MARTIN MARIETTA MATERIALS, INC. Common Stock DISTRIBUTION AGREEMENTDistribution Agreement • November 18th, 2009 • Martin Marietta Materials Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Martin Marietta Materials, Inc., a North Carolina corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“Wells Fargo”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $62,298,488 and which shall not exceed 1,948,635 shares of Common Stock (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement (the “Shares”). The Shares are described in the Prospectus referred to below.
