EXHIBIT 10.31
THIRD AMENDMENT
OF
USG CORPORATION RETIREMENT PLAN
(As Amended and Restated Effective as of January 1, 1999)
WHEREAS, USG Corporation Retirement Plan (the "plan") is
maintained by USG Corporation (the "company"), which plan was amended and
restated on December 29, 1999, effective as of January 1, 1999; and
WHEREAS, it now is deemed desirable and in the best interests
of the employers under the plan and their employees to further amend the plan;
NOW, THEREFORE, pursuant to the amending power reserved to the
company under subsection 14.1 of the plan, the plan is further amended as
follows:
1. By adding the following at the end of subsection 7.13 of
the plan, effective January 1, 2002:
"A portion of a distribution shall not fail to be an eligible rollover
distribution merely because the portion consists of after-tax employee
contributions which are not includible in gross income. However, such
portion may be transferred only to an individual retirement account or
annuity described in Section 408(a) or (b) of the Internal Revenue
Code, or to a qualified defined contribution plan described in Section
401(a) or 403(a) of the Internal Revenue Code that agrees to separately
account for amounts so transferred, including separately accounting for
the portion of such distribution which is includible in gross income
and the portion of such distribution which is not so includible."
2. By substituting the following for subparagraph 8.5(a) and
the first sentence of subparagraph 8.5(b) of the plan, effective January 1,
2002:
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(a) For purposes of determining the amount of a
participant's contributions required under subsection
2.5, the annual compensation limit is $200,000 for
the plan year commencing on January 1, 2002 and for
each subsequent plan year shall be $200,000 (or such
greater amount as permitted as a result of an
adjustment under Section 401(a)(17)(B) of the
Internal Revenue Code effective for that plan year).
(b) For the purpose of determining a participant's final
average earnings of a participant who has an hour of
service on or after January 1, 2002, the annual
compensation limit for any 12-month period commencing
in a plan year shall be $200,000 (or such greater
amount as permitted as a result of an adjustment
under Section 401(a)(17)(B) of the Internal Revenue
Code effective for the plan year in which such
12-month period begins)."
3. By deleting subparagraph 8.13(a) from the plan (except for
purposes of numbering), effective January 1, 2002.
4. By substituting the following for the first sentence of
subsection 8.15 of the plan, effective January 1, 2002:
"For each plan year, the annual addition (as defined
below) to a participant's accounts under all defined
contribution plans maintained by the company shall not exceed
the lesser of $40,000 (or such greater amount as may be
determined by the Commissioner of Internal Revenue for the
calendar year which begins with or within that plan year) or
100% percent of the participant's Section 415 compensation
(as defined below) during that plan year."
5. By substituting the following for the first three sentences
of subsection 8.16 of the plan, effective January 1, 2002:
"Notwithstanding any other provisions of the plan, a
participant's annual retirement income or annual deferred
vested benefit as of the end of any plan year may not exceed
an amount which is equivalent to an annual retirement income
or deferred vested benefit payable for life only (not taking
into account that portion of any joint and survivor annuity
which constitutes a qualified joint and survivor annuity under
the Internal Revenue Code), equal to $160,000 (or such greater
amount as may be determined by the Commissioner of Internal
Revenue for calendar years which begin with or within that
plan year). If payment of a participant's retirement income or
deferred vested benefit begins before he attains age 62, such
limitation shall be reduced so that it is equivalent to an
annual benefit of $160,000 commencing at age 62. If payment of
a participant's
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monthly retirement income begins after he attains age 65, such
limitation shall be increased so that it is equivalent to an
annual benefit of $160,000 commencing at age 65."
6. By substituting the following for subparagraph 17.2(b) of
the plan, effective January 1, 2002:
(b) The present value of a participant's accrued benefits
or account balances shall be increased by the
distributions made with respect to the participant
under the plan and any plan aggregated with the plan
under Section 416(g)(2) of the Internal Revenue Code
during the 1-year period ending on the determination
date. The preceding sentence shall also apply to
distributions under a terminated plan which, had it
not been terminated, would have been aggregated with
the plan under Section 416(g)(2)(A)(i) of the
Internal Revenue Code. In the case of a distribution
made for a reason other than severance from
employment, death, or disability, this provision
shall be applied by substituting '5-year period' for
'1-year period.' The accrued benefits and accounts of
any individual who has not performed services for the
employer during the 1-year period ending on the
determination date shall not be taken into account."
7. By substituting the following for subsection 17.3 of the
plan, effective January 1, 2002:
"17.3 Key Employee
Key employee means any employee or former employee (including any
deceased employee) who at any time during the plan year that includes
the determination date was an officer of the employer having annual
compensation greater than $130,000 (as adjusted under Section 416(i)(1)
of the Internal Revenue Code for plan years beginning after December
31, 2002), a 5-percent owner of the employer, or a 1-percent owner of
the employer having annual compensation of more than $150,000. For this
purpose, annual compensation means compensation within the meaning of
Section 415(c)(3) of the Internal Revenue Code. The determination of
who is a key employee will be made in accordance with Section 416(i)(1)
of the Internal Revenue Code and the applicable regulations and other
guidance of general applicability issued thereunder."
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8. By substituting the following for Paragraph A-6 of Exhibit
A to the plan, effective January 1, 2003:
"A-6. Mortality. The mortality factors under the plan shall be
taken from the 1994 Uninsured Pensioner Mortality Table projected to
2002 (UP94@2002) with weighted annuity factors assuming a population of
90 percent males and 10 percent females. Notwithstanding the above, for
purposes of determining the lump sum actuarially equivalent value of a
participant's benefit, the mortality factors shall be those set forth
in the unisex table (50% male/50% female) described in Revenue Ruling
2001-62."
9. By substituting the following for the third paragraph of
Step 2 of subparagraph 2 of Paragraph A-8 of Exhibit/Supplement A to the plan,
effective January 1, 2003:
"If the age at which the benefit is payable is less
than 62, the age-adjusted dollar limit is determined
by reducing the age-adjusted dollar limit at age 62
on an actuarially equivalent basis. In general, Code
Section 415(b)(2)(E)(ii) and (v) require that the
reduced age-adjusted dollar limit be the lesser of
the equivalent amount computed using the plan rate
and plan mortality table (or plan tabular factor)
used for actuarial equivalence for early retirement
benefits under the plan and the amount computed using
5 percent interest and the applicable mortality table
prescribed under Revenue Ruling 2001-62 (used to the
extent described in Q&A-6 of Revenue Ruling 98-1
which provides that for purposes of adjusting any
limitation under Code Section 415(b)(2)(C) or (D), to
the extent a forfeiture does not occur upon death,
the mortality decrement may be ignored prior to age
62 and must be ignored after Social Security
Retirement Age)."
IN WITNESS WHEREOF, the company has caused these presents to
be signed by its officer thereunto duly authorized this 22nd day of August,
2002.
USG CORPORATION
By:
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Vice President, Compensation,
Benefits And Administration
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