Raw Materials

                           DEFERRED COMPENSATION PLAN

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         THIS IMPERIAL INDUSTRIES, INC. DEFERRED COMPENSATION PLAN is made
effective as of May 15, 2005, by Imperial Industries, Inc., a corporation duly
organized and existing under the laws of the State of Delaware.

                                    RECITALS:
                                    ---------

         WHEREAS, the Company desires to provide certain deferred compensation
benefits for certain of its executives, the payment of which would be deferred
and paid in accordance with the terms and subject to the  . . .

                                 USG CORPORATION
                           DEFERRED COMPENSATION PLAN

                         (Effective as of April 1, 2007)

                                    SECTION 1

                                  INTRODUCTION

1.1 THE PLAN AND ITS EFFECTIVE DATE

     The USG Corporation Deferred Compensation Plan is established effective as
of April 1, 2007. Defined terms used herein shall have the meaning given such
terms in Section 2.

1.2 PURPOSE

     (a)  The Company has established this Plan to allow Eligible Employees to
          defer  . . .