RENEWAL AGREEMENT RENEWAL AGREEMENT between Owens Corning, a Delaware corporation which was formerly known as Owens-Corning Fiberglas Corporation (the "Corporation") and Glen H. Hiner, Jr. (the "Employee"), which is to be effective as of July 31,1999,...

                        RENEWAL AGREEMENT


          RENEWAL AGREEMENT between Xxxxx Corning, a Delaware
corporation which was formerly known as Xxxxx-Xxxxxxx Fiberglas
Corporation (the "Corporation") and Xxxx X. Xxxxx, Xx. (the
"Employee"), which is to be effective as of July 31,1999, the
date as of which the employment agreement which is presently in
effect between the parties will terminate unless the parties
elect to renew it.

                      W I T N E S S E T H:

          WHEREAS the Corporation and the Employee entered into
an Employment Agreement dated as of December 15, 1991 which was
amended as of April 1, 1992 (the "Grandfathered Contract"); and

          WHEREAS the terms of the Grandfathered Contract provide
that said Contract will be terminated as of July 31, 1999, the
last day of the month in which the Employee attains age 65,
unless the Corporation and the Employee elect to renew it; and

          WHEREAS the Employee is not obligated to continue in
the employ of the Corporation after the Grandfathered Contract
terminates; and

          WHEREAS the Corporation wishes to assure itself of the
services of the Employee during the period commencing upon the
termination of the Grandfathered Contract and ending on April 16,
2002 (the "Renewal Term"), on substantially the same terms and
conditions as applied before the Renewal Term; and

          WHEREAS the Employee is willing to agree to continue in
the employ of the Corporation during the Renewal Term on
substantially the same terms and conditions as applied before the
Renewal Term; and

          WHEREAS no provision of this Renewal Agreement is
intended to amend, modify, enlarge, diminish or otherwise alter
the Grandfathered Contract or the respective rights and
obligations of the Corporation and the Employee thereunder;

          NOW, THEREFORE, in consideration of the premises and
the mutual promises herein set forth, the Corporation and the
Employee hereby agree as follows:

          1.   That, effective as of the termination of the
Grandfathered Contract on July 31, 1999, they shall each be bound
by the terms and conditions of the Grandfathered Contract, which
are hereby incorporated herein by reference, with the exceptions
set forth in paragraphs 2 and 3 below (such terms and conditions
with such exceptions being hereafter referred to collectively as
the "Successor Terms and Conditions") during the period
commencing as of the termination of the Grandfathered Contract on
July 31,1999 and ending at the time provided by the Successor
Terms and Conditions.

          2.   That, effective as of the termination of the
Grandfathered Contract on July 31, 1999, in lieu of the clause
that appears at the end of Paragraph 1 of the Grandfathered
Contract and that reads, "this Agreement shall terminate as of
the last day of the month in which Executive attains age 65",
there shall be substituted the clause, "this Agreement shall
terminate as of April 16, 2002".

          3.   That, effective as of the termination of the
Grandfathered Contract on July 31,1999, in lieu of the first
sentence of subparagraph 10(c)(ii) of the Grandfathered Contract
that reads,

     "In the event of a Termination Without Cause or a
     Termination for Good Reason, Executive shall be entitled to
     receive from the Company, in a single lump sum payment
     within 15 business days following such termination, a cash
     severance payment in an amount equal to 330% of his Base
     Salary; provided, that in the event of a Termination Without
     Cause within one year of Executive attaining age 65, the
     cash severance payment shall be 165% of his Base Salary."

there shall be substituted the following sentence:

     "In the event of a Termination Without Cause or a
     Termination for Good Reason, Executive shall be entitled to
     receive from the Company, in a single lump sum payment
     within 15 business days following such termination, a cash
     severance payment in an amount equal to 330% of his Base
     Salary."

          4.   That no provision of this Renewal Agreement shall
be deemed to amend, modify, enlarge, diminish or otherwise alter
the Grandfathered Contract or the respective rights and
obligations of the Corporation and the Employee thereunder.

          IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Renewal Agreement effective as of the
termination of the Grandfathered Contract on July 31, 1999.


Witness                            XXXXX CORNING
                                     By
/s/ Xxxxxx X. Xxxxxxxx               Xxxxxx X. Xxxxxxxx
======================               Senior Vice President -
                                     Strategic Resources
Witness

/s/ X.X. Xxxxxxx                   EXECUTIVE
==================
                            


                                     
/s/ Xxxx X. Xxxxx, Xx.               By
                                     Xxxx X. Xxxxx, Xx.