INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Filed by a Party other than the Registrant  o

Check the appropriate box:

Martin Marietta Materials, Inc.

Payment of Filing Fee (Check the appropriate box):

March 27, 2003

Dear Fellow Shareholder:

The Directors and Officers of Martin Marietta Materials, Inc. join me in inviting you to attend the Corporation’s Annual Meeting of Shareholders. The formal notice of this meeting and the proxy statement describing the matters to be acted upon at the meeting accompany this letter.

Your vote is important. Whether or not you plan to attend the Annual Meeting in person, we encourage you to vote so that your shares will be represented and voted at the meeting.

Thank you for your continued support of Martin Marietta Materials.

	Sincerely,
	Stephen P. Zelnak, Jr.
	Chairman of the Board,
	President and Chief Executive Officer

To our Shareholders:

         The Annual Meeting of Shareholders of Martin Marietta Materials, Inc. will be held on Thursday, May 29, 2003, at 10:30 a.m. in Ballroom A at the Ballantyne Hotel, 10000 Ballantyne Commons Parkway, Charlotte, North Carolina. At the meeting, the holders of the Corporation’s outstanding common stock will act on the following matters:

         All holders of record of shares of Martin Marietta Materials common stock (NYSE: MLM) at the close of business on March 20, 2003 are entitled to vote at the annual meeting and any adjournments or postponements of the meeting.

         Whether or not you expect to attend the meeting, we hope you will date and sign the enclosed proxy card and mail it promptly in the enclosed stamped envelope.

	By Order of the Board of Directors,
	Roselyn R. Bar
	Vice President, General Counsel
	and Secretary

Raleigh, North Carolina

GENERAL INFORMATION

           This proxy statement contains information related to the annual meeting of shareholders of Martin Marietta Materials, Inc., a North Carolina corporation, to be held on Thursday, May 29, 2003, at the Ballantyne Hotel, 10000 Ballantyne Commons Parkway, Charlotte, North Carolina. The Corporation’s Annual Report for the fiscal year ended December 31, 2002, including audited financial statements, is being mailed to shareholders with this proxy statement.

         The principal office of the Corporation is at 2710 Wycliff Road, Raleigh, North Carolina 27607. This proxy statement, the proxy card, and the notice of meeting will be sent commencing approximately April 2, 2003 to shareholders of record on March 20, 2003.

What is the purpose of the annual meeting?

         At our annual meeting, shareholders will act on the matters outlined in the accompanying notice of annual meeting of shareholders. This statement is furnished in connection with the solicitation by the Board of Directors of the Corporation of proxies to be used at the meeting and at any and all adjournments or postponements of the meeting.

         Whether or not you plan to attend the meeting, we encourage you to date, sign, and return your proxy in the enclosed envelope.

Who is entitled to vote at the meeting?

         Only shareholders of record at the close of business on March 20, 2003 are entitled to notice of and to participate in the annual meeting. If you were a shareholder of record on that date, you will be entitled to vote all the shares that you held on that date at the meeting, or any adjournments or postponements of the meeting.

What are the voting rights of the holders of Martin Marietta’s common stock?

         Each share of Martin Marietta Materials common stock is entitled to one vote on each matter considered at the meeting.

Who can attend the meeting?

         All shareholders as of the record date, or their duly appointed proxies, beneficial owners presenting satisfactory evidence of ownership as of the record date, and invited guests of the Corporation may attend the meeting.

What constitutes a quorum?

         The presence at the meeting, in person or by proxy, of the holders of a majority of the common stock outstanding on the record date constitutes a quorum, permitting the meeting to conduct its business. On March 20, 2003, there were 48,847,975 shares outstanding of the Corporation’s common stock, $.01 par value per share.

         Votes cast by proxy or in person at the annual meeting will be tabulated by an independent inspector of election appointed by the Corporation’s Board of Directors for the annual meeting from

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How do I vote?

         If you complete and properly sign the accompanying proxy card and return it to the Corporation, it will be voted as you direct. If you are a registered shareholder and attend the meeting, you may deliver your completed proxy card or vote in person. Shareholders whose shares are held by brokers, banks, or other nominees who wish to vote at the meeting will need to obtain a proxy form from the institution that holds its shares.

Can I change my vote after I return my proxy card?

         Yes. Even after you have submitted your vote, you may revoke your proxy at any time prior to its exercise at the annual meeting (i) by filing with the Corporation’s Secretary an instrument revoking the proxy prior to the meeting, (ii) by the timely delivery to the Corporation’s Secretary, or at the meeting, of a subsequently dated and executed proxy, or (iii) if you attend the meeting, by voting your shares in person. Attendance at the meeting will not in and of itself constitute a revocation of a proxy.

How do I vote my 401(k) shares?

         Each participant in the Corporation’s Performance Sharing Plan, Savings and Investment Plan and Southwest Division 401(k) Plan may direct the trustee as to the manner in which shares of common stock allocated to the plan participant’s account are to be voted. If the plan participant does not return a voting instruction card to the trustee in a timely manner or returns a card without indicating any voting instructions, the trustee will vote the shares in the same proportion as shares for which the trustee receives voting instructions for that plan.

What vote is required to approve each item?

         The election of Directors requires a plurality of the votes cast with a quorum present. Any other proposal presented at the meeting will be approved if more votes are cast by proxy or in person in favor of the proposal than are cast against it. Brokers holding shares for beneficial owners must vote those shares according to the specific instructions they receive from the beneficial owners. If specific instructions are not received, brokers may generally vote these shares in their discretion. However, the New York Stock Exchange rules preclude brokers from exercising their voting discretion on certain proposals. In such cases, absent specific instructions from the beneficial owner, the broker may not vote on those proposals. This results in what is known as a “broker non-vote.” Because the Corporation’s Bylaws require the affirmative vote of either a plurality or majority of the votes cast for or against the proposal at the meeting to authorize action on any matter to be considered at the annual meeting, abstentions and broker non-votes, which will not be counted “for” or “against” proposals, have no effect on the vote for the election of Directors or approval of any other proposals.

What are the Board’s recommendations?

         Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors. The Board’s

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FOR the election of the nominated slate of Directors.

         With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.

SECURITY OWNERSHIP OF CERTAIN

Who are the largest owners of the Corporation’s stock?

         The following table sets forth information with respect to the shares of common stock which are held by persons known to the Corporation to be the beneficial owners of more than 5% of such stock as of March 20, 2003. To the best of the Corporation’s knowledge, based solely on filings with the Securities and Exchange Commission as noted below, no person owned more than 5% of any class of the Corporation’s outstanding voting securities at the close of business on March 20, 2003, except for those shown below.

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How much stock do the Corporation’s Directors and executive officers own?

         The following table sets forth information as of March 20, 2003 with respect to the shares of common stock that are held by the Directors and nominees, the Chief Executive Officer, and the four most highly compensated executive officers, individually, and by all Directors and executive officers of the Corporation as a group.

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Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Exchange Act requires directors and officers of the Corporation and persons who own more than 10% of the common stock to file with the Securities and Exchange Commission initial reports of ownership and reports in changes in ownership of the Common Stock. Directors, officers and more than 10% shareholders are required by Securities and Exchange Commission regulations to furnish to the Corporation copies of all Section 16(a) reports filed.

         Based solely on its review of the copies of reports furnished to the Corporation and written representations that no other reports were required for the year ended 2002, the Corporation believes that all Section 16(a) filing requirements applicable to the Directors, officers, and 10% shareholders were complied with, except that Mr. Sansom was late in filing a Form 4, reporting a transaction relating to an open-market purchase of common stock.

CORPORATE GOVERNANCE MATTERS

The Board Of Directors

         As of the date of this proxy statement, the Board of Directors consists of ten members, nine of whom are non-employee Directors. The Board is divided into three classes with three-year terms.

         The Board of Directors has nominated three persons for election as Directors to serve three-year terms expiring in 2006. Unless otherwise directed, proxies will be voted in favor of these three nominees. Each nominee has agreed to serve if elected. Each of the nominees is currently serving as a Director. Should any nominee become unable to serve as a Director, the persons named in the enclosed form of proxy will, unless otherwise directed, vote for the election of such other person for such position as the present Board of Directors may recommend in place of such nominee.

         The following sets forth certain biographical information for each of the nominees for election and for each of the other members of the Board of Directors.

Nominees for Election to the Board of Directors

William E. McDonald (60) 

Frank H. Menaker, Jr. (62)

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The Board unanimously recommends a vote “FOR”

Richard G. Adamson (70)

Marcus C. Bennett (67)

Bobby F. Leonard (70)

Sue W. Cole (52)

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James M. Reed (70)

William B. Sansom (61)

Stephen P. Zelnak, Jr. (58)

Corporate Governance Philosophy

         The Board of Directors has long believed that good corporate governance is important to ensure the Corporation is managed for the long-term benefit of its shareholders. Martin Marietta Materials’ business is managed under the direction of the Board of Directors. The Board delegates the conducting of business to the Corporation’s senior management team. The corporate governance standards established by the Board provide a structure within which Directors and management can effectively pursue the Corporation’s objectives for the benefit of its shareholders. Even before the adoption of the Sarbanes-Oxley Act of 2002, one of the most critical components that has governed the way the business affairs of Martin Marietta Materials are conducted has been the Corporation’s Code of Ethics and Standards of Conduct, which has been in place for almost two decades. With that back-drop, the Board has endeavored to choose Board and Committee members who are distinguished by a depth of knowledge and experience, to elect a qualified and dedicated management team, and to direct the business affairs of the Corporation to achieve long-term value for shareholders. The Board believes this purpose is particularly important in overseeing the management of a company such as the Corporation that is engaged in a cyclical business where the long-term value for shareholders may not be reflected in current stock prices

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         In furtherance of these goals, in August 2002, the Board created a Nominating and Corporate Governance Committee, which consists of three independent Directors. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has adopted a set of Corporate Governance Guidelines for the Corporation. The Nominating and Corporate Governance Committee is responsible for overseeing the guidelines and making recommendations to the Board relating to corporate governance matters.

         The New York Stock Exchange (“NYSE”) recently proposed rules that would require listed companies to adopt governance guidelines relating to certain matters. The Corporation has taken steps to voluntarily implement many of the proposed new rules prior to their final adoption or effective dates.

         The Corporation’s Corporate Governance Guidelines are posted and available for public viewing on the Corporation’s web site at www.martinmarietta.com. The guidelines address a wide array of governance issues. Among other matters, the corporate governance principles of Martin Marietta Materials include the following:

Ethics

Board Independence

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Independent Board Committees

General

Independent Directors

         All of the Corporation’s Directors are independent, non-employee Directors except Mr. Zelnak. Mr. Zelnak does not sit in the executive sessions of the Board nor does he participate in any action of the Board relating to any executive compensation plan in which he participates. The Board of Directors has determined that none of the Directors (except Mr. Zelnak) has a relationship with the Corporation that may interfere with the Director’s independence from the Corporation and its management.

         Mr. Vinroot is a partner in the law firm of Robinson, Bradshaw & Hinson, P.A. located in Charlotte, North Carolina, which provided certain legal services to the Corporation in 2002. Mr. Vinroot did not work on any of the legal matters for the Corporation. The amount of fees paid to Robinson, Bradshaw & Hinson, P.A. for such services was less than 1% of the firm’s gross revenues for the last fiscal year.

How often did the Board meet during 2002?

         The Corporation’s Board of Directors held seven meetings during 2002, five of which were regularly scheduled meetings. There was also a total of 22 committee meetings in 2002. In addition, management confers frequently with its Directors on an informal basis to discuss Corporation affairs.

Board and Committee Meeting Attendance

         In 2002, all Directors attended 100% of the meetings of the Board of Directors (held during the period for which they were a Director) and all committees of the Board on which they served (during the periods that they served).

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How are Directors compensated?

         All of the Directors serving in 2002 except Mr. Zelnak, who is the Chief Executive Officer of the Corporation, received an annual retainer of $45,000 and were each granted 2,000 non-qualified stock option awards in accordance with the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan. Directors also received reimbursement for travel and other expenses related to attendance at Board and committee meetings. Each committee chair (other than the chair of the Executive Committee) also receives an annual fee of $2,000. On August 15, 2002 the Board approved an additional $5,000 annually to members of the Audit Committee in view of their increased responsibilities.

         Pursuant to the Amended and Restated Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors, Directors may currently receive their compensation in cash or common stock and may defer the payment commencement date for all or a portion of their fees (in the form of cash or common stock) until the date the person ceases to be a Director or the date that is one month and one year following the date the person ceases to be a Director. Directors may elect to receive payment of the deferred amount in a single lump sum or in equal annual installments for a period of up to ten years. There are no matching contributions made by the Corporation, and there is no guarantee on returns to the Directors. The Board of Directors unanimously agreed that a minimum of 50% of each Director’s annual retainer would be paid in common stock at a 20% discount to fair market value and deferred under the plan.

What committees has the Board established?

         The Corporation’s Board of Directors has six standing committees: an Audit Committee, a Compensation Committee, an Ethics, Environment, Safety and Health Committee, an Executive Committee, a Finance Committee, and a Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee was created by the Board of Directors at its August 15, 2002 meeting.

         The Audit Committee, which is composed entirely of non-employee, independent Directors, held seven meetings during 2002. All Audit Committee members attended all of the Audit Committee meetings held in 2002. The Audit Committee meets periodically and separately in executive sessions with management, the independent auditors, and the internal auditor group to review the activities of each. The Audit Committee possesses and may exercise the powers of the Board of Directors, except when such powers are by statute or the Articles of Incorporation or Bylaws reserved to the full Board or delegated to another committee of the Board, relating to accounting, auditing, and financial reporting matters of the Corporation. The Audit Committee is directly responsible for the appointment, compensation, and oversight of the Corporation’s independent auditors. Among other duties, the Audit Committee:

             - the scope and timing of work to be performed by the independent auditors

             - compensation to be paid to the independent auditors

             - financial accounting and reporting principles used by the Corporation

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             - policies and procedures concerning audits, accounting, and financial controls

             - recommendations to improve existing practices

             - results of the audit and the report of the independent auditors

The Committee’s current members are Directors Bennett (Chair), Cole, Menaker, Reed, and Sansom. Ms. Cole was elected in March 2002 to serve on the Audit Committee. The Corporation’s Board of Directors has adopted a written charter for the Audit Committee, which is appended to this proxy statement. The Board of Directors has determined that the Chair of the Audit Committee, Mr. Bennett, qualifies as an “audit committee financial expert” as defined in rules recently adopted by the Securities and Exchange Commission (the “SEC”). The Board has also determined that Mr. Bennett is independent of management.

         The Compensation Committee held seven meetings during 2002. All Compensation Committee members attended all of the Compensation Committee meetings held in 2002. It is composed entirely of non-employee, independent Directors who are also “non-employee” and “outside” Directors as those terms are defined by Rule 16b-3 promulgated under the Securities and Exchange Act of 1934 and Section 162(m) of the Internal Revenue Code of 1986. The Committee has the power to fix the compensation and benefits to be paid for all elected officers and employees. The Committee also approves and administers the grants of stock options and any other equity-based awards that may be granted by the Corporation. The Committee has the power to administer any other compensation plan in connection with which the Corporation or any of its employees may realize a benefit from administration by disinterested Directors. The Committee’s current members are Directors McDonald (Chair), Adamson, Leonard, and Reed.

         The Ethics, Environment, Safety and Health Committee held three meetings during 2002. All Ethics, Environment, Safety and Health Committee members attended all of the Ethics, Environment, Safety and Health Committee meetings held in 2002. It monitors compliance with the Corporation’s Code of Ethics and Standards of Conduct and reviews all matters presented to it by the Corporate Ethics Officer concerning the ethical practices of the Corporation and its employees, including conflicts or potential conflicts of interest between the Corporation and any of its employees. The Committee also reviews and monitors the adequacy of the Corporation’s policies and procedures and organizational structure for ensuring compliance with environmental laws and regulations, and matters relating to health and safety. The Committee’s current members are Directors Adamson (Chair), Cole, Menaker, Sansom, and Vinroot.

         The Executive Committee held no meetings during 2002. It has the authority to act during the intervals between the meetings of the Board of Directors and may exercise the powers of the Board in the management of the business and affairs of the Corporation as may be authorized by the Board of Directors except to the extent such powers are by statute, the Articles of Incorporation, or Bylaws reserved to the full Board. The Committee’s current members are Directors Zelnak (Chair), Bennett, McDonald, and Reed.

         The Finance Committee held five meetings during 2002. All Finance Committee members attended all of the Finance Committee meetings held in 2002. It has been delegated general oversight powers related to the management of the financial affairs of the Corporation, including but not limited to, establishing lines of credit or other short-term borrowing arrangements and investing excess working capital funds on a short-term basis. The Committee reviews and makes recommendations to the Board of

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         The Nominating and Corporate Governance Committee oversees the identification and selection of qualified Board and committee members, recommends to the Board Director nominees for the next annual meeting of shareholders, and oversees the development and implementation of a set of corporate governance principles applicable to the Corporation. The Committee was established in 2002 and held no meetings in 2002. The Committee is composed entirely of non-employee, independent Directors. The Committee’s current members are Directors Reed (Chair), Cole, and McDonald. Upon the recommendation of this Committee, the Board of Directors has adopted a set of Corporate Governance Guidelines for the Corporation. The Guidelines are posted and available for public viewing on the Corporation’s web site at www.martinmarietta.com. A copy may also be obtained upon request from the Corporation’s Corporate Secretary. Additional information concerning the corporate governance process of the Corporation is contained in the section entitled “Corporate Governance Matters” above.

         The Nominating and Corporate Governance Committee will consider nominees recommended by shareholders for election as a Director at an annual meeting of shareholders of the Corporation if the shareholder making such recommendation complies with the advance notice provisions of the Bylaws of the Corporation. The Bylaws of the Corporation require advance notice for any proposal for the nomination for election as a Director at an annual meeting of shareholders that is not included in the Corporation’s notice of meeting or made by or at the direction of the Board of Directors. In general, nominations must be delivered to the Secretary of the Corporation at its principal executive offices, 2710 Wycliff Road, Raleigh, North Carolina 27607, not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting and must contain specified information concerning the nominee and the shareholder proposing the nomination. Any shareholder desiring a copy of the Bylaws of the Corporation will be furnished a copy without charge upon written request to the Secretary of the Corporation.

REPORT OF THE AUDIT COMMITTEE

         The Audit Committee operates under a written charter adopted by the Board of Directors. In March 2003, the Audit Committee reexamined and revised the charter, a copy of which is attached to this proxy statement as Appendix A and can also be viewed on our web site at www.martinmarietta.com. The Directors who serve on the Audit Committee have no financial or personal ties to the Corporation (other than Director compensation and equity ownership as described in this proxy statement) and are all “independent” for purposes of the Securities and Exchange Commission’s proposed regulations and the existing and proposed New York Stock Exchange listing standards. The Board of Directors has determined that none of the Audit Committee members has a relationship with the Corporation that may interfere with the Director’s independence from the Corporation and its management.

         The Board of Directors has charged the Audit Committee with a number of responsibilities, including review of the adequacy of the Corporation’s financial reporting, accounting systems, and internal controls. The Committee has a direct line of communication with the Corporation’s independent auditors and the director of the internal audit function.

         In the discharge of its responsibilities, the Audit Committee has reviewed and discussed with management and the independent auditors the Corporation’s audited financial statements for fiscal year 2002. In addition, the Committee has discussed with the independent auditors matters such as the quality

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         The Audit Committee has received from the independent auditors written disclosures and a letter concerning the independent auditors’ independence from the Corporation, as required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. These disclosures have been reviewed by the Committee and discussed with the independent auditors.

         Based on these reviews and discussions, the Committee has recommended to the Board that the audited financial statements be included in the Corporation’s 2002 Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

March 5, 2003

INDEPENDENT AUDITORS

         Ernst & Young LLP served as the Corporation’s independent auditors for 2002 and audited the consolidated financial statements of the Corporation for the year ended December 31, 2002. The Audit Committee is solely responsible for retaining or terminating the Corporation’s independent auditors in 2003. Representatives of Ernst & Young LLP are expected to attend the annual meeting of Shareholders of the Corporation, will have the opportunity to make a statement if they so desire, and will be available to respond to appropriate questions from shareholders.

Summary of Fees

         In order to voluntarily provide additional information that will be required to be reported by the Corporation in future proxy statements pursuant to Securities and Exchange Commission rules recently enacted but not yet effective, the following table summarizes the aggregate fees billed for professional services rendered to the Corporation by Ernst & Young LLP in 2002 and 2001. A description of these various fees and services follows the table. None of the audit hours conducted by Ernst & Young LLP in 2002 and 2001 were performed by people other than full time, permanent Ernst & Young LLP employees.

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Audit Fees

         The aggregate fees billed for professional services rendered by Ernst & Young LLP to the Corporation for each of 2002 and 2001 in connection with the annual audit, for the reviews of the Corporation’s financial statements included in the quarterly reports on Form 10-Q, and for other services normally provided in connection with statutory and regulatory filings, were $728,000 and $724,000, respectively.

Financial Information Systems Design and Implementation Fees

         There were no professional services rendered by Ernst & Young LLP to the Corporation in 2002 or 2001 relating to financial information systems design and implementation.

Audit-Related Fees

         The aggregate fees billed for professional services rendered by Ernst & Young LLP to the Corporation for each of 2002 and 2001 in connection with audit-related services, including pension and subsidiary audits, business acquisitions, accounting consultations, internal audit, internal controls, and Securities and Exchange Commission registrations, were $366,000 and $610,000, respectively.

Tax Fees

         The aggregate fees billed for professional services rendered by Ernst & Young LLP to the Corporation for each of 2002 and 2001 in connection with tax compliance, tax advice, and tax planning, including consultation on acquisition and divestiture issues, state tax reviews, a land basis study, leasing issues, and other tax-related activities, were $222,000 and $496,000, respectively.

All Other Fees

         The aggregate fees billed for all other professional services rendered and products provided by Ernst & Young LLP to the Corporation for each of 2002 and 2001, including on-line research materials and third-party consultation fees, were $4,000 and $3,000, respectively.

Audit Committee Review

         In connection with the Audit Committee’s review of services rendered and fees billed by Ernst & Young LLP, the Audit Committee has considered whether the provision of the non-audit related services described above is compatible with maintaining the independent auditors’ independence and has concluded that the provision of these services does not compromise such independence.

REPORT OF THE COMPENSATION COMMITTEE

         The Corporation’s executive compensation program is administered by the Compensation Committee of the Board of Directors, which consists entirely of non-employee, independent Board members and operates pursuant to a written charter. The primary role of the Compensation Committee is the oversight and administration of the Corporation’s executive compensation and management development program.

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General Compensation Philosophy

         The Committee supports the Corporation’s belief that executive compensation should further the Corporation’s strategic goals. To accomplish this, the Committee’s philosophy with respect to executive compensation holds that the Corporation’s employees are its most important resource and should be compensated fairly in order to achieve optimum operating performance for the Corporation. The Committee focuses on operating performance rather than short-term changes in stock price based on its view that the long-term operating performance of the Corporation will be reflected by stock price performance over the long-term. Competitive compensation levels serve to attract and retain individuals of outstanding ability and motivate such individuals to sustain high levels of personal performance. The type and amount of compensation granted is based upon the subjective judgment of the Committee; nevertheless, in the exercise of its discretion, the Committee considers a number of objective criteria which are discussed below in the context of the components of compensation to which they apply.

Compensation Structure and Awards for 2002

         The 2002 executive compensation program was based on the following principles:

         The Compensation Committee retains independent outside consultants to assist the Committee in reviewing the Corporation’s executive compensation program to ensure it is consistent with the Board’s philosophy.

         Annual Compensation — Base Salary. In setting base salaries for 2002, the Committee reviewed information drawn from various sources, including proxy statements of a selected peer group of companies in the aggregates, cement, and specialty chemical industries, and surveys conducted by outside compensation consulting firms of a selected group of general industry companies with comparable revenues to those of the Corporation. The group of companies reflected in the compensation surveys was broader than the peer group consisting of the S&P Materials Index that is shown in the Performance Graph on page 19 because the Committee believes that the Corporation’s direct competition for talent is broader than the companies that are included in the performance peer group. However, the S&P Materials Index is used by the Compensation Committee to determine one element of its compensation program, that is long-term compensation in the form of restricted stock units. The Committee also considered the advice of independent compensation advisors. The targeted value of an executive’s base salary is generally set at median competitive levels although an executive’s base salary may be higher or lower than the target to reflect the executive’s responsibilities, level of experience, performance in past years, and other factors.

         Salaries for executives are reviewed by the Compensation Committee on an annual basis and may be increased at that time based on: (1) the Committee’s agreement on the individual’s contribution to the Corporation, and (2) increases in median competitive pay levels. The competitive market rate and

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         The base salary for the Chairman, President, and Chief Executive Officer of the Corporation was increased during 2002 to $790,000. This represents an approximate 8.2% increase from Mr. Zelnak’s base salary in 2001. The Committee reviewed base salary data for chief executive officers in the compensation studies and also considered certain other factors. The rate of increase in 2002 reflected the Committee’s belief in Mr. Zelnak’s continued superior stewardship of the Corporation.

         Annual Compensation — Bonus. To encourage achievement of the performance objectives of the Corporation, a significant portion of annual compensation takes the form of an incentive compensation bonus. In 2002, under the Corporation’s Executive Incentive Plan, the maximum amount that an executive could receive was based upon a percentage of that executive’s base salary. All of the executive officers participate in the plan, except for Mr. Zelnak, for whom bonus consideration is made outside the plan.

         For awards granted under the plan, following review of the achievements of the Corporation as compared to the targeted goals set at the end of the previous year, a comparative review of each of the individual contributions of all participants towards achieving these goals is conducted. The Compensation Committee also considers qualitative measures of performance such as adherence to and implementation of the Corporation’s Code of Ethics and Standards of Conduct, safety, customer satisfaction, and product quality.

         The amount actually awarded to each participant in the plan is based upon the Compensation Committee’s assessment of each individual’s achievement of targeted objectives, including standard measures of financial performance such as sales, earnings, return on capital investments, and cash generation. These objectives are established at the beginning of each plan year and are based upon the Corporation’s Long Range Operating Plan. For executives in corporate staff positions, 50% of the determination is made with respect to the Corporation’s performance and 50% is based on the individual’s performance.

         The Committee considers the recommendations of the Corporation’s Chief Executive Officer but retains complete discretion in performing these reviews and in determining the amount of actual awards, if any.

         Mr. Zelnak was awarded an annual incentive bonus of $615,000 for 2002 based on consideration of many diverse factors. Consistent with its compensation philosophy that focuses on long-term performance, the Committee considers whether there are factors in addition to quantitative ones that should be taken into account in establishing the overall level of executive compensation. In this regard, the Committee considered accomplishments that benefit shareholders in the longer term. In determining the amount of Mr. Zelnak’s bonus, the Committee took into account the effectiveness and quality of Mr. Zelnak’s leadership of the Corporation in a difficult economic environment, and in particular Mr. Zelnak’s ongoing efforts to set the groundwork for strengthening the Corporation’s future performance. These efforts include the successful implementation of a new information system, safety improvement generated from the Corporation’s “decision-based” safety program, completion of six acquisitions in key areas, execution of the Corporation’s planned pay-down of debt by approximately $67 million during 2002, continuing commitment to cost control and efficiency throughout the Corporation, and completion of several capital expenditure projects that focused on higher rates of return.

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         Although there was no special attempt to set Mr. Zelnak’s 2002 bonus in any particular relationship to the compensation data, Mr. Zelnak’s bonus was at approximately the median level of bonus compensation of CEO’s in the compensation surveys but was a lower percentage of his base salary than he received in 2001. His total cash compensation (base salary and bonus) was at approximately the median compensation of those CEOs. The Compensation Committee retains complete discretion in determining the amount of incentive compensation to be awarded to Mr. Zelnak. Consequently, no particular weighting of criteria is required or performed.

         The Corporation’s Incentive Stock Plan (discussed more generally below) requires Mr. Zelnak to use 35% of his 2002 annual incentive bonus towards credits of common stock units at a 20% discount to market value. These units generally vest in three years. In addition, Mr. Zelnak made an irrevocable choice six months prior to the bonus determination to use 15% more, for a total of 50% of his annual incentive bonus, which is the maximum amount permitted under this plan, towards common stock units.

         Long Term Compensation — Stock Options. Stock options awarded under the Corporation’s Amended and Restated Stock-Based Award Plan link the compensation provided to a group of 174 executive officers and key personnel with gains realized by the shareholders. The vesting periods associated with stock options encourage continued employment with the Corporation while also serving to confer on recipients an ownership interest in the Corporation.

         The number of options granted to an individual is based upon survey data provided by compensation consultants. The data shows the value of option awards as a multiple of base pay for comparable executive positions in other corporations. In making 2002 stock option award decisions, the Committee elected to provide option awards, as a multiple of base salary, near the average for awards made by a selected peer group of companies in the aggregates, cement, and specialty chemical industries. The determination of the number of options awarded is within the complete discretion of the Committee, which considers the recommendations of the Chief Executive Officer with respect to participants other than the Chief Executive Officer, and which formulates its own decision with respect to the Chief Executive Officer. The Committee awarded Mr. Zelnak 125,000 options in 2002 to align Mr. Zelnak’s compensation directly with the Corporation’s performance. In exercising its discretion, the Committee generally follows the same procedures as are followed in determining the amount of incentive compensation awards discussed above.

         Since long-term awards vest over time, the Committee grants new awards to provide continuing incentives for future performance without regard to the number of options currently held by the recipient. Options awarded are not transferable and have an exercise price equal to the closing price of the Corporation’s common stock on the date of grant, and therefore, have no value to the recipient unless the price of the common stock increases.

         Long Term Compensation — Incentive Stock Awards. In 2002, a group of 54 executive officers and key personnel were eligible to participate in the Martin Marietta Materials, Inc. Incentive Stock Plan. The plan is intended to give key employees who participate in the Executive Incentive Plan the opportunity to invest up to 50% of their annual incentive awards to purchase units that are subsequently converted into shares of common stock pursuant to the terms of the plan at a 20% discount from the market price of the Corporation’s common stock on the date of the award. The units generally become fully vested and are distributed in the form of unrestricted common stock after approximately three years of continued additional employment with the Corporation. Participation in the plan is elective, except that all senior officers of the Corporation are required to invest a minimum percentage of their annual incentive awards in units that are subsequently converted into the Corporation’s common stock in accordance with the terms of the Incentive Stock Plan. The plan is intended to assist the Corporation in

17

         Stock-Based Awards — Generally. The value, if any, of stock-based awards is dependent upon the performance of the Corporation’s common stock. Further, as noted above, in exercising its discretion in determining the type and amount of award made, the Committee considers many factors related to the Corporation’s performance and the performance of the individual being considered for an award. While objective criteria are carefully considered, the Committee has the discretion to make awards as it deems appropriate. Therefore, there is no formula that results in a direct or quantifiable correlation between performance and stock-related awards.

Policy with Respect to Deductibility of Compensation

         The Omnibus Budget Reconciliation Act of 1993 added Section 162(m) to the Internal Revenue Code, which makes certain “non-performance based” compensation to the named executives in excess of $1 million non-deductible to the Corporation. One of the named executive officers received annual compensation exceeding $1 million in 2002.

         The Committee has taken steps to qualify certain compensation to ensure deductibility. The Committee has determined that, in reviewing the design and administration of the executive compensation program, its compensation objectives discussed above will be met if, in connection with other compensation, it retains the flexibility to exercise subjective judgment in assessing an executive’s performance. The Committee believes that the achievement of the Corporation’s general compensation policies and objectives that are currently in place best serves shareholder interests.

March 25, 2003

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COMPARISON OF CUMULATIVE TOTAL RETURN⁽¹⁾

         During 2003, the Corporation reevaluated the composition of its performance peer group and determined that a change is appropriate as the Corporation has expanded its aggregates business geographically and added related businesses through vertical integration and complementary businesses. The previous peer group was limited by the small number of companies in the peer group and the limited nature of their businesses. The Corporation has added the S&P Materials Index to its Performance Graph and will drop its selected peer group index from future graphs. The Corporation believes the S&P Materials Index will provide its shareholders a published industry comparison index that will be better representative of the Corporation’s businesses than the previous peer group index. The Compensation Committee has been utilizing compensation surveys that are broader than the peer group used previously in the Performance Graph because of the Committee’s belief that the larger group better represents the market within which it competes for executive talent. It also uses the S&P Materials Index as one of the peer groups against which the Corporation’s performance is measured in determining whether to make, and the amount of, restricted stock awards.

         The following graph compares the performance of the Corporation’s common stock to that of the Standard and Poor’s 500 Stock Index (“S&P 500”), the S&P Materials Index, and a market capitalization weighted index containing a group of peer companies in the aggregates and cement industries selected by the Corporation.⁽²⁾

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER

         The members of the Corporation’s Compensation Committee in 2002 were Directors McDonald, Adamson, Leonard, and Reed, none of whom was, during 2002, or was formerly, an officer or employee of the Corporation or any of its subsidiaries. There are no executive officer-Director interlocks where an executive of the Corporation serves on the compensation committee of another corporation that has an executive officer serving on the Corporation’s Board of Directors.

EXECUTIVE COMPENSATION

         The following tables show annual and long-term compensation received from the Corporation for services in all capacities to the Corporation of the Chief Executive Officer and the next four most highly compensated executive officers for the years ended December 31, 2002, 2001, and 2000. Other than compensation paid by the Corporation as set forth below, no annual or long-term compensation of any kind was paid to the Chief Executive Officer or other named executive officers of the Corporation in each of the years in the three-year period ended December 31, 2002.

Summary Compensation Table

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Option Grants in Last Fiscal Year

         Shown below is information on grants of options for the Corporation’s common stock awarded pursuant to the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (the “Stock-Based Award Plan”) to the named executives in the fiscal year ended December 31, 2002.

21

Aggregated Options Exercises in Last Fiscal
Year and Fiscal Year-End Options Values

         Shown below is information relating to (1) the exercise of options for the purchase of the Corporation’s common stock during the last completed fiscal year and (2) the fiscal year-end value of unexercised options for the Corporation’s common stock under the Martin Marietta Materials, Inc. Amended Omnibus Securities Award Plan and the Amended and Restated Stock-Based Award Plan for the named executives. There are no awards of stock appreciation rights (“SARs”) for the Corporation’s common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

         Shown below is a summary of information as of December 31, 2002 with respect to compensation plans (including individual compensation arrangements) under which equity securities of the Corporation are authorized for issuance. The Corporation’s equity compensation plans consist of the Amended and Restated Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors (the “Directors’ Plan”), the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (the “Stock-Based Award Plan”), the Martin Marietta Materials, Inc. Amended Omnibus Securities Award Plan (the “Omnibus Securities Award Plan”), and the Martin Marietta Materials, Inc. Shareholder Value Achievement Plan (the “Achievement Plan”). All of these equity compensation plans have been approved by the Corporation’s shareholders. The Corporation has no individual compensation arrangements under which equity securities of the Corporation are authorized for issuance to employees or non-employees in exchange for goods or services.

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Equity Compensation Plan Information

Pension Plan

         The named executives participate in the Martin Marietta Materials, Inc. Pension Plan (the “Pension Plan”), which is sponsored by the Corporation and covers all of the Corporation’s executive officers and substantially all of the salaried employees of the Corporation on a non-contributing basis. Set forth below is a pension plan table which shows the estimated annual benefits payable under the Pension Plan and the Martin Marietta Materials, Inc. Supplemental Excess Retirement Plan (“SERP”) upon retirement for specified earnings and years of service under the Pension Plan.

       Compensation covered by the Pension Plan generally includes, but is not limited to, base salary, executive incentive compensation awards, lump sum payments in lieu of a salary increase, and overtime. The normal retirement age under the Pension Plan is 65, but unreduced early retirement benefits are available at age 62 and reduced benefits are available as early as age 55. The calculation of benefits under the Pension Plan is generally based on an annual accrual rate, average compensation for the highest consecutive five years of the ten years preceding retirement and the participant’s number of years of

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         As of December 31, 2002, the estimated total annual benefits payable upon retirement at age 65 for the individuals named in the Summary Compensation Table, based on continued employment at current compensation, are as follows: Mr. Zelnak, $600,262; Mr. Sipling, $224,013; Ms. Henry, $263,961; Mr. Moe, $202,652; and Mr. Stewart, $158,216. These amounts include benefits that are payable under the SERP. The years of credited service upon assumed retirement at age 65 for Mr. Zelnak, Mr. Sipling, Ms. Henry, Mr. Moe, and Mr. Stewart are 28.75 years, 27.67 years, 41.67 years, 36.92 years, and 31.67 years, respectively. The compensation covered by the Pension Plan and the SERP for the individuals named in the Summary Compensation Table is substantially similar to the annual compensation reported in the Summary Compensation Table and does not deviate by more than 10%.

Employment Protection Agreements

         The Corporation has entered into Employment Protection Agreements, as amended from time to time (the “Agreements”), with each of the executive officers listed in the summary compensation table. The purpose of these Agreements is to provide the Corporation’s key executives with payments and benefits upon certain types of terminations within two years and 30 days following a “Change of Control.” For purposes of the Agreements, a Change of Control is generally defined as (i) the acquisition by any person, or related group of persons, of 40% or more of either the outstanding common stock of the Corporation or the combined voting power of the Corporation’s outstanding securities, (ii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the Corporation’s assets following which the Corporation’s shareholders before such event fail to own more than 50% of the resulting entity, (iii) a change in the majority membership of the Board, or (iv) a liquidation or dissolution of the Corporation.

         The Agreements provide that if, within the two-year period following a Change of Control, an executive is terminated without “Cause” (as defined in the Agreements) or terminates his employment with “Good Reason” (as defined in the Agreements), or if the executive voluntarily terminates his employment for any reason during the thirty-day period following the second anniversary of the Change of Control, the Corporation is obligated to pay the executive, in a lump sum, an amount equal to three times the sum of the executive’s “Base Salary” and “Annual Bonus.” For purposes of the Agreements, Base Salary means the highest annual rate of base salary that the executive received within the twelve-month period ending on the date of the Change of Control, and Annual Bonus means the executive’s highest annual bonus paid during the period beginning five years prior to the Change of Control and ending on the date of the executive’s termination of employment. In addition, for three years following termination of employment, the Corporation must provide the executive with welfare benefits that are generally as favorable as those the executive enjoyed prior to the Change of Control. The Corporation must also continue to provide the executive all benefits provided under the Corporation’s defined benefit and defined contribution retirement plans and provide the executive with the same retiree medical benefits that were in effect for retirees immediately prior to the Change of Control. Furthermore, the Agreements provide for “gross up” payments to compensate the executives for any golden parachute excise taxes imposed under the Internal Revenue Code on account of the severance amounts.

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         The term of the Agreements is one year following their effective dates. On each anniversary date of the effective date, the Agreements are renewed for one additional year, unless either party gives notice of its intent to cancel the automatic extension. If, prior to termination, a Change of Control occurs or the Board becomes aware of circumstances which in the ordinary course result in a Change of Control, then under no circumstances will the Agreements terminate prior to 31 days after the second anniversary of the Change of Control.

FINANCIAL STATEMENTS

         Upon the written request of any shareholder, the Corporation will provide without charge a copy of its Annual Report on Form 10-K for the year ended December 31, 2002, filed with the Securities and Exchange Commission. Requests should be mailed to the Corporate Secretary, Martin Marietta Materials, Inc., 2710 Wycliff Road, Raleigh, North Carolina 27607. A copy of such Annual Report is also posted and available for public viewing on the Corporation’s web site at www.martinmarietta.com.

METHOD OF PROXY SOLICITATION

         The entire cost of preparing, assembling, printing, and mailing the Notice of Meeting, this proxy statement, and proxies, and the cost of soliciting proxies relating to the meeting, if any, has been or will be paid by the Corporation. In addition to use of the mails, proxies may be solicited by officers, Directors, and other regular employees of the Corporation by telephone, facsimile, or personal solicitation, and no additional compensation will be paid to such individuals. The Corporation will use the services of Morrow & Co., Inc., a professional soliciting organization, to assist in obtaining in person or by proxy the largest number of shareholder vote as is possible. The Corporation estimates its expenses for solicitation services will not exceed $10,000. The Corporation will, if requested, reimburse banks, brokerage houses and other custodians, nominees and certain fiduciaries for their reasonable expenses incurred in mailing proxy materials to their principals.

OTHER MATTERS

         At the time this proxy statement was filed with the Securities and Exchange Commission, the Board of Directors was not aware that any matters not referred to herein would be presented for action at the annual meeting. If any other matters properly come before the meeting, it is intended that the persons named in the enclosed proxy will vote the shares represented by proxies on such matters in accordance with their judgment in the best interest of the Corporation. It is also intended that discretionary authority will be exercised with respect to the vote on any matters incident to the conduct of the meeting.

INCORPORATION BY REFERENCE

         The Report of the Audit Committee beginning on page 12, the Report of the Compensation Committee beginning on page 14, and the Performance Graph on page 19 do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by the Corporation under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Corporation specifically incorporates such information by reference.

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SHAREHOLDERS’ PROPOSALS FOR 2004 ANNUAL MEETING

         Proposals by shareholders for nominations for Directors or other matters intended to be presented at the 2004 Annual Meeting of Shareholders of the Corporation must be received by the Secretary of the Corporation no later than December 4, 2003 in order to be included in the proxy statement and on the Proxy Card that will be solicited by the Board of Directors in connection with that meeting. The inclusion of any proposal will be subject to applicable rules of the Securities and Exchange Commission. In addition, the Bylaws of the Corporation establish an advance notice requirement for any proposal of business to be considered at an annual meeting of shareholders, including the nomination of any person for election as Director. In general, written notice must be received by the Secretary of the Corporation at its principal executive office, 2710 Wycliff Road, Raleigh, North Carolina 27607, not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting and must contain specified information concerning the matter to be brought before such meeting and concerning the shareholder proposing such a matter. Accordingly, to be considered at the 2004 Annual Meeting of Shareholders, proposals must be received by the Secretary of the Corporation no earlier than February 29, 2004 and no later than March 30, 2004. Any waiver by the Corporation of these requirements with respect to the submission of a particular shareholder proposal shall not constitute a waiver with respect to the submission of any other shareholder proposal nor shall it obligate the Corporation to waive these requirements with respect to future submissions of the shareholder proposal or any other shareholder proposal. Any shareholder desiring a copy of the Bylaws of the Corporation will be furnished one without charge upon written request to the Secretary of the Corporation at its principal executive office, 2710 Wycliff Road, Raleigh, North Carolina 27607.

March 27, 2003

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APPENDIX A

MARTIN MARIETTA MATERIALS, INC.

         The Audit Committee will, except when such powers are by statute or the Articles of Incorporation or the Bylaws reserved to the full Board or delegated to another committee of the Board, possess and may exercise the powers of the Board relating to accounting, auditing and financial reporting matters of the Corporation.

Purpose

         The purpose of the Committee is to assist the Board in overseeing the integrity of the Corporation’s financial statements, the Corporation’s compliance with legal and regulatory requirements, the qualifications and independence of the Corporation’s independent auditors, and the performance of the Corporation’s internal audit function and independent auditors.

Composition

         The Committee will be comprised of three or more Directors, including a chairperson, who are not officers or employees of the Corporation. The members of the Committee will meet all the requirements of the New York Stock Exchange (“NYSE”), the Securities and Exchange Commission (“SEC”) and other applicable rules and regulations, including the independence and experience requirements. The members of the Committee will receive no compensation from the Corporation, directly or indirectly, other than directors fees. Each Committee member will be financially literate or will become financially literate within a reasonable period of time after appointment to the Committee, and at least one member of the Committee will have accounting or related financial management expertise. The foregoing qualifications will be determined by the Board in its business judgment. The members of the Committee and the Chairperson of the Committee will be elected by the Board to serve at the pleasure of the Board of Directors and until their successors are duly elected and qualified.

Meetings

         The Committee will hold at least five meetings annually and will meet in separate executive sessions with the Corporation’s management, independent auditors, and internal audit department representatives to review and resolve matters of concern presented to the Committee. The Committee may meet as many additional times as the Committee deems necessary or appropriate.

Responsibilities

         The Corporation’s management is responsible for maintaining an effective internal control structure and preparing the Corporation’s financial statements, and the independent auditors are responsible for auditing the financial statements. The Committee will oversee the conduct of these activities by the Corporation’s management and its internal and independent auditors. The Committee’s policies and procedures will remain flexible to permit it to react to changing conditions and pertinent requirements. In carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the Corporation’s financial statements or any certification as to the independent auditors’ work.

A-1

         In carrying out its oversight function, the Committee will perform the following:

Independent Auditors:

         Retain and terminate, in the Committee’s sole discretion, the Corporation’s independent auditors. This includes communicating to the independent auditors that they are ultimately accountable to the Committee.

A-2

Internal Auditors:

Financial Reporting Process:

         Audited Financial Statements. At the completion of the annual audit review with management, the internal auditors, and the independent auditors the following:

A-3

         Interim Financial Statements. The Committee, through the Chairperson or the Committee as a whole, will review with management of the Corporation and the independent auditors, prior to filing the quarterly reports on Form 10-Q, any matters described in Statement on Auditing Standards No. 61, Communications with Audit Committees and identified as having a significant effect on the interim financial statements. In connection with this review, the Committee, through its Chairperson or as a whole, will discuss earnings press releases with management, prior to their release.

         Financial Reporting Practices. The Committee will review annually with management, the internal auditors, and the independent auditors the following:

         Information Provided to Analysts and Rating Agencies. The Committee will review and discuss with management earnings press releases, financial information, and earnings guidance provided to analysts and rating agencies.

General Matters

         The Committee is granted the authority to investigate any matter or activity within the scope of its responsibility. All employees will be directed to cooperate as requested by members of the Committee.

         The Committee may, in its sole discretion, at the Corporation’s expense and without the requirement of obtaining Board approval, retain outside legal, accounting, or other consultants or experts, as it deems necessary to assist in its investigations.

A-4

         The Committee will establish procedures for receiving, retention, and treatment of complaints regarding accounting or auditing matters, subject to SEC and NYSE requirements.

         The Committee will investigate any material violations of securities laws or breaches of fiduciary duty that are reported to them due to management not taking appropriate action on such matters.

         The Committee will establish hiring policies and guidelines for employees or former employees of the independent auditors, subject to SEC and NYSE requirements.

         The Committee will review and reassess the adequacy of this charter annually in compliance with applicable NYSE Audit Committee Requirements or other laws and regulations and recommend proposed changes, if any, to the Board for approval. The Committee will conduct and present to the Board and/or the Nominating and Corporate Governance Committee an annual performance evaluation of the Committee.

         The Committee will approve the report required under SEC and NYSE rules to be included in the Corporation’s annual proxy statement, including publication of this charter at least every three years as an appendix to the proxy statement.

         The Committee will report to the Board the matters that come before it, and all formal actions will be reported to the Committee at its meeting next succeeding such action, and will be subject to revisions and alteration by the Board as appropriate, except as otherwise provided in this charter.

A-5

- FOLD AND DETACH HERE -

MARTIN MARIETTA MATERIALS, INC.

Proxy solicited by the Board of Directors for the

The undersigned hereby appoints Stephen P. Zelnak, Jr. and Janice K. Henry, and each or either of them, proxies, with full power of substitution, with the powers the undersigned would possess if personally present, to vote, as designated below, all shares of the Common Stock of the undersigned in Martin Marietta Materials, Inc. at the Annual Meeting of Shareholders to be held on May 29, 2002, and at any adjournment thereof.

o FOR all listed nominees (except do not vote for the nominee(s) whose name(s) I have written below)

  o WITHHOLD AUTHORITY to vote for the listed nominees

MARTIN MARIETTA MATERIALS, INC.

- FOLD AND DETACH HERE -

This proxy is solicited by the Board of Directors and when properly executed will be voted as specified herein and, unless otherwise directed, will be voted FOR the election of all nominees as Directors. The Board of Directors recommends voting FOR all listed nominees.

Receipt of Notice of Annual Meeting of Shareholders and accompanying Proxy Statement is hereby acknowledged.