Year 2005
Annual
Management Incentive
Program
USG Corporation
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, 2005 through December 31, 2005.
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 2005 Annual Management Incentive Program, Consolidated Net Earnings 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 management of USG Corporation and the Operating Subsidiaries.
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