Amendment No. 2 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 sets the annual compensation for each non-employee director at $80,000, payable in cash or, if the director chooses, in company shares of equivalent value. The grant is typically made on July 1 each year, starting in 2007. Directors must notify the company in writing if they wish to receive shares instead of cash. The amendment is effective as of March 23, 2007.

EX-10.8 4 c14588exv10w8.txt AMENDMENT TO THE USG CORPORATION STOCK COMPENSATION PROGRAM EXHIBIT 10.8 Amendment No. 2 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, as amended) 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 $80,000 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, 2007. 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 on the last trading date preceding the Grant Date. March 23, 2007