USG
CORPORATION SUPPLEMENTAL RETIREMENT PLAN
(As
Amended and Restated Effective as of January 1,
2007)
USG
Corporation, acting through its duly authorized representative,
hereby adopts the amendment and restatement of the USG Corporation
Supplemental Retirement Plan, effective as of January 1, 2007,
as set forth herein, this 10 th
day of
December, 2008.
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USG
CORPORATION
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By:
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/s/
Brian J. Cook
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Senior
Vice President
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Human
Resources
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PAGE
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1
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1
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1.1
The Plan, the Company
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1
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1
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1
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2
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1.5
Preservation of Benefits
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2
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3
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Eligibility
for Participation
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3
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3
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3
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2.3
Period of Participation
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3
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4
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Part
A Supplemental Benefits
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4
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4
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3.2
Limited Benefits, Unlimited Benefits, Part A Supplemental Benefits
and Part A Supplemental Death Benefits
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4
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3.3
Participant Contribution Requirement
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4
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3.4
Compensation Deferral Elections
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5
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3.5
Amount of Part A Supplemental Benefits
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6
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3.6
Payment of Part A Supplemental Benefits
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6
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3.7
Amount and Payment of Part A Supplemental Death Benefits
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7
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3.8
Offset/Reduction for Benefits Provided by Funding
Accounts
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8
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9
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Spouses,
Beneficiaries, Funding
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9
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9
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4.2
Supplemental Plan Beneficiary
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9
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9
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10
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10
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5.1
Statement of Accounts
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10
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10
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5.3
Interests Not Transferable
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10
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10
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10
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5.6
Action by the Company
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10
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5.7
Successor to the Company or Any Other Employer
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10
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11
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TABLE
OF CONTENTS
(continued)
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PAGE
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12
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Amendment
and Termination
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12
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USG
CORPORATION SUPPLEMENTAL RETIREMENT PLAN
1.1
The Plan, the Company
Effective
January 1, 1976 UNITED STATES GYPSUM COMPANY established
UNITED STATES GYPSUM COMPANY SUPPLEMENTAL RETIREMENT PLAN (the
“Plan”). On January 1, 1985 UNITED STATES GYPSUM
COMPANY became a wholly-owned subsidiary of USG CORPORATION and
effective as of that date USG CORPORATION was substituted for
UNITED STATES GYPSUM COMPANY as the “Company” under the
Plan and the name of the Plan was changed to USG CORPORATION
SUPPLEMENTAL RETIREMENT PLAN. Previously, the Plan included certain
additional benefits (called Part B Supplemental Benefits) that
supplemented contributions made under the USG Corporation
Investment Plan and other defined contribution plans maintained by
the Company or members of its controlled group. Effective
November 8, 2000 the Plan was amended to provide for the
cessation of participant deferrals under Part B of the Plan
and the distribution of all Part B Supplemental Benefits. The
Plan is being restated effective January 1, 2007 to eliminate
reference to Part B Supplemental Benefit and to update the
provisions relating to the Part A Supplemental Benefits. The
term “Company” as used in the Plan means UNITED STATES
GYPSUM COMPANY up to January 1, 1985 and USG CORPORATION (and
any successor thereto) on and after that date. Except as otherwise
specifically provided, the provisions of this subsection and the
following provisions of the Plan constitute an amendment and
restatement of the Plan, as previously amended, effective as of
January 1, 2007 (the “New Effective Date”),
subject to any subsequent amendments.
Each
subsidiary of the Company that is an employer under USG Corporation
Retirement Plan (the “Retirement Plan”) shall be an
“Employer” under this Plan unless specified to the
contrary by the Company by writing filed with the Committee
described in subsection 1.4.
The
Company and certain of its subsidiaries maintain and are employers
under the Retirement Plan, which is intended to meet the
requirements of a “qualified plan” under Section 401(a)
of the Internal Revenue Code. The purpose of this Plan, a
nonqualified plan, is to provide for eligible employees benefits
that could have been earned and paid under the Retirement Plan and
under any other qualified defined benefit maintained by the
controlled group of corporations of which the Company is a member
(“other USG Defined Benefit Plans”) but for the
following limitations:
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(a)
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Section 401(a)(4) of the Internal Revenue Code requires that
contributions or benefits provided under a qualified plan must not
discriminate in favor of highly compensated employees and therefore
amounts deferred by employees, if any, under the Company’s
management incentive compensation programs, Part B
of
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-1-
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this
Plan as in effect prior to November 8, 2000, and the USG
Corporation Deferred Compensation Plan until their retirement or
other termination of employment may not be considered as a part of
their employment compensation in determining the amount of their
contributions, benefits provided with respect to their
contributions, and employer provided benefits under the Retirement
Plan and other USG Defined Benefit Plans.
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(b)
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Sections 401(a)(17) and 404(l) of the Internal Revenue Code
limit the amount of employees’ annual compensation that may
be taken into account in determining the benefits that may be paid
to them from the Retirement Plan and other USG Defined Benefit
Plans and the deductible Employer contributions that may be made to
those plans to provide such benefits.
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(c)
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Section 415 of the Internal Revenue Code places limitations on
the amount of benefits that may be paid from and contributions that
may be made to the Retirement Plan and other USG Defined Benefit
Plans.
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In
no event shall any benefits be payable under this Plan that would
duplicate benefits that become payable under any other qualified or
nonqualified plan maintained by the Company, any other Employer or
any other member of the controlled group of corporations of which
the Company is a member.
The
Plan is administered by the committee (the “Committee”)
that is responsible for administration of the Retirement Plan. To
the extent appropriate, the Committee has the same powers, rights,
duties and obligations it has as to the Retirement Plan, including
the right to require the completion of such forms or applications
with respect to benefit payments as it deems
appropriate.
1.5
Preservation of Benefits
Benefits
shall be provided under the Plan on and after the New Effective
Date to, or with respect to, former employees of the Company who
became entitled to such benefits before that date in accordance
with the terms of the Plan as in effect at the time of their
retirement or other termination of employment. If an employee of an
Employer was participating in the Plan immediately prior to the New
Effective Date and continues to participate in the Plan on and
after that date, benefits payable under Section 3 of this Plan
to, or with respect to, such employee shall not be less than what
they would have been if the Plan as in effect immediately prior to
the New Effective Date continued in effect on and after that date
without change, but only taking into account for this purpose
benefits accrued by the employee under the Retirement Plan and all
other USG Defined Benefit Plans prior to the New Effective
Date.
-2-
Eligibility
for Participation
A
“Covered Employee” for any calendar year means an
employee of an Employer under the plan who the Committee, in
accordance with such rules as it may establish, anticipates will
have “compensation” (as defined below) for such year in
excess of $100,000 (or such greater amount as may be determined by
the Secretary of the United States Treasury under
Section 414(q)(1)(B)(i) of the Internal Revenue Code), unless
the Committee specifies that such employee shall not be considered
as a Covered Employee for any purpose of the plan by writing filed
with the Secretary of the Company prior to, or within 30 days
after, the date the employee otherwise would become eligible for
participation in the plan. For purposes of this subsection 2.1,
compensation shall mean base salary.
Subject
to the conditions and limitations of the Plan, each employee of an
Employer who was a “Participant” in the Plan on
December 31, 2006 shall continue as a Participant in the Plan
after that date. Subject to the conditions and limitations of the
Plan, each other employee of an Employer shall become eligible to
enroll in this Plan and become a “Participant” on the
first date occurring on or after the New Effective Date on
which:
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(a)
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he is a Covered Employee; and
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(b)
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the benefits he accrues, or the contributions he is required to
make or could elect to make, or his share of employer derived
contributions under one or more of the Retirement Plan and other
USG Defined Benefit Plans, are less than what they would have been
(or, as to elected contributions, could have been) as a result of
the limitations described in subsection 1.3.
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Each
employee will be notified of the date he is eligible to enroll in
the Plan and become a Participant and will be notified of the
enrollment procedures established by the Committee.
2.3
Period of Participation
An
employee of an Employer who becomes a Participant in this Plan will
continue as a Participant in the Plan in accordance with its
provisions until all benefits to which he is entitled under the
Plan have been distributed to him. However, a Participant will not
be entitled to make contributions or accrue additional benefit
entitlements under this Plan for any period during which he is not
a Covered Employee.
-3-
Part A
Supplemental Benefits
The
Employers intend that benefits be provided pursuant to the
provisions of this Section 3 that are actuarially equivalent
to the benefits that would have been provided under the Retirement
Plan and other USG Defined Benefit Plans if the limitations
described in subsection 1.3 did not exist, if before-tax
contributions the Participant makes pursuant to subsection 3.3 had
been made under the Retirement Plan and any other applicable USG
Defined Benefit Plan on an after-tax basis, and if amounts deferred
under the Company’s 1989 and subsequent management incentive
compensation programs or deferred under Part B of this Plan
prior to November 8, 2000 or deferred under the USG
Corporation Deferred Compensation Plan had not been deferred but
instead paid at the proper time and included in employment
compensation for purposes of the Plans, provided that the
contribution requirement described in subsection 3.3 is
met.
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3.2
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Limited Benefits, Unlimited Benefits, Part A Supplemental Benefits
and Part A Supplemental Death Benefits
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For
purposes of this Section 3, the term “Limited
Benefits” means the benefits that become payable to or with
respect to a Participant under the Retirement Plan and all other
USG Defined Benefit Plans. The term “Unlimited
Benefits” means the benefits that would have become payable
to or with respect to a Participant under such Plans if the
limitations described in subsection 1.3 did not exist; if
before-tax contributions the Participant makes pursuant to
subsection 3.3 had been made under the Retirement Plan and any
other applicable USG Defined Benefit Plan on an after-tax basis;
and if amounts deferred by the Participa
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