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                               AMENDMENT NO. 4 TO
                              INCENTIVE STOCK PLAN



         This Amendment No. 4 to the Martin Marietta Materials, Inc. Incentive
Stock Plan, as previously amended (the "Plan") hereby makes the following
amendments, effective as of November 9, 2000.

         A new Section 6.08 of the Plan is added as follows:

                           "Section 6.08 Stock Deferral.

                  (A)      A Participant may irrevocably elect, in accordance
                           with the procedure set forth in paragraph (B) below,
                           the following:

                           (1)      Whether to defer the distribution of Common
                                    Shares after vesting until the date his
                                    Employment terminates; and

                           (2)      If the election referred to in the preceding
                                    paragraph (1) is made, whether to receive
                                    payment of the deferred Common Shares in the
                                    form of a single lump sum payment or
                                    substantially equal annual installments for
                                    a period not to exceed ten (10) years.

                  (B)      A Participant's election pursuant to this Section
                           6.08 must be in writing and irrevocably filed with
                           the Corporate Secretary at least five (5) months
                           prior to the date the Common Shares would have been
                           distributed. In the event a Participant fails to make
                           an election under paragraph (A) above, he will
                           automatically receive the distribution of Common
                           Shares in accordance with Sections 6.01, 6.02, 6.03
                           and 6.04. In the event a Participant elects to defer
                           the distribution of Common Shares under paragraph
                           (A)(1) above but fails to make an election under
                           paragraph (A)(2) above, he will automatically receive
                           the distribution of Common Shares in the form of a
                           single lump sum upon termination of employment.


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                  (C)      The Corporation shall continue to make cash payments
                           equal to dividends in accordance with Section 5.02 to
                           each Participant who chooses to defer the
                           distribution of Common Stock pursuant to this Section
                           6.08. A Participant will not have any voting rights
                           with respect to the Common Shares that are deferred
                           until the deferral period ends and the certificates
                           are distributed."


         All other terms and provisions of the Plan remain in full force and
effect.