Exhibit 4.1





EXHIBIT 4.1




REGISTRATION RIGHTS AGREEMENT




This REGISTRATION RIGHTS AGREEMENT, dated as of June 21, 2011 (this “Agreement”), is
entered into by and between USG CORPORATION, a Delaware corporation (the “Company”), and
EVERCORE TRUST COMPANY, N.A., solely in its capacity as duly appointed and acting investment
manager (the “Manager”) of a segregated account held in the USG Corporation Retirement Plan
Trust (the “Trust”) created under the USG Corporation Retirement Plan (the “Plan”).



RECITALS




WHEREAS, the Company contributed an aggregate of 3,271, 405 shares of its common stock, par
value $0.10 per share (“Common Stock”), to the Trust on September 8, 2010, of which
2,573,473 shares are currently held by the Trust and has agreed to contribute 2,084,781
shares of Common Stock on June 21, 2011 (the “Contribution”) to be held in a single segregated
account (the “Segregated Account”) in the Trust (such contributed shares, the
“Registrable Shares”);



WHEREAS, pursuant to the Investment Management Agreement, as amended and restated as of the
date hereof, among the Manager, the Company and the Pension and Investment Committee of the Company
(the “Committee”) (the “Investment Management Agreement”), the Manager has been
appointed as a “fiduciary” of the Trust, as defined in Section 3(21) of the Employee Retirement
Income Security Act of 1974, as amended, but only to the extent of the assets in the Segregated
Account, with the authority to act on behalf of the Trust with respect to all assets held in the
Segregated Account;



WHEREAS, the Company has agreed to grant certain registration rights with respect to the
Registrable Shares held in the Segregated Account, on the terms and subject to the conditions set
forth in this Agreement; and



WHEREAS, pursuant to the Investment Management Agreement, the Manager has full power and
authority to execute and deliver this Agreement for the benefit of the Trust and to take any
actions required or permitted to be taken in connection with this Agreement.



NOW, THEREFORE, in consideration of the premises and mutual promises set forth herein, the
parties hereto hereby agree as follows:



(1) Registration; Compliance with the Securities Act. The Company hereby agrees that,
to the extent not prohibited by any applicable law or applicable interpretations of the staff of
the Securities and Exchange Commission (the “SEC”), it shall:



(a) prepare and file with the SEC, as soon as reasonably practicable after the Contribution,
but in no event more than 30 days after the Contribution, a registration statement on Form S-3 for
the purpose of registering for sale under the Securities Act of 1933, as amended (the
“Securities Act”), all of the Registrable Shares by the Trust, as the selling stockholder
thereunder (such registration statement (including any replacement or substitute registration
statement), including all amendments (including any post-effective amendments) or supplements
thereto, the prospectus contained therein or deemed to be a part thereof and any documents
incorporated by reference therein, the “Registration Statement”), to enable the Manager to
direct the Trust to offer and sell any or all of the Registrable Shares on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act and in the manner contemplated by the plan of
distribution set forth in the Registration Statement;


 


 









 





(b) use its commercially reasonable efforts to cause the Registration Statement, if not
effective on the date of the Contribution, to become effective as promptly as reasonably possible
after filing and to remain continuously effective until the earliest of (i) the date on which all
Registrable Shares have been sold, (ii) the date on which all Registrable Shares may be sold by the
Trust to the public in accordance with Rule 144 under the Securities Act or any successor rule
thereto (as such rule may be amended from time to time, “Rule 144”) and when no conditions
of Rule 144 are then applicable to the Trust (other than the holding period requirement in
paragraph (d) of Rule 144, so long as such holding period requirement is satisfied at such time of
determination) and (iii) the date that is 90 days after the date on which the number of Registrable
Shares held by the Trust is less than one percent of the shares of Common Stock then outstanding
(the period from the date of effectiveness until such earliest date, the “Registration
Period”); provided that the Company shall not be required to file the Registration
Statement or cause the Registration Statement to become effective during any suspension period
pursuant to Section 2(c) or (d) below;



(c) prepare and file with the SEC such amendments (including post-effective amendments) and
supplements to the Registration Statement and the prospectus relating thereto filed with the SEC
pursuant to Rule 424(b) under the Securities Act or, if no such filing is required, as included in
the Registration Statement (the “Prospectus”), as may be necessary to keep the Registration
Statement effective at all times until the end of the Registration Period; provided that
the Company shall not be required to file any such amendment or supplement during any suspension
period pursuant to Section 2(c) or (d) below;



(d) furnish the Manager with such reasonable number of copies of the Prospectus, in conformity
with the requirements of the Securities Act, and such other documents as the Manager may reasonably
request, in order to facilitate the public sale or other disposition of all or any of the
Registrable Shares by the Trust;



(e) use its commercially reasonable efforts to file any documents necessary to register or
qualify the Registrable Shares under the securities or blue sky laws of such jurisdictions as the
Manager shall reasonably designate in writing; provided that the Company shall not be
required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in
any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general
consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any
such jurisdiction if it is not otherwise so subject;



(f) use its commercially reasonable efforts to cause the Registrable Shares to be listed on
the New York Stock Exchange (the “NYSE”) as soon as reasonably practicable after the date
of the Contribution; and


 


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(g) bear all expenses in connection with the actions contemplated by paragraphs (a) through
(f) of this Section 1 and the registration for sale of the Registrable Shares pursuant to the
Registration Statement, including reasonable fees and expenses of legal counsel to the Manager
incurred in connection with the registration and sale of the Registrable Shares, but excluding
underwriting discounts, brokerage fees, commissions and transfer taxes incurred by the Manager, the
Trust or the Plan, if any.



It shall be a condition precedent to the obligations of the Company to take any action pursuant to
this Section 1 that the Manager shall provide such reasonable assistance to the Company and
furnish, or cause to be furnished, to the Company in writing such information regarding the
Manager, the Registrable Shares to be sold and the intended method or methods of disposition of the
Registrable Shares as shall be necessary to effect the registration of the Registrable Shares and
as may be required from time to time under the Securities Act and the rules and regulations
thereunder.




(2) Transfer of Registrable Shares after Registration; Suspension.



(a) The Manager agrees that (i) it will not (x) offer to sell or make any sale, assignment,
pledge, hypothecation or other transfer with respect to the Registrable Shares that would
constitute a sale within the meaning of the Securities Act or (y) direct the Trust to offer to sell
or make any sale, assignment, pledge, hypothecation or other transfer with respect to the
Registrable Shares that would constitute a sale within the meaning of the Securities Act, except,
in the case of each of clauses (x) and (y), pursuant to either the Registration Statement or Rule
144, and (ii) it will promptly notify the Company of any changes in the information set forth in
the Registration Statement regarding the Manager or the intended plan of distribution of the
Registrable Shares.



(b) The Manager and the Company agree that the Registrable Shares may be sold in one or more
privately-negotiated block trades; provided that no such block trade may exceed 500,000
shares and that no more than one privately-negotiated block trade may be made to a single purchaser
or affiliates of such purchaser within a twelve-month period.



(c) In addition to any suspension rights under Section 2(d) below, the Company may, upon the
happening of any event or the existence of any state of facts that, in the judgment of an executive
officer of the Company or the Company’s legal counsel, renders advisable the suspension of the
disposition of Registrable Shares covered by the Registration Statement or the use of the
Prospectus or any supplement thereto due to pending transactions or other corporate developments,
public filings with the SEC or similar events, suspend the disposition of Registrable Shares
covered by the Registration Statement and the use of such Prospectus or any supplement thereto for
a period of not more than 90 days upon written notice (a “Suspension Event Notice”) to the
Manager (which Suspension Event Notice will not disclose the content of any material non-public
information and will indicate the dates of the beginning and the end of the intended suspension, if
known), in which case the Manager, upon receipt of such Suspension Event Notice, shall discontinue,
and shall cause the Trust to discontinue, disposition of Registrable Shares covered by the
Registration Statement and the use of any applicable Prospectus or any supplement thereto (an
“Event Suspension”) until copies of a supplemented or amended Prospectus are distributed to
the Manager or until the Manager is advised in writing by
the Company that the disposition of Registrable Shares covered by the Registration Statement
or the use of the Prospectus or supplement thereto may be resumed; provided that such right
to suspend the disposition of Registrable Shares covered by the Registration Statement or the use
of the Prospectus or supplement thereto shall not be exercised by the Company for more than 120
days in any 12-month period. Any Event Suspension and Suspension Event Notice described in this
Section 2(c) shall be held in confidence and not disclosed by the Manager, except as required by
law.


 


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(d) Subject to Section 2(g) below, in the event of: (i) any request by the SEC or any other
federal or state governmental authority for amendments or supplements to the Registration Statement
or related Prospectus or for additional information; (ii) the issuance by the SEC or any other
federal or state governmental authority of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that purpose, including the receipt
by the Company of any notice of objection of the SEC to the use of the Registration Statement or
any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; (iii) the
receipt by the Company of any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the
initiation of any proceedings for such purpose; or (iv) any event or circumstance that necessitates
the making of any changes in the Registration Statement or the Prospectus, or any document
incorporated or deemed to be incorporated therein by reference, so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading, and that, in the case of the Prospectus, it will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading, in each case, during the Registration Period, then the Company shall deliver a
certificate in writing to the Manager (a “Suspension Notice”) to the effect of the
foregoing (which Suspension Notice will not disclose the content of any material non-public
information and will indicate the dates of the beginning and the end of the intended suspension, if
known) and, upon receipt of such Suspension Notice, the Manager shall refrain, and shall cause the
Trust to refrain, from selling any Registrable Shares pursuant to the Registration Statement or
using the Prospectus or any supplement thereto (a “Suspension”) until the Manager has
received copies of a supplemented or amended Prospectus prepared and filed by the Company, or until
the Manager is advised in writing by the Company that the current Prospectus or supplement thereto
may be used. In the event of any Suspension, the Company will use its commercially reasonable
efforts to cause the availability for use of the Registration Statement and the Prospectus to be
resumed as soon as reasonably possible after delivery of a Suspension Notice to the Manager. Any
Suspension and Suspension Notice described in this Section 2(d) shall be held in confidence and not
disclosed by the Manager, except as required by law.



(e) In order to enforce the covenants of the Manager set forth in Sections 2(c) and (d) above,
the Company may impose stop transfer instructions with respect to the sale of Registrable Shares by
the Trust until the end of the applicable suspension period.



(f) If so directed by the Company, the Manager shall deliver to the Company all physical
copies of the Prospectus and any supplements thereto in its possession at the time of receipt by
the Manager of any Suspension Event Notice or Suspension Notice.


 


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(g) The Manager may sell Registrable Shares under the Registration Statement; provided
that (i) neither a Suspension nor an Event Suspension is then in effect, (ii) the Manager sells in
accordance with the plan of distribution in the Prospectus and (iii) the Manager arranges for
delivery of a current Prospectus (as supplemented) to any transferee receiving such Registrable
Shares in compliance with the prospectus delivery requirements of the Securities Act.



(3) Indemnification. For the purpose of this Section 3, the term “Registration
Statement” shall include any preliminary or final Prospectus, exhibit, supplement or amendment
included in or relating to the Registration Statement defined in Section 1(a).



(a) Indemnification by the Company. The Company agrees to (i) indemnify and hold
harmless the Manager (including, for purposes of this Section 3, the officers, directors, employees
and agents of the Manager), and each person, if any, who controls the Manager within the meaning of
either Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
or Section 15 of the Securities Act (the “Manager Indemnitees”), from and against any and all
losses, claims, damages, liabilities or expenses, joint or several (each, a “Loss” and,
collectively, “Losses”), to which any Manager Indemnitee may become subject under the
Securities Act, the Exchange Act or any other federal or state law or regulation, or at common law
or otherwise (including in settlement of any litigation, if such settlement is effected with the
written consent of the Company, which consent shall not be unreasonably withheld or delayed), only
to the extent such Losses (or actions in respect thereof as contemplated below) arise out of or are
based upon (A) any failure on the part of the Company to comply with the covenants and agreements
contained in this Agreement or (B) any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, the Prospectus or any amendment or supplement
thereto, or the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein (in the case of the Prospectus or any
supplement thereto, in light of the circumstances under which they were made) not misleading, and
(ii) reimburse each Manager Indemnitee for any reasonable legal fees and other reasonable
out-of-pocket expenses as such expenses are incurred by such Manager Indemnitee in connection with
investigating, defending, settling, compromising or paying any such Loss or action;
provided that the Company will not be liable in any such case to the extent that any such
Loss arises out of or is based upon (1) an untrue statement or alleged untrue statement or omission
or alleged omission made in the Registration Statement, the Prospectus or any amendment or
supplement thereto in reliance upon and in conformity with information furnished in writing to the
Company by the Manager, (2) any untrue statement or omission of a material fact required to make
such statement not misleading in the Prospectus that is corrected in an amended or supplemented
Prospectus that was delivered to the Manager before the pertinent sale or sales by the Manager or
(3) any untrue statement or alleged untrue statement or omission or alleged omission in the
Registration Statement, the Prospectus or any amendment or supplement thereto, when used or
distributed by the Manager during a period in which an Event Suspension or Suspension is properly
in effect under Section 2(c) or (d). The Manager hereby agrees that if the Manager or any of its
controlling persons is not entitled to indemnification for any Loss pursuant to this Section 3(a)
as a result of clause (1), (2) or (3) above, then none of the Manager Indemnitees shall be entitled
to indemnification for such Loss pursuant to the terms of the indemnification provisions set forth
in the Investment Management Agreement or that certain engagement letter effective June 6, 2011,
among the Company, the Manager and the Committee.


 


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(b) Indemnification by the Manager. To the extent permitted by applicable law, the
Manager will (i) indemnify and hold harmless the Company, the Committee, each director of the
Company, each member of the Committee, each of the Company’s officers who signed the Registration
Statement and each person, if any, who controls the Company within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act (the “Company Indemnitees”), from
and against any and all Losses to which any Company Indemnitee may become subject under the
Securities Act, the Exchange Act or any other federal or state law or regulation, or at common law
or otherwise (including in settlement of any litigation, if such settlement is effected with the
written consent of the Manager, which consent shall not be unreasonably withheld or delayed), only
to the extent such Losses (or actions in respect thereof as contemplated below) arise out of or are
based upon (i) any failure on the part of the Manager to comply with the covenants and agreements
contained in this Agreement with respect to the sale of the Registrable Shares or (ii) any untrue
statement or alleged untrue statement of any material fact contained in the Registration Statement,
the Prospectus or any amendment or supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein
(in the case of the Prospectus or any supplement thereto, in light of the circumstances under which
they were made) not misleading; provided that the Manager will be liable in any such case
only to the extent that any such untrue statement or alleged untrue statement or omission or
alleged omission was made in the Registration Statement, the Prospectus or any amendment or
supplement thereto in reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of the Manager, and (ii) reimburse such Company Indemnitee for any
reasonable legal fees and other reasonable out-of-pocket expenses as such expenses are incurred by
such Company Indemnitee in connection with investigating, defending, settling, compromising or
paying any such Loss or action. In no event shall the liability of the Manager under this Section
3 be greater than the aggregate fees received by the Manager pursuant to the Investment Management
Agreement.



(c) Indemnification Procedure. (i) Promptly after receipt by an indemnified party
under this Section 3 of written notice of the threat or commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against an indemnifying party
under this Section 3, promptly notify the indemnifying party in writing of the claim;
provided that the omission so to notify the indemnifying party will not relieve the
indemnifying party from any liability which it may have to any indemnified party under the
indemnity agreement contained in this Section 3 or otherwise, to the extent that the indemnifying
party is not prejudiced as a result of such failure.




(i) In case any such action is brought against any indemnified party and such
indemnified party notifies an indemnifying party thereof and seeks or intends to seek
indemnity from such indemnifying party, such indemnifying party will be entitled to
participate in, and to the extent that it may determine, jointly with all other indemnifying
parties similarly notified, to assume, the defense thereof with counsel reasonably
satisfactory to such indemnified party; provided that, if the defendants in any such
action include both such indemnified party and such indemnifying party and such indemnified
party shall have reasonably concluded that there may be a conflict between its position and
the position of such indemnifying party with respect to the conduct of the defense of any
such action or that there may be legal defenses available to it that are different from


 


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or additional to those available to such indemnifying party, in each case, such
indemnified party shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such action on behalf of such
indemnified party. Upon receipt of notice from such indemnifying party of its election so
to assume the defense of such action and approval by such indemnified party of such
indemnifying party’s counsel, such indemnifying party will not be liable to such indemnified
party under this Section 3 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense of such action; provided that the
reasonable fees and expenses of counsel of such indemnified party shall be at the expense of
such indemnifying party if (A) such indemnified party shall have employed such counsel in
connection with the assumption of legal defenses in accordance with the proviso to the
preceding sentence (it being understood that such indemnifying party shall not be liable for
the expenses of more than one separate counsel (in addition to any local counsel) for all
indemnified parties who are parties to such action) or (B) such indemnifying party shall not
have employed counsel reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the action.



(d) Contribution. (i) If the indemnification provided for in this Section 3 is held
by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any
Loss referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such indemnified party as a
result of such Loss in such proportion as is appropriate to reflect the relative fault of such
indemnifying party on the one hand and of such indemnified party on the other hand in connection
with the statements or omissions that resulted in such Loss, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and of such indemnified
party shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by such indemnifying party or by such indemnified party and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the Losses referred to
above shall be deemed to include, subject to the limitations set forth in Section 3(c) hereof, any
legal or other fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding.




(ii) The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 3(d) were determined by pro rata allocation or by
any other method of allocation that does not take into account the equitable considerations
referred to in the immediately preceding paragraph. Notwithstanding the provisions of this
Section 3(d), in no event shall the Manager be required to contribute any amount in excess
of the aggregate fees received by the Manager pursuant to the Investment Management
Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person or entity who
was not guilty of such fraudulent misrepresentation.


 


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(e) Non-Exclusive Remedies. The remedies provided for in this Section 3 are not
exclusive and shall not limit any rights or remedies that may otherwise be available to any
indemnified person at law or in equity.



(f) Surviving Obligations. The obligations of the Company and the Manager under this
Section 3 shall survive the termination of this Agreement and the completion of the disposition of
the Registrable Shares.



(4) Rule 144 Information. For such period as the Trust or the Plan holds any
Registrable Shares received pursuant to the Contribution, the Company shall use its reasonable best
efforts to file all reports required to be filed by it under the Exchange Act and the rules and
regulations thereunder and shall use its reasonable best efforts to take such reasonable further
action to the extent required to enable the Manager to sell the Registrable Shares pursuant to Rule
144.



(5) Rights of the Trust. All of the rights and benefits conferred on the Manager
pursuant to this Agreement (other than the right to indemnification provided in Section 3) are
intended to inure to the benefit of the Trust.




(6) Miscellaneous.



(a) Governing Law. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of New York, irrespective of the choice of
laws principles of the State of New York, as to all matters, including matters of validity,
construction, effect, enforceability, performance and remedies.



(b) Force Majeure. Neither party will have any liability for damages or delay due to
fire, explosion, lightning, pest damage, power failure or surges, strikes or labor disputes, water
or flood, acts of God, the elements, war, civil disturbances, acts of civil or military authorities
or the public enemy, acts or omissions of communications or other carriers or any other cause
beyond a party’s reasonable control (other than that which arises from the gross negligence or
willful misconduct of such party), whether or not similar to the foregoing, that prevent such party
from materially performing its obligations hereunder.



(c) Entire Agreement; Modification; Waivers. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and shall supersede all
previous negotiations, commitments and writings with respect to the matters discussed herein. This
Agreement may not be altered, modified or amended except by a written instrument signed by both
parties. The failure of any party to require the performance or satisfaction of any term or
obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not
prevent subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent
breach.



(d) Severability. The provisions of this Agreement are severable and, in the event
that any provision is deemed illegal or unenforceable, the remaining provisions shall remain in
full force and effect, unless the deletion of any such illegal or unenforceable provision shall
cause this Agreement to become materially adverse to either party, in which event the parties
shall use commercially reasonable efforts to arrive at an accommodation that best preserves
for the parties the benefits and obligations of the offending provision.


 


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(e) Notices. Except as otherwise expressly provided, any notice, request, demand or
other communication permitted or required to be given under this Agreement shall be in writing,
shall be sent by one of the following means to the Company or the Manager at the addresses set
forth below (or to such other address as shall be designated hereunder by notice to the other
parties and persons receiving copies, effective upon actual receipt), and shall be deemed
conclusively to have been given (i) on the first business day following the day timely deposited
with Federal Express (or other equivalent national overnight courier) or United States Express
Mail, with the cost of delivery prepaid or for the account of the sender, (ii) on the fifth
business day following the day duly sent by certified or registered United States mail, postage
prepaid and return receipt requested, or (iii) when otherwise actually received by the addressee on
a business day (or on the next business day if received after the close of normal business hours or
on any non-business day).




If to the Manager:




Evercore Trust Company, N.A.

55 East 52nd Street

New York, NY 10055

Attention: Norman P. Goldberg, Managing Director




If to the Company:




USG Corporation

550 West Adams Street

Chicago, Illinois 60661-3676

Attention: Ellis A. Regenbogen




with a copy to:




Jones Day

77 West Wacker Drive

Chicago, Illinois 60601-1692

Attention: Timothy J. Melton



(f) Title and Headings. Titles and headings to sections herein are inserted for
convenience of reference only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.



(g) Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


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(h) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Company and the Manager and their respective successors and permitted assigns.
None of the rights or obligations under this Agreement shall be assigned by the Manager
without the prior written consent of the Company and the Trust in their sole discretion. Any
purported assignment in violation of the foregoing sentence shall be null and void.



(Signatures follow.)





 


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IN WITNESS WHEREOF, each of the Company and the Manager has caused this Agreement to be duly
executed on its behalf by its duly authorized officer as of the date first written above.



	 	 	 	 	 
	 	USG CORPORATION

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

Chief Financial Officer 	 
	 
	 	EVERCORE TRUST COMPANY, N.A.,

As Investment Manager of a Segregated Account in the USG Corporation
Retirement Plan Trust

 	 
	 	By:  	/s/ Norman P. Goldberg
 	 
	 	 	Name:  	Norman P. Goldberg 	 
	 	 	Title:  	Managing Director