OPERATING AGREEMENT

OF

OC SALES MERGER COMPANY, LLC

THIS AGREEMENT is made and entered into as of the 31st day of October, 2006 by Owens Corning Sales, Inc. (formerly known as Owens Corning), a Delaware corporation (the Initial Member), as the sole member of OC Sales Merger Company, LLC, a Delaware limited liability company (the Company) and any Additional Member who shall hereafter execute this Agreement as a Member of the Company.

PRELIMINARY STATEMENT

WHEREAS, the Initial Member has heretofore caused to be filed a Certificate of Formation with the Secretary of State to organize the Company under and pursuant to the Act;

WHEREAS, upon the terms and subject to the conditions set forth herein, the Initial Member is concurrently with the execution of this Agreement acquiring certain Membership Interests in the Company; and

WHEREAS, in accordance with the Act, each of the Company and the Member desire to enter into this Agreement to set forth the respective rights, powers and interests of the Member with respect to the Company and its Membership Interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

1.1. Act. The Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18, as amended from time to time.

1.2. Additional Member. A Member other than the Initial Member who has acquired a Membership Interest in the Company.

1.3. Affiliate. A company with a relationship of an Affiliate as defined under the Securities Exchange Act of 1934.

1.4. Agency Agreement. Collectively, the Intercompany Service Agreement, including the Master Sales, Marketing, and Administrative Services Terms and Conditions, effective as of January 1, 2007, by and between the Company and its affiliated companies, all of which are direct or indirect subsidiaries of Owens Corning, pursuant to which the Company serves as

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Agent for such companies, together with a Services Agreement with Owens Corning for the provision of certain of such accounting and other administrative services by Owens Corning (the Agent), pursuant to which Owens Corning will maintain the Companys books and records and perform certain other services on behalf of the Company with respect to the Companys obligations as Agent to the Owens Corning affiliated companies.

1.5. Admission (Admit). The act of becoming a Member and obtaining the rights appurtenant to a Membership Interest.

1.6. Agreement. This Agreement including all amendments adopted in accordance with this Agreement and the Act.

1.7. Board of Managers. At any time, the Board of Managers designated in accordance with Section 6.1.

1.8. Capital Contribution. Any Contribution or contribution of services made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest.

1.9. Capital Account. The account maintained on the Companys books and records for the purpose of recording contributions from and distributions to the Members, and other items of income or loss as determined by the Agent to be appropriate.

1.10. Certificate. The Certificate of Formation of the Company as properly adopted and amended from time to time by the Member and filed with the Secretary of State.

1.11. Code. The Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding law.

1.12. Commitment. The obligation of a Member to make a Capital Contribution in the future.

1.13. Company. OC Sales Merger Company, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company.

1.14. Company Property. Any Property owned by the Company.

1.15. Contribution. Any contribution of Property made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest as shown on the books and records of the Company maintained by the Agent.

1.16. Distribution. A transfer of Property to a Member on account of a Membership Interest as described in Article IX.

1.17. Disposition (Dispose). Any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other transfer, absolute or as security or encumbrance (including dispositions by operation of law).

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1.18. Initial Capital Contribution. The Capital Contribution made by the Member as described in Article VIII.

1.19. Initial Member. Owens Corning Sales, Inc., a Delaware corporation.

1.20. Majority Vote. With respect to actions taken by Members, the affirmative vote or consent of Members holding at least a majority of the Membership Interests then outstanding and, with respect to actions to be taken by the Board of Managers, the affirmative vote or consent of at least a majority of the Managers then serving on the Board of Managers.

1.21. Managers. At any time, the Persons appointed in accordance with Section 6.1 to serve on the Board of Managers.

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