FORM OF RIGHTS AGENT AGREEMENTRights Agent Agreement • June 27th, 2006 • Usg Corp • Concrete, gypsum & plaster products • New York
Pursuant to a rights offering (the “Rights Offering”), USG Corporation, a Delaware corporation (the “Company”) is issuing to the holders of record of its outstanding shares of common stock par value $0.10 per share (the “Common Stock”), at the close of business on June 30, 2006 (the “Record Date”), rights to subscribe for and purchase (each a “Right”) shares of Common Stock (the “Additional Common Stock”) at an exercise price of $40.00 per share of Additional Common Stock (the “Subscription Price”), payable by wire transfer, cashier’s or certified check, upon the terms and conditions set forth herein. The term “Subscribed” shall mean submitted for purchase from the Company by a stockholder in accordance with the terms of the Rights Offering, and the term “Subscription” shall mean any such submission. The Rights Offering will expire at 5:00 p.m., New York City Time, on July 27, 2006 (the “Expiration Time”), unless the Company shall have extended the period of time for which the Rights O
