New York, December 2, 2008—Shearman & Sterling represented Fairfax Financial Holdings Limited in its purchase of $100 million aggregate principal amount of 10% contingent convertible senior notes due 2018 of USG Corporation. Concurrently, Berkshire Hathaway Inc. purchased $300 million aggregate principal amount of the convertible notes.

The notes will initially bear interest at a rate of 10 percent per annum. In accordance with New York Stock Exchange rules, USG will seek shareholder approval to allow conversion of the notes into shares of USG common stock. Assuming an affirmative vote of USG’s shareholders, the notes will become convertible into shares of USG common stock at a conversion price of $11.40 per share. If shareholder approval is not obtained prior to the 135th day after closing of the sale of the notes, the notes will bear interest at 20 percent per annum until after shareholder approval is obtained. In connection with the issuance of the notes, USG has granted Fairfax demand and piggyback registration rights with respect to all of the notes and shares of USG common stock held by Fairfax and its affiliates.

Fairfax is a financial services holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management. USG, through its subsidiaries, is a Chicago-based manufacturer and distributor of high-performance building systems.

For additional information, contact Ron Brandsdorfer | New York | T +1.212.848.5081 |