CONSENT IN LIEU OF AN ANNUAL MEETING

OF THE SHAREHOLDERS OF

OWENS-CORNING FIBERGLAS TECHNOLOGY INC.

The undersigned, being the sole shareholder of OWENS-CORNING FIBERGLAS TECHNOLOGY INC., an Illinois corporation (the Corporation), in lieu of holding an annual meeting, hereby adopts the following resolutions by unanimous written consent pursuant to Section 7.10 of the Business Corporation Act of Illinois.

RESOLVED, that the following are hereby elected directors of the Corporation, to hold office for the term provided in the By-Laws:

Mark A. Faulkner

Robert M. Mercola

C. Jackson Snyder

FURTHER RESOLVED, that all lawful actions taken by the Board of Directors since the last annual meeting of shareholders hereby are approved, ratified and confirmed.

FURTHER RESOLVED, that Article II, Section 1. of the By-Laws of the Corporation hereby is amended in its entirety to read as follows:

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the twentieth (20th) day of April in each year beginning in the year 1999, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If that day shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as is convenient.

The actions taken by this consent shall have the same force and effect as if taken by the undersigned at an annual meeting of the shareholders of the Corporation, duly called and constituted pursuant to the laws of the State of Illinois and the Corporations By-Laws.

DATED as of November 1, 1998

BY-LAWS

OF

OWENS-CORNING FIBERGLAS TECHNOLOGY INC.

ARTICLE I

Offices

The corporation may have offices at such places either within or without the State of Illinois as the board of directors may from time to time appoint or as the business of the corporation may require.

The registered office of the corporation required by the Business Corporation Act of 1983 to be maintained in the State of Illinois may be, but need not be, identical with the business office in the State of Illinois, and the address of the registered office may be changed from time to time by the board of directors.

ARTICLE II

Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the third Tuesday in April in each year beginning with the year 1992, or at such time as the board of directors may, by resolution, fix, which date shall be within six months after the end of the fiscal year, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as is convenient.

Section 2. Special Meetings. Special meetings of the shareholders may be called by the president, by the board of directors or by the holders of not less than one-fifth of all the outstanding shares of the corporation.

Section 3. Place of Meeting. The board of directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver of notice signed by all shareholders may designate any place, either within or without the State of Illinois, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Illinois except as otherwise provided in Section 5 of this Article.

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