EXHIBIT 4.1
COMMON STOCK COMMON STOCK
PAR VALUE $.10 PER SHARE THIS CERTIFICATE IS
TRANSFERABLE IN
CANTON MA AND JERSEY
CITY NJ
Certificate
Number Shares
**600620******
WWWW 00000000 ***600620*****
****600620****
*****600620***
******600620**
USG Corporation
INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE
THIS CERTIFIES THAT MR. SAMPLE & MRS. SAMPLE & CUSIP 903293 40 5
MR. SAMPLE & MRS. SAMPLE
SEE REVERSE FOR CERTAIN
DEFINITIONS
is the owner of ***SIX HUNDRED THOUSAND SIX HUNDRED AND TWENTY SIX***
FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
USG Corporation (hereinafter called the "Corporation"), transferable on the
books of the Corporation by the owner in person or by duly authorized attorney
upon surrender of this Certificate properly endorsed. This Certificate and the
shares represented hereby are issued and shall be held subject to all of the
provisions of the Certificate of Incorporation of the Corporation and all
amendments thereto (copies of which are on file with the Transfer Agent), to all
of which each holder, by acceptance hereof, assents. This Certificate is not
valid unless countersigned by the Transfer Agent and registered by the
Registrar.
In Witness Whereof, the Corporation has caused this Certificate to be signed by
its duly authorized officers, and its corporate seal to be hereunto affixed.
Chairman of the Board and Chief Executive Officer
DATED (Month Day, Year)
COUNTERSIGNED AND REGISTERED:
COMPUTERSHARE INVESTOR SERVICES,
LLC.
(CHICAGO)
TRANSFER AGENT AND REGISTRAR
Corporate Secretary
Corporate Secretary
USG Corporation
This Certificate also evidences and entitles the holder hereof to certain Rights
as set forth in a Rights Agreement, dated as of December 21, 2006 (the "Rights
Agreement"), adopted by USG Corporation, the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
executive offices of USG Corporation. The Rights are not exercisable prior to
the occurrence of certain events specified in the Rights Agreement. Under
certain circumstances, as set forth in the Rights Agreement, such Rights may be
redeemed, may be exchanged, may expire, may be amended, or may be evidenced by
separate certificates and no longer be evidenced by this Certificate. USG
Corporation will mail to the holder of this Certificate a copy of the Rights
Agreement, as in effect on the date of mailing, without charge promptly after
receipt of a written request therefore. Under certain circumstances as set forth
in the Rights Agreement, Rights that are or were beneficially owned by an
Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such
terms are defined in the Rights Agreement) may become null and void.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT- ___________ Custodian
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right UNIF TRF MIN ACT Custodian (until age ___)
of survivorship
and not as tenants in common (Cust)
(Minor) under Uniform Transfers to Minors Act ____
(State)
</TaBLE>
Additional abbreviations may also be used though not in the above list.
The Corporation will furnish without charge to each stockholder who so requests
the designations, preferences and relative, participating, optional or other
special rights of each class of stock or series of the Corporation and the
qualifications, limitations or restrictions of such preferences and rights. Such
request may be made to the corporation, at its headquarters, Chicago,
Illinois.
keep this certificate in a safe place. if it is lost, stolen or destroyed the
corporation may require a bond of indemnity as a condition to the issuance of a
replacement certificate.
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
For value received, ____________ hereby sell, assign and transfer unto
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint Shares
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Attorney Signature(s) Guaranteed: Medallion
Guarantee Stamp THE SIGNATURE(S) SHOULD
BE GUARANTEED BY AN ELIGIBLE GUARANTOR
Dated: __________ 20__ INSTITUTION (Banks, Stockbrokers,
Savings and Loan Associations and Credit
Unions) WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM,
Signature: PURSUANT TO S.E.C. RULE 17Ad-15.
--------------------------
Signature:
--------------------------
Notice: The signature to this assignment
must correspond with the name as written
upon the face of the certificate, in
every particular, without alteration or
enlargement, or any change whatever.