CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as of January 1,
2007, is made and entered into by and between USG Corporation, a Delaware corporation (the "Company"),
and ____________________ (the "Executive").
I. The Executive is a senior executive of the Company or a Subsidiary and has made and is expected to continue
to make major contributions to the growth and financial strength of the Company;
II. The Company recognizes that the possibility of a Change in Control (as defined below) exists and that such
possibility, and the uncertainty it may create among management, may result in the distraction or departure of
management personnel, to the detriment of the Company and its stockholders;
III. The Company desires to assure itself of the continuity of management and desires to establish certain
minimum severance benefits for certain of its senior executives, including the Executive, applicable in the event of
a Change in Control;
IV. The Company wishes to ensure that its senior executives are not unduly distracted by the circumstances
attendant to the possibility of a Change in Control and to encourage the continued attention and dedication of
such executives, including the Executive, to their assigned duties with the Company; and
V. The Company desires to provide additional inducement for the Executive to continue to remain in the employ
of the Company.
NOW, THEREFORE, the Company and the Executive agree as follows:
1. Certain Defined Terms. In addition to terms defined elsewhere herein, the following terms have the following
meanings when used in this Agreement with initial capital letters:
(a) "Base Pay" means the Executive's annual base salary rate as in effect from time to time.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means that, prior to any termination pursuant to Section 3(b), the Executive shall have:
(i) been convicted of a criminal v