SUPPLEMENTAL TAX SHARING AGREEMENT
This SUPPLEMENTAL TAX SHARING AGREEMENT (this "Agreement"), dated as of September 13, 1996,
is made and entered into by and between LOCKHEED MARTIN CORPORATION, a Maryland corporation
("Lockheed Martin"), and MARTIN MARIETTA MATERIALS, INC., a North Carolina corporation
1. Materials is a New York Stock Exchange listed corporation. Lockheed Martin owns, directly or indirectly
through its wholly owned subsidiary, Martin Marietta Investments, Inc., 37,350,000 shares (approximately 81%
of the outstanding shares) of Materials Common Stock (as defined in Section 1.1).
2. Lockheed Martin has determined to distribute all of the shares it owns in Materials to Lockheed Martin
stockholders by means of a transaction (the "Transaction") intended to qualify as a Tax-Free Distribution (as
defined in Section 1.1).
3. Due to compelling strategic business considerations, Lockheed Martin's and Materials' Boards of Directors
have determined that it is in the best interests of the corporations and their stockholders and shareholders to
effect the Transaction.
4. The Board of Directors of Materials has determined that Materials will realize significant independent benefits
as a result of the Transaction, which benefits will include, among other things: (a) facilitating the future issuance by
Materials of its stock to finance strategic acquisitions in pursuit of its growth strategy; (b) permitting Materials to
implement more effective management stock incentive programs and employee stock compensation programs;
(c) permitting Materials to have direct control over its administrative costs; and (d) allowing Materials' credit
rating to be evaluated independently of Lockheed Martin's credit rating.
4. Lockheed Martin and Materials desire to provide for the allocation of the tax liabilities that would result in the
event of a Failure (as defined in Section 1.1).
NOW, THEREFORE, in consideration of the premises and the covenants and agre