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                                  EXHIBIT 10.17



                                    YEAR 2002



                                     ANNUAL
                              MANAGEMENT INCENTIVE
                                     PROGRAM



                                 USG CORPORATION






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                                     PURPOSE


     To enhance USG Corporation's ability to attract, motivate, reward and
     retain key employees of the Corporation and its operating subsidiaries and
     to align management's interests with those of the Corporation's
     stockholders by providing incentive award opportunities to managers who
     make a measurable contribution to the Corporation's business objectives.



                                  INTRODUCTION


     This Annual Management Incentive Program (the "Program") is in effect from
     January 1, 2002 through December 31, 2002.



                                   ELIGIBILITY


     Individuals eligible for participation in this Program are those officers
     and other key employees occupying management positions in Broadband 11 or
     higher. Employees who participate in any other annual incentive program of
     the Corporation or any of its subsidiaries are not eligible to participate
     in this Program but could be considered for special awards.



                                      GOALS

     For the 2002 Annual Management Incentive Program, Consolidated EBITDAR
     (Consolidated Net Earnings Before Interest, Taxes, Depreciation,
     Amortization, Reorganization Expenses and other income and expense items),
     business unit operating profit, and consolidated, subsidiary and profit
     center Strategic Focus Targets will be determined by the Compensation and
     Organization Committee of the USG Board of Directors (the "Committee")
     after considering recommendations submitted from USG Corporation and
     Operating Subsidiaries.




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                                  AWARD VALUES


     For the Annual Management Incentive Program, position target incentive
     values are based on level of accountability and are expressed as a percent
     of approved annualized salary. Resulting award opportunities represent a
     fully competitive incentive opportunity for 100% (target) achievement of
     goals:


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
             POSITION TITLE OR                                                                 POSITION TARGET
          SALARY REFERENCE POINT                                                                  INCENTIVE
          ----------------------                                                                  ---------
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>
-    Chairman & CEO, USG Corporation                                                                       70%

------------------------------------------------------------------------------------------------------------------------------------
-    Senior Vice President, USG Corporation and President Building Systems                                 50%

-    Senior Vice President Marketing & Corporate Strategy, USG Corporation
         and President International

-    Executive Vice President & Chief Financial Officer, USG Corporation

-    Senior Vice President & General Counsel, USG Corporation

-    Senior Vice President & Controller, USG Corporation

------------------------------------------------------------------------------------------------------------------------------------

-    Vice President Human Resources, USG Corporation                                                       45%

-    Vice President Communications, USG Corporation

------------------------------------------------------------------------------------------------------------------------------------

-    Vice President, USG Corporation and President & COO, L & W Supply Corp.                               40%

-    Vice President Research & Technology, USG Corporation

-    Vice President & Chief Information Officer, USG Corporation

-    Vice President Corporate Customer Relations, USG Corporation

-    Vice President International & Technology, USG Corporation

-    Vice President and Treasurer, USG Corporation

-    Vice President Comp., Benefits & Admin., USG Corporation

-    Corporate Secretary and Associate General Counsel, USG Corporation

------------------------------------------------------------------------------------------------------------------------------------
-    Position Reference Point: $169,140 and over                                                           35%

-    Position Reference Point: $155,340 - $169,139                                                         30%

-    Position Reference Point: $141,660 - $155,339                                                         25%

-    Position Reference Point: $127,200 - $141,659                                                         20%

-    Position Reference Point: $113,280 - $127,199                                                         15%

-    Position Reference Point: $ 99,780 - $113,279                                                         10%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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                                     AWARDS

     Incentive awards for all participants in the 2002 Annual Management
     Incentive Program will be reviewed and approved by the Committee. For all
     participants, the annual incentive award par opportunity is the annualized
     salary in effect at the beginning of the calendar year (March 1, 2002 of
     the calendar year for the sixteen most senior executives) multiplied by the
     applicable position target incentive value percent. The individual maximum
     total incentive award for all segments of this Program is 200% of the par
     incentive opportunity.

     Incentive awards for 2002 will be based on a combination of the following
     elements:

I.   CONSOLIDATED EBITDAR:                                      40% OF INCENTIVE

     Consolidated EBITDAR will be based on the Corporation's year-end financial
     statements. For the top senior executives this portion of the award is
     based on Consolidated EBITDAR and represents 60% of the incentive par
     (except for the Vice President International & Technology, USG Corporation,
     the President and Chief Operating Officer, L&W Supply, the President CGC
     and the President USG Mexico who will be based 30% on Consolidated EBITDAR
     and 30% on business unit Operating Profit).


                                      (OR)
     OPERATING PROFIT:

     Profit Center specific goals (net sales less cost of sales and selling and
     administrative expenses) based on the Corporation's year-end financial
     statements at half of the total weighting on financial goals, with the
     other half on Consolidated EBITDAR. The top senior executives, except for
     those listed above, will not have business unit Operating Profit goals.

     Consolidated EBITDAR and business unit Operating Profit segment award
     amounts will be adjusted by a factor of up to two times the amount that
     actual results differ from goals according to the following schedule:

<TABLE>
<CAPTION>
          Consolidated EBITDAR/               Adjustment Factor for Consolidated
         Business Unit Achievement                      or Business Unit
         -------------------------                      ----------------
<S>                                                             <C>
         Below      75%                                         0%
                    75%                                        50%
                    80%                                        60%
                    90%                                        80%
                   100%                                       100%
                   110%                                       120%
                   120%                                       140%
                   140%                                       180%
                   150%                                       200%
</TABLE>


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     Consolidated EBITDAR or business unit Operating Profit Achievement results
     and adjustment factors between the thresholds listed above are prorated.

     Other appropriate performance measures may be assigned as approved by the
     Committee.


II.  STRATEGIC FOCUS TARGETS:                                   40% OF INCENTIVE

     Strategic Focus Targets will be measurable, verifiable and derived from the
     formal strategic planning process (e.g., Customer Satisfaction, Cost
     Reduction, Overhead Reduction and Working Capital Reduction). The award
     adjustment factor for this segment will range from 1.0 (after achieving
     target performance levels) to 2.0 for maximum attainment. The participant's
     manager will assign specific Strategic Focus Target assignments and
     weightings to each participant. The weighting on an individual Strategic
     Focus Target will not be less than 10%. The weighting of all assigned
     Strategic Focus Targets will equal 40%.

III. PERSONAL PERFORMANCE:                                      20% OF INCENTIVE

     Participants (except as noted below) will have a third segment comprising
     20% of their incentive award based upon their individual Personal
     Performance Rating according to the following schedule:



<TABLE>
<CAPTION>

         Personal                                           Personal Performance
         Performance Rating                                 Adjustment Range
      ----------------------------------------------------------------------------------------

<S>                                                         <C>
         Far Exceeded Expectations                                  1.7 -- 2.0
      ----------------------------------------------------------------------------------------

         Exceeded Expectations                                      1.2 -- 1.6
      ----------------------------------------------------------------------------------------

         Achieved Expectations                                      1.0 -- 1.1
      ----------------------------------------------------------------------------------------

         Partially Achieved Expectations                            0.8 -- 0.9
      ----------------------------------------------------------------------------------------
         Did Not Meet Expectations                          No Award will be paid under any
                                                            segment of this plan if the
                                                            Personal Performance rating is
                                                            "Did Not Meet Expectations"
      ----------------------------------------------------------------------------------------
</TABLE>


-    The top sixteen senior executives, and the Presidents of CGC and USG Mexico
     do not have Personal Performance as an element of their award. Awards for
     these participants are weighted 60% on financial targets (Consolidated
     EBITDAR or a combination of Consolidated EBITDAR and business unit
     Operating Profit) and 40% on Strategic Focus Targets.



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-    To qualify for an award for Personal Performance, an award must be earned
     from Consolidated EBITDAR, the participant's business unit Operating
     Profit, or the participant's Strategic Focus Targets.

-    A Personal Performance Rating of DNM (Did Not Meet Expectations)
     disqualifies the participant from any portion of an award under the
     Program.


<TABLE>
<CAPTION>
                                                   WEIGHTINGS OF PROGRAM ELEMENTS
                                                   ------------------------------

                                                        BASIS FOR FINANCIAL MEASURES                        BASIS FOR
                                                      AND STRATEGIC FOCUS TARGET AWARDS                PERSONAL PERFORMANCE
     PARTICIPANTS                                      (40% TO 60% OF TARGET INCENTIVE)                  INCENTIVE AWARD
     -------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                                              <C>
     USG CORPORATION
     ---------------

     -   Senior Executive Management                     60% Consolidated EBITDAR;                               0%
         (Sixteen Most Senior Executives)                40% Strategic Focus Targets

     -   USG Corporation Staff                           40% Consolidated EBITDAR,                              20%
                                                         40% Strategic Focus Targets
     BUILDING SYSTEMS
     ----------------

     -   Building Systems Staff;                         40% Consolidated EBITDAR,                              20%
                                                         40% Strategic Focus Targets


     -   Industrial Products Participants                20% Consolidated EBITDAR,                              20%
                                                         20% Operating Profit, Industrial Products
                                                         40% Strategic Focus Targets

     -   President, CGC                                  30% Consolidated EBITDAR,                               0%
                                                         30% Operating Profit, CGC
                                                         40% Strategic Focus Targets

     -   CGC Staff                                       20% Consolidated EBITDAR,                              20%
                                                         20% Operating Profit, CGC
                                                         40% Strategic Focus Targets

     -   Pres. & Gen. Mgr, USG Mexico                    30% Consolidated EBITDAR,                               0%
                                                         30% Operating Profit, USG Mexico
                                                         40% Strategic Focus Targets

     USG INTERNATIONAL
     -----------------

     -   Vice President International & Technology       30% Consolidated EBITDAR,                               0%
                                                         30% Operating Profit/loss, USG International
                                                         40% Strategic Focus Targets

     -   International Staff                             20% Consolidated EBITDAR,                              20%
                                                         20% Operating Profit/loss, USG International
                                                         40% Strategic Focus Targets

     L&W SUPPLY CORPORATION
     ----------------------

     -   President and Chief Operating Officer,          30% Consolidated EBITDAR,                               0%
         L&W Supply                                      30% Operating Profit, L&W Supply
                                                         40% Strategic Focus Targets

     -   L&W Supply Corporation Staff                    20% Consolidated EBITDAR,                              20%
                                                         20% Operating Profit, L&W Supply
                                                         40% Strategic Focus Targets
</TABLE>



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     Target incentive award opportunities and calculations of awards for
     participants will be based on the achievement of specific Consolidated
     EBITDAR, business unit Operating Profit and Personal Performance as
     displayed above, or as otherwise may be established subject to approval of
     the Chairman.

                                 SPECIAL AWARDS

     In addition to the incentive opportunity provided by this Program, a
     special award may be recommended for any participant or non-participant,
     other than a Corporation Officer, who has made an extraordinary
     contribution to the Corporation's welfare or earnings.


                               GENERAL PROVISIONS


1.       The Compensation and Organization Committee of the USG Board of
         Directors reserves the right to adjust award amounts either up or down
         based on its assessment of the Corporation's overall performance
         relative to market conditions.

2.       The Committee shall review and approve the awards recommended for
         officers and other employees who are eligible participants in the 2002
         Annual Management Incentive Program. The Committee shall submit to the
         Board of Directors, for their ratification, a report of the awards for
         all eligible participants including corporate officers approved by the
         Committee in accordance with the provisions of the Program.

3.       The Committee shall have full power to make the rules and regulations
         with respect to the determination of achievement of goals and the
         distribution of awards. No awards will be made until the Committee has
         certified financial achievements and applicable awards in writing.

4.       The judgement of the Committee in construing this Program or any
         provisions thereof, or in making any decision hereunder, shall be final
         and conclusive and binding upon all employees of the Corporation and
         its subsidiaries whether or not selected as beneficiaries hereunder,
         and their heirs, executors, personal representatives and assignees.

5.       Nothing herein contained shall limit or affect in any manner or degree
         the normal and usual powers of management, exercised by the officers
         and the Board of Directors or committees thereof, to change the duties
         or the character of employment of any employee of the Corporation or to
         remove the individual from the employment of the Corporation at any
         time, all of which rights and powers are expressly reserved.



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6.       The awards made to employees shall become a liability of the
         Corporation or the appropriate subsidiary as of December 31, 2002 and
         all payments to be made hereunder will be made as soon as practicable
         after said awards have been approved by the Committee.


                            ADMINISTRATIVE GUIDELINES


1.       Award values will be based on annualized salary in effect for each
         qualifying participant at the beginning of the year (March 1, 2002 for
         the sixteen most senior executives). Any change in duties, dimensions
         or responsibilities of a current position resulting in an increase or
         decrease in salary range reference point or market rate will result in
         pro-rata incentive award. Respective reference points, target incentive
         values or goals will be applied based on the actual number of full
         months of service at each position.

2.       As provided by the Program, no award is to be paid any participant who
         is not a regular full-time employee, (or a part time employee as
         approved by the Vice President Human Resource, USG Corporation) in good
         standing at the end of the calendar year to which the award applies.
         However, in the event an eligible participant with three (3) or more
         months of active service in the Program year subsequently retires,
         becomes disabled, dies, is discharged from the employment of the
         Company without cause, or is on an approved unpaid leave, the
         participant (or beneficiary) may be recommended for an award which
         would otherwise be payable based on goal achievement, prorated for the
         actual months of active service during the year.

3.       Employees participating in any other incentive or bonus program of the
         Corporation or a Subsidiary who are transferred during the year to a
         position covered by the Annual Management Incentive Program will be
         eligible to receive a potential award prorated for actual full months
         of service in the two positions with the respective incentive program
         and target incentive values to apply. For example, a Marketing Manager
         promoted to Director, Marketing on August 1, will be eligible to
         receive a pro-rata award for seven months based on the Marketing
         Manager Plan provisions and values, and for five months under the
         Annual Management Incentive Program provisions and target incentive
         values.

4.       In the event of transfer of an employee from an assignment which does
         not qualify for participation in any incentive or bonus plan to a
         position covered by the Annual Management Incentive Program, the
         employee is eligible to participate in the Annual Management Incentive
         Program with any potential award prorated for the actual months of
         service in the position covered by the Program during the year. A
         minimum of three months of service in the eligible position is
         required.



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5.       Participation during the current Program year for individuals employed
         from outside the Corporation is possible with any award to be prorated
         for actual full months of service in the eligible position. A minimum
         of three full months of eligible service is required for award
         consideration.

6.       Exceptions to established administrative guidelines can only be made by
         the Committee




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