EXHIBIT 10.08
 
                              AMENDED AND RESTATED
                         EMPLOYMENT PROTECTION AGREEMENT
 
 
                  THIS AGREEMENT, between Martin Marietta Materials, Inc., a
North Carolina corporation (the "Company"), and ___________ (the "Employee"),
dated as of this 11th day of November, 1999 (the "Effective Date")
 
 
                              W I T N E S S E T H :
 
                  WHEREAS, Employee is a valuable member of management of the
Company and the Company desires to ensure the continuity of its senior
management; and
 
                  WHEREAS, it is the determination of the Company that
management continuity is most likely to occur if senior management is
financially protected against involuntary termination following a "Change of
Control" (as defined below) of the Company; and
 
                  WHEREAS, the Company and the Employee entered into an
Employment Protection Agreement dated as of ________, 19__ (the "Prior
Agreement") to provide the Employee with payments and benefits upon certain
terminations of the Employee's employment with the Company in connection with a
Change of Control, in consideration of the Employee's continued service to the
Company (which the parties hereto agree constitutes adequate consideration to
support to the Company's obligations under this Agreement); and
 
                  WHEREAS, the Company and the employee desire to more clearly
reflect their intention with respect to certain provisions in the Prior
Agreement, as set forth in this Agreement;
 
                  NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, it is hereby agreed by and
between the Company and the Employee, each of whom intends to be legally bound,
as follows:
 
                  1. Definitions. For purposes of this Agreement,
 
                  (a) "Annual Bonus" shall mean the Employee's highest annual
bonus paid during the period beginning five years prior to a Change of Control
and ending on the date of termination of employment.
 
                  (b) "Base Salary" shall mean the highest annual rate of base
salary that Employee receives from the Company or its affiliates within the
twelve-month period ending on the date of a Change of Control.
 
 
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                  (c) "Board" shall mean the Board of Directors of the Company.
 
                  (d) "Cause" shall mean the Employee's having been convicted in
a court of competent jurisdiction of a felony or has been adjudged by a court of
competent jurisdiction to be liable for fraudulent or dishonest conduct, or
gross abuse of authority or discretion, with respect to the Company, and such
conviction or adjudication has become final and non-appealable. The Employee
shall not be deemed to have been terminated for Cause, unless the Company shall
have given the Employee (A) notice setting forth, in reasonable detail, the
facts and circumstances claimed to provide a basis for termination for Cause,
(B) a reasonable opportunity for the Employee, together with his counsel, to be
heard before the Board and (C) a notice of termination stating that, in the
reasonable judgment of the Board, the Employee was guilty of conduct
constituting Cause and specifying the particulars thereof in reasonable detail.
 
                  (e) "Change of Control" shall mean:
 
                      (i) The acquisition on or after October 18, 1996 by any
individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) (an "Acquiring Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 40% or more of
either (A) the fully diluted shares of common stock of the Company, as reflected
on the Company's financial statements (the "Outstanding Company Common Stock"),
or (B) the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for purposes
of this subsection (i), the following acquisitions shall not constitute a Change
of Control: (X) any acquisition by the Company or any "affiliate" of the
Company, within the meaning of 17 C.F.R. ss. 230.405 (an "Affiliate"), (Y) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Affiliate of the Company or (Z) any acquisition
by any entity pursuant to a transaction which complies with clauses (A), (B) and
(C) of subsection (iii) of this definition; or
 
                      (ii) Individuals who constitute the Incumbent Board cease
for any reason to constitute at least a majority
of the Board; or
 
                      (iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a "Business Combination"), in
each case, unless, following such Business Combination, (A) all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business
Combination, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, and (B) no Person (excluding any employee
benefit plan (or related trust)
 
 
 
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sponsored or maintained by the Company or any Affiliate of the Company, or such
corporation resulting from such Business Combination or any Affiliate of such
corporation) beneficially owns, directly or indirectly, 40% or more of,
respectively, the fully diluted shares of common stock of the corporation
resulting from such Business Combination, as reflected on such corporation's
financial statements, or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (C) at least a majority of the
members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for
such Business Combination; or
 
                           (iv) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the
Company.
 
 
                  (f) "COBRA" shall mean 29 U.S.C. ss.ss. 1161-1168, as amended
from time to time.
 
                  (g) "Disability" shall mean a medically determined physical or
mental impairment which qualifies the Employee for benefits under the Company's
long-term disability program. An Employee shall not be deemed to have incurred a
Disability until such benefits actually become payable (i.e., after any
applicable waiting period). If the Company does not maintain a long-term
disability program, or if the Employee does not elect coverage under such
program, Disability shall mean the incapacity of the Employee such that he is
unable to perform his duties to the Company for a period of 150 out of 180
consecutive days, as determined in the reasonable judgment of the Committee.
 
                  (h) "Good Reason" shall mean (i) a good faith determination by
the Employee that the Company or any of its officers has (A) taken any action
which materially and adversely changes the Employee's position (including
titles), authority or responsibilities with the Company or reduces the
Employee's ability to carry out his duties and responsibilities with the Company
or (B) has failed to take any action where such failure results in material and
adverse changes in the Employee's position (including titles), authority or
responsibilities with the Company or reduces the Employee's ability to carry out
his duties and responsibilities with the Company; (ii) a reduction in the
Employee's Base Salary or a restriction on the eligibility requirements for
other forms of monetary compensation that is inconsistent with the eligibility
requirements used prior to a Change of Control; or (iii) requiring the Employee
to be employed at any location more than 35 miles further from his principal
residence than the location at which the Employee was employed immediately
preceding the Change of Control, in any case of (i), (ii) or (iii) without the
Employee's prior written consent.
 
                  (i) "Incumbent Board" shall mean a member of the Board of
Directors of the Corporation who is not an Acquiring Person, or an affiliate (as
defined in Rule 12b-2 of the Exchange Act) or an associate (as defined in Rule
12b-2 of the Exchange Act) of an Acquiring Person, or a representative or
nominee of an Acquiring Person.
 
                  (j) "IRS" shall mean the United States Internal Revenue
Service.
 
 
 
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                  (k) "Term" shall mean the term of this Agreement as set forth
in Section 2.
 
                  (l) "Welfare Benefits" shall mean all benefits provided by the
Company to its employees pursuant to an "employee welfare benefit plan" as
defined in Section 3(1) of the Employee Retirement Income Security Act of 1974,
as amended.
 
                  2. Effective Date; Term. This Agreement shall be effective as
of the Effective Date, and shall remain in effect up to and including November
11, 2000, after which time this Agreement shall expire; provided, however, that
on November 12, 2000, and on each subsequent anniversary thereof (each an
"Anniversary Date"), the Term of this Agreement shall automatically be extended
for one additional year, unless at least sixty (60) days prior to such
Anniversary Date, either party to this Agreement gives written notice to the
other party of an intent to cancel such automatic extension, in which case this
Agreement shall expire upon the expiration of the then existing Term; further
provided, however, that, notwithstanding the above, (a) if a Change of Control
occurs prior to the termination of this Agreement, or (b) if prior to the
termination of this Agreement the Board becomes aware of any circumstances which
in the ordinary course result in a Change of Control (whether or not with
respect to the party first coming to the Board's attention), then under no
circumstances will this Agreement terminate prior to the date that is 31 days
following the second anniversary of the Change of Control. Notwithstanding this
Section 2, the Company's obligations under this Agreement shall survive the
termination of this Agreement if all events giving rise to such obligations
occurred prior to such termination.
 
                  3. Obligations of the Company upon Termination. If, during the
two year period following the effective date of a Change of Control, the Company
terminates the Employee's employment other than for Cause or Disability, or the
Employee terminates his employment for Good Reason or if, during the thirty day
period following the two year anniversary of the effective date of a Change of
Control, the Employee terminates his employment for any reason:
 
                  (a) the Company shall pay to the Employee in a lump sum within
15 days following Employee's termination of employment:
 
                           (i) if not theretofore paid, an amount equal to any
                           portion of the Employee's earned but unpaid Base
                           Salary (including unused but accrued vacation time)
                           through the date of termination of employment; and
 
                           (ii) a cash amount equal to twice the sum of:
 
                                    (A) the Employee's annual Base Salary and
 
                                    (B) the Employee's Annual Bonus.
 
                  (b) the Company shall provide, for the period of two years
following the date of Employee's termination of employment, all Welfare Benefits
for the Employee and his
 
 
 
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dependents and beneficiaries that are at least as favorable in all material
respects as the benefits provided to such person immediately preceding the
Change of Control and to employees employed by the Company or its successor in
positions following the Change of Control that are similar to the position the
Employee held immediately prior to the Change of Control ("Similarly Situated
Active Employees"); provided, however, that, with respect to this Section 3(b),
the Employee shall be required to pay the same share of the cost of such Welfare
Benefits as Similarly Situated Active Employees.
 
                  (c) the Company shall continue to be obligated to provide all
the benefits provided for under the Company's defined benefit retirement plans
and defined contribution retirement plans, including the Company's Supplemental
Excess Retirement Plan.
 
                  4. Certain Additional Payments by the Company
 
                  (a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by the Company to or for the benefit of the Employee, or any
benefit provided by the Company to the Employee (whether paid or payable or
distributed or distributable provided pursuant to the terms of this Agreement or
otherwise, but determined without regard to any additional payments required
under this Section 4) (a "Payment") would be subject to the excise tax imposed
by Section 4999 of the Code (or any successor provision) or any interest or
penalties are incurred by the Employee with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then the Employee shall be
entitled to receive an additional payment (a "Gross-Up Payment") in an amount
such that after payment by the Employee of all taxes with respect to the
Gross-Up Payment (including any interest or penalties imposed with respect to
such taxes), including, without limitation, any income taxes (and any interest
and penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payment.
 
                  (b) Subject to the provisions of Section 4(c), all
determinations required to be made under this Section 4, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by Ernst & Young or such other nationally recognized accounting firm then
auditing the accounts of the Company (the "Accounting Firm") which shall provide
detailed supporting calculations both to the Company and the Employee within 15
business days of the receipt of notice from the Employee that there has been a
Payment, or such earlier time as is requested by the Company. In the event that
the Accounting Firm is serving as accountant or auditor for the individual,
entity or group effecting the Change of Control, or is unwilling or unable to
perform its obligations pursuant to this Section 4, the Employee shall appoint
another nationally recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
be borne solely by the Company. Any Gross-Up Payment, determined pursuant to
this Section 4, shall be paid by the Company to the Employee within five days of
the receipt of the Accounting Firm's determination. Any determination by the
Accounting Firm shall be binding upon the Company and the Employee. As a result
of the
 
 
 
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potential uncertainty in the application of Section 4999 of the Code (or any
successor provision) at the time of the initial determination by the Accounting
Firm hereunder, it is possible that Gross-Up Payments which will not have been
made by the Company should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that the Company
exhausts its remedies pursuant to Section 4(c) and the Employee thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Employee.
 
                  (c) The Employee shall notify the Company in writing of any
claim by the IRS that, if successful, would require the payment by the Company
of the Gross-Up Payment. Such notification shall be given as soon as practicable
but no later than 20 business days after the Employee is informed in writing of
such claim and shall apprise the Company of the nature of such claim and the
date on which such claim is requested to be paid. The Employee shall not pay
such claim prior to the expiration of the 30-day period following the date on
which he gives such notice to the Company (or such shorter period ending on the
date that any payment of taxes with respect to such claim is due). If the
Company notifies the Employee in writing prior to the expiration of such period
that it desires to contest such claim, the Employee shall:
 
                           (i)      give the Company any information reasonably
                                    requested by the Company relating to such
                                    claim,
 
                           (ii)     take such action in connection with
                                    contesting such claim as the Company shall
                                    reasonably request in writing from time to
                                    time, including, without limitation,
                                    accepting legal representation with respect
                                    to such claim by an attorney reasonably
                                    selected by the Company,
 
                           (iii)    cooperate with the Company in good faith in
                                    order effectively to contest such claim, and
 
                           (iv)     permit the Company to participate in any
                                    proceedings relating to such claim;
 
provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Employee harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limiting the foregoing provisions of this
Section 4(c), the Company shall control all proceedings taken in connection with
such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Employee to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and the Employee agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the
 
 
 
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Company directs the Employee to pay such claim and sue for a refund, the Company
shall advance the amount of such payment to the Employee, on an interest-free
basis, and shall indemnify and hold the Employee harmless, on an after-tax
basis, from any Excise Tax or income tax (including interest or penalties with
respect thereto) imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and further provided that any
extension of the statute of limitations relating to payment of taxes for the
taxable year of the Employee with respect to which such contested amount is
claimed to be due is limited solely to such contested amount. Furthermore, the
Company's control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and the Employee shall be
entitled to settle or contest, as the case may be, any other issue raised by the
IRS or any other taxing authority.
 
                  (d) If, after the receipt by the Employee of an amount
advanced by the Company pursuant to Section 4(c), the Employee becomes entitled
to receive any refund with respect to such claim, the Employee shall (subject to
the Company's complying with the requirements of Section 4(c)) promptly pay to
the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the
Employee of an amount advanced by the Company pursuant to Section 4(c), a
determination is made that the Employee shall not be entitled to any refund with
respect to such claim and the Company does not notify the Employee in writing of
its intent to contest such denial of refund prior to the expiration of 30 days
after such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.
 
                  5. Other Compensation and Benefits. The amount payable under
this Agreement in accordance with Section 3(a) shall not be reduced on account
of any compensation received by the Employee from other employment. From and
after the date the Employee is employed by a third party which provides any of
the benefits described in Section 3(b), the Company shall not be obligated to
provide the benefits to the extent provided by such third party.
 
                  6. Legal Fees and Expenses. The Company shall promptly
reimburse the Employee for the reasonable legal fees and expenses incurred by
the Employee in connection with enforcing any right of the Employee pursuant to
and afforded by this Agreement; provided, however, that the Company only will
reimburse the Employee for such legal fees and expenses if, in connection with
enforcing any right of the Employee pursuant to and afforded by this Agreement,
either (a) a judgment has been rendered in favor of the Employee by a duly
authorized court of law, (b) a duly authorized court of law determines that the
Employee's claim was not frivolous, or (c) the Company and the Employee have
entered into a settlement agreement providing for the payment to the Employee of
any or all amounts due hereunder.
 
                  7. Confidential Information. The Employee shall not disclose
any secret or confidential information, knowledge or data relating to the
Company or any of its affiliated companies, and their respective businesses,
obtained by the Employee during his employment by the Company or any of its
affiliated companies and which is not otherwise public knowledge. In no event
shall an asserted violation of the provisions of this Section 7 constitute a
basis for
 
 
 
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deferring or withholding any amounts or benefits otherwise payable to the
Employee under this Agreement.
 
                  8. Release from Other Severance Benefits; COBRA. The Employee
hereby waives and releases the Company from the obligation to pay any severance
benefits to the Employee on account of a termination of employment on or after a
Change of Control, under any termination or severance policy of the Company
other than this Agreement, so long as all payments are made, and benefits
provided, to the Employee pursuant to Sections 3(a) and (b) herein. To the
extent that the obligation of the Company to provide medical benefits pursuant
to Section 3(b) is fulfilled, the period in which such medical benefits are
provided shall be credited towards the continued health care coverage required
to be offered to the Employee by COBRA, to the extent allowable under COBRA and
the regulations promulgated thereunder. In the event that no payment or benefits
are required pursuant to Sections 3(a) and (b), the Employee rescinds any such
waiver and release. Except for payments provided pursuant to the Company's
formal severance policy, if any, the benefits and payments to be provided by
this Agreement will not reduce or eliminate any benefits or payments of any kind
whatsoever that are to be provided to the Employee, including but not limited
to, under any vacation policy, defined benefit retirement plan, defined
contribution retirement plan, and the Company's Supplemental Excess Retirement
Plan.
 
                  9. Successors. (a) This Agreement is personal to the Employee
and, without the prior written consent of the Company, shall not be assignable
by the Employee otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Employee's legal representatives.
 
                  (b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors. The Company shall cause any
successor to its business, in any transaction in which this Agreement would not
be assumed by such successor by operation of law, to assume this Agreement by
contract.
 
                  10. Miscellaneous. (a) Applicable Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of North
Carolina, applied without reference to principles of conflict of laws.
 
                  (b) Notices. All notices and other communications hereunder
shall be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid, or
overnight delivery service requiring acknowledgement of receipt, addressed as
follows:
 
                  If to the Employee:       _________________________
 
                                            _________________________
 
                                            _________________________
 
 
 
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                  If to the Company: Martin Marietta Materials, Inc.
                                     2710 Wycliff Road
                                     Raleigh, North Carolina   27607
                                     Attention: Vice President and
                                                General Counsel
 
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by the addressee.
 
                  (c) Tax Withholding. The Company may withhold from any amounts
payable under this Agreement such Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.
 
 
                           IN WITNESS WHEREOF, the Employee has hereunto set his
hand and the Company has caused this Agreement to be executed in its name on its
behalf, as of the day and year first above written.
 
 
                                         MARTIN MARIETTA MATERIALS, INC.
 
 
 
                                         By: ________________________________
                                                  Stephen P. Zelnak, Jr.
                                                  Chairman and Chief
                                                    Executive Officer