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 Companys 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.

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