This EMPLOYMENT AGREEMENT (this "Agreement") is effective as of January 1, 2007 (the "Effective
Date") between USG Corporation, a Delaware corporation (the "Company"), and ___________________ (the
WHEREAS, the Company desires to employ the Executive and the Executive desires to accept such
employment with the Company;
WHEREAS, as of the Effective Date, the Company shall employ the Executive on the terms and conditions set
forth in this Agreement, and the Executive shall be retained and employed by the Company to perform services
under the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Certain Definitions. Certain words or phrases with initial capital letters not otherwise defined herein shall have
the meanings set forth in Section 9 hereof.
2. Employment. The Company shall employ the Executive, and the Executive accepts employment with the
Company, as of the Effective Date, upon the terms and conditions set forth in this Agreement for the period
beginning on the Effective Date and ending as provided in Section 5 hereof (the "Employment Period").
3. Position and Duties. During the Employment Period, the Executive shall serve as the [TITLE] of the Company
and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to
the power of the Chief Executive Officer to expand or limit such duties, responsibilities and authority, either
generally or in specific instances. The Executive shall perform the Executive's duties and responsibilities to the
best of the Executive's abilities in a diligent, trustworthy, businesslike and efficient manner.
4. Compensation and Benefits.
(a) Salary. The Company agrees to pay the Executive a salary ("Base Salary") dur