MARTIN MARIETTA MATERIALS, INC. Common Stock DISTRIBUTION AGREEMENTDistribution Agreement • March 6th, 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 J.P. Morgan Securities Inc., as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“JPMS”), 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 (the “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 $300,000,000 and which shall not exceed 5,000,000 Shares (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. The Shares are described in the Prospectus referred to below.
