exv4w1






EXHIBIT 4.1




CERTIFICATE OF CORRECTION OF THE



RESTATED CERTIFICATE OF INCORPORATION OF



USG CORPORATION



     USG Corporation (the “Corporation”), a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:



     1. The name of the Corporation is USG Corporation.



     2. That a Restated Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware (the “Secretary of State”) on June 19, 2006 (the
“Restated Certificate of Incorporation”) and said Restated Certificate of Incorporation requires
correction as permitted by subsection (f) of Section 103 of the General Corporation Law of the
State of Delaware.



     3. The inaccuracy or defect of said Restated Certificate of Incorporation to be corrected is
that it inadvertently omitted the Certificate of Designations of Junior Participating Stock, Series
D, which was filed with the Secretary of State on March 30, 1998 and amended on January 31, 2006.



     4. The Restated Certificate of Incorporation is corrected by inserting the following as a new
Section 2.1 immediately preceding Section 3 in Article FOURTH of the Restated Certificate of
Incorporation:




“Section 2.1 Junior Participating Preferred Stock, Series D




     Pursuant to the authority granted to and vested in the board of directors in accordance
with the provisions of the Certificate of Incorporation, the board of directors created a
series of preferred stock designated as Junior Participating Preferred Stock, Series D (the
“Series D Preferred Stock”) by filing a Certificate of Designations with the Secretary of
State of the State of Delaware (the “Secretary of State”) on March 30, 1998. Further, the
board of directors amended such Certificate of Designations by filing an Amendment No. 1 to
the Certificate of Designations with the Secretary of State on January 31, 2006. The voting
powers, preferences and relative, participating, optional and other special rights, and the
qualifications, limitations or restrictions of the Series D Preferred Stock are set forth in
Appendix A hereto and are incorporated herein by reference.”



     5. The Restated Certificate of Incorporation is further corrected by attaching Appendix A
hereto as Appendix A to the Restated Certificate of Incorporation.



 









 





     6. All other provisions of the Restated Certificate of Incorporation remain unchanged.



     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be executed
as of the 20th day of June, 2011.



	 	 	 	 	 
	 	USG CORPORATION

 	 
	 	By:  	/s/  Richard H. Fleming
 	 
	 	 	Name:  	Richard H. Fleming 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 



 









 






	 	 	 	 	 



Appendix A




CERTIFICATE OF DESIGNATIONS



of



JUNIOR PARTICIPATING PREFERRED STOCK, SERIES D



of



USG CORPORATION




     Section 1. Designation and Amount.




The shares of such series shall be designated as “Junior Participating Preferred Stock,
Series D” (the “Series D Preferred Stock”) and the number of shares constituting the Series
D Preferred Stock shall be four million (4,000,000). Such number of shares may be increased
or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series
D Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series D Preferred Stock.



     Section 2. Dividends and Distributions.




	 	(A)	 	Subject to the rights of the holders of any shares of any series of Preferred
Stock (or any similar stock) ranking prior and superior to the Series D Preferred Stock
with respect to dividends, the holders of shares of Series D Preferred Stock, in
preference to the holders of Common Stock, par value $0.10 per share (the “Common
Stock”), of the Corporation, and of any other junior stock, shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the first day of
March, June, September and December in each year (each such date being referred to
herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly
Dividend Payment Date after the first issuance of a share or fraction of a share of
Series D Preferred Stock, in an amount per share (rounded to the nearest cent) equal to
the greater of (a) $25 or (b) subject to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash dividends, and 100 times
the aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock or a subdivision
of the outstanding shares of Common




 









 






	 	 	 	Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any share or fraction
of a share of Series D Preferred Stock. In the event the Corporation shall at any
time declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of shares of
Common Stock on or after April 15, 1998, then in each such case the amount to which
holders of shares of Series D Preferred Stock were entitled immediately prior to
such event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding immediately
prior to such event.
	 
	 	(B)	 	The Corporation shall declare a dividend or distribution on the Series D
Preferred Stock as provided in paragraph (A) of this Section immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend payable
in shares of Common Stock); provided that, in the event no dividend or distribution
shall have been declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $25 per share on the Series D Preferred Stock shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.
	 
	 	(C)	 	Dividends shall begin to accrue and be cumulative on outstanding shares of
Series D Preferred Stock from the Quarterly Dividend Payment Date next preceding the
date of issue of such shares, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or unless the
date of issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series D Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series D Preferred Stock in an amount less than the
total amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination of
holders of shares of Series D Preferred Stock entitled to receive payment of a dividend
or distribution declared thereon, which record date shall be not more than 60 days
prior to the date fixed for the payment thereof.





     Section 3. Voting Rights. The holders of shares of Series D Preferred Stock shall have
the following voting rights:




 











 






	 	(A)	 	Subject to the provision for adjustment hereinafter set forth, each
share of Series D Preferred Stock shall entitle the holder thereof to 100 votes on all
matters submitted to a vote of the stockholders of the Corporation. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock payable
in shares of Common Stock, or effect a subdivision or combination or consolidation of
the outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock on or after April 15, 1998, then in each such case the number
of votes per share to which holders of shares of Series D Preferred Stock were
entitled immediately prior to such event shall be adjusted by multiplying such number
by a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
	 
	 	(B)	 	Except as otherwise provided herein, in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock, or by law, the holders of
shares of Series D Preferred Stock and the holders of shares of Common Stock and any
other capital stock of the Corporation having general voting rights shall vote together
as one class on all matters submitted to a vote of stockholders of the Corporation.
	 
	 	(C)	 	Except as set forth herein, or as otherwise provided by law, holders of Series
D Preferred Stock shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with holders of Common Stock
as set forth herein) for taking any corporate action.





     Section 4. Certain Restrictions.




	 	(A)	 	Whenever quarterly dividends or other dividends or distributions payable on the
Series D Preferred Stock as provided in Section 2 are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not declared, on shares
of Series D Preferred Stock outstanding shall have been paid in full, the Corporation
shall not:






	 	(i)	 	declare or pay dividends, or make any other distributions, on
any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series D Preferred Stock;
	 
	 	(ii)	 	declare or pay dividends, or make any other distributions, on
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series D Preferred Stock,
except dividends paid ratably on the Series D Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled;





 









 





	 	(iii)	 	redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series D Preferred Stock, provided that the
Corporation may at any time redeem, purchase or otherwise acquire shares of any
such junior stock in exchange for shares of any stock of the Corporation
ranking junior (either as to dividends or upon dissolution, liquidation or
winding up) to the Series D Preferred Stock; or
	 
	 	(iv)	 	redeem or purchase or otherwise acquire for consideration any
shares of Series D Preferred Stock, or any shares of stock ranking on a parity
with the Series D Preferred Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the Board of Directors) to
all holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective Series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series
or classes.






	 	(B)	 	The Corporation shall not permit any subsidiary of the Corporation to purchase
or otherwise acquire for consideration any shares of stock of the Corporation unless
the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.





     Section 5. Reacquired Shares. Any shares of Series D Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled
promptly after the acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of Designations creating a series of
Preferred Stock or any similar stock or as otherwise required by law.



     Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution
or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the
Series D Preferred Stock unless, prior thereto, the holders of shares of Series D Preferred Stock
shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment, provided that the
holders of shares of Series D Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series D Preferred Stock, except distributions made ratably on
the Series D Preferred Stock and all such parity stock in proportion to the total amounts to which
the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In
the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable
in shares of Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by payment of a



 









 




dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock
on or after April 15, 1998, then in each such case the aggregate amount to which holders of shares
of Series D Preferred Stock were entitled immediately prior to such event under the proviso in
clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.




     Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other property, then in
any such case each share of Series D Preferred Stock shall at the same time be similarly exchanged
or changed into an amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of Common Stock is
changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend
on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of
Common Stock, then in each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series D Preferred Stock shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.



     Section 8. No Redemption. The shares of Series D Preferred Stock shall not be
redeemable.



     Section 9. Rank. The Series D Preferred Stock shall rank, with respect to the
payment of dividends and the distribution of assets, junior to all series of any other class of the
Corporation’s Preferred Stock.



     Section 10. Amendment. The Restated Certificate of Incorporation, as amended, of the
Corporation shall not be amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series D Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of at least two-thirds of the outstanding shares of
Series D Preferred Stock, voting together as a single class.