Belgium Uses in Initial Capital Structure Clause

Initial Capital Structure from Joint Venture Agreement

THIS JOINT VENTURE AGREEMENT (together with the Schedules hereto, the JV Agreement), dated as of February 20, 2007, between Owens Corning Composite Cooperatief U.A. (OC Topco), a company organized under the Laws of The Netherlands, Owens Corning, a company organized under the Laws of Delaware (OC Parent), Ondatra S.A.S., a company organized under the Laws of France (SG Topco and, together with OC Topco, the Parties), and Societe de Participations Financieres et Industrielles S.A.S., a company organized under the Laws of France (SG Parent).

Initial Capital Structure. On the Closing Date, the Parties shall implement the steps agreed between them to organize the Joint Venture as described in the Master Contribution Agreement, with the result that OC Topco will own sixty percent (60%) of the Company Ownership Interests and SG Topco will own forty percent (40%) of the Company Ownership Interests. Following the Closing, the steps set forth in Schedule 2.3 shall be implemented substantially in accordance with such Schedule.