MARTIN MARIETTA MATERIALS, INC.
AMENDED AND RESTATED
STOCK-BASED AWARD PLAN
ADOPTED: MAY 8, 1998
AS AMENDED MAY 1998
AND AUGUST 2000
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
SECTION 1. ESTABLISHMENT AND PURPOSE
The Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (the "Plan") was adopted
by the shareholders of the Corporation in a manner that complies with Section 162(m) at the shareholders
meeting held on May 8, 1998, and subsequently amended and restated by the Board of Directors at its meeting
on May 8, 1998 and again on August 17, 2000.
The purpose of this Plan is to benefit the Corporation's shareholders by encouraging high levels of performance
by individuals who are key to the success of the Corporation and to enable the Corporation to attract, motivate,
and retain talented and experienced individuals essential to its continued success. This is to be accomplished by
providing such employees and directors an opportunity to obtain or increase their proprietary interest in the
Corporation's performance and by providing such employees and directors with additional incentives to remain
with the Corporation.
SECTION 2. DEFINITIONS
The following terms, as used herein, shall have the meaning specified:
"Affiliate" of a person means any entity directly or indirectly controlling, controlled by or under direct or indirect
common control with such person.
"Award" means an award granted pursuant to Section 4 hereof.
"Award Agreement" means an agreement described in Section 7 hereof entered into between the Corporation
and a Participant, setting forth the terms and conditions applicable to the Award granted to the Participant.
"Board of Directors" means the Board of Directors of the Corporation as it may be comprised from time to time.
"Code" means the Internal Revenue Code of 1986, as amended from time to time.
"Committee" means a committee composed of members o