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Compensation and Organization Committee

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USG Corporation

Charter of the Compensation and Organization Committee

Corporate Authorization and Purpose

The Compensation and Organization Committee is one of the standing committees of the Board of Directors specified under Article IV, Section 1 of the Corporation's by-laws. Such Committee shall have the duty to review and to make recommendations to the Board of Directors with respect to management organization, succession and development programs, the election of corporate officers and their salaries and incentive compensation or bonus awards; to make the decisions required by a committee of the Board of Directors under all stock and deferred stock plans; to approve and report to the Board of Directors changes in salary ranges for all other major position categories and, as outlined below, changes in retirement plans, group insurance plans, investment plans or other benefit plans and management incentive compensation or bonus plans; and to review, and report periodically to the Board of Directors regarding, the Corporation’s activities with respect to employee safety and occupational health, diversity and equal employment opportunity and corporate contributions.

Organization

The Compensation and Organization Committee of the Corporation shall consist of at least three directors, all of whom shall be independent as such term is defined by the New York Stock Exchange listing standards. Members of the Committee shall be appointed, and may be removed with or without cause, by the Board of Directors on the recommendation of the Governance Committee, or otherwise in accordance with the Corporation’s by-laws. The Committee may form one or more subcommittees, each of which may take such actions as may be delegated by the Committee. The Committee periodically shall report and make appropriate recommendations to the Board of Directors.

Responsibilities and Duties

As its duties and responsibilities, the Compensation and Organization Committee shall:

Organization and Management Succession

  1. Review at least annually management organization, succession and development.

  2. Make recommendations to the Board with respect to election of Corporation officers.
Chief Executive Officer
  1. Review and approve the goals and objectives relevant to the Chief Executive Officer’s compensation.

  2. Evaluate the Chief Executive Officer’s performance in light of those goals and objectives and recommend the Chief Executive’s compensation level taking into account this evaluation.
Compensation and Benefits
  1. Recommend for approval by the Board (excluding the Chief Executive Officer and any other non-independent director) the total compensation package provided to the Chief Executive Officer.

  2. Evaluate elected corporate officer performance and report findings to the Board (excluding non-independent directors).

  3. Determine and recommend to the Board of Directors for approval or ratification, as applicable, the total compensation (including base pay adjustments and any annual and long-term incentive payouts) paid to the elected officers of the Corporation generally. Review and approve any employment agreement, severance agreement or change of control agreement between the Corporation and its elected officers (including the Chief Executive Officer).

  4. Review and recommend to the Board the creation and/or revision of incentive
    compensation plans and equity based plans affecting elected Corporation officers.

  5. Annually prepare and cause to be filed in the Corporation’s annual proxy statement a report to stockholders as required by the Securities and Exchange Commission and generally oversee compliance with the compensation reporting requirements of the Securities and Exchange Commission.

  6. Have the sole authority to retain or obtain the advice of any compensation consultant, legal counsel or other adviser to assist the Committee in the performance of its duties, but only after taking into consideration all factors relevant to the adviser’s independence from management, including those specified in Section 303A.05(c) of the NYSE Listed Company Manual. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any adviser retained by the Committee, and shall have sole authority to approve the adviser’s fees and the other terms and conditions of the adviser’s retention. The Corporation must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any adviser retained by the Committee.

  7. Obtain through discussions with management of the Corporation a general understanding of compensation design throughout the entire organization.

  8. Approve and report to the Board changes in salary ranges for all other major position categories.
Benefit and Pension Plans
  1. Establish the design of the benefit plans that pertain to the Chief Executive Officer and other elected officers of the Corporation.

  2. Review and recommend to the Board for approval settlor (non-fiduciary) changes to or adoption of qualified defined benefit pension or defined contribution plans except when the Committee, the Pension and Investment Committee, any subcommittee thereof or management of the Corporation have such approval or adoption authority under the provisions of any document reviewed or approved by the Board or the Committee.

  3. Periodically review major benefits programs.

  4. Administer all plans that require “disinterested administration” under Rule 16b-3 of the Securities Exchange Act of 1934, including all stock option, restricted stock and deferred stock plans.

  5. Oversee and monitor the Pension and Investment Committee established under the Corporation's retirement and investment plans, report to the Board on such oversight and monitoring and approve periodically funding guidelines developed by the Pension and Investment Committee.
Employee Matters
  1. Review, and report periodically to the Board of Directors regarding, the Corporation’s activities with respect to employee safety and occupational health, diversity and equal employment opportunity and corporate contributions.
Review
  1. Annually evaluate the Committee's performance.
Steven F. Leer Jose Armario Richard P. Lavin Matthew Carter Jr.
  • Member
  • Chair
  • Financial Expert
  • Independent Director

Copyright West LLC. Minimum 15 minutes delayed.

IR Contact

William Madsen
Senior Director, Investor Relations
Phone: 312-436-5349
E-mail: investorrelations@usg.com
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