0000950137-08-014115 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 26th, 2008 • Usg Corp • Concrete, gypsum & plaster products • Delaware

This Registration Rights Agreement (this “Agreement”), dated as of the date set forth on the signature page hereto, is made by and between USG Corporation, a Delaware corporation (the “Company”), and the Person designated on the signature page hereto (the “Investor”).

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Securities Purchase Agreement Dated November 21, 2008 between USG Corporation and Fairfax Financial Holdings Limited
Securities Purchase Agreement • November 26th, 2008 • Usg Corp • Concrete, gypsum & plaster products • New York

Securities Purchase Agreement, dated November 21, 2008 (this “Agreement”), between USG Corporation, a Delaware corporation (the “Company”), and Fairfax Financial Holdings Limited, a corporation incorporated under the laws of Canada (the “Investor”).

Securities Purchase Agreement
Securities Purchase Agreement • November 26th, 2008 • Usg Corp • Concrete, gypsum & plaster products • New York

Securities Purchase Agreement, dated November 21, 2008 (this "Agreement"), between USG Corporation, a Delaware corporation (the “Company”), and Berkshire Hathaway Inc., a Delaware corporation (the “Investor”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 26th, 2008 • Usg Corp • Concrete, gypsum & plaster products • Delaware

This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of the date set forth on the signature page hereto, is made by and between USG Corporation, a Delaware corporation (the “Company”), and the Person designated on the signature page hereto (the “Investor”).

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