<PAGE>

                                  EXHIBIT 10.3

NEITHER THIS NOTE (AS DEFINED BELOW) NOR ANY INTEREST HEREIN MAY BE SOLD,
DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT THE
PRIOR WRITTEN CONSENT OF THE MAKER REPRESENTATIVE (AS HEREINAFTER DEFINED),
WHICH CONSENT MAY BE WITHHELD IN THE SOLE DISCRETION OF THE MAKER
REPRESENTATIVE.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
OR APPLICABLE STATE SECURITIES LAWS. WITHOUT IN ANY WAY LIMITING THE TERMS OF
THE FOREGOING PARAGRAPH, NO INTEREST IN THIS NOTE MAY BE SOLD, DISTRIBUTED,
ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THE MAKER
REPRESENTATIVE RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THIS NOTE
SATISFACTORY TO THE MAKER REPRESENTATIVE STATING THAT SUCH TRANSACTION IS EXEMPT
FROM REGISTRATION OR (B) THE MAKER REPRESENTATIVE OTHERWISE SATISFIES ITSELF
THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

                         NON-NEGOTIABLE PROMISSORY NOTE

$10,000,000.00                                                     June 20, 2006
                                                               Chicago, Illinois

     FOR VALUE RECEIVED, each of undersigned (collectively, the "Makers" and
each individually a "Maker") hereby jointly and severally promises and agrees to
pay to the United States Gypsum Asbestos Personal Injury Settlement Trust (the
"Holder") the principal amount of TEN MILLION AND NO/100 DOLLARS
($10,000,000.00) on or before December 31, 2006 (the "Maturity Date"), together
with interest on the unpaid principal sum from (and including) the date hereof
until (but excluding) the date upon which the principal hereof is paid in full,
at a fixed per annum rate equal to the 90 day LIBO Rate for U.S. Dollars as of
the Effective Date (as set forth on the Bloomberg Financial Markets system),
plus .40%, in each case, as hereinafter provided. Interest hereunder shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
References in this Non-Negotiable Promissory Note (this "Note") to the "Plan"
mean that certain Joint Plan of Reorganization of USG Corporation and the other
Makers filed with the United States Bankruptcy Court for the District of
Delaware on April 5, 2006 (as amended from time to time), together with the
exhibits and schedules thereto. This Note is the "Note" referred to in such
Plan.

1.   Payment Obligations.

     (a)  Principal and Interest. The principal amount of this Note shall be
          payable in full by no later than the Maturity Date. Interest on the
          unpaid principal amount of this Note shall begin to accrue on the date
          hereof and all accrued and unpaid interest shall be due and payable on
          the Maturity Date. Payments of principal and interest

<PAGE>

          shall be made in lawful money of the United States of America by (i)
          check or (ii) wire transfer of immediately available funds to such
          bank account of the Holder as the Holder may designate from time to
          time by at least thirty (30) days' prior written notice to the Maker
          Representative. Any payment (excluding any prepayment) on or in
          respect of this Note shall be applied first to accrued but unpaid
          interest and then to the principal balance hereof. The unpaid
          principal may, at the option of the Makers, be prepaid, in whole or in
          part, at any time without premium or penalty, through the payment of
          an amount equal to 100% of the principal amount being prepaid,
          together with all accrued and unpaid interest on this Note to (but
          excluding) the date of the prepayment. At such time as this Note is
          paid or prepaid in full, it shall be surrendered to the Maker
          Representative (or any of the other Makers) and cancelled and shall
          not be reissued. Anything in this Note to the contrary
          notwithstanding, any payment that is due on a date other than a
          Business Day (as hereinafter defined) shall be made on the next
          succeeding Business Day (and such extension of time shall not be
          included in the computation of interest). As used in this Note, the
          term "Business Day" means any day other than a Saturday, a Sunday or a
          day on which commercial banks in Chicago, Illinois are required or
          authorized by law to be closed.

     (b)  USG Corporation (the "Parent") is entering into a Pledge Agreement
          regarding Non-Contingent Note on the date hereof (the "Pledge
          Agreement") pursuant to which it has agreed under certain
          circumstances to secure the payment obligations of the Makers under
          this Note (the "Payment Obligations"). The Pledge Agreement provides
          that, upon the demand therefor by the Holder to the Parent following
          the occurrence and during the continuance of an Event of Default (as
          hereinafter defined) pursuant to Section 2(a)(i), the Parent shall
          grant to the Holder a security interest in that number of shares of
          previously authorized but unissued common stock (other than treasury
          stock) of the Parent that would entitle the Holder to 51% of the
          aggregate voting power of all such outstanding common stock on a
          fully-diluted basis after giving effect to such pledge (the
          "Collateral").

2.   Events of Default and Remedies.

     (a)  Events of Default. So long as this Note has not been paid in full,
          each of the following events will constitute an "Event of Default":

          (i)  any default in the payment of the principal or accrued interest
               payable under this Note, as and when the same shall become due
               and payable;

          (ii) commencement of an involuntary case or other proceeding against
               any Maker seeking (A) liquidation, reorganization or other relief
               with respect to it or its debts under any applicable bankruptcy,
               insolvency or other similar law now or hereafter in effect, (B)
               the appointment of a receiver, liquidator, custodian or trustee
               of any Maker or for all or substantially all the property and
               other assets of any Maker or (C) the winding up or liquidation of
               the affairs of any Maker, if, in the case of any of (A), (B) or


                                       2

<PAGE>

               (C) above, such case or proceeding shall remain unstayed and
               undismissed for a period of sixty (60) days; or

          (iii) (A) commencement of a voluntary case by any Maker under any
               applicable bankruptcy, insolvency or other similar law now or
               hereafter in effect, (B) consent by any Maker to the entry of an
               order for relief in an involuntary case against such Maker under
               any such law, (C) consent by any Maker to the appointment or
               taking possession by a receiver, liquidator, custodian or trustee
               of such Maker or for all or substantially all its assets or (D) a
               general assignment by any Maker for the benefit of its creditors.

     (b)  Remedies. If an Event of Default specified in Section 2(a)(i) shall
          occur, then the Holder may, by written notice to the Maker
          Representative (a "Default Notice"), so long as the Event of Default
          is continuing, declare all unpaid principal and accrued and unpaid
          interest under this Note immediately due and payable without further
          presentment, demand, protest or further notice, all of which are
          hereby expressly waived by the Makers. If any Event of Default
          specified in Section 2(a)(ii) or (iii) shall occur, then, without any
          notice to the Makers or any other act by the Holder, the entire
          principal amount of this Note (together with all accrued interest
          thereon) shall become immediately due and payable without presentment,
          demand, protest or other notice of any kind, all of which are hereby
          expressly waived by the Makers.

3.   Waivers; Amendments. Except as set forth in Sections 2(a)(i) and 2(b), to
     the extent permitted by applicable law, each Maker hereby expressly waives
     demand for payment, presentment, notice of dishonor, notice of intent to
     demand, notice of acceleration, notice of intent to accelerate, protest,
     notice of protest and diligence in collecting and the bringing of suit
     against any such Maker with respect to this Note. Each Maker agrees that
     the Holder may extend the time for repayment or accept partial payment an
     unlimited number of times without discharging or releasing any of the
     Makers from their respective obligations (including the Payment
     Obligations) under this Note. No delay or omission on the part of the
     Holder in exercising any power or right in connection herewith shall
     operate as a waiver of such right or any other right under this Note, nor
     shall any single or partial exercise of any such right or power, or any
     abandonment or discontinuance of steps to enforce such a right or power,
     preclude any other or further exercise thereof or the exercise of any other
     right or power. No amendment, modification or waiver of any provision of
     this Note, nor any consent to any departure therefrom, shall in any event
     be effective unless the same shall be in writing and signed by the person
     (or such person's attorney-in-fact) against whom enforcement thereof is to
     be sought, and then such waiver or consent shall be effective only in the
     specific instance and for the specific purpose for which given.

4.   No Recourse Against Individuals. No director, officer, employee, manager,
     shareholder, member, partner or representative of any of the Makers (in
     each case, in such person's capacity as such) shall have any personal
     liability in respect of any obligations (including the Payment Obligations)
     of the Makers under this Note, or for any claim based on, with


                                       3

<PAGE>

     respect to, or by reason of such obligations or their creation, by reason
     of his/her or its status as such. By accepting this Note, the Holder hereby
     waives and releases all such liability. Such waiver and release is part of
     the consideration for the issue of the Note by the Makers.

5.   Joint and Several Liability; Limitations.

(a)  Subject to the terms and conditions of this Note, all Payment Obligations
     of the Makers hereunder shall be joint and several.

(b)  Notwithstanding any provisions of this Note to the contrary, it is intended
     that the joint and several nature of the Payment Obligations of the Makers
     hereunder not constitute a "Fraudulent Conveyance" (as hereinafter
     defined). Consequently, the Holder hereby agrees that if the Payment
     Obligations of a Maker would, but for the application of this sentence,
     constitute a Fraudulent Conveyance, the Payment Obligations of such Maker
     shall be valid and enforceable only to the maximum extent that would not
     cause such Payment Obligations to constitute a Fraudulent Conveyance, and
     the Payment Obligations of such Maker and this Note shall automatically be
     deemed to have been amended accordingly. For purposes hereof, "Fraudulent
     Conveyance" means a fraudulent conveyance or fraudulent transfer under the
     applicable provisions of any fraudulent conveyance or fraudulent transfer
     law or similar law of any state, nation or other governmental unit, as in
     effect from time to time, including, without limitation, the United States
     Bankruptcy Code, 11 U.S.C. Section 101, et seq. (the "Bankruptcy Code").

(c)  The Makers shall not exercise any rights which they may acquire by way of
     subrogation to the rights of the Holder or any rights of contribution or
     indemnity from any other Maker, in each case, hereunder until all the
     Payment Obligations of the Makers shall have been paid in full.

6.   Certain Representations. Each Maker each hereby represents, solely as to
     itself, that: (a) such Maker is duly incorporated, validly existing and in
     good standing under the laws of its organization and has full corporate
     power and authority to execute and deliver this Note; (b) such Maker's
     execution and delivery of this Note has been duly authorized by all
     necessary corporate action on its part; and (c) this Note constitutes a
     legal, valid and binding obligation of such Maker, enforceable against such
     Maker in accordance with the terms hereof, except as such enforceability
     may be limited by: (i) bankruptcy, insolvency, reorganization, fraudulent
     transfer or conveyance and other laws of general applicability relating to
     or affecting creditors' rights and (ii) general principles of equity
     (regardless of whether such enforceability is considered in a proceeding in
     equity or at law).

7.   Prohibition on Assignment. Neither this Note nor any interest herein may be
     sold, distributed, assigned, offered, pledged or otherwise transferred
     without the prior written consent of the Maker Representative, which
     consent may be withheld in the sole discretion of the Maker Representative.
     The Holder understands that none of this Note, the Pledge Agreement or the
     Collateral have been registered, and in no event shall the Makers be
     required to register any of the foregoing, under the Securities Act of
     1933, as amended (the "Securities Act") or any state securities laws. As
     such, without limiting the


                                       4

<PAGE>

     provisions of the first sentence of this Section 7 in any way, any sale,
     distribution, assignment, offering, pledge or other transfer of this Note
     may only be effected in a transaction that is exempt from registration
     under the Securities Act and applicable state securities laws, as evidenced
     by a legal opinion from legal counsel to the Holder, which, in each of the
     case of such legal opinion and legal counsel, are reasonably acceptable to
     the Maker Representative.

8.   Entire Agreement. This Note, the Pledge Agreement and the Plan constitute
     the entire agreement and understanding among the Holder and the Makers with
     respect to the subject matter of this Note and supersede all prior
     agreements and understandings, oral or written, among or binding upon such
     parties with respect to the subject matter of this Note.

9.   Appointment of Maker Representative; Notices.

(a)  Each Maker hereby designates the Parent as its representative, agent and
     attorney-in-fact to act as specified herein for and on behalf of such Maker
     (in such capacity, the "Maker Representative"). Each Maker hereby
     authorizes the Maker Representative to take such actions on its behalf
     under the terms of this Note and the Pledge Agreement and to exercise such
     powers and perform such duties hereunder and thereunder as are specified in
     such agreements or are reasonably incidental thereto, including the giving
     and receiving of all notices, consents, acquittances and agreements and
     taking all other actions (including in respect of compliance with
     covenants), in each case, on behalf of the Makers under this Note and the
     Pledge Agreement. The Maker Representative hereby accepts such appointment.
     The Holder shall be entitled to rely on all notices, requests, consents,
     certifications and/or authorizations or other similar acts delivered or
     taken by the Maker Representative for or on behalf of any Maker pursuant
     hereto or the Pledge Agreement without inquiry, as if such notices,
     requests, consents, certifications and/or authorizations or other similar
     acts were delivered or taken directly by any such Maker. Each agreement,
     undertaking, notice or consent made or given on behalf of a Maker by the
     Maker Representative shall be deemed for all purposes to have been made or
     given by such Maker and shall be binding upon and enforceable against such
     Maker to the same extent as it if the same had been made directly by such
     Maker.

(b)  All notices and communications provided for hereunder shall be in writing
     and sent (a) by facsimile if the sender on the same day sends a confirming
     copy of such notice by a recognized overnight-delivery service (charges
     prepaid), (b) by registered or certified mail with return receipt requested
     (postage prepaid) or (c) by a recognized overnight-delivery service (with
     charges prepaid). Any such notice shall be sent:

          (i)  if to the Holder, at such address as the Holder shall have
               specified to the Makers in writing; or

          (ii) if to any Maker, to the Maker Representative, c/o USG
               Corporation, 125 South Franklin Street, Chicago, Illinois 60606,
               Attention: Corporate Secretary, or to such other address as the
               Maker Representative may hereafter specify for itself to the
               Holder in writing; with a copy to Jones


                                       5

<PAGE>

               Day, 77 West Wacker Drive, Chicago, Illinois 60601, Attention:
               Brad B. Erens, or to such other address as Jones Day shall have
               specified to the Holder in writing.

10.  Captions; Interpretation. The captions and section headings appearing
     herein are included solely for convenience of reference and are not
     intended to affect the interpretation of any provision of this Note. Except
     where the context otherwise requires, the defined terms used in this Note
     shall apply equally to the singular and plural forms of the terms defined.
     Whenever the context may require, any pronoun shall include the
     corresponding masculine, feminine and neuter forms. The words "include,"
     "includes" and "including" shall be deemed to be followed by the phrase
     "without limitation." The word "will" shall be construed to have the same
     meaning and effect as the word "shall" and both "will" and "shall" are used
     in the mandatory and imperative sense. The word "may" means is authorized
     or permitted to, while "may not" means is not authorized or permitted to.
     Unless the context otherwise requires: (i) any definition of or reference
     to any agreement or other document herein shall be construed as referring
     to such agreement or other document as from time to time amended, restated,
     supplemented or otherwise modified (subject to any restrictions on such
     amendments, restatements, supplements or modifications set forth herein or
     therein); (ii) any reference herein to the subsidiaries of any entity shall
     be construed to include such entity's direct and indirect subsidiaries;
     (iii) the words "herein," "hereof," and "hereunder," and words of similar
     import, shall be construed to refer to this Agreement in its entirety and
     not to any particular provision hereof; and (iv) all references herein to
     sections shall be construed to refer to sections of this Note.

11.  Severability. If any provision contained in this Note shall for any reason
     be held to be invalid, illegal or unenforceable in any respect, that
     provision will, to the extent possible, be modified in such manner as to be
     valid, legal and enforceable but so as to most nearly retain the intent of
     the parties hereto as expressed herein, and if such a modification is not
     possible, that provision will be severed from this Note, and in either case
     the validity, legality and enforceability of the remaining provisions of
     this Note will not in any way be affected or impaired thereby.

12.  Governing Law. The construction, validity and enforceability of this Note
     shall be governed by the substantive laws of the State of Delaware, without
     giving effect to any principles of conflicts of laws thereof that would
     result in the application of the laws of any other jurisdiction.

                                      * * *


                                       6

<PAGE>

                                        MAKERS:

                                        USG CORPORATION
                                        UNITED STATES GYPSUM COMPANY
                                        USG INTERIORS, INC.
                                        USG INTERIORS INTERNATIONAL, INC.
                                        L&W SUPPLY CORPORATION
                                        BEADEX MANUFACTURING, LLC
                                        B-R PIPELINE COMPANY
                                        LA MIRADA PRODUCTS CO., INC.
                                        USG INDUSTRIES, INC.
                                        USG PIPELINE COMPANY
                                        STOCKING SPECIALISTS, INC.


                                        By: /s/ Richard H. Fleming
                                            ------------------------------------
                                        Name: Richard H. Fleming
                                        Title: In the capacity listed on
                                               Schedule I hereto with respect
                                               to each entity listed above

                       [Signature Page to Promissory Note]

<PAGE>

                                   Schedule I

                        Capacities of Richard H. Fleming

<TABLE>
<CAPTION>
              MAKER                              CAPACITY
              -----                              --------
<S>                                 <C>
USG CORPORATION                     EXECUTIVE VICE PRESIDENT AND
                                    CHIEF FINANCIAL OFFICER
UNITED STATES GYPSUM COMPANY        VICE PRESIDENT AND ASST. TREASURER
USG INTERIORS, INC.                 VICE PRESIDENT AND ASST. TREASURER
USG INTERIORS INTERNATIONAL, INC.   VICE PRESIDENT
L&W SUPPLY CORPORATION              VICE PRESIDENT AND ASST. TREASURER
BEADEX MANUFACTURING, LLC           VICE PRESIDENT
B-R PIPELINE COMPANY                VICE PRESIDENT
LA MIRADA PRODUCTS CO., INC.        VICE PRESIDENT
USG INDUSTRIES, INC.                VICE PRESIDENT
USG PIPELINE COMPANY                VICE PRESIDENT
STOCKING SPECIALISTS, INC.          VICE PRESIDENT
</TABLE>


                                       8