MARTIN MARIETTA MATERIALS, INC.
AMENDED OMNIBUS SECURITIES AWARD PLAN
ADOPTED: FEBRUARY 1994
AS AMENDED SEPTEMBER 1996
SECTION 1. ESTABLISHMENT AND PURPOSE
The Martin Marietta Materials, Inc. Amended Omnibus Securities Plan (the "Plan") is an amendment and
restatement of the Martin Marietta Materials, Inc. Omnibus Securities Award Plan (the "1994 Plan"), which
effectiveness is subject to the adoption of the Plan by the shareholders of the Corporation in a manner that
complies with Section 162(m).
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 an opportunity to obtain or increase their proprietary interest in the Corporation's
performance and by providing such employees 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 6 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 of, and designated by, the Board of Directors and
consisting solely of persons who are both (i) "non-employee directors" within the meaning of Rule 16b-3, and (ii)