0000950137-06-001053 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • January 31st, 2006 • Usg Corp • Concrete, gypsum & plaster products • Delaware

Amendment No. 1, dated as of January 30, 2006 (this “Amendment”), to the Rights Agreement, dated as of March 27, 1998 (the “Rights Agreement”), by and between USG Corporation, a Delaware corporation (“USG”), and Harris N.A. (successor to Harris Trust and Savings Bank) (the “Rights Agent”).

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