Deferred Compensation/Phantom Stock Plan & Thrift Savings Restoration Plan

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1.1

“Account” means one or more of a Participant’s Cash Account(s), Performance Unit Account(s), Dividend Equivalent Cash Account(s), and Dividend Equivalent Performance Unit Account(s). Each Account includes, to the extent applicable, any Subaccounts.

1.3

“Affiliate” means (i) a corporation that is a member of a controlled group of corporations (as determined pursuant to Code Section 414(b), although excluding any corporation that is incorporated outside the United States) which includes the Company and (ii) a trade or business (whether or not incorporated) under common control (as determined pursuant to Code Section 414(c)) of the Company, (iii) any organization (whether or not incorporated) that is a member of an affiliated service group (as determined pursuant to Code Section 414(m)), including an Employer, a corporation described in clause (i) of this section or a trade or business described in clause (ii) of this section, or (iv) any other entity that is required to be aggregated with the Employer pursuant to regulations promulgated under IRS code Section 414(o).

(a)

A sale or transfer of at least 40% of the total gross fair market value of the assets of the Company on a consolidated basis in any transaction or series of related transactions;

(b)

Any merger, consolidation or reorganization to which the Company is a party, except for a merger, consolidation or reorganization in which the Company is the surviving corporation and, after giving effect to such merger, consolidation or reorganization, the holders of the Company’s outstanding equity (on a fully diluted basis) immediately prior to the merger, consolidation or reorganization

1.12

“Claimant” has the meaning set forth in Article 13.

1.13

“Code” means the Internal Revenue Code of 1986, including amendments.

1.14

“Committee” means the committee described in Article 11.

1.15

“Company” means Lafarge North America Inc., a Maryland corporation and any successor to such corporation that adopts the Plan.

1.16

“Deduction Limitation”, to the extent allowed under Code Section 409A, means the following described limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan. Except as otherwise provided, this limitation is applied to all distributions that are “subject to the Deduction Limitation” under this Plan. If the Company determines in good faith prior to a Change in Control that there is a reasonable likelihood that any compensation paid to a Participant for a taxable year of the Company would not be deductible by the Company solely by reason of the limitation under Code Section 162(m), then to the extent deemed necessary by the Company to ensure that the entire amount of any distribution to the Participant pursuant to this Plan prior to the Change in Control is deductible, the Company may defer all or any portion of a distribution under this Plan. Any amounts deferred pursuant to this limitation shall continue to be credited/debited with additional amounts in accordance with Section 3.5 below. The amounts so deferred and amounts credited/debited thereon is distributed to the Participant or his or her Beneficiary (in the event of the Participant’s death) at the earliest possible date, as determined by the Company in good faith, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Company during which the distribution is made is not limited by Code Section 162(m), or if earlier, the effective date of a Change in Control. Notwithstanding anything to the contrary in this Plan, the Deduction Limitation does not apply to any distributions made after a Change in Control.

1.17

“Deferral Account” means (i) the sum of all of a Participant’s Subaccounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that

relate to the Participant’s Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account. The Deferral Account, and each other specified account balance, is only a bookkeeping entry for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.18

“Deferred Compensation Participant” means (i) any Employee who is selected by the Committee to participate in the Deferred Compensation/Phantom Stock Plan (DCP), (ii) who elects to participate in the Plan, (iii) who signs an Election Form, (iv) whose signed Election Form is accepted by the Committee, (v) who commences participation in the Plan, and (vi) whose participation has not terminated.

1.19

“Disability”, to the extent allowed under Code Section 409A, means that a participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continued period of not less than 12 months, or (ii) receiving income replacement benefits for a period of not less than three months under a Company accident and health plan on account of disability. Disability means any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The Committee determines whether the circumstances presented by the Participant constitute a Disability.

1.20

“Disability Benefit” means the benefit set forth in Article 7.

1.21

“Dividend Equivalent” means the amount of cash dividends or other cash distributions paid by the Company on that number of shares of Common Stock equivalent to the number of Performance Units then credited to a Participant’s Performance Unit Account(s) and Dividend Equivalent Performance Account(s), as applicable, which amount shall be allocated as additional Performance Units to the Participant’s Dividend Equivalent Performance Account(s) or as additional deferrals to the Participant’s Dividend Equivalent Cash Account(s), as provided in Article 3.

1.22

“Dividend Equivalent Cash Account” means a bookkeeping account maintained by the Company on behalf of a Participant that is credited with Dividend Equivalents in the form of cash deferrals attributable to Performance Units credited to the Participant’s Performance Unit Account(s) in accordance with Article 3.

1.23

“Dividend Equivalent Performance Account” means a bookkeeping account maintained by the Company on behalf of a Participant that is credited with Dividend Equivalents in the form of Performance Units attributable to Performance Units credited to the Participant’s Performance Unit Account in accordance with Article 3.

1.24

“Elected Amount” means the amount elected in the Participant’s Election Form for deferral into one or more of a Participant’s Cash Account(s), Performance Unit Account(s), Dividend Equivalent Cash Account(s), and Dividend Equivalent Performance Unit Account(s).

1.25

“Elected Distribution Date” means the beginning date for distribution with respect to amounts credited to the Participant’s Account(s) and Subaccount(s) pursuant to Article 4.1.

1.26

“Election Form” means the form established by the Committee that a Participant completes, signs and returns to the Committee to make his or her deferral election under the Plan.

1.27

“Employee” means an individual whose relationship with an Employer is, under common law, that of an employee.

1.28

“Employer” means the Company and any Affiliate that, with the consent of the Company, elects to participate in the Plan and any successor entity that adopts the Plan pursuant to Article 14.11. If any such entity withdraws, is excluded from participation in the Plan or terminates its participation in the Plan, such entity shall thereupon cease to be an Employer.

1.29

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.30

“Fair Market Value” means on any date the closing price of the stock on the Composite Tape, as published in the Western Edition of The Wall Street Journal, of the principal securities exchange or market on which the stock is so listed, admitted to trade, or quoted on such date, or, if there is no trading of the stock on such date, then the closing price of the stock as quoted on such Composite Tape on the next preceding date on which there was trading in such shares; provided, however, if the stock is not so listed, admitted or quoted, the Committee may designate such other exchange, market or source of data as it deems appropriate for determining such value for purposes of this Plan.

1.31

“Hardship” means an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant, the Participant’s Spouse, or a “dependent” (as defined in Code section 152) of the Participant, (ii) a loss of the Participant’s property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The Committee determines whether the circumstances presented by the Participant constitute an unanticipated emergency. Such circumstances and the Committee’s determination will depend on the facts of each case, but, in any case, payment may not be made to the extent that such hardship is or may be relieved: (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent liquidation of such assets would not itself cause severe financial hardship, or (iii) by cessation of his elective deferrals under this Plan for the remainder of the Plan Year.

1.32

“Key Employee” is defined in Code Section 416(i) and includes officers (but no more than 50) with compensation exceeding $130,000 (adjusted for inflation), owners of more than 5% of the company’s stock, and owners of more than 1% of the Company’s stock with compensation exceeding $150,000 (adjusted for inflation).

1.33

“Long Term Incentive Bonus” means any compensation, in addition to Annual Base Salary and Annual Bonuses relating to services performed during a Plan Year, whether or not paid in such Plan Year or included on the Federal Income Tax Form W-2, payable to a Participant as an Employee under the Employer’s bonus plans that are based on multiple years performance goals.

1.34

“Performance Unit” or “Unit” means a non-voting unit of measurement that is deemed for bookkeeping purposes to be equivalent to one outstanding share of Common Stock of the Company solely for purposes of this Plan and does not transfer any of the attributes of ownership of a share of Common Stock to the Participant.

1.35

“Performance Unit Account” means a bookkeeping account maintained by the Company on behalf of each Participant who elects to defer Compensation in Performance Units in accordance with Article 3.

1.36

“Plan” means the Lafarge North America Inc.’s Deferred Compensation/Phantom Stock Plan and the Thrift Savings Restoration Plan, which is evidenced by this instrument, including any amendments.

1.37

“Plan Year” means the twelve-month period commencing each January 1 ^st and ending on December 31 ^st .

1.38

“Subaccount” means the separate subaccounts under the Deferral Account that are established and maintained for each Participant. Such Subaccounts shall reflect (i) the amount deferred pursuant to the Participant’s Election Form for each deferral election; (ii) Company contributions under the Thrift Savings Restoration Plan; and (iii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Subaccount, less (iv) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Subaccount.

1.39

“Stock” means the common stock of the Company.

1.40

“Termination of Employment” means the severing of employment with the Company, voluntarily or involuntarily, for any reason other than Disability or an authorized leave of absence.

1.41

“Thrift Savings Plan” means the Lafarge North America Thrift Savings Plan established under IRS code section 401(k), commonly referred to as the “401K Plan”.

1.42

“Thrift Savings Restoration Participant” means (i) any employee who is selected by the Committee to participate in the Thrift Savings Restoration Plan (TSRP), (ii) who elects to participate in the DCP and signs an election form deferring at least 6% of eligible compensation, and (iii) has elected the maximum pre-tax contribution permitted to be made under the Thrift Savings Plan (401k) on behalf of such employee.

1.43

“Trading Window” means a trading period for trading in Company’s Securities as specified by the Company’s Policy on Securities Law Compliance.

ARTICLE 2
Selection, Enrollment and Eligibility

2.1

Selection by Committee . Participation in the Plans is limited to Employees as determined by the Committee, in its sole discretion, from a select group of management and highly compensated Employees of the Employer. From that group, the Committee shall select, in its sole discretion, Employees to participate in the Deferred Compensation Plan and separately, Employees to participate in the Thrift Savings Restoration Plan. Employees selected to participate in the Thrift Savings Restoration Plan must be eligible to participate in the Thrift Savings (401k) Plan under current rules of the plan.

2.2

Enrollment Requirements . As a condition to participation, each selected Employee shall complete, execute and return to the Committee an Election Form. The Committee shall establish from time to time such enrollment requirements as it determines in its sole discretion are necessary. Employees enrolling in the TSRP must also elect to contribute the maximum pre-tax contribution to the Thrift Savings (401k) Plan.

2.3

Eligibility; Commencement of Participation . Provided an Employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period, that Employee commences participation in the Plan on the first day of the year following the completion all enrollment requirements.

2.4

Termination of Participation and/or Deferrals . If the Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with ERISA Sections 201(2), 301(a)(3) and 401(a)(1), the Committee shall have the right, in its sole discretion, to (i) terminate any deferral election the Participant has made for the remainder of the Plan Year in which the Participant’s membership status changes and (ii) prevent the Participant from making future deferral elections.

3.1

Deferrals and Notional Investments .

Deferral

Minimum Amount

0% to 50%, in 1% increments

0% to 100%, in 1% increments

0% to 100% in 1% increments

If participant meets eligibility requirements for the Company match under TSRP, 100% of that amount is deferred. If no election is made, the amount deferred is zero and no company match under TSRP will be credited. Only those amounts that exceed the limit under Code Section 401(a)(17) and Code Section 415 during the Plan Year may be deferred.

(b)

Notional Investment Election . For each Plan Year, a Participant shall further elect to include 100% of his or her Annual Deferral Amount, Annual Base Salary, Annual Bonus, Long Term Incentive Bonus, and/or Company match in the TSRP (if eligible) in (a) cash, in accordance with this Article, and/or (b) Performance Units, in accordance with this Article, in the following percentages:

Deferral Form

Minimum Amount

0% to 100%, in 1% increments

0% to 100%, in 1% increments

(i).

Subsequent Notional Investment Election . For each Plan Year, a Participant may make one Subsequent Notional Investment Election to change an existing Notional Investment Election to include 100% of his or her Annual Deferral Amount, Annual Base Salary, Annual Bonus, Long Term Incentive

Bonus. And/or TSRP Company Match in (a) cash, in accordance with this Article, and/or (b) Performance Units, in accordance with this Article in the following percentages:

Deferral Form

Minimum Amount

0% to 100%, in 1% increments

0% to 100%, in 1% increments

The combined percentage of the Annual Deferral Amount in Cash and/or Performance Units shall equal 100%.

(ii).

Trading Window Restrictions . Subsequent Notional Investment Elections must coincide with permissible trading windows for Company Stock pursuant to the Company’s Policy on Securities Law Compliance. The Board of Directors and/or the Committee retain the right to alter restrictions on Subsequent Notional Investment Elections from time to time as they may determine in their sole discretion are necessary.

(a)

First Plan Year . In connection with a Participant’s commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections, as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Article 2.2) and accepted by the Committee.

(b)

Annual Election Forms . A Participant’s Election Form is effective only for the Plan Year that is listed on the Election Form. The Committee shall maintain an open enrollment period preceding each Plan Year in order to allow Participants to submit Election Forms.

(c)

Timing of Election to Defer Annual Base Salary and Annual Bonus. To be effective for any Plan Year, an Election Form to defer a percentage of Annual Base Salary and/or a percentage of the Annual Bonus must be received by the Committee prior to (the first day) of the Plan Year to which these payments relate. However, if an individual first becomes eligible to participate in the Plan on or after the Effective Date and on a date other than (the first day of the Plan Year) , the individual may submit an Election Form to defer a percentage of Annual Base Salary for the remainder of the Plan Year in which he or she becomes a Participant if the Election Form is submitted within thirty (30) days after becoming eligible to participate in the Plan; provided, however, that the Election Form shall apply only to compensation not yet earned. If an Employee first becomes eligible to

participate in the Plan on a date after (the last day of the fiscal quarter preceding the first day of the following plan year –e.g., if plan year is 1/1 start, no one would be allowed to start deferring after 10/1) of any calendar year, then the Employee shall not be entitled to elect to defer any portion of his or her Annual Base Salary for this short Plan Year. With respect to the Annual Bonus, the deferral is permitted to the extent allowed under Code Section 409A.

(d)

Determination of Performance Units. Each Participant shall have the right under Article 3.1(b) to elect to have all or a portion of such Participant’s Annual Deferral Amount held in the form of Performance Units in lieu of cash. The number of Performance Units shall equal such Elected Amount divided by the Fair Market Value of a share of Common Stock on the date of deferral. Such Elected Amount and the number of Performance Units issued shall be adjusted to the extent necessary to issue any fractional shares. All such Performance Units shall be 100% vested upon issuance. Any election to receive Performance Units under this Plan shall be made by the execution by the Participant and delivery to the Committee of an Election Form established by the Committee from time to time for such purpose.