<PAGE>   1
                                  SCHEDULE 14A
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

           PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


Filed by the registrant |X| 
Filed by a party other than the registrant |_| 
Check the appropriate box:
|_|  Preliminary proxy statement
|X|  Definitive proxy statement
|_|  Definitive additional materials
|_|  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                         MARTIN MARIETTA MATERIALS, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

                         MARTIN MARIETTA MATERIALS, INC.
--------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box): 
|X| No fee required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 
(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

--------------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials:

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|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
form or schedule and the date of its filing.

         (1)      Amount previously paid:

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         (2)      Form, schedule or registration statement no.:

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         (3)      Filing party:

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         (4)      Date filed:

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<PAGE>   2
 
                                 NOTICE OF 2001
                               ANNUAL MEETING OF
                                SHAREHOLDERS AND
                                PROXY STATEMENT
 
                        (MARTIN MARIETTA MATERIALS LOGO)

<PAGE>   3
 
(MARTIN MARIETTA MATERIALS LOGO)
 
2710 WYCLIFF ROAD
RALEIGH, NORTH CAROLINA 27607
 
                                       March 22, 2001
 
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 accompany this letter.
 
By attending the meeting, you will have an opportunity to hear the plans for the
Corporation's future, to meet the Directors and Officers and to participate in
the business of the meeting. If it is not possible for you to attend, please
return the enclosed proxy immediately to ensure that your shares will be voted.
 
We look forward to seeing you in the Carlisle Ballroom at the Grandover Resort &
Conference Center, One Thousand Club Road, Greensboro, North Carolina at 10:30
a.m. on May 22, 2001.
 
                                       Sincerely,
 
                                       /s/ STEPHEN P. ZELNAK, JR.
                                       Stephen P. Zelnak, Jr.
                                       Chairman of the Board,
                                       President and Chief Executive Officer

<PAGE>   4
 
                        MARTIN MARIETTA MATERIALS, INC.
 

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD MAY 22, 2001
 
To the Holders of the Common Stock of Martin Marietta Materials, Inc.:
 
       The Annual Meeting of Shareholders of Martin Marietta Materials, Inc.
(the "Corporation") will be held on Tuesday, May 22, 2001, at 10:30 a.m. in the
Carlisle Ballroom at the Grandover Resort & Conference Center, One Thousand Club
Road, Greensboro, North Carolina. Attendance at the Annual Meeting of
Shareholders of the Corporation will be limited to shareholders of record at the
close of business on March 16, 2001 or their proxies, beneficial owners
presenting satisfactory evidence of ownership on that date, and invited guests
of the Corporation.
 
       The purposes of the meeting are:
 
       (1)    to elect three (3) Directors, each to serve for a term of three
              (3) years until the Annual Meeting of Shareholders in 2004 and
              until their successors are duly elected and qualified;
 
       (2)    to ratify the appointment of independent auditors; and
 
       (3)    to transact such other business as may properly come before the
              meeting.
 
       The Board of Directors has fixed the close of business on March 16, 2001
as the record date for determination of shareholders entitled to notice of and
to vote at the Annual Meeting or any adjournment thereof.
 
       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,
 
                                          /s/ ROSELYN R. BAR
                                          Roselyn R. Bar
                                          Corporate Secretary and
                                          Deputy General Counsel
 
Raleigh, North Carolina
M
arch 22, 2001

<PAGE>   5
 
                                PROXY STATEMENT
 
                              GENERAL INFORMATION
 
       The Annual Meeting of Shareholders of Martin Marietta Materials, Inc., a
North Carolina corporation (the "Corporation"), will be held on Tuesday, May 22,
2001, at the Grandover Resort & Conference Center, One Thousand Club Road,
Greensboro, North Carolina, for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders ("Annual Meeting" or "Meeting"). This
statement is furnished in connection with the solicitation by the Board of
Directors of the Corporation of proxies to be used at such meeting and at any
and all adjournments of such meeting.
 
       The Corporation's Annual Report for the fiscal year ended December 31,
2000, including audited financial statements, is being mailed to shareholders
with this Proxy Statement.
 
       Whether or not you plan to attend the meeting, we urge you to date, sign
and return your proxy in the enclosed envelope. 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 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.
 
       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 March 26, 2001 to shareholders of
record on March 16, 2001.
 
VOTING SECURITIES AND RECORD DATE
 
       Only shareholders of record at the close of business on March 16, 2001
are entitled to notice of and to vote at the Annual Meeting. On March 16, 2001,
there were 47,302,457 shares outstanding of the Corporation's Common Stock, $.01
par value per share ("Common Stock" or "Stock"). Each share is entitled to one
vote.
 
       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 Meeting from First Union National Bank, the Corporation's
transfer agent. The inspector of election will determine whether a quorum is
present. For purposes of determining the presence of a quorum, abstentions will
be counted as shares that are present and entitled to vote. If a broker
indicates on the proxy that it does not have discretionary authority to vote on
a particular matter and specific instructions are not received from the
shareholder regarding that matter, those shares represented by the proxy will
not be considered as present and entitled to vote with respect to that matter.
       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
 
                                       1

<PAGE>   6
 
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 (as described above), 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 of the other proposals.
 
       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.
 
                             ELECTION OF DIRECTORS
 
       The Corporation's Restated Articles of Incorporation, as amended, provide
for a classified board of directors such that the Board of Directors is divided
into three classes, each of which serves for three years. The Board of Directors
has nominated three persons for election as Directors to serve three-year terms
expiring in 2004. 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, current
occupation and business experience for the past five years for each of the
nominees for election and for each of the other members of the Board of
Directors.
 
                                       2

<PAGE>   7
 
                NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
 
                             TERMS EXPIRING IN 2004
 
--------------------------------------------------------------------------------
 
RICHARD G. ADAMSON (68)
Director (since 1994), member of the Ethics, Environment, Safety and Health and
Audit Committees.
 
Mr. Adamson served as Vice President, Strategic Development for Martin Marietta
Corporation from April 1993 until his retirement in January 1995. From 1984
until April 1993, he served as Vice President, Business Development of Martin
Marietta Corporation.
 
--------------------------------------------------------------------------------
 
MARCUS C. BENNETT (65)
Director (since 1993), Chairman of the Executive and Finance Committees, member
of the Compensation Committee.
 
Mr. Bennett served as Executive Vice President and Chief Financial Officer of
Lockheed Martin Corporation from July 1996 until his retirement on January 31,
1999. He continues to be a Director of Lockheed Martin Corporation, a position
he has held since March 1995. From March 1995 until July 1996 he served as
Senior Vice President and Chief Financial Officer of Lockheed Martin Corporation
and from 1988 until 1995 he served as Vice President and Chief Financial Officer
of Martin Marietta Corporation. He also served as a Director of Martin Marietta
Corporation from 1993 to 1995. Mr. Bennett joined Martin Marietta Corporation in
1959. Mr. Bennett is also a Director of Carpenter Technology Corporation.
 
--------------------------------------------------------------------------------
 
BOBBY F. LEONARD (68)
Director (since 1994), Chairman of the Compensation Committee and member of the
Finance Committee.
 
Mr. Leonard served as Vice President, Human Resources of Martin Marietta
Corporation from 1981 until his retirement in March 1995. He is currently in
private law practice in Maryland.
 
--------------------------------------------------------------------------------
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" ALL NOMINEES FOR ELECTION TO THE
BOARD OF DIRECTORS.
 
                                       3

<PAGE>   8
 
                         DIRECTORS CONTINUING IN OFFICE
 
                             TERMS EXPIRING IN 2002
--------------------------------------------------------------------------------
 
JAMES M. REED (68)
Director (since 1994), Chairman of the Audit Committee, member of the Executive
and Finance Committees.
 
Mr. Reed served as Chief Financial Officer of Union Camp Corporation from 1977
and as Vice Chairman of the Board of Union Camp Corporation from 1993 until his
retirement on November 30, 1997.
 
--------------------------------------------------------------------------------
 
WILLIAM B. SANSOM (59)
Director (since 1994), Chairman of the Ethics, Environment, Safety and Health
Committee and a member of the Compensation Committee.
 
Mr. Sansom has served as the Chairman and Chief Executive Officer of The H.T.
Hackney Co. since May 1983. During 1979 to 1983, he served in Tennessee State
Government, first as Commissioner of Transportation and then as Commissioner of
Finance and Administration. He has also previously served on the Board of
Directors of the National Crushed Stone Association. Mr. Sansom is a Director of
First Tennessee National Corporation and Astec Industries, Inc.
 
--------------------------------------------------------------------------------
 
STEPHEN P. ZELNAK, JR. (56)
Chairman of the Board (since 1997) and Director (since 1993), member of the
Executive and Finance Committees.
 
Mr. Zelnak has served as President and Chief Executive Officer of Martin
Marietta Materials, Inc. since 1993, and previously served as the President of
Martin Marietta Corporation's Materials Group from 1992 until the formation of
the Corporation, and of Martin Marietta Corporation's Aggregates Division since
1982. Mr. Zelnak also served as a Vice President of Martin Marietta Corporation
from 1989 until 1994, when he resigned as an officer of Martin Marietta
Corporation effective upon the completion of the initial public offering of a
portion of the Corporation's Common Stock. Mr. Zelnak joined Martin Marietta
Corporation in 1981.
 
                                       4

<PAGE>   9
 
                             TERMS EXPIRING IN 2003
--------------------------------------------------------------------------------
 
WILLIAM E. MCDONALD (58)
Director (since 1996), member of the Audit and Compensation Committees.
 
Mr. McDonald served as Senior Vice President, Customer Service Operations,
Sprint Corporation until his retirement on October 13, 2000. He was previously
President and Chief Executive Officer of Sprint Mid-Atlantic Operations from
1993 through 1997 and President and Chief Executive Officer for Sprint/United
Telephone-Eastern from 1988 to 1993.
 
--------------------------------------------------------------------------------
 
FRANK H. MENAKER, JR. (60)
Director (since 1993), member of the Ethics, Environment, Safety and Health and
Audit Committees.
 
Mr. Menaker has served as Senior Vice President and General Counsel of Lockheed
Martin Corporation since July 1996. He served as Vice President and General
Counsel of Lockheed Martin Corporation from March 1995 to July 1996 and as Vice
President of Martin Marietta Corporation from 1982 until 1995, and as General
Counsel of Martin Marietta Corporation from 1981 until 1995.
 
--------------------------------------------------------------------------------
 
RICHARD A. VINROOT (59)
Director (since 1996), member of the Ethics, Environment, Safety and Health
Committee.
 
Mr. Vinroot has been a member of the law firm of Robinson, Bradshaw & Hinson,
P.A. in Charlotte, North Carolina since 1969. From 1991 to 1995, Mr. Vinroot
served as Mayor of Charlotte, North Carolina.
 
                                       5

<PAGE>   10
 
                               BOARD OF DIRECTORS
 
       The Corporation's Board of Directors held six meetings during 2000, of
which five were regularly scheduled meetings. There was also a total of 17
committee meetings. In addition, management confers frequently with its
Directors on an informal basis to discuss Corporation affairs. Other than
Directors who are also officers of the Corporation, Directors serving in 2000
received an annual retainer of $25,000 and were each granted 1,500 non-qualified
stock option awards in accordance with the Martin Marietta Materials, Inc.
Amended and Restated Stock-Based Award Plan. Directors also received $1,000 for
each regular or special meeting of the Board and $500 for each Board committee
meeting attended, in addition to reimbursement for travel and other expenses
related to attendance at Board and committee meetings. Each committee chairman
(other than the chairman of the Executive Committee) also receives an annual fee
of $1,000.
 
       Pursuant to the Amended and Restated Martin Marietta Materials, Inc.
Common Stock Purchase Plan for Directors, Directors may currently receive their
compensation in cash 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. The Board of Directors unanimously
agreed that a minimum of 30% of each Director's annual retainer would be paid in
Common Stock and deferred under the plan.
 
       The Corporation's Board of Directors has five standing committees: an
Audit Committee, a Compensation Committee, an Ethics, Environment, Safety and
Health Committee, an Executive Committee and a Finance Committee.
 
       The Audit Committee, which is composed of Directors who are not officers
or employees of the Corporation, held four meetings during 2000. 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, relating to all accounting and auditing
matters of the Corporation. The Audit Committee recommends to the Board of
Directors the selection of the independent auditors. The Committee also monitors
the independence of the independent auditors. The Committee reviews 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; policies and procedures concerning audits,
accounting and financial controls; recommendations to improve existing
practices; and results of the audit and the report of the independent auditors.
The Committee also reviews the qualifications and the plan and scope of work of
the corporate internal audit function. The Committee's current members are
Directors Reed (Chairman), Adamson, McDonald and Menaker. The Corporation has
adopted a written charter, which is appended to this Proxy Statement.
 
       The Compensation Committee is composed of Directors who are not officers
or employees of the Corporation and 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. It held five meetings during
 
                                       6

<PAGE>   11
 
2000. 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 Leonard (Chairman), Bennett,
McDonald and Sansom.
 
       The Ethics, Environment, Safety and Health Committee held four meetings
during 2000. It monitors compliance with the Martin Marietta Materials, Inc.
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 Sansom (Chairman), Adamson, Menaker and Vinroot.
 
       The Executive Committee held no meetings during 2000. 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. The Committee's current members are Directors Bennett (Chairman),
Reed and Zelnak.
 
       The Finance Committee held four meetings during 2000. 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 Directors concerning changes to capital
structure, including the incurrence of long-term debt, issuance of equity
securities and the payment of dividends, as well as capital expenditures and the
contributions budget. The Committee's current members are Directors Bennett
(Chairman), Leonard, Reed and Zelnak.
 
       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.
 
       During the year ended December 31, 2000, all Directors attended at least
75% of the Board of Directors and committee meetings on which they served or
were invited.
 
                                       7

<PAGE>   12
 

                              INDEPENDENT AUDITORS
 
       The Board of Directors recommends that the shareholders ratify the
appointment of Ernst & Young LLP, independent auditors, to audit the
consolidated financial statements of the Corporation for the fiscal year 2001.
The ratification of the appointment of Ernst & Young LLP is being submitted to
the shareholders because management believes this to be good corporate practice.
Should the shareholders fail to ratify this appointment, the Board of Directors
will review the matter. 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.
 
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" RATIFICATION OF SELECTION OF ERNST
& YOUNG LLP AS INDEPENDENT AUDITORS.
 

                       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 2000, the Corporation is not aware of any reporting person who
failed to file on a timely basis all reports required by Section 16(a) to be
filed during 2000.
 
 
                            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, 2000, 1999, and 1998. 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, 2000.

 
                                       8

<PAGE>   13
 
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                                                        LONG TERM
                                          ANNUAL COMPENSATION                         COMPENSATION
                              --------------------------------------------   -------------------------------
                                                                                   AWARDS          PAYOUTS
                                                                             ------------------   ----------
                                                                                 SECURITIES
                                                            OTHER ANNUAL         UNDERLYING          LTIP         ALL OTHER
NAME AND PRINCIPAL POSITION   YEAR    SALARY    BONUS(1)   COMPENSATION(2)   OPTIONS/SARS(#)(3)   PAYOUTS(4)   COMPENSATION(5)
---------------------------   ----   --------   --------   ---------------   ------------------   ----------   ---------------
<S>                           <C>    <C>        <C>        <C>               <C>                  <C>          <C>
Stephen P. Zelnak, Jr.......  2000   $655,000   $312,500      $402,868             90,000          $143,651        $5,950
  Chairman, President and     1999    615,000    297,500       383,798             75,000                --         5,600
  Chief Executive Officer     1998    558,333    300,000       386,673             60,000                --         5,600
Philip J. Sipling...........  2000    322,500    114,848        81,213             30,000            69,118         5,950
  Executive Vice President    1999    303,333     83,800       108,202             25,000                --         5,600
                              1998    269,375     76,772        99,002             20,000                --         5,600
Janice K. Henry.............  2000    262,958     70,600        90,713             20,000            64,973         5,950
  Senior Vice President and   1999    246,417     62,850        81,178             17,500                --         5,600
  Chief Financial Officer     1998    213,333    102,000        67,342             14,000                --         5,600
Donald M. Moe...............  2000    219,500     70,000        32,953             15,000            56,428         5,950
  Senior Vice President,      1999    203,503     70,000        23,047             12,000                --         5,600
  President -- Carolina
    Division                  1998    183,002     60,000        24,871              9,000                --         5,600
Bruce A. Deerson............  2000    223,250     68,700        29,273             15,000            55,751         5,950
  Vice President and          1999    213,333     70,700        26,104             12,500                --         5,600
  General Counsel             1998    193,750    130,285        19,507             10,000                --         5,600
</TABLE>

 
------------------------
 
(1) Bonuses earned in 2000 were paid pursuant to the Martin Marietta Materials,
    Inc. Executive Incentive Plan. A portion of the cash bonus in 2000, 1999 and
    1998 to be paid to the named executive officers and certain other key
    employees of the Corporation was deferred into stock-based awards pursuant
    to the Martin Marietta Materials, Inc. Incentive Stock Plan. The amounts
    deferred in 2000 for each of the named executive officers are as follows:
    Mr. Zelnak, $312,500; Mr. Sipling, $62,252; Ms. Henry, $70,600; Mr. Moe,
    $25,500; and Mr. Deerson, $22,900. The amounts deferred in 1999 for each of
    the named executive officers are as follows: Mr. Zelnak, $297,500; Mr.
    Sipling, $83,800; Ms. Henry, $62,850; Mr. Moe, $17,500; and Mr. Deerson,
    $20,000. The amounts deferred in 1998 for each of the named executive
    officers are as follows: Mr. Zelnak, $300,000; Mr. Sipling, $76,772; Ms.
    Henry, $52,000; Mr. Moe, $23,723; and Mr. Deerson, $14,168. The amounts
    reported under "Bonus" do not include such deferred portion which are
    reported under "Other Annual Compensation."
(2) The amounts reported under "Other Annual Compensation" represent the value
    of units that correspond to Common Stock credited to participants under the
    Martin Marietta Materials, Inc. Incentive Stock Plan (the "Plan"). Pursuant
    to the Plan, each participant at his or her election is permitted to use up
    to 50% of the annual incentive bonus earned by the participant to be
    credited towards units ("Units") that will subsequently be converted into
    Common Stock of the Corporation pursuant to the terms of the Plan at a 20%
    discount from the fair market value of the Common Stock (the closing price
    of the Common Stock as reported in the Wall Street Journal) on the date the
    amount of the bonus is determined. Each of the executive officers named are
    required to use a minimum of 10% of the annual incentive bonus towards the
    crediting of Units under the Plan, except for Mr. Zelnak, who is required to
    use a minimum of 25% towards the crediting of such Units. Any election to
    purchase Units under the Plan (in addition to the mandatory purchases) must
    be made at least six months prior to the date the amount of the annual
    incentive bonus is determined. The Units credited under the Plan generally
    vest on December 1 in the year that is immediately preceding three years
    from the date of grant, at which time shares of Common Stock are issued to
    the participant. Dividend equivalents are paid on the Units at the same rate
    as dividends are paid to all shareholders. Such payments are included in the
    amounts reported. The amounts reported under "Other Annual Compensation"
    represent the market value on the date of grant of the Units credited to
    each named executive officer. The number of Units credited for 2000 to each
    of the named executives is as follows: Mr. Zelnak, 9,655; Mr. Sipling,
    1,924; Ms. Henry, 2,182; Mr. Moe, 788; Mr. Deerson, 708. The number of Units
    credited for 1999 to each of the named executives is as follows: Mr. Zelnak,
    8,019; Mr. Sipling, 2,259; Ms. Henry, 1,695; Mr. Moe, 472; and Mr. Deerson,
    540. The number of Units credited for 1998 to each of the named executives
    is as follows: Mr. Zelnak, 6,865; Mr. Sipling, 1,757; Ms. Henry, 1,190; Mr.
    Moe, 543; and Mr. Deerson 325. The cost of perquisites furnished to each
    executive officer did not exceed the lesser of $50,000 or 10% of such
    officer's salary and bonus.
(3) Options granted are for Common Stock of the Corporation.
(4) Amounts reported under "LTIP Payouts" represent payouts of awards earned
    under the Martin Marietta Materials, Inc. Shareholder Value Achievement Plan
    which is described in "Long-Term Incentive Plan Awards in Last Fiscal Year"
    on page 11. The payouts were made in shares of Common Stock. The amounts
    reported reflect the dollar value of the Common Stock based on the closing
    price at year-end.
(5) Amounts reported under "All Other Compensation" represent matching
    contributions to the Corporation's Performance Sharing Plan.
 
                                       9

<PAGE>   14
 
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, 2000.
 

<TABLE>
<CAPTION>
                                                     INDIVIDUAL GRANTS(1)
                                   --------------------------------------------------------
                                                   PERCENT OF
                                                     TOTAL                                     POTENTIAL REALIZABLE VALUE
                                     NO. OF         OPTIONS                                    AT ASSUMED ANNUAL RATES OF
                                   SECURITIES      GRANTED TO                                 STOCK PRICE APPRECIATION FOR
                                   UNDERLYING      EMPLOYEES       EXERCISE OR                       OPTION TERM(2)
                                    OPTIONS            IN          BASE PRICE    EXPIRATION   -----------------------------
NAME                                GRANTED     FISCAL YEAR 2000    PER SHARE       DATE           5%              10%
----                               ----------   ----------------   -----------   ----------   -------------   -------------
<S>                                <C>          <C>                <C>           <C>          <C>             <C>
Stephen P. Zelnak, Jr............    90,000         19.43%          $45.9375      8/17/10      $2,600,086      $6,589,129
Philip J. Sipling................    30,000          6.48%           45.9375      8/17/10         866,695       2,196,376
Janice K. Henry..................    20,000          4.32%           45.9375      8/17/10         577,797       1,464,251
Donald M. Moe....................    15,000          3.24%           45.9375      8/17/10         433,348       1,098,188
Bruce A. Deerson.................    15,000          3.24%           45.9375      8/17/10         433,348       1,098,188
</TABLE>

 
------------------------
 
(1) Awards under the Stock-Based Award Plan are granted at the discretion of the
    Compensation Committee of the Board of Directors of the Corporation, which
    is comprised of disinterested directors (the "Committee") upon the
    recommendation of management of the Corporation, except for Mr. Zelnak, for
    whom the Committee formulates its own decision, and may be awarded based on
    past performance or as incentive for future efforts. A maximum of 5,000,000
    shares of the Corporation's stock are authorized under the Stock-Based Award
    Plan for grants to key employees. Each award under the Stock-Based Award
    Plan is evidenced by an award agreement setting forth the number and type of
    stock-based incentives subject to the award and such other terms and
    conditions applicable to the award as determined by the Committee. Under the
    award agreements, the 2000 options will vest and become exercisable in three
    approximately equal increments on August 17, 2001, 2002 and 2003 and expire
    10 years from the date of grant. No individual may receive annual grants for
    more than 10 percent of the shares available under the Stock-Based Award
    Plan. Options awarded in 2000 expire ninety days following termination of
    employment, except in instances following death, disability or retirement.
    In the event of death, all outstanding options vest immediately and will
    expire one year following the date of death. In instances of disability or
    normal retirement, the award agreement states that the terms of all
    outstanding options will be unaffected by such retirement or disability. In
    the event of early retirement, options that are not vested will terminate on
    the second business day after such retirement and options that are vested
    will terminate 90 days thereafter unless the Chief Executive Officer or, in
    the case of persons subject to Section 16 of the Securities Exchange Act of
    1934, the Committee determines that all outstanding options will be
    unaffected by such retirement. In the event of a change in control (as
    defined in the Stock-Based Award Plan), the vesting date of all outstanding
    options are accelerated so as to cause all outstanding options to become
    exercisable. The exercise price of the shares of Common Stock subject to
    options is set by the Committee and must be at least 100% of the fair market
    value of the shares on the date the option is granted. The award agreement
    provides that shares to be issued upon exercise of options may be purchased
    by the Corporation in the open market.
(2) The dollar amounts set forth in these columns are the result of calculations
    at the 5 percent and 10 percent rates set by the Securities and Exchange
    Commission, and therefore are not intended to forecast possible future
    appreciation, if any, of the price of the Common Stock.
 
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.
 
                                       10

<PAGE>   15
 

<TABLE>
<CAPTION>
                                                                           NUMBER OF SECURITIES                VALUE OF
                                                                                UNDERLYING             UNEXERCISED IN-THE-MONEY
                                                                          UNEXERCISED OPTIONS AT                OPTIONS
                                                 SHARES                     FISCAL YEAR-END(1)           AT FISCAL YEAR-END(2)
                                                ACQUIRED      VALUE     ---------------------------   ---------------------------
NAME                                           ON EXERCISE   REALIZED   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                                           -----------   --------   -----------   -------------   -----------   -------------
<S>                                            <C>           <C>        <C>           <C>             <C>           <C>
Stephen P. Zelnak, Jr........................      --          --         134,667        160,000       $649,989           0
 
Philip J. Sipling............................      --          --          75,666         53,334        843,450           0
 
Janice K. Henry..............................      --          --          56,166         36,334        647,800           0
 
Donald M. Moe................................      --          --          41,000         26,000        501,550           0
 
Bruce A. Deerson.............................      --          --          42,832         26,668        508,350           0
</TABLE>

 
------------------------
 
(1) Options granted by the Corporation in 2000 as shown in "Option Grants in
    Last Fiscal Year" on page 10, all of which were unexercisable at year-end,
    are included in this table. Options granted by the Corporation in 1999,
    one-third of which vested in 2000; in 1998, two-thirds of which were vested
    in 2000; and in 1997 and in prior years, all of which were vested in 2000,
    are also included in this table.
(2) The value presented represents the difference between the closing price of
    the stock at year-end and the exercise price of the options. Options that
    were not in-the-money at year-end are not included in this table.
 
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
 
       Shown below is information on awards under the long-term incentive plan
granted to the named executives in the fiscal year ended December 31, 2000.
 

<TABLE>
<CAPTION>
 
                                                                  PERFORMANCE
                                                       NO. OF        OR OTHER        ESTIMATED FUTURE PAYOUTS UNDER
                                                      SHARES,      PERIOD UNTIL      NON-STOCK PRICE-BASED PLANS(2)
                                                      UNITS OR      MATURATION    -------------------------------------
NAME                                                OTHER RIGHTS   OR PAYOUT(1)   THRESHOLD(#)   TARGET(#)   MAXIMUM(#)
----                                                ------------   ------------   ------------   ---------   ----------
<S>                                                 <C>            <C>            <C>            <C>         <C>
Stephen P. Zelnak, Jr.............................      N/A          3 years         2,406         4,812       9,624
 
Philip J. Sipling.................................      N/A          3 years         1,213         2,425       4,850
 
Janice K. Henry...................................      N/A          3 years           993         1,985       3,970
 
Donald M. Moe.....................................      N/A          3 years           815         1,629       3,258
 
Bruce A. Deerson..................................      N/A          3 years           815         1,629       3,258
</TABLE>

 
------------------------
 
(1) The performance period for awards granted in 2000 under the Shareholder
    Value Achievement Plan (the "Achievement Plan") is the three fiscal years
    beginning January 1, 2000 and ending December 31, 2002.
(2) Awards are denominated in units that relate to a number of shares of the
    Corporation's Common Stock where threshold, target and maximum numbers
    represent the degree to which the performance goals are achieved at the end
    of the three-year performance period. Awards under the Achievement Plan are
    based upon a combination of factors, including a total return to
    shareholders formula which compares the Corporation's total return to
    shareholders to that of the Standard and Poor's MidCap 400 Index and the
    Standard and Poor's Basic Materials Industrial Group. If the Corporation
    fails to meet the threshold performance objectives, no award is made under
    the Achievement Plan.
 
                                       11

<PAGE>   16
 
PENSION PLANS
 
       The named executives participated in the Martin Marietta Materials, Inc.
Pension Plan (the "Pension Plan"), which was sponsored by the Corporation and
covered 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 plans.
 

<TABLE>
<CAPTION>
                                                               YEARS OF SERVICE
                                           --------------------------------------------------------
REMUNERATION                                  15          20          25          30          40
------------                               --------    --------    --------    --------    --------
<S>                                        <C>         <C>         <C>         <C>         <C>
$100,000.................................  $ 20,736    $ 27,648    $ 34,560    $ 41,472    $ 55,885
$150,000(1)..............................    31,986      42,648      53,310      63,972      85,885
$200,000(1)..............................    43,236      57,648      72,060      86,472     115,885
$300,000(1)..............................    65,736      87,648     109,560     131,472     175,885
$400,000(1)..............................    88,236     117,648     147,060     176,472     235,885
$500,000(1)..............................   110,736     147,648     184,560     221,472     295,885
$750,000(1)..............................   166,986     222,648     278,310     333,972     445,885
$1,000,000(1)............................   223,236     297,648     372,060     446,472     595,885
$1,250,000(1)............................   279,486     372,648     465,810     558,972     745,885
</TABLE>

 
---------------
 
(1) The benefits payable under the Pension Plan may be limited by Sections
    401(a)(17) and 415(b) of the Internal Revenue Code. The maximum earnings
    amount in 2000 which may be considered to compute a benefit in accordance
    with Section 401(a)(17) of the Code is $170,000. The maximum annual amount
    payable under the Plan as of December 31, 2000 in accordance with Section
    415(b) of the Code is $135,000.
 
       Compensation covered by the pension plans 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 plans 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 plans 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 credited
service. Benefits payable under the Pension Plan are subject to current Internal
Revenue Code limitations. The SERP generally provides for the payment of
benefits in excess of the Internal Revenue Code limits, which benefits vest in
the same manner that benefits vest under the Pension Plan. The SERP provides for
a lump sum payment of the vested benefits provided by the SERP unless the
participant chooses to receive the benefits in the same manner that benefits are
paid under the Pension Plan. The amounts listed in the foregoing table are not
subject to any deduction for Social Security benefits or other offsets amounts.
 
       As of December 31, 2000, the estimated total annual benefits payable upon
retirement at age 65 for the individuals named in the compensation table, based
on continued employment at current compensation, are as follows: Mr. Zelnak,
$533,670; Mr. Sipling, $197,891; Ms. Henry, $235,301; Mr. Moe, $163,438; and Mr.
Deerson, $165,453. 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. Deerson are 28.75 years, 27.67
years, 41.67 years, 36.92 years, and 36.75 years, respectively.
 
                                       12

<PAGE>   17
 
EMPLOYMENT PROTECTION AGREEMENTS
 
       The Corporation has entered into Employment Protection Agreements, as
amended from time to time, (the "Agreements") with each of the named executive
officers. 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, (iv) a liquidation or
dissolution of the Corporation, or (v) a sale of all or substantially all of the
Corporation's assets.
 
       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 twice 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 two 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. 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.
 
       The term of the Agreements is three years 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.
 
                                       13

<PAGE>   18
 

                         SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT
 
FIVE PERCENT SHAREHOLDERS
 
       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 16, 2001. To the
best of the Corporation's knowledge, based solely on filings on Schedule 13G
with the Securities and Exchange Commission, no person (other than as disclosed
below) owned more than 5 percent of any class of the Corporation's outstanding
voting securities at the close of business on March 16, 2001.
 

<TABLE>
<CAPTION>
 
        NAME AND ADDRESS            AMOUNT AND NATURE OF     PERCENT
        OF BENEFICIAL OWNER          BENEFICIAL OWNERSHIP     OF CLASS
        -------------------          --------------------     --------
<S>                                  <C>                      <C>
Davis Selected Advisers, L.P.(1)          6,450,100            13.64%
124 East Marcy Street
Santa Fe, NM 87501
 
FMR Corp.(2)                              4,787,834            10.12%
82 Devonshire Street
Boston, MA 02109
</TABLE>

 
------------------------
 
(1) As reported in Schedule 13G dated February 14, 2001 filed with the
    Securities and Exchange Commission.
(2) As reported in Schedule 13G/A dated February 14, 2001 filed with the
    Securities and Exchange Commission. The total includes stock held by certain
    affiliated entities and individuals over which FMR Corp. and such affiliates
    have the sole power to vote or to direct the vote of 1,560,400 shares and
    the sole power to dispose or direct the disposition of 4,787,834 shares as a
    result of acting as investment adviser or subadviser to certain investment
    companies.
 
DIRECTORS AND EXECUTIVE OFFICERS
 
       The following table sets forth information as of March 16, 2001 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.
 

<TABLE>
<CAPTION>
NAME OF                                         AMOUNT AND NATURE OF
BENEFICIAL OWNER                               BENEFICIAL OWNERSHIP(1)
----------------                               -----------------------
<S>                                            <C>
Richard G. Adamson...........................             7,591(2)
Marcus C. Bennett............................            12,057(2)
Bruce A. Deerson.............................            57,919(3)(4)
Janice K. Henry..............................            72,730(3)(4)
Bobby F. Leonard.............................            10,567(2)
William E. McDonald..........................             6,642(2)
Frank H. Menaker, Jr.........................            10,485(2)
Donald M. Moe................................            48,713(3)(4)
James M. Reed................................            10,014(2)
William B. Sansom............................             9,182(2)
Philip J. Sipling............................            96,316(3)(4)
</TABLE>

 
                                       14

<PAGE>   19
 

<TABLE>
<CAPTION>
NAME OF                                         AMOUNT AND NATURE OF
BENEFICIAL OWNER                               BENEFICIAL OWNERSHIP(1)
----------------                               -----------------------
<S>                                            <C>
Richard A. Vinroot...........................             7,780(2)
Stephen P. Zelnak, Jr........................           183,230(3)(5)()
All Directors and executive officers as a
   group (16 individuals including those
   named above)..............................           588,832(3)(4)
</TABLE>

 
---------------
(1) As to the shares reported, unless indicated otherwise, (i) beneficial
    ownership is direct, and (ii) the person indicated has sole voting and
    investment power. None of the Directors or named executive officers
    individually own in excess of one percent of the shares of Common Stock
    outstanding. All Directors and executive officers as a group own 1.23% of
    the shares of Common Stock outstanding as of March 16, 2001.
(2) Amounts reported include compensation paid on a quarterly basis that
    Directors have received in Common Stock units that is deferred pursuant to
    the Amended and Restated Martin Marietta Materials, Inc. Common Stock
    Purchase Plan for Directors. The Directors do not have voting or investment
    power for their respective share units. The number of Common Stock units
    credited to each of the Directors as of March 16, 2001 is as follows: Mr.
    Adamson, 1,691; Mr. Bennett, 3,557; Mr. Leonard, 1,317; Mr. McDonald, 2,142;
    Mr. Menaker, 3,435; Mr. Reed, 2,514; Mr. Sansom, 3,632; and Mr. Vinroot,
    3,280. Amounts reported also include options for Common Stock in the amount
    of 4,500 for each Director, all of which are exercisable.
(3) The number of shares owned for each of Messrs. Deerson, Moe, Sipling, Zelnak
    and Ms. Henry and all Directors and executive officers as a group assumes
    that options held by each of them covering shares of Common Stock in the
    amounts indicated, which are currently exercisable within 60 days of March
    16, 2001, have been exercised: Mr. Deerson, 42,832; Ms. Henry, 56,166; Mr.
    Moe, 41,000; Mr. Sipling, 75,666; Mr. Zelnak, 134,667; and all Directors and
    executive officers as a group, 418,327. The amounts reported also include
    Common Stock units credited to each of the named executives in connection
    with (i) their deferral of a portion of their cash bonus under the Martin
    Marietta Materials, Inc. Incentive Stock Plan, and (ii) restricted stock
    awards granted in January 2001 under the Martin Marietta Materials, Inc.
    Amended and Restated Stock-Based Award Plan that are subject to forfeiture
    in accordance with the terms of the plan, each in the following amounts: Mr.
    Deerson, 1,573 and 1,850, respectively; Ms. Henry, 5,067 and 2,384,
    respectively; Mr. Moe, 1,803 and 1,850, respectively; Mr. Sipling, 5,940 and
    2,767, respectively; Mr. Zelnak, 24,539 and 5,492, respectively; and all
    Directors and executive officers as a group, 45,046 and 18,936,
    respectively. There are no voting rights associated with the stock units.
(4) Includes an approximation of the number of shares in the participant's
    account in the Martin Marietta Materials, Inc. Performance Sharing Plan.
(5) Includes 8,000 shares held by the Zelnak Private Foundation of which Mr.
    Zelnak and his wife are trustees and share voting and investment power.
 
                      REPORT OF THE COMPENSATION COMMITTEE
                           ON EXECUTIVE COMPENSATION
 
       The Corporation's executive compensation program is administered by the
Compensation Committee (the "Committee") of the Board of Directors, which
consists entirely of Board members who are neither officers nor employees of the
Corporation. The role of the Compensation Committee is, among other things, to
approve salaries and other compensation of the executive officers of the
Corporation and to review, approve and administer grants of stock options and
equity-related awards to all employees, including the principal officers of the
Corporation, and 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.
 
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
 
                                       15

<PAGE>   20
 
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 2000
 
       The key elements of the Corporation's compensation structure are base
salary, annual incentives and long-term incentives, each of which is intended to
accomplish the overall compensation philosophy.
 
       Annual Compensation -- Base Salary.   In setting base salaries for 2000,
the Committee reviewed information drawn from various sources, including proxy
statements and surveys conducted by an outside compensation consulting firm of a
selected peer group of companies in the aggregates, cement and specialty
chemical industries, including those in the Performance Graph peer group on page
21, and 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 group of peer companies set forth in
the Performance Graph on page 21 because of the Committee's belief that the
larger group better represents the market within which it competes for executive
talent. 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 proposed
individual salary for each executive is presented by the Chief Executive Officer
to the Committee, along with data supporting the recommendations. The Committee
retains complete discretion in awarding salaries for executives. The total cash
compensation (base salary and bonus described below) for each of the named
executive officers was at approximately the median compensation of executives
having similar responsibilities in the compensation surveys, including those in
the Performance Graph peer group.
 
       The base salary for the Chairman, President and Chief Executive Officer
of the Corporation was increased during 2000 to $665,000. This represents an
approximate 4.7 percent increase from 1999. The rate of increase in 2000
reflected the Committee's determination that Mr. Zelnak's continued superior
stewardship of the Corporation resulted in record sales despite a slowdown in
construction aggregates demand, unusually severe weather and a significant
increase in fuel costs, factors that impacted the entire aggregates industry. In
addition, the Corporation completed five acquisitions in 2000 in strategic
locations. The Committee also reviewed base salary data for chief executive
officers in the compensation studies and in the Performance Graph peer group.
 
                                       16

<PAGE>   21
 
       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 2000, 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 policy on ethics and standards of
conduct, 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 percent of the determination is made with respect to the
Corporation's performance and 50 percent 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 $625,000 for 2000
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. The Committee believes that an evaluation of Mr. Zelnak's
overall performance during 2000 in achieving record sales and in implementing
certain initiatives to position the Corporation for future growth reflects the
preeminent leadership of Mr. Zelnak and the hard work of a dedicated management
team. The Corporation's Incentive Stock Plan (discussed more generally below)
requires Mr. Zelnak to use 25% of his 2000 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 25% more, for a total
of 50% of his annual incentive bonus, towards Common Stock units. Although there
was no special attempt to set Mr. Zelnak's 2000 bonus in any particular
relationship to the compensation data, Mr. Zelnak's bonus was above the median
level of bonus compensation of CEO's in the compensation surveys, including
those in the Performance Graph peer group. His total cash compensation (base
salary and bonus) was slightly above the median compensation of those CEOs. The
Compensation Committee retains complete discretion in determining the amount of
incentive compensation to
 
                                       17

<PAGE>   22
 
be awarded to Mr. Zelnak. Consequently, no particular weighting of criteria is
required or performed.
 
       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 138 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 2000 stock option award decisions, the Committee elected
to provide option awards, as a multiple of base salary, near the average for
awards made by firms in a national compensation group comprised of the same
companies surveyed in the Compensation Committee's review of base salaries. 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 90,000 options in 2000 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 2000, a group of
54 executive officers and key personnel participated 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 executive 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 attracting and retaining key employees, to link directly
executive officer and management compensation to shareholder returns, and to
foster stock ownership in the Corporation among its key employees.

       Long Term Compensation -- Shareholder Value Achievement Plan Awards.   In
2000, a group of 14 executive officers and key personnel was granted awards
under the Martin Marietta Materials, Inc. Shareholder Value Achievement Plan
(the "Achievement Plan"). The primary
 
                                       18

<PAGE>   23
 
purpose of the Achievement Plan is to foster and promote the long-term growth
and performance of the Corporation by enhancing the Corporation's ability to
attract and retain qualified key employees and motivate key employees through
performance-based incentives.
 
       The Committee periodically reviews the components of the Corporation's
executive compensation program to ensure that pay levels are competitive and
that incentive opportunities are effective in attracting and retaining talented
employees. In 2000, the comparative groups used in the Achievement Plan were
changed to more accurately compare the Corporation's performance to those
companies that the Committee believes the Corporation competes with for
investors. The 2000 awards granted under the Achievement Plan allow long term
incentives to be earned by the Chief Executive Officer and the other
participants when the Corporation attains specific return on capital goals that
are equally weighted and are determined by a total return to shareholders
ranking that must be at least in the 40th percentile as compared to the Standard
and Poor's index of 400 MidCap companies and to the Standard and Poor's Basic
Materials Industrial Group. The groups used as comparisons under the Achievement
Plan differ from and are larger than the peer group used in the Performance
Graph because the Corporation has historically compared its financial
performance against a larger competitor group for compensation purposes. In
addition, the Committee believes that investors in the Corporation compare its
performance to those in these larger competitor groups. Awards earned under this
plan are made in Common Stock that vests at the end of a three-year period if
the performance goals are attained. The objective of this plan is to focus
senior management's attention on certain critical factors affecting the
Corporation's long term performance and reward them for making successful long
term decisions. The value of these awards may vary considerably based on the
Corporation's stock price performance.
 
       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 2000.
 
       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
 
                                       19

<PAGE>   24
 
general compensation policies and objectives that are currently in place best
serves shareholder interests.
 
March 20, 2001
 
                                       COMPENSATION COMMITTEE
 
                                       Bobby F. Leonard, Chairman
                                       Marcus C. Bennett
                                       William E. McDonald
                                       William B. Sansom
 
                                       20

<PAGE>   25
 
                     COMPARISON CUMULATIVE TOTAL RETURN(1)
                    MARTIN MARIETTA MATERIALS, INC., S&P 500
                             AND PEER GROUP INDICES
 
       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") and a
market capitalization weighted index containing a group of peer companies in the
aggregates and cement industries selected by the Corporation. The peer group
consists of the following companies: Florida Rock Industries, Inc., Lafarge
Corporation, Martin Marietta Materials, Inc. and Vulcan Materials Company.(2)
 

<TABLE>
<CAPTION>
                                                           MLM                    S&P 500 INDEX                PEER GROUP
                                                           ---                    -------------                ----------
<S>                                             <C>                         <C>                         <C>
12/31/95                                                 100.00                      100.00                      100.00
12/31/96                                                 115.00                      122.96                      110.81
12/31/97                                                 183.69                      163.98                      178.00
12/31/98                                                 316.02                      210.85                      254.04
12/31/99                                                 210.64                      255.21                      204.57
12/31/00                                                 220.24                      231.98                      224.37
</TABLE>

 
------------------------
 
(1) Assumes that the investment in the Corporation's Common Stock and each index
    was $100, with quarterly reinvestment of dividends.
(2) The peer group index includes CalMat Co. up until the time of its merger
    into Vulcan Materials Company as of January 6, 1999.
 
                                       21

<PAGE>   26
 
                 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
                    PARTICIPATION IN COMPENSATION DECISIONS
 
       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.
 
                          CERTAIN RELATED TRANSACTIONS
 
       Mr. Vinroot is a partner with the law firm of Robinson, Bradshaw &
Hinson, P.A., which has provided certain legal services for the Corporation in
an amount less than 5% of such firm's gross revenues for the firm's last fiscal
year.
 
                AUDIT COMMITTEE REPORT OF THE BOARD OF DIRECTORS
 
       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 and accounting systems and controls. The Committee has a
direct line of communication with the Corporation's independent auditors and the
director of the internal audit function. The Committee is composed entirely of
independent directors as defined by the listing standards of the New York Stock
Exchange. The Board has adopted a written Audit Committee charter, a copy of
which is included as an appendix to this Proxy Statement.
 
       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 2000. In addition,
the Committee has discussed with the independent auditors matters such as the
quality (in addition to acceptability), clarity, consistency and completeness of
the Corporation's financial reporting, as required by Statement on Auditing
Standards No. 61, Communication with Audit Committees as amended by Statement on
Auditing Standards No. 90, Audit Committee Communications.
 
       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.
 
                                       22

<PAGE>   27
 
       Based on these reviews and discussions, the Committee has recommended to
the Board that the audited financial statements be included in the Corporation's
2000 Annual Report on Form 10-K for filing with the Securities and Exchange
Commission.
 
March 20, 2001
 
                                       AUDIT COMMITTEE
 
                                       James M. Reed, Chairman
                                       Richard G. Adamson
                                       William E. McDonald
                                       Frank H. Menaker, Jr.
 
                       FEES PAID TO INDEPENDENT AUDITORS
 
       AUDIT FEES:   The aggregate fees billed for professional services
rendered by Ernst & Young LLP to the Corporation in connection with the annual
audit and for the reviews during 2000 of the Corporation's financial statements
included in the quarterly reports on Form 10Q were $579,000.
 
       ALL OTHER FEES:   The aggregate fees billed for professional services
rendered by Ernst & Young LLP to the Corporation in connection with
audit-related services, including pension and subsidiary audits, business
acquisitions, accounting consultations, internal audit and Securities and
Exchange Commission registrations, were $325,000. The aggregate fees billed for
professional services rendered by Ernst & Young LLP to the Corporation in 2000
in connection with non-audit related activities, including tax compliance and
consulting services, were $378,000. The total aggregate non-audit fees billed
for all other fees for professional services rendered by Ernst & Young LLP to
the Corporation in 2000 were $703,000.
 
       In appointing Ernst & Young LLP to serve as independent auditors for the
year ending December 31, 2001, the Audit Committee considered whether the
provision of these non-audit related services is compatible with maintaining the
independent auditors' independence.
 
                                       23

<PAGE>   28
 
                              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, 2000, 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.
 
                          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 $15,000. 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.
 
                SHAREHOLDERS' PROPOSALS FOR 2002 ANNUAL MEETING
 
       Proposals by shareholders for nominations for directors or other matters
intended to be presented at the 2002 Annual Meeting of Shareholders of the
Corporation must be received by the Secretary of the Corporation no later than
November 26, 2001 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 2002
 
                                       24

<PAGE>   29
 
Annual Meeting of Shareholders, proposals must be received by the Secretary of
the Corporation no earlier than February 21, 2002 and no later than March 25,
2002. 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.
 
                                       MARTIN MARIETTA MATERIALS, INC.
 
March 22, 2001
 
                                       25

<PAGE>   30
 
                                   APPENDIX A
 
                        MARTIN MARIETTA MATERIALS, INC.
                            AUDIT COMMITTEE CHARTER
 
       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 and auditing matters of this Corporation.
 
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,
including the independence and experience requirements. 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.
 
MEETINGS
 
       The Committee will hold quarterly meetings with appropriate management
personnel, representatives of the Corporation, independent auditors and the
internal audit department, and will meet in separate executive sessions with the
Corporation's independent auditors and internal audit department representatives
to review and resolve any 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 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.
In carrying out its oversight function, the Committee will perform the
following:
 
INDEPENDENT AUDITORS:
 
   Selection
 
       Select and evaluate the independent auditors and recommend to the Board
the appointment (or the nomination of the independent auditors to be proposed
for shareholder approval in a proxy statement) or, where appropriate, the
replacement of the independent auditors. This includes communicating to the
independent auditors that they are ultimately accountable to the Committee and
the Board.
 
                                      A-1

<PAGE>   31
 
   Independence
 
       1. Inquire as to the independence of the independent auditors and receive
          from the independent auditors, at least annually, a formal written
          statement delineating all relationships between the independent
          auditors and the Corporation as contemplated by Independence Standards
          Board Standard No. 1, Independence Discussions with Audit Committees.
 
       2. Actively engage in a dialogue with the independent auditors with
          respect to any disclosed relationships or services that may impact the
          objectivity and independence of the independent auditors and, if
          appropriate, recommend that the Board take action in response to the
          independent auditors' report to satisfy itself of the independent
          auditors' independence.
 
   Annual Procedures
 
       1. Prior to the end of the fiscal year, review and approve the scope and
          timing of the annual independent audit of the Corporation's financial
          statements. The Committee's review should include an explanation from
          the independent auditors of the factors considered by the auditors in
          determining the audit scope, including the major risk factors.
 
       2. Engage the independent auditors to perform a timely quarterly review
          of the interim financial statements in accordance with Statement on
          Auditing Standards No. 71, Interim Financial Information.
 
       3. Meet with management, the internal auditors and the independent
          auditors to discuss any relevant significant recommendations that the
          independent auditors may have, particularly those characterized as
          "material," review management's responses, and receive follow-up
          reports on actions taken.
 
       4. Discuss with the independent auditors the quality of the Corporation's
          financial, accounting and auditing personnel.
 
       5. Review annually, in consultation with management, the fee arrangement
          with the independent auditors and approve the fees and other
          significant compensation to be paid to the independent auditors,
          including the nature, extent and fees for any services performed for
          the Corporation outside of the annual audit.
 
INTERNAL AUDITORS:
 
       1. Review the qualifications and work of the Corporation's internal
          auditing staff, including the adequacy of its budget and staffing.
 
       2. Review annually and discuss with management and the independent
          auditors the plan and scope of internal audit's work plan for the
          year, including coordination of the audit with the independent
          auditors. During this review, inquire about the Corporation's
          significant risks and exposures and assess the steps taken by
          management and the internal auditors to minimize such risks and
          exposures to the Corporation. Review periodically, as appropriate, any
          changes in the internal audit scope or work plan.
 
                                      A-2

<PAGE>   32
 
       3. Review significant reports prepared by internal audit together with
          management's response and follow-up to these reports.
 
       4. Communicate to the internal auditors that they are ultimately
          accountable to the Committee and the Board.
 
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:
 
       1. The annual financial statements and related footnotes and financial
          information to be included in the Corporation's annual report to
          shareholders and on Form 10-K prior to its filing.
 
       2. Results of the audit of the financial statements and the related
          report thereon and, if applicable, a report on changes during the year
          in accounting principles and their application.
 
       3. Significant changes to the external audit plan and significant
          variations in the actual scope of the independent audit, if any, and
          any serious disputes or difficulties with management encountered
          during the audit. Inquire about the cooperation received by the
          independent auditors during their audit, including access to all
          requested records, data and information. Inquire of the independent
          auditors whether there have been any disagreements with management,
          which if not satisfactorily resolved, would have caused them to issue
          a nonstandard report on the Corporation's financial statements and
          whether any limitations have been placed by management on the scope or
          nature of their audit procedures.
 
       4. Other communications as required to be communicated by the independent
          auditors by Statement of Auditing Standards (SAS) 61 as amended by SAS
          90 relating to the conduct of the audit.
 
       5. If deemed appropriate after such review and discussion, recommend to
          the Board that the financial statements be included in the
          Corporation's annual report on Form 10-K.
 
       6. Review and, at least annually, receive a written report from the
          Corporation's counsel regarding any legal, regulatory and
          environmental matters that may have a material impact on the financial
          statements.
 
       Interim Financial Statements.   At the written request of the independent
auditors, the Committee, through its 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.
 
                                      A-3

<PAGE>   33
 
       Financial Reporting Practices.   The Committee will review annually with
management, the internal auditors and the independent auditors the following:
 
       1. The Corporation's accounting and financial reporting controls. In
          connection with such review, obtain annually in writing from the
          independent auditors their letter as to the adequacy and effectiveness
          of the Corporation's accounting and financial reporting controls.
 
       2. Significant accounting and reporting principles, practices and
          procedures applied by the Corporation in preparing its financial
          statements, including any changes thereto, significant judgments that
          may affect the financial results and any recommendations to improve
          existing practices.
 
GENERAL MATTERS
 
       The Committee is granted the authority to investigate any matter or
activity within the scope of its responsibility. In that regard, the Committee
may retain consultants or experts as it deems necessary to assist in its
investigations. All employees will be directed to cooperate as requested by
members of the Committee.
 
       The Committee will review and reassess the adequacy of this charter
annually in compliance with applicable NYSE Audit Committee Requirements and
recommend proposed changes, if any, to the Board for approval.
 
       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.
 
       All formal action by the Committee will be reported to the Board at its
meeting next succeeding such action, and will be subject to revisions and
alteration by the Board as appropriate.
 
                                      A-4

<PAGE>   34
 
                     (MARTIN MARIETTA MATERIALS, INC. LOGO)
                        Martin Marietta Materials, Inc.
                               2710 Wycliff Road
                                  919-781-4550
                             www.martinmarietta.com
                             NYSE Stock Symbol: MLM

<PAGE>   35
 
                            - FOLD AND DETACH HERE -
 
                        MARTIN MARIETTA MATERIALS, INC.
 
               PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
                     ANNUAL MEETING TO BE HELD MAY 22, 2001
 
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
22, 2001, and at any adjournment thereof.
 
1. ELECTION OF DIRECTORS: Nominees are Richard G. Adamson, Marcus C. Bennett and
   Bobby F. Leonard
 
   [ ] FOR all listed nominees (except do not vote for the nominee(s) whose
   name(s) I have written below)
 
             -----------------------------------------------------
 
  [ ] WITHHOLD AUTHORITY to vote for the listed nominees
 
2. RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
 
    [ ] FOR                [ ] AGAINST                [ ] ABSTAIN
 
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
   BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, OR ANY ADJOURNMENTS
   THEREOF.

<PAGE>   36
 
                        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 and FOR the ratification of
selection of Ernst & Young LLP as independent auditors. The Board of Directors
recommends voting FOR each item.
 
Receipt of Notice of Annual Meeting of Shareholders and accompanying Proxy
Statement is hereby acknowledged.
 
                                              PLEASE DATE AND SIGN EXACTLY AS
                                              PRINTED BELOW AND RETURN PROMPTLY
                                              IN THE ENCLOSED POSTAGE PAID
                                              ENVELOPE.
 
                                                  Dated:                  , 2001
                                                        ------------------
 
                                                  ------------------------------
                                                  Signature and Title
 
                                                  ------------------------------
                                                  Signature if held jointly
 
                                                  (WHEN SIGNING AS ATTORNEY,
                                                  EXECUTOR, ADMINISTRATOR,
                                                  TRUSTEE, GUARDIAN, ETC., GIVE
                                                  TITLE AS SUCH. IF JOINT
                                                  ACCOUNT, EACH JOINT OWNER
                                                  SHOULD SIGN. IF A CORPORATION
                                                  OR A PARTNERSHIP, SIGN FULL
                                                  CORPORATE NAME OR PARTNERSHIP
                                                  NAME, AS THE CASE MAY BE, BY
                                                  AN AUTHORIZED PERSON.)