Non-Employee Director Compensation Program
Effective July 1, 2007
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 of 2007.
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 December 31, 2008 and on December
31 of any year subsequent to 2007 will be prorated (a) for