EXHIBIT 10.8 Amendment No. 2 To USG Corporation Stock Compensation Program For Non-Employee Directors (As Amended and Restated as of January 1, 2005) Section 9.1 of the USG Corporation Stock Compensation Program for Non-Employee Directors (As Amended and Restated as of January 1, 2005, as amended) is amended to read in its entirety as follows: 9.1 ANNUAL GRANT IN CASH OR EQUITY. Each non-employee director of the Corporation shall receive an annual grant equal to $80,000 or a proportionate share of such grant based on full months of service as a non-employee director since the prior July 1, normally payable in cash in a lump sum. The regular Grant Date each year shall be July 1, commencing July 1, 2007. Notwithstanding the foregoing, in lieu of such a lump sum cash payment a Participant may elect, in a writing filed with the Corporate Secretary of the Corporation, to receive payment in an equivalent amount in Shares valued at the Fair Market Value of a Share on the last trading date preceding the Grant Date. March 23, 2007