January 1, 2005
SENIOR EXECUTIVE SEVERANCE PLAN
You are a key member of the senior executive team of USG Corporation (hereinafter, together with its
participating subsidiaries, including in particular the business entity which pays your salary and benefits and which
will be primarily responsible for the performance of the Corporation's obligations under this Plan, collectively
referred to as the "Corporation"). The Corporation, accordingly has an interest in creating and preserving an
environment that will permit you to give undivided attention to your duties and responsibilities. That interest would
be especially strong during the potentially distracting circumstances created by the current business environment
and asbestos litigation.
The USG Corporation Senior Executive Severance Plan (the "Plan") addresses the above needs. It is intended to
provide you with ongoing compensation and benefits or a lump sum payment in the event you are involuntarily
terminated between January 1, 2005 through and including the effective date of a Plan of Reorganization. The
Plan, of course, asks something of you as well, since in any agreement each party has to promise to do or to give
Please read the provisions of the Plan that follow. If you find them acceptable and agree to be bound by them,
please so indicate by signing the enclosed Statement of Acceptance and returning it to the office indicated. You
will not be covered by the Plan until you have taken these steps.
You are under no obligation to participate in the Plan and should feel no pressure to do so. The Corporation
believes the Plan is in both its and your best interests. Whether you participate, however, is ultimately your
decision. If you do elect to receive severance benefits under this Plan, you will not be eligible to also receive
severance benefits under any other USG severance plan, employment agreement or termination compensation
1. IMPORTANT DEFINITIONS
Under this Plan, "