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$31	Preview Subscribers	2003	Executive Incentive Plan [Amended and Restated] Executive Incentive Plan [Amended and Restated] (9K) Doc #128523: Click preview link for longer preview. MARTIN MARIETTA MATERIALS, INC. AMENDED AND RESTATED EXECUTIVE INCENTIVE PLAN I. PURPOSE The purpose of the Martin Marietta Materials, Inc. Executive Incentive Plan (the Plan) is to enhance profits and overall performance by providing for its key management an additional inducement for achieving and exceeding Martin Marietta Materials, Inc. (MMM or the Corporation) performance objectives. Additionally, the Plan will allow a level of compensation that is appropriate when compared with compensation levels of other comparable organizations. II. STANDARD OF CONDUCT AND PERFORMANCE EXPECTATION A. It is expected that the business and individual goals and objectives established for this Plan will be accomplished in accordance with the Corporations policy on ethical conduct in business. It is a prerequisite before any award can be considered that a participant will have acted in accordance with the Martin Marietta Materials, Inc. Code of Ethics and Standards of Conduct and fostered an atmosphere to encourage all employees acting under the participants supervision to perform their duties in accordance with the highest ethical standards. Ethical behavior is imperative. Thus, in achieving ones goals, the individuals commitment and adherence to the Corporations ethical standards will be considered paramount in determining awards under this Plan. B. Plan participants whose individual performance is determined to be less than acceptable are not eligible to receive incentive awards. 128523	Martin Marietta Martin Marietta Materials Inc. ( Raw Materials ) As referenced in this Executive Incentive Plan [Amended and Restated]: MARTIN MARIETTA MATERIALS, – 3 g84297exv10w01.htm EX-10.01 AMENDED AND RESTATED EXEC. INCENTIVE PLAN Exhibit 10.01 MARTIN MARIETTA MATERIALS, INC. AMENDED AND RESTATED EXECUTIVE INCENTIVE PLAN I. PURPOSE The purpose of the Martin Martin Marietta Materials, – MARIETTA MATERIALS, INC. AMENDED AND RESTATED EXECUTIVE INCENTIVE PLAN I. PURPOSE The purpose of the Martin Marietta Materials, Inc. Executive Incentive Plan (the Plan) is to enhance profits and overall performance by Martin Marietta Materials, – overall performance by providing for its key management an additional inducement for achieving and exceeding Martin Marietta Materials, Inc. (MMM or the Corporation) performance objectives. Additionally, the Plan will allow a level Martin Marietta Materials, – any award can be considered that a participant will have acted in accordance with the Martin Marietta Materials, Inc. Code of Ethics and Standards of Conduct and fostered an atmosphere to encourage Martin Marietta Materials, – any, credited on an elective or non-elective basis to stock units pursuant to the Martin Marietta Materials, Inc. Incentive Stock Plan, as soon as practicable following the close of the Plan dt 30691
$40	Preview Subscribers	2003	Supplemental Executive Retirement Plan [Amended and Restated] Supplemental Executive Retirement Plan [Amended and Restated] (8K) Doc #145330: Click preview link for longer preview. CENTEX CORPORATION AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN PURPOSE Under the Internal Revenue Code (the "Code") the federal government sets a limit on the amount of annual compensation which may be considered in determining, for the account of an eligible participant, a company's contribution to a tax-qualified defined contribution plan, including the Profit Sharing and Retirement Plan of Centex Corporation (the "Plan"), and does not permit certain employees to participate in the Plan. The purpose of this non-qualified Supplemental Executive Retirement Plan ("SERP") is to establish balances for each participant in this SERP in an amount substantially equal to the contribution or additional contribution which he or she would have received under the Plan had 100% of his or her annual salary been eligible for a profit sharing contribution. The first SERP contribution was for the Plan year ended March 31, 1995. The Plan year was changed to a calendar year basis in 1999. 145330	Centex Centex Construction Products, Inc. As referenced in this Supplemental Executive Retirement Plan [Amended and Restated]: Centex Construction Products, – fixed income securities, or its successor. PAYOUT Upon termination of employment, including retirement from the Company and all its subsidiaries and affiliates (including Centex Construction Products, Inc. and its subsidiaries) the Company will become obligated to pay to an employee the entire vested balance in his or her _____________ dt 108999 ; Centex Centex Construction Products, Inc. ( Raw Materials ) As referenced in this Supplemental Executive Retirement Plan [Amended and Restated]: Centex Construction Products, – fixed income securities, or its successor. PAYOUT Upon termination of employment, including retirement from the Company and all its subsidiaries and affiliates (including Centex Construction Products, Inc. and its subsidiaries) the Company will become obligated to pay to an employee the entire vested balance in his or her _____________ dt 108999 ;	Centex Centex Corp. ( Construction )
$84	Preview Subscribers	2003	Agreement and Plan of Merger [Amended and Restated] Agreement and Plan of Merger [Amended and Restated] (243K) Doc #169312: Click preview link for longer preview. AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of November 4, 2003 (this Agreement), amends and restates in its entirety the AGREEMENT AND PLAN OF MERGER, dated as of July 21, 2003, by and among CENTEX CONSTRUCTION PRODUCTS, INC., a Delaware corporation (the Company), CENTEX CORPORATION, a Nevada corporation (Centex), and ARG MERGER CORPORATION, a Delaware corporation and a wholly owned subsidiary of Centex (Merger Sub). WITNESSETH: WHEREAS, Centex owns (i) all of the issued and outstanding shares of common stock, par value $.01 per share, of Merger Sub (Merger Sub Common Stock) and (ii) an aggregate of 11,962,304 shares of common stock, par value $.01 per share (Common Stock), of the Company, representing approximately 65% of the total number of issued and outstanding shares of Common Stock; WHEREAS, prior to the Effective Time (as hereinafter defined) of the Merger (as hereinafter defined), Centex plans to contribute to Merger Sub an aggregate of 9,220,000 shares of Common Stock owned by it (the Contributed Shares) and will retain 2,742,304 shares of Common Stock owned by it (the Additional Shares); WHEREAS, Centex and the Company desire that Merger Sub be merged with and into the Company (the Merger), upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the DGCL), with the result that (i) all of the issued and outstanding shares of Merger Sub Common Stock will be converted into an aggregate of 9,220,000 shares of a new class of common stock of the Company to be designated as Class B Common Stock, par value $.01 per share (Class B Common Stock), and (ii) all of the issued and outstanding shares of Common Stock, including the Additional Shares (other than the Contributed Shares, which will be canceled with no securities or other consideration being issued in exchange therefor) will remain issued and outstanding; WHEREAS, concurrently with the execution hereof, the Company and Centex are entering into an Amended and Restated Distribution Agreement, dated as of the date hereof (the Distribution Agreement), pursuant to which Centex has agreed, subject to the satisfaction of certain conditions set forth in the Distribution Agreement, to distribute on a pro rata basis to the holders of the common stock, par value $.25 per share, of Centex (the Distribution) (i) all of the Additional Shares and (ii) all of the shares of Class B Common Stock received by it as a result of the Merger (the Class B Common Stock and the Additional Shares shall be collectively referred to herein as the Distributable Shares); WHEREAS, the Distribution Agreement provides that the Company will pay a pro rata cash dividend (the Cash Dividend) to all of its stockholders in the amount of $6.00 per share of Common Stock; WHEREAS, in accordance with the terms of the Distribution Agreement, the Cash Dividend is to be paid prior to the Effective Time of the Merger, and the Merger is to occur prior to the consummation of the Distribution; WHEREAS, a special committee of the Board of Directors of the Company (the Special Committee) has determined that this Agreement and the Merger are fair to, and in the best interests of, the Company and its stockholders (other than Centex and Merger Sub); WHEREAS, the Board of Directors of the Company has, based in part on the determination of the Special Committee referred to above, (i) determined that this Agreement and the Merger are fair to and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and, subject to obtaining the approval of the stockholders of the Company as required under applicable law, the Merger, and (iii) declared this Agreement to be advisable; 1 WHEREAS, the Board of Directors of the Company has directed that this Agreement and the Governance Proposals (as hereinafter defined) the Authorized Capital Increase (as hereinafter defined), the Name Change Proposal (as hereinafter defined) and the Stockholder Rights Plan Proposal (as hereinafter defined) be submitted to the stockholders of the Company at the Stockholders Meeting (as hereinafter defined); WHEREAS, the Board of Directors of Merger Sub has (i) determined that this Agreement and the Merger are fair to and in the best interests of, Merger Sub and its sole stockholder, (ii) approved this Agreement and the Merger and (iii) declared the Merger Agreement to be advisable; WHEREAS, the sole stockholder of Merger Sub has approved this Agreement and the Merger by written consent of such sole stockholder; WHEREAS, the Merger is intended to constitute a reorganization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended; and WHEREAS, capitalized terms used herein have the meanings assigned to them in the provisions identified in Section 6.2; NOW, THEREFORE, in consideration of the premises, the terms and conditions set forth herein, the mutual benefits to be gained from the performance thereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I THE MERGER SECTION 1.1. The Merger. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall be the surviving corporation (the Surviving Corporation). (b) Following satisfaction or waiver of the conditions specified in Article IV, the Company and Merger Sub shall file a certificate of merger (the Certificate of Merger) with the Secretary of State of the State of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as is specified in the Certificate of Merger in accordance with applicable law (the Effective Time). (c) The Merger shall have the effects set forth in Section 259 of the DGCL. Without limiting the generality of the foregoing, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of the Company and Merger Sub, all as provided in the DGCL. SECTION 1.2. Effect on Capital Stock. At the Effective Time, automatically and without necessity of any action on the part of the Company or Merger Sub: (a) all of the shares of Merger Sub Common Stock outstanding immediately prior to the Effective Time shall be canceled and converted into 9,220,000 fully paid and non-assessable shares of Class B Common Stock of the Surviving Corporation and shall have the rights and privileges set forth in the Surviving Corporation Certificate of Incorporation (as hereinafter defined); (b) all of the Contributed Shares shall be canceled and shall cease to exist, and no stock of the Surviving Corporation or any other consideration shall be delivered in exchange therefor; and (c) all of the shares of Common Stock (including the Additional Shares) outstanding immediately prior to the Effective Time (other than the Contributed Shares), shall remain issued and outstanding, and 169312	Centex Centex Construction Products, Inc. As referenced in this Agreement and Plan of Merger [Amended and Restated]: CENTEX CONSTRUCTION PRODUCTS, – d10221aexv2w1.htm EX-2.1 AMENDED/RESTATED AGREEMENT & PLAN OF MERGER EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among CENTEX CONSTRUCTION PRODUCTS, INC., CENTEX CORPORATION and ARG MERGER CORPORATION dated as of November 4, 2003 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 _____________ CENTEX CONSTRUCTION PRODUCTS, – this Agreement), amends and restates in its entirety the AGREEMENT AND PLAN OF MERGER, dated as of July 21, 2003, by and among CENTEX CONSTRUCTION PRODUCTS, INC., a Delaware corporation (the Company), CENTEX CORPORATION, a Nevada corporation (Centex), and ARG MERGER CORPORATION, a Delaware corporation and a wholly _____________ Centex Construction Products, – Botts L.L.P. 2001 Ross Avenue Dallas, Texas 75201 Fax No.: (214) 953-6503 Attention: Geoffrey L. Newton If to the Company: Centex Construction Products, Inc. 2728 North Harwood Dallas, Texas 75201 Fax No.: (214) 981-6559 Attention: Chief Operating Officer and: The Special Committee of the _____________ Centex Construction Products, – 214) 981-6559 Attention: Chief Operating Officer and: The Special Committee of the Board of Directors c/o The Secretary of the Company Centex Construction Products, Inc. 2728 North Harwood Dallas, Texas 75201 Fax No.: (214) 981-6559 9 with a copy to: Haynes and Boone, LLP 901 _____________ CENTEX CONSTRUCTION PRODUCTS, – hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. CENTEX CONSTRUCTION PRODUCTS, INC. By: /s/ STEVEN R. ROWLEY Name: Steven R. Rowley Title: President & CEO CENTEX CORPORATION By: /s/ LAURENCE E. HIRSCH Name: Laurence _____________ dt 109002 ; Centex Centex Construction Products, Inc. ( Raw Materials ) As referenced in this Agreement and Plan of Merger [Amended and Restated]: CENTEX CONSTRUCTION PRODUCTS, – d10221aexv2w1.htm EX-2.1 AMENDED/RESTATED AGREEMENT & PLAN OF MERGER EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among CENTEX CONSTRUCTION PRODUCTS, INC., CENTEX CORPORATION and ARG MERGER CORPORATION dated as of November 4, 2003 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 _____________ CENTEX CONSTRUCTION PRODUCTS, – this Agreement), amends and restates in its entirety the AGREEMENT AND PLAN OF MERGER, dated as of July 21, 2003, by and among CENTEX CONSTRUCTION PRODUCTS, INC., a Delaware corporation (the Company), CENTEX CORPORATION, a Nevada corporation (Centex), and ARG MERGER CORPORATION, a Delaware corporation and a wholly _____________ Centex Construction Products, – Botts L.L.P. 2001 Ross Avenue Dallas, Texas 75201 Fax No.: (214) 953-6503 Attention: Geoffrey L. Newton If to the Company: Centex Construction Products, Inc. 2728 North Harwood Dallas, Texas 75201 Fax No.: (214) 981-6559 Attention: Chief Operating Officer and: The Special Committee of the _____________ Centex Construction Products, – 214) 981-6559 Attention: Chief Operating Officer and: The Special Committee of the Board of Directors c/o The Secretary of the Company Centex Construction Products, Inc. 2728 North Harwood Dallas, Texas 75201 Fax No.: (214) 981-6559 9 with a copy to: Haynes and Boone, LLP 901 _____________ CENTEX CONSTRUCTION PRODUCTS, – hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. CENTEX CONSTRUCTION PRODUCTS, INC. By: /s/ STEVEN R. ROWLEY Name: Steven R. Rowley Title: President & CEO CENTEX CORPORATION By: /s/ LAURENCE E. HIRSCH Name: Laurence _____________ dt 109002 ; Centex Centex Corp. ( Construction ) ;	Eagle Materials Eagle Materials Inc. As referenced in this Agreement and Plan of Merger [Amended and Restated]: Eagle Materials – Restated Certificate of Incorporation of the Company to change the name of the Company to Eagle Materials Inc. (the Name Change Proposal). The Special Committee and the Board of Directors of the EAGLE MATERIALS – Name: Laurence E. Hirsch Title: President 12 Exhibit A-1 RESTATED CERTIFICATE OF INCORPORATION OF EAGLE MATERIALS INC.1 The undersigned, being the President of Centex Construction Products, Inc., a Delaware corporation, EAGLE MATERIALS – Products, Inc., a Delaware corporation, hereby certifies that: 1. The name of the corporation is EAGLE MATERIALS INC.1 (the Corporation). The name under which the Corporation was originally incorporated is Centex Eagle Materials – Delaware, read in its entirety as follows: ARTICLE I The name of the Corporation is Eagle Materials Inc.1 ARTICLE II The address of the registered office of the Corporation in the EAGLE MATERIALS – the Supermajority Voting Proposal is approved. 8 Exhibit A-2 RESTATED CERTIFICATE OF INCORPORATION OF EAGLE MATERIALS INC.1 The undersigned, being the President of Centex Construction Products, Inc., a Delaware corporation, dt 30664 ; Eagle Materials Eagle Materials Inc. ( Raw Materials ) As referenced in this Agreement and Plan of Merger [Amended and Restated]: Eagle Materials – Restated Certificate of Incorporation of the Company to change the name of the Company to Eagle Materials Inc. (the Name Change Proposal). The Special Committee and the Board of Directors of the EAGLE MATERIALS – Name: Laurence E. Hirsch Title: President 12 Exhibit A-1 RESTATED CERTIFICATE OF INCORPORATION OF EAGLE MATERIALS INC.1 The undersigned, being the President of Centex Construction Products, Inc., a Delaware corporation, EAGLE MATERIALS – Products, Inc., a Delaware corporation, hereby certifies that: 1. The name of the corporation is EAGLE MATERIALS INC.1 (the Corporation). The name under which the Corporation was originally incorporated is Centex Eagle Materials – Delaware, read in its entirety as follows: ARTICLE I The name of the Corporation is Eagle Materials Inc.1 ARTICLE II The address of the registered office of the Corporation in the EAGLE MATERIALS – the Supermajority Voting Proposal is approved. 8 Exhibit A-2 RESTATED CERTIFICATE OF INCORPORATION OF EAGLE MATERIALS INC.1 The undersigned, being the President of Centex Construction Products, Inc., a Delaware corporation, dt 30664 ; More...
$83	Preview Subscribers	2003	Agreement and Plan of Merger Agreement and Plan of Merger (273K) Doc #174004: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER AMONG CENTEX CONSTRUCTION PRODUCTS, INC., CENTEX CORPORATION AND ARG MERGER CORPORATION DATED AS OF JULY 21, 2003 ================================================================================ {PAGE} TABLE OF CONTENTS {Table} {Caption} PAGE ---- {S} {C} {C} ARTICLE I THE MERGER...................................................................................3 SECTION 1.1. The Merger........................................................................3 SECTION 1.2. Effect on Capital Stock...........................................................3 SECTION 1.3. Share Certificates................................................................4 ARTICLE II THE SURVIVING CORPORATION...................................................................4 SECTION 2.1. Certificate of Incorporation......................................................4 SECTION 2.2. By-Laws...........................................................................5 SECTION 2.3. Directors and Officers............................................................5 ARTICLE III COVENANTS; REPRESENTATIONS AND WARRANTIES..................................................6 SECTION 3.1. Stockholders Meeting..............................................................6 SECTION 3.2. Filings; Other Actions............................................................7 SECTION 3.3. Reasonable Best Efforts...........................................................8 SECTION 3.4. Representations and Warranties of the Company.....................................8 SECTION 3.5. Representations and Warranties of Centex and Merger Sub...........................9 ARTICLE IV CONDITIONS TO THE MERGER...................................................................10 SECTION 4.1. Conditions to the Obligations of the Company.....................................10 SECTION 4.2. Conditions to the Obligations of Centex and Merger Sub...........................11 ARTICLE V TERMINATION.................................................................................11 SECTION 5.1. Termination......................................................................11 SECTION 5.2. Effect of Termination............................................................12 ARTICLE VI MISCELLANEOUS..............................................................................12 SECTION 6.1. Notices..........................................................................12 SECTION 6.2. Defined Terms....................................................................13 SECTION 6.3. Successors and Assigns...........................................................14 SECTION 6.4. Governing Law....................................................................14 SECTION 6.5. Counterparts; Effectiveness......................................................14 SECTION 6.6. Amendments.......................................................................15 {/Table} {PAGE} AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of July 21, 2003 (this "Agreement"), is entered into by and among CENTEX CONSTRUCTION PRODUCTS, INC., a Delaware corporation (the "Company"), CENTEX CORPORATION, a Nevada corporation ("Centex"), and ARG MERGER CORPORATION, a Delaware corporation and a wholly owned subsidiary of Centex ("Merger Sub"). WITNESSETH: WHEREAS, Centex owns (i) all of the issued and outstanding shares of common stock, par value $.01 per share, of Merger Sub ("Merger Sub Common Stock") and (ii) an aggregate of 11,962,304 shares of common stock, par value $.01 per share ("Common Stock"), of the Company, representing approximately 65% of the total number of issued and outstanding shares of Common Stock; WHEREAS, prior to the Effective Time (as hereinafter defined) of the Merger (as hereinafter defined), Centex plans to contribute to Merger Sub an aggregate of 9,220,000 shares of Common Stock owned by it (the "Contributed Shares") and will retain 2,742,304 shares of Common Stock owned by it (the "Additional Shares"); WHEREAS, Centex and the Company desire that Merger Sub be merged with and into the Company (the "Merger"), upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL"), with the result that (i) all of the issued and outstanding shares of Merger Sub Common Stock will be converted into an aggregate of 9,220,000 shares of a new class of common stock of the Company to be designated as Class B Common Stock, par value $.01 per share ("Class B Common Stock"), and (ii) all of the issued and outstanding shares of Common Stock, including the Additional Shares (other than the Contributed Shares, which will be canceled with no securities or other consideration being issued in exchange therefor) will remain issued and outstanding; WHEREAS, concurrently with the execution hereof, the Company and Centex are entering into a Distribution Agreement, dated as of the date hereof (the "Distribution Agreement"), pursuant to which Centex has agreed, subject to the satisfaction of certain conditions set forth in the Distribution Agreement, to distribute on a pro rata basis to the holders of the common stock, par value $.25 per share, of Centex (the "Distribution") (i) all of the Additional Shares and (ii) all of the shares of Class B Common Stock received by it as a result of the Merger (the Class B Common Stock and the Additional Shares shall be collectively referred to herein as the "Distributable Shares"); -1- {PAGE} WHEREAS, the Distribution Agreement provides that the Company will pay a pro rata cash dividend (the "Cash Dividend") to all of its stockholders in the amount of $6.00 per share of Common Stock; WHEREAS, in accordance with the terms of the Distribution Agreement, the Cash Dividend is to be paid prior to the Effective Time of the Merger, and the Merger is to occur prior to the consummation of the Distribution; WHEREAS, a special committee of the Board of Directors of the Company (the "Special Committee") has determined that this Agreement and the Merger are fair to, and in the best interests of, the Company and its stockholders (other than Centex and Merger Sub); WHEREAS, the Board of Directors of the Company has, based in part on the determination of the Special Committee referred to above, (i) determined that this Agreement and the Merger are fair to and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and, subject to obtaining the approval of the stockholders of the Company as required under applicable law, the Merger, and (iii) declared this Agreement to be advisable; WHEREAS, the Board of Directors of the Company has directed that this Agreement and the Governance Proposals (as hereinafter defined) and the Stockholder Rights Plan Proposal (as hereinafter defined) be submitted to the stockholders of the Company at the Stockholders Meeting (as hereinafter defined); WHEREAS, the Board of Directors of Merger Sub has (i) determined that this Agreement and the Merger are fair to and in the best interests of, Merger Sub and its sole stockholder, (ii) approved this Agreement and the Merger and (iii) declared the Merger Agreement to be advisable; WHEREAS, the sole stockholder of Merger Sub has approved this Agreement and the Merger by written consent of such sole stockholder; WHEREAS, the Merger is intended to constitute a reorganization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended; and WHEREAS, capitalized terms used herein have the meanings assigned to them in the provisions identified in Section 6.2; NOW, THEREFORE, in consideration of the premises, the terms and conditions set forth herein, the mutual benefits to be gained from the performance thereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as 174004	Centex Centex Construction Products, Inc. As referenced in this Agreement and Plan of Merger: CENTEX CONSTRUCTION PRODUCTS, – FILENAME}d07568exv2w1.txt {DESCRIPTION}EX-2.1 AGREEMENT AND PLAN OF MERGER {TEXT} {PAGE} EXHIBIT 2.1 ================================================================================ AGREEMENT AND PLAN OF MERGER AMONG CENTEX CONSTRUCTION PRODUCTS, INC., CENTEX CORPORATION AND ARG MERGER CORPORATION DATED AS OF JULY 21, 2003 ================================================================================ {PAGE} TABLE OF CONTENTS {Table} {Caption} PAGE ---- {S} {C} { _____________ CENTEX CONSTRUCTION PRODUCTS, – PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of July 21, 2003 (this "Agreement"), is entered into by and among CENTEX CONSTRUCTION PRODUCTS, INC., a Delaware corporation (the "Company"), CENTEX CORPORATION, a Nevada corporation ("Centex"), and ARG MERGER CORPORATION, a Delaware corporation and a wholly _____________ Centex Construction Products, – Botts L.L.P. 2001 Ross Avenue Dallas, Texas 75201 Fax No.: (214) 953-6503 Attention: Geoffrey L. Newton If to the Company: Centex Construction Products, Inc. 2728 North Harwood Dallas, Texas 75201 Fax No.: (214) 981-6559 Attention: Chief Operating Officer and: The Special Committee of the _____________ Centex Construction Products, – 214) 981-6559 Attention: Chief Operating Officer and: The Special Committee of the Board of Directors c/o The Secretary of the Company Centex Construction Products, Inc. 2728 North Harwood Dallas, Texas 75201 Fax No.: (214) 981-6559 with a copy to: Haynes and Boone, LLP 901 Main _____________ CENTEX CONSTRUCTION PRODUCTS, – hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. CENTEX CONSTRUCTION PRODUCTS, INC. By: /s/ STEVEN R. ROWLEY ----------------------------------- Name: Steven R. Rowley --------------------------------- Title: Executive Vice President & COO -------------------------------- CENTEX CORPORATION By: /s/ LAURENCE E. HIRSCH ----------------------------------- _____________ dt 109005 ; Centex Centex Construction Products, Inc. ( Raw Materials ) As referenced in this Agreement and Plan of Merger: CENTEX CONSTRUCTION PRODUCTS, – FILENAME}d07568exv2w1.txt {DESCRIPTION}EX-2.1 AGREEMENT AND PLAN OF MERGER {TEXT} {PAGE} EXHIBIT 2.1 ================================================================================ AGREEMENT AND PLAN OF MERGER AMONG CENTEX CONSTRUCTION PRODUCTS, INC., CENTEX CORPORATION AND ARG MERGER CORPORATION DATED AS OF JULY 21, 2003 ================================================================================ {PAGE} TABLE OF CONTENTS {Table} {Caption} PAGE ---- {S} {C} { _____________ CENTEX CONSTRUCTION PRODUCTS, – PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of July 21, 2003 (this "Agreement"), is entered into by and among CENTEX CONSTRUCTION PRODUCTS, INC., a Delaware corporation (the "Company"), CENTEX CORPORATION, a Nevada corporation ("Centex"), and ARG MERGER CORPORATION, a Delaware corporation and a wholly _____________ Centex Construction Products, – Botts L.L.P. 2001 Ross Avenue Dallas, Texas 75201 Fax No.: (214) 953-6503 Attention: Geoffrey L. Newton If to the Company: Centex Construction Products, Inc. 2728 North Harwood Dallas, Texas 75201 Fax No.: (214) 981-6559 Attention: Chief Operating Officer and: The Special Committee of the _____________ Centex Construction Products, – 214) 981-6559 Attention: Chief Operating Officer and: The Special Committee of the Board of Directors c/o The Secretary of the Company Centex Construction Products, Inc. 2728 North Harwood Dallas, Texas 75201 Fax No.: (214) 981-6559 with a copy to: Haynes and Boone, LLP 901 Main _____________ CENTEX CONSTRUCTION PRODUCTS, – hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. CENTEX CONSTRUCTION PRODUCTS, INC. By: /s/ STEVEN R. ROWLEY ----------------------------------- Name: Steven R. Rowley --------------------------------- Title: Executive Vice President & COO -------------------------------- CENTEX CORPORATION By: /s/ LAURENCE E. HIRSCH ----------------------------------- _____________ dt 109005 ; Centex Centex Corp. ( Construction ) ;	Baker Botts Baker Botts ( Legal ) As referenced in this Agreement and Plan of Merger: Baker Botts – Fax No.: (214) 981-6859 Attention: Chief Executive Officer -12- {PAGE} with a copy to: Baker Botts L.L.P. 2001 Ross Avenue Dallas, Texas 75201 Fax No.: (214) 953-6503 Attention: dt 29425 ; Haynes and Boone Haynes and Boone ( Legal ) As referenced in this Agreement and Plan of Merger: Haynes and Boone – 2728 North Harwood Dallas, Texas 75201 Fax No.: (214) 981-6559 with a copy to: Haynes and Boone , LLP 901 Main Street, Suite 3100 Dallas, Texas 75202 Attention: Michael M. Boone Fax dt 37195 ; ARG Merger Corp.
$36	Preview Subscribers	2003	Long-Term Incentive Plan [1996] Long-Term Incentive Plan [1996] (28K) Doc #177623: Click preview link for longer preview. VULCAN MATERIALS COMPANY 1996 LONG-TERM INCENTIVE PLAN Section 1. Definitions. As used in the Plan, the following terms shall have the meanings set forth below: (a) "Affiliate" shall mean (i) any entity that, directly or through one or more intermediaries, is controlled by the Company, or (ii) any entity in which the Company owns a significant equity interest, as determined by the Committee. (b) "Award" shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share Award, Dividend Equivalent, or Other Stock-Based Award granted under the Plan. (c) "Award Agreement" shall mean any written agreement, contract, or other instrument or document evidencing any Award granted under the Plan. (d) "Award Period" shall mean the period beginning with the date an Award is granted and ending on the date set forth in the applicable Award Agreement. (e) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time and any rules or regulations promulgated thereunder. (f) "Committee" shall mean those members of the Compensation Committee of the Board of Directors of the Company (or any successor committee thereto), consisting in number of not less than the minimum number of directors required to satisfy the requirements of Rule 16b-3 of the Exchange Act and Section 162(m) of the Code, each of whom qualifies as a "disinterested person" within the meaning of Rule 16b-3 and an "outside director" within the meaning of Section 162(m) of the Code. (g) "Dividend Equivalent" shall mean any right granted under Section 6(e) of the Plan. (h) "Eligible Employee" shall mean any person who in accordance with Section 5 is eligible to receive an Award under the Plan. (i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time. (j) "Fair Market Value" shall mean, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. (k) "Incentive Stock Option" shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code (or any successor provision thereto). (l) "Non-Qualified Stock Option" shall mean any option not intended to be an Incentive Stock Option. (m) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option. (n) "Other Stock-Based Award" shall mean any right granted under Section 6(f) of the Plan. (o) "Participant" shall mean any key salaried employee of the Company or of an Affiliate who is granted an Award under the Plan. (p) "Performance Share Award" shall mean any right granted under Section 6(d) of the Plan. (q) "Person" shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision thereof. (r) "Restricted Stock" shall mean any Shares granted under Section 6(c) of the Plan. (s) "Restricted Stock Unit" shall mean any right granted under Section 6(c) of the Plan that is denominated in Shares. (t) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act or any successor rule or regulation thereto. (u) "Shares" shall mean the common shares of the Company, $1.00 par value, and such other securities or property as may become the subject of Awards pursuant to an adjustment made under Section 4(b) of the Plan. (v) "Stock Appreciation Right" shall mean any right granted under Section 6(b) of the Plan. *Section 2. Purpose.* The purpose of the Vulcan Materials Company (the "Company") 1996 Long-Term Incentive Plan (the "Plan") is to promote the long-term success of the Company by encouraging key employees of the Company and its Affiliates (as defined below) to acquire a proprietary interest in the growth and performance of the Company, and to enhance the ability of the Company and its Affiliates to attract and retain highly qualified individuals upon whom, in large measure, the sustained growth and profitability of the Company depend. *Section 3. Administration.* The Plan shall be administered by the Committee. Subject to the terms of the Plan and applicable law, the Committee shall have the authority to effectuate the purposes of the Plan. Without limiting the generality of the foregoing, the Committee shall have the exclusive right to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant; (iii) determine the number of Shares to be covered by an Award (or with respect to which payments, rights, or other matters are to be calculated in connection with an Award); (iv) determine the terms and conditions of an Award; (v) determine whether, to what extent, and under what circumstances an Award may be settled or exercised in cash, Shares, other securities, other Awards, or other property, or canceled, forfeited, or suspended, and the method or methods by which an Award may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) determine the rights of Participants in the events of death, disability, termination, change in control and the like; (viii) interpret and administer the Plan and any instrument or agreement relating to the Plan or an Award; (ix) establish, amend, suspend, or waive rules and regulations for the administration of the Plan; (x) appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive, and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, any shareholder, and any employee of the Company or of any Affiliate. Section 4. Shares Available For Awards. (a) Shares Available. Subject to adjustment as provided in Section 4(b): 177623	Vulcan Materials Vulcan Materials Co. ( Raw Materials )
$93	Preview Subscribers	2003	Profit Sharing and Retirement Plan [Amended and Restated 2001] Profit Sharing and Retirement Plan [Amended and Restated 2001] (255K) Doc #187305: Click preview link for longer preview. PROFIT SHARING AND RETIREMENT PLAN OF CENTEX CORPORATION (As Amended and Restated Effective January 1, 2001) INDEX {Table} {Caption} Page ---- {S} {C} ARTICLE I DEFINITIONS............................................................................................2 ARTICLE II ADMINISTRATION OF THE PLAN...........................................................................10 2.1 Allocation of Responsibility Among Fiduciaries for Plan and Trust Administration............10 2.2 Appointment of Committee....................................................................10 2.3 Records and Reports.........................................................................11 2.4 Other Committee Powers and Duties...........................................................11 2.5 Rules and Decisions.........................................................................12 2.6 Committee Procedure.........................................................................12 2.7 Authorization of Benefit Payments...........................................................12 2.8 Payment of Expenses.........................................................................12 2.9 Application and Forms for Benefits..........................................................12 2.10 Committee Liability.........................................................................13 2.11 Quarterly Statements........................................................................13 2.12 Annual Audit................................................................................13 2.13 Investment Policy...........................................................................14 2.14 Allocation and Delegation of Committee Responsibilities.....................................14 ARTICLE III PARTICIPATION AND SERVICE...........................................................................15 3.1 Eligibility for Participation...............................................................15 3.2 Notification of Eligible Employees..........................................................15 3.3 Applications by Employees...................................................................15 3.4 Years of Service for Participation..........................................................15 3.5 Years of Vesting Service....................................................................16 3.6 Transferred Participants....................................................................16 3.7 Beneficiary Upon Death......................................................................17 3.8 Qualified Election..........................................................................18 3.9 Qualified Military Service..................................................................18 ARTICLE IV CONTRIBUTIONS AND FORFEITURES........................................................................19 4.1 Pre-Tax Contributions.......................................................................19 4.2 Employer Matching Contributions.............................................................20 4.3 Employer Profit Sharing Contributions.......................................................20 {/Table} {PAGE} {Table} {S} {C} 4.4 After-Tax Contributions.....................................................................21 4.5 Payment and Deductions of Pre-Tax and After-Tax Contributions...............................21 4.6 Employer Matching Contributions, Employer Profit Sharing Contributions, and Pre-Tax Contributions to be Tax Deductible...................................................21 4.7 Change of Elections and Suspension of Allotments............................................21 4.8 Application of Funds........................................................................21 4.9 Disposition of Forfeitures..................................................................21 4.10 Rollover Accounts...........................................................................22 4.11 Refunds to Employer.........................................................................23 ARTICLE V PARTICIPANT ACCOUNTS..................................................................................24 5.1 Individual Accounts.........................................................................24 5.2 Account Allocations and Adjustments.........................................................24 5.3 Limitations on Contributions................................................................25 5.4 Valuation of Trust Fund.....................................................................29 5.5 Recognition of Different Investment Funds...................................................29 ARTICLE VI VOLUNTARY WITHDRAWALS................................................................................30 6.1 Withdrawal from After-Tax Contribution......................................................30 6.2 Withdrawal from Pre-Tax Contribution Account................................................30 6.3 Withdrawal from Employer Profit Sharing Account and Employer Matching Contribution Account..30 6.4 Hardship Withdrawals........................................................................31 6.5 Rollover Account............................................................................32 6.6 In-Service Withdrawal of Vested Account Balance.............................................32 6.7 Loans to Participants.......................................................................33 ARTICLE VII PARTICIPANTS' BENEFITS..............................................................................34 7.1 Normal Retirement Date......................................................................34 7.2 Disability of Participants..................................................................34 7.3 Early Retirement Date.......................................................................34 7.4 Death of Participants.......................................................................34 7.5 Other Termination of Service................................................................34 7.6 Valuation Dates Determinative of Participant's Rights.......................................36 7.7 In-Service Distributions....................................................................37 ARTICLE VIII PAYMENT OF BENEFITS................................................................................38 8.1 Time of Payment.............................................................................38 8.2 Method of Payment...........................................................................39 8.3 Deferral of Payments in the Case of Non-Employee and Non-Eligible Employee Participants.....41 8.4 Cash Out of Vested Account Balance..........................................................41 8.5 Direct Rollovers............................................................................41 8.6 Required Minimum Distributions..............................................................42 {/Table} {PAGE} {Table} {S} {C} 8.7 Election to Commence Benefits...............................................................42 8.8 Claims for Benefits.........................................................................42 8.9 Claims Review Procedure.....................................................................43 8.10 Disputed Benefits...........................................................................44 8.11 Optional Forms of Benefits..................................................................44 ARTICLE IX TRUST AGREEMENT; INVESTMENT FUNDS; INVESTMENT DIRECTIONS.............................................45 9.1 Trust Agreement.............................................................................45 9.2 Investment Funds............................................................................45 9.3 Investment Directions of Participants.......................................................45 9.4 Change of Investment Directions.............................................................45 9.5 Benefits Paid Solely from Trust Fund........................................................45 9.6 Committee Directions to Trustee.............................................................45 9.7 Authority to Designate Investment Manager...................................................46 9.8 Voting of Company Stock.....................................................................46 ARTICLE X ADOPTION OF PLAN BY OTHER ORGANIZATIONS; SEPARATION OF THE TRUST FUND; AMENDMENT AND TERMINATION OF THE PLAN; DISCONTINUANCE OF CONTRIBUTIONS TO THE TRUST FUND.....................................................47 10.1 Adoptive Instrument.........................................................................47 10.2 Separation of the Trust Fund................................................................47 10.3 Voluntary Separation........................................................................48 10.4 Amendment of the Plan.......................................................................48 10.5 Acceptance of Amendment by Employers........................................................49 10.6 Termination of the Plan.....................................................................49 10.7 Liquidation and Distribution of Trust Fund Upon Termination.................................50 10.8 Effect of Termination or Discontinuance of Contributions....................................50 10.9 Merger of Plan with Another Plan............................................................51 10.10 Consolidation or Merger with Another Employer...............................................51 ARTICLE XI MISCELLANEOUS PROVISIONS.............................................................................52 11.1 Terms of Employment.........................................................................52 11.2 Controlling Law.............................................................................52 11.3 Invalidity of Particular Provisions.........................................................52 11.4 Non-Alienation of Benefits..................................................................52 11.5 Payments in Satisfaction of Claims of Participants..........................................52 11.6 Payments Due Minors and Incompetents........................................................53 11.7 Impossibility of Diversion of Trust Fund....................................................53 11.8 Litigation Against the Trust................................................................53 11.9 Evidence Furnished Conclusive...............................................................53 11.10 Copy Available to Participants..............................................................53 11.11 Unclaimed Benefits..........................................................................54 11.12 Headings for Convenience Only...............................................................54 {/Table} {PAGE} {Table} {S} {C} 11.13 Successors and Assigns......................................................................54 ARTICLE XII TOP-HEAVY PLAN REQUIREMENTS.........................................................................55 12.1 General Rule................................................................................55 12.2 Vesting Provisions..........................................................................55 12.3 Minimum Contribution Percentage.............................................................55 12.4 Limitation on Compensation..................................................................56 12.5 Coordination With Other Plans...............................................................56 12.6 Distributions to Certain Key Employees......................................................56 12.7 Determination of Top-Heavy Status...........................................................57 12.8 Modification of Top-Heavy Rules.............................................................60 ARTICLE XIII TESTING OF CONTRIBUTIONS...........................................................................62 13.1 Definitions.................................................................................62 13.2 Actual Deferral Percentage..................................................................63 13.3 Actual Deferral Percentage Limits...........................................................63 13.4 Reduction of Pre-Tax Contribution Rates by Leveling Method..................................64 13.5 Increase in Pre-Tax Contribution Rates......................................................64 13.6 Excess Pre-Tax Contributions................................................................65 13.7 Contribution Percentage.....................................................................66 13.8 Contribution Percentage Limits..............................................................67 13.9 Treatment of Excess Aggregate Contributions.................................................67 13.10 Multiple Use of Alternative Limitation......................................................69 {/Table} APPENDIX A APPENDIX B APPENDIX C {PAGE} PROFIT SHARING AND RETIREMENT PLAN OF CENTEX CORPORATION (As Amended and Restated Effective January 1, 2001) RECITALS Centex Corporation (the "Company"), to aid eligible employees accumulate capital for their future economic security, previously established on March 1, 1954, the Profit Sharing and Retirement Plan of Centex Corporation (the "Savings Plan"), as amended and restated effective March 1, 1976, and subsequently amended thereafter. The Savings Plan was intended to constitute a qualified cash or deferred profit sharing plan, within the meaning of sections 401(a) and 401(k) of the Internal Revenue Code. The Savings Plan was thereafter amended and restated in its entirety to incorporate the provisions of the Tax and Equity Fiscal Responsibility Act of 1982, the Tax Reform Act of 1984, and the Retirement Equity Act of 1984. Effective April 1, 1989, the Company amended and restated the Savings Plan to comply with the provisions of the Tax Reform Act of 1986 and subsequent legislation (the "Prior Plan"). The Prior Plan was subsequently amended and restated effective April 1, 1996, to provide for employer matching contributions and to make certain other changes; it was again amended and restated effective April 1, 1997, to make certain changes and to comply with the provisions of the Retirement Protection Act of 1994 under the General Agreement on Tariffs and Trades, the Uniform Services Employment and Reemployment Rights Act, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997. In addition, the plan year was changed, effective January 1, 1999, to the calendar year. Effective January 1, 2001, the Prior Plan is amended and restated to comply with applicable provisions of the Internal Revenue Service Restructuring and Reform Act of 1998 and the Community Renewal Tax Relief Act of 2000, and make certain changes permitted or required under the Economic Growth and Tax Relief Reconciliation Act of 2001, and to make certain design changes (the "Plan"). The Plan and underlying trust are intended to meet the requirements of Internal Revenue Code Sections 401(a), 401(k) and 501(a) and the Employee Retirement Income Security Act of 1974, as either may be amended from time to time. The provisions of the Plan shall apply to a Participant who continues his Service (as hereinafter defined) after January 1, 2001 and, except as otherwise expressly set forth herein, the rights and benefits, if any, of a Prior Plan Participant who terminates his Service prior to January 1, 2001, shall be determined under the provisions of the Plan in effect on the date his Service terminated. NOW, THEREFORE, Centex Corporation hereby authorizes the amendment, restatement and continuation of the Prior Plan in the form of this Plan, effective January 1, 2001, except as otherwise provided herein, to read as follows: {PAGE} ARTICLE I DEFINITIONS As used in this Plan, the following words and phrases shall have the following meanings unless the context clearly requires a different meaning: Account. Any of the accounts maintained for a Participant pursuant to Section 5.1, or all such accounts collectively, as the context requires. Affiliate. A corporation or other trade or business which is not an Employer under this Plan but which, together with the Company, is "under common control" within the meaning of Code Section 414(b) or (c); any organization (whether or not incorporated) which together with the Company, is a member of an "affiliated service group" within the meaning of Code Section 414(m); and any other entity required to be aggregated with the Company pursuant to regulations under Code Section 414(o). After-Tax Contribution Account. The separate account maintained for a Participant to record his After-Tax Contributions to the Plan and adjustments relating thereto. After-Tax Contributions. The amount of after-tax contributions to the Trust Fund contributed by a Participant pursuant to the provisions of the Plan in accordance with Section 4.4. Beneficiary. A Participant's surviving spouse, or if no surviving spouse exists or if a qualified election has been made pursuant to Section 3.8, such other natural person or persons, or the trustee of an inter vivos trust for the benefit of natural persons, entitled to benefits hereunder following a Participant's death. Board of Directors. The board of directors of the Company. Break in Service. Any Plan Year during which an Employee or Participant does not complete more than 500 Hours of Service with all the Employers and Affiliates, determined as of the end of the Plan Year. Code. The Internal Revenue Code of 1986, as amended from time to time. Commissioned Sales Employees. Employees who are paid on the basis of commissions and not in fixed amounts at regular intervals. If an Employee is paid on the basis of commissions or is in a position designated as one paid on the basis of commissions, then such Employee shall be considered a Commissioned Sales Employee under this section even if such Employee is paid a forgiven draw or otherwise is paid a fixed amount at regular intervals for a period of 6 months or less, provided, however, that any such Employee who is reassigned to a position which is not paid, or not designated to be paid, on the basis of commissions, shall not be considered a Commissioned Sales Employee while in any such position. An Employee who is paid in fixed amounts at regular intervals for more than 6 months shall not be considered a Commissioned Sales Employee for the period following such 6 month period until the Employee 187305	Centex Centex Construction Products, Inc. As referenced in this Profit Sharing and Retirement Plan [Amended and Restated 2001]: Centex Construction Products, – Hour of Service for the Employer or an Affiliate. Hour of Service also includes any hour of service performed for an Affiliate or Centex Construction Products, Inc. that would be an Hour of Service under this Section if performed for or creditable with respect to the Employer. The _____________ dt 109007 ; Centex Centex Construction Products, Inc. ( Raw Materials ) As referenced in this Profit Sharing and Retirement Plan [Amended and Restated 2001]: Centex Construction Products, – Hour of Service for the Employer or an Affiliate. Hour of Service also includes any hour of service performed for an Affiliate or Centex Construction Products, Inc. that would be an Hour of Service under this Section if performed for or creditable with respect to the Employer. The _____________ dt 109007 ;	Centex Centex Corp. ( Construction ) ; Centex Development Co LP
$34	Preview Subscribers	2004	Annual Management Incentive Program Annual Management Incentive Program (10K) Doc #350410: Click preview link for longer preview. Year 2005 Annual Management Incentive Program USG Corporation PURPOSE To enhance USG Corporation?s ability to attract, motivate, reward and retain key employees of the Corporation and its operating subsidiaries and to align management?s interests with those of the Corporation?s stockholders by providing incentive award opportunities to managers who make a measurable contribution to the Corporation?s business objectives. INTRODUCTION This Annual Management Incentive Program (the ?Program?) is in effect from January 1, 2005 through December 31, 2005. ELIGIBILITY Individuals eligible for participation in this Program are those officers and other key employees occupying management positions in Broadband 11 or higher. Employees who participate in any other annual incentive program of the Corporation or any of its subsidiaries are not eligible to participate in this Program but could be considered for special awards. GOALS For the 2005 Annual Management Incentive Program, Consolidated Net Earnings and consolidated, subsidiary and profit center Strategic Focus Targets will be determined by the Compensation and Organization Committee of the USG Board of Directors (the ?Committee?) after considering recommendations submitted from management of USG Corporation and the Operating Subsidiaries. 350410	USG USG Corp. ( Raw Materials )
$35	Subscribers	2004	Key Employee Retention Plan Key Employee Retention Plan (7K) Doc #350417: This document is immediately available for purchase, but does not have a preview available for viewing. 350417	USG USG Corp. ( Raw Materials )
$35	Subscribers	2002	Key Employee Retention Plan Key Employee Retention Plan (6K) Doc #350463: This document is immediately available for purchase, but does not have a preview available for viewing. 350463	USG USG Corp. ( Raw Materials )
$36	Subscribers	2002	Senior Executive Severance Plan Senior Executive Severance Plan (14K) Doc #350464: This document is immediately available for purchase, but does not have a preview available for viewing. 350464	USG USG Corp. ( Raw Materials )
$34	Preview Subscribers	2000	Management Performance Plan [Amendment No. 2] Management Performance Plan [Amendment No. 2] (2K) Doc #350491: Click preview link for longer preview. SECOND AMENDMENT TO MANAGEMENT PERFORMANCE PLAN OF USG CORPORATION SECOND AMENDMENT (this "Second Amendment"), to the Omnibus Management Performance Plan of USG Corporation originally approved by the stockholders of the Corporation on July 8, 1988, and amended on November 15, 1994 (collectively, the "Plan"). WHEREAS, the Compensation and Organization Committee of the Board of Directors of USG Corporation (the "Corporation") has approved an amendment to the Plan to impose additional conditions on certain awards under the Plan; NOW, THEREFORE, in consideration of the premises, the Plan is hereby amended as 350491	USG USG Corp. ( Raw Materials )