Registration Rights Agreement

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this " Agreement" ), dated as of January 30, 2006, is made by and between USG Corporation, a Delaware corporation (as debtor in possession and a reorganized debtor, as applicable, the " Company" ), and Berkshire Hathaway Inc., a Delaware corporation (the " Investor" ). RECITALS A. In connection with the consummation of the transactions contemplated by that certain Equity Commitment Agreement dated as of January 30, 2006 (the " Equity Commitment Agreement" ) by and between the Company and the Investor, the Investor may acquire shares of common stock, par value $0.10 per share, of the Company (the " Common Stock" ) in accordance with the provisions of the Equity Commitment Agreement (such shares, the " Investor Shares" ). B. In consideration of the Investor' s commitment to purchase, or to cause its designee to purchase, the Investor Shares pursuant to and on the terms and conditions set forth in the Equity Commitment Agreement, the Company has agreed to enter into a registration rights agreement with respect to certain securities held by Investor and certain of its Affiliates. AGREEMENTS NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein and in the Equity Commitment Agreement, and intending to be legally bound hereby, the parties hereto hereby agree as follows:Article I. Definitions For purposes of this Agreement, the following terms have the following meanings: " Affiliate" : As defined in Rule 12b-2 under the Exchange Act. " Blackout Period" : Any period during which, in accordance with Article IV , the Company is not required to effect the filing of a Registration Statement or is entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of a Registration Statement. " Business Day" : Any day, other than a Saturday or Sunday, on which national banking institutions in New York, New York, are open. " Company" : As defined in the introductory paragraph hereof. " Exchange Act" : The Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations of the SEC thereunder.


" Filing Date" : (a) With respect to a Registration Statement to be filed on Form S-1 (or any applicable successor form), not later than 90 days after receipt by the Company of a request for such Registration Statement and (b) with respect to a Registration Statement to be filed on Form S-3 (or any applicable successor form), not later than 60 days after receipt by the Company of a request for such Registration Statement. " Free Writing Prospectus" : A free writing prospectus as defined in Rule 405 under the Securities Act. " Holders" : The Investor or any member of the Restricted Group (as defined in the Shareholder' s Agreement) that is or becomes the owner of Registrable Securities. " Indemnified Party" : As defined in Section 6.3 . " Indemnifying Party" : As defined in Section 6.3 . " Issuer Free Writing Prospectus" : An issuer free writing prospectus as defined in Rule 433 under the Securities Act. " Losses" : As defined in Section 6.1 . " Other Holders" : Any Person having rights to participate in a registration of the Company' s securities. " Permitted Free Writing Prospectus" : As defined in Article VII . " Person" : Any individual, corporation, general or limited partnership, limited liability company, joint venture, trust or other entity or association, including without limitation any governmental authority. " Piggyback Notice" : As defined in Section 3.1 . " Piggyback Registration" : As defined in Section 3.1 . " Prospectus" : The prospectus included in the applicable Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all amendments (including post-effective amendments) and including all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. " Registrable Securities" : (a) Any shares of Common Stock held by any of the Holders now or at any time in the future and (b) any securities paid, issued or distributed in respect of any such shares by way of stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise; provided , however , that as to any Registrable Securities, such securities will irrevocably cease to constitute Registrable Securities upon the earliest to occur of: (i) the date on which the securities are disposed of pursuant to an

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effective registration statement under the Securities Act; (ii) the date on which the securities are distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act; (iii) the date on which the securities may be freely sold publicly without registration under the Securities Act; (iv) the date on which the securities have been transferred to any Person other than a Holder; (v) the date on which the securities cease to be outstanding; and (vi) the seventh anniversary of the first day of the Standstill Period (as defined in the Shareholder' s Agreement); provided , that this subsection (vi) shall not apply with respect to the Investor Additional Shares (as defined in the Equity Commitment Agreement) held by the Holders if such Investor Additional Shares exceed 1% of the then-outstanding Common Stock. " Registration Expenses" : As defined in Section 5.4(a) . " Registration Statement" : Any registration statement of the Company under the Securities Act that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the related Prospectus, all amendments and supplements to such registration statement (including post-effective amendments), and all exhibits and all materials incorporated by reference or deemed to be incorporated by reference in such registration statement. " Required Period" : With respect to a " shelf registration" requested pursuant to Section 2.1(b) , two years following the first day of effectiveness of such Registration Statement, and with respect to any other Registration Statement, 90 days following the first day of effectiveness of such Registration Statement. " Rule 144" : Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. " SEC" : The United States Securities and Exchange Commission and any successor United States federal agency or governmental authority having similar powers. " Securities Act" : The Securities Act of 1933, as amended, or any successor statute, and the rules and regulations of the SEC thereunder. " Shareholder' s Agreement" : That certain Shareholder' s Agreement dated as of January 30, 2006 by and between the Company and the Investor. " Underwritten Registration" or " Underwritten Offering" : A registration in which securities of the Company are sold to an underwriter for reoffering to the public.Article II. Demand Registration 2.1 Right to Demand Registration . (a) At any time and from time to time, any Holder or group of Holders representing at least 75% of all Registrable Securities may request in writing that the

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Company effect the registration of all or part of such Holder' s or Holders' Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request will specify (i) the then current name and address of such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registered, (iii) the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder' s or Holders' Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided , however , that the Company will not be required to take any action pursuant to this Article II : (A) if prior to the date of such request, the Company has effected three registrations pursuant to this Article II ; (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders; or (E) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a " shelf registration" for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. 2.2 Effective Demand Registrations . (a) The Company may satisfy its obligations under Section 2.1 by amending (to the extent permitted by applicable law) any registration statement previously filed by the Company under the Securities Act so that such amended registration statement will permit the disposition (in accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for

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which a demand for registration has been properly made under Section 2.1 . If the Company so amends a previously filed registration statement, it will be deemed to have effected a registration for purposes of Section 2.1 ; provided that the date such registration statement is amended pursuant to this Section 2.2(a) shall be the " the first day of effectiveness" of such registration statement for purposes of determining the Required Period with respect to such registration statement. (b) A registration requested pursuant to Section 2.1 will not be deemed to be effected by the Company for purposes of Section 2.1 if it has not been declared effective by the SEC or become effective in accordance with the Securities Act and kept effective as contemplated by Section 2.3 . 2.3 Continuous Effectiveness of Registration Statement . (a) The Company will use its reasonable efforts to keep a Registration Statement that has become effective as contemplated by this Article II continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the SEC, until the earlier of (a) the expiration of the Required Period (subject to extension pursuant to Section 2.3(b) or Section 5.3 ) and (b) the date on which all Registrable Securities covered by such Registration Statement (i) have been disposed of pursuant to such Registration Statement or (ii) cease to be Registrable Securities; provided , however , that in no event will such period expire prior to the expiration of the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 promulgated thereunder. (b) In the event of any stop order, injunction or other similar order or requirement of the SEC relating to any Registration Statement, the Required Period for such Registration Statement will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. 2.4 Underwritten Demand Registration . (a) In the event that a registration requested pursuant to Section 2.1 is to be an Underwritten Registration, the Company shall in its reasonable discretion and with the consent of the Investor (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto. All Holders proposing to distribute their securities through an Underwritten Offering agree to enter into an underwriting agreement with the underwriters, provided that the underwriting agreement is in customary form and reasonably acceptable to the Holders of a majority of the Registrable Securities to be included in the Underwritten Offering. (b) If so requested (pursuant to a timely notice) by the managing underwriter for the Underwritten Offering relating thereto, the Company will agree not to effect any underwritten public sale or distribution of any securities that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as,

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or similar to, the Registrable Securities, during a period specified by the managing underwriter not to exceed 30 days. 2.5 Priority on Demand Registrations . No securities to be sold for the account of any Person other than a Holder (including the Company) shall be included in a registration pursuant to Section 2.1 if, in the case that such registration is to be an Underwritten Registration, the managing underwriter of the Underwritten Offering relating thereto advises the Holders (or, in the case that such registration is not to be an Underwritten Registration, the Holders requesting registration determine in good faith) that the total amount of Registrable Securities requested to be registered, together with such other securities that the Company and any Other Holders propose to include in such offering is such as to adversely affect the success of such offering, then the Company will include in such registration all Registrable Securities requested to be included therein, up to the full amount that, in the view of such managing underwriter or such Holders requesting registration, as the case may be, can be sold without adversely affecting the success of such offering, before including any securities of any Person (including the Company) other than the Holder(s) making such request. 2.6 Revocation of Demand Registration . Holders of at least a majority of the Registrable Securities to be included in a Registration Statement pursuant to Section 2.1 may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke their request to have Registrable Securities included therein by providing a written notice to the Company. In the event such Holders of Registrable Securities revoke such request, either (a) the Holders of Registrable Securities who revoke such request shall reimburse the Company for all of its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement or (b) the requested registration that has been revoked will be deemed to have been effected for purposes of Section 2.1 .Article III. Piggyback Registration 3.1 Right to Piggyback . If at any time, and from time to time, the Company proposes to file a registration statement under the Securities Act with respect to an offering of any class of equity securities (other than a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or any successor form thereto relating solely to the sale of securities to employees, directors, officers, consultants or advisors of the Company or its Affiliates pursuant to a stock option, stock purchase or similar benefit plan or (c) relating solely to a transaction under Rule 145 under the Securities Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company will give written notice (the " Piggyback Notice" ) of such proposed filing to the Holders at least 10 Business Days before the anticipated filing date. Such notice will include the number and class of equity securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such equity securities, any proposed managing underwriter of such equity securities and a good faith estimate by the Company of the proposed maximum offering price of such equity securities as such price is proposed to appear on the facing page of

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such registration statement, and will offer the Holders the opportunity to register such amount of Registrable Securities as each Holder may request on the same terms and conditions as the registration of the Company' s or Other Holders' securities, as the case may be (a " Piggyback Registration" ). The Company will include in each Piggyback Registration all Registrable Securities for which the Company has received written requests for inclusion within 5 Business Days after delivery of the Piggyback Notice, subject to Section 3.2 . 3.2 Priority on Piggyback Registrations . (a) If the Piggyback Registration is an Underwritten Offering, the Company will cause the managing underwriter of that proposed offering to permit the Holders that have requested Registrable Securities to be included in the Piggyback Registration to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company. Notwithstanding the foregoing, if the managing underwriter of such Underwritten Offering advises the Company and the selling Holders that, in its view, the total amount of securities that the Company, such Holders and any Other Holders propose to include in such offering is such as to adversely affect the success of such Underwritten Offering, then: (i) if such Piggyback Registration is a primary registration by the Company for its own account, the Company will include in such Piggyback Registration: (A) first, all securities to be offered by the Company; (B) second, (1) if Registrable Securities constitute 10% or more of the outstanding securities of any class of equity securities of the Company, up to the full amount of securities requested to be included in such Piggyback Registration by the Holders, or (2) if Registrable Securities constitute less than 10% of the outstanding securities of any class of equity securities of the Company, up to the full amount of securities requested to be included in such Piggyback Registration by the Holders and any Other Holders having registration rights on a pari passu basis, allocated pro rata among such holders, on the basis of the amount of securities requested to be included therein by each such holder; and (C) third, up to the full amount of securities requested to be included in such Piggyback Registration by any Other Holders in accordance with the priorities, if any, then existing among the Company and the Other Holders so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the success of such Underwritten Offering; and (ii) if such Piggyback Registration is an underwritten secondary registration for the account of holders of securities of the Company, the Company will include in such registration: (A) first, all securities of the Persons exercising " demand" registration rights requested to be included therein; (B) second, up to the full amount of securities proposed to be included in the registration by the Company, (C) third, up to the full amount of securities requested to be included in such Piggyback Registration by the Holders and any Other Holders having registration rights on a pari passu basis, allocated pro rata among such holders,

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on the basis of the amount of securities requested to be included therein by each such holder; and (D) fourth, up to the full amount of securities requested to be included in such Piggyback Registration by the Other Holders in accordance with the priorities, if any, then existing among the Company and the Other Holders so that the total amount of securities ...