**Exhibit 10.9**
**CONTROL OPTION AGREEMENT**
     Control Option Agreement, dated as of November 1, 2003 (the “Agreement”),between Lafarge North America Inc., a Maryland corporation (the “Company”), andLafarge S.A., a French corporation (the “Parent”).
     **Whereas**, the Company currently has outstanding Common Stock, $1.00 parvalue (“Common Stock”), and Voting Stock, $0.0001 par value (“Voting Stock”);
     **Whereas**, the Company’s subsidiary, Lafarge Canada Inc. (“LCI”), currentlyhas outstanding Exchangeable Preference shares (“Exchangeable Shares”);
     **Whereas**, the holders of Exchangeable Shares, through a trust holdingVoting Stock (“Exchange Trust”), vote as a class with the holders of CommonStock and any other class or series of capital stock of the Company havinggeneral voting rights in the Company;
     **Whereas**, the Parent directly and indirectly holds as of October 31, 2003such number of Exchangeable Shares and shares of Common Stock so that theParent is entitled to cast, either directly or indirectly, approximately 53% ofthe total votes available to be cast at a meeting of the Company’s stockholderson that date;
     **Whereas**, by virtue of its ownership of Common Stock and ExchangeableShares, the Parent has the power to elect all of the directors of the Companyand to control decisions to be voted upon by stockholders, except as otherwiseprovided by law;
     **Whereas**, the loss of such voting control could have adverse consequencesfor the Parent and the Company under certain laws of France, Canada and theUnited States, as well as certain of the Company’s credit agreements, and theParent has informed the Company of its intention to maintain such votingcontrol for the foreseeable future;
     **Whereas**, the Parent, in consideration for benefits conferred upon theCompany by the Parent, has requested that the Company agree as set forthherein;
     **Now, Therefore**, in consideration of the premises and the mutual anddependent promises hereinafter set forth, the parties hereto agree as follows:
     **Section 1.    Definitions**
     “Applicable Interest Rate” shall mean for each calendar quarter or partthereof the three month London Interbank Offered Rate for the first businessday of such calendar quarter as reported in the next business day’s *Wall StreetJournal*, plus that number of basis points charged or chargeable to the Companyon such day under the Company’s then existing committed credit facilities abovethe London Interbank Offered Rate then applicable under such credit facilities.
     “Convertible Securities” shall mean Relevant Voting Securities which arenot entitled to vote but which (i) entitle the holder thereof (or which theholder thereof may
 

 

exercise) to purchase from the Company Relevant Voting Securities havingthe right to vote or (ii) which are convertible by the holder thereof intoRelevant Voting Securities having the right to vote.
     “Includible Voting Securities” shall mean all Voting Securities other than(i) Common Stock issuable upon exercise of the exchange rights of ExchangeableShares or upon exercise of the conversion, exchange or similar rights of otherIncludible Voting Securities, (ii) securities reserved for issuance under anyStock Plan and (iii) securities covered by options under employee Stock Plans.
     “Relevant Voting Security” shall mean any Voting Security other than (i)Common Stock issuable upon exercise of the exchange rights of ExchangeableShares, (ii) Common Stock or other Voting Securities issuable upon exercise ofconversion or similar rights of an outstanding Includible Voting Security,(iii) Voting Securities issued, or reserved for issuance, pursuant to a StockPlan, as defined above, (iv) securities covered by outstanding options underany Stock Plan which is an employee Stock Plan, and (v) Voting Stock issued tothe trustee under the Exchange Trust as a consequence of the issuance ofadditional Exchangeable Shares.
     “Stock Plan” shall mean any employee stock purchase plan, profit sharingplan, incentive, compensation or bonus plan, dividend reinvestment plan,optional stock dividend plan, stock option plan or any other similar planeither (i) approved by the Company’s Board of Directors pursuant to which anysecurities are issued by the Company to its stockholders or to employees of theCompany or a subsidiary, or (ii) approved by the Board of Directors of LCIpursuant to which any securities are issued by LCI to its employees orstockholders.
     “Total Voting Power” shall mean the total number of votes attributable toall Includible Voting Securities of the Company.
     “Underlying Securities” shall mean Relevant Voting Securities having theright to vote which a holder of Convertible Securities is entitled to receivepursuant to the terms of or upon the exercise or conversion of ConvertibleSecurities.
     “Voting Securities” shall mean all shares of Common Stock, Voting Stock,and any other securities of the Company or of a subsidiary of the Company (suchas Exchangeable Shares) entitled to vote (regardless of whether such votingrights (i) are presently exercisable or (ii) directly appertain to suchsecurities or (iii) are only available upon subsequent conversion, option orwarrant exercise, exchange or other disposition of such securities) on allmatters with holders of Common Stock and Voting Stock at meetings of thestockholders of the Company.
     **Section 2.    Issuance of Relevant Voting Securities**
     (a)    If the Company shall from time to time issue to any person other thanthe Parent any Relevant Voting Securities, as defined above, the Parent shallhave the right to purchase from the Company up to the amount of such RelevantVoting Securities as shall be necessary to permit the Parent to achieve (on abasis assuming the exercise of all
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conversion, exchange and similar rights of outstanding securities exceptemployee stock options) a control margin of up to 1,000,000 votes in excess of50% of the total Voting Power, as defined above, to be represented by allIncludible Voting Securities, as defined above, to be outstanding (or deemed tobe outstanding) after such issuances by the Company and purchases by the Parentand the other purchaser(s).
     For purposes of this Section 2(a), the issuance by a subsidiary of theCompany (to a person other than the Company) of securities which have therights of or are convertible into or exchangeable for Voting Securities, andthe sale by the Company of any securities issued by a subsidiary with theaforesaid characteristics, shall be deemed to constitute an issuance of VotingSecurities by the Company.
     Nothing in this Agreement shall be construed to prevent or constrain theParent from acquiring outstanding shares of Common Stock, Exchangeable Sharesor any other securities of the Company or of any subsidiary on the open marketor otherwise.
     (b)    The Company shall notify the Parent in writing sufficiently in advanceof any proposed issue of any Relevant Voting Security covered by the right topurchase granted to the Parent in Section 2(a) so that the Parent, after itsreceipt of such notice but prior to any such issuance, shall have a period ofat least 15 days (the “Notice Period”) to determine whether to exercise itsright to purchase shares of such Relevant Voting Security. The Company’snotice, to the extent information is known or reasonably subject to estimation,shall include information as to the estimated nature and date of the proposedissue and the estimated price and amount of securities to be issued. If theParent, within the Notice Period, notifies the Company (which notice shallspecify whether the Parent intends to purchase all or only a specified portionof the shares it could elect to acquire) of its intention to exercise thisright, then, simultaneously with, or immediately prior to, the issue of suchRelevant Voting Securities, the Parent shall purchase from the Company, and theCompany shall issue and sell to the Parent, the number of shares of theRelevant Voting Security determined as provided above in Section 2(a) (or suchreduced amount as may be specified in the Parent’s notice to the Company) at aprice per share determined as provided in Section 2(c) below.
     (c)(1) If the Company issues Relevant Voting Securities for cash in apublic offering subject to a registration statement filed with the U.S.Securities and Exchange Commission and/or a comparable filing with the Canadianprovincial securities administration, the price at which the Parent shall beentitled to purchase shares of Relevant voting Securities shall be the price atwhich such shares are offered to the public.
     (c)(2) If the Company issues Relevant Voting Securities pursuant to anytransaction, contract, distribution, agreement or arrangement (except asprovided in subsection (c)(1) above), the definitive terms of which are or havepreviously been publicly disclosed or announced, by press release,communication to stockholders, U.S. Securities and Exchange Commission filingsor otherwise (the “Announcement”):
               (i)    the per share price at which the Parent shall be entitled to purchaseshares of Common Stock pursuant to Section 2(a) shall be equal to the averageof the
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closing prices for Common Stock during the 30-day trading periodcommencing 15 days prior to the Announcement and ending 14 days after suchannouncement (if the closing to a third party is scheduled to occur prior tothe 15th trading day after the Announcement, the measuring period shall be the30 trading days ending the day prior to the date of such closing);
              (ii)    the price at which the Parent shall be entitled to purchase RelevantVoting Securities other than Common Stock shall be the fair market valuethereof as determined by reference to the current issuance thereof (assuming,if not the case, that such shares were issued in a public offering and based onan opinion of an independent investment banking firm or other expert retainedby the Company, which expert shall be acceptable to the Parent in the exerciseof its reasonable discretion).
     (c)(3) If the Company issues Relevant Voting Securities without the makingof a prior Announcement relating to such issuance:
              (i)    the per share price at which the Parent shall have the right topurchase shares of Common Stock pursuant to Section 2(a) shall be equal to theaverage of the closing prices for Common Stock during the 30-day trading periodcommencing 31 days prior to the date upon which the Company issues the sharesof Common Stock to a party other than the Parent (the “Issuance Date”) andending on the day prior to such Issuance Date;
              (ii)    the price at which the Parent shall be entitled to purchase RelevantVoting Securities other than Common Stock shall be the fair market valuethereof as determined by reference to the current issuance thereof (assuming,if not the case, that such shares were issued in a public offering and based onan opinion of an independent investment banking firm or other expert retainedby the Company, which expert shall be acceptable to the Parent in the exerciseof its reasonable discretion).
     (d)    At the closing for the purchase and sale of such Common Stock or otherRelevant Voting Security (as the case may be), the Company will deliver to theParent a certificate or certificates (or other appropriate evidence)representing the securities being purchased, registered in the name of theParent or its designee, against payment therefore of same day funds in anamount equal to the aggregate purchase price. The Parent may designate, as thepurchaser on its behalf, any corporation (excluding the Company and itssubsidiaries) or other entity owned or controlled by it (the Parent and allsuch corporations and other entities are herein collectively called the“Lafarge Group”).
     (e)    If the Company is unable to issue any Relevant Voting Securities thatthe Parent has the right to purchase pursuant to this Section 2 because theCompany’s charter does not authorize a sufficient number of shares, the Companyshall use its best efforts to cause the stockholders of the Company to amendthe Company’s charter to increase the number of authorized shares of suchRelevant Voting Securities to the number necessary to permit such issuance andthe closing of the sale of such shares of Relevant Voting Securities to theParent shall be postponed to a date when the Company’s charter permits suchissue.
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     (f)    If the Parent shall be entitled to purchase Relevant Voting Securitiespursuant to this Agreement and shall have informed the Company of its intent tomake such purchase but the closing of the sale to the Parent cannot beaccomplished because of a necessity to obtain required approvals fromgovernmental authorities having jurisdiction over the Parent or the Company,then such closing may be delayed at the affected party’s request for a periodof up to 60 days, provided that the aggregate purchase price shall be increasedby an interest factor equal to the Applicable Interest Rate during the period.
     **Section 3.    Issuance of Convertible Securities**
     (a)    When the Company shall issue to any person other than the Parent anyRelevant Voting Securities which are also Convertible Securities, the Parentshall have the right, in its sole discretion, to either:
     (1)    purchase Relevant Voting Securities from the Company pursuant to theterms and conditions set forth in this Agreement other than in this Section 3,or
     (2)    purchase from the Company at the time the Company issues UnderlyingSecurities to any person other than the Parent up to the amount of UnderlyingSecurities as shall be necessary to permit the Parent to achieve (on a basisassuming the exercise of all conversion, exchange and similar rights ofoutstanding securities except employee stock options) a control margin of up to1,000,000 votes in excess of 50% of the total Voting Power, as defined above,to be represented by all Includible Voting Securities, as defined above, to beoutstanding (or deemed to be outstanding) after such issuances by the Companyand purchases by the Parent and the other purchaser(s).
     (b)    If the Parent elects to purchase Underlying Securities from theCompany pursuant to the provisions of Section 3(a)(2) above, the Parent shallpay the greater of the following to the Company for each Underlying Security itshall purchase:
     (1)    if the Convertible Securities giving rise to the Underlying Securitiesto be purchased by the Parent are interest bearing securities (e.g. convertibledebentures), the total consideration paid to the Company for the ConvertibleSecurities, divided by the total number of Underlying Securities which theConvertible Securities entitled the holder thereof to receive upon conversionor exercise thereof; plus the additional consideration, if any, per each shareof Underlying Security paid by the holder of the Convertible Securities uponexercise or conversion thereof;
     (2)    if the Convertible Securities giving rise to the Underlying Securitiesto be purchased by the Parent are non-interest bearing securities (e.g.warrants), the total consideration paid to the Company for the ConvertibleSecurities, plus interest on such amount from the date of issuance of theConvertible Securities through the date of issuance of the UnderlyingSecurities (the “Interest Period”) at the Applicable Interest Rate (calculatedfor actual days elapsed on the basis of a 360-day year) for each calendarquarter, or part thereof, within the Interest Period, divided by the totalnumber of Underlying Securities which the Convertible Securities entitled theholder thereof to receive upon conversion or exercise thereof, plus theadditional consideration, if any, per
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each share of Underlying Security paid by the holder of the ConvertibleSecurities upon exercise or conversion thereof; or
     (3)    a price per each share of Underlying Security equal to (x) if theUnderlying Securities are Common Stock, the average of the closing prices forthe Common Stock during the 30-day trading period ending the day prior to theclosing of the issuance by the Company of the Underlying Securities to thepersons other than the Parent, or (y) if the Underlying Securities are otherthan Common Stock, the fair market value thereof as determined by reference tothe current issuance thereof (assuming, if not the case, that such shares wereissued in a public offering and based on an opinion of an independentinvestment banking firm or other expert retained by the Company, which expertshall be acceptable to the Parent in the exercise of its reasonablediscretion).
     (c)    Within the notice to Parent required by Section 2(b) above, theCompany shall indicate whether the Relevant Voting Security of which it isgiving notice is also a Convertible Security. If the Relevant Voting Securityof which the Company gives notice is also a Convertible Security, the Parentshall notify the Company within the Notice Period above which of alternatives(1) or (2) in Section 3(a) above it shall follow with respect to such issuanceof Relevant Voting Securities. If the Parent does not so notify the Companywithin the Notice Period, the Parent’s rights with respect to such RelevantVoting Securities shall be as set forth in alternative (1) in Section 3(a)above.
     (d)    The Company shall notify the Parent in writing sufficiently in advanceof any proposed issue of Underlying Securities covered by the right to purchasegranted to the Parent pursuant to Section 3(a)(2) above so that Parent, afterreceipt of such notice but prior to any such issuance, shall have a period ofno less than 15 days to determine whether to exercise its right to purchaseUnderlying Securities. The Company’s notice, to the extent information isknown or reasonably subject to estimation, shall include information as to theestimated nature and date of the proposed issue and the estimated price andamount of securities to be issued. If the Parent, within the 15-day period,notifies the Company (which notice shall specify whether the Parent intends topurchase all or only a specified portion of the Underlying Securities it couldelect to purchase) of its intention to exercise this right, then,simultaneously with, or immediately prior to, the issue of such UnderlyingSecurities, the Parent shall purchase from the Company, and the Company shallissue and sell to the Parent, the number of Underlying Securities determined asprovided in Section 3(a)(2) of this Agreement (or such reduced amounts as maybe specified in the Parent’s notice to the Company) at a price per sharedetermined as provided in Section 3(b) above.
     **Section 4.    Representations and Warranties of the Company**
     (a)    The Company is a corporation duly organized and existing in goodstanding under the laws of the State of Maryland. The Company has thecorporate power to own the property owned by it and to conduct the businesspresently being conducted by it.
     (b)    As of the date hereof, the authorized capital stock of the Companyconsists of (i) 30,000,000 shares of voting Stock, of which 4,292,017 sharesare issued and
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outstanding, and (ii) 150,000,000 shares of Common Stock, of which69,135,921 shares were issued and outstanding on October 31, 2003. Alloutstanding shares of capital stock are validly authorized and issued, fullypaid and nonassessable.
     **Section 5.    Successors and Assigns**
     The rights of the Parent under this Agreement may not be assigned orotherwise transferred except to (a) a member of the Lafarge Group or (b) acorporation or entity which succeeds to the ownership of more than 80% of theassets and business of the Parent.
     **Section 6.    Termination**
     Unless sooner terminated pursuant to the following sentence, thisAgreement shall terminate on October 31, 2013. Either the Company or theParent may terminate this Agreement unilaterally at any time in advance ofOctober 31, 2013 by giving the other party written notice of such terminationat least one year in advance of the date on which such termination shall beeffective.
     **Section 7.    Notice**
     Any notices or other communications required or permitted hereunder shallbe sufficiently given if sent by registered or certified mail, postage prepaid,or by internationally recognized overnight courier to the following address:
 For the Company