Martin Marietta Directors Charitable Award Plan

MARTIN MARIETTA CORPORATION
Directors Charitable Award Plan


Plan Document
Effective July 1, 1994
(Amended September 22, 1994)


1. PURPOSE OF THE PLAN


The Martin Marietta Corporation Directors Charitable Award Plan (the
"Plan") allows each eligible Director of Martin Marietta Corporation
(the "Corporation") to recommend that the Corporation make a donation
of up to $1,000,000 to the eligible tax-exempt organization(s) (the
"Donee(s)") selected by the Director, with the donation to be made, in
the Director's name, in ten equal annual installments, with the first
installment to be made as soon as is practicable after the Director's
death. The purpose of the Plan is to recognize the interest of the
Corporation and its Directors in supporting worthy educational
institutions and/or charitable organizations.


2. ELIGIBILITY


All persons serving as Directors of the Corporation as of July 1,
1994, shall be eligible to participate in the Plan. All Directors who
join the Corporation's Board of Directors after that date shall be
immediately eligible to participate in the Plan upon election to the
Board.


3. AMOUNT AND TIMING OF DONATION


Each eligible Director may choose one organization to receive a
Corporation donation of $1,000,000, or up to five organizations to
receive donations aggregating $1,000,000. Each recommended
organization must be designated to receive a donation of at least
$100,000. The donation will be made by the Corporation in ten equal
annual installments, with the first installment to be made as soon as
is practicable after the Director's death, and each later installment
to be made at approximately the same time in the following years. If
a Director recommends more than one organization to receive a
donation, each will receive a prorated portion of each annual
installment as follows: Each annual installment payment will be
divided among the recommended organizations in the same proportions as
the total donation amount has been allocated among the organizations
by the Director.


4. DONEES


In order to be eligible to receive a donation, a recommended
organization must be a tax-exempt charitable organization or
educational institution and must initially, and at the time a donation
is to be made, be able to demonstrate receipt of an IRS notice of 2 Martin Marietta Corporation Directors Charitable Award Plan


qualification to receive tax deductible contributions, if requested by
the Corporation, and be reviewed and approved by the Directors
Charitable Award Plan Committee (the "Committee"). The Committee may
disapprove a donation if it determines that a donation to the
organization would be detrimental to the best interests of the
Corporation. A Director's private foundation is not eligible to
receive donations under the Plan. If an organization recommended by a
Director ceases to qualify as a Donee, and if the Director does not
submit a form to change the recommendation before his or her death,
the amount recommended to be donated to the organization will instead
be donated to the Director's remaining qualified Donee(s) on a prorata
basis. If all of a Director's recommended organizations cease to
qualify, the amount will be donated to organizations selected by the
Corporation. A Director may not receive any property or economic
benefit from an organization as a result of recommending it as a Donee ...