SEC Exhibit






                                   EXHIBIT 4.1
	
			
	COMMON STOCK
	 
	COMMON STOCK

	PAR VALUE $.10 PER SHARE
	 
	THIS CERTIFICATE IS TRANSFERABLE 
IN CANTON, MA AND NEW YORK, NY




	
			
	Certificate
	 
	Shares

	Number
	 
	**000000****************

	ZQ00000000
	 
	***000000***************

	 
	 
	****000000**************

	 
	 
	*****000000*************

	 
	 
	******000000************




	
			
	 
	USG CORPORATION
	 

	 
	INCORPORATED UNDER THE LAWS OF THE STATEOF DELAWARE
	 

	THIS CERTIFIES THAT
	MR. SAMPLE & MRS. SAMPLE &
	CUSIP 903293 40 5

	 
	MR. SAMPLE & MRS. SAMPLE
	SEE REVERSE FOR CERTAIN DEFINITIONS

	is the owner of
	***ZERO HUNDRED THOUSAND
ZERO HUNDRED AND ZERO***
	 

	 
	FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
	 






USG Corporation (hereinafter called the "Corporation"), transferable on the books of the Corporation by the owner in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation of the Corporation and all amendments thereto (copies of which are on file with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.


In Witness Whereof, the Corporation has caused this Certificate to be signed by its duly authorized officers, and its corporate seal to be hereunto affixed.
	
			
	 
	 
	DATED DD-MMM-YYYY

	/s/ James S. Metcalf
	 
	COUNTERSIGNED AND REGISTERED:

	Chairman of the Board and Chief Executive Officer
	 
	COMPUTERSHARE TRUST COMPANY, N.A.

	 
	 
	TRANSFER AGENT AND REGISTRAR

	/s/ Michelle M. Warner
	 
	By __________________________________

	Senior Vice President, General Counsel and Corporate Secretary
	 
	AUTHORIZED SIGNATURE












USG CORPORATION
THE RESTATED CERTIFICATE OF INCORPORATION (THE “CERTIFICATE OF INCORPORATION”) OF THE CORPORATION CONTAINS RESTRICTIONS PROHIBITING THE TRANSFER (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) OF STOCK OF THE CORPORATION (INCLUDING THE CREATION OR GRANT OF CERTAIN OPTIONS, RIGHTS AND WARRANTS) WITHOUT THE PRIOR AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE CORPORATION (THE “BOARD OF DIRECTORS”) IF SUCH TRANSFER AFFECTS THE PERCENTAGE OF STOCK OF THE CORPORATION (WITHIN THE MEANING OF SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND THE TREASURY REGULATIONS PROMULGATED THEREUNDER), THAT IS TREATED AS OWNED BY A 4.9-PERCENT STOCKHOLDER (AS DEFINED IN THE CERTIFICATE OF INCORPORATION). IF THE TRANSFER RESTRICTIONS ARE VIOLATED, THEN THE TRANSFER WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEREE OF THE STOCK WILL BE REQUIRED TO TRANSFER EXCESS SECURITIES (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) TO THE CORPORATION'S AGENT. IN THE EVENT OF A TRANSFER WHICH DOES NOT INVOLVE SECURITIES OF THE CORPORATION WITHIN THE MEANING OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (“SECURITIES”) BUT WHICH WOULD VIOLATE THE TRANSFER RESTRICTIONS, THE PURPORTED TRANSFEREE (OR THE RECORD OWNER) OF THE SECURITIES WILL BE REQUIRED TO TRANSFER SUFFICIENT SECURITIES PURSUANT TO THE TERMS PROVIDED FOR IN THE CERTIFICATE OF INCORPORATION TO CAUSE THE 4.9-PERCENT STOCKHOLDER TO NO LONGER BE IN VIOLATION OF THE TRANSFER RESTRICTIONS. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF THE CERTIFICATE OF INCORPORATION, CONTAINING THE ABOVE-REFERENCED TRANSFER RESTRICTIONS, UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS.
THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT, DATED AS OF DECEMBER 21, 2006 (THE “RIGHTS AGREEMENT”), ADOPTED BY USG CORPORATION, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF USG CORPORATION. THE RIGHTS ARE NOT EXERCISABLE PRIOR TO THE OCCURRENCE OF CERTAIN EVENTS SPECIFIED IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE REDEEMED, MAY BE EXCHANGED, MAY EXPIRE, MAY BE AMENDED, OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND NO LONGER BE EVIDENCED BY THIS CERTIFICATE. USG CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS THAT ARE OR WERE BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) MAY BECOME NULL AND VOID.


	
					
	The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

	 
	 
	 
	 

	TEN COM
	as tenants in common
	UNIF GIFT MIN ACT
	.....................................Custodian................................

	 
	 
	 
	(Cust)
	(Minor)

	TEN ENT
	as tenants by the entireties
	 
	under Uniform Gifts to Minors Act.................................

	 
	 
	 
	 
	(State)

	JT TEN
	as joint tenants with right of survivorship and not as tenants in common
	UNIF TRF MIN ACT
	.............................Custodian (until age).............................

	 
	 
	 
	(Cust)
	(Minor)

	 
	 
	 
	under Uniform Transfers to Minors Act...........................

	 
	 
	 
	 
	(State)

	Additional abbreviations may also be used though not in the above list.
	 
	 






THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES OF THE CORPORATION AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION, AT ITS HEADQUARTERS, CHICAGO, ILLINOIS.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
	
					
	 
	 
	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

	For value received, _________________________hereby sell, assign and transfer unto
	 

	 
	 
	 
	 
	 

	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	Shares

	of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	 

	 
	 
	 
	 
	Attorney

	to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.
	 

	Dated:_________________________________________
	20____________________
	Signature(s) Guaranteed: Medallion Guarantee Stamp

	Signature:______________________________________________________________
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks,Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.

	Signature:______________________________________________________________

	Notice:  The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.