Amendment No. 1 to USG Corporation Stock Compensation Program for Non-Employee Directors

Summary

This amendment updates the USG Corporation Stock Compensation Program for Non-Employee Directors. It specifies that each non-employee director will receive an annual grant of $30,000, or a proportionate amount based on months of service, typically paid in cash. Directors may choose to receive this payment in company shares instead, with the value determined by the market price on specified dates. The annual grant date is set as July 1 each year, starting in 2006.

EX-10.1 2 c07043exv10w1.txt AMENDMENT #1 TO STOCK COMPENSATION PROGRAM EXHIBIT 10.1 Amendment No. 1 To USG Corporation Stock Compensation Program For Non-Employee Directors (As Amended and Restated as of January 1, 2005) Section 9.1 of the USG Corporation Stock Compensation Program for Non-Employee Directors (As Amended and Restated as of January 1, 2005) is amended to read in its entirety as follows: 9.1 ANNUAL GRANT IN CASH OR EQUITY. Each non-employee director of the Corporation shall receive an annual grant equal to $30,000 or a proportionate share of such grant based on full months of service as a non-employee director since the prior July 1, normally payable in cash in a lump sum. The regular Grant Date each year shall be July 1, commencing July 1, 2006. Notwithstanding the foregoing, in lieu of such a lump sum cash payment a Participant may elect, in a writing filed with the Corporate Secretary of the Corporation, to receive payment in an equivalent amount in Shares valued at the Fair Market Value of a Share (i) for grants with a Grant Date of July 1, 2006, on the first trading date following the Grant Date, and (ii) for grants with a Grant Date of July 1 in years after 2006, on the last trading date preceding the Grant Date.