0000757011-14-000047 Sample Contracts

USG CORPORATION RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • March 3rd, 2014 • Usg Corp • Concrete, gypsum & plaster products • Delaware

WHEREAS, the Board of Directors of the Company (the “Board”) has granted to the Grantee, as set forth in the Award Summary on the Morgan Stanley Wealth Management website on the “Date of Grant”, Restricted Stock Units (as defined in the Plan) (the “RSUs”) pursuant to the Company’s Long-Term Incentive Plan, as amended (the “Plan”), subject to the terms and conditions of the Plan and the terms and conditions hereinafter set forth;

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THIRD AMENDING AGREEMENT made as of the 19th day of December, 2013
Third Amending Agreement • March 3rd, 2014 • Usg Corp • Concrete, gypsum & plaster products • Ontario

WHEREAS the Borrower and the Lender have entered into a credit agreement dated as of June 30, 2009, pursuant to which a credit facility was established in favour of the Borrower (the “Original Credit Agreement”);

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