See the directions set forth at Appendix D.
Appendix E-1	Estimated Claims Summaries
Appendix E-2	Pre-Petition Intercompany Claims
Appendix F	Principal Terms and Conditions of Senior Notes
Appendix G	Plan Support Agreement dated May 10, 2006, including the Settlement Term Sheet dated May 10, 2006, attached as Exhibit A thereto
Appendix H	Intentionally Omitted
	Note: This information will now appear on Schedule XX to the Plan
Appendix I	Distribution Assumptions
Appendix J	Voting Procedures
	The Voting Procedures Accompany this Disclosure Statement as a Separate Document
Appendix K	Letter dated December 30, 2005, from the Bank Steering Committee Supporting the Plan

APPENDIX A

Sixth Amended Joint Plan of Reorganization of Owens Corning and its Affiliated Debtors and Debtors-in-Possession (as Modified)

(See Exhibit 2 to the Current Report on Form 8-K, filed by Owens Corning on July 14, 2006.)

APPENDIX B

Pro Forma Financial Projections and Reorganization Balance Sheet

APPENDIX B

PROJECTED FINANCIAL INFORMATION ¹

Owens Corning, et. al.

The Debtors believe that the Plan meets the Bankruptcy Code’s feasibility requirement that Plan confirmation is not likely to be followed by liquidation, or the need for further financial reorganization of the Debtors or any successor under the Plan. In connection with the development of the Plan, and for the purposes of determining whether the Plan satisfies this feasibility standard, the Debtors analyzed their ability to satisfy their financial obligations while maintaining sufficient liquidity and capital resources. Management, with Lazard’s assistance, developed and refined a business plan and prepared financial projections (the “Projections”) for the calendar years ending December 31, 2006 through 2008 (the “Projection Period”).

The Debtors do not, as a matter of course, publish their business plans and strategies or financial projections, anticipated financial position or results of operations. Accordingly, the Debtors do not anticipate that they will, and disclaim any obligation to, furnish updated business plans or projections to holders of Claims or Interests after the Confirmation Date, or to include such information in documents required to be filed with the SEC or otherwise make such information public.

In connection with the planning and development of the Plan, the Projections were prepared by the Debtors, with Lazard’s assistance, to reflect the anticipated impact of the Plan. The Projections assume that the Plan will be implemented in accordance with its stated terms. The Projections are based on forecasts of key economic variables and may be significantly affected by changes in the competitive environment, the Company’s ability to create the efficiency gains it is forecasting, and a variety of other factors. Accordingly, the estimates and assumptions underlying the Projections are inherently uncertain and are subject to significant business, economic and competitive uncertainties. Therefore, such Projections, estimates and assumptions may not necessarily be indicative of future performance, which may be significantly less favorable or more favorable than as set forth. The Projections included herein were prepared in December 2005 and revised in May 2006.

The projections should be read in conjunction with the significant assumptions, qualifications and notes set forth below and with the audited consolidated financial statements for the fiscal year ended December 31, 2005, contained in the 2005 Form 10-K, and with Owens Corning’s first quarter 2006 Form 10-Q. The Forms 10-K and 10-Q are available free of charge from Owens Corning’s website, www.owenscorning.com.

ALTHOUGH EVERY REASONABLE EFFORT WAS MADE TO BE ACCURATE, THE PROJECTIONS ARE ONLY AN ESTIMATE, AND ACTUAL RESULTS MAY VARY CONSIDERABLY FROM THE PROJECTIONS. IN ADDITION, THE UNCERTAINTIES WHICH ARE INHERENT IN THE PROJECTIONS INCREASE FOR LATER YEARS IN THE PROJECTION PERIOD, DUE TO INCREASED DIFFICULTY ASSOCIATED WITH FORECASTING LEVELS OF ECONOMIC ACTIVITY AND PERFORMANCE AT MORE DISTANT POINTS IN THE FUTURE. CONSEQUENTLY, THE PROJECTED INFORMATION INCLUDED HEREIN SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE DEBTORS, THE DEBTORS’ ADVISORS, OR ANY OTHER PERSON THAT THE

¹ Any capitalized term used but not defined in this Appendix “B” will have the meaning ascribed to such term in the Plan.

DEBTORS WILL ACHIEVE THE PROJECTED RESULTS. ALTHOUGH EVERY EFFORT WAS MADE TO PREPARE THE PROJECTIONS IN COMPLIANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, THE PROJECTIONS HAVE NOT BEEN AUDITED OR REVIEWED BY THE DEBTORS’ INDEPENDENT CERTIFIED ACCOUNTANTS. CREDITORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE FOLLOWING PROJECTIONS IN DETERMINING WHETHER TO VOTE TO ACCEPT OR REJECT THE PLAN.

For purposes of the Disclosure Statement, the Financial Projections have been prepared on the assumption that the Effective Date of the Plan will be October 30, 2006. Although the Debtors presently intend to seek to cause the Effective Date to occur as soon as practicable, there can be no assurance that the Effective Date will actually occur near this date. The balance sheet adjustments in the column captioned “Reorganization Adjustments” reflect the assumed effect of Confirmation and the consummation of the transactions contemplated by the Plan, including the settlement of various liabilities and incurrence of new indebtedness.

The Financial Projections are based on, and assume the successful implementation of the Reorganized Debtors’ business plan.

2

I. Pro Forma Reorganized Balance Sheet (Unaudited) ^(a)

(As of October 30, 2006)

Owens Corning and Subsidiaries

($ in millions)	Pre-Reorg. Balance Sheet			Reorganization Adjustments						Pro-Forma Reorg. Balance Sheet
				Reorg. Adj.			“Fresh Start” Adj.
Assets:
Cash and cash equivalents	$	1,645		$	(1,560	)(b)	$	—		$	85
Accounts receivable, net		800			—			—			800
Inventories		500			—			227	(l)		727
Other current assets		35			—			—			35
Total current assets		2,980			(1,560	)		227			1,647
Property, plant & equipment, net		2,120			—			650	(m)		2,770
Goodwill		214			—			(214	)(n)		—
Intangibles		11			—			100	(n)		111
Excess reorganization value		—			—			1,907	(n)		1,907
Debt issuance costs		—			23	(e)		—			23
Fibreboard trust and restricted cash		1,445			(1,445	)(c)		—			—
OC restricted cash		282			(282	)(d)		—			—
Deferred tax assets		1,588			(255	)(o)		(312	)(o)		1,021
Pension related assets		430			—			(430	)(p)		—
Other non-current assets		200			—			—			200
Total assets	$	9,270		$	(3,519	)	$	1,928		$	7,679
Liabilities and Shareholders’ Equity
Accounts payable	$	540		$	—		$	—		$	540
Accrued liabilities		450			—			—			450
New debt - current portion		—			10	(e)		—			10
Non-debtor debt - current portion		19			—	(f)		—			19
Contingent note		—			1,390	(e)		—			1,390
Chapter 11 liabilities		36			(36	)(g)		—			—
Accrued post-petition interest expense/fees		947			(947	)(h)		—			—
Total current liabilities		1,992			417			—			2,409
New debt		—			461	(e)		—			461
Non-debtor debt		36			—	(f)		—			36
Liabilities subject to compromise		13,520			(13,520	)(i)		—			—
Total long term debt		13,556			(13,059	)		—			497
Pension plan liabilities		680			—			(380	)(p)		300
Other employee benefit liabilities		400			—			50	(q)		450
Other non-current liabilities		240			—			—			240
Total liabilities		16,868			(12,642	)		(330	)		3,896
Minority interest		45			—			—			45
Monthly income preferred securities (MIPS)		200			(200	)(j)		—			—
New Equity		—			3,738	(k)		—			3,738
Shareholders’ equity		(7,843	)		5,585	(k)		2,258	(k)		—
Total Liab. and Shareholders’ Equity	$	9,270		$	(3,519	)	$	1,928		$	7,679

3

Notes To Pro Forma Reorganized Balance Sheet

Fresh Start Accounting

The American Institute of Certified Public Accountants (“AICPA”) has issued Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” (“SOP 90-7”). The Financial Projections have been prepared in accordance with the fresh-start reporting principles set forth in the SOP 90-7, giving effect thereto as of December 31, 2005, subject to significant simplifying assumptions.

The Pro Forma Reorganized Balance Sheet (“Reorganized Balance Sheet”) is based on an Estimated Pre-Reorganization Balance Sheet, as modified by estimated “Recapitalization Adjustments” and “Fresh-Start Adjustments.” The Pre-Reorganization Balance Sheet provides estimates of assets and liabilities just prior to confirmation, including liabilities subject to compromise recorded in accordance with the SOP 90-7. The Recapitalization Adjustments reflect the implementation of the Plan including the discharge of administrative claims and of estimated claims allowed by the Court upon confirmation. The Fresh-Start Adjustments further adjust the Pre-Reorganization Balance Sheet of the emerging entity to:

1. Reflect the reorganization value of the assets;

2. Allocate the reorganization value among the assets; and

3. Reflect each liability at the plan confirmation date at its fair value.

Reorganization value approximates the fair value of the entity before considering liabilities and approximates the amount a willing buyer would pay for the assets immediately after restructuring. Determination of the reorganization value requires a detailed valuation of all of the Reorganized Debtors’ identifiable assets as of the Effective Date, including working capital assets, fixed assets and identifiable intangible assets such as third-party contracts. Allocation of the reorganization value among assets involves revaluing each of these assets at its fair value. Each liability of the emerging entity is reflected at its fair value.

The foregoing assumptions and resulting computations were made solely for purposes of preparing the Financial Projections. The Reorganized Debtors will be required to determine their actual reorganization value as of the Effective Date. The actual reorganization and fresh start adjustments will depend on the balance sheet as of the actual Effective Date and a final determination of the fair value appraisals. Such fair value appraisals could be materially higher or lower than the values assumed in the foregoing computations. In all events, the determination of reorganization value and the fair value of Reorganized Debtors’ assets and the determination of their actual liabilities, will be made as of the Effective Date, and the changes between the amounts of any or all of the foregoing items as assumed in the Financial Projections and the actual amounts thereof as of the Effective Date may be material.

Notes

(a) The pro forma balance sheet adjustments contained herein account for (i) the reorganization and related transactions pursuant to the Plan of Reorganization, and (ii) the implementation of “fresh start” accounting pursuant to Statement of Position 90-7 as issued by the AICPA. The fresh start adjustments are based on an estimated Reorganized Owens Corning equity value of $3.942 billion (before adjusting for restricted shares which may be issued to employees upon emergence pursuant to the employee incentive plan with a value of approximately $99 million and Rights Offering Fees of approximately $105 million) as more fully described in the Disclosure Statement (see Section XIV.E – Valuation of the Reorganized Debtors). Under SOP 90-7, reorganization value is generally allocated first to tangible assets, then to identifiable intangible assets, and lastly to excess reorganization value. Please note that although

4

management has followed the principles of fresh start accounting, the actual adjustments will be determined at a later date and may be materially different from those presented herein upon completion of the required asset appraisals.

(b) The Company’s cash and cash equivalents reflect the use of $1.560 billion to implement the Plan of Reorganization. This amount includes $1.432 billion to fund payments under the Plan and $128 million to fund fees and expenses related to the Exit Financing and Rights Offering. The balance of $85 million at the Effective Date will be used to fund working capital requirements and for general corporate purposes.

(c) The Fibreboard Insurance Settlement Trust with an estimated balance of $1.318 billion and Fibreboard Restricted Cash totaling $127 million will be transferred to the Asbestos Personal Injury Trust or otherwise distributed. The $127 million from the Fibreboard Administrative Escrow Deposits, which is currently held in law firm deposit accounts, will be administered by the applicable law firms and will not be transferred to the Asbestos Personal Injury Trust.

(d) The OCD Restricted Cash and the OCD Insurance Escrow will be transferred to the Asbestos Personal Injury Trust or otherwise distributed. The $109 million from the OC Administrative Escrow Deposits, which is currently held in law firm deposit accounts, will be administered by the applicable law firms and will not be transferred to the Asbestos Personal Injury Trust.

(e) It is anticipated that the Company will obtain an Exit Facility in an amount sufficient to allow for the borrowing of $1.800 billion as of the Effective Date and will issue approximately $61 million of new Tax Notes to the IRS in satisfaction of the Allowed Priority Tax Claim. It is anticipated that approximately $410 million will be drawn as of the Effective Date and approximately $1.390 billion may be drawn in January 2007, if required, to repay the $1.390 billion Contingent Note granted to the 524(g) Asbestos Trust. It is anticipated that the Exit Facility will have additional undrawn capacity to allow for seasonal borrowings and to permit the issuance of letters of credit. The Company continues to review alternative financing including the replacement of some or all of the $1.390 billion of financing with one or more issuances of Senior Notes.

(f) Debt of non-filing subsidiaries includes debt owed primarily by foreign Non-Debtor Subsidiaries including consolidated joint ventures.

(g) Reflects payment of Chapter 11 related accrued expenses pursuant to the Plan consisting primarily of accrued professional fees.

(h) Reflects accrued expenses for post-petition interest and fees related to the Pre-Petition Credit Facility for the period from the Petition Date through October 30, 2006 in the amount of $947 million. For purposes of this calculation, it is assumed that the Prime Rate increases by 25 basis points on the day after each of the Federal Open Market Committee meetings in June, August, September and October.

(i) The Debtors’ liabilities subject to compromise, including asbestos related liabilities, will be eliminated at emergence pursuant to the Plan’s discharge, channeling injunction, and other injunction provisions. The liabilities subject to compromise include the following: $7.000 billion Owens Corning asbestos reserve, $3.216 Fibreboard asbestos reserve, $1.501 billion of bond and other debt obligations, $1.451 billion related to the Pre-Petition Credit Facility, and $352 million of trade and other obligations.

(j) The Debtors’ Monthly Income Preferred Securities (MIPS) will be discharged at emergence pursuant to the Plan.

(k) The increase in shareholders’ equity reflects the gain from the cancellation of indebtedness pursuant to the Plan. New Common Stock of Reorganized Owens Corning will be issued with an estimated value of $3.942 billion, prior to reduction for restricted shares which may be issued to employees upon emergence pursuant to the employee

5

incentive plan with a value of approximately $99 million and Rights Offering fees of approximately $105 million. Contra-accounts for Deferred Stock Compensation and Rights Offering fees will reduce Shareholders’ Equity to $3.738 billion. To the extent that additional restricted stock is issued pursuant to the management incentive plan, it would be treated in a similar manner. The existing Owens Corning Common Stock will be cancelled pursuant to the Plan.

(l) In adjusting the balance sheet accounts to fair market value in accordance with SOP 90-7, the Company’s preliminary estimate indicates that Inventories should be increased by approximately $227 million to approximate fair market value.

(m) In adjusting the balance sheet accounts to fair market value in accordance with SOP 90-7, the Company’s preliminary estimate indicates that PP&E should be increased by $650 million to approximate fair market value. The Company estimates that this adjustment will result in a $25 million annual increase in depreciation expense. The actual fresh start adjustment to PP&E will be determined at a later date following the completion of asset appraisals.

(n) In accordance with SOP 90-7, existing goodwill is eliminated and excess reorganization value is recorded for amounts in excess of value allocable to identifiable assets. In adjusting the balance sheet accounts to fair market value in accordance with SOP 90-7, the Company’s preliminary estimate indicates that Intangibles should be increased by $100 million to approximate fair market value. The Company estimates that this adjustment will result in a $5 million annual increase in amortization expense. The actual fresh start adjustment to Intangibles will be determined at a later date following the completion of appraisals.

(o) As described more fully in Section XIII entitled “CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN,” it is expected that Reorganized OC will receive tax deductions for cash and the value of stock distributed to the Asbestos Personal Injury Trust upon such distribution. With respect to any debt securities that may be distributed to the Asbestos Personal Injury Trust, tax deductions are taken as any such debt securities are repaid. These tax deductions may result in tax net operating loss carryovers (“NOLs”). The NOL carryovers may be reduced by the amount of debt cancellation (excluding asbestos liabilities) including certain other pre-petition liabilities cancelled in the reorganization. Based upon numerous assumptions, the Debtors estimate that Reorganized OC will have deferred tax assets of approximately $1.021 billion at emergence.

(p) A $380 million adjustment is required to record pension liabilities at fair value and a related $430 million adjustment is required to eliminate pension related assets, in accordance with SOP 90-7 (subject to revision following actuarial valuation).

(q) A $50 million adjustment is required to record post-retirement benefits liability at fair value, in accordance with SOP 90-7 (subject to revision following actuarial valuation).

6

II. Projected Statements of Operations (Unaudited)

Owens Corning and Subsidiaries

	Projected Fiscal Year Ended December 31,
($ in millions)	2006			2007			2008
Net sales	$	6,600		$	7,000		$	7,400
Cost of sales		5,346			5,657			5,968
Gross profit		1,254			1,343			1,432
Marketing and administrative expenses		570			606			640
Science and technology expenses		64			68			72
Other expenses		20			20			19
Total operating expenses		654			693			732
Income from operations before fresh start adj.	$	600		$	650		$	700
Step-up in depreciation expense		5			25			25
Amortization of intangibles		—			5			5
Amortization of debt issuance costs		—			5			5
Decrease in amortization of deferred pension loss		(9	)		(55	)		(55	)
Write-up of inventories		60			—			—
Deferred stock compensation expense		6			33			33
Total fresh start adjustments		62			13			13
Income from operations after fresh start adj.	$	538		$	637		$	687
Restructuring expense, net		85			15			—
Interest expense, net		215			115			107
Income before income tax expense	$	238		$	507		$	581
Income tax expense		109			203			232
Income after taxes	$	129		$	304		$	348
Minority interest and equity in net earnings of affiliates		—			(2	)		(2	)
Tax valuation and rate adjustment		220			—			—
Extraordinary Gain		5,585			—			—
Net income	$	5,934		$	302		$	346
Memo:
Income from operations	$	538		$	637		$	687
Plus: Expenses related to fresh start adj. (non-cash)		62			13			13
Adjusted income from operations	$	600		$	650		$	700
Plus: Depreciation and amortization before fresh start adj		265			275			285
Adjusted EBITDA	$	865		$	925		$	985

7

III. Projected Balance Sheets (Unaudited)

Owens Corning and Subsidiaries

	Projected Fiscal Year Ended December 31,
($ in millions)	2006		2007		2008
Assets
Cash and cash equivalents	$	379	$	588	$	1,125
Accounts receivable, net		635		692		731
Inventories		604		693		712
Other current assets		35		35		35
Total current assets	$	1,653	$	2,008	$	2,603
Property, plant & equipment, net		2,780		2,830		2,870
Intangibles		111		106		101
Excess reorganization value		1,907		1,907		1,907
Debt issuance costs		23		18		14
Deferred tax assets		961		796		598
Pension related assets		—		—		—
Other non-current assets		210		223		235
Total assets	$	7,645	$	7,888	$	8,328
Liabilities and Shareholders’ Equity
Accounts payable	$	481	$	525	$	552
Accrued liabilities		465		493		521
New debt - current portion		10		10		10
Non-debtor debt - current portion		19		10		10
Contingent note		1,390		—		—
Total current liabilities		2,365		1,038		1,093
New debt		461		1,841		1,831
Non-debtor debt		36		26		16
Total long term debt		497		1,867		1,847
Pension plan liabilities		305		155		165
Other employee benefit liabilities		450		450		450
Other non-current liabilities		240		255		270
Total liabilities		3,857		3,765		3,825
Minority interest		45		45		45
Shareholders’ equity		3,743		4,078		4,458
Total liab. and shareholders’ equity	$	7,645	$	7,888	$	8,328

8

IV. Projected Statements of Cash Flow (Unaudited)

Owens Corning and Subsidiaries

	Projected Fiscal Year Ended December 31,
($ in millions)	2007			2008
Cash Flows From Operations:
Net Income (loss)	$	302		$	346
Depreciation and amortization		310			320
Deferred income taxes		165			198
(Increase) decrease in receivables		(57	)		(39	)
(Increase) decrease in inventories		(89	)		(19	)
(Increase) decrease in other assets		(13	)		(13	)
Increase (decrease) in accounts payable		44			27
Increase (decrease) in accrued liabilities		28			28
Increase (decrease) in pension liabilities		(150	)		10
Increase (decrease) in other employee benefits		—			—
Increase (decrease) in other liabilities		15			16
Net cash flows from operations	$	555		$	874
Cash flows from investing:
Capital expenditures	$	(350	)	$	(350	)
Net cash flows from investing	$	(350	)	$	(350	)
Cash flows from financing:
New debt	$	(10	)	$	(10	)
Non-debtor debt		(19	)		(10	)
Deferred Stock Compensation		33			33
Net cash flows from financing	$	4		$	13
Net increase (decrease) in cash and equivalents	$	209		$	537
Beginning cash and cash equivalents	$	379		$	588
Net increase (decrease) in cash		209			537
Ending cash and cash equivalents	$	588		$	1,125

9

Principal Assumptions For The Financial Projections

Projections

The Debtors, with Lazard’s assistance, prepared the attached projected consolidated financial results, the Projections, for the three years ending December 31, 2006, December 31, 2007 and December 31, 2008. The Projections are based on a number of assumptions made by management with respect to the future performance of the Company’s various lines of business. The Projections should be reviewed in conjunction with these assumptions, including the qualifications and footnotes set forth herein. While management has prepared the Projections in good faith and believes the assumptions to be reasonable, it is important to note that the Debtors can provide no assurance that such assumptions will be realized. As outlined in Section XV, a variety of risk factors could affect the Company’s financial results and must be considered.

The following summarizes the underlying assumptions behind the Projections.

Key Assumptions

A. General

1. Methodology. The Financial Projections for 2006 were prepared using a “bottoms-up” approach, while the Financial Projections for 2007 and 2008 were prepared using a “top-down” approach. Management prepared operating forecasts for each of the Company’s reportable business segments: Building Materials Systems (Insulating Systems, Roofing & Asphalt, Siding Solutions, and Cultured Stone) and Composite Solutions.

2. Macroeconomic and Industry Environment. The Financial Projections were prepared under the assumption that the macroeconomic environment during the projection period will be stable and similar to that experienced in 2005 and in the first half of 2006. It is important to note that a number of the Debtors’ business segments are “cyclical” and are subject to significant price and volume erosion as a result of weakening economic fundamentals.

B. Projected Statements of Operations

1. Net Sales. Consolidated net sales are projected to increase by 4.4%, 6.1% and 5.7% to $6.6 billion, $7.0 billion and $7.4 billion in 2006, 2007 and 2008, respectively.

2. Gross Margin. Gross margin is projected to improve from 18.3% in 2005 to 19.0% in 2006 and remain relatively stable throughout the Projection period.

3. Depreciation Expense. Depreciation is projected based on estimates of useful life of the plant and equipment. Depreciation expense is projected to be $265 million, $275 million and $285 million in 2006, 2007 and 2008, respectively. In adjusting the balance sheet accounts to fair market value in accordance with SOP 90-7, the Debtors’ preliminary analysis indicates that property, plant and equipment should be increased by $650 million. Accordingly, depreciation expense has been increased by $5 million in 2006 (effectively, November and December 2006) and $25 million in each full year thereafter to account for this adjustment (this amount is included in Expenses Related to Fresh Start Adjustments).

4. Marketing and Administrative Expenses. Marketing and Administrative expenses are projected to decline from 8.9% of Net Sales in 2005 to 8.6% in 2006 and remain relatively constant thereafter. This improvement reflects the Debtors’ continued cost-cutting initiatives and efficiency improvements.

10

5. Science and Technology Expenses. Science and Technology expenses are projected to remain relatively constant at approximately 1.0% of Net Sales.

6. Expenses Related to Fresh Start Adjustments. Reflects adjustments resulting from implementation of SOP 90-7. Adjustment includes (i) $25 million annual increase in depreciation expense due to write-up of property and equipment (non-cash expense), (ii) $33 million annual expense related to deferred stock compensation expense (non-cash expense), (iii) $5 million increase in amortization expense due to write-up of intangibles (non-cash expense), (iv) $55 million decrease in amortization of deferred pension losses due to the fresh start valuation of the pension liability, and (v) $5 million annual expense related to debt issuance costs (non-cash expense). In addition, in fiscal 2006, approximately $60 million related to the write-up of inventories is included as an expense related to fresh start adjustments.

7. Interest Expense, net. Reflects interest expense on (i) the Debtors’ New Debt assuming a rate of between 6.25% and 7.25% per annum, and (ii) on the existing indebtedness of non-debtor subsidiaries and joint ventures at a blended rate of 10.3% per annum. Cost of borrowed funds is shown net of interest income assuming a rate of 2.5% per annum.

8. Income Tax Expense. Income tax expense assumes a 40% effective rate and includes a statutory federal income tax rate of 35% and an additional 5% due primarily to foreign and state income taxes.

C. Projected Balance Sheet Statement

1. Cash and Cash Equivalents. For purposes of these projections, increases in cash are not used to prepay Reorganized Owens Corning’s indebtedness.

2. Property, Plant and Equipment. Additions to property, plant and equipment are projected to be $350 million per annum in 2006, 2007 and 2008.

3. Deferred Income Taxes. As described more fully in Section XIII of the Disclosure Statement, entitled “CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN,” it is expected that Reorganized OC will receive tax deductions for cash and the value of stock distributed to the Asbestos Personal Injury Trust upon such distribution. With respect to any debt securities that may be distributed to the Asbestos Personal Injury Trust, tax deductions are taken as any such debt securities are repaid. These tax deductions may result in tax net operating loss carryovers (“NOLs”). The NOL carryovers may be reduced by the amount of debt cancellation (excluding asbestos liabilities) including certain other pre-petition liabilities cancelled in the reorganization. Based upon numerous assumptions (including the ultimate asbestos related claims, the ultimate recovery of unsecured creditors, the form of consideration received by the Asbestos Personal Injury Trust, etc.) which are contingent upon a number of contingencies, including, without limitation, the acceptance of the Plan by various classes of creditors and FAIR Act conditions set forth in greater detail in the Plan, the Debtors estimate that Reorganized OC will have Federal NOL carryovers of approximately $712 million available following the year after emergence (after reduction for cancellation of indebtedness) and will generate an additional tax deduction of $2.253 billion in the 2007 tax year if the FAIR Act does not pass in 2006. If the FAIR Act is not enacted and, upon the funding of the Asbestos Personal Injury Trust in 2007, Reorganized OC anticipates a tax net operating loss of $1.9 billion in 2007. For purposes of these financial projections,

11

the Debtors have assumed that a portion of Reorganized OC’s NOLs will not be subject to annual limitations imposed by Section 382 (l)(6) of the Internal Revenue Code (see Section XIII).

4. Long Term Debt. It is anticipated that the Company will obtain an Exit Facility in an amount sufficient to allow for the borrowing of $1.800 billion as of the Effective Date. It is anticipated that approximately $410 million may be drawn as of the Effective Date and approximately $1.390 billion will be drawn in January 2007, if required, to repay the $1.390 billion Contingent Note granted to the 524(g) Asbestos Trust. In addition, $61 million of New Tax Notes will be issued pursuant to the Plan. The New Tax Notes will be repaid in annual installments over a six-year period.

5. Pension Plan Liabilities. Pension plan liabilities are projected to decrease from $305 million in 2006 to $155 million in 2007, and to increase to $165 million in 2008. The change in pension plan liabilities is related to the Company’s expected pension plan contributions of $45 million in 2006, $175 million in 2007 and $15 million in 2008. Offsetting these contributions are projected annual pension expenses of approximately $25 million per year.

6. Other Employee Benefit Liabilities. Other employee benefit liabilities are projected to remain constant over the projection period with accrued expenses equal to cash payments.

12

APPENDIX C

LIQUIDATION ANALYSIS

Pursuant to section 1129(a)(7) of the Bankruptcy Code (often called the “Best Interests Test”), each holder of an impaired Claim or equity Interest must either (a) accept the Plan or (b) receive or retain under the Plan property of a value, as of the Plan’s Effective Date, that is not less than the value such non-accepting holder would receive or retain if the Debtors were to be liquidated under Chapter 7 of the Bankruptcy Code on the Effective Date. In determining whether the Best Interests Test has been met, the first step is to determine the dollar amount that would be generated from a hypothetical liquidation of the Debtors’ assets in Chapter 7. The gross amount of cash available would be the sum of the proceeds from the disposition of the Debtors’ assets and the cash held by the Debtors at the commencement of their Chapter 7 cases. Such amount then would be reduced by the costs and expenses of the liquidation. Prior to determining whether the Best Interests Test has been met, available cash and asset liquidation proceeds would first be applied to secured claims and amounts necessary to satisfy Administrative, Tax, and Priority Claims that are senior to General Unsecured Claims, including any incremental Administrative Claims that may result from the termination of the Debtors’ business and the liquidation of their assets. Any remaining cash would be available for distribution to general unsecured creditors and shareholders in accordance with the distribution hierarchy established by section 726 of the Bankruptcy Code.

The Liquidation Analysis below reflects the estimated cash proceeds, net of liquidation-related costs that would be available to the Debtors’ creditors if they were to be liquidated in Chapter 7 cases. Underlying the Liquidation Analysis are a number of estimates and assumptions regarding liquidation proceeds that, although developed and considered reasonable by management, Lazard and the Debtors’ legal advisors, are inherently subject to significant business, economic and competitive uncertainties and contingencies beyond the control of the Company and its management. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE VALUES REFLECTED IN THE LIQUIDATION ANALYSIS WOULD BE REALIZED IF THE DEBTORS (TOGETHER WITH THE NON-DEBTOR SUBSIDIARIES) WERE, IN FACT, TO UNDERGO SUCH A LIQUIDATION, AND ACTUAL RESULTS COULD VARY MATERIALLY FROM THOSE SHOWN HERE.

The following Liquidation Analysis should be read in conjunction with the accompanying notes.

IMPORTANT CONSIDERATIONS AND ASSUMPTIONS

1. Treatment of Each of the Debtors. The Liquidation Analysis has been prepared on a Debtor-by-Debtor basis consistent with the deconsolidated structure of the Plan. Accordingly, claims have been identified and allocated, by class, to each of the Debtors and the analysis assumes that that liquidation proceeds would be distributed in accordance with Bankruptcy Code sections 726 and 1129(b).

The following Debtors are not included in this analysis as they are believed to have de minimus claims and assets: Engineered Yarns America, Inc., Falcon Foam Corp., Integrex Ventures LLC, Integrex Professional Services LLC, Integrex Supply Chain Solutions LLC, Integrex Testing Systems LLC, Homexperts LLC, Jefferson Holdings, Inc., and Owens Corning Overseas Holdings, Inc.

The Liquidation Analysis has been prepared assuming that, as described in greater detail in the Plan, certain Non-Debtor Subsidiaries (IPM Inc., Vytec Corp., and Owens-Corning Fiberglas Sweden, Inc.) may file for relief under Chapter 11 of the Bankruptcy Code, and that their cases would also be converted to Chapter 7.

In addition, certain foreign Non-Debtor Subsidiaries which are wholly owned subsidiaries of Owens Corning Delaware have been aggregated in a separate analysis titled as “All Other OCD Non-Debtors”, with the residual equity value of such subsidiaries included in the liquidation value of Owens Corning Delaware. Similarly, certain foreign Non-Debtor Subsidiaries (including Owens-Corning Sweden, Inc.) which are wholly owned subsidiaries of IPM Inc. have been aggregated in a separate analysis titled as “All Other IPM Non-Debtors” and the residual equity value of these subsidiaries included in the liquidation value of IPM.

2. Liquidation of the Debtors. This liquidation analysis assumes it would not be possible to sell Owens Corning Delaware as a going concern in a Chapter 7 case, precipitating the shutdown of both Debtor and Non-Debtor Subsidiaries. Consistent with previous disclosure statement proceedings before this Court, this liquidation analysis also assumes no rational purchaser would be willing to assume the risk of billions of dollars in potential tort liability based on mere legal arguments or even court decisions on such issues, especially when the purchaser could not predict in which jurisdiction successor liability claims would be brought. The Plan Proponents and Lazard have therefore assumed that a Chapter 7 trustee would be forced to sell assets in a traditional “bricks and mortar” liquidation with the loss of most if not all “going-concern” value attributable to the Debtors’ assets.

The Liquidation Analysis was prepared by Lazard with the assistance of management and the Debtors’ other advisors, and assumes that the Debtors’ cases would convert to Chapter 7 as of October 30, 2006. The analysis assumes that the Debtors would begin to wind-down daily operations immediately and that all manufacturing operations would be closed and secured within sixty days. During this period, the Debtors would notify employees of their pending termination under the WARN Act. During the sixty-day period, all employees would be expected to assist with the wind-down and securing of the facilities. All hourly employees would be terminated after the sixty-day period. Approximately 85% of corporate employees would be terminated after the sixty-day period and the remaining employees would assist with the wind-down of the operations including the collection of receivables and the sale of inventory. Approximately 15% of the corporate employees would remain until the end of the fourth month, and 5% of the employees would remain until the end of the twelve months.

The Liquidation Analysis assumes that the liquidation of the Debtors would commence under the direction of a Court-appointed Chapter 7 trustee and continue for 24 months, during which time all of the Company’s major assets would be sold and the cash proceeds, net of liquidation-related costs, would be distributed to creditors. The Debtors have assumed that the collection of receivables, sale of assets, and wind-down of operations would be substantially concluded within a twelve-month period. The Debtors have also assumed that the Chapter 7 trustee would need an additional twelve months to complete the liquidation process, resolve litigation and determine a mechanism for distributing liquidation proceeds to thousands of asbestos plaintiffs and other creditors. There can be no assurances that all assets would be completely liquidated during this time period.

The liquidation analysis was prepared based upon a review of the Debtors’ assets and estimates of hypothetical liquidation values were determined primarily by assessing classes of assets. For the preparation of this analysis, the Debtors did not retain third party experts to value individual assets. The Liquidation Analysis assumes that there are no proceeds from the recoveries of any potential preferences, fraudulent conveyances, or other causes of action.

-2-

3. Treatment of the Non-Debtor Subsidiaries. The Liquidation Analysis assumes that the conversion to Chapter 7 by the Debtors would result in the insolvency of the Non-Debtor Subsidiaries and a cessation of operations. Accordingly, the Liquidation Analysis assumes the orderly liquidation of the Non-Debtor Subsidiaries. This assumption is premised on several factors including the following:

• Owens Corning’s operations are organized based on a centralized management structure. As a result, the Non-Debtor Subsidiaries have minimal management structure and rely upon Owens Corning’s corporate staff to perform much of their administrative and accounting functions.

• Production is optimized based upon a global sourcing matrix. As a result, each of the Non-Debtor Subsidiaries, both individually and collectively, represents only a portion of the global portfolio of products sold by Owens Corning.

• Generally, customer relationships are handled on a global basis by the Debtors’ employees from its Toledo headquarters and not by the Non-Debtor Subsidiaries. The liquidation of the Debtors would likely result in a significant erosion in the level of orders placed by customers on a global basis, thereby significantly eroding the financial performance of the Non-Debtor Subsidiaries.

• The withdrawal of financial and managerial support provided by the Debtors would likely lead to an unwillingness by local vendors to extend payment terms to the Non-Debtor Subsidiaries, thereby leading to liquidity issues.

• The Directors of many of the individual Non-Debtor Subsidiaries would be required to place their legal entities into administrative proceedings unless alternative local financing sources were procured. It is likely that the cash management program currently in place among the Non-Debtor Subsidiaries would be discontinued in the event of the liquidation of the Debtors.

For purposes of this analysis, it was assumed that inter-company liabilities owed by the foreign Non-Debtor entities to the Debtors would be treated by European and Asian Administrators as subordinate to third party liabilities. Accordingly, the estimated recovery to the Debtors from the orderly liquidation of the Non-Debtor Subsidiaries assumes that the Debtors’ inter-company claims are subordinated to those of third party creditors of the Non-Debtor Subsidiaries. The residual value of Non-Debtor entities which are wholly owned by Owens Corning Delaware and IPM Inc. are reflected in the analysis.

4. Allocation of Bank Claims and Recoveries by Debtor

As discussed in the Plan, the following Debtors are guarantors of the pre-petition Bank Credit Facility: Exterior Systems Inc., Fibreboard Corp., Integrex Inc., IPM Inc., Owens Corning Delaware, OC Fiberglass Technology, Soltech, and Vytec Corp. For purposes of the liquidation analysis, a bank claim in the amount of $1.545 billion has been reflected for each of the guarantors. In addition, with respect to IPM Inc. and Vytec, the claim amount has been increased to $2.492 billion to account for $947 million of post-filing interest and fees.

-3-

The recoveries to holders of bank claims would be as follows:

Borrower/Guarantor	Claim ($)	% Recovery		Value ($)
Owens Corning Delaware	1,544.6	6.5	%	100.3
Owens Corning Fiberglass Tech	1,544.6	45.7	%	706.5
Integrex	1,544.6	15.6	%	241.1
Soltech	1,544.6	0.5	%	8.5
Vytec	2,491.8	0.1	%	1.3
Fibreboard	1,544.6	1.4	%	21.6
Exterior Systems	1,544.6	17.2	%	265.6
IPM	2,491.8	17.8	%	443.6
Total	1,544.6	115.8	%	1,788.4

5. Execution Risk of a Liquidation. A liquidation of Owens Corning would be unprecedented in scale and scope. The assets of the Debtors and Non-Debtor Subsidiaries include billions of dollars worth of manufacturing assets which utilize proprietary technology and are strategically placed worldwide to create an integrated product sourcing matrix. The assets are located throughout the world, cross many national borders, and would be subject to the laws of numerous states within the United States and numerous foreign jurisdictions. Given the complexity of such an undertaking, the Debtors believe significant execution risk exists if a liquidation were actually pursued. The Debtors are not aware of any successful liquidation of similar magnitude or complexity.

-4-

Net Liquidation Proceeds and Recoveries by Debtor

Hypothetical Liquidation Analysis: Owens Corning Delaware

Estimated Liquidation Proceeds

($ in millions)

	Book Value 3/31/2006 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	1,103.0	100.0	%	100.0	%	$	1,103.0		$	1,103.0
Accounts Receivable, Net (c)		442.9	65.0	%	75.0	%		287.9			332.2
Inventory (d)		364.2	40.0	%	50.0	%		145.7			182.1
Net Property, Plant & Equipment: Land (e)		34.3	100.0	%	100.0	%		34.3			34.3
Net Property, Plant & Equipment: Alloy Metals (e)		217.7	300.0	%	367.8	%		653.0			800.6
Net Property, Plant & Equipment: Other Fixed Assets (e)		1,041.5	10.0	%	20.0	%		104.2			208.3
Restricted Cash (f)		282.3	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		505.7	16.1	%	16.1	%		81.3			81.3
Total	$	3,991.6					$	2,409.4		$	2,741.8
Payroll/Overhead Related to Wind-down Costs (h)							$	(165.8	)	$	(165.8	)
Professional Fees (h)								(15.0	)		(15.0	)
Trustee/Administrator Fees (h)			3.0	%	3.0	%		(72.3	)		(82.3	)
Total Costs Associated with Liquidation								(253.1	)		(263.1	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	2,156.3		$	2,478.7
Mid-Point Estimate								$2,317.5

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						(1,002.9	)
Net Recovery on Pre-Petition Inter-Company Receivables (i)						186.4
Residual Equity Value of Owned Subsidiaries (i)						23.1
Net Estimated Proceeds Available for Distribution to Stakeholders					$	1,524.1
Secured Claims (j)		10.5	100.0	%		10.5
Administrative/Priority Claims (k)		766.7	100.0	%		766.7
Net Estimated Proceeds Available to Unsecured Claimants					$	746.9
Bank Claims		1,544.6	6.5	%		100.3
Bond Claims		1,389.2	6.5	%		90.2
General Unsecured Claims		222.8	6.5	%		14.5
Total Senior Unsecured Claims (l)	$	3,156.6	6.5	%	$	205.0
General Unsecured Claims		854.0	6.0	%		51.0
Asbestos Claims		6,718.0	6.0	%		401.1
Inter-Company Claims		1,504.0	6.0	%		89.8
Subordinated Unsecured Claims		276.6	0.0	%		0.0
Total Junior Unsecured Claims (l)	$	9,352.6	5.8	%	$	541.9
Residual Value						(0.0	)

-5-

Hypothetical Liquidation Analysis: Owens Corning Fiberglass Tech

Estimated Liquidation Proceeds

($ in millions)

	Book Value 3/31/2006 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	0.1	100.0	%	100.0	%	$	0.1		$	0.1
Accounts Receivable, Net (c)		0.0	0.0	%	0.0	%		0.0			0.0
Inventory (d)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Land (e)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.1	10.0	%	20.0	%		0.0			0.0
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		11.0	226.7	%	453.5	%		25.0			50.0
Total	$	11.2					$	25.1		$	50.1
Trustee/Administrator Fees (h)			3.0	%	3.0	%	$	(0.8	)	$	(1.5	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	24.3		$	48.6
Mid-Point Estimate								$36.5

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						857.3
Net Recovery on Pre-Petition Inter-Company Receivables (i)						46.7
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	940.5
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	940.5
Bank Claims		1,544.6	45.7	%		706.5
Bond Claims		0.0	NA			0.0
General Unsecured Claims		0.2	45.7	%		0.1
Total Senior Unsecured Claims (l)	$	1,544.8	45.7	%	$	706.5
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		511.5	45.7	%		233.9
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	511.5	45.7	%	$	233.9
Residual Value						0.0

-6-

Hypothetical Liquidation Analysis: Integrex

Estimated Liquidation Proceeds

($ in millions)

	Book Value 3/31/2006 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	0.0	0.0	%	0.0	%	$	0.0		$	0.0
Accounts Receivable, Net (c)		0.0	0.0	%	0.0	%		0.0			0.0
Inventory (d)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Land (e)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.9	10.0	%	20.0	%		0.1			0.2
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	0.9					$	0.1		$	0.2
Trustee/Administrator Fees (h)			3.0	%	3.0	%	$	(0.0	)	$	(0.0	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	0.1		$	0.2
Mid-Point Estimate								$0.1

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						(4.4	)
Net Recovery on Pre-Petition Inter-Company Receivables (i)						379.9
Residual Equity Value of Owned Subsidiaries (i)						(0.0	)
Net Estimated Proceeds Available for Distribution to Stakeholders					$	375.6
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	375.6
Bank Claims		1,544.6	15.6	%		241.1
Bond Claims		0.0	NA			0.0
General Unsecured Claims		4.4	15.6	%		0.7
Total Senior Unsecured Claims (l)	$	1,549.0	15.6	%	$	241.8
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		857.6	15.6	%		133.8
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	857.6	15.6	%	$	133.8
Residual Value						0.0

-7-

Hypothetical Liquidation Analysis: Soltech

Estimated Liquidation Proceeds

($ in millions)

	Book Value 3/31/2006 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	5.1	100.0	%	100.0	%	$	5.1		$	5.1
Accounts Receivable, Net (c)		12.1	65.0	%	75.0	%		7.9			9.1
Inventory (d)		3.5	40.0	%	50.0	%		1.4			1.8
Net Property, Plant & Equipment: Land (e)		0.0	100.0	%	100.0	%		0.0			0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		4.1	10.0	%	20.0	%		0.4			0.8
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	24.9					$	14.9		$	16.8
Trustee/Administrator Fees (h)			3.0	%	3.0	%	$	(0.4	)	$	(0.5	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	14.4		$	16.3
Mid-Point Estimate								$15.4

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						(5.4	)
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.0
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	10.0
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		1.4	100.0	%		1.4
Net Estimated Proceeds Available to Unsecured Claimants					$	8.6
Bank Claims		1,544.6	0.5	%		8.5
Bond Claims		0.0	NA			0.0
General Unsecured Claims		1.9	0.5	%		0.0
Total Senior Unsecured Claims (l)	$	1,546.5	0.5	%	$	8.5
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		17.6	0.5	%		0.1
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	17.6	0.5	%	$	0.1
Residual Value						0.0

-8-

Hypothetical Liquidation Analysis: CDC

Estimated Liquidation Proceeds

($ in millions)

	Book Value 3/31/2006 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	0.6	100.0	%	100.0	%	$	0.6		$	0.6
Accounts Receivable, Net (c)		1.3	65.0	%	75.0	%		0.9			1.0
Inventory (d)		1.0	40.0	%	50.0	%		0.4			0.5
Net Property, Plant & Equipment: Land (e)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.5	10.0	%	20.0	%		0.1			0.1
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	3.5					$	1.9		$	2.2
Trustee/Administrator Fees (h)			3.0	%	3.0	%	$	(0.1	)	$	(0.1	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	1.9		$	2.2
Mid-Point Estimate								$2.0

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						(1.7	)
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.0
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	0.4
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants						0.4
Bank Claims		0.0	NA			0.0
Bond Claims		0.0	NA			0.0
General Unsecured Claims		0.6	37.3	%		0.2
Total Senior Unsecured Claims (l)	$	0.6	37.3	%	$	0.2
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		0.4	37.3	%		0.1
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	0.4	37.3	%	$	0.1
Residual Value						0.0

-9-

Hypothetical Liquidation Analysis: OC HT

Estimated Liquidation Proceeds

($ in millions)

	Book Value 3/31/2006 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low		High
Cash and Equivalents (b)	$	0.0	0.0	%	0.0	%	$	0.0	$	0.0
Accounts Receivable, Net (c)		0.0	0.0	%	0.0	%		0.0		0.0
Inventory (d)		0.0	0.0	%	0.0	%		0.0		0.0
Net Property, Plant & Equipment: Land (e)		0.0	0.0	%	0.0	%		0.0		0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	0.0	%	0.0	%		0.0		0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.0	0.0	%	0.0	%		0.0		0.0
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0		0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0		0.0
Total	$	0.0					$	0.0	$	0.0
Trustee/Administrator Fees (h)			3.0	%	3.0	%	$	0.0	$	0.0
Net Estimated Proceeds Available for Distribution to Stakeholders							$	0.0	$	0.0
Mid-Point Estimate								$0.0

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						0.1
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.0
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	0.1
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	0.1
Bank Claims		0.0	NA			0.0
Bond Claims		0.0	NA			0.0
General Unsecured Claims		0.8	1.8	%		0.0
Total Senior Unsecured Claims (l)	$	0.8	1.8	%	$	0.0
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		6.6	1.8	%		0.1
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	6.6	1.8	%	$	0.1
Residual Value					$	0.0

-10-

Hypothetical Liquidation Analysis: OC Remodeling

Estimated Liquidation Proceeds

($ in millions)

	Book Value 3/31/2006 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	0.0	0.0	%	0.0	%	$	0.0		$	0.0
Accounts Receivable, Net (c)		4.3	65.0	%	75.0	%		2.8			3.2
Inventory (d)		1.3	40.0	%	50.0	%		0.5			0.6
Net Property, Plant & Equipment: Land (e)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.1	10.0	%	20.0	%		0.0			0.0
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	5.7					$	3.3		$	3.9
Trustee/Administrator Fees (h)			3.0	%	3.0	%	$	(0.1	)	$	(0.1	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	3.2		$	3.8
Mid-Point Estimate								$3.5

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						(0.3	)
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.0
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	3.2
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		3.0	100.0	%		3.0
Net Estimated Proceeds Available to Unsecured Claimants						0.2
Bank Claims		0.0	NA			0.0
Bond Claims		0.0	NA			0.0
General Unsecured Claims		0.0	NA			0.0
Total Senior Unsecured Claims (l)	$	0.0	NA		$	0.0
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		1.8	13.4	%		0.2
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	1.8	13.4	%	$	0.2
Residual Value						0.0

-11-

Hypothetical Liquidation Analysis: Vytec

Estimated Liquidation Proceeds

($ in millions)

	Book Value 3/31/2006 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	4.3	100.0	%	100.0	%	$	4.3		$	4.3
Accounts Receivable, Net (c)		0.4	65.0	%	75.0	%		0.2			0.3
Inventory (d)		6.6	40.0	%	50.0	%		2.7			3.3
Net Property, Plant & Equipment: Land (e)		0.4	100.0	%	100.0	%		0.4			0.4
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		8.5	10.0	%	20.0	%		0.9			1.7
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	20.3					$	8.5		$	10.1
Trustee/Administrator Fees (h)			3.0	%	3.0	%	$	(0.3	)	$	(0.3	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	8.3		$	9.8
Mid-Point Estimate								$9.0

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						(8.0	)
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.3
Residual Equity Value of Owned Subsidiaries (i)						(0.0	)
Net Estimated Proceeds Available for Distribution to Stakeholders					$	1.3
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	1.3
Bank Claims		2,491.8	0.1	%		1.3
Bond Claims		0.0	NA			0.0
General Unsecured Claims		0.0	NA			0.0
Total Senior Unsecured Claims (l)	$	2,491.8	0.1	%	$	1.3
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		0.0	NA			0.0
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	0.0	0.0	%	$	0.0
Residual Value						0.0

-12-

Hypothetical Liquidation Analysis: Fibreboard

Estimated Liquidation Proceeds

($ in millions)

	Book Value 3/31/2006 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low		High
Cash and Equivalents (b)	$	0.0	0.0	%	0.0	%	$	0.0	$	0.0
Accounts Receivable, Net (c)		0.0	0.0	%	0.0	%		0.0		0.0
Inventory (d)		0.0	0.0	%	0.0	%		0.0		0.0
Net Property, Plant & Equipment: Land (e)		0.0	0.0	%	0.0	%		0.0		0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	0.0	%	0.0	%		0.0		0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.0	0.0	%	0.0	%		0.0		0.0
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0		0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0		0.0
Total	$	0.0					$	0.0	$	0.0
Trustee/Administrator Fees (h)			3.0	%	3.0	%	$	0.0	$	0.0
Net Estimated Proceeds Available for Distribution to Stakeholders							$	0.0	$	0.0
Mid-Point Estimate								$0.0

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						(3.6	)
Net Recovery on Pre-Petition Inter-Company Receivables (i)						52.7
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	49.1
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	49.1
Bank Claims		1,544.6	1.4	%		21.6
Bond Claims		0.0	NA			0.0
General Unsecured Claims		4.6	1.4	%		0.1
Total Senior Unsecured Claims (l)	$	1,549.2	1.4	%	$	21.6
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		1,764.0	1.4	%		24.6
Inter-Company Claims		202.9	1.4	%		2.8
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	1,966.9	1.4	%	$	27.5
Residual Value						0.0

-13-

Hypothetical Liquidation Analysis: Fibreboard Trust

Estimated Liquidation Proceeds

($ in millions)

	Book Value 3/31/2006 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low		High
Cash and Equivalents (b)	$	0.0	0.0	%	0.0	%	$	0.0	$	0.0
Accounts Receivable, Net (c)		0.0	0.0	%	0.0	%		0.0		0.0
Inventory (d)		0.0	0.0	%	0.0	%		0.0		0.0
Net Property, Plant & Equipment: Land (e)		0.0	0.0	%	0.0	%		0.0		0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	0.0	%	0.0	%		0.0		0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.0	0.0	%	0.0	%		0.0		0.0
Restricted Cash (f)		1,445.0	100.0	%	100.0	%		1,445.0		1,445.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0		0.0
Total	$	1,445.0					$	1,445.0	$	1,445.0
Trustee/Administrator Fees (h)							$	0.0	$	0.0
Net Estimated Proceeds Available for Distribution to Stakeholders							$	1,445.0	$	1,445.0
Mid-Point Estimate								$1,445.0

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						0.0
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.0
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	1,445.0
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	1,445.0
Bank Claims		0.0	NA			0.0
Bond Claims		0.0	NA			0.0
General Unsecured Claims		0.0	NA			0.0
Total Senior Unsecured Claims (l)	$	0.0	NA		$	0.0
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		3,200.0	45.2	%		1,445.0
Inter-Company Claims		0.0	NA			0.0
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	3,200.0	45.2	%	$	1,445.0
Residual Value						0.0

-14-

Hypothetical Liquidation Analysis: Exterior Systems, Inc.

Estimated Liquidation Proceeds

($ in millions)

	Book Value 3/31/2006 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	12.2	100.0	%	100.0	%	$	12.2		$	12.2
Accounts Receivable, Net (c)		105.2	65.0	%	75.0	%		68.4			78.9
Inventory (d)		128.7	40.0	%	50.0	%		51.5			64.4
Net Property, Plant & Equipment: Land (e)		3.2	100.0	%	100.0	%		3.2			3.2
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		60.0	10.0	%	20.0	%		6.0			12.0
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	309.4					$	141.3		$	170.7
Trustee/Administrator Fees (h)			3.0	%	3.0	%	$	(4.2	)	$	(5.1	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	137.1		$	165.6
Mid-Point Estimate								$151.3

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						280.5
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.0
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	431.8
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		79.7	100.0	%		79.7
Net Estimated Proceeds Available to Unsecured Claimants					$	352.1
Bank Claims		1,544.6	17.2	%		265.6
Bond Claims		0.0	NA			0.0
General Unsecured Claims		65.7	17.2	%		11.3
Total Senior Unsecured Claims (l)	$	1,610.3	17.2	%	$	276.9
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		437.7	17.2	%		75.3
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	437.7	17.2	%	$	75.3
Residual Value						0.0

-15-

Hypothetical Liquidation Analysis: IPM Inc.

Estimated Liquidation Proceeds

($ in millions)

	Book Value 3/31/2006 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	251.6	100.0	%	100.0	%	$	251.6		$	251.6
Accounts Receivable, Net (c)		0.0	0.0	%	0.0	%		0.0			0.0
Inventory (d)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Land (e)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.0	0.0	%	0.0	%		0.0			0.0
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	251.6					$	251.6		$	251.6
Trustee/Administrator Fees (h)			3.0	%	3.0	%	$	(7.5	)	$	(7.5	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	244.0		$	244.0
Mid-Point Estimate								$244.0

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						0.0
Net Recovery on Pre-Petition Inter-Company Receivables (i)						10.4
Residual Equity Value of Owned Subsidiaries (i)						332.6
Net Estimated Proceeds Available for Distribution to Stakeholders					$	587.1
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	587.1
Bank Claims		2,491.8	17.8	%		443.6
Bond Claims		0.0	NA			0.0
General Unsecured Claims		0.0	NA			0.0
Total Senior Unsecured Claims (l)	$	2,491.8	17.8	%	$	443.6
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		805.9	17.8	%		143.5
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	805.9	17.8	%	$	143.5
Residual Value						0.0

-16-

Hypothetical Liquidation Analysis: All Other IPM Non-Debtors

Estimated Liquidation Proceeds

($ in millions)

	Book Value 3/31/2006 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	151.4	100.0	%	100.0	%	$	151.4		$	151.4
Accounts Receivable, Net (c)		158.2	65.0	%	75.0	%		102.8			118.6
Inventory (d)		134.6	40.0	%	50.0	%		53.8			67.3
Net Property, Plant & Equipment: Land (e)		40.3	100.0	%	100.0	%		40.3			40.3
Net Property, Plant & Equipment: Alloy Metals (e)		39.0	300.0	%	367.8	%		117.1			143.6
Net Property, Plant & Equipment: Other Fixed Assets (e)		506.7	10.0	%	20.0	%		50.7			101.3
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	1,030.1					$	516.1		$	622.5
Trustee/Administrator Fees (h)			3.0	%	3.0	%	$	(15.5	)	$	(18.7	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	500.6		$	603.9
Mid-Point Estimate								$552.2

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						(107.9	)
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.0
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	444.3
Existing Debt (j)		35.0	100.0	%		35.0
Trade Payables (k)		76.7	100.0	%		76.7
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	332.6
Bank Claims		0.0	NA			0.0
Bond Claims		0.0	NA			0.0
General Unsecured Claims		0.0	NA			0.0
Total Senior Unsecured Claims (l)	$	0.0	NA		$	0.0
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		0.0	NA			0.0
		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	0.0	0.0	%	$	0.0
Residual Value					$	332.6

Hypothetical Liquidation Analysis: All Other OCD Debtors

Estimated Liquidation Proceeds

($ in millions)

	Book Value 3/31/2006 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	0.0	0.0	%	0.0	%	$	0.0		$	0.0
Accounts Receivable, Net (c)		0.0	65.0	%	75.0	%		0.0			0.0
Inventory (d)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Land (e)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	0.0	%	0.0	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.0	0.0	%	0.0	%		0.0			0.0
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	0.0					$	0.0		$	0.0
Trustee/Administrator Fees (h)			3.0	%	3.0	%	$	(0.0	)	$	(0.0	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	0.0		$	0.0
Mid-Point Estimate								$0.0

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						0.0
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.3
Residual Equity Value of Owned Subsidiaries (i)						(0.0	)
Net Estimated Proceeds Available for Distribution to Stakeholders					$	0.3
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	0.3
Bank Claims		0.0	NA			0.0
Bond Claims		0.0	NA			0.0
General Unsecured Claims		0.0	NA			0.0
Total Senior Unsecured Claims (l)	$	0.0	NA		$	0.0
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		0.0	NA			0.0
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	0.0	0.0	%	$	0.0
Residual Value					$	0.3

-17-

Hypothetical Liquidation Analysis: All Other OCD Non-Debtors

Estimated Liquidation Proceeds

($ in millions)

	Book Value 3/31/2006 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	21.3	100.0	%	100.0	%	$	21.3		$	21.3
Accounts Receivable, Net (c)		17.4	65.0	%	75.0	%		11.3			13.1
Inventory (d)		23.1	40.0	%	50.0	%		9.2			11.5
Net Property, Plant & Equipment: Land (e)		6.8	100.0	%	100.0	%		6.8			6.8
Net Property, Plant & Equipment: Alloy Metals (e)		0.5	300.0	%	367.8	%		1.4			1.7
Net Property, Plant & Equipment: Other Fixed Assets (e)		49.4	10.0	%	20.0	%		4.9			9.9
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	118.4					$	55.0		$	64.3
Trustee/Administrator Fees (h)			3.0	%	3.0	%	$	(1.6	)	$	(1.9	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	53.3		$	62.3
Mid-Point Estimate								$57.8

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						0.0
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.0
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	57.8
Existing Debt (j)		20.0	100.0	%		20.0
Trade Payables (k)		15.0	100.0	%		15.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	22.8
Bank Claims		0.0	NA			0.0
Bond Claims		0.0	NA			0.0
General Unsecured Claims		0.0	NA			0.0
Total Senior Unsecured Claims (l)	$	0.0	NA		$	0.0
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		0.0	NA			0.0
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	0.0	0.0	%	$	0.0
Residual Value					$	22.8

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Notes to Liquidation Analysis

A summary of the assumptions used by Lazard and Debtors’ management in preparing the liquidation analysis is set forth below (Assumptions were assumed to be valid for each of the Debtors unless noted otherwise).

Note A – Book Values as of March 31, 2006

Unless stated otherwise, the book values used in this Liquidation Analysis reflect the unaudited book values as of March 31, 2006 and are assumed to be representative of the Debtors’ assets and liabilities as of October 30, 2006.

Note B – Cash and Cash Equivalents

It is assumed that cash and cash equivalents of approximately $979 million held in Debtor accounts and $381 million held in Non-Debtor accounts as of March 31, 2006, would be 100% collectible. A significant portion of the Non-Debtor cash will be repatriated in the ordinary course pursuant to the American Job Creation Act of 2004. The Liquidation Analysis assumes that approximately $190 million of cash is generated from March 31, 2006 until October 30, 2006, and is included as cash held by Owens Corning Delaware and IPM, Inc.

Note C – Accounts Receivable

Proceeds from the collection of accounts receivable were estimated based upon an analysis of the Debtors’ accounts receivable including a review of the Debtors’ receivables aging schedule. The following collection rates were assumed as part of the analysis: 0-30 days (70%), 31-60 days (50%), 61-90 days (20%), and over 91 days (10%). The weighted average recovery rate based on this methodology was approximately 70%. For purposes of this analysis, Lazard assumed a range of between 65% and 75%.

Note D – Inventory

Inventories are comprised of raw materials, work-in-process, and finished goods. Proceeds from the sale of inventories were estimated based upon a review of the Debtors’ inventories and the likely discount required to induce third parties to purchase and distribute these inventories. A significant portion of the Debtors’ inventories include “high weight / low value” and “high volume / low value” products (for example, an entire truck-load of insulation has a retail value of approximately $9,500). These characteristics increase the costs to an intermediary who is required to pick-up, ship and store the Debtors’ inventories prior to resale. In addition, it is unlikely that the Debtors’ competitors would be interested in purchasing the Debtors’ branded inventories for resale to their own customers (for example, “pink” insulation).

Raw materials inventory and work-in-process were assumed to be recoverable at 20% of book value. Finished goods inventory was assumed to be recoverable at 50% of book value. This methodology resulted in an overall inventory recovery of approximately 40% of book value (excluding the LIFO Reserve). For purposes of this analysis, Lazard assumed a range of between 40% and 50%.

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Note E – Property, Plant & Equipment, Net

Property, Plant & Equipment includes land, buildings, machinery and equipment, alloy metals, and construction-in-progress. The orderly liquidation value for land was assumed to be 100% of net book value. The recovery rate on alloy metals was based upon an analysis of the quantity of the alloy’s bases metals, platinum and rhodium. The liquidation value of the alloy was determined using a range based upon current market prices, less a discount for collection and processing costs to separate the alloy into the base metals (approximately 10%). The high end of the range (368% of net book value) represents market value less costs, while the low end of the range (300% of net book value) further discounts this value due to the estimated impact on market prices associated with such a liquidation. If a company such as Owens Corning were to liquidate its entire inventory of alloy, it could be expected to create a temporary supply imbalance resulting in lower market prices (especially in rhodium, which generally has lower trading volume). Also, precious metals such as platinum and rhodium are currently trading at historically high prices. Other Fixed Assets including buildings, machinery and equipment was assumed to have an orderly liquidation value of between 10% and 20%.

Note F – Restricted Cash

Restricted Cash includes the following:

• Owens Corning Delaware – Restricted cash of $198 million held by law firms on behalf of Owens Corning asbestos plaintiffs is assumed to be not recoverable by the Chapter 7 trustee and is used to reduce Owens Corning Asbestos Personal Injury Claims. Owens Corning Insurance Escrows in the amount of $84 million are assumed to be not recoverable by the Chapter 7 trustee and is used to reduce Owens Corning Asbestos Personal Injury Claims.

• Fibreboard – The Fibreboard Insurance Settlement Trust with funds totaling $1.318 billion is assumed to be not recoverable by the Chapter 7 trustee and is used to reduce Fibreboard Asbestos Personal Injury Claims. Restricted Cash of $127 million held by law firms on behalf of Fibreboard asbestos plaintiffs is assumed to not be recoverable by the Chapter 7 trustee and is used to reduce Fibreboard Asbestos Personal Injury Claims.

Note G – Other Assets

Other Assets include the following:

• Owens Corning Delaware – Intangibles include, inter alia, the Owens Corning brand name and various related trade-marks such as the color pink (with respect to insulation products). Based upon a review of royalty rates for commercial and industrial trade-names, the liquidation value of the Owens Corning brand name and related trade marks is estimated to be approximately $75 million. Although this amount is included in the calculation of liquidation value, there is no precedent for determination of the ability to sell the brand name of an enterprise with substantial asbestos liabilities, as the prospective purchaser might anticipate being subjected to litigation. Other Assets include insurance receivable, long-

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term deposits and hedging assets. Other Assets, not including intangibles, were assumed to be held entirely at Owens Corning Delaware, and were deemed to have a liquidation value of approximately 12% of book value.

• Owens Corning Fiberglass Technology – The Liquidation Analysis assumes that the patents and proprietary technology would have a value of approximately $25 million to $50 million. The proprietary technology owned by OCFT consists primarily of manufacturing processes and “know-how”. As a result of the cessation of operations and dismantling of the manufacturing facilities, it has been assumed that the liquidation value of the proprietary technology will be significantly impaired.

Note H – Costs Associated with Liquidation

The Liquidation Analysis assumes that all employees are given immediate notice of their pending termination pursuant to the WARN Act. Employees at the facilities are utilized during the sixty-day period to assist with the wind-down and securing of the facilities. Corporate employees are utilized during the sixty-day period to assist with the collection of receivables and the sale of inventory. Total payroll for the Debtors is estimated to total approximately $150 million during the sixty-day period. Following the sixty-day period, it is estimated that 15% of the corporate employees would remain until the end of the fourth month, and 5% would remain until the end of the twelve months. Corporate payroll and overhead costs associated with the liquidation after the sixty-day period were calculated based on a $22 million monthly run-rate which reflects the approximate monthly costs experienced during the first quarter of 2006.

Chapter 7 Trustee Fees include those fees associated with the appointment of a Chapter 7 trustee in accordance with Section 326 of the Bankruptcy Code. Trustee fees are estimated based on historical experience in other similar cases and are calculated at 3% of the total cash generated from non-cash assets during the liquidation. Of course, depending upon the ultimate facts on a case-by-case basis, the costs of liquidation also may include costs of sales, publication notice costs, professional costs and other administrative overhead other than trustee fees.

Chapter 7 Professional Fees include legal and accounting fees incurred during the twenty-four month liquidation period. Monthly professional fees are assumed to be $1.0 million per month for six months and $0.5 million per month for eighteen months.

The costs of administering a Chapter 7 liquidation are estimated as follows:

Corporate payroll & Overhead Costs	$	166 million
Trustee Fees (All entities)	$	110 million
Professional Fees	$	15 million
Total	$	291 million

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Note I – Other Sources of Distributable Value

• Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables – For purposes of this analysis, it was assumed that Post-Petition Payables owed between Debtors (on a net basis) are Administrative Claims and are paid in full. For example, Owens Corning Delaware owes approximately $1.0 billion on account of post-petition payables (on a net basis) to other Debtors.

• Net Recovery on Pre-Petition Inter-Company Receivables – As the Liquidation Analysis is premised on a deconsolidated Plan, each Debtor receives its respective recovery, if any, on account of pre-petition claims at the other Debtors.

• Residual Equity Value of Owned Subsidiaries – To the extent that a Debtor or Non-Debtor entity has residual equity value, the value of that equity is attributed to the Debtor or Non-Debtor holding such equity.

Note J – Secured Creditor Claims

Secured creditor claims are assumed to be as follows:

• Owens Corning Delaware – Secured claims include certain industrial revenue bonds and mechanics liens.

Note K – Administrative and Priority Claims

Administrative and priority claims are assumed to be as follows:

• Owens Corning Delaware – total $766 million and are assumed to include the following:

i. Administrative and priority claims of $111 million as described in the Plan

ii. Post-petition letters of credit under the DIP Facility totaling $175 million which are assumed to be drawn as a result of the conversion to Chapter 7;

iii. Post-petition accounts payable of $315 million;

iv. Post-petition accrued expenses of $166 million, which has been adjusted to exclude reserves and other accrued expenses unlikely to become claims.

• Administrative and priority claims at Soltech, CDC, OC Remodeling and Exterior Systems Inc. are comprised of post-petition trade payables and accrued liabilities.

Note L – Pre-petition Unsecured Claims

As discussed in the Plan, unsecured claims at Owens Corning Delaware have been classified as “senior” unsecured claims to the extent they are deemed to benefit from the subordination provisions of certain pre-petition lending arrangements.

As discussed in the Plan, the following Debtors are guarantors of the pre-petition Bank Credit Facility: Exterior Systems Inc., Fibreboard Corp., Integrex Inc., IPM Inc., Owens Corning Delaware, OC Fiberglass Technology, OC Sweden, Soltech, and Vytec Corp. For purposes of the liquidation analysis, a bank claim in the amount of $1.544 billion has been reflected for each of the guarantors. In addition, with respect to IPM Inc. and Vytec, the claim amount has been increased to $2.492 billion to account for post-filing interest and fees.

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Pre-petition Unsecured Claims are assumed to be as follows:

• Owens Corning Delaware

i. Bank claims (senior) of $1.544 billion, which assumes the $1.475 billion claim amount in the Plan plus an additional $69 million of issued but undrawn pre-petition letters of credit;

ii. Bond claims of $1.389 billion (senior);

iii. General unsecured claims (senior) of $223 million, which includes $218 million of claims as included in the Plan, $5 million of claims classified as convenience claims in the Plan;

iv. General unsecured claims (junior) of $854 million, which includes $104 million of claims as included in the Plan, an additional claim from the PBGC estimated at $450 million, and an additional claim estimated at $300 million related to the rejection of executory contracts and operating leases, including contracts and leases that were previously assumed during the pendancy of these cases;

v. The OC Asbestos Personal Injury Claims (both current and future claims) are assumed to total $6.718 billion. This amount assumes a gross claim of $7.000 billion less Restricted Cash of $198 million and less OC Asbestos Personal Injury Liability Insurance Assets of $84 million (estimated amounts as of October 30, 2006).

vi. Inter-Company claims of $1.504 billion (on a net basis between Debtors)

vii. Subordinated claims of $277 million including $253 million related to an inter-company claim owed to OC Capital Corp. and $23 million related to an inter-company claim owed to OC Funding B.V. Corp.

• Integrex – For purposes of this analysis, its has been assumed that there are no direct asbestos personal injury claims against Integrex.

• Fibreboard – The FB Asbestos Personal Injury Claims (both current and future claims) are assumed to total $ 1.755 billion. This amount assumes a gross claim of $3.200 billion less Restricted Cash of $127 million and less the Fibreboard Insurance Settlement Trust of $1.318 billion (estimated amounts as of October 30, 2006).

• Fibreboard Trust – The full amount of the Fibreboard Insurance Settlement Trust and the Restricted Cash will be for the benefit of FB Asbestos Personal Injury Claims.

• OC Capital – Includes unsecured claims of $200 million related to the Monthly Income Preferred Securities (MIPs).

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APPENDIX D

Owens Corning Annual Report on Form 10-K for the period ending December 31, 2005,

Owens Corning Quarterly Report on Form 10-Q for the period ending March 31, 2006,

and other referenced reports filed with the Securities and Exchange Commission

Although these documents are incorporated by reference as

part of the Disclosure Statement, the Plan Proponents will not

attach this document to the copies of the Disclosure Statement

that will be mailed to creditors along with their ballots. Copies

of these documents may be obtained, free of charge, through

OC’s website at www.owenscorning.com or by sending a

written request, including by telecopy or e-mail to:

OWENS CORNING

c/o Omni Management Group, LLC

16161 Ventura Blvd., PMB 517

Encino, CA 91436

818-905-6542 (fax)

contact@omnimgt.com

These documents may also be obtained at the Securities and

Exchange Commission’s “Edgar” website at

www.sec.gov/edgar.shtml.

APPENDIX E-1

Estimated Claim Summaries

Appendix E-1: Estimated Claims Summaries

The Debtors’ review of all Claims filed is ongoing, and is anticipated to be completed after the Confirmation Date. Based on their analysis of the Claims thus far, the Debtors have estimated the Claims that are likely to become Allowed Claims. Such estimates have been prepared on a Debtor-by-Debtor and class-by-class basis, and are attached hereto. The Debtors’ allocation of Claims among the various Debtors is based on the Third Circuit’s Substantive Consolidation Order, as described in the Disclosure Statement, the Debtors’ books and records and the Debtors’ review of the Claims. Such review has included, without limitation, consideration of the asserted priority of claims and the assertion by certain parties of entitlement to liens and/or constructive trusts. The Debtors’ estimates have not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Nothing contained herein is intended to restrict or otherwise affect any creditor’s right to contest any objection by the Debtors to any Claim, including without limitation any objection seeking to reallocate one or more Claims to a Debtor other than the Debtor(s) against which such Claim was asserted.

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THE ATTACHED SCHEDULES, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN AS ESTIMATED IN THIS DISCLOSURE STATEMENT.

Page 1 of 19

Claims Summary APPENDIX E - 1

Owens Corning

Case Number 00-03837

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Owens Corning (00-03837)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
A1	Other Priority Claims	$	487,079,059.54	$	206,285.57	$	2,623,269.18
A2-A	Other Secured Tax Claims	$	2,724,338.25	$	2,615,838.86	$	2,615,838.86
A2-B	Other Secured Claims	$	35,906,741.36	$	7,936,999.53	$	9,134,931.38
A3	Convenience Class	$	5,333,608.83	$	5,273,982.50	$	5,353,755.32
A4	Bank Debt Holders	$	1,586,967,516.99	$	1,460,720,310.00	$	1,544,557,652.00
A5	Bond Claims	$	1,409,573,506.24	$	1,388,323,505.80	$	1,409,573,506.24
A6-A	General Unsecured – Total	$	1,110,869,885.65	$	104,000,701.48	$	127,111,532.77
A6-B	General Unsecured/Sr. Indebtedness – Total	$	239,759,785.61	$	217,914,622.30	$	224,561,273.23
A7	OC Asbestos PI Claims – Total	$	—	$	7,000,000,000.00	$	7,000,000,000.00
A10	Intercompany Claims	$	2,473,781,627.00	$	2,473,781,627.00	$	2,473,781,627.00
A11	Subordinated Claims	$	276,729,456.40	$	276,729,456.40	$	276,729,456.40
Unclassified	Administrative Claims	$	58,871,936.37	$	276,514.85	$	58,224,886.75
Unclassified	Priority Tax Claims	$	503,288,132.07	$	63,872,668.89	$	499,158,699.44
	Total	$	8,190,885,594.31	$	13,001,652,513.18	$	13,633,426,428.57

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 2 of 19

Claims Summary APPENDIX E - 1

CDC Corporation

Case Number 00-03838

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

CDC Corporation (00-03838)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
J1	Other Priority Claims	$	7,489,320.01	$	—	$	—
J2-A	Other Secured Tax Claims	$	194,181.45	$	—	$	—
J2-B	Other Secured Claims	$	5,028,366.54	$	3,158.01	$	3,158.01
J3	Convenience Class	$	123,897.47	$	145,380.94	$	145,380.94
J6	General Unsecured Claims	$	6,370,228.60	$	472,049.56	$	472,049.56
J10	Intercompany Claims	$	400,043.40	$	400,043.40	$	400,043.40
Unclassified	Administrative Claims	$	7,823.06	$	153.53	$	153.53
Unclassified	Priority Tax Claims	$	5,083.47	$	583.47	$	583.47
	Total	$	19,618,944.00	$	1,021,368.91	$	1,021,368.91

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 3 of 19

Claims Summary APPENDIX E - 1

Engineered Yarns America, Inc.

Case Number 00-03839

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Engineered Yarns America, Inc. (00-03839)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
M1	Other Priority Claims	$	7,489,320.01	$	—	$	—
M2-A	Other Secured Tax Claims	$	194,181.45	$	—	$	—
M2-B	Other Secured Claims	$	5,025,208.53	$	—	$	—
M3	Convenience Class	$	11,542.86	$	1,689.03	$	1,689.03
M6	General Unsecured Claims	$	5,898,181.04	$	—	$	—
Unclassified	Administrative Claims	$	7,669.53	$	—	$	—
Unclassified	Priority Tax Claims	$	11,511.38	$	7,011.38	$	7,011.38
	Total	$	18,637,614.80	$	8,700.41	$	8,700.41

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 4 of 19

Claims Summary APPENDIX E - 1

Falcon Foam Corporation

Case Number 00-03840

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Falcon Foam Corporation (00-03840)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
N1	Other Priority Claims	$	7,489,320.01	$	—	$	—
N2-A	Other Secured Tax Claims	$	194,181.45	$	—	$	—
N2-B	Other Secured Claims	$	5,025,208.53	$	—	$	—
N3	Convenience Class	$	9,853.83	$	—	$	—
N4	Bank Debt Holders	$	1,586,967,516.99	$	1,460,720,310.00	$	1,544,557,652.00
N6	General Unsecured Claims	$	7,065,621.86	$	100,000.00	$	866,257.50
Unclassified	Administrative Claims	$	29,839.53	$	—	$	—
Unclassified	Priority Tax Claims	$	71,749.56	$	67,249.56	$	67,249.56
	Total	$	1,606,853,291.76	$	1,460,887,559.56	$	1,545,491,159.06

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 5 of 19

Claims Summary APPENDIX E - 1

Integrex

Case Number 00-03841

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Integrex (00-03841)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
I1	Other Priority Claims	$	7,540,320.01	$	—	$	—
I2-A	Other Secured Tax Claims	$	194,181.45	$	—	$	—
I2-B	Other Secured Claims	$	5,025,208.53	$	9,745.41	$	9,745.41
I3	Convenience Class	$	215,586.47	$	206,278.07	$	210,374.38
I4	Bank Debt Holders	$	1,586,967,516.99	$	1,460,720,310.00	$	1,544,557,652.00
I6	General Unsecured Claims	$	11,621,989.78	$	4,227,594.10	$	4,649,902.70
I10	Intercompany Claims (a)	$	1,151,853,618.34	$	318,853,618.34	$	1,151,853,618.34
Unclassified	Administrative Claims	$	7,669.53	$	—	$	—
Unclassified	Priority Tax Claims	$	44,688.36	$	12,165.00	$	12,165.00
	Total	$	2,763,470,779.46	$	1,784,029,710.92	$	2,701,293,457.83

(a) includes $833 million due to Owens Corning on account of December 24, 1997 Contribution Agreement.

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 6 of 19

Claims Summary APPENDIX E - 1

Fibreboard Corporation

Case Number 00-03842

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Fibreboard Corporation (00-03842)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
B1	Other Priority Claims	$	8,975,658.01	$	—	$	—
B2-A	Other Secured Tax Claims	$	228,832.45	$	—	$	—
B2-B	Other Secured Claims	$	5,026,057.59	$	849.06	$	849.06
B3	Convenience Class	$	81,959.26	$	75,123.82	$	76,623.82
B4	Bank Debt Holders	$	1,586,967,516.99	$	1,460,720,310.00	$	1,544,557,652.00
B6	General Unsecured Claims	$	10,469,994.31	$	4,524,205.15	$	4,575,947.52
B8	FB Asbestos PI Claims -- Total	$	—	$	3,200,000,000.00	$	3,200,000,000.00
B9	FB Asbestos PD Claims -- Total	$	3,345,946.00	$	—	$	3,385,946.00
B10	Intercompany Claims	$	763,034,224.68	$	763,034,224.68	$	763,034,224.68
Unclassified	Administrative Claims	$	22,626.53	$	—	$	14,957.00
Unclassified	Priority Tax Claims	$	1,120,082.37	$	847,061.17	$	1,154,147.41
	Total	$	2,379,272,898.19	$	5,429,201,773.88	$	5,516,800,347.49

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 7 of 19

Claims Summary APPENDIX E - 1

Exterior Systems, Inc.

Case Number 00-03843

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Exterior Systems, Inc. (00-03843)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
C1	Other Priority Claims	$	7,542,759.45	$	16,641.05	$	16,641.05
C2-A	Other Secured Tax Claims	$	781,982.13	$	587,800.68	$	587,800.68
C2-B	Other Secured Claims	$	5,120,199.09	$	92,586.53	$	123,359.84
C3	Convenience Class	$	2,971,591.08	$	2,888,941.07	$	2,924,414.06
C4	Bank Debt Holders	$	1,586,967,516.99	$	1,460,720,310.00	$	1,544,557,652.00
C6	General Unsecured Claims	$	67,856,185.38	$	61,741,064.78	$	68,222,441.02
C10	Intercompany Claims	$	393,864,040.96	$	393,864,040.96	$	393,864,040.96
Unclassified	Administrative Claims	$	289,918.07	$	41,353.91	$	41,353.91
Unclassified	Priority Tax Claims	$	1,025,993.56	$	803,704.59	$	805,888.19
	Total	$	2,066,420,186.71	$	1,920,756,443.57	$	2,011,143,591.71

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 8 of 19

Claims Summary APPENDIX E - 1

Integrex Ventures, LLC

Case Number 00-03844

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Integrex Ventures, LLC (00-03844)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
S1	Other Priority Claims	$	7,489,320.01	$	—	$	—
S2-A	Other Secured Tax Claims	$	194,181.45	$	—	$	—
S2-B	Other Secured Claims	$	5,025,208.53	$	—	$	—
S3	Convenience Class	$	9,853.83	$	—	$	—
S6	General Unsecured Claims	$	5,898,180.04	$	—	$	—
Unclassified	Administrative Claims	$	7,669.53	$	—	$	—
Unclassified	Priority Tax Claims	$	4,500.00	$	—	$	—
	Total	$	18,628,913.39	$	—	$	—

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 9 of 19

Claims Summary APPENDIX E - 1

Integrex Professional Services, LLC

Case Number 00-03845

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Integrex Professional Services, LLC (00-03845)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
P1	Other Priority Claims	$	7,489,320.01	$	—	$	—
P2-A	Other Secured Tax Claims	$	194,181.45	$	—	$	—
P2-B	Other Secured Claims	$	5,025,208.53	$	—	$	—
P3	Convenience Class	$	9,853.83	$	—	$	—
P6	General Unsecured Claims	$	5,898,181.04	$	—	$	—
Unclassified	Administrative Claims	$	7,669.53	$	—	$	—
Unclassified	Priority Tax Claims	$	4,500.00	$	—	$	—
	Total	$	18,628,914.39	$	—	$	—

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 10 of 19

Claims Summary APPENDIX E - 1

Integrex Supply Chain Solutions, LLC

Case Number 00-03846

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Integrex Supply Chain Solutions, LLC (00-03846)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
R1	Other Priority Claims	$	7,519,320.01	$	—	$	—
R2-A	Other Secured Tax Claims	$	194,181.45	$	—	$	—
R2-B	Other Secured Claims	$	5,025,208.53	$	—	$	—
R3	Convenience Class	$	9,853.83	$	—	$	—
R6	General Unsecured Claims	$	5,898,181.04	$	—	$	—
Unclassified	Administrative Claims	$	7,669.53	$	—	$	—
Unclassified	Priority Tax Claims	$	4,500.00	$	—	$	—
	Total	$	18,658,914.39	$	—	$	—

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 11 of 19

Claims Summary APPENDIX E - 1

Integrex Testing Systems, LLC

Case Number 00-03847

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Integrex Testing Systems, LLC (00-03847)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
Q1	Other Priority Claims	$	7,489,320.01	$	—	$	—
Q2-A	Other Secured Tax Claims	$	194,181.45	$	—	$	—
Q2-B	Other Secured Claims	$	5,025,208.53	$	—	$	—
Q3	Convenience Class	$	9,853.83	$	—	$	—
Q6	General Unsecured Claims	$	5,898,182.04	$	—	$	—
Unclassified	Administrative Claims	$	7,669.53	$	—	$	—
Unclassified	Priority Tax Claims	$	4,500.00	$	—	$	—
	Total	$	18,628,915.39	$	—	$	—

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 12 of 19

Claims Summary APPENDIX E - 1

Homexperts, LLC

Case Number 00-03848

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Homexperts, LLC (00-03848)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
O1	Other Priority Claims	$	7,489,320.01	$	—	$	—
O2-A	Other Secured Tax Claims	$	194,181.45	$	—	$	—
O2-B	Other Secured Claims	$	5,074,838.97	$	3.88	$	49,630.44
O3	Convenience Class	$	9,853.83	$	—	$	—
O6	General Unsecured Claims	$	5,903,581.04	$	—	$	—
Unclassified	Administrative Claims	$	7,869.53	$	—	$	—
Unclassified	Priority Tax Claims	$	4,700.00	$	200.00	$	200.00
	Total	$	18,684,344.83	$	203.88	$	49,830.44

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 13 of 19

Claims Summary APPENDIX E - 1

Jefferson Holdings, Inc.

Case Number 00-03849

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Jefferson Holdings, Inc. (00-03849)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
T1	Other Priority Claims	$	7,489,320.01	$	—	$	—
T2-A	Other Secured Tax Claims	$	194,181.45	$	—	$	—
T2-B	Other Secured Claims	$	5,025,208.53	$	—	$	—
T3	Convenience Class	$	9,853.83	$	—	$	—
T6	General Unsecured Claims	$	5,928,262.24	$	30,082.20	$	30,082.20
Unclassified	Administrative Claims	$	7,869.53	$	200.00	$	200.00
Unclassified	Priority Tax Claims	$	4,500.00	$	—	$	—
	Total	$	18,659,195.59	$	30,282.20	$	30,282.20

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 14 of 19

Claims Summary APPENDIX E - 1

Owens-Corning Fiberglass Technology, Inc.

Case Number 00-03850

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Owens-Corning Fiberglass Technology, Inc. (00-03850)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
F1	Other Priority Claims	$	7,489,320.01	$	—	$	—
F2-A	Other Secured Tax Claims	$	194,181.45	$	—	$	—
F2-B	Other Secured Claims	$	5,025,208.53	$	—	$	—
F3	Convenience Class	$	28,199.77	$	18,345.94	$	18,345.94
F4	Bank Debt Holders	$	1,586,967,516.99	$	1,460,720,310.00	$	1,544,557,652.00
F6	General Unsecured Claims	$	9,881,227.61	$	183,039.57	$	183,039.57
F10	Intercompany Claims	$	511,465,333.36	$	511,465,333.36	$	511,465,333.36
Unclassified	Administrative Claims	$	7,669.53	$	—	$	—
Unclassified	Priority Tax Claims	$	15,494.00	$	—	$	—
	Total	$	2,121,074,151.25	$	1,972,387,028.87	$	2,056,224,370.87

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 15 of 19

Claims Summary APPENDIX E - 1

Owens Corning HT, Inc.

Case Number 00-03851

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Owens Corning HT, Inc. (00-03851)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
K1	Other Priority Claims	$	7,489,320.01	$	—	$	—
K2-A	Other Secured Tax Claims	$	194,181.45	$	—	$	—
K2-B	Other Secured Claims	$	5,025,208.53	$	—	$	—
K3	Convenience Class	$	112,532.65	$	106,339.47	$	106,339.47
K6	General Unsecured Claims	$	6,637,419.15	$	771,691.65	$	771,691.65
K10	Intercompany Claims	$	6,594,416.33	$	6,594,416.33	$	6,594,416.33
Unclassified	Administrative Claims	$	7,669.53	$	—	$	—
Unclassified	Priority Tax Claims	$	4,500.00	$	—	$	—
	Total	$	26,065,247.65	$	7,472,447.45	$	7,472,447.45

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 16 of 19

Claims Summary APPENDIX E - 1

Owens-Corning Overseas Holdings, Inc.

Case Number 00-03852

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Owens-Corning Overseas Holdings, Inc. (00-03852)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
U1	Other Priority Claims	$	7,489,320.01	$	—	$	—
U2-A	Other Secured Tax Claims	$	194,181.45	$	—	$	—
U2-B	Other Secured Claims	$	5,025,208.53	$	—	$	—
U3	Convenience Class	$	9,853.83	$	—	$	—
U6	General Unsecured Claims	$	5,898,181.04	$	—	$	—
Unclassified	Administrative Claims	$	7,669.53	$	—	$	—
Unclassified	Priority Tax Claims	$	4,500.00	$	—	$	—
	Total	$	18,628,914.39	$	—	$	—

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 17 of 19

Claims Summary APPENDIX E - 1

Owens Corning Remodeling Systems, LLC

Case Number 00-03853

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Owens Corning Remodeling Systems, LLC (00-03853)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
L1	Other Priority Claims	$	7,489,320.01	$	—	$	—
L2-A	Other Secured Tax Claims	$	194,181.45	$	—	$	—
L2-B	Other Secured Claims	$	5,038,458.78	$	—	$	—
L3	Convenience Class	$	9,909.56	$	55.73	$	55.73
L6	General Unsecured Claims	$	5,898,183.04	$	—	$	—
L10	Intercompany Claims	$	1,761,131.19	$	1,761,131.19	$	1,761,131.19
Unclassified	Administrative Claims	$	7,669.53	$	—	$	—
Unclassified	Priority Tax Claims	$	4,500.00	$	—	$	—
	Total	$	20,403,353.56	$	1,761,186.92	$	1,761,186.92

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 18 of 19

Claims Summary APPENDIX E - 1

Soltech, Inc.

Case Number 00-03854

IMPORTANT:

This Claims Summary must be read in conjunction with the introductory Notes accompanying this Schedule. This Claims Summary has not been examined by independent accountants and the Debtors make no representations regarding the accuracy of the estimates contained herein, which are based on information available to the Debtors as of May 24, 2006, and which do not take into account those claims filed against the Debtors in an “unliquidated” amount.

Soltech, Inc. (00-03854)

		Current Claims As Of 5/24/2006		Anticipated Range of Allowed Claims
Plan Class				Low		High
E1	Other Priority Claims	$	7,494,729.55	$	5,409.54	$	5,409.54
E2-A	Other Secured Tax Claims	$	209,312.72	$	12,226.27	$	12,226.27
E2-B	Other Secured Claims	$	5,025,208.53	$	—	$	—
E3	Convenience Class	$	300,340.17	$	293,476.73	$	293,626.73
E4	Bank Debt Holders	$	1,586,967,516.99	$	1,460,720,310.00	$	1,544,557,652.00
E6	General Unsecured Claims	$	7,451,851.76	$	1,576,510.69	$	1,582,493.28
E10	Intercompany Claims	$	58,861,480.86	$	58,861,480.86	$	58,861,480.86
Unclassified	Administrative Claims	$	7,669.53	$	—	$	—
Unclassified	Priority Tax Claims	$	70,062.43	$	65,562.43	$	65,562.43
	Total	$	1,666,388,172.54	$	1,521,534,976.52	$	1,605,378,451.11

NOTWITHSTANDING THE DEBTORS’ ESTIMATES AS SET FORTH HEREIN, THE ACTUAL AMOUNT OF CLAIMS THAT ULTIMATELY BECOME ALLOWED CLAIMS COULD MATERIALLY EXCEED THE AMOUNTS SET FORTH ON THIS SCHEDULE, AND IN SUCH EVENT, THE ESTIMATED PERCENTAGE RECOVERIES FOR HOLDERS OF SOME OR ALL CLAIMS COULD BE MATERIALLY LESS THAN ESTIMATED.

Page 19 of 19

APPENDIX E-2

Pre-Petition Intercompany Claims

Appendix E-2

Appendix E-2: Pre-Petition Intercompany Claims

On November 20, 2001, the Debtors filed Amended and Restated Schedules of Assets and Liabilities (the “Amended Schedules”) for OCD and each of the 17 Subsidiary Debtors. The Amended Schedules amended and wholly superseded the Schedules filed by the Debtors in November 2000. Revisions to the Amended Schedules were filed on January 30, 2002 for certain of the Debtors. The Amended Schedules reflected approximately $5,270 million of pre-petition intercompany indebtedness owed by Debtors as of the Petition Date, including the following:

Debtor	Claim Amount		Creditor
Owens Corning	$	712.22	Owens Corning (Nanjing) Foamular Board Company
Owens Corning	$	3,592.65	OC Fiberglas Espana SA
Owens Corning	$	4,726.00	LMP Impianti SRL
Owens Corning	$	10,496.68	Owens Corning (Anshan) Fiberglass Co., Ltd.
Owens Corning	$	10,847.60	Flowtite Technology AS
Owens Corning	$	10,945.40	Owens Corning (Nanjing) Foamular Board Company
Owens Corning	$	16,000.00	Falcon Manufacturing Co
Owens Corning	$	18,255.00	Owens Corning Fiberglas Technology, Inc.
Owens Corning	$	19,530.57	Owens Corning (Japan) Ltd
Owens Corning	$	22,591.52	Owens Corning Fiberglas Technology, Inc.
Owens Corning	$	23,463.36	Owens Corning (Guangzhou) Fiberglas Co., Ltd.
Owens Corning	$	27,599.09	Owens Corning (Guangzhou) Fiberglas Co., Ltd.
Owens Corning	$	32,540.96	Wrexham A.R. Glass Ltd.
Owens Corning	$	36,842.00	OC Fiberglas Sweden Inc.
Owens Corning	$	59,988.05	Owens Corning (Guangzhou) Fiberglas Co., Ltd.
Owens Corning	$	64,147.65	Owens Corning Australia Pty Ltd
Owens Corning	$	82,536.00	Owens Corning South Africa (Pty) Ltd.
Owens Corning	$	109,020.00	Engineered Yarns America, Inc.
Owens Corning	$	145,227.44	Owens Corning Australia Pty Ltd
Owens Corning	$	193,397.65	Owens Corning (Shanghai) Fiberglas Co, Ltd.
Owens Corning	$	232,828.00	Owens Corning Canada, Inc.
Owens Corning	$	241,992.51	OC Real Estate Corp.
Owens Corning	$	301,688.40	Owens Corning (Japan) Ltd
Owens Corning	$	342,850.27	Owens Corning (Singapore) Pte Ltd.
Owens Corning	$	363,689.24	Owens Corning (Shanghai) Fiberglas Co, Ltd.
Owens Corning	$	364,091.51	Owens Corning (Shanghai) Fiberglas Co, Ltd.
Owens Corning	$	696,945.14	Owens Corning HT, Inc.
Owens Corning	$	1,000,000.00	Flowtite Technology AS
Owens Corning	$	1,431,573.74	OC Celfortec, Inc.
Owens Corning	$	1,524,513.32	Vytec Corporation
Owens Corning	$	1,743,287.88	Owens Corning Canada, Inc.
Owens Corning	$	2,200,429.57	Owens Corning (China) Investment Company, Ltd.
Owens Corning	$	2,571,911.72	OC Celfortec, Inc.
Owens Corning	$	4,781,250.00	Fibreboard Corporation
Owens Corning	$	5,563,089.00	Jefferson Holdings, Inc.

-1-

Appendix E-2

Owens Corning	$	5,744,415.36		Owens Corning FSC, Inc.
Owens Corning	$	6,117,189.04		Vytec Corporation
Owens Corning	$	7,023,235.83		Exterior Systems, Inc.
Owens Corning	$	12,974,123.49		IPM, Inc.
Owens Corning	$	13,456,355.00		Owens Corning Canada, Inc.
Owens Corning	$	14,553,845.07		Owens Corning Fiberglas Technology, Inc.
Owens Corning	$	20,387,333.00		Special Situations Investment Group
Owens Corning	$	22,559,437.80		Falcon Foam Corporation
Owens Corning	$	30,000,000.00		IPM, Inc.
Owens Corning	$	38,038,893.00		Owens Corning Fiberglas Technology, Inc.
Owens Corning	$	41,345,307.16		Soltech, Inc
Owens Corning	$	113,062,846.37		Palmetto Products, Inc.
Owens Corning	$	198,112,000.00		Jefferson Holdings, Inc.
Owens Corning	$	205,785,529.01		IPM, Inc.
Owens Corning	$	294,516,119.00		Integrex
Owens Corning	$	405,528,706.00		Fibreboard Corporation
Owens Corning	$	419,630,226.82		Fibreboard Corporation
Owens Corning	$	621,080,797.91	*	Owens Corning Fiberglas Technology, Inc.
CDC Corp.	$	400,043.40		Owens Corning
Integrex	$	318,853,618.34		Owens Corning
Fibreboard Corp.	$	5,640,000.00		Integrex
Fibreboard Corp.	$	179,000,000.00		Integrex
Fibreboard Corp.	$	234,515,108.98		Exterior Systems, Inc.
Fibreboard Corp.	$	343,879,115.70		Owens Corning
Exterior Systems Inc.	$	105,125.00		Owens Corning Fiberglas Technology, Inc.
Exterior Systems Inc.	$	440,400.19		Vytec Corporation
Exterior Systems Inc.	$	910,599.00		Owens Corning Fiberglas Technology, Inc.
Exterior Systems Inc.	$	1,052,022.66		Vytec Corporation
Exterior Systems Inc.	$	3,058,270.18		Owens Corning
Exterior Systems Inc.	$	5,631,952.00		Owens Corning Fiberglas Technology, Inc.
Exterior Systems Inc.	$	14,826,276.71		Fibreboard Corporation
Exterior Systems Inc.	$	116,605,749.80		Fibreboard Corporation
Exterior Systems Inc.	$	230,000,000.00		Fibreboard Corporation
Exterior Systems Inc.	$	21,233,645.42	*	Owens Corning
OCFT	$	10,465,333.36		Integrex
OCFT	$	501,000,000.00		Integrex
Owens Corning HT, Inc.	$	802.48		Owens Corning
Owens Corning HT, Inc.	$	6,593,613.85		Owens Corning
Owens Corning Remodeling Systems, LLC	$	52,145.80		Owens Corning
Owens Corning Remodeling Systems, LLC	$	1,708,985.39		Owens Corning
Soltech, Inc.	$	2,127,655.25		Owens Corning
Soltech, Inc.	$	56,733,825.61		Owens Corning

-2-

Appendix E-2

* Note: Per amendments filed with the Court on May 19, 2006 (See D.I. Nos. 17798 and 17800), the amount of this claim has been modified from the amount reflected in the Amended Schedules to account for adjustments deemed appropriate by the Debtors, as a result of the Debtors’ ongoing claim review and analysis. Such amendments have caused a $375 million reduction in the $5,270 million pre-Petition Date intercompany indebtedness figure referenced above.

The foregoing list does not include, inter alia, amounts due under Contribution Agreement between Owens Corning and Faloc, Inc. n/k/a Integrex, dated as of December 24, 1997 and may not include pre-petition intercompany indebtedness owed by Debtors on account of the allocation of overhead or expenses, including without limitation taxes, among Debtors.

-3-

APPENDIX F

Principal Terms and Conditions of Senior Notes

[May be Amended up to Ten (10) Business Days Prior to the Objection Deadline]

APPENDIX F

Principal Terms and Conditions of the Senior Notes

The Plan does not provide for distribution of the Senior Notes to the Debtors’ creditors on account of their Claims against the Debtors. Instead, the Senior Notes (if any) likely will be issued in connection with the exit financing transaction and any related liquidity transactions on or prior to the Effective Date, and the cash generated by such issuance of Senior Notes (if any) will be used (in whole or in part) to make the cash distributions contemplated under the Plan.

-2-

APPENDIX G

Plan Support Agreement dated May 10, 2006, with Attached (Exhibit A),

Settlement Term Sheet dated May 10, 2006

PLAN SUPPORT AGREEMENT

This Agreement (as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof, the “Agreement”), dated as of May __, 2006, is entered into by and among Owens Corning (the “Company” or the “Debtor”), subject, however, to the approval of the Bankruptcy Court (as defined below), the Asbestos Claimants Committee (the “ACC”) and the Future Claimants’ Representative (collectively with the Debtor and the ACC, the “Plan Proponents”), and each of the undersigned holders (each, a “Holder”, and collectively, the “Holders”) of Pre-Petition Bonds issued by the Company (the “Bonds”).

RECITALS

WHEREAS the Company filed for protection under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on October 5, 2000.

WHEREAS the Debtor, the ACC, the Official Committee of Unsecured Creditors, the Legal Representative for Future Claimants, the Bank Steering Committee, the Ad Hoc Equity Holders Committee, Official Representatives of Bondholder and Trade Creditors and the Holders have engaged in good faith negotiations with the objective of reaching a mutually acceptable agreement for the settlement of all claims in the Debtor’s bankruptcy cases.

WHEREAS the Holders have agreed to accept the treatment for their claims on the terms set forth in the term sheet attached hereto as Exhibit A (the “Settlement Term Sheet”) and incorporated into this Agreement as more fully set forth herein (the “Plan Proposal”).

WHEREAS to expedite and ensure the implementation of the Plan Proposal, (i) the Plan Proponents are prepared to file a Sixth Amended Plan of Reorganization (the “Amended Plan”) and a related amended disclosure statement (the “Amended Disclosure Statement”), and, in accordance with Sections 1125 and 1126 of the Bankruptcy Code, to solicit the requisite acceptances of the Amended Plan, as expeditiously as possible and perform their other obligations hereunder and (ii) the Holders are prepared to commit, on the terms and subject to the conditions of this Agreement, the Amended Plan and Disclosure Statement, and applicable law, to vote in favor of the Amended Plan when solicited to do so pursuant to Sections 1125 and 1126 of the Bankruptcy Code and to perform their obligations hereunder.

NOW THEREFORE, in consideration of the foregoing recitals, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to any appropriate approvals of the Bankruptcy Court of this Agreement, the Amended Plan and the Amended Disclosure Statement, the Plan Proponents and each Holder (each a “party” or “Party” and collectively, the “parties” or “Parties”), intending to be legally bound, agree as follows:

1. Each capitalized term used but not defined in this Agreement shall have the meaning given to it in the Fifth Amended Joint Plan of Reorganization for the Debtor and its Affiliated Debtors and Debtors-In-Possession, as the case may be.

2. Means for Effecting the Plan Proposal. The Plan Proponents and the Holders agree that the Plan Proposal shall be consistent in all material respects with the terms of the Settlement Term Sheet annexed hereto as Exhibit A and shall be accomplished by the approval of the Amended Plan, pursuant to Sections 1125 and 1126 of the Bankruptcy Code, and the subsequent confirmation of the Amended Plan by the Bankruptcy Court and the occurrence of the Effective Date under the Amended Plan (the “Plan Effective Date”).

3. Preparation of Plan Proposal Documents. Promptly upon execution of this Agreement by the Holders holding in the aggregate at least 50% of the outstanding principal amount of the Bonds (the “Requisite Holders”), the Plan Proponents shall instruct their counsel to prepare for the review and approval of the Parties hereto all documents needed to effectuate the Plan Proposal as contemplated in this Agreement, including, but not limited to, the Amended Plan and the Amended Disclosure Statement (collectively, the “Plan Documents”). The Plan Proponents and counsel to the Holders shall coordinate with one another in the preparation of the Plan Documents.

4. Support of the Plan Proposal. Each of the Holders agrees that, subject to the conditions that, and only for so long as, (i) each of the Amended Plan, the Amended Disclosure Statement, and all of the documents relating to the Rights Offering, shall be reasonably satisfactory to the Requisite Holders, (ii) the material terms of the Plan Documents are consistent with the terms set forth on the Settlement Term Sheet annexed hereto as Exhibit A, (iii) the Amended Disclosure Statement adequately describing the terms of the Settlement Term Sheet as embodied in the Amended Plan shall be approved by the Bankruptcy Court and (iv) no Holders Termination Event (as defined below) shall have occurred and not have been waived in accordance herewith, it (1) shall, when solicited pursuant to Sections 1125 and 1126 of the Bankruptcy Code, vote to accept the Amended Plan (in accordance with the Settlement Term Sheet), (2) hereby agrees to recommend and support confirmation of the Amended Plan and to approve any other action or document necessary to implement the Plan Proposal (including, without limitation, filing supporting pleadings in connection therewith, supporting reasonable extensions of exclusivity, and filing any motions, notices, or other appropriate pleadings in connection with the withdrawal, tolling, or dismissal of the litigation matters set forth in the Settlement Term Sheet) and (3) agrees to permit disclosure in the Amended Disclosure Statement and any filings by the Debtor with the Securities and Exchange Commission of the execution and contents of this Agreement; provided, however, that the Debtor shall not disclose the amount of the claim held by any individual Holder that is a signatory to the Agreement, except as set forth in Paragraph 23. Each of the Holders shall not: (a) object to the Amended Disclosure Statement or Amended Plan or consummation of the Plan Proposal, or otherwise commence any proceeding to oppose the Amended Plan or any of the Plan Documents so long as the Plan Documents contain material terms and conditions consistent with those contained in this Agreement and the Settlement Term Sheet; (b) vote for, consent to, support or participate in the formulation of any other restructuring or settlement of the Debtor’s claims, or a plan of reorganization or liquidation under applicable bankruptcy or insolvency laws, whether domestic

or foreign, in respect of the Debtor; (c) directly or indirectly seek, solicit, support or encourage any other restructuring, plan, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtor (other than one agreed to in writing by the Plan Proponents and the Holders) that is inconsistent with this Agreement; or (d) take any other action, including but not limited to initiating any legal proceedings, that is materially inconsistent with, or that would materially delay or impede approval, confirmation or consummation of, the Amended Disclosure Statement, the Plan Proposal or the Amended Plan; provided, however, that nothing contained herein shall limit the ability of any Holder to consult with the Plan Proponents concerning any matter arising in connection with the Plan Proposal so long as such consultation is not inconsistent with such Holder’s obligations hereunder and the terms of the Plan Proposal.

5. Lock-Up. As of the Effective Date (as defined below) and until the termination of this Agreement in accordance with the terms hereof (the “Lock-Up Period”), the undersigned agrees that it shall not:

(a) except as provided in Paragraph 6 below, sell, loan, assign, transfer, hypothecate or otherwise dispose of (including by participation) to any third party any or all of its Holdings (as defined below) or the tender, voting or consent rights thereto;

(b) sell, loan, assign, transfer, hypothecate or otherwise dispose of (including by participation) any or all of its Holdings to the Company or any Affiliate of the Company (including acceptance of an offer to redeem any of its Holdings by the Company or an Affiliate thereof); for purposes of this Agreement, an “Affiliate” of the Company shall mean any entity that controls, is controlled by or is under common control with, the Company; or

(c) except as permitted in Paragraph 6 below, enter into any contract or agreement to do any of the actions described in subsections (a) or (b) above.

No purported transfer, or tender, vote or consent, of any Holdings shall be valid unless made in accordance with this Agreement.

6. Transfers. Notwithstanding anything to the contrary herein, each of the Holders shall not, directly or indirectly, sell, loan, assign, transfer, hypothecate or otherwise dispose of (including by participation) (i) any Bonds beneficially owned by it or as to which it has investment authority or discretion (excluding Bonds beneficially owned by non-affiliate private banking clients of JP Morgan Securities Inc.), in each case, as of the date hereof, (ii) any claim (as that term is defined in Section 101(5) of the Bankruptcy Code) or rights arising from, based on or related to the Bonds (including any subscription rights), or (iii) any option, interest in, or right to acquire any Bonds or claims referred to in clauses (i) and (ii) above (the Bonds, claims, options, interests, and rights referred to in the foregoing clauses (i), (ii) and (iii) shall be collectively referred to as “Holdings”), unless the transferee thereof agrees in writing for the benefit of the other parties hereto to be bound (a) by all of the terms of this Agreement (including the Settlement Term Sheet) and executes a counterpart signature page of this Agreement and (b) if the material terms of the Plan Proposal have not been broadly and publicly disclosed, by a confidentiality agreement that is either in substantially similar form to that executed with the Debtor by the transferor or otherwise in form and substance reasonably satisfactory to the

Debtor. The transferor shall provide each of the Plan Proponents and Stroock (as defined below) with written notice of the transfer, along with copies of the executed counterpart signature page of this Agreement and, if applicable, the executed confidentiality agreement, pursuant to which each party shall be deemed to have acknowledged that its obligations to the Holders hereunder shall be deemed to constitute obligations in favor of such transferee. Any transfer made in violation of this Paragraph 6 shall be null and void.

7. Affiliated Transferee Exception. During the Lock-Up Period, a Holder may offer, sell or otherwise transfer any or all of its Holdings to an Affiliated Transferee (as defined below), who shall be bound by this Agreement. For purposes of this Agreement, an “Affiliated Transferee” shall mean any entity that, as of the Effective Date, was, and as of the date of transfer, continues to be an entity that controls, is controlled by or is under common control with the Holder which is a party to this Agreement.

8. Effectiveness. Each of the undersigned understands and acknowledges that, for purposes for of calculating the 50% threshhold in this Paragraph 8, the current outstanding principal amount of the Bonds is assumed to be $1,389,000,000. This Agreement shall only become effective and binding upon the undersigned as of the date (the “Effective Date”) when Stroock & Stroock & Lavan LLP (“Stroock”) notifies the Debtor and the undersigned in writing that it has received executed Agreements from institutions which hold in the aggregate more than a majority (50%) of such outstanding principal amount of the Bonds; provided, however, that the Debtor’s execution and implementation of this Agreement shall be subject to the approval of the Bankruptcy Court. If Holders holding in the aggregate more than a majority (50%) of the outstanding principal amount of the Bonds have failed to execute this Agreement by the close of business on May 10, 2006, this Agreement shall become null and void and of no further force and effect. This Agreement is not and shall not be deemed to be a solicitation of votes for the acceptance of the Amended Plan (or any other plan of reorganization) for the purposes of Sections 1125 and 1126 of the Bankruptcy Code or otherwise.

9. Termination of the Holders’ Obligations. Each of the Holders may terminate its obligations hereunder and rescind its acceptance of the Plan Proposal by giving written notice thereof to the other Holders, if any, and the Company of the following (each, a “Holders Termination Event”): (a) the Plan Documents provide or are modified to provide for any terms that are materially adverse to or materially inconsistent with any of the terms or conditions of this Agreement or the Settlement Term Sheet, (b) the Company breaches this Agreement or fails to satisfy any of the terms or conditions of the Settlement Term Sheet in any material respect, which breach shall not have been cured within 10 business days of receiving notice thereof, or (c) the Plan Effective Date does not occur by October 30, 2006, or such later date as the Plan Proponents shall unanimously agree.

10. Termination of the Plan Proponents’ Obligations. The Plan Proponents shall have the right to terminate this Agreement, by the giving of a joint written notice thereof to each of the Holders: (i) in the event of a material breach of this Agreement, (ii) upon the failure by any Holder to satisfy any material term or condition of the Settlement Term Sheet which breach shall not have been cured within 10 business days of receiving notice thereof or (iii) if the Plan Effective Date does not occur by October 30, 2006 or such later date as the Plan Proponents shall unanimously agree (a “Company Termination Event”).

11. Effects of Termination. Subject to Paragraph 22 hereof, upon the occurrence of a Holders Termination Event or Company Termination Event, unless such Holders Termination Event or Company Termination Event has been waived in accordance with the terms hereof, in each case resulting in the termination of the Holders’ obligations or the Plan Proponents’ obligations (as the case may be) under the terms of Paragraph 9 or Paragraph 10 above, this Agreement shall terminate and no party hereto shall have any continuing liability or obligation to pay any other party under Paragraph 20 hereof or otherwise and each party shall have all of the rights and remedies available to it under applicable law and/or any Indenture, and any ancillary documents or agreements thereto, including under this Agreement; provided, however, that no such termination shall relieve any party from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination.

12. Representations and Warranties. Each Holder represents and warrants to the Plan Proponents and each other that it owns the Bonds that represent a beneficial interest in the total principal amount (of record and/or beneficially) set forth next to its name on the signature pages hereof, or as to which such Holder or its Affiliates (as that term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and over whom the Holder exercises sufficient control to insure enforcement of the provisions of this Agreement) has investment authority or discretion, and such Bonds constitute all of such Bonds so owned or controlled by such Holder and its Affiliates. Each party hereunder represents and warrants that the following statements are true, correct and complete as of the date hereof.

a) Power, Authority and Authorization. Execution, delivery and performance of this Agreement by such party has been duly authorized by all necessary corporate action on the part of such party, and the person executing this Agreement on behalf of such party is duly authorized to do so;

b) No Conflicts. The execution, delivery and performance of this Agreement by such party does not and shall not (i) violate any provision of law, rule or regulation applicable to it or any of its subsidiaries or its organizational documents or those of any of its subsidiaries or (ii) except to the extent previously disclosed in writing to the Holders, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligations to which it or any of its subsidiaries is a party or under its organizational documents;

c) Governmental Consents. The execution, delivery and performance by it of this Agreement do not and shall not require any registration or filing with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body, except such filing as may be necessary and/or required for disclosure by the Securities and Exchange Commission or pursuant to state securities or “blue sky” laws, and the approval by the Bankruptcy Court of the Debtor’s authority to enter into and implement this Agreement; and

d) Binding Obligation. Subject to the provisions of Sections 1125 and 1126 of the Bankruptcy Code, this Agreement is the legally valid and binding obligation of each of the undersigned, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws, both foreign and domestic, relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

13. Confidentiality. The undersigned acknowledges and agrees that all information regarding the Holdings shall be held by Stroock in strict confidence and shall not be disclosed to all other Holders, the Plan Proponents or any third parties, except: (i) as otherwise may be required by law; or (ii) as otherwise agreed to in writing by the Holder(s) in question.

14. Reservation of Rights. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each Holder and the Trustee to protect and preserve its rights, remedies and interests, including without limitation, its claims against the Plan Proponents. Nothing herein shall be deemed an admission of any kind. Nothing contained herein effects a modification of the Holders’ or the Trustee’s rights under the Indenture, the Bonds or other documents and agreements unless and until the Plan Effective Date has occurred. If the transactions contemplated herein are not consummated, or if this Agreement is terminated for any reason, the parties hereto fully reserve any and all of their rights. Pursuant to Federal Rule of Evidence 408, any applicable state rules of evidence and any other applicable law, foreign or domestic, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms.

15. Good Faith Negotiations of Plan Documents; Further Assurances. The Plan Proponents and each of the Holders hereby further covenant and agree to negotiate the definitive documents relating to the Plan Proposal, including, without limitation, the Plan Documents, in good faith. Furthermore, each of the Parties shall take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement (provided that no Holder shall be required to incur any expense, liability or other monetary obligation), and shall refrain from taking any action which would frustrate the purposes and intent of this Agreement.

16. Amendments and Waivers. Once effective, this Agreement may not be modified, amended or supplemented, and none of the Holder Termination Events may be waived, except in writing signed by Holders holding at least 75% of the aggregate principal amount of Bonds held by the Requisite Holders; provided, however, it shall require the waiver, in writing, of all parties hereto to extend any of the dates set forth in Paragraphs 9 and 10 hereto by more than fifteen (15) business days from the dates set forth in such Paragraph; and further provided, however, that any modification of, or amendment or supplement to this Paragraph 16 or any material term or provision of the Settlement Term Sheet or the Plan Proposal shall require the written consent of all of the parties.

17. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of the parties and their respective successors, assigns, heirs, executors, administrators and representatives; provided, however, that nothing contained in this Paragraph shall be deemed to permit sales, assignments or transfers other than in accordance with Paragraph 6.

18. No Third Party Beneficiaries. Unless expressly stated herein, this Agreement shall be solely for the benefit of the parties hereto and no other person or entity.

19. Specific Performance. It is understood and agreed by each of the parties hereto that money damages would not be a sufficient remedy for any breach of this Agreement by any party and each non-breaching party shall be entitled to specific performance and injunctive or other equitable relief as a remedy of any such breach, provided, however, that each Party agrees to waive any requirement for the securing or posting of a bond in connection with such a remedy.

20. Prevailing Party. If any Party brings an action against any other Party based upon a breach by such other Party of its obligations hereunder, the prevailing Party shall be entitled to all reasonable expenses incurred, including reasonable attorneys’, accountants’ and financial advisors’ fees in connection with such action.

21. Notices. All written notices given hereunder or contemplated hereby may be given by email: (i) if addressed to the undersigned, to the email address on the signature page of this Agreement; (ii) if addressed to Stroock, by email to all of: lkruger@stroock.com, kpasquale@stroock.com, and blawrence@stroock.com; and (iii) if addressed to the Plan Proponents, by email to all of: jconlan@sidley.com, jsteen@sidley.com, dtwomey@sidley.com, npernick@saul.com, and jshulman@saul.com; (iv) if addressed to the ACC, by email to all of: pvnl@capdale.com and ei@capdale.com; and (v) if addressed to the Future Claimants’ Representative, by email to akress@kayescholer.com.

22. Survival. Notwithstanding the termination of the Holders’ obligations hereunder in accordance with Paragraph 9 hereto, the Company’s obligations and agreements set forth in Paragraph 23 (with respect to disclosure of certain information) hereof shall survive such termination and shall continue in full force and effect for the benefit of the Holders in accordance with the terms hereof.

23. Disclosure of Individual Holdings. Subject to Paragraph 4 hereof, unless required by applicable law or regulation, the Debtor shall not disclose the amount of Bonds held by a Holder without the prior written consent of such Holder. The Plan Proponents agree not to disclose the terms of this Agreement prior to the public disclosure thereof by the Debtor. The foregoing shall not prohibit the Debtor or the other Plan Proponents from disclosing the approximate aggregate holdings of Bonds by the Holders or the Bondholders as a group.

24. Representation by Counsel. Each party hereto acknowledges that it has been represented by counsel (or had the opportunity to and waived its right to do so) in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would provide any party hereto with a defense to the

enforcement of the terms of this Agreement against such party based upon lack of legal counsel shall have no application and is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties hereto. None of the parties hereto shall have any term or provision construed against such party solely by reason of such party having drafted the same.

25. Consideration. It is hereby acknowledged by the parties that no consideration shall be due or paid to any of the parties hereunder for its agreement to participate in the Plan Proposal, in accordance with the terms and conditions of this Agreement other than the obligations imposed upon the Company pursuant to the terms of this Agreement, including, without limitation, the obligation to use best efforts to obtain approval of the Plan Proposal and to take all steps necessary and desirable to obtain any and all requisite regulatory and/or third party approvals for the Plan Proposal in accordance with the terms and conditions of this Agreement.

26. Severability. If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision hereof shall continue in full force and effect.

27. Jurisdiction. Any disputes that may arise under this Agreement shall be determined by the Bankruptcy Court.

28. Miscellaneous. (a) the undersigned understands and agrees that each of the Holders party hereto will rely upon the undersigned’s representations and covenants set forth in this Agreement; (b) the captions used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement; (c) this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York and, to the extent relevant, federal bankruptcy law, regardless of the laws that might otherwise govern under applicable common law principles or conflicts of law rules; (d) this Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument; and (e) this Agreement may be executed and delivered by facsimile or original signature and an executed facsimile copy shall be treated as an original.

[Signature Page Following on Next Page]

OWENS CORNING

By:

Name:

Title:

ASBESTOS CLAIMANTS COMMITTEE

By:

Name:

Title:

FUTURE CLAIMANTS’ REPRESENTATIVE

By:

Name:

Title:

KING STREET CAPITAL, LTD

By: King Street Capital Management, L.L.C., its Investment Manager

By:

Name:

Title:

MA DEEP EVENT LTD.

By:

Name:

Title:

DEEPHAVEN DISTRESSED OPPORTUNITIES TRADING LTD.

By:

Name:

Title:

DEEPHAVEN EVENT TRADING LTD.

By:

Name:

Title:

D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.

By:

Name:

Title:

PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED

By:

Name:

Title:

BLUEBAY ASSET MANAGEMENT

By:

Name:

Title:

CITADEL EQUITY FUND LTD.

By: Citadel Limited Partnership, Portfolio Manager

By: Citadel Investment Group, L.L.C., its General Partner

By:

Name:

Title:

LEHMAN BROTHERS INC.

By:

Name:

Title:

DAVIDSON KEMPNER CAPITAL MANAGEMENT LLC

By:

Name:

Title:

J. P. MORGAN SECURITIES INC.

By:

Name:

Title:

QUADRANGLE DEBT OPPORTUNITIES FUND MASTER LTD.

By:

Name:

Title:

QDRF MASTER LTD.

By:

Name:

Title:

EXHIBIT A

APRIL 28, 2006—SETTLEMENT TERM SHEET

CONFIDENTIAL

FOR DISCUSSION PURPOSES ONLY

SUBJECT TO RULE 408

April 28, 2006 - Settlement Term Sheet

• New Plan of Reorganization (“Plan”) to be proposed by Owens Corning, a Delaware corporation (“OCD”) with supporting agreement from: Asbestos Claimants’ Committee (“ACC”), Legal Representative for Future Claimants (“FCR”), Bank Steering Committee, Official Committee of Unsecured Creditors, the Ad Hoc Bondholder Committee represented by Stroock, Official Representatives of Bondholders and Trade Creditors and the Ad Hoc Equity Holders Committee. The Plan shall be in full compliance with each and every provision of section 524(g) of the Bankruptcy Code.

• Settlement Term Sheet must be agreed upon on or before May 10, 2006.

• Plan must reach a final, non-appealable effective date no later than October 30, 2006, or such later date as OCD, the ACC and the FCR shall unanimously agree (the “Effective Date”).

• In exchange for the payments set forth below, the Debtors, Reorganized Debtors and all Protected Parties will receive a full release from any and all asbestos personal injury claims (existing, future and settled but not liquidated) with those claims being channeled to one or more asbestos trusts pursuant to Section 524(g) of the Bankruptcy Code.

Post-Petition Financing/Capital Structure

• Enterprise value as in Fifth Amended Plan, at $5.858 billion (including net present value of cash flows related to the utilization of net operating loss carry forwards).

• OCD Asbestos Personal Injury Claims would be fixed at the judicially estimated amount of $7 billion.

• Prior to the Effective Date, OCD would enter into a binding commitment letter with one or more major financial institutions for $1.8 billion of post-petition debt financing, to be issued upon the Effective Date, which indebtedness may be in the form of senior notes, senior term loans or other cash pay debt instruments, plus a revolving credit facility in an amount to be determined (of which zero is drawn down as of the Effective Date). Tax notes ($61 million) and existing funded debt ($55 million) would remain in place as provided in the Fifth Amended Plan.

• Under the Plan, the existing equity will be extinguished and 131.4 million shares of new stock will be issued. The 131.4 million shares will be divided as follows:

	Shares
	(in millions)
Bonds	26.6
Shares Subject to Rights Offering	72.9
OC/FB Asbestos Contingent Payment	28.6
Employees	3.3
TOTAL	131.4

• Prior to the Effective Date, OCD would enter into a binding commitment agreement with JP Morgan Chase for $2.187 billion of contingent post-petition financing to be utilized on the Effective Date pursuant to an underwritten rights offering to be made to all bondholders, and to general unsecured creditors with claims classified in classes A6-A and A6-B of the Fifth Amended Plan. On the Effective Date, each bondholder and general unsecured creditor would have the right to purchase their pro rata share of 72.9 million shares of common stock from OCD at $30.00 per share. The offering will be backstopped by JP Morgan Securities, and a syndicate consisting of D. E. Shaw Laminar Portfolios, L. L. C., Plainfield Special Situations Master Fund Limited or such or an affiliate thereof and certain other bondholders (collectively, the “Backstop Providers”) who would collectively agree to purchase the shares of New Common Stock underlying the unexercised rights. The backstop shall have terms, provisions and conditions that shall be acceptable to the ACC and FCR. The Backstop Providers would receive a fee for their commitment to backstop the rights offering in such amount as may be agreed upon by OCD and approved by the Court, the payment of which is the responsibility of OCD.

Payments to Asbestos PI Trust

• On the Effective Date, OCD will pay the Asbestos PI Trust on an irrevocable basis (1) $1.25 billion in cash, (2) all amounts held in the Fibreboard Settlement Trust ($1.306 billion as of 12/31/05), (3) $189 million from the OC Administrative Escrow Deposits and the OC Insurance Escrow and (4) all Undistributed Administrative Deposits in respect of Fibreboard claims ($127 million as of 12/31/05) for a total of $2.872 billion in cash and will also assign the Asbestos PI Trust all rights to any insurance recoveries.

• On the Effective Date, OCD will provide a contingent payment right to the Asbestos PI Trust in the amount of (i) $1.390 billion, plus interest from the Effective Date to the payment date at 7%, in cash, and (ii) 28.6 million shares of equity in reorganized OCD, all of which will be subject to the condition

precedent that the FAIR Act has not been enacted and made law on or before the date that is ten (10) days after the conclusion of the 109th Congress (the “Trigger Date”). If the FAIR Act is not made law on or before the Trigger Date, OCD will be required to satisfy no later than January 8, 2007 the contingent payment right by paying $1.390 billion plus accrued interest, in cash, and delivering 28.6 million shares of reorganized OCD.

• If the cash and shares provided under the contingent payment right vest in the Asbestos PI Trust, the Asbestos PI Trust would grant options to the Backstop Providers to purchase 28.6 million shares in the aggregate from it at an exercise price of $37.50 per share which would expire 12 months after the date the Trust receives the shares. The Backstop Providers would grant the Asbestos PI Trust options to sell to them 28.6 million shares in the aggregate at an exercise price of $25.00 per share which would expire 3 months after the date the Trust receives the shares.

• If as of the Trigger Date, the FAIR Act has been enacted and made law but is subject to legal challenge, payments under the contingent payment right will be suspended until the legal challenge to the legislation is resolved by final non-appealable judgment.

• If the FAIR Act has been enacted and made law on or prior to the Trigger Date and is not subject to a constitutional challenge or other challenge to its validity by March 31, 2007 (the “Rollover Event”), the contingent payment right will not vest and will be fully cancelled.

• The contingent payment right will be issued by OCD and will be secured by 51 percent of the voting stock of one or more domestic and/or foreign subsidiaries of OCD as determined by the ACC, the FCR and the Backstop Providers to be necessary to comply with 11 U.S.C. § 524(g)(2)(B)(i)(III).

Payments to Bank Creditors

Same as in Fifth Amended Plan, including post-petition interest at prime + 2% compounded quarterly for the duration of the bankruptcy cases.

Payments to Senior and Junior General Unsecured Creditors

Bondholders would receive 26.6 million shares of the common stock of reorganized OCD as provided above on the Effective Date. Non-bondholder senior and junior unsecured creditors (exclusive of the convertible subordinated note underlying the MIPS trust) would receive an aggregate of $248.5 million in cash on the Effective Date. In the event that the senior and junior general unsecured creditors do not vote to accept the Plan, then such creditors shall receive the distribution they were entitled to receive if they had voted not to accept the plan filed with the court on December 31, 2005.

Payments to MIPS

On the Effective Date, holders of MIPS would receive warrants, with customary market protections, exerciseable within seven (7) years of the Effective Date to obtain 10% of the fully diluted common stock of reorganized OCD, assuming exercise of all warrants but ignoring management options, at a strike price of $43 per share implying an enterprise value of $7.6 billion.

On the Rollover Event, holders of MIPS would have the right to exchange their warrants for 5.5% of the fully diluted common stock of reorganized OCD, assuming exchange of all warrants into common stock but ignoring management options. In the event that the general unsecured creditors do not vote to accept the Plan, then holders of MIPS shall receive the distribution they were entitled to receive if the general unsecured creditors had voted not to accept the plan filed with the court on December 31, 2005.

Payments to Equity

On the Effective Date, holders of OCD existing common stock would receive warrants, with customary market protections, exerciseable within seven (7) years of the Effective Date to obtain 5% of the fully diluted common stock of reorganized OCD, assuming exercise of all warrants but ignoring management options, at a strike price of $45.25 per share implying an enterprise value of $7.9 billion.

On the Rollover Event, holders of OCD existing common stock would have the right to exchange their warrants for 14.75% of the fully diluted common stock of reorganized OCD, assuming exchange of all warrants into common stock but ignoring management options. In the event that the senior and junior general unsecured creditors or the Bondholders do not vote to accept the Plan, then holders of OCD existing common stock shall not receive any distribution under the Plan.

Corporate Governance

The Board of Directors for Reorganized OCD shall consist of 16 members, consisting of the 12 directors who serve on the Board of Directors for OCD immediately prior to the Effective Date and one member to be named by the ACC and one member to be named by the FCR and two members to be named by the Bondholders. The initial term of the Board of Directors for Reorganized OCD shall be until the first annual meeting of shareholders following the second anniversary of the Effective Date of the Plan. In the event that the Asbestos PI Trust shall no longer hold any shares in OCD, the members named by the ACC and the FCR, or their successors, shall resign. For as long as the Asbestos PI Trust owns shares in OCD, it shall have the right to designate one member as directed by the FCR and one member as directed by the TAC.

Professional Fees

The reasonable legal fees and expenses incurred by the Bondholders represented by Stroock & Stroock & Lavan LLP shall be reimbursed or otherwise paid by OCD, upon approval of the Court, in recognition of the Bondholders’ substantial contribution to the reorganization pursuant to 11 U.S.C. sections 503(b)(3)(D) and 503(b)(4). The reasonable professional fees and expenses incurred by the Ad Hoc Equity Holders Committee, represented by Brown Rudnick Berlack Israels LLP, shall be reimbursed or otherwise paid by OCD, upon approval of the Court, in recognition of the Ad Hoc Equity Holders Committee’s substantial contribution to the reorganization pursuant to 11 U.S.C. sections 503(b)(3)(D) and 503(b)(4).

Other Matters

All other provisions of the Fifth Amended Plan not addressed herein and which do not conflict with the provisions of this term sheet shall remain unchanged from the Fifth Amended Plan.

All Avoidance Actions, and any and all actions commenced by these parties against the Banks, whether pending or tolled, will be tolled and stayed pending Plan confirmation and will be dismissed with prejudice, unless otherwise provided for with the agreement of the ACC and the FCR, on the Effective Date.

Within ten days after the execution of this Term Sheet, the Bank Steering Committee, Official Committee of Unsecured Creditors, the Ad Hoc Bondholders and Trade Creditors and the Ad Hoc Equity Holders Committee shall take such steps as may be required to dismiss with prejudice the appeal pending before the Third Circuit Court of Appeals from the decision by District Judge Fullam estimating the present and future asbestos liabilities of Owens Corning, subject to reinstatement, but only if reinstatement is permitted by the Court of Appeals, if the asbestos personal injury claimants fail to accept the Plan by the percentages required by Section 524(g) and Section 1126(c) of the Bankruptcy Code. Within ten days after the execution of this Term Sheet, the Ad Hoc Equity Holders Committee will also dismiss all of its other pending appeals before the District Court, with prejudice.

Each member of the Official Representatives of Bondholders and Trade Creditors, the Ad Hoc Equity Holders Committee, and the Ad Hoc Bondholders Committee agrees that such member shall not sell, transfer or otherwise dispose of any portion of or all of such member’s debt and/or equity holdings without entering into an agreement with such transferee, which agreement shall be satisfactory to the ACC and FCR, providing that such transferee shall be bound to all of the terms and provisions of this term sheet.

The undersigned members of the Ad Hoc Bondholders Committee shall be bound to the terms provided herein if the Plan of Reorganization is confirmed irrespective of whether or not a class or classes of general unsecured creditors vote to accept the Plan.

Dated: May 8, 2006

The Debtors	Official Committee of Asbestos Claimants
By	By
Official Committee of Unsecured Creditors	The Legal Representative for Future Claimants
By	By
The Official Representatives of Bondholders and Trade Creditors	The Ad Hoc Equity Holders Committee
By	By
The Ad Hoc Bondholders Committee
By

APPENDIX H

Intentionally Omitted

Note: This information will now appear on Schedule XX to the Plan

APPENDIX I

Distribution Assumptions

DISTRIBUTION ASSUMPTIONS SUMMARY

The following represents a summary of the key assumptions underlying the estimates of distributions to creditors under the Plan:

Total Distributable Value. It is more likely than not that Total Distributable Value of no less than $7.290 billion, comprised of the estimated Total Enterprise Value of the Debtors as of October 31, 2006, plus estimated Excess Cash as of October 30, 2006, will be available for distribution under the Plan as of the Effective Date. Total Distributable Value available for distribution will be reduced by (i) approximately $55 million of existing funded debt owed by non-Debtor Affiliates that will remain outstanding and unimpaired, and (ii) approximately $99 million of New OCD Common Stock (or appropriate equivalent interests) reserved for issuance to the Company’s employees, directors and management as of the Effective Date pursuant to the Employee Arrangements and Management and Director Arrangements, respectively. This amount does not include the amounts described below under “Asbestos Related Assets Available for Distribution on Asbestos Claims.”

Total Enterprise Value. For purposes of the Plan, and based in part on negotiations among various parties in interest resulting in the Settlement Term Sheet (as defined in the Plan), it is more likely than not that the Total Enterprise Value (“TEV”), based upon the estimated going concern value of the Debtors and the non-Debtor Affiliates as a whole (together with the net present value of cash flows related to the utilization of net operating loss carry forwards), will be no less than $5.858 billion as of October 31, 2006. The Debtors currently estimate that the present value of cash flows related to the utilization of net operating loss tax carry forwards available to the Reorganized Debtors (“NOL’s”) will be no less than $200 million.¹ The chart attached to this Appendix I as “Allocation of Enterprise Value and Excess Cash” contains an allocation of the TEV (including estimated NOL’s) among the OC affiliates with material value.

Excess Cash Available for Distribution. Estimated excess cash (the “Excess Cash”) available for distribution is estimated to be no less than $1.432 billion as of October 30, 2006. This consists of cash and cash equivalents of the Debtors and non-Debtor Affiliates as of the Effective Date, less a reserve for working capital and pension contribution purposes. The chart attached to this Appendix I as “Allocation of Enterprise Value and Excess Cash” contains an allocation of the Excess Cash among the OC affiliates.

Exit Financing.² The Plan contemplates approximately $1.800 billion in senior indebtedness to be committed and authorized upon the Effective Date, which indebtedness may be in the form of

¹ The Debtors and their advisors continue to analyze, and conduct due diligence with respect to, the Debtors’ available net operating loss carryforwards as of the projected Effective Date, and anticipate completing their analysis and further updating such estimate no later than ten (10) Business Days prior to the Objection Deadline, which estimate may vary from, and may potentially be greater than, the estimate set forth herein.

² The types and amounts of debt required to fund the Plan are subject to change based on, among other things, continuing developments in the capital markets and further diligence by the Company and its advisors. For example, the Company reserves the right to conduct offerings of Senior Notes prior to or after the Initial Distribution Date, as it may deem appropriate (subject to the reasonable consent of the Plan Proponents).

an Exit Facility (as defined in the Plan) and/or Senior Notes (as defined in the Plan) to be executed and delivered as of the Effective Date. Additionally, the Plan contemplates distribution of new tax notes in the approximate amount of $61 million on account of certain tax-related claims. Approximately $55 million of existing funded debt owed by non-Debtor Affiliates will remain outstanding and unimpaired.

Common Equity Available for Distribution. The Plan contemplates the issuance of approximately $3.942 billion of New OCD Common Stock (including the restricted shares of New OCD Common Stock to be awarded to the Company’s employees, directors and management as of the Effective Date, pursuant to the Employee Arrangements and Management and Director Arrangements, respectively). On the Effective Date, Reorganized OCD will authorize approximately 200 million shares of New OCD Common Stock and will issue approximately 131.4 million shares (including approximately 3.3 million restricted shares to be awarded to the Company’s employees, directors and management as of the Effective Date, pursuant to the Employee Arrangements and Management and Director Arrangements, respectively) with an assumed value (for plan purposes only) of approximately $30.00 per share. Each share of New OCD Common Stock will entitle its holder to one vote. The New OCD Common Stock will be subject to dilution as a result of further issuances (including no less than 3.0 million shares and options authorized, but not awarded, for future issuance to the Company’s management, pursuant to the Management and Director Arrangements, and any shares issued upon exercise of the Class A11 Warrants or Class A12-A Warrants) and the exercise of 2.5 million options to be issued under the Management and Director Arrangements as of the Effective Date.

Warrants Available for Distribution. The Plan contemplates the issuance of the Class A11 Warrants and the Class A12-A Warrants. The Class A11 Warrants will consist of Warrants to obtain approximately 17.5 million shares of New OCD Common Stock (11.167% on a fully diluted basis, assuming the exercise of all such warrants and of all Class A12-A Warrants, but exclusive of any options issued to the management and directors of Reorganized OCD (and restricted shares and options reserved for future issuance to management) pursuant to the Management and Director Arrangements) with an exercise price of $43.00 per share. The Class A12-A Warrants shall consist of Warrants to obtain approximately 7.8 million shares of New OCD Common Stock (5% on a fully diluted basis, assuming the exercise of all such warrants and of all Class A11 Warrants, but exclusive of any options issued to the management and directors of Reorganized OCD (and restricted shares and options reserved for future issuance to management) pursuant to the Management and Director Arrangements) with an exercise price of $45.25 per share. While the intrinsic value of the Warrants is zero given that the Warrants are “out-of-the-money” assuming a $30.00 share price, it is very likely that the Warrants will have market value. Using a Black-Scholes valuation methodology, the theoretical value range of the Class 11 Warrants could be expected to be between $6.20 and $9.20 per Warrant and the Class A12-A Warrants could be expected to be between $5.60 and $8.60 per Warrant. The key assumptions for this valuation methodology include the following: risk-free rate of 5.0%, volatility of between 20% to 30%, 0% dividend policy, time to expiration of seven years, stock price equal to the Plan value of $30.00, and exercise price of $43.00 for the Class A11 Warrants and $45.25 for the Class A12-A Warrants.

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Asbestos Related Assets Available for Distribution on Asbestos Claims. The Plan contemplates that certain assets will be available solely for distribution to Asbestos Personal Injury Claims, consisting of the following approximate amounts: (1) $1.318 billion from the Fibreboard Settlement Trust; (2) $140 million in value on account of the FB Sub-Account Settlement Payment; and (3) $173 million from the OC Insurance Escrow and certain other restricted cash.³

Rights Offering. Each holder of an Eligible Class A5 Claim, Class A6-A Claim and Class A6-B Claim shall be entitled to participate in the Rights Offering (as and to the extent provided in the Subscription Documents). The Rights issued to the holders of Eligible Class A5 Claims, Class A6-A Claims and Class A6-B Claims pursuant to the Rights Offering will entitle such holders to purchase, on a Pro Rata basis (calculated pursuant to the terms of the Subscription Documents), the Rights Offering Shares (72,900,000 shares of New OCD Common Stock) at the Subscription Price ($30.00 per share) pursuant to the terms and conditions set forth in the Subscription Documents and Section 5.8 of the Plan, provided that each such subscribing holder shall have satisfied the requirements set forth in the Subscription Documents and Section 5.8 of the Plan. The Investor will be obligated to purchase in Cash on the Effective Date any and all of the Unsubscribed Shares, as set forth in greater detail in Section 5.8(f) of the Plan and the Equity Commitment Agreement.

General Distributional Structure of Plan. Based upon the foregoing assumptions, subject to the payment in full of holders of unclassified, priority, secured and convenience claims and the Bank Holders in accordance with their contractual entitlements, the net distributable value of OCD remaining shall be shared ratably among the other Classes of OCD unsecured creditors, including, for example, Classes A5, A6-A, A6-B and A7.

Distribution to the Bank Holders. As a result of the Third Circuit’s reversal of the District Court’s Substantive Consolidation Order,⁴ the Plan provides that creditors of each Debtor shall have claims against such Debtor, and, in general, shall be entitled to distributions from those Debtors against which they have claims. For example, the Bank Holders have asserted separate claims under the 1997 Credit Agreement against OCD and each of the Subsidiary Guarantors. Subject to the foregoing and based upon, among other things, the Debtors’ financial advisors’ valuation set forth in Section XIV.E of the Disclosure Statement and evaluation of the distributable values (considered on a non-substantively consolidated basis) of OCD and each of the Subsidiary Guarantors as of the Effective Date, the Debtors believe it is probable that the full amount owed by the Debtors to the Bank Holders under the terms of the 1997 Credit Agreement as of such date will be payable by OCD and the Subsidiary Guarantors (including, without limitation, the Bank Default Interest and Fee Amount). Accordingly, the Plan provides that the Bank Holders shall receive payment in full of the principal owed as of the Petition Date plus post-petition interest and fees payable under the 1997 Credit Agreement. Pursuant to the Final Bank Unimpairment Order, the Bankruptcy Court made an express determination that the treatment provided to the Bank Holders under Section 3.3(b)(ii)(A) of the Plan renders the Bank Holders Claims unimpaired under the Plan.

³ The $127 million from the Fibreboard Administrative Escrow Deposits and the $109 million from the OC Administrative Escrow Deposits, which are currently held in law firm deposit accounts, will be administered by the applicable law firms and will not be transferred to the Asbestos Personal Injury Trust.

⁴ On May 1, 2006, the Supreme Court denied the petitions for writs of certiorari filed with respect to the Third Circuit’s substantive consolidation decision.

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Distributions to the Unsecured Creditors of Guarantors. The Plan provides that the Bank Holders shall be deemed not to receive any distributions from any Subsidiary Guarantor unless and until all other Allowed claims (including Intercompany Claims) against such Subsidiary Guarantor shall have been paid in full or credited with full value (including post-petition interest at the applicable federal judgment rate). As part of their willingness to support the Plan, the Bank Steering Committee (and the Majority Banks) voluntarily agreed to defer payment of any distribution by each Subsidiary Guarantor until, among other creditors, all other third-party creditors of such Subsidiary Guarantor are paid the full amount of their respective Claims including post-petition interest at the applicable federal judgment rate. Accordingly, in the absence of the consensual deferment by the Bank Holders reflected in the Plan, the recoveries by other creditors of the Subsidiary Guarantors would likely be substantially less than their proposed payment under the Plan.

Potential Impact of Certain Voting Contingencies Upon Distributions to OCD Creditors. As described more fully in the Plan and the Disclosure Statement, the Plan provides that if Class A5 rejects the Plan, then (a) the Bank Holders shall be deemed to share the distributions made on account of Claims in Class A11 ratably with Class A5 (the Bondholders) and Class A6-B (the holders of OCD General Unsecured/Senior Indebtedness Claims), (b) the rights of holders of Asbestos Personal Injury Claims, the Asbestos Claimants’ Committee and the Future Claimants’ Representative to assert Integrex Asbestos Personal Injury Claims against Integrex shall be reserved and (c) the Asbestos Claimants’ Committee and the Future Claimants’ Representative shall have the right to seek a determination at or prior to the Confirmation Hearing that certain or all of the Class A11 Claims should be equitably subordinated or recharacterized. Based upon, among other things, the distribution assumptions set forth in the Plan and this Appendix I and the Debtors’ financial advisors’ valuation set forth in Section XIV.E of the Disclosure Statement as of the Effective Date, the potential economic impact of the foregoing factors on the Bondholders’, Class A6-A claimholders’ and Class A6-B claimholders’ ultimate recoveries is summarized as follows (and is reflected schematically in the chart entitled “Summary of Potential Impact of Certain Voting Contingencies” on page 11 of this Appendix I):

• If Class A5, Class A6-A and Class A6-B all accept the Plan, then such Classes will receive the Class A5 Aggregate Distribution, the Class A6-A Aggregate Distribution and Class A6-B Aggregate Distribution, respectively (the “Base Case Scenario”). Such aggregate distributions are calculated based in part upon the following assumptions: (i) the Bank Holders are not deemed to share in the Class A11 distributions, (ii) the claim arising under the Contribution Agreement is deemed to constitute an Allowed Intercompany Claim by OCD against Integrex as set forth in the Plan, and (iii) the Asbestos Claimants’ Committee and the Future Claimants’ Representative are deemed to relinquish any right to assert that the Class A11 Claims should be equitably subordinated. Under the Base Case Scenario, the Bondholders’ and Class A6-B claimholders’ estimated recovery under the Plan would be approximately 58.4%.

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• If Class A5 rejects the Plan and (i) the Bank Holders were deemed to share in the Class A11 distributions, (ii) the Asbestos Claimants’ Committee and the Future Claimants’ Representative were not successful in establishing direct Integrex Asbestos Personal Injury Claims against Integrex, and (iii) the Asbestos Claimants’ Committee and the Future Claimants’ Representative were not successful in asserting that the Class A11 Claims should be equitably subordinated, then the Bondholders’ and Class A6-B claimholders’ estimated recovery under the Plan would each be approximately 55.1%. Under this scenario, the subordination provisions of the applicable subordinated debt instruments would be applied in accordance with their terms (“Scenario 1” in the attached chart entitled “Recovery Scenarios”).

• If Class A5 rejects the Plan and (i) the Bank Holders were deemed to share in the Class A11 distributions, (ii) the Asbestos Claimants’ Committee and the Future Claimants’ Representative were successful in establishing direct Integrex Asbestos Personal Injury Claims against Integrex,⁵ and (iii) the Asbestos Claimants’ Committee and the Future Claimants’ Representative were not successful in asserting that the Class A11 Claims should be equitably subordinated, then the Bondholders’ and Class A6-B claimholders’ estimated recovery under the Plan would each be approximately 49.3%. Under this scenario, in addition to the assumptions in the previous scenario, those claims determined by the Bankruptcy Court to constitute direct Integrex Asbestos Personal Injury Claims against Integrex would not be an asset to be distributed pro rata to all OCD creditors, but rather a claim owed by Integrex to the OC Sub-Account of the Asbestos Personal Injury Trust (“Scenario 2” in the attached chart entitled “Recovery Scenarios”).

• If Class A5 rejects the Plan and (i) the Bank Holders were deemed to share in the Class A11 distributions, (ii) the Asbestos Claimants’ Committee and the Future Claimants’ Representative were successful in establishing direct Integrex Asbestos Personal Injury Claims against Integrex, and (iii) the Asbestos Claimants’ Committee and the Future Claimants’ Representative were successful in asserting that all or a substantial portion of the Class A11 Claims should be equitably subordinated, then the Bondholders’ and Class A6-B claimholders’ estimated recovery under the Plan would each potentially be approximately 46.4%. Under this scenario, in addition to the assumptions in the previous scenario, the Bankruptcy Court would have determined that at least a substantial portion of the Class A11 distributions would not be available to be assigned to Senior Indebtedness Claims, but rather would be deemed to constitute additional equity entitled to no distributions under the Plan (“Scenario 3” in the attached chart entitled “Recovery Scenarios”).

• Summary of Class A6-A Recovery Scenarios. If Class A5 and Class A6-A both accept the Plan, then Class A6-A will receive the Class A6-A Aggregate Distribution (in Cash), as described under the Base Case Scenario. If Class A5 rejects the Plan (regardless of

⁵ Solely for purposes of calculating the estimated recoveries under Scenario 2 and Scenario 3, the direct Integrex Asbestos Personal Injury Claims are assumed to be in the aggregate amount of approximately $833 million. Pursuant to the Plan, the actual amount of direct Integrex Asbestos Personal Injury Claims, if any, would be determined by the Bankruptcy Court at or prior to the Confirmation Hearing in the event Class A5 or Class A6-B rejects the Plan.

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whether Class A6-A accepts or rejects the Plan), then, depending upon the outcome of the litigation scenarios outlined above, Class A6-A will receive the distribution described under either Scenario 1, Scenario 2 or Scenario 3, as the case may be, and such distribution shall be comprised of Cash and New OCD Common Stock. If Class A5 accepts the Plan and Class A6-A rejects the Plan, then, depending upon the outcome of the litigation scenarios outlined above, Class A6-A will receive the distribution described under either Scenario 1, Scenario 2 or Scenario 3, as the case may be, and such distribution shall be comprised entirely of Cash.

• Summary of Class A6-B Recovery Scenarios. If Class A5 and Class A6-B both accept the Plan, then Class A6-B will receive the Class A6-B Aggregate Distribution (in Cash), as described under the Base Case Scenario. If Class A5 rejects the Plan (regardless of whether Class A6-B accepts or rejects the Plan), then, depending upon the outcome of the litigation scenarios outlined above, Class A6-B will receive the distribution described under either Scenario 1, Scenario 2 or Scenario 3, as the case may be, and such distribution shall be comprised of Cash and New OCD Common Stock. If Class A5 accepts the Plan and Class A6-B rejects the Plan, then, depending upon the outcome of the litigation scenarios outlined above, Class A6-B will receive the distribution described under either Scenario 1, Scenario 2 or Scenario 3, as the case may be, and such distribution shall be comprised entirely of Cash.

Additional Observations Regarding Bank Holders’ Recovery Under the Plan. The Debtors make the following additional observations regarding the distributional provisions of the Plan based upon, among other things, the distribution assumptions set forth in the Plan (including, without limitation, the assumptions regarding whether and to what extent the Bank Holders may be deemed to share in the Class A11 distributions) and this Appendix I and the Debtors’ financial advisors’ valuation set forth in Section XIV.E of the Disclosure Statement as of the Effective Date:

• Subject to the foregoing assumptions, the Debtors and their financial advisors have concluded that, as of the Effective Date, there will likely be sufficient distributable value at OCD and the Subsidiary Guarantors to pay the Bank Holders in full under the 1997 Credit Agreement as set forth in the Plan (including payment of the Bank Default Interest and Fee Amount), regardless of (i) the sequencing of the various borrower and guarantor entities against which the Bank Holders are deemed to recover, and (ii) the specific sources comprising the Bank Holders’ recovery.

• Subject to the foregoing assumptions, the Plan has been structured so that any variations in the methodology used in calculating the recovery to the Bank Holders (including, without limitation, any so-called “waterfall” analysis) would not affect the recoveries available under the Plan to the non-Bank Holder creditors of each of the Debtors, including the Bondholders and the Class A6-B claimholders.

• For example, based upon the Plan structure (including the assumptions set forth above), if the Bank Holders are hypothetically deemed to recover from IPM, ESI, Fibreboard, Vytec, Soltech, Integrex, OCFT and OCD, in that order, then the Bondholders’ and the Class A6-B claimholders’ estimated recovery under the Plan would be approximately

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55.1% (assuming the Bondholders reject the Plan and Scenario 1 applies). If, however, the Bank Holders are hypothetically deemed to recover from OCD, OCFT, Integrex, Soltech, Vytec, Fibreboard, ESI and IPM, in that order, then the Bondholders’ and the Class A6-B claimholders’ estimated recovery under the Plan would be approximately the same (assuming the Bondholders reject the Plan and Scenario 1 applies).

• The Plan is structured to neutralize any effect of variations in the Bank Holder recovery “waterfall” by, among other things, providing that (i) the non-Bank Holder creditors of the Subsidiary Guarantors receive fixed distributions prior to any distributions to the Bank Holders, and (ii) OCD, as the direct or indirect parent of each of the Subsidiary Guarantors, ultimately receives the benefit of the residual equity value of each of the Subsidiary Guarantors and other Subsidiaries.

Observations Regarding Certain Alternative Distributional Assumptions. Based upon, among other things, the Debtors’ financial advisors’ valuation set forth in Section XIV.E of the Disclosure Statement as of the Effective Date, even in the event that certain alternative distributional assumptions described below were employed under the Plan, the potential economic impact upon the Bondholders’, the Class A6-B claimholders’ and other OCD creditors’ recoveries likely would be immaterial.

• For example, if (i) creditor recoveries at the Subsidiary Guarantors were alternatively calculated on a Pro Rata basis (so that the non-Bank Holder creditors would not receive fixed distributions prior to any distributions to the Bank Holders), and (ii) the Bank Holders were hypothetically deemed to recover from IPM, ESI, Fibreboard, Vytec, Soltech, Integrex, OCFT and OCD, in that order (“Pro Rata Scenario A”), then any increase in the Bondholders’ and Class A6-B claimholders’ estimated recovery when compared to the approximately 55.1% estimated recovery the Bondholders and Class A6-B claimholders would receive under the Plan (in the event the Bondholders reject the Plan and Scenario 1 applies) would be less than one percent (1%) (applying the same assumptions as provided under the Plan in the event the Bondholders reject the Plan and Scenario 1 applies). Moreover, any such increase in the Bondholders’ and Class A6-B claimholders’ recovery would be caused entirely by a reduction in recoveries by general unsecured creditors of the Subsidiary Guarantors. By way of example, the estimated recovery of holders of ESI General Unsecured Claims under this scenario would be significantly less than their projected 100% recovery (plus post-petition interest calculated at the applicable federal judgment rate) under the Plan.

• Alternatively, if (a) the Bank Holders were hypothetically deemed to recover first from OCD and (b) the order of the Subsidiary Guarantors from which the Bank Holders were hypothetically deemed to recover thereafter were altered so as to maximize the amount of distributions distributable to the general unsecured creditors of the Subsidiary Guarantors, then the Bondholders and Class A6-B claimholders would, in turn, receive a lesser distribution than the distribution received under Pro Rata Scenario A. For example, if (i) creditor recoveries at the Subsidiary Guarantors were calculated on a Pro Rata basis, and (ii) the Bank Holders were hypothetically deemed to recover from OCD, OCFT, Integrex, Soltech, Vytec, Fibreboard, ESI and IPM, in that order, then the Bondholders’ and Class A6-B claimholders’ estimated recovery would be less than the

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Bondholders’ and Class A6-B claimholders’ estimated recovery under Pro Rata Scenario A (applying the same assumptions as provided under the Plan in the event the Bondholders reject the Plan and Scenario 1 applies).⁶

NOTE: THIS SUMMARY IS PRELIMINARY AND SUBJECT TO MODIFICATIONS TO BE FILED NO LATER THAN TEN (10) BUSINESS DAYS PRIOR TO THE OBJECTION DEADLINE.

⁶ Accordingly, even if the Bankruptcy Court were to determine that the treatment of non-Bank Holder Claims at the Subsidiary Guarantors under the Plan is not appropriate and, for example, that creditor recoveries at the Subsidiary Guarantors should alternatively be calculated on a Pro Rata basis (so that the non-Bank Holder creditors would not receive fixed distributions prior to any distributions to the Bank Holders), then the Debtors would take the position that they would not be required to re-solicit votes from, among other parties, the Bondholders and the Class A6-B claimholders in respect of the Sixth Amended Plan, in light of, among other things, the information contained in this Appendix I

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SUMMARY OF KEY ASSUMPTIONS

($ in millions) 

OC Total Enterprise Value

Enterprise Value		5,658
Estimated NOL Value		200
Total Enterprise Value		5,858
Less: Total Debt*		(1,916	)
Equity Value		3,942
Less: Emp. Rest. Stock		(99	)
Equity Value for Distribution		3,843
Shares Issued		131.4
Implied Share Price	$	30.00

Distributable Value

Total Enterprise Value	5,858
Excess Cash	1,432
Sub-Total	7,290
FB Asbestos Trust	1,318	**
OC Insurance Escrow	173	**
Existing Non-Debtor Debt	(55	)
Emp. Rest. Stock	(99	)
Distributable Value	8,627

* Includes New Debt of $1,800, New Tax Notes of $61 and Existing Debt of $55

** Does not include $127 million from the Fibreboard Administrative Escrow Deposits and $109 million from the OC Administrative Escrow Deposits, which are currently held in law firm deposit accounts and will be administered by the applicable law firms

NOTE: THIS SUMMARY IS PRELIMINARY AND SUBJECT TO MODIFICATIONS TO BE FILED NO LATER THAN TEN (10) BUSINESS DAYS PRIOR TO THE OBJECTION DEADLINE

-9-

ALLOCATION OF ENTERPRISE VALUE AND EXCESS CASH

($ in millions)

	OCD	OCFT	Soltech	CDC	Remodel	Vytec	ESI	IPM7	O-OCD-ND	TOTAL
Enterprise Value	3,779.7	1,000.0	20.0	5.2	3.1	25.0	250.0	750.0	25.0	5,858
Excess Cash Balance8	1,019.4	—	5.4	0.4	—	—	4.9	401.6	—	1,432

NOTE: THIS SUMMARY IS PRELIMINARY AND SUBJECT TO MODIFICATIONS TO BE FILED NO LATER THAN TEN (10) BUSINESS DAYS PRIOR TO THE OBJECTION DEADLINE

⁷ The portion of the Total Enterprise Value allocated to IPM includes the residual equity value of IPM’s subsidiaries, and the Excess Cash allocated to IPM includes the Excess Cash held by IPM’s subsidiaries.

⁸ Estimated Excess Cash available for distribution is estimated to be no less than $1.432 billion as of October 31, 2006. This consists of cash and cash equivalents of the Debtors and non-Debtor Affiliates as of the Effective Date, less a reserve for working capital and pension contribution purposes.

-10-

USES OF DISTRIBUTABLE VALUE – POST RIGHTS OFFERING

($ in millions)

	Claim	Cash*		Cash (R) & Trust**	Debt	Equity	Total	Recovery		Shares	%
Admin/Priority/Convenience	133.0	72.0		—	61.0	—	133.0	100.0	%	—	0.0	%
Classes A4 to I4	1,475.4	2,422.6		—	—	—	2,422.6	164.2	%	—	0.0	%
Class A5	1,389.2	—		—	—	810.8	810.8	58.4	%	27.0	20.6	%
Class A6-B	217.5	127.0		—	—	—	127.0	58.4	%	—	0.0	%
Class A6-A	104.0	51.8		—	—	—	51.8	49.8	%	—	0.0	%
Class F6	0.2	0.3		—	—	—	0.3	143.0	%	—	0.0	%
Class I6	4.2	6.0		—	—	—	6.0	143.0	%	—	0.0	%
Class E6	1.6	2.3		—	—	—	2.3	143.0	%	—	0.0	%
Class J6	0.5	0.7		—	—	—	0.7	143.0	%	—	0.0	%
Class K6	0.8	1.1		—	—	—	1.1	143.0	%	—	0.0	%
Class B6	4.5	6.4		—	—	—	6.4	143.0	%	—	0.0	%
Class C6	61.7	88.2		—	—	—	88.2	143.0	%	—	0.0	%
Class A7 and I7	7,000.0	2,539.2		173.0	—	806.1	3,518.4	50.3	%9	26.9	20.4	%
Class B8	3,220.0	101.0		1,318.0	—	39.0	1,458.0	45.3	%10	1.3	1.0	%
Rights Offer Participants	—	(2,187.0	)	—	—	2,187.0	—	—		72.9	55.5	%
	13,612.6	3,231.7		1,491.0	61.0	3,843.0	8,626.7			128.1	97.5	%
Restricted Employee Shares										3.3	2.5	%
										131.4	100.0	%

* Includes Excess Cash of $1,432 and proceeds from issuance of New Debt of $1,800.

** Does not include $127 million from the Fibreboard Administrative Escrow Deposits and $109 million from the OC Administrative Escrow Deposits, which are currently held in law firm deposit accounts and will be administered by the applicable law firms.

⁹ This recovery projection does not reflect the $63 million FB/OC Asbestos Settlement Payment to the FB Sub-Account.

¹⁰ This recovery projection does not reflect the $63 million FB/OC Asbestos Settlement Payment to the FB Sub-Account.

NOTE: THIS SUMMARY IS PRELIMINARY AND SUBJECT TO MODIFICATIONS TO BE FILED NO LATER THAN TEN (10) BUSINESS DAYS PRIOR TO THE OBJECTION DEADLINE

-11-

IMPACT OF RIGHTS OFFERING* – ASSUMING 100% PARTICIPATION

($ in millions)

	Claim	Rights %		Rights Proceeds	Rights Shares	Share Ownership	%
Class A5	1,389.2	81.2	%	1,776.0	59.2	86.2	65.6	%
Class A6-B	217.5	12.7	%	278.0	9.3	9.3	7.1	%
Class A6-A	104.0	6.1	%	133.0	4.4	4.4	3.4	%
Class A7 and I7	—	—		—	—	26.9	20.4	%
Class B8	—	—		—	—	1.3	1.0	%
	1,710.7	100.0	%	2,187.0	72.9	128.1	97.5	%
Restricted Employee Shares						3.3	2.5	%
						131.4	100.0	%

* Issuance of 72.9 million share at $30.00 per share with gross proceeds of $2.187 billion

SUMMARY OF CLASS A7 & B8 RECOVERY

($ in millions)

	Post- Rights Recovery	FAIR Act Escrow Impact		At Emergence	FAIR Act Fails*	FAIR Act Passes*
Cash	2,640.2	(1,390.2	)	1,250.0	2,640.2	1,250.0
OC Asbestos Escrows**	173.0	0.0		173.0	173.0	173.0
FB Asbestos Trust**	1,318.0	0.0		1,318.0	1,318.0	1,318.0
Contingent Note	0.0	1,390.2		1,390.2	0.0	0.0
Common Stock	845.1	0.0		845.1	845.1	0.0
	4,976.3	0.0		4,976.3	4,976.3	2,741.0
Memo: Common Shares	28.2	0.0		28.2	28.2	0.0

* If the FAIR Act fails, Reorganized OCD will repay the Contingent Note in cash; if the FAIR Act passes, the Contingent Note will be cancelled and the remaining Common Stock will be not be issued.

** Does not include $127 million from the Fibreboard Administrative Escrow Deposits and $109 million from the OC Administrative Escrow Deposits, which are currently held in law firm deposit accounts and will be administered by the applicable law firms.

-12-

IMPACT OF PASSAGE OF FAIR ACT

(shares in millions)

	Post- Rights Shares*	Impact of Passage of FAIR Act		Post Passage of FAIR Act	%
Class A5	86.2	—		86.2	66.6	%
Class A6-B	9.3	—		9.3	7.2	%
Class A6-A	4.4	—		4.4	3.4	%
Class A7 and I7	26.9	(26.9	)	0.0	0.0	%
Class B8	1.3	(1.3	)	0.0	0.0	%
Class A11	—	8.0		8.0	5.5	%**
Class A12-A	—	19.2		19.2	14.8	%
	128.1	(1.0	)	127.1	97.5	%
Restricted Employee Shares	3.3			3.3	2.5	%
	131.4			130.4	100.0	%

* Assumes 100% participation in rights offering

** Pursuant to the Plan, this number has changed to 6.142%.

	As of the Effective Date		Assuming FAIR Act Fails		Assuming FAIR Act Passes
Total Enterprise Value		5,858.0		5,858.0		5,858.0
Less: New Debt		409.8		1,800.0		409.8
Less: Contingent Note		1,390.2		0.0		0.0
Less: Tax Notes		61.0		61.0		61.0
Less: Existing Debt		55.0		55.0		55.0
Equity Value		3,942.0		3,942.0		5,332.2
Shares Issued		131.4		131.4		130.4
Implied Share Price	$	30.00	$	30.00	$	40.89

-13-

SUMMARY OF POTENTIAL IMPACT OF CERTAIN VOTING CONTINGENCIES

($ in millions)

	Claim	Base Case Recovery	Base Case %		Scenario 1 Recovery	Scenario 1 %		Scenario 2 Recovery	Scenario 2 %		Scenario 3 Recovery	Scenario 3 %
Admin/Priority/Convenience	133.0	133.0	100.0	%	133.0	100.0	%	133.0	100.0	%	133.0	100.0	%
Classes A4 to I4	1,475.4	2,422.6	164.2	%	2,422.6	164.2	%	2,422.6	164.2	%	2,422.6	164.2	%
Class A5	1,389.2	810.8	58.4	%	765.6	55.1	%	685.3	49.3	%	644.3	46.4	%
Class A6-B	217.5	127.0	58.4	%	119.9	55.1	%	107.3	49.3	%	100.9	46.4	%
Class A6-A	104.0	51.8	49.8	%	52.6	50.6	%	47.0	45.2	%	47.9	46.0	%
Class F6	0.2	0.3	143.0	%	0.3	143.0	%	0.3	143.0	%	0.3	143.0	%
Class I6	4.2	6.0	143.0	%	6.0	143.0	%	6.0	143.0	%	6.0	143.0	%
Class E6	1.6	2.3	143.0	%	2.3	143.0	%	2.3	143.0	%	2.3	143.0	%
Class J6	0.5	0.7	143.0	%	0.7	143.0	%	0.7	143.0	%	0.7	143.0	%
Class K6	0.8	1.1	143.0	%	1.1	143.0	%	1.1	143.0	%	1.1	143.0	%
Class B6	4.5	6.4	143.0	%	6.4	143.0	%	6.4	143.0	%	6.4	143.0	%
Class C6	61.7	88.2	143.0	%	88.2	143.0	%	88.2	143.0	%	88.2	143.0	%
Class A7 and I7**	7,000.0	3,518.4	50.3	%	3,569.9	51.0	%	3,665.3	52.4	%	3,714.9	53.1	%
Class B8**	3,220.0	1,458.0	45.3	%	1,458.0	45.3	%	1,458.0	45.3	%	1,458.0	45.3	%
	13,612.6	8,626.7			8,626.7			8,626.7			8,626.7

* Includes Excess Cash of $1,432 and proceeds from issuance of New Debt of $1,800

** Does not include $127 million from the Fibreboard Administrative Escrow Deposits and $109 million from the OC Administrative Escrow Deposits, which are currently held in law firm deposit accounts and will be administered by the applicable law firms

NOTE: THIS SUMMARY IS PRELIMINARY AND SUBJECT TO MODIFICATIONS TO BE FILED NO LATER THAN TEN (10) BUSINESS DAYS PRIOR TO THE OBJECTION DEADLINE

* Recovery calculated based upon same percentage recovery as Class A6-A assuming a claim amount of $6,718 (plus $282 related to recovery from Administrative Escrows).

** Recovery calculated based upon same percentage recovery as Class A6-A assuming a claim amount of $5,885 (plus $282 related to recovery from Administrative Escrows and recovery related to assumed $833 million claim against Integrex described in footnote 5 above).

-14-

APPENDIX J

Voting Procedures

The Voting Procedures Accompany this Disclosure Statement as a Separate Document

APPENDIX K

Letter dated December 30, 2005, from the Steering Committee

	WEIL, GOTSHAL & MANGES LLP
	767 FIFTH AVENUE • NEW YORK, NY 10153-0119	DALLAS
	(212) 310-8000	HOUSTON
	FAX: (212) 310-8007	MENLO PARK
		(SILICON VALLEY)
		MIAMI
		WASHINGTON, D. C.
	December 30, 2005	BRUSSELS
		BUDAPEST
		FRANKFURT
		LONDON
MARTIN J. BIENENSTOCK		PRAGUE
DIRECT LINE (212) 310-8530		WARSAW
E-MAIL: martin.bienenstock@weil.com

By Email

stephen.k.krull@owenscorning.com

Stephen K. Krull, Esq.

Sr. Vice President, General Counsel and Secretary

Owens Corning

One Owens Corning Parkway

Toledo, Ohio 43659

Re: Owens Corning, et al., chapter 11 debtors in possession (“OC”) – Steering Committee of Bank Debt Holders (the “Steering Committee”)

Dear Mr. Krull:

This firm has represented Credit Suisse, Cayman Branch (f/k/a Credit Suisse First Boston), as agent (the “Agent”) under Owens Corning’s credit agreement dated as of June 26, 1997, as amended (the “Credit Agreement”), in the Owens Corning chapter 11 cases. OC has requested prior to proposing OC’s proposed Fifth Amended Joint Plan of Reorganization (as such plan may be amended, modified or supplemented, the “Plan”), certain assurances as to the positions of the members of the Steering Committee and the bank debt holders under the Credit Agreement (the “Bank Debt Holders”) on certain issues set forth below. We have been authorized to advise you of the following positions the members of the Steering Committee will take on their respective individual behalf on the following issues, subject to the reservations listed below:

1. Payment in cash on the effective date or distribution date of the Plan of the claims of the Bank Debt Holders under the Credit Agreement shall constitute full payment under the Credit Agreement, and shall be deemed to render such claims unimpaired for purposes of Section 1124 of the Bankruptcy Code and otherwise (regardless of the outcome of the ultimate vote of the class of Bank Debt Holders on the Plan), if the amount of cash equals all then unpaid (A) prepetition (i) interest under the Credit Agreement computed at LIBOR plus 1.25% and (ii) letter of credit, facility and agency fees payable under the Credit Agreement

WEIL, GOTSHAL & MANGES LLP

Stephen K. Krull, Esq.

December 30, 2005

Page 2 of 4

totaling $9,734,553, and (B) postpetition: (i) principal outstanding under the Credit Agreement, (ii) interest accrued through the date of payment under the Plan on the principal amount(s) outstanding under the Credit Agreement computed at the Base Rate (as defined in the Credit Agreement) plus 2%, compounded quarterly, and (iii) letter of credit fees, facility fees, agency fees, and expenses payable under the Credit Agreement (for example, such amount totals $2,276,730,200 as of March 31, 2006 assuming prime rate increases of 25 basis points on January 31 and March 28, 2006). Letters of credit totaling $83,837,342.28 issued under the Credit Agreement are outstanding and undrawn as of today. It is assumed that $14,670,570.28 of these related to asbestos judgment appeals are drawn prior to confirmation and the balance of $69,166,772.00 is to be replaced with an exit facility upon the effective date. We understand there is a discrepancy of approximately $9 million between OC and the Steering Committee members with respect to certain of the foregoing amounts owed to the Bank Debt Holders, and such discrepancy will be reconciled and resolved in the near term by the parties’ respective financial advisors;

2. The Steering Committee shall support the confirmation of OC’s Plan providing for the unavoidable and nondisgorgeable payment on its distribution date consistent with paragraph 1 above, which payment shall be prior to or simultaneous with the discharge by the Plan and any confirmation order of the Credit Agreement claims;

3. If OC’s Plan is confirmed and results in an unavoidable and nondisgorgeable payment on its distribution date consistent with paragraph 1 above, then each of the OC debtors and the nondebtor Owens Corning subsidiaries shall have no further liability under the Credit Agreement, inclusive of their guarantees;

4. The Agent (and the Steering Committee) shall take such actions, including participation in and testifying at judicial hearings, filing supporting pleadings in connection therewith, and supporting reasonable extensions of exclusivity, as are reasonably desirable to attain confirmation of the Plan resulting in such payment;

5. The Agent, with the support of the Steering Committee, shall, no later than January 20, 2006, seek authorization and instruction from other Bank Debt Holders to take the same positions on behalf of all Bank Debt Holders as the Steering Committee and its members have agreed to take hereunder;

6. To the extent, if any, that the Steering Committee members hereafter transfer their claims under the Credit Agreement (other than claims held for clients or by their trading desks), the claims shall be transferred subject to this letter; and

WEIL, GOTSHAL & MANGES LLP

Stephen K. Krull, Esq.

December 30, 2005

Page 3 of 4

7. The Agent, with the support of the Steering Committee, shall, no later than January 20, 2006, (i) seek authorization to then withdraw without prejudice the pending trustee and examiner motions, the opposition to the Debtors’ pending severance motion, and the Kensington action filed by or on behalf of the Agent or the Bank Debt Holders, and (ii) seek authorization and instruction from other Bank Debt Holders (and shall otherwise use their best efforts) to withdraw with prejudice and without costs to any party, on the Effective Date of the Plan resulting in a payment consistent with paragraph 1 above, all pleadings filed by or on behalf of the Agent or the Bank Debt Holders concerning the pending estimation and KERP appeals.

The Steering Committee and each of its members expressly reserve all their respective rights:

• to object to confirmation of the Plan if (i) the Court finds that the Bank Debt Holders are impaired and (ii) the class of Bank Debt Holders does not accept the Plan;

• to take all actions to oppose treatment of the claims under the Credit Agreement in any manner other than the treatment specified in paragraph 1 above, including without limitation, actions to prevent confirmation of the Plan or any other chapter 11 plan if its confirmation would result in any other treatment providing less cash than provided in paragraph 1 above to Bank Debt Holders based on their unimpairment or on their impairment and acceptance of such plan by their class;

• to take all actions to obtain on behalf of the Credit Agreement claims more than provided in paragraph 1 above if (i) the Credit Agreement claims are deemed impaired by the Court and the class of Bank Debt Holders does not accept the Plan, or (ii) not all Bank Debt Holders under the Credit Agreement are treated the same;

• to terminate this letter if (i) the Credit Agreement claims are not paid consistent with paragraph 1 above on or before December 31, 2006, (ii) the Plan provides or is amended to provide that the Credit Agreement claims shall receive less cash than provided in paragraph 1 above if the class of Bank Debt Holders is deemed impaired and accepts the Plan, or (iii) if any Plan proponent asserts the Plan impairs the Credit Agreement claims or that the Credit Agreement claims should be paid under the Plan

WEIL, GOTSHAL & MANGES LLP

Stephen K. Krull, Esq.

December 30, 2005

Page 4 of 4

(or otherwise) less cash than provided in paragraph 1 above if the class of Bank Debt Holders is deemed impaired and accepts the Plan;

• to oppose any and all actions by any entities or parties in interest that may delay or hinder confirmation of a Plan resulting in the treatment of the Credit Agreement claims consistent with paragraph 1 above; and

• to prosecute the pleadings set forth in paragraph 7 above prior to confirmation of the Plan that will be withdrawn with prejudice on the conditions set forth above, to the extent such prosecution may be necessary to avoid prejudice to such pleadings.

The Steering Committee members are or are affiliates of: CS First Boston, JPMorgan/Chase, CP Capital Investments, LLC, Angelo Gordon, and Cyrus Capital Partners, L.P..

Sincerely,

/s/    MARTIN J. BIENENSTOCK        

Martin J. Bienenstock

cc: Steering Committee

James F. Conlan, Esq.