

| USG CORPORATION | 13/05/2015 AGM | |
|---|---|---|
| 1.1 | Elect Jose Armario | For |
| 1.2 | Elect Gretchen R. Haggerty | For |
| 1.3 | Elect William H. Hernandez | For |
| 2 | Approval of the USG Corporation Management Incentive Plan, as amended and restated. | Oppose |
| 3 | Approval of the material terms for qualified performance-based awards under the USG Corporation Long-Term Incentive Plan, as amended and restated. | Oppose |
| 4 | Appoint the auditors | Oppose |