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EXHIBIT (10a)
SECOND AMENDMENT
TO
MANAGEMENT PERFORMANCE PLAN
OF USG CORPORATION
SECOND AMENDMENT (this "Second Amendment"), to the Omnibus Management
Performance Plan of USG Corporation originally approved by the stockholders of
the Corporation on July 8, 1988, and amended on November 15, 1994 (collectively,
the "Plan").
WHEREAS, the Compensation and Organization Committee of the Board of Directors
of USG Corporation (the "Corporation") has approved an amendment to the Plan to
impose additional conditions on certain awards under the Plan;
NOW, THEREFORE, in consideration of the premises, the Plan is hereby amended as
set forth below:
1. The Plan is hereby amended by the addition of a new Section 6(f)
consisting of two (2) sentences to read as follows:
"In the event the Committee permits the surrender of previously-owned
shares of Common Stock as payment for the exercise price of any award
under the Plan, such shares shall have been beneficially owned by the
grantee for not less than six (6) months and otherwise qualify as
"mature" shares under Generally Accepted Accounting Principles. In the
event the Committee permits the reduction of shares of Common Stock
subject to any award under the Plan in order to satisfy tax
withholding, such reduction may not exceed the then statutorily
required rate of withholding."
2. Except as expressly amended and modified by this Second Amendment, the
Plan is hereby ratified and confirmed in all respects.
IN WITNESS WHEREOF, the Corporation has caused this Second Amendment to be
executed by its officers thereunto duly authorized as of the 27th day of June,
2000
USG CORPORATION
By /s/ Peter K. Maitland
---------------------------
Peter K. Maitland
Vice President, Compensation,
Benefits and Administration
Attest:
/s/ Dean H. Goossen
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Dean H. Goossen
Corporate Secretary
