STOCK COMPENSATION PROGRAM
FOR NON-EMPLOYEE DIRECTORS
(as amended and restated)
Article 1. Establishment, Purpose, and Duration
1.1 Establishment of the Plan. USG Corporation, a Delaware corporation (the "Corporation"), hereby amends
and restates in its entirety the non-employee director incentive stock compensation plan known as the "USG
Corporation Stock Compensation Program for Non-Employee Directors" (herein, as so amended and restated,
called the "Plan"), as set forth in this document. The Plan provides for the annual grant of shares of the common
stock of the Corporation ("Shares") to non-employee directors and for the acquisition of Deferred Stock Units
(as herein defined) by non-employee directors, subject to the terms and provisions set forth herein.
Upon approval by the Board of Directors of the Corporation, the Plan shall become effective as of July 1, 1997
(the "Effective Date"), and shall remain in effect as provided in Section 1.3 herein.
The Plan is intended as a replacement for certain compensation arrangements for non-employee directors in
effect prior to the Effective Date, including the Plan prior to this amendment and restatement, and the
Corporation's Directors' Deferred Fee Plan (collectively, the "Prior Programs"). The Prior Programs will continue
to apply in the future only with respect to applicable compensation earned by non-employee directors for periods
of service prior to July 1, 1997.
1.2. Purpose of the Plan. The purpose of the Plan is to promote the achievement of long-term objectives of the
Corporation by linking the personal interests of non-employee directors to those of the Corporation's
stockholders and to attract and retain non-employee directors of outstanding competence.
1.3 Duration of the Plan. The Plan will commence as of the Effective Date and shall remain in effect until
terminated or amended by the Board of Directors pursuant to Article 9.
Article 2. Definitions
In addition to the terms defined in the