The purpose of this policy (the “Policy”) is to promote compliance with U.S. securities laws that (i) prohibit trading in securities of a company while aware of material nonpublic information about that company, commonly known as “insider trading,” or (ii) providing such information to other persons who may trade on the basis of that information, commonly known as “tipping.” No employee, officer or director of Martin Marietta Materials, Inc., and its subsidiaries (collectively “Martin Marietta” or the “Company”) may engage in insider trading, tipping or any other activity prohibited by this Policy.

This Policy applies to all directors, officers and employees of Martin Marietta. Persons subject to this Policy are required to ensure that transactions which would otherwise be prohibited if engaged in by that person are not made by (a) their spouse, (b) family members who reside with them, (c) persons whose transactions in Martin Marietta securities are subject to their influence or control, or (d) accounts, family trusts, family partnerships and similar entities controlled by them or any of the individuals described in clauses (a) through (c).

Martin Marietta may determine from time to time that other persons should be subject to this Policy, such as contractors or consultants who have access to material nonpublic information. Any such persons will be notified by the General Counsel.

Information is considered “material” if a reasonable investor would consider that information important in making a decision to buy, hold or sell securities. Some examples of information that could be regarded as material include:

Information that is not generally known or widely available to the public is typically considered to be “nonpublic” information. When in doubt, information obtained as an employee, officer or director of Martin Marietta that has not been announced broadly by Martin Marietta should be presumed to be material and non-public.

No director, officer or other employee of Martin Marietta (or any other person designated by the General Counsel as subject to this Policy) who is aware of material nonpublic information relating to Martin Marietta may:

Similarly, persons covered by this Policy may not trade in securities of any other company while in possession of material nonpublic information about such company which they learned in the course of their employment with or service to Martin Marietta, such as information about acquisition negotiations with that other company.

Martin Marieta has determined that the following transactions present heightened legal risk, and it is Martin Marietta’s policy that directors and executive officers may not engage in any of the following transactions at any time:

Notwithstanding the prohibitions described above, persons subject to this Policy may transact in Martin Marietta securities pursuant to a plan (a “Rule 10b5-1 Plan”) established in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To comply with this Policy, a director or executive officer contemplating a Rule 10b5-1 Plan must provide a copy of the Rule 10b5-1 Plan to the General Counsel for review prior to adoption. Martin Marietta neither prohibits nor endorses Rule 10b5-1 Plans. The person entering into the Rule 10b5-1 Plan must ensure the Rule 10b5-1 Plan’s and the person’s full compliance with the Exchange Act. A Rule 10b5-1 Plan cannot be adopted during a quarterly blackout period or when the person is aware of material nonpublic information, and the first trade made pursuant to a Rule 10b5-1 Plan may not occur until after the required “cooling-off period” as specified in Rule 10b5-1(c) has expired. Directors and executive officers must promptly notify the General Counsel of any modification or termination of a Rule 10b5-1 Plan or any “non-Rule 10b5-1 trading arrangement” as specified in the Exchange Act.

This Policy does not apply in the case of the following transactions, except as specifically noted:

To help prevent inadvertent violations of this Policy and U.S. securities laws, Martin Marietta has adopted certain trading window and pre-clearance procedures specified on Exhibit A to this Policy.

Questions about this Policy should be referred to the General Counsel.

No disciplinary or retaliatory action will be taken against an employee or other person for good faith reporting of a suspected violation of this Policy. However, failure to comply or failure to report a violation may result in disciplinary action, including possible termination.

Exhibit A

Trading Window and Pre-Clearance Procedures

Martin Marietta has adopted the Pre-clearance Procedures and Quarterly Trading Restrictions specified below. In addition, Martin Marietta may impose Event Specific Trading Restrictions from time to time.

d. Persons subject to the Quarterly Trading Restrictions and related Blackout Period shall be designated by the General Counsel.

The Quarterly Trading Restrictions and Event-Specific Trading Restrictions described above do not apply to those transactions to which the Insider Trading Policy does not apply, as described in the Insider Trading Policy under the headings “Transactions Under Corporation Plans,” “Transactions in Mutual Funds” and “Transactions with the Corporation.” Further, the requirement for Pre-Clearance Procedures, the Quarterly Trading Restrictions and Event-Specific Trading Restrictions do not apply to transactions conducted pursuant to pre-established Rule 10b5-1 Plans, described in the Insider Trading Policy under the heading “Rule 10b5-1 Plans.”