FORM OF AGREEMENT AND PLAN OF MERGER Dated as of [ ], 2012 Among VULCAN MATERIALS COMPANY, MARTIN MARIETTA MATERIALS, INC. and [MERGER SUB]Form of Agreement and Plan of Merger • December 12th, 2011 • Martin Marietta Materials Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of [ ], 2012, among Vulcan Materials Company, a New Jersey corporation (the “Company”), Martin Marietta Materials, Inc., a North Carolina corporation (“Parent”), and [MERGER SUB], a [ ] corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
