Exhibit 10.2






MARTIN MARIETTA MATERIALS, INC.

AMENDED AND RESTATED

SUPPLEMENTAL EXCESS RETIREMENT PLAN




SECTION 1. ESTABLISHMENT AND PURPOSE OF PLAN




     The Martin Marietta Materials, Inc. Supplemental Excess Retirement Plan (“Plan”) is hereby
established by Martin Marietta Materials, Inc., a North Carolina corporation (the “Corporation”).
The purpose of this Plan is to provide additional, supplemental benefits to employees of Martin
Marietta Materials, Inc. and certain of its subsidiaries or affiliates to replace vested retirement
and death benefits that would otherwise be payable under certain other retirement plans of the
Corporation and such subsidiaries or affiliates but for:



     (1) the limitations of Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as
amended (“Code”); and



     (2) the incidental death benefit rule of Treas. Reg. § 1.401-1(b)(1)(i).



     Lockheed Martin Corporation, as successor to Martin Marietta Corporation, maintained the
Martin Marietta Corporation Supplemental Excess Retirement Plan (the “Martin Marietta Corporation
Plan”) effective September 28, 1978. This Plan is intended to supersede and replace the Martin
Marietta Corporation Plan with respect to Employees covered by this Plan.



     This Plan is intended to be unfunded and is maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated employees.



SECTION 2. DEFINITIONS




     The following terms as used in this Plan shall have the following meanings:



     “Administrator” (within the meaning of Section 3(16)(A) of ERISA) means Martin
Marietta Materials, Inc. Martin Marietta Materials, Inc.’s responsibilities as Administrator,
under this Plan and under law, shall, except as otherwise provided in this Plan, be carried out by
or under the supervision of a Benefit Plan Committee appointed by and serving at the pleasure of
Martin Marietta Materials, Inc.



     “Base Salary” means the highest annual rate of base salary that the Employee receives
from the Corporation or its affiliates in any pay period within the twelve-month period ending on
the date of a Change of Control.



     “Board” means the Board of Directors of the Corporation.



     “Cause” means the Employee’s having been convicted in a court of competent
jurisdiction of a felony or has been adjudged by a court of competent jurisdiction to be liable for



 









 







fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to
the Company, and such conviction or adjudication has become final and non-appealable. The Employee
shall not be deemed to have been terminated for Cause, unless the Corporation shall have given the
Employee (A) notice setting forth, in reasonable detail, the facts and circumstances claimed to
provide a basis for termination for Cause, (B) a reasonable opportunity for the Employee, together
with his counsel, to be heard before the Board and (C) a notice of termination stating that, in the
reasonable judgment of the Board, the Employee was guilty of conduct set forth in the preceding
sentence, and specifying the particulars thereof in reasonable detail.



     “Change of Control” means:



          (i) The acquisition on or after October 18, 1996 by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (an “Acquiring Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 40% or more of either (A) the fully diluted shares of common
stock of the Corporation, as reflected on the Corporation’s financial statements (the “Outstanding
Corporation Common Stock”), or (B) the combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in the election of directors (the
“Outstanding Corporation Voting Securities”); provided, however, that for purposes of this
subsection (i), the following acquisitions shall not constitute a Change of Control: (X) any
acquisition by the Corporation or any “affiliate” of the Corporation, within the meaning of 17
C.F.R. § 230.405 (an “Affiliate”), (Y) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Corporation or any Affiliate of the Corporation or (Z) any
acquisition by any entity pursuant to a transaction which complies with clauses (A), (B) and (C) of
subsection (iii) of this definition; or



          (ii) Individuals who constitute the Incumbent Board cease for any reason to constitute at
least a majority of the Board; or



          (iii) Consummation of a reorganization, merger or consolidation or sale or other disposition
of all or substantially all of the assets of the Corporation (a “Business Combination”), in each
case, unless, following such Business Combination, (A) all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common
Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a corporation which as a
result of such transaction owns the Corporation or all or substantially all of the Corporation’s
assets either directly or through one or more subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Business Combination, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may be, and (B) no Person
(excluding any employee benefit plan (or related trust) sponsored or maintained by the Corporation
or any Affiliate of the Corporation, or such corporation resulting from such Business Combination
or any Affiliate of



 









 







such corporation) beneficially owns, directly or indirectly, 40% or more of, respectively, the
fully diluted shares of common stock of the corporation resulting from such Business Combination,
as reflected on such corporation’s financial statements, or the combined voting power of the then
outstanding voting securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (C) at least a majority of the members of the board of
directors of the corporation resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or



          (iv) Approval by the shareholders of the Corporation of a complete liquidation or dissolution
of the Corporation.



     “Corporation” means Martin Marietta Materials, Inc.



     “Death” means a death that occurs other than by reason of suicide.



     “Disability” means a medically determined physical or mental impairment that qualifies
the Employee for benefits under the Company’s long-term disability program, provided that the
Employee would be considered “disabled” under Treas. Reg. § 1.409A-3(i)(4). An Employee shall not
be deemed to have incurred a Disability until such benefits actually become payable (i.e., after
any applicable waiting period). If the Corporation does not maintain a long-term disability
program, or if the Employee does not elect coverage under such program, Disability shall have the
meaning ascribed to it by Treas. Reg. § 1.409A-3(i)(4).



     “Employee” means a person employed by the Corporation or a subsidiary or affiliate and
who is a participant of a Retirement Plan of the Corporation.



     “Good Reason” means (i) a good faith determination by the Employee that the
Corporation or any of its officers has (A) taken any action which materially and adversely changes
the Employee’s position (including titles), authority or responsibilities with the Corporation or
reduces the Employee’s ability to carry out his duties and responsibilities with the Corporation or
(B) has failed to take any action where such failure results in material and adverse changes in the
Employee’s position, (including titles), authority or responsibilities with the Corporation or
reduces the Employee’s ability to carry out his duties and responsibilities with the Corporation;
(ii) a reduction in the Employee’s Base Salary or other forms of compensation (including, without
limitation, any equity compensation); or (iii) requiring the Employee to be employed at any
location more than 35 miles further from his principal residence than the location at which the
Employee was employed immediately preceding the Change of Control, in any case of (i), (ii) or
(iii) without the Employee’s prior written consent.



     “Incumbent Board” means a member of the Board of Directors of the Corporation who is
not an Acquiring Person, or an affiliate (as defined in Rule 12b-2 of the Exchange Act) or an
associate (as defined in Rule 12b-2 of the Exchange Act) of an Acquiring Person, or a
representative or nominee of an Acquiring Person.



 









 





     “Lump Sum Value” means the actuarial present value of a Participant’s benefits based
upon the assumptions used to determine lump sum value under the applicable provisions of the
Retirement Plan for the purpose of determining whether the Retirement Plan benefit shall be paid in
a lump-sum settlement, provided that for the purposes of this Plan the applicable look-back month
shall be second calendar month immediately preceding the calendar month that contains the annuity
starting date for the distribution. Notwithstanding anything in this Plan to the contrary, the
Corporation cannot amend this Plan to revise the definition of “Lump Sum Value” or to revise any of
the assumptions, components or inputs used to calculate Lump Sum Value.



     “Participant” means an Employee to whom this Plan applies as provided in Section 3 or,
(except as otherwise prohibited by the context) upon and following such Participant’s death, his
surviving spouse or beneficiary(ies), if any, with respect to any death benefit payable to them
under this Plan.



     “Retirement Plan” means the Martin Marietta Materials, Inc. Pension Plan for Salaried
Employees as in effect from time to time (including such plan as it may be renamed and including
any successor plan thereto for salaried employees or the portion of a plan which portion is a
separate benefit structure for salaried employees and is a successor thereto).



     “Termination of Employment” means any cessation of a Participant’s employment by the
Corporation that constitutes a “separation from service” within the meaning of Treas. Reg.
1.409A-1(h), including any such cessation by reason of death, which shall be deemed to occur
immediately following the date on which the Participant separates from service.



     “Tier One Participants” means the Participants listed on Exhibit A to this Plan.



SECTION 3. ELIGIBILITY




     This Plan shall apply to any Employee who is a participant in the Retirement Plan and whose
benefits under the Retirement Plan are limited or reduced by the limitations of Section 401(a)(17)
or 415 of the Code, and, in the case of death, whose death benefits under the Retirement Plan are
limited or reduced by the incidental death benefit rule of Treas. Reg. § 1.401-1(b)(1)(i).



SECTION 4. AMOUNT OF BENEFITS




     4.1 A Participant shall receive a retirement from this Plan equal to the excess, if any, of
(1) the benefit (adjusted by Section 11 if applicable) that would have been paid under the
Retirement Plan (as the same may be in effect from time to time) if the Retirement Plan did not
include the limitations imposed by Sections 401(a)(17) and 415 of the Code over (2) the benefit
actually payable under the Retirement Plan.



     4.2 The designated Retirement Plan beneficiary of a Participant who is entitled to receive a
death benefit under Article VIII, Pre-Retirement Death Benefit, of the Retirement Plan shall
receive a lump sum pre-retirement death benefit from this Plan equal to the excess, if any, of (1)
the lump sum pre-retirement death benefit which would have been paid to such designated



 









 







beneficiary pursuant to the Retirement Plan if such payment were not limited by (i) Section
401(a)(17) of the Code and (ii) the incidental death benefit rule of Treas. Reg. § 1.401-1(b)(1)(i)
(as interpreted in Revenue Ruling 85-15) over (2) the lump sum death benefit actually payable under
Article VIII of the Retirement Plan.



     4.3 The surviving spouse of a Participant who is entitled to receive a death benefit under
Article VII, Pre-Retirement Surviving Spouse Benefit, of the Retirement Plan shall receive a lump
sum pre-retirement death benefit actuarially equivalent to the pre-retirement surviving spouse
annuity from this Plan equal to the excess, if any, of (1) the pre-retirement surviving spouse
annuity benefit which would have been paid to such surviving spouse pursuant to the Retirement Plan
if such payment were not limited by (i) Sections 401(a)(17) and 415 of the Code and (ii) the
incidental death benefit rule of Treas. Reg. § 1.401-1(b)(1)(i) (as interpreted in Revenue Ruling
85-15) over (2) the pre-retirement surviving spouse annuity benefit actually payable under Article
VII of the Retirement Plan.



     4.4 In no event shall the computation of benefits under this Plan take into account any
service performed by a Participant after separation from employment with the Corporation or its
subsidiaries and affiliates. (This limitation is not intended to prevent the addition of years of
credited service as provided in Section 11.) 



     4.5 Benefits shall be payable under this Plan only to Participants who retire or otherwise
terminate employment from the Corporation or any designated subsidiary or affiliate after the
effective date of this Plan or, with respect to death benefits under Sections 4.2 and 4.3, who die
after the effective date of this Plan. (Any former Employee who was covered under the Martin
Marietta Corporation Plan and whose benefits commenced prior to such effective date under the
Martin Marietta Corporation Plan shall continue to receive from this Plan the same benefits such
former Employee was receiving under the Martin Marietta Corporation Plan.) The benefit payable to
or with respect to a Participant under this Plan shall be determined based on the Participant’s
entire Retirement Plan benefit without distinction as to what part of such benefit, if any, may
have accrued before and what part after the effective date of this Plan.



     4.6
Except as otherwise provided in Section 11.3, a Participant shall be entitled to receive vested retirement and death benefits under
this Plan if and only if the Participant’s retirement benefit under the Retirement Plan is
vested. 



SECTION 5. PAYMENTS OF BENEFITS




     5.1 Any benefit payable under the Plan shall be paid upon the lapse of six months following
the Participant’s Termination of Employment in the form of a cash lump sum payment equal to the
Lump Sum Value of the benefits as of the date of such Termination of Employment.



     5.2 If the Lump Sum Value of the benefit under this Plan and any other deferred amounts under
agreements, methods, programs, or other arrangements treated with the Plan as a single nonqualified
deferred compensation plan under Treas. Reg. 1.409A-1(c)(2) is not greater than the applicable
dollar amount under Section 402(g)(1)(B) of the Code as of the Participant’s Termination of
Employment (or at such other time determined by the Administrator in its discretion), the
Participant’s benefit under this Plan shall be paid out in a cash lump sum as soon



 









 







as practicable following the Participant’s Termination of Employment (or such other time determined
by the Plan Administrator).



     5.3 Any amount required to be withheld under applicable Federal, state and local income tax
laws shall be withheld from any payments under this Plan and the amount of the payments shall be
reduced by the amount so withheld.



     5.4 All payments under this Plan shall be made from the general funds of the Corporation. The
Corporation may, at its discretion, establish a trust to hold assets from which benefits payments
may be made. This Plan is intended in all events to be unfunded within the meaning of ERISA and
for all purposes under the Code. 



SECTION 6. BENEFICIARY DESIGNATION




     The Participant may designate a beneficiary to receive after the Participant’s death any
benefit payment to be made after the Participant’s death, which beneficiary is different from the
person who is receiving the Retirement Plan. Such beneficiary designation must be made and received
by the Administrator prior to the Participant’s death. In the absence of such a designation, the
benefits shall be paid to same person who is receiving the Retirement Plan benefits.



SECTION 7. AMENDMENT AND TERMINATION




     The Corporation may:



     (1) terminate this Plan with respect to future Participants or future benefit accruals for
current Participants; and



     (2) amend this Plan in any respect, at any time (except that the definition of “Lump Sum
Value” and any of the assumptions, components or inputs used to calculate Lump Sum Value may not be
amended).


However, without the agreement of the Participant, no such termination or amendment may reduce the
amount of any then accrued benefit of any Participant or otherwise diminish the rights of any
Participant with respect to such accrued benefit and any such purported termination or amendment
shall be void. The prohibition against reduction in the accrued benefit shall not be interpreted in
any manner that would result in a Participant, beneficiary or surviving spouse actually receiving
from the Retirement Plan and this Plan, combined, a benefit greater than such person would be
entitled to receive under the Retirement Plan alone (except as a result of Section 13) if the
limitations of Sections 401(a)(17) and 415 of the Code and the incidental death benefit rule of
Treas. Reg. § 1.401-1(b)(1)(i) (as interpreted in Revenue Ruling 85-15) did not apply.




SECTION 8. ADMINISTRATION




     8.1 The Corporation is the plan sponsor under Section 3(16)(B) of ERISA.



 









 





     8.2 The Administrator is the named fiduciary of this Plan and as such shall have the
authority to control and manage the operation and administration of this Plan except as otherwise
expressly provided in this plan document. The named fiduciary may designate persons other than the
named fiduciary to carry out fiduciary responsibilities under this Plan.



     8.3 The Administrator has the authority (without limitation as to other authority) to
delegate its duties to agents and to make rules and regulations that it believes are necessary or
appropriate to carry out this Plan.



     8.4 The Administrator has the discretion as a Plan fiduciary (i) to interpret and construe
the terms and provisions of this Plan (including any rules or regulations adopted under this Plan),
(ii) to determine eligibility to participate in this Plan and (iii) to make factual determinations
in connection with any of the foregoing. A decision of the Administrator with respect to any
matter pertaining to this Plan including without limitation the Employees determined to be
Participants, the benefits payable, and the construction or interpretation of any provision
thereof, shall be conclusive and binding upon all interested persons.



SECTION 9. CLAIMS PROCEDURE




     9.1 A Participant with an interest in this Plan shall have the right to file a claim for
benefits under this Plan and to appeal any denial of a claim for benefits. Any request for a Plan
benefit or to clarify the Participant’s rights to future benefits under the terms of this Plan
shall be considered to be a claim.



     9.2 A claim for benefits will be considered as having been made when submitted by the
Participant (or by such claimant’s authorized representative) to the Administrator. No particular
form is required for the claim, but the written claim must identify the name of the claimant and
describe generally the benefit to which the claimant believes he is entitled. The claim may be
delivered personally during normal business hours or mailed to the Administrator.



     9.3 The Administrator will determine whether, or to what extent, the claim may be allowed or
denied under the terms of this Plan. If the claim is wholly or partially denied, the claimant
shall be so informed by written notice within 90 days after the day the claim is submitted unless
special circumstances require an extension of time for processing the claim. If such an extension
of time for processing is required, written notice of the extension shall be furnished to the
claimant prior to the termination of the initial 90-day period. Such extension may not exceed an
additional 90 days from the end of the initial 90-day period. The extension notice shall indicate
the special circumstances requiring an extension of time and the date by which the Administrator
expects to render the final decision. If written notice of denial of a claim (in whole or in part)
is not furnished within the initial 90-day period after the claim is sent to the Administrator (or,
if applicable, the extended 90-day period), the claimant shall consider that his claim has been
denied just as if he had received actual notice of denial.



     9.4 The notice informing the claimant that his claim has been wholly or partially denied
shall be written in a manner calculated to be understood by the claimant and shall include:



 









 





          (1) The specific reason(s) for the denial.



          (2) Specific reference to pertinent Plan provisions on which the denial is based.



          (3) A description of any additional material or information necessary for the claimant to
perfect the claim and an explanation of why such material or information is necessary.



          (4) Appropriate information as to the steps to be taken if the Participant or beneficiary
wishes to submit his claim for review.



     9.5 If the claim is wholly or partially denied, the claimant (or his authorized
representative) may file an appeal of the denied claim with the Administrator requesting that the
claim be reviewed. The Administrator shall conduct a full and fair review of each appealed claim
and its denial. Unless the Administrator notifies the claimant that due to the nature of the
benefit and other attendant circumstances he is entitled to a greater period of time within which
to submit his request for review of a denied claim, the claimant shall have 60 days after he (or
his authorized representative) receives written notice of denial of his claim within which such
request must be submitted to the Administrator.



     9.6. The request for review of a denied claim must be made in writing. In connection with
making such request, the claimant or his authorized representative may:



          (1) Review pertinent documents.



          (2) Submit issues and comments in writing.



     9.7 The decision of the Administrator regarding the appeal shall be promptly given to the
claimant in writing and shall normally be given no later than 60 days following the receipt of the
request for review. However, if special circumstances (for example, if the Administrator decides
to hold a hearing on the appeal) require a further extension of time for processing, the decision
shall be rendered as soon as possible, but no later than 120 days after receipt of the request for
review. However, if the Administrator holds regularly scheduled meetings at least quarterly, a
decision on review shall be made by no later than the date of the meeting which immediately follows
the Administrator’s receipt of a request for review, unless the request is filed within 30 days
preceding the date of such meeting. In such case, a decision may be made by no later than the date
of the second meeting following the Administrator’s receipt of the request for review. If special
circumstances (for example, if the Administrator decides to hold a hearing on the appeal) require a
further extension of time for processing, the decision shall be rendered as soon as possible, but
no later than the third meeting following the Administrator’s receipt of the request for review.
If special circumstances require that the decision will be made beyond the initial time for
furnishing the decision, written notice of the extension shall be furnished to the claimant (or his
authorized representative) prior to the commencement of the extension. The decision on review
shall be in writing and shall be furnished to the claimant or to his authorized representative
within the appropriate time for the decision. If a written decision on review is not furnished
within the appropriate time, the claim shall be deemed to have been denied on appeal.



 









 





     9.8 The Administrator may, in its sole discretion, decide to hold a hearing if it determines
that a hearing is necessary or appropriate in order to make a full and fair review of the appealed
claim.



     9.9 The decision on review shall include specific reasons for the decision, written in a
manner calculated to be understood by the claimant, as well as specific references to the pertinent
Plan provisions on which the decision is based.



     9.10 A Participant must exhaust his rights to file a claim and to request a review of the
denial of his claim before bringing any civil action to recover benefits due to him under the terms
of this Plan, to enforce his rights under the terms of this Plan, or to clarify his rights to
future benefits under the terms of this Plan.



     9.11 The Administrator shall exercise its responsibility and authority under this claims
procedure as a fiduciary and, in such capacity, shall have the discretionary authority and
responsibility (1) to interpret and construe this Plan and any rules or regulations under this
Plan, (2) to determine the eligibility of Employees to participate in this Plan, and the rights of
Participants to receive benefits under this Plan, and (3) to make factual determinations in
connection with any of the foregoing.



SECTION 10. GENERAL PROVISIONS




     10.1 Nothing in this Plan shall be deemed to give any person the right to remain in the
employ of the Corporation, its subsidiaries or affiliates or affect the right of the Corporation to
terminate any Participant’s employment with or without cause.



     10.2 No right or interest of any person entitled to a benefit under this Plan shall be
subject to voluntary or involuntary alienation, assignment, or transfer of any kind.



     10.3 This Plan shall be construed and administered in accordance with the laws of the State of
North Carolina to the extent that such laws are not preempted by Federal law.



SECTION 11. CHANGE OF CONTROL




     11.1 In the event of a Change of Control, the Participant’s benefits under this Plan shall be
determined by taking into account the rules of Section 11.2 through 11.5 (including Appendix I).



     11.2 If, during the two year period following the effective date of a Change in Control, the
Corporation terminates the Participant’s employment other than for Cause or Disability, or the
Participant terminates his employment for Good Reason, or in the event of the Employee’s Death
while in active employment with the Company, or for Tier One Participants, if during the thirty
day period following the two year anniversary of the effective date of a Change of Control the
Participant terminates his employment for any reason, then the Participant’s benefits under this
Plan shall be determined and paid (i) as provided in Sections 11.3 through 11.5 if the Participant
is a party to an Employment Protection Agreement with the Corporation, and (ii) as



 









 







provided in Section 11.5 if the Participant does not have an Employment Protection Agreement
with the Corporation. The application of the provisions of Sections 11.3, 11.4 and 11.5 are
illustrated by the examples in Appendix I, which shall be deemed to be a part of this Plan. If for
any reason benefits are not payable under this Section 11, this Section 11 shall in no way apply to
or restrict the payment of benefits otherwise provided for under this Plan. For example, if
following a Change in Control the Corporation terminates the Participant’s employment for Cause,
then notwithstanding that the Participant shall not have his benefits determined and paid under
this Section 11, the Participant shall continue to be entitled to his benefits as otherwise
provided under this Plan.



     11.3 For the purpose of determining the benefit under Section 4.1, the benefit that would have
been paid under the Retirement Plan (but for the limitations of Sections 401(a)(17) and 415 of the
Code) shall be determined by taking into account (i) the amount of the Employee’s lump sum payment
under Section 3(a) of the Employee’s Employment Protection Agreement with the Corporation, as
provided in Section 11.4, and (ii) additional years of credited service equal to the number
(“multiplier”) that is multiplied by the Employee’s annual base salary and annual bonus (both as
defined in the Employee’s Employment Protection Agreement) to determine the amount of the payment
under Section 3(a) of such Employment Protection Agreement. Such
additional years of credited service shall be taken into account for
vesting purposes under the Plan. In addition, for a
Participant who is a party to an Employment Protection Agreement, there shall be no reduction for
benefit commencement prior to age 65 and as early as age 55 on the net benefit (after reduction for
the payment under the Retirement Plan) payable under this Plan.



     11.4 The lump sum payment shall be taken into account by dividing the amount of the lump sum
payment by the multiplier and by treating the Employee as having additional pensionable earnings,
for the purpose of determining the Participant’s final-average pensionable earnings, equal to such
amount for a number of additional calendar years equal to the multiplier. Moreover, such
additional calendar years shall extend the number of calendar years taken into account in
determining final-average pensionable earnings. 



     11.5 The Participant shall receive a cash lump sum payment equal to the Lump Sum Value of the
benefits determined as of the Participant’s earliest retirement date (age 55 or current age if
older) under this Plan. The actuarial present value shall be based on the mortality table
applicable under the Retirement Plan determined as of the date of the Participant’s termination of
employment and based on an interest rate of 0.0 percent. Such lump sum payment shall be paid to
the Participant upon the lapse of six months following the Participant’s Termination of Employment.



     11.6 In the event of a Change of Control, then with respect to any matter involving or
relating to a disputed benefit under this Plan, all administrative decisions, determinations, and
interpretations, administrative rules, claims decisions and the like shall be made on behalf of the
Administrator only by a majority of the Incumbent Board, provided that the Incumbent Board then
constitutes a majority of the Board. If the Incumbent Board does not then constitute a majority of
the Board, then the Incumbent Board shall appoint an administrator who cannot be removed by the
Corporation and such administrator shall make any such



 









 







decisions, determinations, interpretations and rules. The decisions made by the administrator
shall be final and binding on the parties. The Corporation shall promptly pay all reasonable legal
fees and expenses incurred by the Participant with respect to any matter involving or relating to a
disputed benefit under this Plan upon submission by the Participant to the Corporation of an
invoice (or other similar document) that reasonably describes the fee or expense to be paid;
provided, however, that the Participant shall reimburse to the Corporation the amount of any such
legal fees and expenses paid by the Corporation if, with respect to any matter involving or
relating to a disputed benefit under this Plan, a duly authorized court of law determines that the
Participant’s claim was frivolous.



SECTION 12. COMMUTATION OF BENEFITS




     If, as a result of a failure of this Plan to meet the requirements of Section 409A of the Code
and the Treasury Regulations promulgated thereunder, any benefit payment (or the value thereof)
hereunder becomes taxable to a person prior to the time the benefit payment is actually received by
such person, the Corporation shall accelerate the payment of an amount of such benefits to such
person equal to the amount that is required to be included in the income of such person as a result
of such failure. This Section 12 is intended to comply with, and shall at all times be construed
as complying with, Treas. Reg. 1.409A-3(j)(4)(vii).



     This Plan was originally effective as of October 18, 1996, which date shall be referred to as
the effective date of this Plan. This amended and restated plan document has been adopted this
13th day of August, 2008.



 









 





MARTIN MARIETTA MATERIALS, INC.

AMENDED AND RESTATED

SUPPLEMENTAL EXCESS RETIREMENT PLAN




APPENDIX I



Example One. The application of Sections 11.3 and 11.4 is illustrated by the following
example. Assume that the Employee’s lump sum payment under Section 3(a) of the Employee’s
Employment Protection Agreement is three times the Employee’s annual base salary and annual bonus.
The multiplier, therefore, is three (3). Assume that the Employee’s lump sum payment under Section
3(a) of the Employment Protection Agreement is $500,000. The Employee shall be entitled to three
(3) additional calendar years of pensionable earnings of $250,000 each. Assume that the Retirement
Plan provides that the Employee’s final-average pensionable earnings thereunder is the average of
the annual pensionable earnings for the five (5) consecutive calendar years selected from the most
recent ten (10) consecutive calendar years that would provide the highest average. Assume that
without regard to this Plan the Participant’s pensionable earnings under the Retirement Plan for
the ten (10) most recent consecutive calendar years are:




	 	 	 	 	 	 	 
	Year 1

	 	=
	 	$	190,000	 
	Year 2

	 	=
	 	$	195,000	 
	Year 3

	 	=
	 	$	200,000	 
	Year 4

	 	=
	 	$	195,000	 
	Year 5

	 	=
	 	$	210,000	 
	Year 6

	 	=
	 	$	220,000	 
	Year 7

	 	=
	 	$	220,000	 
	Year 8

	 	=
	 	$	250,000	 
	Year 9

	 	=
	 	$	250,000	 
	Year 10

	 	=
	 	$	240,000	 





Under the Retirement Plan, the Participant’s final-average pensionable earnings would be the
average of his pensionable earnings for years 6 through 10, or $236,000. For the purpose of
determining the benefit under Section 4.1 of this Plan, the benefit that would have been paid under
the Retirement Plan (but for the limitations of Sections 401(a)(17) and 415 of the Code) shall be
determined by taking into account pensionable earnings of $250,000 for each of three additional
years, Year 11, Year 12 and Year 13, without dropping Year 1, Year 2 and Year 3, with the result
that Participant’s final-average pensionable earnings would be the average of his pensionable
earnings for Years 9 through 13, or $248,000 (the highest 5 consecutive calendar years out of the
most recent 12 years). Assume that without regard to this Plan the Participant would have 19 years
of credited service under the Retirement Plan. For the purpose of determining the benefit under
Section 4.1 of this Plan, the benefit that would have been paid under the Retirement Plan (but for
the limitations of Sections 401(a)(17) and 415 of the Code) shall be determined by treating the
Participant as having 22 years of credited service (19 years plus 3 years (from the multiplier)).
Assume that the annual retirement benefit provided under the Retirement Plan is 0.0175 multiplied
by the Participant’s final-average pensionable earnings multiplied by the Participant’s years of
credited service. Under the Retirement Plan the


 









 






Participant’s annual benefit disregarding Sections 401(a)(17) and 415 of the Code would be:
$236,000 X 19 X 0.0175 = $78,470. Assume that the Participant’s annual benefit under the
Retirement Plan taking into account the limitations of Sections 401(a)(17) and 415 of the Code
would be: $195,000 X 19 X 0.0175 = $64,837.50. Then, the Participant’s annual benefit under this
Plan would be: ($248,000 X 21 X 0.0175) or $95,480 minus $64,837.50 = $30,642.50 commencing as of
the Participant’s earliest retirement date (age 55); note that no reduction is applied on the net
benefit ($30,642.50) for commencement as early as age 55.



Example Two. The application of Section 11.5 is illustrated by the following example.
Assume that the Participant in Example One terminated
employment at age 49. Assume that under
the mortality table then in effect under the Retirement Plan, the actuarial present value factor at
age 49 of annual benefits commencing at age 55 is 26.5. The amount of the Participant’s lump sum
payment at age 49 under this Plan would be 26.5 X $30,642.50 = $812,026.25.



Example Three. The application of Section 11.5 is further illustrated by the following
example. Assume the same facts as in Example One and Example Two, except that the
Participant did not have an Employment Protection Agreement. Under the Retirement Plan the
Participant’s annual benefit commencing at age 65 and disregarding Sections 401(a)(17) and 415 of
the Code would be $236,000 x 19 x 0.0175 = $78,470.00. The annual benefit commencing at age 65
under the Retirement Plan taking into account the limitations of Sections 401(a)(17) and 415 of the
Code would be $195,000 x 19 x 0.0175 = $64,837.50. Assume that the reduction factor for benefits
commencing at age 55 is 0.64. Then the annual benefit commencing at age 55 under this Plan would
be ($78,470.00 — $64,837.50) x 0.64 = $8,724.80 and the amount of the Participant’s lump sum
payment at age 49 under this Plan would be 26.5 x $8,724.80 = $231,207.20.




 









 








MARTIN MARIETTA MATERIALS, INC.

AMENDED AND RESTATED

SUPPLEMENTAL EXCESS RETIREMENT PLAN




EXHIBIT A




TIER
ONE PARTICIPANTS




ZELNAK, STEPHEN P.




NYE, C. HOWARD




SHEPHARD, DANIEL G.




SIPLING, PHILIP J.




VAIO, BRUCE A.




BAR, ROSELYN R.




LLOYD, ANNE H.




STEWART, JONATHAN T.




SEAMAN, GEORGE S., JR.