July 1, 2004
KEY EMPLOYEE RETENTION PLAN
(July 1, 2004 - December 31, 2005)
General Program Description
The USG Corporation Key Employee Retention Program (KERP) provides eligible participants with a cash
payment equal to a specified percentage of their annual Base Salary payable in semi-annual installments in return
for continued employment with USG Corporation or one of its participating subsidiaries. To be eligible for
payment of an award for any semi-annual period, the participant must continue to be an employee in good
standing (as defined below) on the last day of the semi-annual period. The current Plan is effective July 1, 2004
through December 31, 2005 or though and including the effective date of a Plan of Reorganization of USG
Corporation and its subsidiaries, whichever comes first. USG Corporation retains the right to propose a
subsequent retention plan to begin following the conclusion of the current KERP.
To be eligible for the Key Employee Retention Program, you must be employed by USG Corporation or a
participating subsidiary, and be eligible to participate in the USG Corporation Long Term Equity Program.
Awards under the Key Employee Retention Program are computed as a percentage of annual Base Salary in
effect on the first day of the semi-annual award period. Individual KERP award percentages and projected dollar
awards are provided to each participant in the form of a Statement of Acceptance. Salary increases or position
changes during a semi-annual period will not affect the award during that period. Such changes will be factored
into the award amount effective with the next semi-annual award period.
The participant must be an "employee in good standing" of USG Corporation or one of its participating
subsidiaries throughout and including the last day of any semi-annual period to receive that installment of the
KERP award. The first semi-annual period of this KERP ends on December 31