0000950137-07-004638 Sample Contracts

USG CORPORATION RESTRICTED STOCK UNITS AGREEMENT DATE OF GRANT: MARCH 23, 2007
Restricted Stock Units Agreement • March 28th, 2007 • Usg Corp • Concrete, gypsum & plaster products • Illinois

WHEREAS, the Board of Directors of the Company (the “Board”) has granted to the Grantee, effective as of March 23, 2007 (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; and

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USG CORPORATION PERFORMANCE SHARES AGREEMENT DATE OF GRANT: MARCH 23, 2007
Performance Shares Agreement • March 28th, 2007 • Usg Corp • Concrete, gypsum & plaster products • Illinois

WHEREAS, the Board of Directors of the Company (the “Board”) has granted to the Grantee, effective as of March 23, 2007 (the “Date of Grant”), the number of Performance Shares (as defined in the Plan) set forth below 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; and

USG CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT DATE OF GRANT: March 23, 2007
Nonqualified Stock Option Agreement • March 28th, 2007 • Usg Corp • Concrete, gypsum & plaster products • Illinois

WHEREAS, the Board of Directors of the Company (the “Board”) has granted to the Optionee, effective as of March 23, 2007 (the “Date of Grant”), an Option Right (the “Option”) pursuant to the Company’s Long-Term Incentive Plan, as amended (the “Plan”) to purchase _______ Common Shares of the Company at a price of $49.61 per share, which represents the Market Value per Share on the Date of Grant (the “Option Price”), subject to the terms and conditions of the Plan and the terms and conditions hereinafter set forth;

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