Amendment No. 4 to USG Corporation Non-Employee Director Compensation Program

Summary

This amendment updates the compensation program for non-employee directors of USG Corporation. Effective January 1, 2015, it sets annual cash retainers for committee chairs and the Lead Director, with payments made quarterly. The chair of the Audit Committee will receive $20,000 per year, the chair of the Compensation and Organization Committee $15,000, other committee chairs $10,000 each, and the Lead Director $20,000, all paid in equal installments at the end of each quarter.

EX-10.16 3 usg_ex1016x12311410k.htm AMENDMENT NO. 4 TO USG CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM USG_EX10.16_12.31.14 10K

EXHIBIT 10.16

249197

Amendment No. 4 to

USG Corporation

Non-Employee Director

Compensation Program

(As Amended and Restated February 13, 2008

and amended November 12, 2010, November 10, 2011 and November 14, 2013) .

Section 2 of the USG Corporation Non-Employee Director Program (As Amended and Restated February 13, 2008 and amended November 12, 2010, November 10, 2011 and November 14, 2013) is amended effective January 1, 2015 to read in its entirety as follows:

An additional cash retainer of $20,000 per year for the chair of the Audit Committee of the Board, $15,000 per year for the chair of the Compensation and Organization Committee of the Board, and $10,000 per year for the chairs of the other Board committees, each payable in equal quarterly installments on the last business day of each calendar quarter, and an additional cash retainer of $20,000 per year for the Board’s Lead Director, payable in equal quarterly installments on the last business day of each calendar quarter commencing with the first quarter of 2015.

November 13, 2014