DEFERRED COMPENSATION PLAN
(Effective as of April 1, 2007)
1.1 THE PLAN AND ITS EFFECTIVE DATE
The USG Corporation Deferred Compensation Plan is established effective as of April 1, 2007. Defined terms
used herein shall have the meaning given such terms in Section 2.
(a) The Company has established this Plan to allow Eligible Employees to defer compensation as described
herein. The Plan is intended to be a top-hat plan described in Section 201(2) of ERISA.
(b) Amounts deferred under the Plan are subject to the provisions of
Section 409A of the Code; accordingly, as applied to those amounts, the Plan shall at all times be interpreted and
administered so that it is consistent with such Code section notwithstanding any provision of the Plan to the
The Plan shall be administered by the Committee. The Committee shall have the powers set forth in the Plan and
the complete discretionary power to interpret its provisions. Any decisions of the Committee shall be final and
binding on all persons with regard to the Plan. The Committee may delegate its authority hereunder to such
officers, employees or representatives of the Company as it may deem appropriate.
1.4 PLAN YEAR
The Plan shall be administered on the basis of the Plan Year.
"Annual Base Salary" means the regular rate of compensation to be paid to the Eligible Employee for services
rendered during the Plan Year excluding severance or termination
payments, commissions, foreign service payments, payments for consulting services, incentive awards, bonuses
and such other unusual or extraordinary payments as the Committee may determine.
"Bonus" means an Eligible Employee's Bonus (whether annual or quarterly or other period) due under any short-
term incentive plan of the Company or an Employer.
"Beneficiary" means the individual(s) or entity designated by a Participant to receive the balance of the