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Exhibit 4.4




EXECUTION COPY — December 29, 2000



THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF
OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.



THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED OR ANY STATE SECURITIES LAW AND MAY NOT
BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR A VALID EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
LAWS.




WARRANT TO PURCHASE

LAFARGE CORPORATION COMMON STOCK




     This certifies that in consideration of Twenty One Million Six Hundred Thirty Seven Thousand
Canadian Dollars (Cdn. $21,637,000), Kilmer Van Nostrand Co. Limited or its registered assigns
(“Holder”) is entitled, subject to the terms set forth below, to purchase from Lafarge Corporation,
a Maryland corporation (the “Company”), Four Million Four Hundred Thousand (4,400,000) shares of
the Company’s common stock, par value $1.00 per share (“Common Stock”) upon surrender hereof at the
principal office of the Company after delivery of the Notice of Exercise attached as Attachment A
hereto duly executed and the payment therefor on the exercise date set forth therein at the
Exercise Price as set forth in Section 2 below in lawful money of the United States. The number and
Exercise Price of such shares of Common Stock are subject to adjustment as provided below. The term
“Warrant” as used herein shall include the Warrant under this Warrant and any warrants delivered in
substitution or exchange therefor as provided herein.



     1. Term. Subject to the terms and conditions set forth herein, the Warrant shall be
exercisable (in whole or in part) for a period of ten (10) years commencing on December 29, 2005
and ending on December 29, 2015.



     1.1 Early Exercise. Notwithstanding any provision of this Warrant to the contrary, (i) if the
Company is the subject of a “going private” transaction involving the acquisition of the Company’s
Common Stock prior to December 29, 2005, the Holder may exercise this Warrant (in whole but not in
part) in conjunction with such transaction if and only if the Holder participates in and sells or
otherwise transfers pursuant to such transaction all of the Common Stock receivable by such Holder
upon such exercise of this Warrant; and (ii) if a “change in control” transaction occurs prior to
December 29, 2005, the Holder may exercise this warrant (in whole or in part) in conjunction with
such transaction. For this purpose, (i) a “going private” transaction is any transaction or series
of transactions described in Rule 13e-3(a)(3) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and (ii) a “change in control” transaction is: (a) the consummation of a
merger or consolidation, to which the Company is a party and in which the beneficial owners of the
outstanding Common Stock



 









 





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immediately prior to the merger or consolidation own beneficially less than 50% of the
outstanding shares of common stock of the entity succeeding to the business of the Company
immediately after such transaction, regardless of which entity survives; (b) the adoption by the
stockholders of the Company of a plan of complete liquidation and dissolution; (c) the first
purchase of shares of Common Stock by the Company, whether for cash or securities or other
property, pursuant to an “issuer tender offer” (as that term is defined in Rule 13e-4 under the
Exchange Act) pursuant to which the Company acquires more than 50% of the shares of Common Stock
outstanding immediately prior to the commencement (as defined in Rule 13e-4) of such offer; or (d)
the first purchase of shares of Common Stock pursuant to a tender or exchange offer made in
connection with an agreement between the Company and a person, firm or corporation providing for
the acquisition of the Company by merger or otherwise if either (1) more than 50% of the
outstanding shares of Common Stock are purchased pursuant to such tender or exchange offer, or (2)
less than 50% of such outstanding shares are so purchased, but such acquisition is subsequently
consummated.



     The Company shall notify the Holders not less than 45 days prior to the occurrence of any
going private transaction or change of control transaction in the manner described in Section 11 of
this Warrant.



     1.2 Cashless Exercise. Subject to the other provisions of this Agreement other than those
requiring payment of the Exercise Price in cash, if this Warrant becomes exercisable prior to
December 29, 2005 pursuant to the provisions of Section 1.1 of this Warrant, the Holder may elect
to exercise this Warrant in whole or in part by surrendering this Warrant in the manner specified
in Section 3.2 of this Warrant in exchange for the number of shares of Common Stock equal to the
product of (i) the number of shares of Common Stock as to which the Warrant is being exercised
multiplied by (ii) a fraction, (y) the numerator of which is the Fair Market Value of a share of
Common Stock on the Exercise Date (as defined below) less the Exercise Price and (z) the
denominator of which is the Fair Market Value of a share of Common Stock on such Exercise Date.
Fair Market Value shall be equal to the average of the last sale price of Common Stock on each of
the ten trading days prior to the Exercise Date of this Warrant on the principal exchange of which
the Common Stock may at the time be listed; or, if there shall have been no sales on such exchange
on any such trading day, the average of the closing bid and asked prices on such exchange on such
trading day; or, if there is no such bid and asked price or if the Common Stock shall not be so
listed, the average of the closing sales prices as reported by NASDAQ (including its bulletin
board) at the end of each of the ten trading days prior to the Exercise Date in the over-the
counter market.



     2. Exercise Price. Subject to adjustment in accordance with the provisions of this Agreement,
the exercise price at which this Warrant may be exercised shall be Twenty Nine and 00/100 U.S.
Dollars (U.S.$29.00) per each share of Common Stock (the “Exercise Price”).



     3. Number of Shares; Exercise of Warrant.



     3.1 Exercise and Number of Shares. Subject to the provisions of this Agreement, the Holder
shall have the right to purchase from the Company (and the Company shall issue and sell to such
Holder) in the aggregate up to Four Million Four Hundred Thousand shares of Common



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Stock. This Warrant may be exercised in whole or in part in as many exercises as Holder may
elect.



     3.2 Delivery. The Warrant shall be exercisable by (i) delivering to the Company the form of
Notice of Exercise attached as Attachment A hereto at least thirty (30) days prior to the exercise
date set forth therein (the “Exercise Date”) duly executed and signed by the Holder or by the duly
appointed legal representative or duly authorized attorney thereof and depositing with the Company
the original of this Warrant in conjunction therewith and (ii) paying the aggregate Exercise Price
for the number of shares of Common Stock in respect of which the Warrant is being exercised no
later than the Exercise Date set forth in the Notice of Exercise. Upon each partial exercise of
the Warrant, a new Warrant evidencing the balance of the shares of Common Stock issuable hereunder
will be issued to the Holder, as soon as reasonably practicable, on the same terms as the Warrant
partially exercised. All payments due upon any exercise of this Warrant shall be made in
immediately available funds by deposit to an account of the Company as directed by the Company.



     3.3 Time of Exercise. This Warrant shall be deemed to have been exercised immediately prior
to the close of business on the later of i) the Exercise Date or ii) its surrender for exercise and
payment in full of the Exercise Price, and the Person entitled to receive the shares of Common
Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such
shares as of the close of business on such date; provided, however, that in the event that the
transfer books of the Company are closed on such date, the Holder shall be deemed to have become a
stockholder of record on the next succeeding day that the transfer books are open and until such
date, the Company shall be under no duty to cause to be delivered any certificate for such shares.
As promptly as practicable on or after such date but in any event by the end of the day on the
third New York Stock Exchange trading day following such date, the Company shall issue and deliver
to the Person or Persons entitled to receive the same a certificate or certificates for the number
of shares of Common Stock issuable upon such exercise. If this Warrant is exercised in part, the
Company will execute and deliver a new Warrant of like tenor exercisable for the balance of shares
of Common Stock for which this Warrant may then be exercised.



     4. Payment of Taxes and Expenses. The Company shall pay all expenses in connection with, and
all taxes and other governmental charges that may be imposed with respect to, the issuance or
delivery of this Warrant and the Common Stock issuable upon exercise hereof, unless any such tax or
charge is imposed by law upon the income or gain of Holder in connection with this Warrant, in
which case such tax or charge shall be paid by the Holder. The Company shall not be required,
however, to pay any tax or other charge imposed in connection with any transfer involved in the
issuance of any certificate for shares of Common Stock in any name other than that of the Holder,
and in such case the Company shall not be required to issue or deliver any stock certificate until
such tax or other charge has been paid or it has been established to the satisfaction of the
Company that no such tax or other charge is due.



     5. No Fractional Shares. No fractional shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the
Company shall make a cash payment equal to the Exercise Price multiplied by such fraction.



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EXECUTION COPY — December 29, 2000



     6. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or
destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to
the Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the
Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.



     7. Adjustments. The number of shares of Common Stock for which this Warrant is exercisable
and the Exercise Price at which such shares may be purchased shall be subject to adjustment from
time to time as set forth in this Section 7. All calculations under this Section 7 shall be made
to the nearest cent or to the nearest one-hundredth of a share, as the case may be.
Notwithstanding any provision of this Warrant to the contrary, none of the adjustments set forth in
this Section 7 shall apply and no adjustment in either the number of shares of Common Stock
receivable upon exercise of this Warrant or to the Exercise Price shall be made upon the adoption
by the Company of a shareholder rights plan (commonly referred to as a “poison pill”) and the
issuance by the Company of “rights” or securities pursuant thereto.



     7.1 Stock Dividends, Subdivisions and Combinations. If at any time the Company shall: (i)
pay or make a dividend on Common Stock payable in additional shares of Common Stock or make a
distribution of additional shares of Common Stock; (ii) subdivide its outstanding shares of Common
Stock into a larger number of shares of Common Stock; or (iii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock; (iv) increase or decrease the number
of shares of Common Stock outstanding by reclassification of its Common Stock; then the number of
shares of Common Stock for which this Warrant is exercisable immediately after the happening of
such event shall be adjusted to equal the number of shares of Common Stock which a record holder of
the same number of shares of Common Stock into which this Warrant is exercisable immediately prior
to the happening of such event would own or be entitled to receive after the happening of such
event.



     7.2 Issue of Rights, Options or Warrants. If the Company shall issue rights, options,
warrants or convertible or exchangeable securities to all holders of its outstanding Common Stock
without any charge to such holders, entitling them to subscribe for or purchase shares of Common
Stock at a price per share which is lower at the record date for the determination of stockholders
entitled to receive such distribution than the then current Exercise Price, the number of shares of
Common Stock for which this Warrant is exercisable immediately following such event shall be
determined by multiplying the number of shares for which this Warrant is exercisable immediately
prior to such event by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding on the date of issuance of such rights, options, warrants or convertible or
exchangeable securities plus the number of additional shares of Common stock offered for
subscription or purchase in connection with such rights, options, warrants or convertible or
exchangeable securities and the denominator of which shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights, options, warrants or convertible or
exchangeable securities plus the number of shares which the aggregate offering price of the total
number of shares so offered would purchase at the current Exercise Price at such record date. Such
adjustments shall become effective on the date of issuance of such rights, options or warrants.



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EXECUTION COPY — December 29, 2000




     7.3 Reorganization, Reclassification, Consolidation or Merger. If the Company shall (i)
effect any reorganization or reclassification of its capital stock not covered by an adjustment
under Section 7.1 or (ii) consolidate or merge with or into, or transfer all or substantially all
of its properties and assets to, any other Person, in either case in a transaction in connection
with which a Holder has not exercised this Warrant, then, upon any exercise of this Warrant
subsequent to the consummation thereof, such Holder shall be entitled to receive, in lieu of the
Common Stock issuable upon exercise immediately prior to such consummation, the highest amount of
stock, other securities or property (including cash) to which such Holder would have been entitled
upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all
subject to further adjustments thereafter as provided in this Section 7.3. In the case of a
consolidation, merger, sale or transfer which includes an election as to the kind of consideration
to be received by the holders, and the transfer is not the same for each share of Common Stock,
then for the purposes of this Section the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, sale or transfer shall be deemed to be the kind and
amount so receivable per share by a plurality of the holders. In the case of any consolidation of
the Company with or merger of the Company into another entity or in the case of any sale or
transfer to another entity of all or substantially all of the property of the Company, such
successor or purchasing entity shall be required by contract to execute an agreement that the
Holder shall have the right thereafter upon payment of the Exercise Price in effect immediately
prior to such action to purchase upon exercise of each Warrant the kind and amount of securities,
cash and property which the Holders would have owned or been entitled to receive after the
happening of such consolidation, merger, sale or transfer had such Warrant been exercised
immediately prior to such action. Upon the execution of such agreement, this Warrant shall be
exercisable only for such securities, cash and property. The Company shall mail by first class
mail, postage prepaid, to the Holder, notice of the execution of any such agreement. Such
agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Section 7.3. The provisions of this Section 7.3 shall
similarly apply to successive consolidations, mergers, sales or transfers.



     7.4 Distribution of Property. If the Company shall distribute to all holders of its
outstanding Common Stock: (i) evidences of its indebtedness or assets or securities other than its
Common Stock (excluding cash distributions payable out of consolidated or earned surplus and
dividends or distributions referred to in Section 7.1); or (ii) rights, options or warrants (other
than as contemplated by Section 7.2); or (iii) convertible or exchangeable securities, containing
the right to subscribe for or purchase shares of Common Stock (other than as contemplated by
Section 7.2), then the number of shares of Common Stock for which this Warrant is exercisable shall
be determined by multiplying the number of shares of Common Stock theretofore purchasable upon the
exercise of this Warrant by a fraction, of which the numerator shall be the Exercise Price on the
date of such distribution, and of which the denominator shall be such Exercise Price less the then
fair value up to the Exercise Price less $.01 (as determined by the Board of Directors of the
Company, whose reasonable determination shall be conclusive) of the portion of the evidence of
indebtedness, assets, securities, rights, options, warrants or convertible or exchangeable
securities so distributed attributable to one share of Common Stock. Such adjustment shall be made
whenever any such distribution is made, and shall become effective on the date of distribution
retroactive to the record date for the determination of stockholders entitled to receive such
distribution.



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     7.5 Price Adjustment. Whenever the number of shares of Common Stock purchasable upon the
exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable upon exercise
of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the number of shares of Common Stock
purchasable upon the exercise of this Warrant immediately prior to such adjustment, and of which
the denominator shall be the number of shares of Common Stock purchasable immediately thereafter.



     7.6 Notice of Adjustment. Whenever the number of shares of Common Stock or other securities
or property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as
herein provided, the Company shall promptly mail to the Holder by first class mail, postage
prepaid, notice of such adjustment or adjustments setting forth in reasonable detail the method of
calculation and the facts upon which such adjustment is based.



     8. No Rights of Stockholders. The Holder shall not be entitled to vote, to receive dividends
or subscription rights, or to be deemed the holder of Common Stock or any other securities of the
Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the Holder, as such, any of the rights of a
stockholder of the Company, including without limitation any right to vote for the election of
directors or upon any matter submitted to stockholders, to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock,
change of par value or change of stock to no par value, consolidation, merger, conveyance, or
otherwise), to receive notices, or otherwise, until the Warrant shall have been exercised as
provided herein.



     9. Transfer of Warrant.



     9.1 Warrant Register. The Company will maintain a register (the “Warrant Register”) containing
the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof
may change its address as shown on the Warrant Register by written notice to the Company requesting
such change, and the Company shall promptly make such change. Until this Warrant is transferred on
the Warrant Register, the Company may treat the Holder as shown on the Warrant Register as the
absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary.



     9.2 Exchange of Warrant Upon a Transfer. On surrender of this Warrant for exchange, properly
endorsed on the Assignment attached hereto and subject to the provisions of this Warrant and with
the limitations on assignments and transfers as contained in this Warrant, the Company shall issue
to or to the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder
or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the
number of shares issuable upon exercise hereof.



     9.3 Transfers to Non-Affiliates. If the Holder wishes to transfer in any manner by sale or
otherwise to any Person who is not an affiliate of the Holder of this Warrant at the time of such
transfer (a “Third Party Recipient”) a portion of the Warrant that is exercisable for shares
representing less than two percent (2%) of the Common Stock then outstanding on a fully diluted
basis, the Holder shall first offer to sell such portion of the Warrant to the Company specifying



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the price and other terms of the offer. If the Company does not accept such offer within 30
days, the Holder may then sell that portion of this Warrant to a Third Party Recipient at no less
than such price and on terms that are no more favorable than those offered to the Company.
Notwithstanding any provision of this Warrant to the contrary, a Holder may not transfer this
Warrant (or any portion thereof) in any manner by sale or otherwise to any Third Party Recipient
when after such transfer the combined total number of shares of Common Stock previously received or
then receivable upon exercise of any portion of this Warrant or upon exercise of any portion of the
original of this Warrant by such Third Party Recipient represents two percent (2%) or more of the
Common Stock then outstanding on a fully diluted basis unless (i) the transferring Holder first
notifies the Company that it has received a bona fide offer to purchase such Warrant, such
notification to identify the Third Party Recipient and provide the terms and conditions of the
offer and (ii) offers to transfer such Warrant to the Company on terms no less favorable to the
Company than contemplated in the transfer to the Third Party Recipient and (iii) the Company shall
have notified the transferring Holder in writing within 30 days of receipt of the offer that it
declines to then acquire such Warrant on such terms. The limitations set forth above shall not
restrict the Holder’s ability to pledge the Warrant (or any portion of the Warrant) as security to
a lender that is not an affiliate of the Holder or apply to a transfer of the Warrant (or any
portion of the Warrant) to any such lender as a result of its exercise of its remedies against the
Holder in accordance with such a pledge. For purposes of this Warrant, “Person” shall mean any
individual, corporation, company, limited liability company, group, partnership or other entity and
“affiliate” shall mean, as to any Person, any other Person which directly or indirectly controls,
or is under common control with, or is controlled by, such Person and, in the case of an
individual, includes the spouse and children and other descendants of such Person. As used herein,
“control” (including, with its correlative meanings, “controlled by” and “under common control
with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of
management or policies (whether through ownership of securities or partnership or other ownership
interest, by contract or otherwise).



     10. Reservation and Authorization of Common Stock. (i) The Company shall at all times reserve
and keep available for issuance upon the exercise of this Warrant that number of its authorized but
unissued shares of Common Stock as could then potentially be required to permit the exercise in
full of this and all outstanding Warrants. All shares of Common Stock issuable upon exercise of any
Warrant and payment therefor in accordance with the terms of such Warrant shall be duly and validly
issued and fully paid and nonassessable, and not subject to or privileged with any preemptive
rights. (ii) Before taking any action which would cause an adjustment reducing the Exercise Price
below the then par value, if any, of the shares of Common Stock issuable upon exercise of the
Warrants, the Company shall take any corporate action which may be necessary in order that the
Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at
such adjusted Exercise Price.



     11. Notices. Any notice, request, consent or other communication required to be made
hereunder shall be deemed to have been made: (i) in the case of personal delivery, on the date of
such delivery; (ii) in the case of mailing, on the third business day following the date of such
mailing; and (iii) in the case of facsimile transmission, when confirmed by facsimile machine
report to the parties at the following addresses: If to Holder: Scotia Plaza, Suite 2700, P.O. Box
127, 40 King Street West, Toronto, Ontario, MSH 3Y2, Fax: (416) 635-7697; If to Company: 12950
Worldgate Drive, Herndon, Virginia 20170 Fax: (703) 796-2215.



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     12. Legend. Neither this Warrant nor the shares of Common Stock issuable upon exercise of
this Warrant have been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or under the securities laws of any state. Neither this Warrant nor the shares of Common
Stock issued upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the
absence of (i) an effective registration statement for this Warrant or the shares of Common Stock,
as the case may be, under the Securities Act and such registration or qualification as may be
necessary under the securities laws of any state, or (ii) an opinion of counsel reasonably
satisfactory to the Company that such registration or qualification is not required. The Company
shall cause a certificate or certificates evidencing all or any of the shares of Common Stock
issued upon exercise of this Warrant prior to said registration and qualification of such shares to
bear one or more of the following legends:




THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THE
SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF
ANY STATE, OR A VALID EXEMPTION FROM REGISTRATION UNDER SUCH LAWS.


The legend requirements of this Section 12 shall terminate when either (i) the security in question
shall have been effectively registered under the Securities Act and disposed of pursuant thereto or
(ii) the Company shall have received an opinion of counsel reasonably satisfactory to it that such
legend is not required in order to insure compliance with the Securities Act.




     13. Registration Rights.



     13.1 Demand Registration Rights. The Company currently is eligible to use the Form S-3
registration statement and will reasonably endeavor to maintain such eligibility (or eligibility
for any replacement short form registration statement) during the term of this Warrant. So long as
the Company is then eligible to register its securities on a Form S-3 short form registration
statement (or such other short form registration statement that shall then be available to the
Company in replacement of Form S-3), the Holder, after exercise of this Warrant, may request the
Company to register on Form S-3 (or such other short form registration statement then available to
the Company), and the Company agrees to then register, any or all of the shares received by the
Holder upon exercise of this Warrant (the “Underlying Shares”) and to then undertake commercially
reasonable efforts to maintain such registration until the Underlying Shares so registered have
been sold. Notwithstanding the immediately preceding sentence, the Company shall not be required
to maintain the effectiveness of any registration statement for greater than nine (9) months. The
Company will pay all costs typically borne by a registrant in connection with a registration on
Form S-3 (or any replacement form), which shall not include, however, costs and expenses of legal
counsel retained by Holder in connection with such registration and any broker discounts or fees
incurred in connection with the sale of the Underlying Shares by the Holder. Holder agrees to
execute and deliver all documents and agreements generally executed and delivered by selling
stockholders in connection with and to



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make such representations and warranties with respect to the Underlying Shares generally made
by selling stockholders in connection with sales of securities by a selling stockholder pursuant to
a Form S-3 registration statement. Holder may exercise the demand registration rights set forth in
this Section no more than one time in any twelve month period. The Company may, upon written
notice to the Holder, delay any registration of Underlying Shares for up to 90 days if the Company
concludes that such registration is likely to interfere with any planned financing transaction then
contemplated by the Company. Notwithstanding any provision of this Warrant to the contrary, the
Company shall have no obligation to undertake for or on behalf of the Holder any underwritten
offering of any Underlying Shares or to engage any underwriter to effect any offer, sale or
distribution of any Underlying Shares.



     13.2 Piggyback Registration Rights. If the Company proposes to: (i) file a registration
statement under the Securities Act, covering securities of the Company, whether for the Company’s
own account or for the account of selling security holders, other than registration statement
relating to an acquisition or merger or a registration statement on Form S-8 or subsequent similar
form; or (ii) qualify a prospectus, statement of material facts or similar public offering document
pursuant to the securities legislation of one or more provinces of Canada or in any other
jurisdiction; it shall (i) advise the Holders by written notice at least sixty (60) days prior to
the filing of such registration statement or prospectus, statement of material facts or other
public offering document (the “Public Offering Document”), which notice shall include a list of the
jurisdictions in which the Company intends to attempt to qualify such securities under the
securities laws; and (ii) will upon the request of any such Holder include in any Public Offering
Document and in any underwriting involved therewith such information as may be required to permit a
public offering of the shares of Common Stock received by the Holder on the exercise of this
Warrant. The Company is not required to include such shares in a Public Offering Document relating
to an offering of securities if the managing underwriter has advised the Company that the inclusion
of such Warrant Interest will have an adverse effect upon the offering (in which case, the amount
of securities to be offered for the accounts of Holders will be reduced (or eliminated) to the
extent necessary to reduce the total amount of securities to be included in such offering to the
amount recommended by such managing underwriter). In so excluding the shares, the Company may not
treat the Holders less favourably than others having piggyback registration rights. The Company
shall keep such Public Offering Document effective for a period of nine months from the effective
date of such Public Offering Document or until such earlier date the distribution of the registered
shares has been completed. In connection with such registration, the Holders will execute and
deliver such customary underwriting documents and provide such information as are requested by the
managing underwriter as a condition to the inclusion of the shares in the Public Offering Document.



     14. Indemnification and Contribution. The Company and the Holder each agree that they will
provide indemnification and contribution to the other (and to each Person who controls the other
(within the meaning of the Securities Act), and to each other’s directors, officers, agents,
employees and to such other Persons to the extent customary in underwriting agreements at the time
of any registration of Underlying Shares effected pursuant hereto and all of them shall be entitled
to receive indemnities from underwriters, selling brokers, dealer managers and other securities
industry professionals participating in the distribution to the extent customary in underwriting
agreements at the time of any registration of such Underlying Shares.



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     14.1 Indemnification by the Company. In the case of each registration effected by the Company
pursuant to this Agreement, the Company agrees to indemnify and hold harmless, to the full extent
permitted by law, the Holder, its officers, directors, agents, employees, general partners and
limited partners and each Person who controls such Holder (within the meaning of the Securities
Act) against all losses, claims, damages, liabilities and expenses arising out of or based upon any
untrue or alleged untrue statement of a material fact contained in the registration statement under
which Underlying Shares owned by the Holder were registered under the Securities Act, any
prospectus or preliminary prospectus or in any amendment or supplement thereto or any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make statements therein (in the case of a prospectus, in the light of the circumstances under which
they were made) not misleading, except insofar as the same arise out of, are based upon or are
contained in any information furnished in writing to the Company by the Holder for use therein or
by the Holder’s failure to deliver a copy of the applicable registration statement or prospectus
after the Company has furnished the Holder with a sufficient number of copies of the same. The
Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in the distribution, their officers, directors, agents,
employees, general partners and limited partners and each person who controls such Persons (within
the meaning of the Securities Act) to the same extent as provided above with respect to the
indemnification of the Holder.



     14.2 Indemnification by the Holder. In connection with any registration statement in which
the Holder is participating, the Holder shall furnish to the Company in writing such information
and affidavits as the Company reasonably requests for use in connection with any registration
statement or prospectus and agrees to indemnify and hold harmless to the full extent permitted by
law, the Company, its directors, officers, agents, employees and each Person who controls the
Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses arising out of or based upon any untrue or alleged untrue statement of a material fact
contained in the registration statement under which Underlying Shares were registered under the
Securities Act, any prospectus or preliminary prospectus or in any amendment or supplement thereto
or any omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make statements therein (in the case of the prospectus, in the light of the
circumstances under which they were made) not misleading, to the extent, but only to the extent,
that such untrue or alleged untrue statement or omission or alleged omission is contained or fails
to be contained in any information or affidavit so furnished in writing by such Holder to the
Company for inclusion in such registration statement or prospectus. In no event shall the
liability of any Holder hereunder be greater in amount than the dollar amount of the proceeds
received by the Holder upon the sale of the Underlying Shares giving rise to such indemnification
obligation.



     14.3 Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder
shall (i) give prompt written notice to the indemnifying party of any claim with respect to which
it shall seek indemnification and (ii) unless in the reasonable judgment of counsel to such
indemnified party a conflict of interest is likely to exist between such indemnified party and the
indemnifying party with respect to such claim, permit the indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party. If the indemnifying
party assumes the defense of such claim, it shall not be obligated to pay the fees and expenses of
more than one counsel with respect to such claim



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EXECUTION COPY — December 29, 2000




and the indemnifying party shall in no event be liable to an indemnified party for legal and
other expenses incurred by such indemnified party in connection with the defense of a claim
subsequent to the assumption of such defense by such indemnifying party. The indemnifying party
shall not be subject to any liability for any settlement made without its consent.



     14.4 Contribution. If for any reason the indemnification provided for in the preceding
Sections of this Warrant is unavailable to an indemnified party or is insufficient to hold harmless
as contemplated by the preceding Sections, then the indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such indemnified party as
a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to
reflect not only the relative benefits received by the indemnified party and the indemnifying
party, but also the relative fault of the indemnified party and the indemnifying party in
connection with the actions which resulted in such loss, claim, damage, liability or expense as
well as any other relevant equitable considerations. The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action
in question, including any untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact, has been made by, or relates to information supplied by,
such indemnifying party or indemnified party, and the indemnifying and indemnified parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject to the limitations
set forth in the preceding paragraph, any legal or other fees or expenses reasonably incurred by
such party in connection with any investigation or proceeding.



     The Company and the Holder agree that it would not be just and equitable if contribution
pursuant to this section were determined by pro rata allocation or by any other method of
allocation which does not take into account the equitable considerations referred to in the
immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person
who is not guilty of such fraudulent misrepresentation. The Holder shall not be required to
contribute in an amount greater than the dollar amount of proceeds received by the Holder with
respect to the sale of the Holder’s Underlying Shares.



     15. Compliance with Rule 144. At all times when the Company is subject to the reporting
requirements of the Exchange Act, as amended, the Company shall take such steps as shall be
necessary or appropriate to cause to be made available (within the meaning of paragraph (c) of Rule
144 of the Securities and Exchange Commission, or any corresponding provisions of any rule or
regulation issued in substitution therefor) adequate current public information with respect to the
Company (within the meaning of and as determined in accordance with said paragraph) to enable the
Holder upon exercise of this Warrant to thereafter sell the securities purchased within the
limitations of the exemptions provided by said Rule 144 or any rule or regulation issued in
substitution therefor.



     16. Investment Covenant. The Holder by his or her acceptance hereof covenants that this
Warrant is and any common stock issued hereunder has been acquired for investment purposes, and
that the Holder will not distribute the same in violation of any state or federal law or
regulation.



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EXECUTION COPY — December 29, 2000



     17. Amendments. The terms and provisions of this Warrant may not be modified or amended, or
any provisions hereof waived, temporarily or permanently, except by written consent of the Company
and the Holder.



     18. Successors and Assigns. This Warrant and the rights and duties of the Holder set forth
herein may be transferred or assigned, in whole or in part, by the Holder.



     19. Governing Law. This Warrant shall be governed by, and construed in accordance with, the
laws of the State of Maryland without regard to the principles of conflicts of law thereof.



     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed on its behalf and under
its corporate seal as of December 29, 2000 by one of its duly authorized officers and its execution
hereof to be attested by another of its duly authorized officers.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	LAFARGE CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:

	 	/s/ William G. Miller
	 	 	 	By:
	 	/s/ Larry J. Waisanen	 	 
	 

	 	 

William G. Miller
	 	 
	 	 	 	 

Larry J. Waisanen
	 	 
	 

	 	Assistant Secretary
	 	 	 	 	 	Executive Vice President and	 	 
	 

	 	 	 	 	 	 	 	Chief Financial Officer	 	 






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ASSIGNMENT




     For value received,                                                             , hereby sells, assigns and transfers unto
                                                             the within Warrant to the extent of                                                              shares of the
Company’s Common Stock exercisable therefore, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint                                                              attorney, to transfer
said Warrant on the books of the within-named Company, with full power of substitution of the
premises.



Dated:                      ___, 20___




By:                                         




 









 





ATTACHMENT A




NOTICE OF EXERCISE




To: LAFARGE CORPORATION (the “Company”)




     The undersigned hereby irrevocably elects to exercise the right to purchase set forth within
and represented by the Warrant attached hereto                                                             
shares of Common Stock of
the Company as provided for therein, which exercise is to be effective as of                                          ___,
20___ (the “Exercise Date”) and agrees to tender no later than such Exercise Date payment of the
full purchase price for such shares in the form of a wire transfer in immediately available funds
in the aggregate amount of $                               U.S. Dollars. If said number of shares shall not be all the
shares purchasable under the within Warrant, a new Warrant Certificate is to be issued in the name
of said undersigned for the balance remaining of the shares purchasable thereunder less any
fraction of a share paid in cash. Please issue a certificate or certificates for such shares of
Common Stock in the name of, and pay any cash for any fractional share to
                                                            .



     The undersigned certifies that he/she is not a U.S. person and the warrant being exercised
hereby is not being exercised on behalf of a U.S. person as such term is defined within Regulation
902(k) promulgated under the Securities Act of 1933, as amended.



Dated:                                          ___, 20___



By:                                                              Signature:                                         




       Print Name:




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