Investor Presentaiton

Key transaction terms BORAL® USG Structure Management Governance Funding ■ USG's and Boral's respective assets to be contributed into the joint venture ■ USG to make US$500m initial payment, then two potential earn outs: US$25m after 3 years and US$50m after 5 years upon achieving earnings targets ■ CEO will be Frederic de Rougemont, Boral Gypsum ■ CFO will be Paul Monzella, USG Corporation ■ Joe Holmes, Chief Technology Officer, and Bill Hogan, VP Product Adjacencies, from USG Corporation will be executives ■ Finance and Technical Committees will provide oversight and assistance to joint venture management Chairman will be Jennifer Scanlon, USG Corporation (no casting vote) ■ Right to appoint chairman will rotate every two years ■ Board will consist of equal nominee directors from Boral and USG for as long as they hold 50:50 interests ■ Joint venture expected to be self funding with ability to borrow in its own right, subject to JV Board approval " Targeted dividend distribution of 50% of after-tax profit Key transaction terms Intellectual Property 25 25 BORAL® USG ■ Joint venture granted exclusive royalty-fee rights in the Territory to current Boral IP and USG IP, including improvements to current technology ■ Exclusive option during the term to licence future "breakthrough IP" developed by USG and Boral ■ Exclusive option during the term to licence "adjacent IP" generated by USG Distribution rights ■ Exclusive distribution rights for USG products in the JV Territory during the term Non-compete Transfer of interest / change of control ■ Joint venture parties will not compete with the joint venture in the defined Territory Party who exits the joint venture will not compete until the later of the third anniversary of their exit, or 10 years from the commencement of the joint venture 7 year standstill on transfer of interest in joint venture Pre-emptive rights including right of first offer, last right to buy and tag-along right for non-selling party Change of control, which applies to any entity in the chain of ownership, including the parent companies, triggers a call option for the other party at fair market value 26

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