Amendment No. 2 to USG Corporation Non-Employee Director Compensation Program
This amendment updates the compensation program for non-employee directors of USG Corporation. It specifies that chairs of Board committees will receive an additional annual cash retainer of $10,000, and the Board's Lead Director will receive an additional annual cash retainer of $15,000. Both amounts are to be paid in equal quarterly installments, starting with the first quarter of 2012. The amendment is effective as of November 10, 2011.
EXHIBIT 10.11
Amendment No. 2 to
USG Corporation
Non-Employee Director
Compensation Program
(As Amended and Restated February 13, 2008
and amended November 12, 2010)
Section 2 of the USG Corporation Non-Employee Director Program (As Amended and Restated February 13, 2008 and amended November 12, 2010) is amended to read in its entirety as follows:
| 1. | 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, and an additional cash retainer of $15,000 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 2012. |
November 10, 2011
