(Amended and Restated February 13, 2008)
Effective July 1, 2007, the compensation program for the non-employee directors of USG Corporation, a
Delaware corporation (“USG”), is revised so that non-employee directors shall be entitled to receive the
compensation described below.
1. An annual retainer of $160,000 payable as follows:
a. $80,000 in cash in equal quarterly installments, payable on the last business day of each calendar
quarter commencing with the third quarter of 2007; and
b. $80,000 in cash or, at the director’s election effected by written notice to the Corporate Secretary of
USG delivered at least 10 days prior to the payment date, in an equivalent amount of shares of USG
common stock on July 1, 2007 and on December 31 of each year commencing December 31, 2008.
2. An additional cash retainer of $10,000 per year for the chairs of Board committees, payable in equal
quarterly installments on the last business day of each calendar quarter commencing with the third quarter
3. Non-employee directors will be allowed to defer any or all of their compensation pursuant to the terms of
the USG Corporation Deferred Compensation Program for Non-Employee Directors (the “Deferral
Program”), as it may be amended from time to time.
4. The portion of the annual retainer referred to in 1.b above payable on July 1, 2007 will be pro-rated and
paid (a) as provided in Section 9.4 of the USG Corporation Stock Compensation Program for Non-
Employee Directors (the “Stock Program”) for any non-employee director whose service as a director
terminates prior to July 1, 2007 and (b) as provided in Section 9.1 of the Stock Program for any non-
employee director whose service as a director commenced after July 1, 2006.
5. The portion of the annual retainer referred to in 1.b. above payable on D