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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

  Filed by the Registrant   þ
  Filed by a Party other than the Registrant   o
 
  Check the appropriate box:

  o   Preliminary Proxy Statement
  o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  o   Definitive Proxy Statement
  þ   Definitive Additional Materials
  o   Soliciting Material Pursuant to §240.14a-12

USG CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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        o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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SEC 1913 (02-02) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to be held on May 12, 2010

USG CORPORATION

Meeting Information
     
Meeting Type:
  Annual
For holders as of:
  March 15, 2010
Date:   May 12, 2010
       Time: 9:00 a.m. Central Time
Location:   USG Corporation
550 West Adams Street
Chicago, IL 60661
 

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USG CORPORATION
550 WEST ADAMS STREET
CHICAGO, IL 60661

You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
 
See the reverse side of this notice to obtain proxy materials and voting instructions.


 


 

 

— Before You Vote —
How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
Annual Report on Form 10-K        Notice of Annual Meeting of Stockholders and Proxy Statement
Letter From USG Corporation’s Chairman and Chief Executive Officer and its President and Chief Operating Officer
How to View Online:
Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
         
 
  1) BY INTERNET:   www.proxyvote.com
 
  2) BY TELEPHONE:   1-800-579-1639
 
  3) BY E-MAIL*:   sendmaterial@proxyvote.com
*   If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. To facilitate timely delivery, please make the request as instructed above on or before April 28, 2010.


— How To Vote —
Please Choose One of the Following Voting Methods
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Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an admission ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. This notice of availability of proxy materials may be used as an admission ticket to the annual meeting. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12 Digit Control Number available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy form.


 

 

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Voting Items        
The Board of Directors recommends a
vote “FOR” all the nominees listed.		      
 
            
1.   Election of Directors    
 
 
   Nominees:        
 
  01)  Lawrence M. Crutcher
02)  William C. Foote
03)  Steven F. Leer
04)  Judith A. Sprieser
      
 
            
 
            
The Board of Directors recommends a vote "FOR" the following proposals.
 
            
2.   Reapproval of the USG Corporation Management Incentive Plan.    
 
            
3.   Approval of amendment of the USG Corporation Long-Term Incentive Plan.    
 
            
4.   Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for the year ending December 31, 2010.    
 
            
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.    


 

 

 
 
 
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