Year 2009 Annual Management Incentive Program

Exhibit 10.1

Year 2009

Annual

(Executive Officers Only)

USG Corporation

PURPOSE

To enhance USG Corporation’s ability to attract, motivate, reward and retain key employees of the Corporation and its operating subsidiaries and to align management’s interests with those of the Corporation’s stockholders by providing incentive award opportunities to managers who make a measurable contribution to the Corporation’s business objectives.

INTRODUCTION

This Annual Management Incentive Program (the “Program”) is in effect from January 1, 2009 through December 31, 2009.

ELIGIBILITY

Individuals eligible for participation in this Program are the Corporation’s executive officers. This Program is executive officers only.

GOALS

For the 2009 Annual Management Incentive Program, Consolidated Net Earnings and consolidated, subsidiary and profit center Focus Targets will be determined by the USG Board of Directors after review by the Compensation and Organization Committee of the USG Board of Directors (the “Committee”) . The Committee will consider recommendations submitted from management of USG Corporation.

AWARD VALUES

For this Program, position target incentive values are based on level of accountability and are expressed as a percent of approved annualized salary. Resulting award opportunities represent a fully competitive incentive opportunity for 100% (target) achievement of goals:

AWARDS

Incentive awards for all participants in this Program will be reviewed and approved by the Committee. For all participants, the annual incentive award par opportunity is the annualized salary approved by March 31, 2009 that is in effect on April 1, 2009 multiplied by the applicable position target incentive value percent.

Incentive awards for 2009 will be based on a combination of the following elements:

Consolidated Net Earnings will be as reported on the Corporation’s year-end financial statements with adjustments for significant non-operational charges. Such adjustments will be defined by March 31, 2009 and have in the past been for Fresh Start Accounting, asbestos, restructuring charges, bankruptcy expenses and the cumulative impact of new accounting pronouncements. For all participants, this portion of the award represents 40% of the incentive par. This portion of the award will be paid from a pool funded by Consolidated Net Earnings results according to the following schedule:

This is the same pool from which awards based on Consolidated Net Earnings will be paid under the USG Corporation 2009 Annual Management Incentive Program for employees, other than executive officers, occupying positions in Broadband 11 or higher (the “Other Program”). Each tier of earnings is calculated separately and added together to determine the total pool. This amount is then divided by the sum of the Net Earnings pars for all participants in this Program and the Other Program. The factor derived from this method is then applied to each participant’s Net Earnings pars to determine the individual award for this segment. For each executive officer, (i) their individual Net Earnings par shall be determined by March 31, 2009, and (ii) their individual factor shall be determined by taking into account the Net Earnings par of all participants eligible to participate in the Program and the Other Program as of March 31, 2009 and based on the sum of all such participants’ Net Earnings par as determined by March 31, 2009. Notwithstanding the prior sentence nor any othe