NEITHER THIS NOTE (AS DEFINED BELOW) NOR ANY INTEREST HEREIN MAY BE SOLD,

DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT THE

PRIOR WRITTEN CONSENT OF THE MAKER REPRESENTATIVE (AS HEREINAFTER DEFINED),

WHICH CONSENT MAY BE WITHHELD IN THE SOLE DISCRETION OF THE MAKER

REPRESENTATIVE.



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

OR APPLICABLE STATE SECURITIES LAWS. WITHOUT IN ANY WAY LIMITING THE TERMS OF

THE FOREGOING PARAGRAPH, NO INTEREST IN THIS NOTE MAY BE SOLD, DISTRIBUTED,

ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THE MAKER

REPRESENTATIVE RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THIS NOTE

SATISFACTORY TO THE MAKER REPRESENTATIVE STATING THAT SUCH TRANSACTION IS EXEMPT

FROM REGISTRATION OR (B) THE MAKER REPRESENTATIVE OTHERWISE SATISFIES ITSELF

THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.



                         NON-NEGOTIABLE PROMISSORY NOTE



$10,000,000.00                                                     June 20, 2006

                                                               Chicago, Illinois



     FOR VALUE RECEIVED, each of undersigned (collectively, the "Makers" and

each individually a "Maker") hereby jointly and severally promises and agrees to

pay to the United States Gypsum Asbestos Personal Injury Settlement Trust (the

"Holder") the principal amount of TEN MILLION AND NO/100 DOLLARS

($10,000,000.00) on or before December 31, 2006 (the "Maturity Date"), together

with interest on the unpaid principal sum from (and including) the date hereof

until (but excluding) the date upon which the principal hereof is paid in full,

at a fixed per annum rate equal to the 90 day LIBO Rate for U.S. Dollars as of

the Effective Date (as set forth on the Bloomberg Financial Markets system),

plus .40%, in each case, as hereinafter provided. Interest hereunder shall be

calculated on the basis of a 360-day year consisting of twelve 30-day months.

References in this Non-Negotiable Promissory Note (this "Note") to the "Plan"

mean that certain Joint Plan of Reorganization of USG Corporation and the other

Makers filed with the United States Bankruptcy Court for the District of

Delaware on April 5, 2006 (as amended from time to time), together with the

exhibits and schedules thereto. This Note is the "Note" referred to in such

Plan.



1.   Payment Obligations.



     (a)  Principal and Interest. The principal amount of this Note shall be

          payable in full by no later than the Maturity Date. Interest on the

          unpaid principal amount of this Note shall begin to accrue on the date

          hereof and all accrued and unpaid interest shall be due and payable on

          the Maturity Date. Payments of principal and interest



{PAGE}



          shall be made in lawful money of the United States of America by (i)

          check or (ii) wire transfer of immediately available funds to such

          bank account of the Holder as the Holder may designate from time to

          time by at least thirty (30) days' prior written notice to the Maker

          Representative. Any payment (excluding any prepayment) on or in

          respect of this Note shall be applied first to accrued but unpaid

          interest and then to the principal balance hereof. The unpaid

          principal may, at the option of the Makers, be prepaid, in whole or in

          part, at any time without premium or penalty, through the payment of

          an amount equal to 100% of the principal amount being prepaid,

          together with all accrued and unpaid interest on this Note to (but

          excluding) the date of the prepayment. At such time as this Note is

          paid or prepaid in full, it shall be surrendered to the Maker

          Representative (or any of the other Makers) and cancelled and shall

          not be reissued. Anything in this Note to the contrary

          notwithstanding, any payment that is due on a date other than a

          Business Day (as hereinafter defined) shall be made on the next

          succeeding Business Day (and such extension of time shall not be

          included in the computation of interest). As used in this Note, the

          term "Business Day" means any day other than a Saturday, a Sunday or a

          day on which commercial banks in Chicago, Illinois are required or

          authorized by law to be closed.

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