ANNUAL MANAGEMENT INCENTIVE PROGRAM
To enhance USG Corporation's ability to attract, motivate, reward and retain key employees of the Corporation
and its operating subsidiaries and to strengthen the existing mutuality of interest between such key employees and
the Corporation's stockholders by offering such key employees, who discharge their accountabilities in a manner
which makes a measurable contribution to the Corporation's earnings, incentive award opportunities.
This Annual Management Incentive Program is in effect from January 1, 1995 through December 31, 1995.
Individuals eligible for participation in this Program are those officers and other key employees occupying
management positions having 775 or more points as determined by the Corporation's position evaluation system.
Employees who participate in any other annual incentive program of the Corporation or any of its subsidiaries are
not eligible to participate in this Program.
For the 1995 Annual Management Incentive Program, goal income targets for USG Corporation, Subsidiaries
and Profit Centers will be determined by the Compensation and Organization Committee after considering
recommendations submitted from USG Corporation, Operating Subsidiaries and Profit Centers respectively.
Additionally, Working Capital Management Targets will be established. Profit Center goals will be established
which are consistent with Corporate and Operating Subsidiary goals. Except in the case of a Named Executive
Officer (as defined in the Administrative Guidelines below), Profit Center goals may be adjusted by the Chairman
& CEO of USG Corporation if business conditions or other significant unforeseen circumstances beyond the
control of the Profit Center have a major impact on opportunity.
For the 1995 Annual Management Incentive Program, position par values are based on level of accountability
and are expressed as a percent of approved position reference poin