SC 14D9

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/ RECOMMENDATION STATEMENT UNDER

SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

Lafarge North America Inc.

(Name of Subject Company)

Lafarge North America Inc.

(Name of Person(s) Filing Statement)

Common Stock, Par Value $1.00 Per Share

(Title of Class of Securities)

505862

(CUSIP Number of Class of Securities)

Eric C. Olsen

Executive Vice President and Chief Financial Officer

Lafarge North America Inc.

12950 Worldgate Drive, Suite 500

Herndon, Virginia 20170

(703) 480-3600

(Name, Address and Telephone Number of Persons Authorized

to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

Copy To:

Robert E. Spatt, Esq.	Peter A. Lodwick, Esq.
Simpson Thacher & Bartlett LLP	Thompson & Knight L.L.P.
425 Lexington Avenue	1700 Pacific Avenue, Suite 3300
New York, New York 10017	Dallas, Texas 75201
(212) 455-2000	(214) 969-1700

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

		Page
ITEM 1.	Subject Company Information		1
ITEM 2.	Identity and Background of Filing Person		1
ITEM 3.	Past Contacts, Transactions, Negotiations and Agreements		2
ITEM 4.	The Solicitation or Recommendation		10
ITEM 5.	Persons/ Assets, Retained, Employed, Compensated or Used		19
ITEM 6.	Interests in Securities of the Subject Company		20
ITEM 7.	Purposes of the Transaction and Plans or Proposals		22
ITEM 8.	Additional Information		22
ITEM 9.	Exhibits		25

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ITEM 1. Subject Company Information.

      The name of the subject company is Lafarge North America Inc., a Maryland corporation (“LNA” or the “Company”). The principal executive offices of the Company are located at 12950 Worldgate Drive, Suite 500, Herndon, Virginia 20170. The telephone number of the Company’s principal executive office is (703) 480-3600.

      The class of equity securities to which this Solicitation/ Recommendation Statement on Schedule 14D-9 (this “Statement”) relates is the Company’s common stock, par value $1.00 per share. As of January 31, 2006, there were 71,385,829 shares of common stock outstanding.

      To the knowledge of the Company, as of January 31, 2006, Lafarge S.A., a société anonyme organized under the laws of France (“Lafarge S.A.”), owns, in the aggregate, directly and through wholly-owned subsidiaries of Lafarge S.A., 40,093,581 shares of common stock of the Company and exchangeable preference shares of the Company’s subsidiary Lafarge Canada Inc. (“Lafarge Canada”) (consisting of 39,605,061 shares of common stock of the Company and 488,520 exchangeable preference shares of Lafarge Canada). According to Lafarge Canada, as of January 31, 2006, there were 4,584,056 exchangeable preference shares outstanding.

ITEM 2. Identity and Background of Filing Person.

      The Company, the subject company, is the person filing this Statement. Its business address and telephone number are set forth above under Item 1.

      This Statement relates to the tender offer by Efalar Inc., a Delaware corporation (“Efalar”) and wholly-owned subsidiary of Lafarge S.A., to purchase all outstanding shares of common stock of the Company (the “Offer”) not owned by Lafarge S.A. and its subsidiaries. Simultaneously with the Offer, Lafarge S.A., through another wholly-owned subsidiary, is offering to purchase all outstanding exchangeable preference shares (the “EPS Offer”) of Lafarge Canada. The Offer is disclosed in a Tender Offer Statement on Schedule TO filed by Lafarge S.A. with the Securities and Exchange Commission (the “SEC”) on February 21, 2006 (the “Schedule TO”).

      Lafarge S.A. has stated that Efalar will not be required to accept for payment any tendered shares unless at the expiration date of the Offer there is validly tendered and not withdrawn a number of shares of the Company’s common stock which, when taken together with the exchangeable preference shares of Lafarge Canada validly tendered and not withdrawn in the EPS Offer, will constitute at least a majority of the outstanding shares of Company’s common stock and exchangeable preference shares of Lafarge Canada, taken together as a single class, as of the date the shares of Company’s common stock are accepted for payment pursuant to the Offer, excluding shares of the Company’s common stock and exchangeable preference shares of Lafarge Canada beneficially owned by Lafarge S.A., Efalar, wholly-owned subsidiaries of Lafarge S.A., the Company, their respective officers and directors, and the Lafarge Canada Stock Fund (the “Minimum Tender Condition”). In addition, Lafarge S.A. has stated that Efalar will not be required to accept for payment any tendered shares if at any time on or after February 5, 2006 and prior to the expiration date of the Offer, there has not been validly tendered and not withdrawn a sufficient number of shares of the Company’s common stock such that, upon acceptance for payment and payment for the tendered shares of common stock of the Company pursuant to the Offer (and taking into account any exchangeable preference shares to be accepted for payment pursuant to the EPS Offer), Lafarge S.A. will, directly or through wholly-owned subsidiaries, own a number of shares of common stock of the Company and exchangeable preference shares of Lafarge Canada representing at least 90% of the issued and outstanding shares of common stock of the Company and exchangeable preference shares of Lafarge Canada, taken together as a single class, as of the date the shares of common stock of the Company are accepted for payment pursuant to the Offer (the “90% Condition”). The Offer to Purchase provides that the Minimum Tender Condition is not waivable; however, the 90% Condition may be waived at any time and from time to time by Lafarge or Efalar in its sole discretion. The Offer is on the terms and subject to a number of other conditions set forth in an offer to purchase dated February 21, 2006 (the “Offer to Purchase”) contained in the Schedule TO and the related letter of transmittal and other transmittal documents filed as exhibits to the Schedule TO and mailed to the

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holders of shares of the Company’s common stock and holders of exchangeable preference shares of Lafarge Canada (the “Transmittal Documents”).

      Lafarge S.A. has stated that if the tender offer is completed and Lafarge S.A. holds, directly or through wholly-owned subsidiaries, at least 90% of the issued and outstanding shares of common stock of the Company and exchangeable preference shares of Lafarge Canada, taken together as a single class, Lafarge S.A. will cause the “short-form” merger of Efalar and the Company (the “Merger”), in accordance with the applicable provisions of the Maryland General Corporation Law (the “MGCL”) and the Delaware General Corporation Law (the “DGCL”), at the same price per share offered in the Offer, unless it is not lawful to do so.

      The principal executive offices of Lafarge S.A. are located at 61, rue des Belles Feuilles, B.P. 40 75782 Paris, cedex 16, France.

      With respect to all information described herein as contained in the Offer to Purchase and the Transmittal Documents, including information concerning Lafarge S.A., Efalar or their affiliates, officers or directors or actions or events with respect to any of them, the Company takes no responsibility for the accuracy or completeness of such information or for any failure by such parties to disclose events or circumstances that may have occurred and may affect the significance, completeness or accuracy of any such information.

ITEM 3. Past Contacts, Transactions, Negotiations and Agreements.

      Except as described in this Statement (including the exhibits, annexes and any information incorporated into it by reference), to the Company’s knowledge, there are no material agreements, arrangements or understandings or any actual or potential conflicts of interest between the Company or its affiliates and (i) any of its executive officers, directors or affiliates or (ii) Lafarge S.A., Efalar or any of their executive officers, directors or affiliates.

      In considering the position, if any, of the Special Committee with respect to the Offer, stockholders should be aware that certain officers and directors of Lafarge S.A. and its affiliates, and certain officers and directors of the Company and its affiliates, have interests in the Offer which are described in this Statement and in any exhibits and annexes to this Statement and which may present them with certain actual or potential conflicts of interest with respect to the Offer. This Item entitled “Past Contacts, Transactions, Negotiations and Agreements” contains information regarding the interests of the Company’s directors and executive officers in the Offer, including the fact that four of fifteen members of the Company’s Board of Directors are representatives of Lafarge S.A.

Certain Arrangements Between the Company and its Directors, Executive Officers and Affiliates

Special Committee

      Due to Lafarge S.A.’s majority interest in the Company’s common stock and representatives on the Company’s Board of Directors, on February 8, 2006, the Board of Directors appointed a special committee of directors who are unaffiliated with Lafarge S.A. (the “Special Committee”) to review, evaluate, make recommendations to the stockholders of the Company (other than Lafarge S.A.) and to respond to, or take other actions as appropriate with respect to, the Offer. The Board of Directors delegated to the Special Committee all of the powers of the Board of Directors (other than those powers not delegable (or not delegable without express limitations thereon) by the Board of Directors to a committee under Maryland law, which include but are not limited to the power to amend bylaws, authorize dividends and issue capital stock) to, among other things, (1) review and evaluate the terms and conditions of the proposed tender offer, (2) respond to and, if deemed appropriate, negotiate the terms and conditions of the proposed tender offer, (3) make or not make a recommendation or recommendations to the Company’s stockholders (other than Lafarge S.A.) with respect to the proposed tender offer, (4) review, analyze, evaluate and monitor all proceedings and activities of the Company related to the proposed tender offer, and (5) take all such other actions that the Special Committee deems to be in or not opposed to the best interests of the Company’s

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stockholders (other than Lafarge S.A.) and the Company, with respect to the proposed tender offer; provided, however, that such delegation shall not include the authority to seek to sell or to effectuate the sale of the Company to a party other than Lafarge S.A. so long as Lafarge S.A. remains committed to retaining its current shares in the capital stock of the Company and Lafarge Canada. In addition, the Board of Directors authorized the Special Committee to engage, at the expense of the Company, financial, legal and other advisors or consultants to assist and advise the Special Committee in connection with the performance of its duties.

      As compensation for services rendered in connection with serving on the Special Committee, the members will each be paid a base fee of $45,000, plus an additional fee of $2,000 per meeting. The Chairman will be paid an additional fee of $35,000. The members of the Special Committee will be reimbursed for any reasonable out-of-pocket expenses incurred in the performance of their duties.

Transactions with Directors and Management

      Lawrence M. Tanenbaum, a director of the Company and a member of the Special Committee, his family and certain family trusts own 100% of the capital stock of Kilmer Van Nostrand Co. Limited (“Kilmer Van Nostrand”), from whom the Company acquired The Warren Paving & Materials Group Limited (“Warren Paving”), an asphalt paving and commercial aggregates company, in December 2000 pursuant to the Share Purchase Agreement between Lafarge Canada, LCI-Warren Merger Inc. (“LCI-Warren”) and Kilmer Van Nostrand, dated July 24, 2000, as amended by the Amending Agreement thereto dated October 21, 2000 (the “Purchase Agreement”). In addition to the cash payment of Cdn$61,230,000, consideration for such acquisition included the issuance to Kilmer Van Nostrand of a Cdn$25,000,000 interest-free promissory note which was paid on April 18, 2001, and Cdn$166,434,000 of preferred stock of LCI–Warren, an indirect subsidiary of the Company, which Kilmer Van Nostrand continues to hold. Kilmer Van Nostrand was paid Cdn$10,852,000, Cdn$13,157,200, Cdn$10,311,000, Cdn$10,602,000 and Cdn$9,576,818 in dividends on such preferred stock during the years 2001, 2002, 2003, 2004 and 2005, respectively.

      In conjunction with the acquisition of Warren Paving, the Company sold to Kilmer Van Nostrand a warrant to acquire 4.4 million shares of the Company’s common stock at $29.00 per share. As consideration for the warrant, Kilmer Van Nostrand executed a Cdn$21,637,000 ($14.4 million) interest free promissory note which was paid to the Company on December 29, 2001. In 2001, Kilmer Van Nostrand assigned the warrant to an affiliate.

      In connection with the Warren Paving acquisition, the Company and Kilmer Van Nostrand entered into certain real property-related agreements and arrangements described below, the terms of which were negotiated with Kilmer Van Nostrand and Mr. Tanenbaum in conjunction with the Warren Paving acquisition and prior to Mr. Tanenbaum’s having been appointed a director of the Company. Kilmer Van Nostrand retained options to repurchase 147 of the more than 200 parcels of real property transferred in the transaction. The options are generally exercisable when the Company has depleted or is no longer interested in mining aggregates reserves on these properties. The repurchase price for each of these properties was negotiated at time of the Warren Paving acquisition. The Company leased five parcels of real property from Kilmer Van Nostrand for a nominal amount. Each lease granted the Company an option through December 2015 to acquire the property at roughly the fair market value of the property at the date of the acquisition, increased by an annual “escalator” negotiated in connection with the acquisition. The Company subsequently purchased two of these properties, as outlined below, and currently leases the three remaining properties. The Company and Kilmer Van Nostrand entered into transitional use leases for two other properties through May 2002 and March 2003, respectively. The Company and Kilmer Van Nostrand designated thirty parcels of real property and twelve groups of equipment that were owned by a Kilmer Van Nostrand subsidiary and acquired by the Company, as properties to be sold, with the net proceeds of such sales to be split approximately equally between the Company and Kilmer Van Nostrand. These proceeds were to be distributed to Kilmer Van Nostrand as additional distributions under the preferred stock of LCI–Warren that Kilmer Van Nostrand received in connection with the transaction.

      As indicated in proxy statements filed in prior years by the Company, since the Warren Paving acquisition in 2000, the Company and Kilmer Van Nostrand have from time to time entered into transactions

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involving the properties and agreements described above. Generally, these transactions are consummated upon the terms and conditions negotiated in connection with the Warren Paving acquisition; however, occasionally the terms are modified as a result of arm’s length negotiations between the parties.

      In 2002, the Company purchased from Kilmer Van Nostrand one of the two properties the Company was leasing (pursuant to a transitional use lease described above) from Kilmer Van Nostrand for Cdn$3.2 million, which price was negotiated with Kilmer Van Nostrand at the time of the Company’s purchase of the property. In 2004, to facilitate a sale by the Company of certain businesses in Northern Ontario to a third party, the Company purchased from Kilmer Van Nostrand for Cdn$122,000 its options to repurchase ten parcels of real property acquired from Kilmer Van Nostrand as part of the Warren Paving acquisition. These options permitted Kilmer Van Nostrand to repurchase the properties when the Company depleted or no longer was interested in mining aggregates reserves on these properties. In connection with the Northern Ontario sale, the Company exercised an option granted by Kilmer Van Nostrand as part of the Warren Paving acquisition to acquire one of the leased real properties for Cdn$2,458,000, an amount determined in accordance with the formula negotiated at the time of and in connection with the Company’s acquisition of Warren Paving. Also in connection with the Northern Ontario sale, the Company granted Kilmer Van Nostrand an option to acquire a parcel of real property near Toronto, Ontario, for which option Kilmer Van Nostrand paid the Company Cdn$158,000. Also in 2004, the Company purchased a leased property from Kilmer Van Nostrand for Cdn$750,000 pursuant to an option granted to the Company in connection with the Company’s acquisition of Warren Paving. The purchase price was less than the Cdn$1.5 million price negotiated at the time of, and in connection with, the Warren Paving acquisition due to the agreement that the Company would buy the capital stock of the Kilmer Van Nostrand entity, rather than the real property it owned.

      In addition to these transactions, at various times since 2000, rather than selling the designated properties and equipment to third parties as originally contemplated by the Warren Paving acquisition, the Company decided to retain six of the thirty real properties and eight of the twelve groups of equipment that had been designated for sale in connection with the acquisition. Each time that the Company decided to retain a property, the Company and Kilmer Van Nostrand agreed upon a fair market value for the property to determine the amount of proceeds which would have been distributed to Kilmer Van Nostrand if the properties had been sold to a third party at such price. Such amount was then distributed to Kilmer Van Nostrand as additional quarterly distributions under the preferred stock held by Kilmer Van Nostrand, as if the properties had been sold to a third party as originally contemplated. As a result, since 2000 and through February 28, 2006, Kilmer Van Nostrand received a total of Cdn$2,806,000 in distributions under the preferred stock as a result of the Company retaining such properties rather than selling them to third parties as originally contemplated.

      As discussed above, Mr. Tanenbaum is a member of the Special Committee. Notwithstanding his relationships with the Company set forth above, the Special Committee considers Mr. Tanenbaum an outside director who is not affiliated with Lafarge S.A. and is capable of serving independently for purposes of possible transactions between the Company and Lafarge S.A. and is a valuable member of the Special Committee for such purposes because of, among other reasons, his extensive industry experience and significant indirect interest in the common stock of the Company through the warrant he indirectly owns. In considering Mr. Tanenbaum’s qualifications to serve on the Special Committee, the Special Committee noted the transactions described above and the fact that because of certain of the transactions described above the numerical thresholds contained in the standards set forth in Rule 303A of the New York Stock Exchange listing standards were exceeded, and, as a result, in 2005 Mr. Tanenbaum was not included as one of the directors determined by the Board of Directors to be “independent” for purposes of such New York Stock Exchange rule. The Special Committee also considered the timing of the relationships and transactions described above, the fact that the transactions were generally the result of negotiations that occurred prior to his becoming a director of the Company (and otherwise have been the result of arm’s length negotiations), the fact that there could be future transactions to be negotiated on an arm’s length basis, and the relative value of the residual transactions to Mr. Tanenbaum. The existence of these relationships and transactions has not precluded Mr. Tanenbaum from serving on predecessor special committees appointed to evaluate possible transactions between the Company and Lafarge S.A. The Special Committee considers

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Mr. Tanenbaum’s interests aligned with the minority stockholders in the Offer due to his significant indirect interest in the common stock of the Company through the warrant he indirectly owns.

      After considering the totality of the above mentioned factors, the Special Committee concluded that it was appropriate and beneficial for Mr. Tanenbaum to be a member of the Special Committee.

      Following the announcement of the proposed tender offer, Mr. Tanenbaum requested that the Special Committee remedy a procedural aspect of the terms of the warrant now held by an affiliate of Kilmer Van Nostrand. The terms of the warrant require that a notice of exercise of the warrant be delivered at least thirty days prior to the exercise date, and they require that such a notice of exercise be irrevocable. Mr. Tanenbaum indicated to the Special Committee that these aspects of the warrant’s mechanics were inequitable, because they made it impossible for his affiliate to tender the shares underlying the warrant into a tender offer (including the Offer) without giving up the ability to retain the warrant in the event that the tender offer is ultimately not consummated. This result stems from the fact that it would be necessary to give notice in order to exercise the warrant and not be able to revoke it, at a time when it would not be possible to know whether or not the tender offer would be consummated, thereby turning the decision to tender into an unconditional decision to convert the warrant into shares of common stock and to pay the exercise price with respect thereto, whether or not a tender offer is ever consummated. Mr. Tanenbaum noted that this would put his affiliate (and thereby him as well) in an economic position with respect to the Offer or any other tender offer that would not be as well aligned with the holders of shares of the Company’s common stock (who would be able to retain the securities they currently hold in the event that their tendered shares were not purchased) and that this could complicate his service on the Special Committee. Mr. Tanenbaum requested that the Special Committee approve a procedural amendment to the terms of the warrant that would permit his affiliate to exercise the warrant in connection with a tender offer on a revocable basis, without the extended advance notice period, and on a basis that could be conditional on the tender offer being consummated. At the March 1, 2006 meeting of the Special Committee, the members of the Special Committee who were present, other than Mr. Tanenbaum, discussed these matters and approved the amendment of the warrant to accomplish these changes as being both equitable and a means of more fully aligning Mr. Tanenbaum’s interests in connection with a tender offer with those of the holders of shares of the Company’s common stock, thereby enhancing his ability to serve on the Special Committee.

      James M. Micali, a director of the Company and member of the Special Committee, is the Chairman and President of Michelin North America, Inc. (“Michelin North America”). The brother of Philippe R. Rollier, the President and Chief Executive Officer of the Company, serves as a “co-gerant” (managing partner) of Michelin North America’s parent company, Compagnie Générale Des Etablissements Michelin (“Michelin”) and on the Executive Council of Michelin with Mr. Micali.

      John D. Redfern, a director of the Company and member of the Special Committee, has a son employed by a subsidiary of the Company in a non-executive officer role.

      The Company and its subsidiary, Lafarge Canada, have extended non-interest bearing loans prior to the enactment of the Sarbanes-Oxley Act to certain of their officers to assist in the purchase of housing in the course of relocations. With respect to loans with an outstanding balance in excess of $60,000 at any time during 2005, the largest aggregate amount of such indebtedness outstanding during 2005 and the amount thereof outstanding as of December 31, 2005, respectively, were as follows with respect to the following individuals: Philippe R. Rollier, President and Chief Executive Officer — $925,000, $925,000; Dominique Calabrese, Executive Vice President & President — Eastern Aggregates, Concrete & Asphalt — $174,000, $164,000; and Isaac Preston, Senior Vice President & President, Lafarge Gypsum — $166,000, $157,000.

Indemnification and Exculpation

      Section 2-418 of the Maryland General Corporation Law provides for the indemnification of directors and officers of a corporation incorporated under Maryland law under certain circumstances. A person who was or is a director or officer of the corporation may be indemnified by the corporation for judgments, penalties, fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by the director or officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil,

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criminal, administrative or investigative, to which such director or officer was or is made a party by reason of service in that capacity unless it is established that (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty; (2) the director actually received an improper personal benefit in money, property or services; or (3) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. If a proceeding is brought by or on behalf of the corporation, no indemnification will be made in connection with such proceeding if the director or officer was adjudged to be liable to the corporation.

      Section 2-418 of the MGCL also provides that reasonable expenses incurred by a director or officer of a corporation incorporated under Maryland law may be paid or reimbursed by the corporation in advance of final disposition of a proceeding if the corporation receives (i) a written affirmation of the director’s or officer’s good faith belief that the standard of conduct necessary for indemnification has been met and (ii) a written undertaking by that person to repay amounts advanced or reimbursed if it is personally determined that the standard of conduct has not been met.

      Article Eighth of the Articles of Incorporation of the Company provides that the Company shall indemnify its directors and officers to the full extent permitted by Maryland law now or hereafter in force, including the advance of related expenses, upon a determination by the Board of Directors or independent legal counsel made in accordance with applicable statutory standards, and that the Company, upon authorization by the Board of Directors, may indemnify other employees or agents to the same extent. Article Eighth also provides that to the fullest extent permitted by Maryland law, no director or officer of the Company shall be personally liable to the Company or its stockholders for money damages and that no amendment of the Company’s charter or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under such provision with respect to any act or omission which occurred prior to such amendment or repeal.

      Article VIII of the By-Laws of the Company provides that the Company shall indemnify its directors and officers unless (1) the act or omission of the director was committed in bad faith or was the result of active and deliberate dishonesty, (2) the director actually received an improper benefit in money, property or services or, (3) in the case of a criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful.

      The Company has in place directors and officers liability insurance. In addition, according to the Offer to Purchase, Lafarge S.A. has directors and officers insurance that covers directors of the Company and has stated that in the event that an insurance company refuses to honor its obligations with respect to coverage of the directors of the Company, Lafarge S.A. would indemnify the directors of the Company, subject to certain limitations and conditions. The enabling resolutions adopted by the Board of Directors in connection with the appointment of the Special Committee confirm that the Special Committee members are to be indemnified by the Company to the maximum extent permitted by applicable law.

      The Company is also authorized and is expected to enter into indemnification agreements with each of its directors, including all of the members of the Special Committee, which would obligate the Company to indemnify them to the maximum extent permitted by Maryland law. Among other things, the indemnification agreements will require the Company to indemnify a director for all expenses and liabilities actually and reasonably incurred by him or her in connection with any actual or threatened proceeding relating to the director’s service to the Company, unless it is established that (a) the director’s act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (b) the director actually received an improper personal benefit in money, property or other services; or (c) with respect to any criminal action or proceeding, the director had reasonable cause to believe that his or her conduct was unlawful. The agreements also would provide that upon application of a director to a court of appropriate jurisdiction, the court may order indemnification of the director (a) if the court determines that the director is entitled to indemnification under the MGCL, in which case the director will be entitled to recover from the Company the expenses of securing such indemnification; or (b) the court determines that such director is fairly and reasonably entitled to indemnification in view of all the relevant

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circumstances, whether or not the director has met the standards of conduct set forth in the MGCL or has been adjudged liable for receipt of an improper personal benefit under the MGCL.

      The agreements would also provide that if a director is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in a proceeding, the Company must indemnify the director for all expenses actually and reasonably incurred in connection with each successfully resolved claim, issue or matter. Also, the agreements would require the Company to advance all reasonable expenses actually and reasonably incurred by a director in connection with any proceeding (other than a proceeding to enforce indemnification) after the receipt by the Company of a statement from the director requesting such advance, whether prior to or after final disposition of such proceeding. Such statement must reasonably evidence the expenses incurred and include or be preceded or accompanied by a written affirmation of the director’s good faith belief that the standard of conduct necessary for indemnification by the Company has been met and a written undertaking to reimburse the Company if a court of competent jurisdiction determines that the director is not entitled to indemnification.

Benefit Plans

      Information regarding benefit plans and agreements in which the Company’s executive officers and directors participate is provided in Annex A to this Statement.

Certain Arrangements Among the Company and Lafarge S.A. and its Affiliates

      Except as set forth in the Offer to Purchase or elsewhere in this Statement, and to the Company’s knowledge, as of the date of the Offer to Purchase, neither Lafarge S.A. nor any of Lafarge S.A.’s directors, executive officers or other affiliates (i) has any agreement, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss, or the giving or withholding of proxies or (ii) has had any other transaction with the Company or any of its executive officers, directors or affiliates that would require disclosure by the Company under the rules and regulations of the SEC applicable to the Offer. This Item 3 contains information regarding the relationship of certain directors and officers of the Company with Lafarge S.A. and information concerning other agreements between the Company, Lafarge S.A. and their respective affiliates.

      The Company, its subsidiary Lafarge Canada and its majority stockholder Lafarge S.A. are parties to three agreements concerning (i) the sharing of costs for research and development, strategic planning, human resources and communications activities, (ii) marketing and technical assistance for the gypsum wallboard division and (iii) the use of certain trademarks. In 2005, the Company and Lafarge Canada recorded expenses under these agreements for the approximate sums of $3,507,000 and Cdn$2,691,000, respectively. The Company and Lafarge Canada have entered into agreements with Lafarge S.A. under which Lafarge S.A. pays for certain services provided to Lafarge S.A. by the Company and Lafarge Canada. In 2005, charges to Lafarge S.A. for these services totaled approximately $99,000.

      During 2005, the Company and Lafarge Canada purchased products from Lafarge S.A. and certain of its affiliates in the ordinary course of business. These purchases totaled approximately $39,948,000 and Cdn$1,058,000 for the Company and Lafarge Canada, respectively. In addition, during 2005, the Company and Lafarge Canada sold products to Lafarge S.A. and certain of its affiliates in the ordinary course of business. These sales totaled approximately $3,936,000 and Cdn$1,594,000 for the Company and Lafarge Canada, respectively.

      During 2005, the Company recognized $22,104,000 in income for managing certain U.S. operations of Blue Circle Industries PLC on behalf of Lafarge S.A. These operations remain the property of Lafarge S.A. and their results are not consolidated with the Company’s. The agreement to manage these operations, as amended and restated in 2005, continues through December 31, 2007, and annually thereafter unless earlier terminated. During 2005, the Company recorded $243 million in direct costs and expenses reimbursable from Blue Circle North America under this agreement. These costs and expenses include payroll and other related

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costs and expenses incurred by the Company in connection with its employment of those individuals who conduct the Blue Circle operations the Company manages. The Company has employed these individuals pursuant to the terms of the Supplemental Agreement Regarding Employees and Employee Benefits dated December 21, 2001, which the Company entered into with Lafarge S.A. in connection with its agreement to manage the Blue Circle operations. Costs and expenses reimbursed under this agreement also include other direct costs that are attributable to the Blue Circle operations and an allocation of cement-related regional and central selling, general and administrative costs incurred by the Company (allocated pro rata based on cement sales revenues in accordance with the contracts with Lafarge S.A.). In accordance with the terms of the management agreement, the Company also received $35,000 from Blue Circle North America as compensation for actions taken to optimize the profitability of the overall North American operations and which benefited Blue Circle North America to the Company’s detriment.

      An option the Company held to acquire from Lafarge S.A. the assets managed by the Company expired unexercised on December 31, 2004. The decision to allow the option to expire was made by a special committee of independent directors formed to evaluate the matter and was approved by our Board of Directors.

      The Company and Lafarge S.A. are parties to a Control Option Agreement dated November 1, 2003. This agreement is intended to enable Lafarge S.A. to maintain its existing margin of voting control. Through this agreement and unless earlier terminated, Lafarge S.A. has the right, until October 31, 2013, to purchase voting securities from the Company whenever the Company issues voting securities. Either the Company or Lafarge S.A. may terminate the agreement before October 31, 2013 by giving the other one year’s notice. The agreement was approved by the Company’s directors who have no affiliation with Lafarge S.A. based upon the business advantages to the Company which result from Lafarge S.A.’s majority ownership of the Company.

      Messrs. Bertrand P. Collomb, Bernard L. Kasriel, Bruno Lafont, and Michel Rose, directors of the Company, are also directors or officers of Lafarge S.A.

Interests of Certain Persons in the Offer and the Merger

      As discussed above in “Certain Arrangements Between the Company and its Directors, Executive Officers and Affiliates,” the executive officers and certain other officers and directors are entitled to receive benefits under the benefit plans of the Company. The other interests of the officers and directors are discussed herein.

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Ownership of the Company’s Common Stock

      The table below shows the number of shares of the Company’s common stock and the number of shares of the common stock of Lafarge S.A. (the Company’s “parent” as defined in regulations issued under the Securities Exchange Act of 1934, as amended) beneficially owned as of January 31, 2006 by (i) the Company’s directors, (ii) the executive officers of the Company and (iii) the directors and executive officers of the Company as a group. Unless otherwise indicated, all shares are directly owned.

	Beneficial Ownership of the Company’s Common Stock(1)												Beneficial Ownership of Lafarge S.A.
													Common Stock
				Number of
	Number of			Vested					Phantom		Number of		Number of		Number of
Name	Shares			Options			Total		Stock(2)		Unvested Options		Shares		Vested Options		Total
Marshall A. Cohen		4,935	(3)		10,000			14,935		5,569		-0-		-0-		-0-		-0-
Bertrand P. Collomb		10,699			143,500			154,199		-0-		42,500		62,485		-0-		62,485
Philippe P. Dauman		-0-			2,000			2,000		4,703		-0-		-0-		-0-		-0-
Bernard L. Kasriel		4,000			86,000			90,000		-0-		35,000		18,124		65,855		83,979
Bruno Lafont		1,000			2,500			3,500		-0-		4,000		5,117		40,494		45,611
Claudine B. Malone		5,250			6,000			11,250		-0-		-0-		-0-		-0-		-0-
Blythe J. McGarvie		850			1,750			2,600		-0-		5,250		-0-		-0-		-0-
James M. Micali		720			1,750			2,470		3,534		5,250		-0-		-0-		-0-
Robert W. Murdoch		2,100			10,000			12,100		586		-0-		1,704		-0-		1,704
Bertin F. Nadeau		5,150	(4)		3,000			8,150		-0-		-0-		-0-		-0-		-0-
John D. Redfern		9,462			9,000			18,462		-0-		-0-		559		-0-		559
Philippe R. Rollier		27,377			85,000			112,377		-0-		139,000		8,126		28,504		36,630
Michel Rose		-0-			2,000			2,000		-0-		-0-		350		-0-		350
Lawrence M. Tanenbaum		-0-			4,411,000	(5)		4,411,000		-0-		-0-		-0-		-0-		-0-
Gerald H. Taylor		6,000			1,000			7,000		-0-		-0-		-0-		-0-		-0-
James W. Bachmann		751			4,625			5,376		-0-		22,500		-0-		-0-		-0-
Dominique Calabrese		3,902			77,500			81,402		-0-		69,500		-0-		15,000		15,000
Todd W. Cunningham		500			9,000			9,500		-0-		29,500		-0-		-0-		-0-
Thomas G. Farrell		4,547			42,500			47,047		-0-		69,500		-0-		-0-		-0-
Peter L. Keeley		-0-			-0-			-0-		-0-		13,000		-0-		-0-		-0-
Jean-Marc Lechêne		3,508			72,800			76,308		-0-		69,500		3,202		-0-		3,202
James J. Nealis		3,508			92,250			95,758		-0-		64,250		-0-		-0-		-0-
Eric C. Olsen		4,643			42,250			46,893		-0-		62,875		-0-		-0-		-0-
Isaac Preston		2,310			17,500			19,810		-0-		46,000		-0-		-0-		-0-
All directors and executive officers (24 persons)		101,212			5,132,925			5,234,137		14,392		677,625		91,541		128,925		220,466

(1)	The shares below include exchangeable preference shares of the Company’s subsidiary, Lafarge Canada (which are exchangeable at the option of the holder into the Company’s common stock on a one for one basis) and common stock covered by stock options that were exercisable on January 31, 2006 or within 60 days thereafter. Holders of exchangeable preference shares have voting rights in the Company through a trust holding shares of the Company’s voting stock and are entitled to direct the voting of one share of voting stock for each exchangeable preference share held.
(2)	Directors may elect to invest fees they receive for service as directors in “phantom” shares of the Company’s common stock. Holders of “phantom” shares are entitled only to receive cash and have no right to acquire the Company’s common stock on which the value of the “phantom” shares is based.
(3)	Includes 1,000 shares owned by Adroit Investments Ltd., which is controlled by Mr. Cohen.
(4)	Includes 4,000 shares owned by Casavant Freres and 1,134 shares owned by GescoLynx Inc., both of which are controlled by Mr. Nadeau.
(5)	Includes the right to acquire 4.4 million shares of the Company’s common stock for $29.00 per share pursuant to a warrant held by an affiliate of Kilmer Van Nostrand Co. Limited, which is controlled by Mr. Tanenbaum.

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      As of February 28, 2006, the Company holds 1,214,017 exchangeable preference shares of Lafarge Canada and no shares of Lafarge S.A. As of February 28, 2006, the Lafarge Canada Stock Fund holds 128,924 exchangeable preference shares of Lafarge Canada.

      The following table, contained in Schedule B to the Offer to Purchase, sets forth (i) the current ownership of shares of common stock, options and exchangeable preference shares by Lafarge S.A. and its directors and officers and (ii) the purchases of shares of common stock and exchangeable preference shares by the respective directors and officers of Lafarge S.A. during the past sixty days according to the Offer to Purchase, as of the date thereof. According to the Offer to Purchase, the directors and officers of Efalar do not own any shares of common stock, exchangeable preference shares or options to purchase either of the foregoing and have not engaged in any transactions with respect thereto.

	Securities Ownership
	Shares of									Exchangeable
	Common Stock					Options				Preference Shares					Securities
															Transactions
Filing Person	Number		Percent			Number		Percent		Number		Percent			for Past 60 Days
Lafarge S.A.		39,605,061		55.4	%		—		—		488,520		10.7	%		—
Bertrand Collomb		10,698		*			185,000		*		—		—			—
Bernard Kasriel		4,000		*			121,000		*		—		—			—
Bruno Lafont		1,000		*			2,000		*		—		—			—
Jacques Lefèvre		100		*			6,000		*		—		—			—
Michel Rose		—		—			2,000		*		—		—			—
Guillame Roux		373		*			—		—		—		—			—
All directors and officers of Lafarge S.A. as a group		16,171		*			316,000		*		—		—			—

*  Less than 1%

Lafarge S.A.’s Plans for the Company

      The Offer to Purchase contains information, as of the date thereof, regarding the current plans or proposals or negotiations of Lafarge S.A. which relate to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company; (ii) any purchase, sale or transfer of a material amount of assets of the Company; (iii) any material change in the Company’s present dividend rate or policy; or (iv) any other material change in the Company’s business.

      In particular, Lafarge S.A. has stated in the Offer to Purchase that in connection with the Offer and the Merger it expects to review the Company and its assets, corporate structure, capitalization, operations, properties, policies, management and personnel to consider and determine what changes, if any, would be appropriate or desirable following the Merger in order to best organize and integrate the activities of the Company and Lafarge S.A. Lafarge S.A. expressly reserved the right to make any changes that it deems necessary, appropriate or convenient in light of its review or in light of future developments and stated that such changes could include, among other things, changes in the Company’s business, corporate structure or management.

ITEM 4. The Solicitation or Recommendation.

Position of the Special Committee

      The Special Committee requests that stockholders of the Company take no action and not tender their shares of common stock with respect to the Offer at the current time, and instead defer making a determination whether to accept or reject the Offer until the Special Committee has advised stockholders of its position or recommendation, if any, with respect to the Offer. The Special Committee is unable to take a position with respect to the Offer at the current time, because it has not yet had sufficient time to complete a

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full and deliberate review and evaluation of the material terms and provisions of the Offer, including the prospects and value of the Company, with the Special Committee’s financial, legal and other advisors and the Company’s management sufficient to enable the Special Committee to take an informed position with respect to the Offer and to discharge properly its duties under applicable law. The Special Committee expects that after it has completed its review and evaluation of the Offer, it will be able to cause the Company to inform its stockholders as to whether the Special Committee has determined: (i) to recommend acceptance or rejection of the Offer; (ii) to express no opinion and remain neutral toward the Offer; or (iii) to state that it is unable to take a position with respect to the Offer. In connection with such continued review and evaluation of the Offer, the Special Committee has requested of Lafarge S.A., and Lafarge S.A. has agreed, to extend the expiration date of the Offer (which also represents the earliest time at which Lafarge S.A. would be permitted to accept shares under the Offer) by a minimum of two weeks, from 12:00 midnight, New York City time, on March 20, 2006 to no earlier than 12:00 midnight, New York City time, on April 3, 2006.

Background of the Offer

      On Sunday, February 5, 2006, representatives of Lafarge S.A. contacted Marshall A. Cohen, lead outside director of the Company’s Board of Directors, and also other outside directors of the Company, to advise the Company of Lafarge S.A.’s intention to commence a tender offer for all of the outstanding shares of common stock of the Company not owned by Lafarge S.A., at a purchase price of $75 per share in cash, and all of the exchangeable preference shares of Lafarge Canada not owned by Lafarge S.A. at the same offer price. At the same time, Lafarge S.A. delivered the following letter to the members of the Board of Directors of the Company:

February 5, 2006

Board of Directors

Lafarge North America Inc.

12950 Worldgate Dr., Suite 500

Herndon, Virginia 20170

Attention:  Mr. Marshall A. Cohen

Mr. Philippe R. Rollier

Ladies and Gentlemen:

      Lafarge S.A. (“Lafarge”) is pleased to advise you that it intends to commence a tender offer for all of the outstanding shares of common stock of Lafarge North America Inc. (“LNA” or the “Company”) not owned by Lafarge, at a purchase price of $75 per share in cash. This represents a premium of approximately 16.7% over the closing price on February 3, 2006 and 31.0% over the average closing price during the past three months. In our view, this represents a fair price to LNA’s shareholders and this transaction will be mutually beneficial to LNA’s shareholders and Lafarge. We also intend to commence a tender offer for all of the exchangeable preference shares of Lafarge Canada not owned by Lafarge at the same offer price.

      The tender offer will be conditioned upon, among other things, the tender of a majority of the shares of LNA not owned by Lafarge and its affiliates and ownership by Lafarge of at least 90% of the outstanding shares of LNA, in each case taking into account both the common shares and exchangeable preference shares together as a group. We expect that any common shares not acquired in the tender offer will be acquired in a subsequent “short form” merger at the same price per share offered in the tender offer. We have entered into a credit agreement with JPMorgan and BNP Paribas that, together with our existing credit facilities, will enable us to complete the transaction.

      We believe that Lafarge’s offer to acquire the minority shares of LNA represents a unique opportunity for LNA shareholders to realize the value of their shares at a significant premium to LNA’s

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current and recent stock price. We also believe that the successful completion of the tender offer will benefit Lafarge itself. In short, we believe that this transaction is a “win-win” situation for the shareholders, as well as the customers and employees, of both companies.

      As the longtime majority stockholder of LNA, we wish to acknowledge your dedicated efforts as board members and management of the Company and to express our appreciation for the significant contribution that the board members and management of LNA have made to the success of the Company over the past several years.

      Please note that, as evidenced by our long history with LNA, Lafarge is not interested in selling its shares of the Company.

      We intend to commence our tender offer within two weeks. Lafarge expects that the Company’s board of directors will form a special committee consisting of independent directors to consider Lafarge’s proposal and to make a recommendation to the Company’s shareholders with respect to our proposal. In addition, Lafarge will encourage the special committee to retain its own legal and financial advisors to assist in its review of our proposal and the development of its recommendation. We are hopeful that, by proceeding with a tender offer, the Company’s shareholders will be able to receive payment for their shares earlier than would otherwise be the case if we sought to negotiate a merger agreement.

      A copy of the press releases announcing the tender offer is attached for your information. We expect to make these releases public prior to the opening of the New York Stock Exchange on February 6, 2006.

Very truly yours,

Bruno Lafont

      Lafarge S.A. issued a press release early the next morning on February 6, 2006 announcing its intention to make the tender offer as described above.

      Later during the day of February 6, 2006, all of the directors of the Company’s Board of Directors who are unaffiliated with Lafarge S.A. convened informally by teleconference to discuss the proposed tender offer and organizational matters, including the need to convene a board meeting as soon as possible to appoint a special committee. The Company issued a press release later that day confirming receipt of Lafarge S.A.’s proposal to commence a tender offer.

      On February 8, 2006, the Board of Directors appointed, and the Company issued a press release announcing the appointment of, the Special Committee consisting of Marshall A. Cohen, Philippe P. Dauman, Claudine B. Malone, Blythe J. McGarvie, James M. Micali, Bertin F. Nadeau, John D. Redfern, Lawrence M. Tanenbaum and Gerald H. Taylor. Mr. Cohen was appointed Chairman of the Special Committee. Ms. Malone subsequently informed the Special Committee that due to her current commitments as a director of other public companies, she was unable to commit to the likely time requirements for service on the Special Committee. As a result, Ms. Malone is not a member of the Special Committee.

      The members of the Special Committee held a telephonic meeting on February 10, 2006, during which they discussed various matters, including the hiring of advisors. Upon due consideration, the Special Committee retained Simpson Thacher & Bartlett LLP (“Simpson Thacher”) to advise as to legal matters, and Venable LLP (“Venable”) to advise with respect to matters of Maryland law. Simpson Thacher and Venable had previously served and were serving as legal advisors to predecessor special committees of the Company’s Board of Directors that had evaluated possible related party transactions between the Company and Lafarge S.A. In addition, the Special Committee retained Osler, Hoskin & Harcourt LLP (“Osler”) to advise with respect to matters of Canadian law. The Special Committee authorized the hiring of Merrill

12

Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), subject to the finalization of the terms of the fees, the financial advisor to predecessor special committees of the Company’s Board of Directors that had evaluated possible related party transactions between the Company and Lafarge S.A. since June 2001, as the Special Committee’s lead financial advisor. Subject to further negotiations of certain economic terms of its engagement, it was agreed by the Special Committee and Merrill Lynch that a substantial portion of Merrill Lynch’s fees would be paid to Merrill Lynch regardless of the Offer being consummated and that the arrangement would also contain a significant incentive fee component that would be due only if the offer price was substantially increased by Lafarge S.A. In addition, the Special Committee decided to receive proposals from and possibly retain a second investment banking firm to act as an additional financial advisor and, if requested by the Special Committee, to render to the Special Committee (for a fixed compensation not contingent on consummation of the tender offer) one or more opinions with regard to the inadequacy or fairness, from a financial point of view, of the consideration to be received pursuant to the proposed tender offer in addition to any such opinions that may be requested by the Special Committee to be delivered by Merrill Lynch. The Special Committee also engaged MacKenzie Partners, Inc. (“MacKenzie”) to assist the Special Committee with respect to stockholder matters relating to the proposed tender offer.

      Subsequently, the Special Committee finalized the fees to be paid to Merrill Lynch and retained Merrill Lynch. Merrill Lynch commenced its due diligence review of certain publicly available information of the Company and its business. Merrill Lynch also requested certain non-public information from the Company concerning the Company’s business.

      On February 14, 2006, the Company announced the Special Committee had retained Merrill Lynch, as its financial advisor, Simpson Thacher and Venable as legal advisors, and MacKenzie to provide advice with respect to stockholder matters relating to the proposed tender offer. Over the following days, the Chairman and another member of the Special Committee received telephone presentations and written proposals from various investment banking firms to act as such additional financial advisor.

      During this time, members of management of the Company participated in discussions with Merrill Lynch regarding the operations and future prospects of the Company and began to provide certain non-public financial and operating information to Merrill Lynch. Management was at this time in the midst of preparing its first outlook for 2006, which would include a financial projection of the Company for such year. Notwithstanding the fact that management does not ordinarily prepare projections of more than one year, the Special Committee, at the request of Merrill Lynch, asked management to begin to work on the preparation of financial projections of the Company for a longer period in order to assist Merrill Lynch and the additional financial advisor in conducting their financial analysis of the Company.

      On or about February 14, 2006, Simpson Thacher, on behalf of the Special Committee, requested that Lafarge S.A. postpone the commencement of the proposed tender offer from Friday, February 17, 2006 to Tuesday, February 21, 2006. On February 15, 2006, Cleary Gottlieb Steen & Hamilton, counsel to Lafarge S.A. (“Cleary Gottlieb”), on behalf of Lafarge S.A. agreed to postpone the commencement of the proposed tender offer to Tuesday, February 21, 2006. Also on February 15, 2006, the Company confirmed its position to the Company’s employees that, although normal day-to-day business conversations could continue, they should not discuss the proposed tender offer with Lafarge S.A. employees and stated that conversations about the proposed tender offer, valuations, strategy, forecasting, or similar forward-looking information were not allowed while the Offer process is underway.

13

Also on February 15, 2006, Simpson Thacher sent the following letter to Cleary Gottlieb:

Laurent Alpert, Esq.
Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Dear Laurent:

      On behalf of the Special Committee of the Board of Directors of Lafarge North America Inc. (“LNA”), we are writing to make the following two requests of Lafarge S.A. (“SA”).

      As you may know, the Special Committee is in the process of gathering information in connection with its deliberations concerning the Special Committee’s response to SA’s proposed tender offer after its formal commencement. As part of this process, we hereby request on behalf of the Special Committee that SA deliver or make available to the Special Committee and its advisors all information, if any, in the possession or control of SA or its advisors (on behalf of SA) materially relevant to the value of the offer, including information relating to the use or value of the Company’s assets, including any alternative uses for these assets, hidden values, or legal or technological changes that would reasonably be expected to affect value. Further, please provide any information concerning any discussions or negotiations SA has had with third parties, or any agreements entered into with third parties, concerning a disposition of any material portion of the Company’s assets either before or after giving effect to your proposal. If you believe that this information, in whole or in part, is already in LNA’s possession or control or is otherwise freely available to the public, please let us know.

      Secondly, in anticipation of the demands that will be made of the Special Committee during its deliberations, the Special Committee would like the flexibility to have additional time for the Special Committee and the LNA stockholders to consider any tender offer. The Special Committee would like to know that it has the ability to take additional time, if necessary, to enable it and its advisors to gather and evaluate material information (including any information gleaned from SA as requested above), to evaluate any feedback from LNA stockholders and to allow time for discussions, if appropriate, with SA and its representatives, free of the threat of a possible SA tender takedown occurring only 20 business days after commencement of the tender offer under circumstances where the Special Committee would not at that time be recommending that stockholders tender into such transaction.

      As I have discussed with you before, the Special Committee’s preference would have been for SA to agree to a formal standstill pursuant to which SA would not consummate any tender offer without a recommendation of the Special Committee in favor of SA’s tender offer. I understand from our prior discussions, however, that SA will not grant such a request. Therefore, as an alternative, we hereby request on behalf of the Special Committee that SA agree that, without the consent of the Special Committee, it will not consummate its tender offer until at least the earlier to occur of (i) the expiration of a 60 calendar day period after the commencement of its tender offer (as proposed or as it may from time to time be amended) or (ii) the expiration of a 10 business day period after the disclosure of a formal recommendation by the Special Committee, if any, is made, recommending acceptance by LNA stockholders of SA’s tender offer (as proposed or as so amended); provided that if such a formal recommendation is made and the ensuing 10 business day period would expire after the expiration of the initial 60 calendar day period, then without the consent of the Special Committee, SA will not consummate its tender offer until at least the expiration of such 10 business day period. We note that the 60 calendar day period essentially amounts to only (approximately) a maximum extra, 30-day period after the statutory minimum 20 business day period for a tender offer, and should the Special Committee issue a positive recommendation at some point, the 10 business days is equal to the customary period between the date of filing the target company’s recommendation on a Schedule 14D-9 and the statutory expiration date.

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      We believe that both of these requests are reasonable for the Special Committee to ask for, and for SA to grant, in these circumstances. We would also point out that unlike in many transactions of this sort, there was no extended period of negotiations between the parties on the matter that presaged the announcement of SA’s proposed tender offer. In any case, we hope that you will discuss them favorably with your client, and we look forward to receiving SA’s reply as soon as possible.

Very truly yours,

Robert E. Spatt

      On February 16, 2006, Cleary Gottlieb responded to Simpson Thacher’s letter as follows:

Robert E. Spatt, Esq.
Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017-3594

Dear Rob:

      Thank you for your letter of February 15, 2006, which I have discussed with Lafarge.

      Information: While in the ordinary course of day-to-day operations Lafarge does receive from LNA various types of information, Lafarge does not believe that it possesses any information materially relevant to the value of its offer, with the possible exception of (i) information obtained in connection with LNA’s 2005 Strategic Review prepared in March-April of 2005 and (ii) LNA’s 2006 budget prepared as of the end of January 2006. We believe the Special Committee has had access to all such information and, if not, would encourage the Special Committee to obtain such information from management. In addition, we would support every effort by management of LNA to share with the Special Committee whatever information may be in the possession of management and that either management or the Special Committee might deem to be pertinent to the Special Committee’s evaluation, as well as whatever insight management may have with respect to such information.

      I also confirm that Lafarge has not entered into any agreements, or had any discussions or negotiations, with third parties concerning a disposition of any material portion of LNA’s assets.

      Tender delay: We do wish the Special Committee to have adequate time to evaluate our tender offer. If, in due course, the Special Committee does not feel that it is in a position to make a recommendation to the LNA shareholders when it is required to do so, we will consider a reasonable request for an extension of our offer. To extend our offer today for an additional thirty days would be premature.

      I note that, at the Special Committee’s request, we have postponed the date of formal commencement of our offer from Friday, February 17, 2006 to Tuesday, February 21, 2006, which is fifteen days after the announcement date (February 6, 2006) and thirteen days after the date that the Special Committee was reinstituted (February 8, 2006). The Special Committee will thus have had almost a full month from the date of its appointment to the date that it is required to make a recommendation.

Very truly yours,

Laurent Alpert

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      On February 16, 2006, the Company delivered the following letter to Lafarge S.A.:

Mr. Bruno Lafont
Lafarge

61, rue des Belles Feuilles

75016 Paris

FRANCE

      Dear Bruno:

      Over the past few weeks we have been putting together our first outlook for 2006. Through the process of updating the outlook, we have identified a number of favorable and unfavorable potential variances to the 2006 Budget. In total, we expect our first outlook for 2006 to show a notable increase in expected EBIT compared to our 2006 Budget. Although we are still in the process of updating this analysis, the Special Committee requested that we advise you now.

Sincerely,

Philippe Rollier

      On February 21, 2006, the day that Lafarge S.A. commenced the Offer, the Special Committee held a telephonic meeting to continue to discuss certain matters relating to the Offer, with the assistance of Simpson Thacher and Venable. After receiving a report regarding the proposals received from six investment banking firms and further discussion about the potential candidates, the Special Committee authorized the engagement of The Blackstone Group L.P. (“Blackstone”) as a financial advisor to the Special Committee in addition to Merrill Lynch as the lead financial advisor to the Special Committee. Merrill Lynch and MacKenzie also participated for portions of the meeting. Later that day, the Company issued a press release stating that the Offer was under consideration by the Special Committee and urging stockholders to defer making any determination with respect to the Offer until they have been advised of the Special Committee’s position with respect to the Offer.

      After being retained, Blackstone commenced its due diligence review of the Company. Throughout this period, management continued to work on preparing the 2006 Outlook and, with assistance from Merrill Lynch in the modeling process, continued to work on the preparation of financial projections of the Company for a longer period and Merrill Lynch and Blackstone continued their due diligence review and analysis of the Company.

      On March 1, 2006, the Special Committee met again with its financial, legal and other advisors to continue to discuss and evaluate the Offer, stockholder responses and other related matters. While representatives of Blackstone attended the meeting, they indicated that their due diligence and related work was still in process. For a portion of the meeting, members of the Company’s management made a presentation to the Special Committee about the Company’s revised 2006 Outlook, and the Special Committee, its advisors and the Company’s management discussed the continuing process for additional financial projections. At the conclusion of the meeting, the Special Committee was of the view that its position on the Offer, at the time this Statement would be required to be sent to stockholders, would likely be that the Special Committee would be unable to take a position with respect to the Offer because of the reasons discussed herein, subject to final confirmation at a telephonic meeting of the Special Committee scheduled for March 4, 2006. In connection with the foregoing, the Special Committee directed Simpson Thacher to

16

send a letter on behalf of the Special Committee requesting that Lafarge S.A. extend the expiration date of the Offer by a minimum of two weeks.

      On March 3, 2006, Simpson Thacher sent the following letter to Cleary Gottlieb:

Laurent Alpert, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

      Dear Laurent:

      As previously discussed and as set forth in your letter to me of February 16, 2006, you stated that Lafarge S.A. (“SA”) would consider a reasonable request for an extension of the offer (the “Offer”) to acquire all of the outstanding shares of common stock of Lafarge North America Inc. (“LNA”), not already owned by SA and certain other persons, if in due course, the Special Committee (the “Special Committee”) of the Board of Directors of LNA did not feel that it was in a position to make a recommendation to the LNA shareholders when it was required to do so.

      It is possible that the Special Committee will be unable to make a recommendation to the LNA shareholders by the time a solicitation/recommendation statement on Schedule 14D-9 (the “Schedule 14D-9”) is required to be published, sent or given on Monday, March 6, 2006.

      Because of the foregoing, we hereby formally request on behalf of the Special Committee that, if the Special Committee concludes that it is unable to take a position with respect to the Offer in the Schedule 14D-9, SA agree to promptly extend the expiration date of the Offer (and of the offer (the “LCI Offer”) to acquire all of the outstanding exchangeable preference shares of Lafarge Canada Inc.) by a minimum of two weeks such that the Offer (and the LCI Offer) would not expire prior to 12:00 midnight, New York City time, on Monday, April 3, 2006.

      We hope you will discuss this reasonable request favorably with your client, and we would appreciate a written response as soon as possible. If this request is agreed to by SA, then we would expect that SA would publicly announce its extension of the Offer (and the LCI Offer) promptly after LNA’s filing of the Schedule 14D-9.

Very truly yours,

Robert E. Spatt

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      On March 3, 2006, Cleary Gottlieb responded to Simpson Thacher’s letter as follows:

Robert E. Spatt, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017-3594

Dear Rob:

      Thank you for your letter of today which I have discussed with Lafarge.

      I confirm that Lafarge agrees to the request made by the special committee pursuant to your letter.

Very truly yours,

Laurent Alpert

      On March 4, 2006, the Special Committee met telephonically to confirm its position and discuss this Statement and the Offer. At the conclusion of the meeting, the Special Committee determined that it is unable to take a position with respect to the Offer at the current time for the reasons described herein, and authorized the Company to finalize and file this Statement. The Special Committee determined to request that stockholders of the Company take no action and not tender their Shares with respect to the Offer at the current time, and instead defer making a determination whether to accept or reject the Offer until the Special Committee has advised stockholders of its position or recommendation, if any, with respect to the Offer.

Reasons for the Position

      The Special Committee is unable at the current time to take a position with respect to the Offer, because it has not yet had sufficient time to complete a full and deliberate review and evaluation of the material terms and provisions of the Offer, including the prospects and value of the Company, with the Special Committee’s financial, legal and other advisors and the Company’s management sufficient to enable the Special Committee to take an informed position with respect to the Offer and to discharge properly its duties under applicable law. The Special Committee is continuing to review and evaluate the Offer and stockholder responses thereto. The Special Committee expects that the additional time will allow the Special Committee and its financial advisors to work with the Company’s management to obtain more information about the Company and thus enable the financial advisors to further refine and complete their analysis and diligence review of the Company.

      The Special Committee expects that after the Special Committee has completed its review and evaluation of the Offer, it will be able to inform the Company’s stockholders as to its position or recommendation, if any, with respect to the Offer. For these reasons, stockholders of the Company are urged to defer making any determination with respect to the Offer until they have been advised of the Special Committee’s position with respect to the Offer.

Intent to Tender

      To the Company’s knowledge, after making reasonable inquiry, and except as set forth below, each of the Company’s executive officers, directors, affiliates and subsidiaries is currently undecided as to whether such person will or will not tender pursuant to the Offer any shares of common stock held of record or beneficially owned by such person, as of the date hereof. The Offer to Purchase states that Lafarge S.A. and Efalar believe that Messrs. Bertrand P. Collomb, Bruno Lafont, Bernard L. Kasriel and Michel Rose, who are affiliates of

18

Lafarge S.A. and members of the Company’s Board of Directors, will tender their shares of common stock in the Offer.

ITEM 5. Persons/ Assets, Retained, Employed, Compensated or Used.

      Merrill Lynch is acting as the Special Committee’s lead financial advisor in connection with the Offer. Pursuant to the terms of their engagement, the Company will pay Merrill Lynch a fee for its financial advisory services consisting of the following:

•  a transaction fee of $4,500,000 to be paid by the Company if Lafarge S.A. consummates any acquisition of a majority of the shares of the Company not beneficially owned by Lafarge S.A. or its affiliates, if the acquisition occurs within the period Merrill Lynch is retained by the Special Committee or within fifteen months thereafter;

•  a one-time opinion fee of $500,000 if Merrill Lynch renders to the Special Committee any opinion with regard to the inadequacy or fairness, from a financial point of view, of the consideration to be received pursuant to the Offer, which in the case of an inadequacy opinion will be credited in its entirety against the “go away” fee below, and in any event will be credited against the incentive fee below;

•  an incentive fee based on the ultimate offer price payable in the Offer in excess of $80 per share; and

•  a “go away” fee of $3,000,000 payable if Lafarge S.A. withdraws its Offer or if the Offer is terminated or expires, which will be credited against any transaction fee payable within two years.

      Blackstone has been engaged by the Special Committee as an additional financial advisor in connection with the Offer and, if requested by the Special Committee, to provide one or more opinions with regard to the inadequacy or fairness, from a financial point of view, of the consideration to be received pursuant to the Offer in addition to any such opinions that may be requested by the Special Committee to be delivered by Merrill Lynch. Pursuant to the terms of their engagement, the Company will pay a fee of $500,000 for Blackstone’s financial advisory services payable regardless of whether a transaction is consummated.

      In addition, the Company has agreed to reimburse both Merrill Lynch and Blackstone for their reasonable expenses, including travel costs, document production and fees of outside legal counsel and other professional advisors engaged with the Special Committee’s consent. The Company also has agreed to indemnify Merrill Lynch and Blackstone, their respective affiliates, and their respective directors, officers, employees, agents and controlling persons against certain liabilities and expenses.

      In the ordinary course of its business, Merrill Lynch, Blackstone and their respective affiliates may at any time trade or otherwise effect transactions, for their own accounts or the accounts of customers, of equity or debt securities or other financial instruments (or related derivative instruments) of the Company, Lafarge S.A. or any other company that may be involved in the Offer and may at any time hold long and short positions in such securities or instruments. Since June 2001, Merrill Lynch has acted as the financial advisor to predecessor special committees of the Company’s Board of Directors that had evaluated possible related party transactions between the Company and Lafarge S.A., and has received, and may in the future continue to receive, fees for the rendering of such services. Prior to its engagement, Blackstone had not provided any advisory services to the Company, Lafarge S.A. or any of their respective affiliates in connection with any strategic transaction and had not managed any financing transactions for either the Company or Lafarge S.A. or their respective affiliates.

      MacKenzie is assisting the Special Committee with respect to stockholder matters relating to the Offer. The Company must pay MacKenzie a retainer fee of $25,000 that will be applied toward a final fee to be mutually agreed upon based upon the scope of their assignment, and will reimburse MacKenzie for the reasonable out-of-pocket expenses incurred in connection therewith.

      Certain officers and employees of the Company may render services in connection with the Offer but they will not receive any additional compensation for such services.

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      Except as set forth herein, neither the Company nor any person acting on its behalf has employed, retained or compensated any person to make solicitations or recommendations to the stockholders of the Company on its behalf with respect to the Offer. The Company has not authorized anyone to give information or make any representation about the Offer that is different from, or in addition to, that contained in this Statement or in any of the materials that are incorporated by reference in this Statement. Therefore, the Company’s stockholders should not rely on any other information.

ITEM 6. Interests in Securities of the Subject Company.

      To the knowledge of the Company, the following are the only transactions in the shares of the Company’s common stock during the past 60 days by the Company or its executive officers, directors, affiliates or subsidiaries:

      At regularly scheduled meetings of the Board of Directors and the Management Development and Compensation Committee, both of which occurred prior to the outside directors knowing about the proposed tender offer by Lafarge S.A., the Company granted to key employees and non-employee directors as of January 30, 2006 options to acquire 1,105,000 shares of common stock at an exercise price of $64.00 per share. Grants to key employees were made by the Management Development and Compensation Committee, while grants to non-employee directors were made by the Board of Directors.

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      The options granted above include the following, which also sets forth awards of restricted stock made to key employees on the same date. In addition, several other key employees were awarded shares of restricted stock on that date, with a total of 27,000 shares of restricted stock being awarded on January 30, 2006, as set forth in the table below:

	Options Granted		Restricted Stock Awards
	1/30/2006		1/30/2006
Directors
Marshall A. Cohen		1,000		—
Bertrand P. Collomb		1,000		—
Philippe P. Dauman		1,000		—
Bernard L. Kasriel		1,000		—
Bruno Lafont		1,000		—
Claudine B. Malone		1,000		—
Blythe J. McGarvie		1,000		—
James M. Micali		1,000		—
Robert W. Murdoch		1,000		—
Bertin F. Nadeau		1,000		—
John D. Redfern		1,000		—
Michel Rose		1,000		—
Lawrence M. Tanenbaum		1,000		—
Gerald H. Taylor		1,000		—
		14,000
Officers
Philippe R. Rollier		54,000		5,000
Dominique Calabrese		27,000		2,500
Thomas G. Farrell		27,000		2,500
Jean-Marc Lechêne		27,000		2,500
James J. Nealis III		27,000		2,500
Eric C. Olsen		27,000		2,500
James W. Bachmann		13,000		500
Todd W. Cunningham		12,000		500
Peter L. Keeley		13,000		500
Isaac Preston		18,500		1,000
		245,500		20,000

      On February 3, 2006, Marshall A. Cohen exercised an option to acquire 1,000 shares of the Company’s common stock at a price of $18.875 per share that was currently due to expire and sold 465 of the shares acquired at a price of $63.87 per share, prior to his knowledge of the proposed tender offer by Lafarge S.A.

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      During the 60 days ended March 6, 2006, the Company repurchased the following shares of the Company’s common stock:

			Number		Average Price
Trade Date	Settlement Date		of Shares		for the Day
January 17, 2006		January 20, 2006		5,000		57.9640
January 18, 2006		January 23, 2006		5,000		57.6586
January 19, 2006		January 24, 2006		5,000		58.7990
January 20, 2006		January 25, 2006		5,000		58.2764
January 23, 2006		January 26, 2006		5,000		59.0030
January 24, 2006		January 27, 2006		5,000		60.8610
January 25, 2006		January 30, 2006		5,000		61.8420
January 26, 2006		January 31, 2006		5,000		64.6800
January 27, 2006		February 1, 2006		5,000		64.0900
January 30, 2006		February 2, 2006		5,000		63.6534
January 31, 2006		February 3, 2006		5,000		62.3852
February 1, 2006		February 6, 2006		5,000		64.9800
February 2, 2006		February 7, 2006		5,000		63.7914
February 3, 2006		February 8, 2006		5,000		64.2802
				70,000		61.5903

      During the 60 days ended March 2, 2006, the Company has issued 817,566 shares of common stock upon the exercise of employee stock options for an aggregate price of $31,006,673.

ITEM 7. Purposes of the Transaction and Plans or Proposals.

      Except as described or referred to in this Statement or the annexes and exhibits to this Statement or the Offer to Purchase, to the Company’s knowledge, no negotiation is being undertaken or engaged in by the Company that relates to or would result in (i) a tender offer or other acquisition of the Company’s securities by the Company, any of its subsidiaries or any other person, (ii) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries, (iii) a purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company. Except as described or referred to in this Statement or the annexes and exhibits to this Statement or the Offer to Purchase, to the Company’s knowledge, there are no transactions, board resolutions, agreements in principle or signed contracts in response to the Offer which relate to or would result in one or more of the matters referred to in the preceding sentence.

ITEM 8. Additional Information.

Certain Legal and Regulatory Matters

      Except for the SEC’s review, if any, of Lafarge S.A.’s Schedule TO, the Company is not aware of any material filing, approval or other action by or with any governmental authority or administrative or regulatory agency that would be required for Lafarge S.A.’s acquisition or ownership of the common stock of the Company.

Certain Maryland Statutes

      Under the MGCL, certain “business combinations” (including certain issuances of equity securities) between a Maryland corporation and any person who beneficially owns ten percent or more of the voting power of the corporation’s shares (an “Interested Stockholder”) or an affiliate thereof are prohibited for five years after the most recent date on which the Interested Stockholder becomes an Interested Stockholder.

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Thereafter, any such business combination must be approved by two super-majority stockholder votes unless, among other conditions, the corporation’s common stockholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the Interested Stockholder for its common stock. Because Lafarge S.A. or its affiliates held at least ten percent of the Company’s common stock on July 1, 1983, the date the “business combination” statute was first in effect, and the Company’s Board of Directors has not elected to be subject to the statute, the five-year prohibition and the super-majority vote requirements described above will not apply to any business combination with Lafarge S.A.

      The MGCL also provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding shares of stock owned by the acquirer, by officers or by employees who are also directors of the corporation. “Control shares” are voting shares of stock which, if aggregated with all other such shares of stock previously acquired by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power: (i) one-tenth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more of all voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition of control shares, subject to certain exceptions.

      A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses), may compel the board of directors of the corporation to call a special meeting of stockholders, to be held within 50 days of the demand, to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

      If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares (except those for which voting rights have previously been approved) for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or of any meeting of stockholders at which the voting rights of such shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.

      The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation.

      The Bylaws of the Company contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of the Company’s shares of stock.

Short-form Merger

      Under the MGCL, if Efalar acquires, pursuant to the Offer or otherwise, outstanding shares of common stock of the Company entitled to cast at least 90% of all the votes entitled to be cast on the Merger by the holders of the Company’s common stock and voting stock, Efalar will be able to effect the Merger after completion of the Offer without the vote of the Company’s stockholders; however, as stated in the Offer to Purchase, the MGCL requires the Board of Directors of the Company to approve the Merger. If Efalar does not acquire outstanding shares of common stock of the Company entitled to cast at least 90% of all the votes entitled to be cast on the Merger by the holders of the Company’s common stock and voting stock pursuant to the Offer or otherwise and a vote of the Company’s stockholders is required under Maryland law, a longer period of time will be required to effect the Merger.

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Appraisal Rights

      Under the MGCL, the Company’s stockholders do not have appraisal rights in connection with the Offer and will not have appraisal rights in connection with the Merger provided that the stock remains listed on a national securities exchange until at least the date that notice of the Merger is given to the Company’s minority stockholders in accordance with the MGCL.

Litigation

      On February 6, 2006, Lafarge S.A. announced its intention to commence the proposed tender offer. Thereafter, a number of purported stockholder class actions were filed against the Company, Lafarge S.A., and members of the Company’s Board of Directors concerning the proposed tender offer. The Company is aware of the following eleven class action lawsuits:

•  Samuel Mayer v. Lafarge North America Inc., et al., No. 24-C-06-001495 (In the Circuit Court for Baltimore City, Maryland)

•  David Jasinover v. Lafarge North America Inc., et al., No. 24-C-06-001584 (In the Circuit Court for Baltimore City, Maryland)

•  Harold B. Obstfeld v. Philippe R. Rollier, et al., No. 24-C-06-001604 (In the Circuit Court for Baltimore City, Maryland)

•  Kenneth Amron v. Lafarge North America Inc., et al., No. 24-C-06-001624 (In the Circuit Court for Baltimore City, Maryland)

•  City of Philadelphia Board of Pensions and Retirement v. Lafarge North America Inc., et al., No. 24-C-06-001714 (In the Circuit Court for Baltimore City, Maryland)

•  Local 66 Trust Funds v. Lafarge North America Inc., et al., No. 24-C-06-001840 (In the Circuit Court for Baltimore City, Maryland)

•  Dennis Rice v. Lafarge North America, Inc. et al., No. 268974-V (In the Circuit Court for Montgomery County, Maryland)

•  Alan Kahn v. Lafarge North America Inc., et al., No. 269216-V (In the Circuit Court for Montgomery County, Maryland)

•  Leocadia Prawdzik v. Marshall Cohen, et al., No. 24-C-06-1951 (In the Circuit Court for Baltimore City, Maryland)

•  Frank Janesch v. Marshall Cohen, et al., No. 24-C-06-002292 (In the Circuit Court for Baltimore City, Maryland)

•  Sheldon and Esther Schwartz v. Lafarge North America Inc., et al., No. 24-C-06-002305 (In the Circuit Court for Baltimore City, Maryland).

      The complaints initiating the lawsuits generally allege, among other things, that the defendants have breached duties owed to stockholders in connection with the proposed tender offer, that the proposed offer is inadequate and unfair to the stockholders, and that a majority of the defendants have conflicts of interest and lack independence. Each of the complaints requests certification as a class action or a declaration that the action be declared a proper class action. The complaints request that the consummation of the proposed tender offer be enjoined and that fees and expenses be awarded. Furthermore, the complaints generally seek an award of damages, or the imposition of a constructive trust, if the proposed tender offer is consummated. The Company has not yet responded to the lawsuits.

      Beginning on February 16, 2006, several plaintiffs, in both the Montgomery County and Baltimore City actions, filed the first of several separate motions for expedited discovery. Certain Baltimore City plaintiffs also moved to enjoin defendants “from proceeding with the proposed sale of Lafarge North America Inc. to Lafarge S.A.” On February 17, 2006, certain Baltimore City plaintiffs moved to consolidate the actions filed there. On February 22, 2006, the Montgomery County Court denied without prejudice a motion for expedited discovery filed by plaintiffs Rice and Kahn and entered an order that, among other things, consolidated the Montgomery County actions. On February 22, 2006, defendants the Company, Rollier, Malone, and Murdoch (the “LNA

24

Defendants”) moved to transfer the Baltimore City actions to Montgomery County. On February 24, 2006, certain plaintiffs in the Baltimore City actions requested a hearing on the LNA Defendants’ motion to transfer. On February 28, 2006, the Montgomery County plaintiffs filed their first Amended Class Action Complaint. Also, on February 28, 2006, plaintiff Jasinover, joined by plaintiffs Rice and Kahn, moved to transfer the Jasinover action from Baltimore City to Montgomery County and to consolidate the Jasinover action with the Rice and Kahn actions pending there. On March 1, 2006, the LNA Defendants filed a consent to transfer and consolidate the Jasinover action to Montgomery County. Also, on March 1, 2006, the LNA Defendants filed a response not objecting to the February 24, 2006 request by certain Baltimore City plaintiffs for a hearing on the LNA Defendants’ motion to transfer. On March 2, 2006, the Montgomery County plaintiffs filed subpoenas and notices of deposition duces tecum directed to Merrill Lynch, a financial advisor to the Special Committee, and J.P. Morgan Securities, Inc., a financial advisor to Lafarge S.A. On March 3, 2006, defendants Lafarge S.A., Collomb, Kasriel, Lafont and Rose filed a motion to dismiss plaintiffs Rice and Kahn’s amended complaint for ineffective service of process and lack of personal jurisdiction. On March 3, 2006, plaintiff Mayer filed a notice of voluntary dismissal without prejudice as to his complaint.

      In addition to these class action lawsuits, on February 21, 2006, a stockholder derivative action was filed in the Circuit Court for Fairfax County, Virginia captioned as Alaska Electrical Pension Fund v. Lafarge S.A. et al., No. CL 2006-2118. This action alleges, among other things, that the directors of the Company and Lafarge S.A. have breached duties owed to the Company in connection with the proposed tender offer, that defendants have failed to prudently supervise, manage and control the Company’s operations, that defendants were unjustly enriched, and that they aided and abetted their co-defendants’ violations of the applicable laws. The complaint further requests that the consummation of the Offer be enjoined and that fees and expenses be awarded. Furthermore, the complaint seeks an award of damages, or the imposition of a constructive trust if the Offer is consummated. The Company has not yet responded to the complaint.

      The Company has engaged counsel to represent the members of the Special Committee with respect to these claims. The Company has also engaged separate counsel for the Company and the other directors of the Board of Directors with respect to the claims. The Company believes the lawsuits are without merit and intends to vigorously defend against them.

Certain Forward-Looking Statements

      This Statement may contain or incorporate by reference certain “forward-looking statements.” All statements other than statements of historical fact included or incorporated by reference in this Statement are forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions (“Factors”), which are difficult to predict. Some of the Factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to: the cyclical nature of the Company’s business; national and regional economic conditions in the U.S. and Canada; Canadian currency fluctuations; seasonality of the Company’s operations; levels of construction spending in major markets; supply/demand structure of the industry; competition from new or existing competitors; unfavorable weather conditions during peak construction periods; changes in and implementation of environmental and other governmental regulations; our ability to successfully identify, complete and efficiently integrate acquisitions; our ability to successfully penetrate new markets; and other Factors disclosed in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. In general, the Company is subject to the risks and uncertainties of the construction industry and of doing business in the U.S. and Canada. The forward-looking statements are made as of this date and the Company undertakes no obligation to update them, whether as a result of new information, future events or otherwise.

      The information contained in all of the exhibits referred to in Item 9 below is incorporated by reference herein.

ITEM 9. Exhibits.

      The exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as a part of this Statement.

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SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

LAFARGE NORTH AMERICA INC.

By:  /s/ Eric C. Olsen

Name:  Eric C. Olsen

Title:  Executive Vice President and

Chief Financial Officer

Dated: March 6, 2006

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Annex A

Benefit Plans

U.S. Retirement Plans

      Information regarding the Company’s U.S. Retirement Plans is described in the Annual Proxy Statement of the Company filed on Schedule 14A with the SEC on March 15, 2005 (the “2005 Proxy Statement”) under the heading “U.S. Retirement Plans” and is filed as an exhibit to this Statement and is incorporated by reference herein.

      The Company’s trusteed noncontributory defined benefit pension plan for U.S. employees, titled the Lafarge North America Inc. Retirement Plan (the “LNARP”), includes a special early retirement provision that provides an unreduced retirement benefit and a social security bridge (until age 62) for eligible participants whose employment terminates in connection with the disposition or closing of a facility or restructuring of the Company’s operations. Generally, for this benefit, participants must be at least age 50, have five or more years of credited service under the plan and their age plus credited service must equal at least 65. In connection with the establishment of the U.S. SERP Trust (as defined below), the Company’s Board of Directors adopted a resolution requiring the Company, in the event of a change of control as defined in the U.S. SERP Trust, to make contributions to the LNARP to the maximum extent allowable as a current deduction for federal income tax purposes.

      The trust (the “U.S. SERP Trust”) established by the Company to fund supplemental executive retirement benefits in the U.S. (the “U.S. SERP”) requires the Company to make an irrevocable contribution in an amount sufficient to pay benefits under the U.S. executive retirement benefit plan upon a change of control. Under such trust, “change of control” means any one of the following: (1) “Continuing Directors” (defined below) no longer constitute at least two-thirds of the directors constituting the Board; (2) except for Lafarge S.A. and its subsidiaries, any person or group of persons (as defined in Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), together with its or their respective affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended), becomes the beneficial owner, directly or indirectly, of 20% or more of the Company’s then outstanding common stock or 20% or more of the voting power of the Company’s then outstanding securities entitled generally to vote for the election of directors in a transaction opposed by at least a majority of the Continuing Directors in office immediately prior to consummation of such acquisition; (3) the occurrence or the approval by the Company’s stockholders of the merger or consolidation with any other corporation, the sale of all or substantially all of the assets of the Company or the liquidation or dissolution of the Company unless, in the case of a merger or consolidation, the Continuing Directors in office immediately prior to the merger or consolidation will constitute at least two-thirds of the directors constituting the board of directors of the surviving corporation of the merger or consolidation and any parent (as defined in Rule 12b-2 under the Exchange Act) of that corporation; (4) at least a majority of the Continuing Directors in office immediately prior to the occurrence of any of the events described in paragraphs (1), (2) or (3) above, determines that any such event, if it occurs, would constitute, a change of control of the Company; or (5) at least a majority of the Continuing Directors in office immediately prior to any other action taken or proposed to be taken by the Company’s stockholders or by the Board of Directors, determines that such action constitutes, or that such proposed action, if taken, would constitute a change of control of the Company. For the above, “Continuing Directors” generally means those persons who are either (i) directors on the effective date of the trust, (ii) directors designated as Continuing Directors by a majority of the Continuing Directors, (iii) directors elected by a majority of the Continuing Directors at a meeting of the Board, (iv) directors nominated by a majority of the Continuing Directors who are thereafter elected by the stockholders of the Company at a meeting, or (v) directors elected by consent of the stockholders of the Company if thereafter a majority of the Continuing Directors designate the director as a Continuing Director.

      Whether consummation of the Offer and/or related transactions will trigger a change of control under the U.S. SERP Trust or the LNARP will depend upon actions taken by Lafarge S.A. and the Continuing

A-1

Directors in connection with these transactions, none of which, to the Company’s knowledge, has been called for or has been determined.

      Each of the following executive officers are participants in the LNARP and the U.S. SERP with the following years of service under each plan: James W. Bachmann, Senior Vice President and Controller (four years), Todd W. Cunningham, Senior Vice President — Strategy & Development (four years), Thomas G. Farrell, Executive Vice President and President — Western Aggregates, Concrete & Asphalt (fifteen years), Peter L. Keeley, Senior Vice President — General Counsel and Secretary (one month), James J. Nealis, III, Executive Vice President — Human Resources (sixteen years), Eric C. Olsen, Executive Vice President and Chief Financial Officer (seven years), and Isaac Preston, Senior Vice President and President — Gypsum Division (nine years). Participants are only entitled to benefits under the LNARP and the U.S. SERP after five years of service credit.

      Effective November 30, 2005, the Company adopted the Lafarge North America Inc. Deferred Compensation/ Phantom Stock Plan & Thrift Savings Restoration Plan (the “Executive Deferred Compensation Plan”) through which designated executives may defer up to 50% of their annual base salary and 100% of their annual and long term incentive bonuses. A participant’s Company match under the thrift savings restoration part of the plan is deferred 100%. Participants may elect for amounts deferred to either earn interest at the average prime rate as published in the Wall Street Journal or be invested in non-voting performance units equal to the amount deferred divided by the fair value of the Company’s common stock on the date of deferral. Deferred amounts earning interest are tracked in Company accounts measured in dollars, while amounts measured in performance units are tracked in accounts measured in numbers of units. At a participant’s election, when dividends are paid on Company stock, dividend equivalents are credited to performance unit accounts either, at the participant’s election, in additional performance units or separate dollar based accounts. A participant may choose for distributions to be made either in a single lump or ten installment payments, beginning either twelve months after termination of employment or on a fixed date at least three (and not more than ten) years after the election is made. The plan contains change of control provisions relating to the appointment of an independent administrator, but which do not accelerate payment of amounts due under the plan.

      Philippe R. Rollier entered into individual deferred compensation agreements with the Company under which he elected to defer payment of a portion of his salary and bonus beginning in 2002. The deferred salary and bonus amounts have been credited to an account on the books of the Company. Each month, this account is credited with interest at the average prime rate, as published in the Wall Street Journal, for the preceding calendar month. The amount credited to Mr. Rollier’s account will become payable upon his termination of employment with the Company (other than transfer of employment to an affiliate). As of December 31, 2005, the amount credited to Mr. Rollier’s account was approximately $2,347,000.

Canadian Retirement Plans

      Information regarding the Company’s Canadian Retirement Plans is described in the 2005 Proxy Statement under the heading “Canadian Retirement Plans” and is filed as an exhibit to this Statement and is incorporated by reference herein.

      Lafarge Canada’s supplemental executive retirement plan (the “Canadian SERP”) requires the Company to establish a trust and to make an irrevocable contribution to the trust in an amount sufficient to pay benefits under the Canadian executive retirement benefit plan upon a change in control of Lafarge North America or Lafarge S.A. Under such plan, “change of control” means one of the following:

(1)

Continuing Directors (as defined below) no longer constitute at least two-thirds of the Directors constituting the Board of Company;

(2)

except for Lafarge, S.A. and its subsidiaries, any person or group of persons (as defined in Rule 13d-5 under the Exchange Act), together with its or their respective affiliates (as defined in Rule 405 under the Securities Act of 1933), becomes the beneficial owner, directly or indirectly, of 20% or more of Company’s then outstanding common stock or 20% or more of voting power of Company’s then outstanding securities entitled generally to vote for the election of directors in a

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	transaction opposed by at least a majority of the Continuing Directors in office immediately prior to consummation of such acquisition;
(3)	the occurrence or the approval by Company’s stockholders of the merger or consolidation with any other corporation, the sale of all or substantially all of the assets of Company or the liquidation or dissolution of Company unless, in the case of a merger or consolidation, the Continuing Directors in office immediately prior to such merger or consolidation will constitute at least two-thirds of the directors constituting the board of directors of the surviving corporation of such merger or consolidation and any parent (as defined in Rule 12b-2 under the Exchange Act) of such corporation;
(4)	at least a majority of the Continuing Directors in office immediately prior to the occurrence of any of the events described in paragraphs (1), (2) or (3) above, determines that any such event, if it occurs, would constitute, a change of control of Company; or
(5)	at least a majority of the Continuing Directors in office immediately prior to any other action taken or proposed to be taken by Company’s stockholders or by the Board of Company, determines that such action constitutes, or that such proposed action, if taken, would constitute a change of control of Company.

      For the above, “Continuing Directors” generally means those persons who are either (i) directors on the date hereof, (ii) directors designated as Continuing Directors by a majority of the Continuing Directors, (iii) directors elected by a majority of the Continuing Directors at a meeting of the Board, (iv) directors nominated by a majority of the Continuing Directors who are thereafter elected by the stockholders of Company at a meeting thereof, or (v) directors elected by consent of the stockholders of Company if, thereafter, a majority of the Continuing Directors designate such Director as a Continuing Director.

      Whether consummation of the Offer and/or related transactions will trigger a change of control under the terms of the Canadian SERP will depend upon what actions are taken by Lafarge S.A. and the Continuing Directors in connection with these transactions, none of which, to the Company’s knowledge, has been called for or has been determined.

      Dominique Calabrese participates in and is credited with 27 years of service under the Canadian retirement plan and the Canadian executive retirement benefit plan at March 1, 2006.

      Philippe R. Rollier and Jean-Marc Lechêne, Executive Vice President and President — Cement, do not currently participate in the Company’s defined benefit pension plans for U.S. or Canadian employees or the Company’s supplemental executive retirement plans. Rather, they participate in retirement plans maintained by Lafarge S.A. and are credited under such plans for their service with the Company. Mr. Rollier has a deferred vested benefit under the Canadian pension plan which provides less than Cdn$2,000 per year.

Cash Incentives

      The Company has an annual bonus plan that provides for the payment of bonuses to executive officers and certain key employees, ranging from 62.5% to 100% of their base salary, contingent upon the achievement of certain financial targets and/or individual objectives. Under the plan, one-half of the total bonus opportunity for a participant is based upon the achievement of financially based Company performance objectives and one-half of the total bonus opportunity is based upon achievement of individual objectives.

      The Company has established a Long Term Cash Incentive Plan that is applicable to executive officers and key employees. This plan provides for payment of cash bonuses contingent upon the achievement of cumulative economic value added targets over a multi-year period. For all executive officers, this plan can pay an award each year with maximums of 40% or 50% of their base salary based on cumulative results of the previous multi-year cycle.

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Equity Incentives

      The Lafarge North America Inc. Employee Stock Purchase Plan (the “U.S. ESPP”) provides participants with the opportunity to accumulate funds on an after-tax basis during each purchase period (currently six months) and use those funds to purchase the Company’s common stock on the last day of the purchase period for an amount equal to 85% of the fair value of the stock on that day.

      U.S. ESPP participants who own stock acquired under the U.S. ESPP may participate in the Offer on the same terms as other stockholders. The U.S. ESPP provides that in the event of a liquidation or reorganization of the Company, including a merger, consolidation or sale of assets, the Board of Directors will make such adjustments, if any, as it deems appropriate in the number, purchase price and kind of shares and the terms and conditions of an offering, including closing an offering early and permitting purchase on the last business day of the reduced offering period, or terminating an offering and refunding participants with the cash in the participants’ accounts. Under the terms of the U.S. ESPP, the Benefit Plan Design Committee of the Company, which has the authority to establish the terms and conditions of offerings under the U.S. ESPP, also would have the authority to modify the terms and conditions of an offering in connection with the Offer, which modification may include, to the extent permitted under Section 423 of the Internal Revenue Code, closing an offering early and permitting purchase on the last business day of the reduced offering period. The Board of Directors may terminate the U.S. ESPP at any time.

      Lafarge Canada also maintains an Employee Stock Purchase Plan (the “Canadian ESPP”). Generally, the terms and conditions of the Canadian ESPP are comparable to the U.S. ESPP except that Lafarge Canada’s exchangeable preference shares are available for purchase pursuant to the Canadian ESPP. Participants in the Canadian ESPP who own stock acquired under the Canadian ESPP may participate in the EPS Offer on the same terms as other EPS holders. The Canadian ESPP provides that in the event of a liquidation or reorganization of Lafarge Canada or LNA, including a merger, consolidation or sale of assets, the Board of Directors of Lafarge Canada will make such adjustments, if any, as it deems appropriate in the number, purchase price and kind of shares that are subject to the Canadian ESPP. Under the terms of the Canadian ESPP, the Benefit Plan Design Committee of LNA has the authority to establish the terms and conditions of offerings and such committee would have authority to modify the terms and conditions of an offering in connection with the EPS Offer, which modification may include closing an offering early and permitting purchase on the last business day of the reduced offering period. The Board may terminate the Canadian ESPP at any time.

      The Company also uses long-term equity incentive awards to attract, motivate and retain executives of superior capability and more closely align the interests of management with those of stockholders. Outstanding long-term awards consist of non-qualified stock options granted under the Company’s 1993 and 1998 Stock Option Plans, and nonqualified stock options and restricted stock granted under the Company’s 2002 Stock Option Plan and 2005 Stock Incentive Plan.

      Generally, options granted to key employees under these plans vest in equal installments over a four-year period beginning on the date of grant. Options granted under the 1998 and 2002 plans to non-employee directors vest depending upon the director’s length of service at the time of grant. Options granted to directors who have served continuously for at least four years as of the date of grant are fully vested. Options granted to directors who have served continuously less than four years as of the date of grant vest 25% on such date for each year of the director’s prior continuous service through the date of grant and vest 25% on each subsequent anniversary of the director’s joining the Board. No portion of an option granted to a non-employee director will vest after the nonemployee director’s service on the Board has terminated for any reason. Grants of restricted stock to key employees are subject to such restrictions as the Management Development and Compensation Committee determines to be appropriate. However, under the 2002 Stock Option Plan, awards of restricted stock that are performance based must be restricted for at least one year from the date of grant, and awards of restricted stock that are not performance based must be restricted for at least three years from the date of grant.

      All outstanding options granted under the 1993 Stock Option Plan are fully vested. Under the 1998 Stock Option Plan and the 2002 Stock Option Plan, the Management Development and Compensation Committee,

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in its discretion, may accelerate the vesting of options granted to employees. However, such committee has no authority to alter the terms or conditions of options granted to non-employee directors. It is expected that the Board of Directors (or an appropriate committee thereof) will evaluate in due course what actions are appropriate to be taken with respect to any such unvested options.

      The 2005 Stock Incentive Plan provides for the grant of incentive and nonqualified stock options, stock appreciation rights, stock units, stock awards, bonus shares, dividend equivalents and other stock-based awards or cash bonus awards to key employees and non-employee directors. To date, only nonqualified stock options and restricted stock awards have been granted under the 2005 Stock Incentive Plan. With respect to awards granted to employees, the Management Development and Compensation Committee has authority to administer the plan. The Board Governance Committee has authority to administer the Plan with respect to non-employee directors, but only the Board of Directors has authority to issue awards to non-employee directors.

      Generally, the 2005 Stock Incentive Plan provides that upon a Change in Control, all outstanding options will be fully exercisable and restrictions on awards of restricted stock will lapse as of the date of the change in control or such other date established by the committee. In addition, the 2005 Stock Incentive Plan provides that in the event of a “Change in Control” the committee responsible for administering the plan has authority to require participants to surrender outstanding options in exchange for payment in cash, stock or a combination of cash and stock equal to the amount, if any, by which the fair market value of the shares of stock subject to the options exceeds the exercise price. Further, with respect to participants holding restricted stock awards, the committee may require awards to be settled subject to terms determined by the committee.

      The 2005 Stock Incentive Plan states that, a “Change in Control” will be deemed to have occurred if (1) at the end of any 12-month period, “Continuing Directors” no longer constitute a majority of the Board; the term “Continuing Director” means any individual who is a member of the Board on the date hereof or was nominated for election as a director by, or whose nomination as a director was approved by, the Board with the affirmative vote of a majority of the Continuing Directors; (2) any person or group of persons (as defined in Rule 13d-5 under the Exchange Act) together with such person’s or its affiliates, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership, directly or indirectly, of 35% or more of the voting power of the Company’s then outstanding securities entitled generally to vote for the election of the Company’s directors; (3) any person or group of persons (as defined in Rule 13d-5 under the Exchange Act) together with such person’s or its affiliates, becomes the owner, directly or indirectly, of 50% or more of the total fair market value or total voting power of the Company; provided that if one or more person acting as a group is considered to own more than 50% of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a Change in Control; (4) any person or group of persons (as defined in Rule 13d-5 under the Exchange Act) together with such person’s or its affiliates, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets of the Company that have a “Gross Fair Market Value equal to or more than 40% of the total “gross fair market value” of all of the assets of the Company immediately prior to such acquisition or acquisitions; the term “Gross fair market value” means the value of the assets of the Company or the value of the assets disposed of, without regard to any liabilities associated with such assets all or substantially all of the assets of the Company or the liquidation or dissolution of the Company.

      With respect to the options issued under these plans, the Offer to Purchase states that Lafarge S.A. and Efalar expect that employee stock options, including unvested options, will become exerciseable at the time of the Merger, and thus that employees holding such options will be able to receive the excess, if any, of the cash per share received by stockholders in the Merger over the exercise price of the options. Achieving this result will require action by the Company’s Board of Directors (or an appropriate committee thereof) under various option plans. Lafarge S.A. and Efalar have stated they will support such action by the Company’s Board of Directors.

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Severance Policy

      The Company has not entered into individual employment or severance agreements with its executive officers. However, the Company does maintain a Severance Policy to provide benefits to salaried employees whose employment is terminated because of the permanent closing of a plant, terminal, administrative or sales office or a reduction in staff due to a restructuring or economic downsizing. The policy requires the Company’s Executive Vice President — Human Resources to determine whether a particular event gives rise to benefits under the policy. Benefits under the policy may include severance pay, benefit continuation and outplacement services. Generally, under the policy eligible executives may receive severance pay equal to six months base salary plus an additional six months of payments if still unemployed.

Other Compensation

      Information regarding compensation of the Company’s executive officers and directors (including information about deferred compensation and retirement plans for non-employee directors) is described in the 2005 Proxy Statement under the headings “Item 1, Election of Directors — How are directors compensated?”, “Report on Executive Compensation,” “Summary Compensation Table,” “Option Exercises and Year-End Values,” “Option Grants,” and “Long-Term Incentive Plans — Awards in Last Fiscal Year” and is filed as an exhibit to this Statement and is incorporated herein by reference.

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INDEX TO EXHIBITS

(a)(1)	Letter dated March 6, 2006 to holders of common stock of Lafarge North America Inc. (included in the mailing to holders of common stock of Lafarge North America Inc.)*
(a)(2)	Press Release dated February 6, 2006 titled Lafarge North America Confirms Receipt of Proposal from Lafarge S.A. (incorporated by reference to Exhibit 99.1 to the Company’s Schedule 14D-9 filed February 6, 2006).
(a)(3)	Press Release dated February 8, 2006 titled Lafarge North America Board of Directors Establishes Special Committee to Review Lafarge S.A. Offer (incorporated by reference to Exhibit 99.1 to the Company’s Schedule 14D-9C filed February 8, 2006).
(a)(4)	Slide Presentation titled Lafarge S.A. Tender Offer, Presentation to LNA Employees February 10, 2006 (incorporated by reference to Exhibit 99.1 to the Company’s Schedule 14D-9C filed February 10, 2006).
(a)(5)	Press Release titled Special Committee of Lafarge North America Board Appoints Advisors to Assist in Review of Lafarge S.A. Tender Offer (incorporated by reference to Exhibit 99.1 to the Company’s Schedule 14D-9C filed February 14, 2006).
(a)(6)	Questions and Answers Distributed to Lafarge North America employees concerning the proposed tender offer by Lafarge S.A. (incorporated by reference to Exhibit 99.1 to the Company’s Schedule 14D-9C filed February 15, 2006).
(a)(7)	Press Release titled Special Committee of Lafarge North America Board of Directors Considering Tender Offer Commenced by Lafarge S.A. (incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed February 22, 2006).
(a)(8)	Press Release dated March 6, 2006 titled Special Committee of the Board of Directors of Lafarge North America Defers Making Recommendation on Lafarge S.A. Tender Offer; Tender Offer Period to be Extended by Two Weeks.*
(a)(9)	Complaint titled David Jasinover vs. Lafarge North America Inc., Lafarge S.A., Bertrand P. Collomb, Bernard L. Kasriel, Philippe R. Rollier, Marshall A. Cohen, Philippe P. Dauman, Bruno Lafont, Claudine B. Malone, Blythe J. McGarvie, James M. Micali, Robert W. Murdoch, Bertin F. Nadeau, John D. Redfern, Michel Rose and Lawrence M. Tanenbaum filed on February 6, 2006 in the Circuit Court for Baltimore City, Maryland.*
(a)(10)	Complaint titled Harold B. Obstfeld vs. Philippe R. Rollier, Bertrand P. Collomb, Bernard L. Kasriel, Bruno Lafont, Robert W. Murdoch, Michel Rose, John D. Redfern, Marshall A. Cohen, Philippe P. Dauman, Claudine B. Malone, Blythe J. McGarvie, James M. Micali, Bertin F. Nadeau, Lawrence M. Tanenbaum, Gerald H. Taylor, Lafarge S.A. and Lafarge North America Inc. filed on February 8, 2006 in the Circuit Court for Baltimore City, Maryland. *
(a)(11)	Complaint titled Kenneth Amron vs. Lafarge North America Inc., Lafarge S.A., Marshall A. Cohen, Bertrand P. Collomb, Philippe P. Dauman, Bernard L. Kasriel, Bruno Lafont, Claudine B. Malone, Blythe J. McGarvie, James M. Micali, Robert W. Murdoch, Bertin F. Nadeau, John D. Redfern, Philippe R. Rollier, Michel Rose and Lawrence M. Tanenbaum filed on February 8, 2006 in the Circuit Court for Baltimore City, Maryland.*
(a)(12)	Complaint titled City of Philadelphia Board of Pensions and Retirement vs. Lafarge North America Inc., Lafarge S.A., Marshall A. Cohen, Bertrand P. Collomb, Philippe P. Dauman, Bernard L. Kasriel, Bruno Lafont, Claudine B. Malone, Blythe J. McGarvie, James M. Micali, Robert W. Murdoch, Bertin F. Nadeau, John D. Redfern, Philippe R. Rollier, Michel Rose and Lawrence M. Tanenbaum filed on February 10, 2006 in the Circuit Court for Baltimore City, Maryland.*
(a)(13)	Complaint titled Samuel Mayer vs. Lafarge North America Inc., Lafarge S.A., Bertrand P. Collomb, Bernard L. Kasriel, Bruno Lafont, Marshall A. Cohen, Robert W. Murdoch, John D. Redfern, Philippe R. Rollier, Michel Rose, Philippe P. Dauman, Claudine B. Malone, Blythe J. McGarvie, James M. Micali, Bertin F. Nadeau, Lawrence M. Tanenbaum and Gerald H. Taylor filed on February 6, 2006 in the Circuit Court for Baltimore City, Maryland.*
(a)(14)	Complaint titled Dennis Rice vs. Lafarge North America Inc., Marshall A. Cohen, Bertrand P. Collomb, Philippe P. Dauman, Bernard L. Kasriel, Bruno Lafont, Claudine B. Malone, Blythe J. McGarvie, James M. Micali, Robert W. Murdoch, Bertin F. Nadeau, John D. Redfern, Philippe R. Rollier, Michel Rose, Lawrence M. Tanenbaum, Gerald H. Taylor and Lafarge S.A. filed on February 7, 2006 in the Circuit Court for Montgomery County, Maryland.*

(a)(15)	Complaint titled Local 66 Trust Funds vs. Lafarge North America Inc., Lafarge S.A., Marshall A. Cohen, Bertrand P. Collomb, Philippe P. Dauman, Bernard L. Kasriel, Bruno Lafont, Claudine B. Malone, Blythe J. McGarvie, James M. Micali, Robert W. Murdoch, Bertin F. Nadeau, John D. Redfern, Philippe R. Rollier, Michel Rose and Lawrence M. Tanenbaum filed on February 15, 2006 in the Circuit Court for Baltimore City, Maryland.*
(a)(16)	Complaint titled Alan Kahn vs. Lafarge North America Inc., Marshall A. Cohen, Bertrand P. Collomb, Philippe P. Dauman, Bernard L. Kasriel, Bruno Lafont, Claudine B. Malone, Blythe J. McGarvie, James M. Micali, Robert W. Murdoch, Bertin F. Nadeau, John D. Redfern, Philippe R. Rollier, Michel Rose, Lawrence M. Tanenbaum, Gerald H. Taylor and Lafarge S.A. filed on February 14, 2006 in the Circuit Court for Montgomery County, Maryland.*
(a)(17)	Complaint titled Leocadia Prawdzik vs. Marshall Cohen, Bertrand P. Collomb, Philippe Lafont, Claudine B. Malone, Blythe J. McGarvie, Bertin F. Nadeau, Robert W. Murdoch, James M. Micali, Michel Rose, Philippe R. Rollier, Lawrence M. Tanenbaum, Gerald Taylor, Lafarge S.A. and Lafarge North America Inc. filed on February 17 in the Circuit Court for Baltimore City, Maryland.*
(a)(18)	Complaint titled Alaska Electrical Pension Fund v. Lafarge S.A., Bertrand P. Collomb, Marshall A. Cohen, Philippe P. Dauman, Bernard L. Kasriel, Bruno Lafont, Claudine B. Malone, Blythe J. McGarvie, James M. Micali, Robert W. Murdoch, Bertin F. Nadeau, John D. Redfern, Philippe R. Rollier, Michel Rose, Lawrence M. Tanenbaum and Gerald H. Taylor, and Lafarge North America Inc., No. CL 2006-2118 filed on February 21, 2006 in the Circuit Court for Fairfax County, Virginia.*
(a)(19)	Complaint titled Frank Janesch vs. Marshall A. Cohen, Bertrand P. Collomb, Philippe P. Dauman, Bernard Kasriel, Bruno Lafont, Claudine B. Malone, Blythe J. McGarvie, Bertin F. Nadeau, Robert W. Murdoch, James M. Micali, Michel Rose, Philippe R. Rollier, Lawrence M. Tanenbaum, Gerald Taylor, Lafarge S.A., and Lafarge North America Inc., filed March 2, 2006 in the Circuit Court for Baltimore City, Maryland.*
(a)(20)	Complaint titled Sheldon and Esther Schwartz vs. Lafarge North America Inc., Lafarge S.A., Bertrand P. Collomb, Bernard L. Kasriel, Bruno Lafont, Marshall A. Cohen, Robert W. Murdoch, John D. Redfern, Philippe R. Rollier, Michel Rose, Philippe P. Dauman, Claudine B. Malone, Blythe J. McGarvie, James M. Micali, Bertin F. Nadeau, Lawrence M. Tanenbaum, and Gerald H. Taylor, filed March 3, 2006 in the Circuit Court for Baltimore City, Maryland.*
(e)(1)	1993 Stock Option Plan of the Company, as amended and restated February 7, 1995 (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 1997).
(e)(2)	Optional Stock Dividend Plan of the Company dated September 1999 (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 2000).
(e)(3)	Control Option Agreement dated as of November 1, 2003 between Lafarge North America Inc. and Lafarge S.A. (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 2003).
(e)(4)	Stock Purchase Agreement dated September 17, 1986 between the Company and Lafarge Coppee, S.A. (incorporated by reference to Exhibit B to the Company’s report on Form 10-Q for the quarter ended September 30, 1986).
(e)(5)	Cost Sharing Agreement dated December 2, 1988 between Lafarge Coppee, LCI and the Company relating to expenses for research and development, strategic planning and human resources and communication techniques (incorporated by reference to Exhibit 10.42 to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 1988).
(e)(6)	Royalty Agreement dated December 2, 1988 between Lafarge Coppee, LCI and the Company relating to access to the reputation, logo and trademarks of Lafarge Coppee (incorporated by reference to Exhibit 10.43 to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 1988).
(e)(7)	Amendment dated January 1, 1993 to Royalty Agreement filed as Exhibit (e)(8) (incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 1992).

(e)(8)	Reimbursement Agreement dated January 1, 1990 between Lafarge Coppee and the Company relating to expenses for Strategic Planning and Communication techniques (incorporated by reference to Exhibit 10.41 to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 1990).
(e)(9)	Amendment dated September 13, 1991 to Cost Sharing Agreement filed as Exhibit (e)(10) (incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 1994).
(e)(10)	1998 Stock Option Plan of the Company (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (Regulation No. 333-65897) of the Company, filed with the Securities and Exchange Commission on October 20, 1998).
(e)(11)	Nonemployee Director Retirement Plan of the Company, as amended (incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 1998).
(e)(12)	Non-Employee Directors’ Deferred Compensation Plan Cash or Phantom Stock Investment Options (incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 2000).
(e)(13)	Amended and Restated Management Agreement effective as of January 1, 2006 by and among Lafarge North America Inc., Lafarge S.A. and Blue Circle North America (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated September 29, 2005 and filed with the Securities and Exchange Commission on October 3, 2005).
(e)(14)	Supplemental Agreement Regarding Employees and Employee Benefits dated as of December 21, 2001 by and among Lafarge North America Inc., Lafarge S.A. and Blue Circle North America. (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 2001).
(e)(15)	Lafarge North America Inc. 2002 Stock Option Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the quarter ended March 31, 2002).
(e)(16)	Warrant to Purchase Lafarge Corporation Common Stock issued to Kilmer Van Nostrand Co. Limited dated December 29, 2000 (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 2006).
(e)(17)	Share Purchase Agreement between Lafarge Canada, Inc., 3787532 Canada, Inc., and Kilmer Van Nostrand Co. Limited, dated July 24, 2000, and Amending Agreement thereto dated October 21, 2000 (incorporated by reference to Exhibit 2 to the Schedule 13D filed by Kilmer Van Nostrand Co. Limited, Kilmer LCW Limited, Lawrence M. Tanenbaum and Judith S. Tanenbaum filed February 22, 2006).
(e)(18)	Unanimous Shareholders Agreement between Lafarge Canada Inc., Kilmer Van Nostrand Co. Limited and LCI-Warren Merger Inc., dated as of December 29, 2000 (incorporated by reference to Exhibit 5 to the Schedule 13D filed by Kilmer Van Nostrand Co. Limited, Kilmer LCW Limited, Lawrence M. Tanenbaum and Judith S. Tanenbaum filed February 22, 2006).
(e)(19)	Director Fee Deferral Plan of the Company (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (Registration No. 2-86589), filed with the Securities and Exchange Commission on September 16, 1983).
(e)(20)	Lafarge North America Inc. Employee Stock Purchase Plan, as amended and restated June 1, 2005 (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (Registration No. 333-124409) of the Company, filed with the Securities and Exchange Commission on April 28, 2005).
(e)(21)	Amendment No. 1 dated June 1, 2005 to Employee Stock Purchase Plan of the Company (incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 2006).
(e)(22)	Lafarge North America Inc. Deferred Compensation/Phantom Stock Plan & Thrift Savings Restoration Plan Effective November 30, 2005 (incorporated by reference to Exhibit 10.33
	to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 2006).
(e)(23)	Lafarge North America Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (Registration No. 333-124407) of the Company, filed with the Securities and Exchange Commission on April 28, 2005).

(e)(24)	Supplemental Executive Retirement Plan of Lafarge Canada Inc. as amended and restated as of October 31, 2001 (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 2006).
(e)(25)	Lafarge North America Inc. Supplemental Executive Retirement Plan as of January 1, 2002 (incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 2006).
(e)(26)	Lafarge Corporation Supplemental Executive Retirement Plan Trust dated December 30, 1996 (incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K filed by the Company for the fiscal year ended December 31, 2006).
(e)(27)	Pages 8 and 9 under the heading “How are directors compensated?,” pages 16-21 under the heading “Executive Compensation,” page 23 under the heading “U.S. Retirement Plans,” and page 24 under the heading “Canadian Retirement Plans” of the Annual Proxy Statement of the Company filed on Schedule 14A with the Securities and Exchange Commission on March 15, 2005.*

*  Filed herewith.

EX-99.(A)(1)

Exhibit (a)(1)

March 6, 2006

Dear Stockholder:

      On February 21, 2006, Lafarge S.A., through a wholly-owned subsidiary, commenced a tender offer to acquire all of the outstanding shares of Lafarge North America’s common stock not already owned by Lafarge S.A. and its subsidiaries for $75.00 per share. As part of the transaction, Lafarge S.A. is also offering to purchase all outstanding exchangeable preference shares of Lafarge Canada Inc., a subsidiary of Lafarge North America.

      The Lafarge North America board of directors established a Special Committee, comprised of directors who are unaffiliated with Lafarge S.A. to review, evaluate, make recommendations to Lafarge North America’s stockholders (other than Lafarge S.A.) and to respond to, or take other actions as appropriate with respect to, the tender offer.

      Enclosed is a solicitation/recommendation statement on Schedule 14D-9 prepared by Lafarge North America and authorized by the Special Committee, which was filed today with the Securities and Exchange Commission, containing certain information concerning the tender offer, including a discussion of Lafarge S.A.’s relationship with Lafarge North America and the potential for conflicts of interest of Lafarge North America, its directors, officers and affiliates.

      As indicated in the solicitation/recommendation statement, the Special Committee, together with its advisors and the Lafarge North America management, has been engaged in the process of reviewing and evaluating the terms of the tender offer. However, for the reasons described in the enclosed solicitation/recommendation statement, the Special Committee has determined that it is unable to take a position with respect to the tender offer at the current time.

The Special Committee requests that stockholders of Lafarge North America take no action and not tender their shares of Lafarge North America’s common stock with respect to the tender offer at the current time, and instead defer making a determination whether to accept or reject the tender offer until the Special Committee has advised stockholders of its position or recommendation, if any, with respect to the tender offer.

      In connection with the Special Committee’s determination, the Special Committee has requested, and Lafarge S.A. has agreed, that upon the filing of this solicitation/recommendation statement, the expiration date of Lafarge S.A.’s tender offer will be extended for at least two weeks from midnight on March 20, 2006 to midnight on April 3, 2006.

      The Special Committee encourages you to review the enclosed solicitation/recommendation statement in its entirety, because it contains important information.

      Thank you for your careful consideration of this matter.

Sincerely,

Marshall A. Cohen

Chairman of the Special Committee of

The Board of Directors

EX-99.(A)(8)

Exhibit (a)(8)

FOR IMMEDIATE RELEASE	CONTACTS
	Investors: Eric Olsen (703) 480-6705
	Media: Sherry Peske (703) 480-3632

Special Committee of the Board of Directors of Lafarge North America Defers Making
Recommendation on Lafarge S.A. Tender Offer;
Tender Offer Period to Be Extended by Two Weeks

HERNDON, VA, March 6, 2006 — Lafarge North America (NYSE & TSX: LAF), in a Solicitation/Recommendation Statement on a Schedule 14D-9 filed today with the Securities and Exchange Commission, reported that the Special Committee of its Board of Directors has determined that it is unable at the current time to take a position with respect to the tender offer of Lafarge S.A. (Paris Stock Exchange: LG; NYSE: LR) launched on February 21, 2006. The Special Committee stated that this was due to the fact that the Special Committee has not yet had sufficient time to complete a full and deliberate review and evaluation of the material terms and provisions of the tender offer, including the prospects and value of Lafarge North America. At the request of the Special Committee, Lafarge S.A. has agreed to extend the expiration date of the tender offer by a minimum of two weeks such that the tender offer would not expire prior to 12:00 midnight, New York City time, on Monday, April 3, 2006.

As previously disclosed, the Special Committee consists of directors not affiliated with Lafarge S.A. and was formed to review the tender offer. The Special Committee is being assisted by Merrill Lynch & Co., as its lead financial advisor, Simpson Thacher & Bartlett LLP, as its legal counsel, Venable LLP, as its Maryland counsel, and MacKenzie Partners, Inc. as its advisor with respect to shareholder matters. In addition, the Special Committee has also retained The Blackstone Group L.P., as an additional financial advisor, and Osler, Hoskin & Harcourt LLP, as its Canadian counsel.

The Special Committee is continuing its review and evaluation of the tender offer and expects that after it has completed its review and evaluation, it will be able to inform the Lafarge North America stockholders as to its position or recommendation, if any, with respect to the tender offer.

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The Special Committee requests that stockholders of Lafarge North America take no action and not tender their shares of Lafarge North America’s common stock with respect to the tender offer at the current time, and instead defer making a determination whether to accept or reject the tender offer until the Special Committee has advised stockholders of its position or recommendation, if any, with respect to the tender offer.

Lafarge North America stockholders are urged to read the Solicitation/Recommendation Statement on Schedule 14D-9, which is being mailed to its stockholders, because it contains important information. The Solicitation/Recommendation Statement on Schedule 14D-9 may also be obtained free of charge in the manner indicated below.

Profile

Lafarge North America is the U.S. and Canada’s largest diversified supplier of construction materials such as cement and cement-related products, ready-mixed concrete, gypsum wallboard, aggregates, asphalt and concrete products. The company’s materials are used in residential, commercial, institutional and public works construction across the U.S. and Canada. In 2005, net sales exceeded $4.3 billion.

Note to Stockholders

In response to the tender offer commenced by Lafarge S.A., on March 6, 2006, Lafarge North America Inc. filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. Lafarge North America stockholders are advised to read Lafarge North America’s Solicitation/Recommendation Statement on Schedule 14D-9 because it contains important information. Stockholders may obtain a free copy of the Solicitation/Recommendation Statement on Schedule 14D-9, as well as any other documents filed by Lafarge North America in connection with the tender offer commenced by Lafarge S.A., free of charge at the SEC’s website at www.sec.gov, or from Lafarge North America at www.lafargenorthamerica.com, or by directing requests to MacKenzie Partners, Inc. at 800-322-2885 or at proxy@mackenziepartners.com.

Statements made in this press release that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “could,” “should,” and “continue” or similar words. These forward-looking statements may also use different phrases. Such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions (“Factors”), which are difficult to predict. Some of the Factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to: the cyclical nature of the Company’s business; national and regional economic conditions in the U.S. and Canada; Canadian currency fluctuations; seasonality of the Company’s operations; levels of construction spending in major markets; supply/demand structure of the industry; competition from new or existing competitors; unfavorable weather

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conditions during peak construction periods; changes in and implementation of environmental and other governmental regulations; our ability to successfully identify, complete and efficiently integrate acquisitions; our ability to successfully penetrate new markets; and other Factors disclosed in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. In general, the Company is subject to the risks and uncertainties of the construction industry and of doing business in the U.S. and Canada. The forward-looking statements are made as of this date and the Company undertakes no obligation to update them, whether as a result of new information, future events or otherwise.

# # #

Visit the Lafarge North America web site at www.lafargenorthamerica.com

EX-99.(A)(9)

Exhibit (a)(9)

David Jasinover	*	IN THE
2833 South Evergreen Circle
Boynton Beach, Florida 33426	*	CIRCUIT COURT
Plaintiff	*	FOR
vs.	*	BALTIMORE CITY, MD
Lafarge North America, Inc.	*
11 East Chase Street
Baltimore, Maryland 21202	*	Case No. 24-C-06-001584
Serve On:	*
The Prentice Hall Corporation System
Resident Agent	*
11 East Chase Street
Baltimore, Maryland 21202	*
and	*
Lafarge S.A.	*
c/o Lafarge North America, Inc.
11 East Chase Street	*
Baltimore, Maryland 21202
	*
Serve On:
The Prentice Hall Corporation System	*
Resident Agent
11 East Chase Street	*
Baltimore, Maryland 21202
	*
and
	*
Bertrand P. Collomb
c/o Lafarge North America, Inc.	*
11 East Chase Street
Baltimore, Maryland 21202	*
and	*
Bernard L. Kasricl	*
c/o Lafarge North America, Inc.
11 East Chase Street	*
Baltimore, Maryland 21202
	*

and	*
Philippe R. Rollier	*
c/o Lafarge North America, Inc.
11 East Chase Street	*
Baltimore, Maryland 21202
	*
and
	*
Marshall A. Cohen
c/o Lafarge North America, Inc.	*
11 East Chase Street
Baltimore, Maryland 21202	*
and	*
Philippe P. Dauman	*
c/o Lafarge North America, Inc.
11 East Chase Street	*
Baltimore, Maryland 21202
	*
and
	*
Bruno Lafont
c/o Lafarge North America, Inc.	*
11 East Chase Street
Baltimore, Maryland 21202	*
and	*
Claudine B. Malone	*
c/o Lafarge North America, Inc.
11 East Chase Street	*
Baltimore, Maryland 21202
	*
and
	*
Blythe J. McGarvie
c/o Lafarge North America, Inc.	*
11 East Chase Street
Baltimore, Maryland 21202	*
and	*

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James M. Micali	*
c/o Lafarge North America, Inc.
11 East Chase Street	*
Baltimore, Maryland 21202
	*
and Robert W. Murdoch	*
c/o Lafarge North America, Inc.	*
11 East Chase Street
Baltimore, Maryland 21202	*
and	*
Berlin F. Nadeau	*
c/o Lafarge North America, Inc.
11 East Chase Street	*
Baltimore, Maryland 21202
	*
and
	*
John D. Redfern
c/o Lafarge North America, Inc.	*
11 East Chase Street
Baltimore, Maryland 21202	*
and	*
Michel Rose	*
c/o Lafarge North America, Inc.
11 East Chase Street	*
Baltimore, Maryland 21202
	*
and
	*
Lawrence M. Tanenbaum
c/o Lafarge North America, Inc.	*
11 East Chase Street
Baltimore, Maryland 21202	*
Defendants	*
*             *             *             *             *             *             *             *             *             *             *             *

COMPLAINT

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     Plaintiff, David Jasinover (hereinafter referred to as “Jasinover” or “Plaintiff”), by and through his attorneys, alleges the following upon information and belief, except as to paragraph 1 which is alleged upon personal knowledge:

INTRODUCTION

     This action arises out of an unlawful scheme and plan by Lafarge S.A. (“Lafarge”), which owns or controls 53.2% of Lafarge North America, Inc. (“Lafarge NA” or the “Company”), to acquire the remaining ownership of the Company for grossly inadequate consideration and in breach of defendants’ fiduciary duties.

     Plaintiff brings this action as a class action on behalf of himself and all other stockholders of the Company who are similarly situated, to void and enjoin defendants’ efforts to deprive the Company’s minority shareholders of their equity interest in Lafarge NA at a grossly unfair and inadequate price and to usurp the benefits of the Company’s growth and future prospects for defendants’ own benefit.

The Parties

     1. Plaintiff Jasinover is and has been at all relevant times the owner of shares of the common stock of Lafarge NA.

     2. Defendant Bertrand P. Collomb is and has been at all relevant times Chairman of the Board of Directors of Lafarge NA and Lafarge.

     3. Defendant Bernard L. Kasriel is and has been at all relevant times a director and Vice Chairman of Lafarge NA and Vice Chairman and Chief Executive Officer of Lafarge.

     4. Defendant Philippe R. Rollier is and has been at all relevant times President, Chief Executive Officer and a director of the Company.

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     5. Defendants Marshall A. Cohen, Philippe P. Dauman, Bruno Lafont, Claudine B. Malone, Blythe J, McGarvie, James M. Micali, Robert W. Murdoch, Bertin F. Nadeau, John D. Redfern, Michel Rose, Lawrence M. Tanenbaum are and have been at all relevant times directors of Lafarge NA.

     6. The Individual Defendants described in paragraphs 2-5 above are hereinafter collectively referred to as the “Individual Defendants.”

     7. By virtue of their positions as directors and/or officers of Lafarge NA, the Individual Defendants are in a fiduciary relationship with plaintiff and other public stockholders of the Company, and owe plaintiff and other members of the Class (defined below) the highest obligations of good faith, candor, loyalty and fair dealing.

     8. Defendant Lafarge NA is a Maryland corporation with its principal office located at 11 East Chase Street, Baltimore, Maryland 21202.

     9. Defendant Lafarge is a French corporation, headquartered in Paris, France that produces various materials for the construction industry.

CLASS ACTION ALLEGATIONS

     10. Plaintiff brings this action on behalf of himself and as a class action, pursuant to Rule 2-231 of the Circuit Court Rules of the State of Maryland, on behalf of all public stockholders of Lafarge NA, and their successors in interest, who are or will be threatened with injury arising from defendants’ actions as more fully described herein (the “Class”). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of the defendants.

     11. This action is properly maintainable as a class action.

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          (a) The Class is so numerous that joinder of all members is impracticable. As of September 30, 2005, there were 71,736,000 shares of Lafarge NA common stock outstanding, held by a substantial number of stockholders of record. Members of the Class are scattered throughout the United States;

          (b) There are questions of law and fact which are common to the Class and which predominate over questions affecting any individual Class member;

          (c) Defendants have acted and will continue to act on grounds generally applicable to the Class, thereby making appropriate final injunctive or corresponding declaratory relief with respect to the Class as a whole;

          (d) A class action is superior to other methods for the fair and efficient adjudication of the claims herein asserted and no unusual difficulties are likely to be encountered in the management of this class action. The likelihood of individual class members prosecuting separate claims is remote;

          (e) Plaintiff is committed to the prosecution of this action and has retained competent counsel experienced in litigation of this nature. Plaintiff’s claims are typical of the claims of other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class.

     12. Plaintiff does not anticipate any difficult in the management of this litigation as a class action.

BACKGROUND AND CLAIM FOR RELIEF

     13. Lafarge NA operates as supplier of construction materials in the United States and Canada. The Company produces and sells cement, ready-mixed concrete,

6

gypsum wallboard, aggregates, asphalt, and related products and services. Lafarge NA was incorporated in 1977 with its headquarters located in Hemdon, Virginia,

     14. On or about February 6, 2006, Lafarge announced that its board of directors had approved plans to acquire the approximately 46.8% of shares of the Company that are publicly traded for $3 billion, or approximately $75.00 per share, representing only a 16.7% premium over the stock’s closing price on Friday (the “Offer”). The Offer will be made directly to the shareholders of Lafarge NA, and Lafargo intends to commence the contemplated tender offer within two weeks. As part of the transaction, Lafarge will also offer to purchase all outstanding exchangeable preference shares of Lafarge Canada, a subsidiary of Lafarge North America. The Offer will be conditioned upon, among other things, the tender of a majority of the shares not held by Lafarge and its affiliates and the ownership by Lafarge of at least 90% of the outstanding shares. Any common shares not acquired in the tender offer are expected to be acquired in a subsequent merger at the same price as the tender offer.

     15. Lafarge’s Offer is grossly inadequate in light of the Company’s recent trading history. As recently as October 2, 2005, Lafarge NA’s shares traded as high as $70.47 per share.

     16. Moreover, the $75.00 price does not adequately value the Company in light of its recent, outstanding financial performance as announced on February 1, 2006. At that time, the Company reported its fourth-quarter results, which included a 47% surge in its profits and a 14% increase in revenues as compared with the year-ago quarter. Defendant Rollier spoke optimistically about the Company’s future prospects, stating, “We arc pleased with the strong finish of our cement segment, the solid pricing gains made in all of our

7

product lines and the continued excellent performance of our gypsum business . . . We again delivered significant year-over-year earnings growth, despite the challenges posed by substantial energy cost increases and disparities across the markets we serve in North America.”

     17. Because Lafarge now controls approximately 53% of the Company’s common shares, it can, as a practical matter, effectively force a merger of Lafarge and Lafarge N A even in the face of opposition by a majority of the Company’s public stockholders.

     18. The Individual Defendants’ fiduciary obligations require them to:

          (a) undertake an appropriate evaluation of any bona fide offers, and take appropriate steps to solicit all potential bids for the Company or its assets, consider strategic alternatives and otherwise maximize shareholder value;

          (b) take appropriate steps to have any offer for the Company reviewed independently, including appointing a truly disinterested committee and requiring a vote of a majority of the minority stockholders so that the interests of Lafarge NA’s public stockholders are protected; and

          (c) adequately ensure that no conflicts of interest exist between defendants’ own interests and their fiduciary obligations to the public stockholders of the Company.

     19. Moreover, the amount of the Offer is grossly inadequate in view of the Company’s present results of operations and financial condition.

     20. By virtue of the acts and conduct alleged herein, Lafarge NA and the Individual Defendants are not complying with their fiduciary duties and are carrying out a

8

preconceived plan to protect and advance their own parochial interests at the expense of the Company’s public shareholders.

     21. As a result of the foregoing, defendants have breached and/or aided and abetted breaches of fiduciary duties owed to the Company and its stockholders.

     22. Moreover, defendant Lafarge by virtue of its controlling interest and conduct has aided and abetted breaches of fiduciary duties owed to Class members by seeking to acquire Class members’ shares for grossly inadequate consideration and in a procedurally unfair manner.

     23. Unless enjoined by this Court, defendants will breach their fiduciary duties owed to plaintiff and the other members of the Class and will benefit themselves in their corporate offices, all to the irreparable harm of the Class, as aforesaid.

     24. Plaintiff and the other members of the Class have no adequate remedy at law.

     WHEREFORE, Plaintiff demands judgment as follows:

          (a) declaring this to be a proper class action;

          (b) enjoining the consummation of the Offer, or, alternatively, awarding rescissory damages;

          (c) compelling the defendants to structure the Offer in a procedurally fair manner;

          (d) ordering the Individual Defendants to carry out their fiduciary duties to plaintiff and the other members of the Class;

9

          (e) ordering defendants, jointly and severally, to account to plaintiff and the other members of the Class for all damages suffered and to be suffered by them as a result of the acts and transactions

          (f) declaring that Lafarge NA and the Individual Defendants, and each of them have violated their fiduciary duties to the Class and/or aided and abetted such breach;

          (g) awarding Plaintiff the costs and disbursements of the action, including a reasonable allowance for Plaintiff’s attorney’s fees and experts’ fees; and

          (h) granting such other and further relief as this Court may deem to be just and proper.

/s/ ANDREW RADDING  

ANDREW RADDING 

Adelberg, Rudow, Dorf & Handler, LLC
7 Saint Paul Street, Suite 600
Baltimore, Maryland 21202
(410) 539-5195 Phone
(410) 539-5834 Facsimile 

STEPHEN D. OESTREICH
ROBERT N. CAPPUCCI
WILLIAM W. WICKERSHAM
Entwistle & Cappucci LLP
280 Park Avenue, 26^th Floor West
New York, New York 10017
(212) 894-7200 Phone
(212) 894-7272 Facsimile
 

10

EX-99.(A)(10)

Exhibit (a)(10)

THE CIRCUIT COURT FOR
BALITMORE CITY, MARYLAND

HAROLD B. OBSTFELD	Civil Action
100 Park Avenue — 20th Floor	No.
New York, NY 10017,
on behalf of himself and all others similarly situated,
Plaintiff,
—against—
PHILIPPE R. ROLLIER, BERTRAND P.
COLLOMB, BERNARD L. KASRIEL, BRUNO
LAFONT, ROBERT W. MURDOCH, MICHEL
ROSE, JOHN D. REDFERN, MARSHALL A.	Jury Trial Demanded
COHEN, PHILIPPE P. DAUMAN, CLAUDINE B.
MALONE, BLYTHE J. MCGARVIE, JAMES M.
MICALI, BERTIN F. NADEAU, LAWRENCE M.
TANENBAUM, GERALD H. TAYLOR
LAFARGE, SA, AND LAFARGE NORTH
AMERICA, INC.,
[address for all Defendants:]
11 East Chase Street
Baltimore, Maryland 21202,
Defendants.

SHAREHOLDER’S CLASS ACTION COMPLAINT

     Plaintiff, by his attorneys, by his complaint against defendants, alleges upon personal knowledge with respect to paragraph 2, and upon information and belief based, inter alia, upon the investigation of counsel, as to all other allegations herein, as follows:

NATURE OF THE ACTION

          1. This is a stockholders’ class action on behalf of the public stockholders of Lafarge North America, Inc (“Lafarge North America” or the “Company”)

to enjoin the proposed acquisition of the publicly owned shares of Lafarge North America’s common stock by its controlling shareholder, defendant Lafarge S.A. (“Lafarge”).

THE PARTIES

          2. Plaintiff has been the owner of the common stock of the Company since prior to the transaction herein complained of and continuously to date.

          3. Defendant Lafarge North America is a corporation duly organized and existing under the laws of the State of Maryland. Lafarge North America operates as supplier of construction materials in the United States and Canada. The company produces and sells cement, ready-mixed concrete, gypsum wallboard, aggregates, asphalt, and related products and services. It operates in three segments: Aggregates, Concrete, and Asphalt; Cement; and Gypsum. Aggregates, Concrete, and Asphalt segment supplies aggregates, including sand, gravel, and crushed and graded stone; ready-mixed concrete, including concrete specialty mixes, such as Agilia that eliminates the need for vibration and produces an unparalleled surface finish, and Ductal that can bend without breaking; and asphalt for use in the North American construction industries. Lafarge North America maintains principal Maryland offices at 11 East Chase Street, Baltimore, Maryland, 21202; as such, all Defendants identified herein conduct regular business in Baltimore City, Maryland; venue of this action is proper per § 6-201, et seq. of the Maryland Courts & Judicial Proceedings Article.

          4. Defendant Lafarge owns approximately 53.2% of the Company’s outstanding common stock.

          5. Defendant Philippe R. Rollier (“Rollier”) is a director of Lafarge North America and has been its President and Chief Executive Officer of the Company since May 2001. Defendant Rollier served as Regional President of Lafarge from 1995 to 2001 and has served as Executive Vice President of Lafarge since 1999.

          6. Defendant Bertrand P. Collomb is Chairman of the Board of the Lafarge North America and Chairman of the Board of Lafarge. He has served as

2

Chairman of the Board of the Company since January 1989 and as Chairman of the Board of Lafarge since August 1989. He served as Chief Executive Officer of Lafarge from August 1989 through May 2003. He served as Vice Chairman of the Board and Chief Operating Officer of Lafarge from January 1989 to August 1989. He was Vice Chairman of the Board and Chief Executive Officer of Lafarge North America and Senior Executive Vice President of Lafarge from 1987 until January 1989.

          7. Defendant Bernard L. Kasriel is a director of Lafarge North America and Vice Chairman of the Board of the Company and Vice Chairman and Chief Executive Officer of Lafarge since May 1996. He has served as Vice Chairman of Lafarge since January 1995, He served as Chief Operating Officer of Lafarge from January 1995 through May 2003, when he was appointed Chief Executive Officer of Lafarge. He also served as Managing Director of Lafarge S,A. from 1989 to 1994, Senior Executive Vice President of Lafarge S.A. from 1987 to 1989 and Executive Vice President of Lafarge S.A. from 1982 until March 1987.

          8. Defendant Bruno Lafont has served as a director of the Company since 2003. He is Senior Executive Vice President and Co-Chief Operating Officer of Lafarge. Mr. Lafont served as Executive Vice President — Gypsum of Lafarge from 1998 to May 2003, when he was appointed Chief Operating Officer. From 1995 to 1998, he served as Executive Vice President — Finance of Lafarge. Prior to that, Lafont served in a variety of financial and managerial positions with Lafarge after joining Lafarge in 1983 as an internal auditor.

          9. Defendant Robert W. Murdoch has served as a director of Lafarge North America since 1987. He was formerly President and Chief Executive Officer of the Company from January 1989 to August 1992, President and Chief Executive Officer of Lafarge Canada Inc. from 1985 to 1992, Senior Executive Vice President of Lafarge from August 1989 to September 1992 and President and Chief Operating Officer of the Company from 1987 to 1989.

3

          10. Defendant Michel Rose has been a director of Lafarge North America since 1992. He served as President and Chief Executive Officer of the Company from September 1992 until September 1996. Senior Executive Vice President and Co-Chief Operating Officer of Lafarge. Rose has served as Senior Executive Vice President of Lafarge since 1989.

          11. Defendant John D. Redfern has served as a director of the Lafarge North America since 1983. He is also Chairman of the Board of Lafarge Canada Inc.

          12. Defendants Marshall A. Cohen, Philippe P. Dauman, Claudine B. Malone, Blythe J. McGarvie, James M. Micali, Bertin F. Nadeau, Lawrence M. Tanenbaum, and Gerald H. Taylor are the directors of the Company.

          13. The defendants named in Paragraph 5 and 12 (the “Individual Defendants”) are in a fiduciary relationship with plaintiff and the other public stockholders of Lafarge North America and owe them the highest obligations of good faith and fair dealing.

          14. Defendant Lafarge, as majority stockholder of Lafarge North America, is in a fiduciary relationship with plaintiff and the other public stockholders of Lafarge North America and owes them the highest obligations of full and candid disclosure, good faith and fair dealing.

CLASS ACTION ALLEGATIONS

          15. Plaintiff brings this action on his own behalf and as a class action pursuant to Maryland Rule 2-231, on behalf of all Lafarge North America stockholders (except defendants herein and any person, firm, trust, corporation or other entity related to or affiliated with any of the defendants) and their successors in interest, who are or will be threatened with injury arising from defendants’ actions as more fully described herein (the “Class”).

          16, This action is properly maintainable as a class action.

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          17. The class of stockholders for whose benefit this action is brought is so numerous that joinder of all Class members is impracticable.

          18. There are questions of law and fact which are common to the Class including, inter alia, the following:

               a. Whether the defendants have breached their fiduciary and other common law duties owed by them to plaintiff and the members of the Class;

               b. Whether plaintiff and the other members of the Class will be damaged irreparably by defendants’ breaches of their fiduciary duties.

          19. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and has the same interests as the other members of the Class. Accordingly, plaintiff will fairly and adequately represent the Class.

          20. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class and establish incompatible standards of conduct for the party opposing the Class.

          21. Defendants have acted and are about to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole.

SUBSTANTIVE ALLEGATIONS

          22. On March 5, 2005, Lafarge North America filed it Form 10-K for its year ended December 31, 2004. The 2004 Form 10-K reported that fiscal 2004 was “a record year” for Lafarge in sales and earnings and “operating results benefited from stronger economic fundamentals as well as good operating performance.” The 2004 Form 10-K reported income of a record $482 million, a 17 percent increase over 2003, with strong volumes for cement, aggregates and gypsum. Net income from continuing operations in

5

2004 was $295.5 million, or $3.86 per diluted share compare with an income of $217.4 million, or $2.93 per diluted share in 2003.

          23. The 2004 Form 10-K also stated the follows:

Looking forward to 2005, we have seen no indications of change in the overall market environment since the strong close to the fourth quarter of 2004. However, year-over-year comparisons will also have to take into account the high level of demand growth and favorable weather conditions experienced in 2004. We expect the continuation of solid demand and a favorable pricing environment in most of our markets.

          24. On January 31, 2006, Lafarge North America issued a press release reporting its net income in the fourth quarter of $144.6 million, or $1.84 per share diluted. In this same press, defendant Rollier was quoted as stating: “We are pleased with the strong finish of our cement segment, the solid pricing gains made in all of our product lines and the continued excellent performance of our gypsum business .... We again delivered significant year-over-year earnings growth, despite the challenges posed by substantial energy cost increases and disparities across the markets we serve in North America.”

          25. On February 6, 2006, Lafarge, and owner of a 53,2% stake in Lafarge North America announced its intention to launch a cash tender offer (the “Offer”) for the remaining 46.8% minority stake it does not own. Lafarge intends to offer Lafarge North America shareholders US$75 in cash for each Lafarge North America share they hold. Based on the 35.3 million minority-owned shares and on outstanding options, the Offer represents a total transaction value of US$3.0 billion.

          26. Lafarge timed its offer as explained by one analyst to take advantage of the “recent weakness in [Lafarge] North America’s share price to strike a quick deal.” The offer has the effect of capping the market for Lafarge North America’s stock to facilitate Lafarge’s plan to obtain the public interest in Lafarge North America as cheaply as possible.

6

          27. Another analyst said that “you have a situation where [Lafarge] North America’s share price had fallen, making a deal, which was inevitable anyway, start to look pretty good, they managed to get people selling and that gave [Lafarge] a wonderful opportunity.” Another analyst at Cheuvreux stated; “the buyout appears an excellent move as it will enable Lafarge to gain full control of one of its best performing subsidiaries.”

          28. The consideration to be paid to Class members in the transaction is unfair and inadequate because, among other things, the intrinsic value of Lafarge North America’s common stock is materially in excess of the amount offered for those securities in the proposed acquisition given the stock’s current trading price and the Company’s prospects for future growth and earnings.

          29. Given Lafarge’s control of the Company, it is able to dominate and control Lafarge North America’s Board of Directors. Under the circumstances, none of the directors can be expected to protect Lafarge North America’s public shareholders in dealings between Lafarge and the public shareholders, as exemplified by the proposed transaction.

          30. Because of Lafarge’s control of the Company, no third party, as a practical matter, is likely to attempt any competing bid for Lafarge North America, as the success of any such bid would require the consent and cooperation of Lafarge.

          31. Thus, Lafarge has the power and is exercising its power to enable it to acquire the Company’s public shares and dictate terms which are contrary to the public shareholders’ best interests and do not reflect the fair value of Lafarge North America’s stock.

          32. Under the circumstances, the Individual Defendants are obligated to explore all alternatives to maximize shareholder value.

          33. The defendants have breached their duty of loyalty to Lafarge North America stockholders by using their control of Lafarge North America to force plaintiff and

7

the Class to sell their equity interest in Lafarge North America at an unfair price, and deprive Lafarge North America’s public shareholders of maximum value to which they are entitled. The Individual Defendants have also breached the duties of loyalty and due care by not taking adequate measures to ensure that the interests of Lafarge North America’s public shareholders are properly protected from overreaching. Lafarge has breached its fiduciary duties by using its knowledge and control for its own benefit.

          34. The terms of the transaction are unfair to the Class, and the unfairness is compounded by the gross disparity between the knowledge and information possessed by defendants by virtue of their positions of control of Lafarge North America and that possessed by Lafarge North America’s public shareholders. Defendants’ scheme and intent is to take advantage of this disparity and to induce the Class to relinquish their shares in the acquisition at an unfair price on the basis of incomplete or inadequate information.

          35. Plaintiff has no adequate remedy at law.

Count One

Breach of Fiduciary Duty

          36. All preceding allegations are adopted by reference in this count as if set forth fully herein.

          37. As alleged herein, each Defendant has breached identified fiduciary duties owed to Plaintiff and the members of the proposed class.

          38. As a proximate result of such breach(es) of fiduciary duty, Plaintiff and each member of the proposed class has been damaged, as further alleged herein.

8

          WHEREFORE, plaintiff demands judgment as follows:

          A. Declaring this to be a proper class action and certifying plaintiff as Class representative;

          B. Enjoining, preliminarily and permanently, the acquisition under the terms presently proposed;

          C. To the extent, if any, that the transaction complained of is consummated prior to the entry of this Court’s final judgment, rescinding the same or awarding rescissory damages to the Class;

          D. Directing that defendants account to plaintiff and the Class for all damages caused to them and account for all profits and any special benefits obtained by defendants as a result of their unlawful conduct;

          E. Awarding to plaintiff the costs and disbursements of this action, including a reasonable allowance for the fees and expenses of plaintiff’s attorneys and experts; and

          F. Granting such other and further relief as the Court deems appropriate.

JURY TRIAL DEMAND

     Plaintiff and the proposed class demand a trial by jury on all issues so triable.

9

Dated: February 7, 2006	LAW OFFICES OF CHARLES J. PIVEN, P.A.
	/s/ Marshall N. Perkins
	Charles J. Piven
	Marshall N. Perkins
	The World Trade Center-Baltimore
	Suite 2525
	401 East Pratt Street
	Baltimore, Maryland 21202,
	410-332-0030
	Attorneys for Plaintiff and the proposed class

OF COUNSEL:

ABBEY GARDY, LLP
212 East 39th Street
New York, New York 10016
Telephone: (212) 889-3700
Facsimile: (212) 684-5191

10

EX-99.(A)(11)

Exhibit (a) (11)

KENNETH AMRON	*
5245 Sycamore Avenue
Bronx, NY 10471	*
Plaintiff,	*
v.	*
LAFARGE NORTH AMERICA, INC.	*
12950 Worldgate Drive, Suite 500		IN THE
Herndon, Virginia 20170	*
Serve on:		CIRCUIT COURT
Resident Agent	*
The Prentice Hall Corporation System		FOR BALTIMORE CITY
11 East Chase Street	*
Baltimore, Maryland 21202	*	Case No. 24-C-06-001624
and
	*
LAFARGE S.A.
61 rue des Belles Feuilles BP 40-75782	*
Paris France Cedex 16
Serve on:	*
Resident Agent of its agent, Lafarge
North America, Inc.:	*
The Prentice Hall Corporation System
11 East Chase Street	*
Baltimore, Maryland 21202
And Serve on:	*
Bertrand P. Collomb,
Chairman of the Board and President	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
and	*
MARSHALL A. COHEN	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
BERTRAND P. COLLOMB	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
	*

1

PHILIPPE P. DAUMAN	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
BERNARD L. KASRIEL	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
BRUNO LAFONT	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
CLAUDINE B. MALONE	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
BLYTHE J. McGARVIE	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
JAMES M. MICALI	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
ROBERT W. MURDOCH	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
BERTIN F. NADEAU	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
JOHN D. REDFERN	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
PHILIPPE R. ROLLIER	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
MICHEL ROSE	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*

2

	*
LAWRENCE M.TANENBAUM	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
Defendants.	*

*          *          *          *          *           *           *          *          *          *

COMPLAINT

     Plaintiff alleges the following upon information and belief, except for those allegations which pertain to plaintiff, which allegations are based upon personal knowledge:

     1. Plaintiff brings this action on behalf of himself and all other public shareholders of Lafarge North America, Inc. (“Lafarge North America” or the “Company”) who are threatened with the deprivation of the value of their shares of Lafarge North America common stock.

     2. This action seeks, inter alia, to enjoin Lafarge S.A. from acquiring all the shares of Lafarge North America stock that it currently does not own for inadequate consideration. Lafarge S.A. already owns approximately 53.2% of the Company’s outstanding equity securities. Plaintiff also seeks damages in the event the transaction is consummated.

THE PARTIES

     3. Plaintiff has been the owner of shares of the common stock of Lafarge North America since prior to the wrongs herein complained of and continuously to date.

     4. Defendant Lafarge North America is a corporation organized and existing under the laws of the State of Maryland with its principal offices located at 12950 Worldgate Dr., Suite 500 Herndon, Virginia 20170. Lafarge North America is the largest diversified supplier of
construction materials in the United States and Canada and does business in the State of Maryland.

3

     5. Defendant Lafarge S.A. is a French corporation that is the largest holder of Lafarge North America’s outstanding equity securities, and is the controlling shareholder of Lafarge North America. Specifically, Lafarge S.A. currently, directly and indirectly, owns approximately 40 million shares of Lafarge North America common stock representing approximately 53.2% of the Company’s outstanding equity securities. Defendant Lafarge S.A.’s headquarters are located at 61 rue des Belles Feuilles BP 40 -75782 Paris Cedex 16. Lafarge S.A. is the parent holding company for the Lafarge Group, which consists of all of the operating subsidiaries of Lafarge S.A.

     6. Defendant Marshall A. Cohen (“Cohen”) is and has been a director of Lafarge North America since 1991. Also, he is and has been an attorney with Cassels, Brock & Blackwell, Barristers and Solicitors since October 1996.

     7. Bertrand P. Collomb (“Collomb”) is and has been Chairman of the Board of the Company and Chairman of the Board of Lafarge S.A. since January 1989 and August 1989, respectively. He served as Chief Executive Officer of Lafarge S.A. from August 1989 through May 2003. He served as Vice Chairman of the Board and Chief Operating Officer of Lafarge S.A. from January 1989 to August 1989. He was Vice Chairman of the Board and Chief Executive Officer of the Company and Senior Executive Vice President of Lafarge S.A. from 1987 until January 1989. Collomb has served as a director of the Company since 1985.

     8. Defendant Philippe P. Dauman (“Dauman”) is and has been a director of Lafarge North America since 1997. He also is and has been the Co-Chairman and Chief Executive Officer of DND Capital Partners, LLC, a private equity firm, since May 2000.

     9. Defendant Bernard L. Kasriel (“Kasriel”) is and has been the Vice Chairman of the Board of the Company since May 1996. He also is and has been Vice Chairman and Chief

4

Executive Officer of Lafarge S.A. since January 1995. He served as Chief Operating Officer of Lafarge S.A. from January 1995 through May 2003, when he was appointed Chief Executive Officer of Lafarge S.A. He also served as Managing Director of Lafarge S.A. from 1989 to 1994, Senior Executive Vice President of Lafarge S.A. from 1987 to 1989 and Executive Vice President of Lafarge S.A. from 1982 until March 1987. Kasriel has served as a director of the Company since 1989.

     10. Defendant Bruno Lafont (“Lafont”) is and has been Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. since May 2003. He served as Executive Vice President — Gypsum of Lafarge S.A. from 1998 to May 2003. From 1995 to 1998, he served as Executive Vice President — Finance of Lafarge S.A. Prior to that, Lafont served in a variety of financial and managerial positions with Lafarge S.A. after joining Lafarge S.A. in 1983 as an internal auditor. Lafont has served as a director of the Company since 2003.

     11. Defendant Claudine B. Malone (“Malone”) is and has been a director of the Company since 1994. She also is and has been the President of Financial & Management Consulting, Inc. since 1982.

     12. Defendant Blythe J. McGarvie (“McGarvie”) is and has been a director of Lafarge Nort America since April 2005. She also serves as President of Leadership for International Finance, a privately held consulting firm where she has served in such capacity since January 2003. From July 1999 to December 2002, Ms. McGarvie was Executive Vice President and Chief Financial Officer of BIC Group, Paris, France and from 1994 to 1999 served as Executive Vice President and Chief Financial Officer of Hannaford Bros. Co., of Portland, Maine.

     13. Defendant James M. Micali (“Micali”) is and has been a director of the Company since April 2005.

5

     14. Defendant Robert W. Murdoch (“Murdoch”) is and has been the Corporate Director of the Company since August 1992. Mr. Murdoch was formerly President and Chief Executive Officer of the Company from January 1989 to August 1992, President and Chief Executive Officer of Lafarge Canada Inc. (“LCI”) from 1985 to 1992, Senior Executive Vice President of Lafarge S.A. from August 1989 to September 1992 and President and Chief Operating Officer of the Company from 1987 to 1989. Murdoch is also a director of Lafarge S.A. Murdoch has served as a director of the Company since 1987.

     15. Defendant Bertin F. Nadeau (“Nadeau”) is and has been a director of the Company since 1988.

     16. Defendant John D. Redfern (“Redfern”) is and has been a director of the Company since 1983. He is and has been the Chairman of the Board of LCI since 1984. Redfern served as Vice Chairman of the Board of the Company from January 1989 to May 1996, as Chairman of the Board of the Company from 1985 until January 1989, as President and Chief Executive Officer of the Company from 1983 until 1985 and as Chief Executive Officer of LCI from 1977 to 1985.

     17. Defendant Philippe R. Rollier (“Rollier”) is and has been President and Chief Executive Officer of the Company since May 2001. He served as Regional President of Lafarge S.A. — Central Europe and CIS for Cement, Aggregates and Concrete from 1995 to 2001 and has served as Executive Vice President of Lafarge S.A. since 1999. Rollier has served as a director of the Company since 2001.

     18. Defendant Michel Rose (“Rose”) is and has been a director of the Company since 1992. Also, he is and has been Senior Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. since 1989. Rose served as President and Chief Executive Officer of the

6

Company from September 1992 until September 1996. He served as Chairman and Chief Executive Officer of Orsan S.A., a subsidiary of Lafarge S.A., from 1987 to 1992.

     19. Defendant Lawrence M. Tanenbaum (“Tanenbaum”) is and has been a director of the Company since 2001.

     20. Defendants Cohen, Collomb, Dauman, Kasriel, Lafont, Malone, McGarvie, Micali, Murdoch, Nadeau, Redfern, Rollier, Rose, and Tanenbaum are sometimes referred to herein, collectively, as the “Individual Defendants.”

     21. The Individual Defendants, as officers and/or directors of Lafarge North America, stand in a fiduciary position relative to the Company’s public shareholders and owe the public shareholders of the Company the highest duties of good faith, due care and loyalty.

     22. Lafarge S.A., as controlling shareholder of the Company, owes a fiduciary duty to the Company’s public shareholders not to use its controlling position to wrongfully benefit itself at the public shareholders’ expense.

CLASS ACTION ALLEGATIONS

     23. Plaintiff brings this action as a class action, pursuant to Maryland Rule 2-231, on behalf of all public stockholders of the Company (except defendants herein and any person, firm, trust, corporation, or other entity related to, or affiliated with, any of the defendants) and their successors in interest, who are or will be threatened with injury arising from defendants’ actions as more fully described herein (the “Class”).

     24. This action is properly maintainable as a class action.

     25. The Class is so numerous that joinder of all members is impracticable. There are approximately 33.3 million shares of the Company’s common stock in the public float owned by hundreds, if not thousands, of holders. The holders of these shares are geographically dispersed

7

throughout the United States.

     26. There are questions of law and fact which are common to the Class including, inter alia, the following:

a.	whether the proposed transaction is unfair to the Class;
b.	whether plaintiff and the other members of the Class would be irreparably damaged were the transaction complained of herein consummated;
c.	whether defendants have breached their fiduciary and other common law duties owed by them to plaintiff and the other members of the Class; and
d.	whether the Class is entitled to injunctive relief and/or damages as a result of the wrongful conduct committed by defendants.

     27. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of the plaintiff are typical of the claims of other members of the Class and plaintiff has the same interests as the other members of the Class. Plaintiff will fairly and adequately represent the Class.

     28. Defendants have acted in a manner which affects plaintiff and all members of the Class alike, thereby making appropriate injunctive relief and/or corresponding declaratory relief with respect to the Class as a whole.

     29. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class, which would establish incompatible standards of conduct for defendants, or adjudications with respect to individual members of the Class which would, as a practical matter, be dispositive of the interests of other members or substantially impair or impede their ability to protect their interests.

8

SUBSTANTIVE ALLEGATIONS

Background

     30. Lafarge North America is the largest diversified supplier of construction materials in the U.S. and Canada. The Company produces and sells cement, ready-mixed concrete, gypsum wallboard, aggregates, asphalt, and related products and services. Their products are used in residential, commercial and public works construction projects across North America.

     31. Lafarge North America is part of the Lafarge Group, headed by Lafarge S.A., which held approximately 53 percent of the Company’s common stock on January 31, 2005. The Lafarge Group is the global leader in building materials with top-ranking positions in cement, aggregates, concrete, roofing and gypsum. In addition to the Company’s own operations, they also manage, for a fee, a number of U.S. cement, aggregates and concrete businesses owned by the Lafarge Group under terms set forth in a management agreement that was entered into during 2001.

     32. Lafarge S.A. entered the North American cement market in 1956 when it built a cement plant in British Columbia, Canada. In 1970, LCI, part of the Lafarge Group, acquired Canada Cement Company, then already the largest cement producer in Canada. In 1974, the company entered the U.S. market, and became the second largest U.S. cement producer by 1981 when it acquired General Portland Inc. A corporate reorganization in 1983 established Lafarge North America as the parent of these operations in Canada and the U.S. In the same year, the Company completed its initial public offering of common stock. Since 1983, the Company has expanded its cement, concrete, aggregates and asphalt operations throughout the U.S. and Canada, added gypsum to its product mix, and achieved an impressive record of growth mainly through acquisitions.

9

     33. In July of 2000 the Board of Directors approved the first in a series of stock repurchase plans. The plan approved on July 25, 2000, authorized Lafarge North America and its subsidiary, LCI, to spend up to $100 million to repurchase the Company’s and LCI’s stock over the following 18 months. Under this plan the Company repurchased approximately 3.4 million shares of its common stock.

     34. On May 7, 2003, the Board of Directors of Lafarge North America authorized another stock repurchase plan that would expire in December of 2004. Under this program, the Company was allowed “to buy back up to $50 million of [its] Common Stock from time to time on the market or through privately negotiated transactions. For the year ended December 31, 2004, [the Company] repurchased approximately 1.1 million shares of Common Stock at an average cost of $46.65 per share.”

     35. In November of 2004 the Company’s Board of Directors authorized another stock repurchase program to take effect on January 1, 2005. Under the new plan, “the [C]ompany, at management’s discretion, is authorized to spend up to $60 million to repurchase its common stock from time to time in the market or through privately negotiated transactions through December 31, 2005.”

     36. In its Form 10-K for the year ended December 31, 2004, Lafarge North America reported strong sales and earnings:

This was a record year for us in sales and earnings. Our operating results benefited from stronger economic fundamentals as well as good operating performance. Sustained construction activity in both the U.S. and Canada, helped by robust economic growth and continued low interest rates, led to strong demand levels in most of our markets. In addition, favorable weather both at the beginning and end of the year resulted in strong volumes in the first and fourth quarters, typically low seasons in the construction business. Pricing trends continued to be positive, and successful price increases in most of our product lines were achieved in

10

the majority of our markets.

* * *

Net income from continuing operations in 2004 was $295.5 million, or $3.86 per diluted share, including several unusual items that contributed a net benefit of $0.03 per diluted share. These unusual items included a tax benefit of $6.3 million ($0.08 per diluted share), interest income of $4.9 million ($3.2 million after taxes or $0.04 per diluted share) associated with an income tax receivable partially offset by legal expenses of $10.6 million ($6.9 million after taxes or $0.09 per diluted share) related to settled litigation in our cement segment. The results of the year compare with an income of $217.4 million, or $2.93 per diluted share in 2003 which included a gain of $31.2 million ($18.9 million after taxes or $0.25 per diluted share) from the sale of one of our cement terminals, partially offset by $7.6 million ($0.10 per diluted share) associated with provincial tax changes legislated in both Ontario and Alberta as well as the higher tax rate applicable to the sale of the Detroit cement terminal.

We closed the year in strong financial condition. At the end of the year, total debt net of cash, cash equivalents and short-term investments was negative $24.7 million compared with positive $17.9 million in 2003. Our total debt was $827.3 million as of December 31, 2004 compared with $717.2 million at the end of 2003. Cash, cash equivalents and short-term investments were $852 million at the end of the year compared to $699.2 million at the end of 2003. Reported cash flow from operations was $331 million compared with the $406 million in 2003, reflecting our decision to make additional cash contributions in 2004 to pre-fund certain pension plans (reducing the comparative cash flows by approximately $48 million) and decreasing the amount of securitized receivable financing (reducing the comparative cash flows by approximately $87 million).

     37.  On April 26, 2005, Lafarge North America reported its 2005 first quarter earnings:

Lafarge North America Inc., the leading supplier of construction materials in the U.S. and Canada, today reported a first-quarter net loss of $188.5 million, or $2.51 per share diluted. Excluding a previously announced one-time tax charge of $115.7 million, or $1.54 per share diluted, associated with the company’s decision to repatriate $1.1 billion of cash from the company’s Canadian subsidiary, the net loss during the quarter was $72.8 million, or $0.97 per share diluted. The results compare with a first quarter 2004 net loss of $70.8 million, or $0.96 per share diluted.

Every year, Lafarge North America normally reports a loss in the first quarter because its business activity slows during the winter months. On average, only about 15 percent of the company’s annual sales are realized during the first three months of the year. In addition, the company

11

performs most of its major plant maintenance during this time.

“We expect the strong market conditions we experienced last year to continue in 2005, and we increased spending this quarter to prepare our aggregates and cement facilities in anticipation of higher sales,” said Philippe Rollier, president and chief executive officer of Lafarge North America. “We believe these actions will allow us to better serve our customers and take advantage of the favorable market environment in the coming months.”

Consolidated net sales were $577 million, up 13 percent over the same period in 2004. Excluding a favorable Canadian exchange rate effect, net sales were 10 percent higher than last year. U.S. net sales increased 18 percent compared with last year, while Canadian sales increased 7 percent in local currency. The strengthening of the Canadian dollar negatively affected operating income during the quarter by $4.7 million, or $0.04 per share diluted.

***

Stock Repurchase Plan

In November 2004, the Board approved a new stock repurchase plan that took effect on January 1, 2005. Under the new plan, the company, at management’s discretion, is authorized to spend up to $60 million to repurchase its common stock from time to time in the market or through privately negotiated transactions through December 31, 2005. During the first quarter 2005, the company repurchased 66,000 shares of stock for a total of $4 million at an average price of $60.47 per share.

     38.  On July 26, 2005, Lafarge reported its 2005 second quarter earnings, again touting that its operating income and sales had increased compared its second quarter results in 2004:

Lafarge North America Inc., the leading supplier of construction materials in the U.S. and Canada, today reported second-quarter 2005 net income of $142.9 million, or $1.81 per share diluted. During the quarter, the company adjusted the tax liability associated with its repatriation of cash to the U.S. from Canada in response to new guidance issued by the Internal Revenue Service, resulting in a credit of $12.9 million, or $0.17 per share diluted. Excluding the effect of this item, net income for the quarter was $1.64 per share diluted, compared with adjusted net income of $1.36 per share diluted in the second quarter of 2004 (see table below for reconciliation).

12

Operating income for the quarter was $208.2 million, up $40 million, or 24 percent, compared with the year-ago quarter as continued strong volumes in most markets and higher prices in all product lines positively affected earnings. The strengthening of the Canadian dollar contributed $6.4 million to operating income during the quarter. However, diesel, gas and coal costs were $13.3 million higher in the quarter compared with the same period a year ago.

“As we had anticipated, we had exceptionally strong sales this quarter— in fact, demand for cement exceeded the record levels established last year,” said Philippe Rollier, president and chief executive officer of Lafarge North America. “Prices during the quarter were also favorable, and our market outlook for the balance of the year is optimistic. Although we are facing cost pressures and stretching our production and distribution capabilities to meet higher demand, our results this quarter were excellent, and we will continue to do whatever is necessary to meet the needs of our customers.”

Consolidated net sales were up 19 percent over last year to $1.17 billion. Excluding the favorable Canadian exchange rate effect, net sales were 15 percent higher than last year. U.S. net sales increased 19 percent compared with last year, while Canadian sales increased 9 percent in local currency.

In the same press release, Lafarge North America reported that the stock repurchase plan that the Board of Directors had authorized in November of 2004 would be expanded:

Stock Repurchase Plan Expanded

In November 2004, the Board of Directors approved a stock repurchase plan that took effect on January 1, 2005. Under the plan, the company, at management’s discretion, was authorized to spend up to $60 million to repurchase its common stock from time to time in the market or through privately negotiated transactions through December 31, 2005. During the first half of 2005, the company repurchased 572,000 shares of stock at an average price of $59.05 per share for a total of $33.8 million.

At its meeting today, the Board of Directors approved a $40 million increase in the current stock repurchase plan to take effect on July 26, 2005. Under the expanded plan, the company is authorized to spend up to $100 million to repurchase its common stock through December 31, 2005.

     39.    On November 7, 2005, Lafarge North America released its 2005 third quarter

13

earnings boasting of sales increases for the quarter and year to date:

Lafarge North America Inc., the leading supplier of construction materials in the U.S. and Canada, today reported third-quarter 2005 net income of $172.1 million, or $2.17 per share diluted, compared with net income of $165.6 million, or $2.16 per share diluted in the third quarter 2004. The results for the third quarter 2004 include $2.3 million, or $0.02 per share diluted, related to litigation expenses from a settled case in our cement segment (see table below for reconciliation).

Operating income for the quarter was $278.5 million, up $12.3 million, or 5 percent, compared with the year-ago quarter, reflecting the contribution of higher prices in all product lines and continued strong performance in the gypsum segment. The strengthening of the Canadian dollar contributed $11 million to operating income during the quarter. Increased energy prices negatively affected operating income by $19.4 million during the quarter compared with the same period last year. Increased production costs, the impact of Hurricane Katrina, and softness in several markets held back growth in operating income during the quarter. Selling, general and administrative expenses were also higher, reflecting planned investments in an Enterprise Resource Planning system that will allow the company to manage its operations more efficiently across its many locations.

“Our volumes year-to-date remain ahead of 2004 record levels, although demand in some markets was weaker during the quarter,” said Philippe Rollier, president and chief executive officer of Lafarge North America. “Increased inflation, reduced cement plant production, and weather disruptions offset the gains we wanted to achieve this quarter. However, our pricing performance continues to be strong, and we expect to deliver strong earnings growth this year.”

Consolidated net sales during the quarter were $1.4 billion, up 12 percent over record sales in the same quarter last year. Excluding the favorable Canadian exchange rate effect, net sales were 8 percent higher than the same period last year.

In this earnings release, the Company also reported that another stock repurchase plan would be implemented at the expiration of the 2005 plan:

Stock Repurchase Plan

In July 2005, the Board approved a $40 million increase to its previous stock repurchase plan, effective July 26, 2005. Under the expanded plan, the company is authorized to spend up to $100 million to repurchase its

14

common stock through December 31, 2005. During the first nine months of 2005, the company repurchased 988,000 shares of stock for a total of $61.4 million at an average price of $62.10 per share.

On November 4, 2005, the Board approved a share repurchase program to commence on January 1, 2006, and expire on December 31, 2006. Under this new program, the company is authorized to repurchase up to $100 million of its common stock from time to time in the market or through privately negotiated transactions.

     40.    On January 31, 2006, Lafarge North America released its 2005 forth quarter and year end earnings with increases in both sales and operating income for the quarter and year end:

Lafarge North America, the leading supplier of construction materials in the U.S. and Canada, today reported net income in the fourth quarter of $144.6 million, or $1.84 per share diluted. These results include a tax credit of $32 million, or $0.41 cents per share diluted, associated with the repatriation of cash from Canada to the U.S. Excluding this credit, fourth-quarter 2005 earnings were $1.43 per share diluted, up 20 percent compared with $1.19 per share diluted on a comparable basis in the year-ago quarter (see table below for reconciliation).

“We are pleased with the strong finish of our cement segment, the solid pricing gains made in all of our product lines and the continued excellent performance of our gypsum business,” said Philippe Rollier, president and chief executive officer. “We again delivered significant year-over-year earnings growth, despite the challenges posed by substantial energy cost increases and disparities across the markets we serve in North America.”

The strengthening of the Canadian dollar contributed approximately $4.1 million to operating income during the quarter. Net sales for the quarter were up 14 percent to $1.1 billion. Excluding the strengthening of the Canadian dollar, net sales were 12 percent higher than last year.

During the quarter, the company completed the repatriation of approximately $1.1 billion in cash from Canada. Tax expenses during the quarter were reduced by $32 million as a result of adjustments made to the company’s tax liability associated with the repatriation.

***

15

Consolidated Year-End Results

***

Lafarge North America closed the year in very strong financial condition. Including cash, cash equivalents, and short-term investments of $691.9 million, net debt totaled $84.2 million as of December 31, 2005. Net debt increased by $108.9 million during the twelve months ending December 31, 2005, as a result of higher capital spending and increased stock repurchases.

Outlook

Although visibility is limited this early in the year, the company anticipates overall modest volume growth in 2006 with uneven demand patterns across its regional markets. The company also expects continued favorable pricing in most markets during 2006. An additional cement price increase of approximately $10 per ton in local currency went into effect in U.S. and Canadian markets on January 1, 2006.

Market analysts forecast that energy and freight prices will continue to increase, although at a slower rate than during 2005. The company expects pension and other post-retirement costs to increase by $14 million to $17 million in 2006 compared with 2005. As of January 1, 2006, the company began to expense stock-based compensation in accordance with a new accounting standard and expects this non-cash expense to be between $15 million and $18 million in 2006.

***

Stock Repurchase Plan

In July 2005, the Board approved a $40 million increase to its previous stock repurchase plan, effective July 26, 2005. Under the expanded plan, the company was authorized to spend up to $100 million to repurchase its common stock through December 31, 2005. During the fourth quarter, the company repurchased 680,340 shares of stock for a total of $38.6 million at an average price of $56.80 per share. During the full year of 2005, the company repurchased 1,668,340 shares of stock for a total of $100 million at an average price of $59.94 per share.

On November 4, 2005, the Board approved a share repurchase program that commenced on January 1, 2006, and will expire on December 31, 2006. Under this new program, the company is authorized to repurchase up to $100 million of its common stock from time to time in the market or through privately negotiated transactions.

16

     41. As disclosed in Lafarge North America’s most recent Form 10-K filed on March 1, 2005, the Company maintains a number of business relationships with the Lafarge Group, controlled by Lafarge S. A., and the Company depends on its relationship with the Lafarge Group for several material aspects of its business. Among other things, Lafarge North America disclosed under “Item 1. Business” of Part 1 of its Form 10-K:

Company Profile

***

Performance: We combine the global capabilities of the Lafarge Group with our own to manage each of our local businesses through our highly developed, proprietary programs designed to improve performance. Each of our product lines employs a specific, well-documented program designed to drive superior performance and ongoing operating improvements. These programs allow us to use the same systematic management approach at each of our locations, focusing our people on the same priorities and using proven models and management techniques. We strive to focus on customer orientation and competing based on value. Through this approach, we believe we can create additional value for our customers, differentiate our product-service offering, and increase our profitability.

Other Factors

***

Research and Development Activities. In 2004, we spent $4.1 million in research and development costs, including $3.8 million paid to the Lafarge Group pursuant to agreements we have with them. We have access to the Lafarge Group’s state-of-the-art research and development resources and the Lafarge Group shares with us its new product developments and enhancements for each of our product lines through, in part, agreements by which we share certain costs for research and development, strategic planning and marketing. We also conduct cement research and development activities at our laboratory in Montreal, Canada, which we believe is one of the largest private laboratories in the North American cement industry. Also, our subsidiary, Systech, performs research and development focused on increasing utilization of alternative fuels.

***

Managed Assets

We continue to manage and operate certain U.S. cement, aggregates and concrete businesses owned by the Lafarge Group as a result of its 2001 acquisition of

17

U.K.-based Blue Circle Industries PLC. For managing these businesses we receive $12 million annually plus potential incentives for improving their operating results. As of December 31, 2004, these businesses include 5 full production cement manufacturing plants, 15 cement terminals, 1 slag grinding facility, 15 aggregate-producing pits and quarries, 100 ready-mixed concrete plants and 10 concrete block plants which we manage in conjunction with our own to maximize the efficiency of our respective operations. Unless terminated at least six months in advance, our agreement to manage these assets renews annually.

We are reimbursed our direct costs and expenses for managing these businesses, as well as for the selling, general and administrative costs allocated to them. We are also reimbursed for payroll and other related costs and expenses we incur associated with the employees who operate the managed assets. If our agreement with Lafarge S.A. to manage these businesses terminates, these employees are to be returned to the employment of the Blue Circle entities and we are to be reimbursed for any cost, expense or financial consequence arising from the structural separation of our respective operations.

     42. Several of the members of the Company’s Board of Directors also have a direct relationship with Lafarge S.A. as disclosed in the most recent Proxy Statement dated March 15, 2005:

BERTRAND P. COLLOMB, Chairman of the Board of the Company and Chairman of the Board of Lafarge S.A. Mr. Coliomb, age 62, has served as Chairman of the Board of the Company since January 1989 and as Chairman of the Board of Lafarge S.A. since August 1989. He served as Chief Executive Officer of Lafarge S.A. from August 1989 through May 2003. He served as Vice Chairman of the Board and Chief Operating Officer of Lafarge S.A. from January 1989 to August 1989. He was Vice Chairman of the Board and Chief Executive Officer of Lafarge North America Inc. and Senior Executive Vice President of Lafarge S.A. from 1987 until January 1989. Mr. Collomb is also a director of Vivendi Universal, Atco Ltd. and Total Fina Elf, as well as a member of the Supervisory Board of Allianz AG and the Advisory Board of Unilever N.V. Mr. Collomb has served as a director of the Company since 1985.

***

BERNARD L. KASRIEL, Vice Chairman of the Board of the Company and Vice Chairman and Chief Executive Officer of Lafarge S.A. Mr. Kasriel, age 58, was elected to his current position in May 1996. He has served as Vice Chairman of Lafarge S.A. since January 1995. He served as Chief Operating Officer of Lafarge S.A. from January 1995 through May 2003, when he was appointed Chief Executive Officer of Lafarge S.A. He also served as Managing Director of Lafarge

18

S.A. from 1989 to 1994, Senior Executive Vice President of Lafarge S. A. from 1987 to 1989 and Executive Vice President of Lafarge S. A. from 1982 until March 1987. Mr. Kasriel is also a director of Sonoco Products Company, Mr. Kasriel has served as a director of the Company since 1989.

BRUNO LAFONT, Senior Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. Mr. Lafont, age 48, served as Executive Vice President —Gypsum of Lafarge S.A. from 1998 to May 2003, when he was appointed Chief Operating Officer. From 1995 to 1998, he served as Executive Vice President —Finance of Lafarge S.A. Prior to that, Mr. Lafont served in a variety of financial and managerial positions with Lafarge S.A. after joining Lafarge S.A. in 1983 as an internal auditor. Mr. Lafont has served as a director of the Company since 2003.

***

ROBERT W. MURDOCH, Corporate Director. Mr. Murdoch, age 63, was formerly President and Chief Executive Officer of the Company from January 1989 to August 1992, President and Chief Executive Officer of Lafarge Canada Inc. from 1985 to 1992, Senior Executive Vice President of Lafarge S.A. from August 1989 to September 1992 and President and Chief Operating Officer of the Company from 1987 to 1989. Mr. Murdoch is also a director of Lafarge S.A., Sierra Systems Group Inc., Lallemand, Inc., and Timberwest Forest Products Corp. Mr. Murdoch has served as a director of the Company since 1987.

***

JOHN D. REDFERN, Chairman of the Board of Lafarge Canada Inc. Mr. Redfern has served as Chairman of the Board of Lafarge Canada Inc. since 1984. Mr. Redfern served as Vice Chairman of the Board of the Company from January 1989 to May 1996, as Chairman of the Board of the Company from 1985 until January 1989, as President and Chief Executive Officer of the Company from 1983 until 1985 and as Chief Executive Officer of Lafarge Canada Inc. from 1977 to 1985. Mr. Redfern, age 69, has served as a director of the Company since 1983.

PHILIPPE R. ROLLIER, President and Chief Executive Officer of the Company since May 2001. Mr. Rollier, age 62, served as Regional President of Lafarge S.A. — Central Europe and CIS for Cement, Aggregates and Concrete from 1995 to 2001 and has served as Executive Vice President of Lafarge S.A. since 1999. Mr. Rollier is also a director of Moria S.A. Mr. Rollier has served as a director of the Company since 2001.

MICHEL ROSE, Senior Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. Mr. Rose has served as Senior Executive Vice President of Lafarge S.A. since 1989. Mr. Rose, age 62, served as President and Chief

19

Executive Officer of the Company from September 1992 until September 1996. He served as Chairman and Chief Executive Officer of Orsan S.A., a subsidiary of Lafarge S.A., from 1987 to 1992. Mr. Rose has served as a director of the Company since 1992.

     43. Given the interrelatedness in the operations of the Lafarge Group and Lafarge North America, it is difficult to assess the true operating performance of Lafarge North America.

The Tender Offer

     44. Before the open of the U.S. securities markets on February 6, 2006, Lafarge S.A. issued a press release, announcing that it had delivered to the Board of Directors of Lafarge North America notice of its intention to commence a tender offer for all outstanding shares of common stock of Lafarge North America not owned by Lafarge S.A. or its affiliates.

     45. According to the February 6, 2006, press release, Lafarge S.A. will “offer Lafarge North America shareholders US$75 in cash for each Lafarge North America share they hold” (the “Tender Offer”). Lafarge S.A. stated that it “intends to commence the contemplated tender offer within two weeks.”

     46. Defendant Lafont, in his capacity as Lafarge S.A.’s CEO was quoted in the press release promoting the tender offer as a wonderful opportunity for the Lafarge North America shareholders:

“Lafarge’s offer to acquire the minority shares of Lafarge North America represents a unique opportunity for Lafarge North America shareholders to realize the value of their shares at a significant premium to Lafarge North America’s current and recent stock price. The successful completion of our tender offer will also benefit Lafarge and its shareholders.

“This transaction makes strategic sense for Lafarge, because it will enable us to pursue business and growth opportunities in North America even more effectively. It makes operational sense, because it will streamline and accelerate decision-making, free of the complexity of operating through a partially owned, publicly traded subsidiary. And it makes financial sense, because it will enable us to improve the use of free cash flow at Group

20

level and should be immediately accretive to our earnings per share.

“In short, this is a ‘win-win’ transaction for the shareholders, the customers and the employees of both companies,” Bruno Lafont said.

     47. The Tender Offer will be made directly by Lafarge S.A. to the shareholders of Lafarge North America. Included in the transaction, Lafarge S.A. “also offer[s] to purchase outstanding exchangeable preference shares of Lafarge Canada, a subsidiary of Lafarge North America.”

     48. According to the press release from Lafarge S.A., the Tender Offer will be conditioned on “the tender of a majority of the shares not held by Lafarge and its affiliates and the ownership by Lafarge [S.A.] of at least 90% of the outstanding shares.” Lafarge S.A. goes on to say that any shares that are not tendered will “be acquired in a subsequent merger at the same price as the tender offer.”

     49. Lafarge North America issued a press release later in the day on February 6, 2006, confirming its Board of Director’s receipt of the proposed Tender Offer from Lafarge S.A.. The press release indicated that the Board of Directors would review the proposal and make a recommendation to Lafarge North America shareholders; however, there was no mention of the Board forming a Special Committee of board members not affiliated with Lafarge S.A..

     50. On February 7, 2006, the Wall Street Journal ran an article suggesting that because the Company’s stock price was trading above the offering price investors were expecting higher offer: “In 4 p.m. New York Stock Exchange composite trading yesterday, shares of Lafarge North America jumped $17.89, or 28%, to $82.14, suggesting some investors are looking for a higher offer.” One analyst notes that this is an excellent move for Lafarge S,A. “as it will enable Lafarge to gain full control of one of its best-performing subsidiaries.”

21

     51. The purpose of the tender offer and back-end merger is to enable Lafarge S.A. to acquire one hundred (100%) percent ownership of Lafarge North America and its valuable assets for its own benefit at the expense of Lafarge North America’s public stockholders who, for inadequate consideration, will be deprived of their equity investment and the benefits thereof including, among other things, the expected growth in the Company’s profitability — in light of its continued growth in sales and profits.

     52. The price of $75 per share is unfair and inadequate because:

a.	Lafarge S.A. dominates and controls the financial, business and corporate affairs of Lafarge North America, and because the Individual Defendants hold executive and director positions within Lafarge North America, defendants are in possession of private corporate information concerning the Company’s assets, businesses and future prospects, and there exists an imbalance and disparity of knowledge and economic power between them and the public stockholders of Lafarge North America which makes it inherently unfair for them to pursue any proposed transaction wherein they will reap disproportionate benefits to the exclusion of other means of maximizing stockholder value;
b.	Lafarge S.A. dominates the voting power of Lafarge North America’s outstanding equity securities, and it is therefore unlikely that any party will make a competing bid to acquire the Company;
c.	The notice letter delivered by Lafarge S.A. to the Board of Directors of Lafarge North America, as described in the February 6, 2006, press release, only stated a willingness by Lafkge S.A. to allow Lafarge North

22

	America’s Board of Directors to review the offer and is not an invitation to negotiate;
d.	Over the last 52 weeks, Lafarge North America common stock has traded as high as $70.47 per share, which gives the offer price of $75 per share a mere 6.4% premium. Since the announcement of the Tender Offer, the stock has traded approximately 10% higher than the $75 per share offer price trading as high as $82.75 on February 6, 2006, giving the offer price zero premium;
e.	Lafarge North America has been trading close to the level of its book value and cash per share, and the offer price of $75 per share does not adequately take into account the significant value of Lafarge North America’s technologies and/or patents; and
f.	The offer price of $75 per share does not adequately reflect the expected growth in the Company’s profitability, in light of its continued growth in sales and profits.

     53. Furthermore, the Company’s Board of Directors lacks independence. The Board of Directors is beholden to Lafarge S.A. because of its control over Lafarge North America. Lafarge S.A. holds approximately 53.2% of the total voting power of Lafarge North America’s outstanding equity securities, and its controlling interest has allowed it to hand-pick the directors officers of the Company. Additionally, defendants Collomb, Kasriel, Lafont, Murdoch, Redfern, Rollier and Rose are/were also directors, officers and/or affiliates of Lafarge S.A., as described above. Indeed, Lafarge North America has not formed as “independent committee” to review the February 6, 2006, Tender Offer proposal from Lafarge S.A..

23

     54. Lafarge North America’s Board of Directors has also been authorizing the Company to repurchase its shares on the open market, perhaps in hopes of paving the road for this tender offer from Lafarge S.A..

     55. Under the circumstances, the Company’s Board cannot be expected to protect the Company’s public shareholders in transactions which benefit Lafarge S.A. at the expense of the Company’s public shareholders, as exemplified by the proposed transaction.

     56. As a result of the actions of defendants, plaintiff and the other members of the Class will be damaged in that they have not and will not receive their fair proportion of the value of Lafarge North America’s assets and businesses and will be prevented from obtaining appropriate consideration for their shares of Lafarge North America’s common stock.

     57. Plaintiff and the Class will suffer irreparable damage unless Lafarge S.A. is enjoined from pursuing the Tender Offer.

     58. Plaintiff has no adequate remedy at law.

     WHEREFORE, plaintiff demands judgment as follows:

     (1) declaring this to be a proper class action and certifying plaintiff as the class representative and plaintiff’s counsel as class counsel;

     (2) enjoining, preliminarily and permanently, the Tender Offer complained of herein;

     (3) to the extent, if any, that the Tender Offer is consummated prior to the entry of this Court’s final judgment, rescinding the same or awarding the Class rescissory damages;

     (4) directing that defendants pay to plaintiff and the other members of the Class all damages caused to them and account for all profits and any special benefits obtained as a result of their wrongful conduct;

     (5) awarding plaintiff the costs and disbursements of this action, including a

24

reasonable allowance for the fees and expenses of plaintiff’s attorneys and expert(s); and

     (6) granting such other further relief as the Court may deem just and proper.

	/s/ Daniel S. Katz
	John B. Isbister
	Daniel S. Katz
	Tydings & Rosenberg LLP
	100 East Pratt Street, 26th Floor Baltimore, MD 21202
	Telephone: (410) 752-9700
	Fax: (410) 727-5460
	Attorneys for Plaintiff
OF COUNSEL:
WOLF POPPER LLP
845 Third Avenue
New York, NY 10022
(212) 759-4600

DEMAND FOR JURY TRIAL

     Plaintiff demands a jury trial as to any issues triable of right by a jury.

/s/ Daniel S. Katz John B. Isbister

Daniel S. Katz

Tydings & Rosenberg LLP

100 East Pratt Street, 26th Floor

Baltimore, MD 21202

Telephone: (410) 752-9700

Fax: (410) 727-5460

Attorneys for Plaintiff

25

EX-99.(A)(12)

Exhibit (a)(12)

CITY OF PHILADELPHIA BOARD OF PENSIONS AND RETIREMENT	*
Two Penn Center Plaza, 16th Floor	*
Philadelphia, Pennsylvania 19102
On behalf of itself and all others	*
similarly situated
	*
Plaintiff,
	*
v.		IN THE
	*
LAFARGE NORTH AMERICA, INC.		CIRCUIT COURT
12950 Worldgate Drive, Suite 500	*
Herndon, Virginia 20170		FOR BALTIMORE CITY
Serve on:	*
Resident Agent		Case No.: 24-C-06-001714
The Prentice Hall Corporation System	*
11 East Chase Street
Baltimore, Maryland 21202	*
and	*
LAFARGE S.A.	*
61 rue des Belles Feuilles BP 40-75782
Paris, France Cedex 16	*
Serve on:
Resident Agent of its agent, Lafarge	*
North America, Inc.:
The Prentice Hall Corporation System	*
11 East Chase Street
Baltimore, Maryland 21202	*
And Serve on:
Bertrand P. Collomb,	*
Chairman of the Board and President
12950 Worldgate Drive, Suite 500	*
Herndon, Virginia 20170
	*
and
	*
MARSHALL A. COHEN
12950 Worldgate Drive, Suite 500	*
Herndon, Virginia 20170
	*
	*

CITYOF PHILADELPHIA BOARD	*
OF PENSIONS AND RETIREMENT	*
Two Penn Center Plaza, 16th Floor
Philadelphia, Pennsylvania 19102	*
On behalf of itself and all others
similarly situated	*
Plaintiff,	*
v.	*	IN THE
LAFARGE NORTH AMERICA, INC.	*	CIRCUIT COURT
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*	FOR BALTIMORE CITY
Serve on:
Resident Agent	*	Case No.:
The Prentice Hall Corporation System
11 East Chase Street
Baltimore, Maryland 21202	*
and	*
LAFARGE S.A.	*
61 rue des Belles Feuilles BP 40-75782
Paris, France Cedex 16
Serve on:	*
Resident Agent of its agent, Lafarge
North America, Inc.:	*
The Prentice Hall Corporation System
11 East Chase Street	*
Baltimore, Maryland 21202
And Serve on:	*
Bertrand P. Collomb,
Chairman of the Board and President	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
and	*
MARSHALL A. COHEN	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
	*

BERTRAND P. COLLOMB
12950 Worldgate Drive, Suite 500	*
Herndon, Virginia 20170
	*
PHILIPPE P. DAUMAN
12950 Worldgate Drive, Suite 500	*
Herndon, Virginia 20170
	*
BERNARD L. KASRIEL
12950 Worldgate Drive, Suite 500	*
Herndon, Virginia 20170
	*
BRUNO LAFONT
12950 Worldgate Drive, Suite 500	*
Herndon, Virginia 20170
	*
CLAUDINE B. MALONE
12950 Worldgate Drive, Suite 500	*
Herndon, Virginia 20170
	*
BLYTHE J. McGARVlE
12950 Worldgate Drive, Suite 500	*
Herndon, Virginia 20170
	*
JAMES M. M1CAL1
12950 Worldgate Drive, Suite 500	*
Herndon, Virginia 20170
	*
ROBERT W. MURDOCH
12950 Worldgate Drive, Suite 500	*
Herndon, Virginia 20170
	*
BERTIN F. NADEAU
12950 Worldgate Drive, Suite 500	*
Herndon, Virginia 20170
	*
JOHN D. REDFERN
12950 Worldgate Drive, Suite 500	*
Herndon, Virginia 20170
	*
PHILIPPE R. ROLLIER
12950 Worldgate Drive, Suite 500	*
Herndon, Virginia 20170
	*

2

MICHEL ROSE	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
LAWRENCE M. TANENBAUM	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
Defendants.	*

*       *       *       *       *       *       *       *       *     *

CLASS ACTION COMPLAINT

     The following is alleged upon information and belief, except for allegations pertaining to plaintiff, which are based upon personal knowledge;

     1. Plaintiff brings this action on behalf of itself and all other public shareholders of Lafarge North America, Inc. (“Lafarge North America” or the “Company”) who are threatened with the loss of the value of their holdings of Lafarge North America common stock.

     2. This action seeks, inter alia, to enjoin Lafarge S.A. from acquiring all the shares of Lafarge North America stock that it currently does not own for inadequate consideration. Lafarge S.A. already owns approximately 53.2% of the Company’s outstanding equity securities. Plaintiff also seeks damages in the event the transaction is consummated.

THE PARTIES

     3. Plaintiff City of Philadelphia Board of Pensions and Retirement (“Plaintiff”) owns and has continuously owned shares of the common stock of Lafarge North America since prior to the wrongs complained of herein.

     4. Defendant Lafarge North America is a corporation organized and existing under the laws of the State of Maryland with its principal offices located at 12950 Worldgate Dr., Suite 500, Herndon, Virginia 20170. Lafarge North America is the largest diversified supplier of

3

construction materials in the United States and Canada and does business in the State of Maryland.

     5. Defendant Lafarge S.A. is a French corporation that is the largest holder of Lafarge North America’s outstanding equity securities, and is the controlling shareholder of Lafarge North America. Specifically, Lafarge S.A. currently, directly and indirectly, owns approximately 53.2% of the Company’s outstanding equity securities, Defendant Lafarge S.A.’s headquarters are located at 61 rue des Belles Fueilles BP 40 — 75782 Paris Cedex 16. Lafarge S.A. is the parent holding company for the Lafarge Group, which consists of all of the operating subsidiaries of Lafarge S.A.

     6. Defendant Marshall A. Cohen (“Cohen”) is and has been a director of Lafarge North America since 1991. Also, he is and has been an attorney with Cassels, Brock & Blackwell, Barristers and Solicitors since October 1996.

     7. Bertrand P. Collomb (“Collomb”) is and has been Chairman of the Board of the Company and Chairman of the Board of Lafarge S.A. since January 1989 and August 1989, respectively. He served as Chief Executive Officer of Lafarge S.A. from August 1989 through May 2003. He served as Vice Chairman of the Board and Chief Operating Officer of Lafarge S.A. from January 1989 to August 1989. He was Vice Chairman of the Board and Chief Executive Officer of the Company and Senior Executive Vice President of Lafarge S.A. from 1987 until January 1989. Collomb has served as a director of the Company since 1985.

     8. Defendant Philippe P. Dauman (“Dauman”) is and has been a director of Lafarge North America since 1997. He also is and has been the Co-Chairman and Chief Executive Officer of DND Capital Partners, LLC, a private equity firm, since May 2000.

4

     9. Defendant Bernard L. Kasriel (“Kasriel”) is and has been the Vice Chairman of the Board of the Company since May 1996. He also is and has been Vice Chairman and Chief Executive Officer of Lafarge S.A. since January 1995. He served as Chief Operating Officer of Lafarge S.A. from January 1995 through May 2003, when he was appointed Chief Executive Officer of Lafarge S.A. He also served as Managing Director of Lafarge S.A. from 1989 to 1994, Senior Executive Vice President of Lafarge S.A. from 1987 to 1989 and Executive Vice President of Lafarge S.A. from 1982 until March 1987. Kasriel has served as a director of the Company since 1989.

     10. Defendant Bruno Lafont (“Lafont”) is and has been Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. since May 2003. He served as Executive Vice President — Gypsum of Lafarge S.A. from 1998 to May 2003. From 1995 to 1998, he served as Executive Vice President — Finance of Lafarge S.A. Prior to that, Lafont served in a variety of financial and managerial positions with Lafarge S.A. after joining Lafarge S.A. in 1983 as an internal auditor. Lafont has served as a director of the Company since 2003.

     11. Defendant Claudine B. Malone (“Malone”) is and has been a director of the Company since 1994. She also is and has been the President of Financial & Management Consulting, Inc. since 1982.

     12. Defendant Blythe J. McGarvie (“McGarvie”) is and has been a director of Lafarge North America since April 2005. She also serves as President of Leadership for International Finance, a privately held consulting firm where she has served in such capacity since January 2003. From July 1999 to December 2002, Ms. McGarvie was Executive Vice President and Chief Financial Officer of BIC Group, Paris, France and from 1994 to 1999 served as Executive Vice President and Chief Financial Officer of Hannaford Bros. Co., of Portland, Maine.

5

     13. Defendant James M. Micali (“Micali”) is and has been a director of the Company since April 2005.

     14. Defendant Robert W. Murdoch (“Murdoch”) is and has been the Corporate Director of the Company since August 1992. Mr. Murdoch was formerly President and Chief Executive Officer of the Company from January 1989 to August 1992, President and Chief Executive Officer of Lafarge Canada Inc. (“LCI”) from 1985 to 1992, Senior Executive Vice President of Lafarge S.A. from August 1989 to September 1992 and President and Chief Operating Officer of the Company from 1987 to 1989. Murdoch is also a director of Lafarge S.A. Murdoch has served as a director of the Company since 1987.

     15. Defendant Bertin F. Nadeau (“Nadeau”) is and has been a director of the Company since 1988.

     16. Defendant John D. Redfern (“Redfern”) is and has been a director of the Company since 1983. He is and has been the Chairman of the Board of LCI since 1984. Redfern served as Vice Chairman of the Board of the Company from January 1989 to May 1996, as Chairman of the Board of the Company from 1985 until January 1989, as President and Chief Executive Officer of the Company from 1983 until 1985 and as Chief Executive Officer of LCI from 1977 to 1985.

     17. Defendant Philippe R. Rollier (“Rollier”) is and has been President and Chief Executive Officer of the Company since May 2001. He served as Regional President of Lafarge S.A. — Central Europe and CIS for Cement, Aggregates and Concrete from 1995 to 2001 and has served as Executive Vice President of Lafarge S.A. since 1999. Rollier has served as a director of the Company since 2001.

6

     18. Defendant Michel Rose (“Rose”) is and has been a director of the Company since 1992. Also, he is and has been Senior Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. since 1989. Rose served as President and Chief Executive Officer of the Company from September 1992 until September 1996. He served as Chairman and Chief Executive Officer of Orsan S.A., a subsidiary of Lafarge S.A., from 1987 to 1992.

     19. Defendant Lawrence M. Tanenbaum (“Tanenbaum”) is and has been a director of the Company since 2001.

     20. Defendants Cohen, Collomb, Dauman, Kasriel, Lafont, Malone, McGarvie, Micali, Murdoch, Nadeau, Redfern, Rollier, Rose and Tanenbaum are sometimes referred to herein, collectively, as the “Individual Defendants.”

     21. The Individual Defendants, as officers and/or directors of Lafarge North America, stand in a fiduciary position relative to the Company’s public shareholders and owe the public shareholders of the Company the highest duties of good faith, due care and loyalty.

     22. Lafarge S.A., as controlling shareholder of the Company, owes a fiduciary duty to the Company’s public shareholders to not use its controlling position to wrongfully benefit itself at the public shareholders’ expense.

CLASS ACTION ALLEGATIONS

     23. This action is brought as a class action, pursuant to Maryland Rule 2-231, on behalf of all public shareholders of the Company (excluding defendants herein and any person, firm, trust, corporation, or other entity related to, or affiliated with, any of the defendants) and their successors in interest, who are or will be threatened with injury arising from defendants’ actions as more fully described herein (the “Class”).

     24. This action is properly maintainable as a class action.

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     25. The Class is so numerous that joinder of all members is impracticable. There are approximately 33.3 million shares of the Company’s common stock in the public float owned by hundreds, if not thousands, of holders. The holders of these shares are geographically dispersed throughout the United States.

     26. There are questions of law and fact which are common to the Class including, inter alia, the following:

a.	whether the proposed transaction is unfair to the Class;
b.	whether plaintiff and the other members of the Class would be damaged irreparably were the transaction complained of herein consummated;
c.	whether defendants have breached their fiduciary and other common law duties owed by them to plaintiff and the other members of the Class; and
d.	whether the Class is entitled to injunctive relief and/or damages as a result of the wrongful conduct committed by defendants.

     27. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of the plaintiff are typical of the claims of other members of the Class and plaintiff has the same interests as the other members of the Class. Plaintiff will fairly and adequately represent the Class.

     28. Defendants have acted in a manner which affects plaintiff and all members of the Class alike, thereby making appropriate injunctive relief and/or corresponding declaratory relief with respect to the Class as a whole.

     29. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the

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Class, which would establish incompatible standards of conduct for defendants, or adjudications with respect to individual members of the Class which would, as a practical matter, be dispositive of the interests of other members or substantially impair or impede their ability to protect their interests.

SUBSTANTIVE ALLEGATIONS

Background

     30. Lafarge North America is the largest diversified supplier of construction materials in the U.S. and Canada. The Company produces and sells cement, ready-mixed concrete, gypsum wallboard, aggregates, asphalt, related products and services. Their products are used in residential, commercial and public works construction projects across North America.

     31. Lafarge North America is part of the Lafarge Group, headed by Lafarge S.A., which held approximately 53 percent of the Company’s common stock on January 31, 2005. The Lafarge Group is the global leader in building materials with top-ranking positions in cement, aggregates, concrete, roofing and gypsum. In addition to the Company’s own operations, they also manage, for a fee, a number of U.S. cement, aggregates and concrete businesses owned by the Lafarge Group under terms set forth in a management agreement that was entered into during 2001.

     32. Lafarge S.A. entered the North American cement market in 1956 when it built a cement plant in British Columbia, Canada. In 1970, LCI, part of the Lafarge Group, acquired Canada Cement Company, then already the largest cement producer in Canada. In 1974, the company entered the U.S. market, and became the second largest U.S. cement producer by 1981 when it acquired General Portland Inc. A corporate reorganization in 1983 established Lafarge North America as the parent of these operations in Canada and the U.S. In the same year, the

9

Company completed its initial public offering of common stock. Since 1983, the Company has expanded its cement, concrete, aggregates and asphalt operations throughout the U.S. and Canada, added gypsum to its product mix, and achieved an impressive record of growth mainly through acquisitions.

     33. In July of 2000, the Board of Directors approved the first in a series of stock repurchase plans. The plan approved on July 25, 2000, authorized Lafarge North America and its subsidiary, LCI, to spend up to $100 million to repurchase the Company’s and LCI’s stock over the following 18 months. Under this plan the Company repurchased approximately 3.4 million shares of its common stock.

     34. On May 7, 2003, the Board of Directors of Lafarge North America authorized another stock repurchase plan that would expire in December of 2004. Under this program, the Company was allowed “to buy back up to $50 million of [its] Common Stock from time to time on the market or through privately negotiated transactions. For the year ended December 31, 2004, [the Company] repurchased approximately 1.1 million shares of Common Stock at an average cost of $46.65 per share.”

     35. In November of 2004, the Company’s Board of Directors authorized another stock repurchase program to take effect on January 1, 2005. Under the new plan, “the [C]ompany, at management’s discretion, is authorized to spend up to $60 million to repurchase its common stock from time to time in the market or through privately negotiated transactions through December 31, 2005.”

     36. In its Form 10-K for the year ended December 31, 2004, Lafarge North America reported strong sales and earnings:

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This was a record year for us in sales and earnings. Our operating results benefited from stronger economic fundamentals as well as good operating performance. Sustained construction activity in both the U.S. and Canada, helped by robust economic growth and continued low interest rates, led to strong demand levels in most of our markets. In addition, favorable weather both at the beginning and end of the year resulted in strong volumes in the first and fourth quarters, typically low seasons in the construction business. Pricing trends continued to be positive, and successful price increases in most of our product lines were achieved in the majority of our markets.

*   *   *

Net income from continuing operations in 2004 was $295.5 million, or $3.86 per diluted share, including several unusual items that contributed a net benefit of $0.03 per diluted share. These unusual items included a tax benefit of $6.3 million ($0.08 per diluted share), interest income of $4.9 million ($3.2 million after taxes or $0.04 per diluted share) associated with an income tax receivable partially offset by legal expenses of $10.6 million ($6.9 million after taxes or $0.09 per diluted share) related to settled litigation in our cement segment. The results of the year compare with an income of $217.4 million, or $2.93 per diluted share in 2003 which included a gain of $31.2 million ($18.9 million after taxes or $0.25 per diluted share) from the sale of one of our cement terminals, partially offset by $7.6 million ($0.10 per diluted share) associated with provincial tax changes legislated in both Ontario and Alberta as well as the higher tax rate applicable to the sale of the Detroit cement terminal.

We closed the year in strong financial condition. At the end of the year, total debt net of cash, cash equivalents and short-term investments was negative $24.7 million compared with positive $17.9 million in 2003. Our total debt was $827.3 million as of December 31, 2004 compared with $717.2 million at the end of 2003. Cash, cash equivalents and short-term investments were $852 million at the end of the year compared to $699.2 million at the end of 2003. Reported cash flow from operations was $331 million compared with the $406 million in 2003, reflecting our decision to make additional cash contributions in 2004 to pre-fund certain pension plans (reducing the comparative cash flows by approximately $48 million) and decreasing the amount of securitized receivable financing (reducing the comparative cash flows by approximately $87 million).

     37. On April 26, 2005, Lafarge North America reported its 2005 first quarter earnings:

Lafarge North America Inc., the leading supplier of construction materials in the U.S. and Canada, today reported a first-quarter net loss of $188.5

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Lafarge North America Inc., the leading supplier of construction materials in the U.S. and Canada, today reported second-quarter 2005 net income of $142.9 million, or $1.81 per share diluted. During the quarter, the company adjusted the tax liability associated with its repatriation of cash to the U.S. from Canada in response to new guidance issued by the Internal Revenue Service, resulting in a credit of $12.9 million, or $0.17 per share diluted. Excluding the effect of this item, net income for the quarter was $1.64 per share diluted, compared with adjusted net income of $1.36 per share diluted in the second quarter of 2004 (see table below for reconciliation).

Operating income for the quarter was $208.2 million, up $40 million, or 24 percent, compared with the year-ago quarter as continued strong volumes in most markets and higher prices in all product lines positively affected earnings. The strengthening of the Canadian dollar contributed $6.4 million to operating income during the quarter. However, diesel, gas and coal costs were $13.3 million higher in the quarter compared with the some period a year ago.

“As we had anticipated, we had exceptionally strong sales this quarter– in fact, demand for cement exceeded the record levels established last year,” said Philippe Rollier, president and chief executive officer of Lafarge North America. “Prices during the quarter were also favorable, and our market outlook for the balance of the year is optimistic. Although we are facing cost pressures and stretching our production and distribution capabilities to meet higher demand, our results this quarter were excellent, and we will continue to do whatever is necessary to meet the needs of our customers.”

Consolidated net sales were up 19 percent over last year to $1.17 billion.

Excluding the favorable Canadian exchange rate effect, net sales were 15 percent higher than last year. U.S. net sales increased 19 percent compared with last year, while Canadian sales increased 9 percent in local currency.

     In the same press release, Lafarge North America reported that the stock repurchase plan that the Board of Directors had authorized in November of 2004 would be expanded:

Stock Repurchase Plan Expanded

In November 2004, the Board of Directors approved a stock repurchase plan that took effect on January 1, 2005. Under the plan, the company, at management’s discretion, was authorized to spend up to $60 million to repurchase its common stock from time to time in the market or through privately negotiated transactions through December 31, 2005. During the

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first half of 2005, the company repurchased 572,000 shares of stock at an average price of $59.05 per share for a total of $33.8 million.

At its meeting today, the Board of Directors approved a $40 million increase in the current stock repurchase plan to take effect on July 26, 2005. Under the expanded plan, the company is authorized to spend up to $100 million to repurchase its common stock through December 31, 2005.

     39. On November 7, 2005, Lafarge North America released its 2005 third quarter earnings boasting of sales increases for the quarter and year to date:

Lafarge North America Inc., the leading supplier of construction materials in the U.S. and Canada, today reported third-quarter 2005 net income of $172.1 million, or $2.17 per share diluted, compared with net income of $165.6 million, or $2.16 per share diluted in the third quarter 2004. The results for the third quarter 2004 include $2.3 million, or $0.02 per share diluted, related to litigation expenses from a settled case in our cement segment (see table below for reconciliation).

Operating income for the quarter was $278.5 million, up $12.3 million, or 5 percent, compared with the year-ago quarter, reflecting the contribution of higher prices in all product lines and continued strong performance in the gypsum segment. The strengthening of the Canadian dollar contributed $11 million to operating income during the quarter. Increased energy prices negatively affected operating income by $19.4 million during the quarter compared with the same period last year. Increased production costs, the impact of Hurricane Katrina, and softness in several markets held back growth in operating income during the quarter. Selling, general and administrative expenses were also higher, reflecting planned investments in an Enterprise Resource Planning system that will allow the company to manage its operations more efficiently across its many locations.

“Our volumes year-to-date remain ahead of 2004 record levels, although demand in some markets was weaker during the quarter,” said Philippe Rollier, president and chief executive officer of Lafarge North America. “Increased inflation, reduced cement plant production, and weather disruptions offset the gains we wanted to achieve this quarter. However, our pricing performance continues to be strong, and we expect to deliver strong earnings growth this year.”

Consolidated net sales during the quarter were $1.4 billion, up 12 percent over record sales in the same quarter last year. Excluding the

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favorable Canadian exchange rate effect, net sales were 8 percent higher than the same period last year.

     In this earnings release, the Company also reported that another stock repurchase plan would be implemented at the expiration of the 2005 plan:

Stock Repurchase Plan

In July 2005, the Board approved a $40 million increase to its previous stock repurchase plan, effective July 26, 2005. Under the expanded plan, the company is authorized to spend up to $100 million to repurchase its common stock through December 31, 2005. During the first nine months of 2005, the company repurchased 988,000 shares of stock for a total of $61.4 million at an average price of $62.10 per share.

On November 4, 2005, the Board approved a share repurchase program to commence on January 1, 2006, and expire on December 31, 2006. Under this new program, the company is authorized to repurchase up to $100 million of its common stock from time to time in the market or through privately negotiated transactions.

     40. On January 31, 2006, Lafarge North America released its 2005 fourth quarter and year end earnings with increases in both sales and operating income for the quarter and year end:

Lafarge North America, the leading supplier of construction materials in the U.S. and Canada, today reported net income in the fourth quarter of $144.6 million, or $1.84 per share diluted. These results include a tax credit of $32 million, or $0.41 cents per share diluted, associated with the repatriation of cash from Canada to the U.S. Excluding this credit, fourth-quarter 2005 earnings were $1.43 per share diluted, up 20 percent compared with $1.19 per share diluted on a comparable basis in the year-ago quarter (see table below for reconciliation).

“We are pleased with the strong finish of our cement segment, the solid pricing gains made in all of our product lines and the continued excellent performance of our gypsum business,” said Philippe Rollier, president and chief executive officer. “We again delivered significant year-over-year earnings growth, despite the challenges posed by substantial energy cost increases and disparities across the markets we serve in North America.”

The strengthening of the Canadian dollar contributed approximately $4.1 million to operating income during the quarter. Net sales for the quarter

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were up 14 percent to $1.1 billion. Excluding the strengthening of the Canadian dollar, net sales were 12 percent higher than last year.

During the quarter, the company completed the repatriation of approximately $1.1 billion in cash from Canada. Tax expenses during the quarter were reduced by $32 million as a result of adjustments made to the company’s tax liability associated with the repatriation.

*   *   *

Consolidated Year-End Results

*   *   *

Lafarge North America closed the year in very strong financial condition. Including cash, cash equivalents, and short-term investments of $691.9 million, net debt totaled $84.2 million as of December 31, 2005. Net debt increased by $108.9 million during the twelve months ending December 31, 2005, as a result of higher capital spending and increased stock repurchases.

Outlook

Although visibility is limited this early in the year, the company anticipates overall modest volume growth in 2006 with uneven demand patterns across its regional markets. The company also expects continued favorable pricing in most markets during 2006. An additional cement price increase of approximately $10 per ton in local currency went into effect in U.S. and Canadian markets on January 1, 2006.

Market analysts forecast that energy and freight prices will continue to increase, although at a slower rate than during 2005. The company expects pension and other post-retirement costs to increase by $14 million to $17 million in 2006 compared with 2005. As of January 1, 2006, the company began to expense stock-based compensation in accordance with a new accounting standard and expects this non-cash expense to be between $15 million and $18 million in 2006.

*   *   *

Stock Repurchase Plan

In July 2005, the Board approved a $40 million increase to its previous stock repurchase plan, effective July 26, 2005. Under the expanded plan, the company was authorized to spend up to $100 million to repurchase its common stock through December 31, 2005. During the fourth quarter, the company repurchased 680,340 shares of stock for a total of $38.6 million

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at an average price of $56.80 per share. During the full year of 2005, the company repurchased 1,668,340 shares of stock for a total of $100 million at an average price of $59.94 per share.

On November 4, 2005, the Board approved a share repurchase program that commenced on January 1, 2006, and will expire on December 31, 2006. Under this new program, the company is authorized to repurchase up to $100 million of its common stock from time to time in the market or through privately negotiated transactions.

     41. As disclosed in Lafarge North America’s most recent Form 10-K filed on March 1, 2005, the Company maintains a number of business relationships with the Lafarge Group, controlled by Lafarge S.A., and the Company depends on its relationship with the Lafarge Group for several material aspects of its business. Among other things, Lafarge North America disclosed under “Item 1. Business” of Part 1 of its Form 10-K:

Company Profile

*   *   *

Performance: We combine the global capabilities of the Lafarge Group with our own to manage each of our local businesses through our highly developed, proprietary programs designed to improve performance. Each of our product lines employs a specific, well-documented program designed to drive superior performance and ongoing operating improvements. These programs allow us to use the same systematic management approach at each of our locations, focusing our people on the same priorities and using proven models and management techniques. We strive to focus on customer orientation and competing based on value. Through this approach, we believe we can create additional value for our customers, differentiate our product-service offering, and increase our profitability.

Other Factors

*   *   *

Research and Development Activities. In 2004, we spent $4.1 million in research and development costs, including $3.8 million paid to the Lafarge Group pursuant to agreements we have with them. We have access to the Lafarge Group’s state-of-the-art research and development resources and the Lafarge Group shares with us its new product developments and enhancements for each of our product lines through, in part, agreements

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by which we share certain costs for research and development, strategic planning and marketing. We also conduct cement research and development activities at our laboratory in Montreal, Canada, which we believe is one of the largest private laboratories in the North American cement industry. Also, our subsidiary, Systech, performs research and development focused on increasing utilization of alternative fuels.

*   *   *

Managed Assets

We continue to manage and operate certain U.S. cement, aggregates and concrete businesses owned by the Lafarge Group as a result of its 2001 acquisition of U.K.-based Blue Circle Industries PLC. For managing these businesses we receive $12 million annually plus potential incentives for improving their operating results. As of December 31, 2004, these businesses include 5 fall production cement manufacturing plants, 15 cement terminals, 1 slag grinding facility, 15 aggregate-producing pits and quarries, 100 ready-mixed concrete plants and 10 concrete block plants which we manage in conjunction with our own to maximize the efficiency of our respective operations. Unless terminated at least six months in advance, our agreement to manage these assets renews annually.

We are reimbursed our direct costs and expenses for managing these businesses, as well as for the selling, general and administrative costs allocated to them. We are also reimbursed for payroll and other related costs and expenses we incur associated with the employees who operate the managed assets. If our agreement with Lafarge S.A. to manage these businesses terminates, these employees are to be returned to the employment of the Blue Circle entities and we are to be reimbursed for any cost, expense or financial consequence arising from the structural separation of our respective operations.

     42. Several of the members of the Company’s Board of Directors also have a direct relationship with Lafarge S.A. as disclosed in the most recent Proxy Statement dated March 15, 2005.

BERTRAND P. COLLOMB, Chairman of the Board of the Company and Chairman of the Board of Lafarge S.A. Mr. Collomb, age 62, has served as Chairman of the Board of the Company since January 1989 and as Chairman of the Board of Lafarge S.A. since August 1989. He served as Chief Executive Officer of Lafarge S.A. from August 1989 through May 2003. He served as Vice Chairman of the Board and Chief Operating

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Officer of Lafarge S.A. from January 1989 to August 1989. He was Vice Chairman of the Board and Chief Executive Officer of Lafarge North America Inc. and Senior Executive Vice President of Lafarge S.A. from 1987 until January 1989. Mr. Collomb is also a director of Vivendi Universal, Atco Ltd. and Total Fina Elf, as well as a member of the Supervisory Board of Allianz AG and the Advisory Board of Unilever N.V. Mr. Collomb has served as a director of the Company since 1985.

*   *   *

BERNARD L. KASRIEL, Vice Chairman of the Board of the Company and Vice Chairman and Chief Executive Officer of Lafarge S.A. Mr. Kasriel, age 58, was elected to his current position in May 1996. He has served as Vice Chairman of Lafarge S.A. since January 1995. He served as Chief Operating Officer of Lafarge S.A. from January 1995 through May 2003, when he was appointed Chief Executive Officer of Lafarge S.A. He also served as Managing Director of Lafarge S.A. from 1989 to 1994, Senior Executive Vice President of Lafarge S.A. from 1987 to 1989 and Executive Vice President of Lafarge S.A. from 1982 until March 1987. Mr. Kasriel is also a director of Sonoco Products Company. Mr. Kasriel has served as a director of the Company since 1989.

BRUNO LAFONT, Senior Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. Mr. Lafont, age 48, served as Executive Vice President — Gypsum of Lafarge S.A. from 1998 to May 2003, when he was appointed Chief Operating Officer. From 1995 to 1998, he served as Executive Vice President — Finance of Lafarge S.A. Prior to that, Mr. Lafont served in a variety of financial and managerial positions with Lafarge S.A. after joining Lafarge S.A. in 1983 as an internal auditor. Mr. Lafont has served as a director of the Company since 2003.

*   *   *

ROBERT W. MURDOCH, Corporate Director. Mr. Murdoch, age 63, was formerly President and Chief Executive Officer of the Company from January 1989 to August 1992, President and Chief Executive Officer of Lafarge Canada Inc. from 1985 to 1992, Senior Executive Vice President of Lafarge S.A. from August 1989 to September 1992 and President and Chief Operating Officer of the Company from 1987 to 1989. Mr. Murdoch is also a director of Lafarge S.A., Sierra Systems Group Inc., Lallemand, Inc., and Timberwest Forest Products Corp. Mr. Murdoch has served as a director of the Company since 1987.

*   *   *

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JOHN D. REDFERN, Chairman of the Board of Lafarge Canada Inc. Mr. Redfern has served as Chairman of the Board of Lafarge Canada Inc. since 1984. Mr. Redfern served as Vice Chairman of the Board of the Company from January 1989 to May 1996, as Chairman of the Board of the Company from 1985 until January 1989, as President and Chief Executive Officer of the Company from 1983 until 1985 and as Chief Executive Officer of Lafarge Canada Inc. from 1977 to 1985. Mr. Redfern, age 69, has served as a director of the Company since 1983.

PHILIPPE R. ROLLIER, President and Chief Executive Officer of the Company since May 2001. Mr. Rollier, age 62, served as Regional President of Lafarge S.A. — Central Europe and CIS for Cement, Aggregates and Concrete from 1995 to 2001 and has served as Executive Vice President of Lafarge S.A. since 1999. Mr. Rollier is also a director of Moria S.A. Mr. Rollier has served as a director of the Company since 2001.

MICHEL ROSE, Senior Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. Mr. Rose has served as Senior Executive Vice President of Lafarge S.A. since 1989. Mr. Rose, age 62, served as President and Chief Executive Officer of the Company from September 1992 until September 1996. He served as Chairman and Chief Executive Officer of Orsan S.A., a subsidiary of Lafarge S.A., from 1987 to 1992. Mr. Rose has served as a director of the Company since 1992.

     43. Given the interrelatedness in the operations of the Lafarge Group and Lafarge North America, it is difficult to assess the true operating performance of Lafarge North America.

The Tender Offer

     44. Before the open of the U.S. securities markets on February 6, 2006, Lafarge S.A. issued a press release, announcing that it had delivered to the Board of Directors of Lafarge North America notice of its intention to commence a tender offer for all outstanding shares of common stock of Lafarge North America not owned by Lafarge S.A. or its affiliates.

     45. According to the February 6, 2006, press release, Lafarge S.A. will “offer Lafarge North America shareholders US$75 in cash for each Lafarge North America share they hold”

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(the “Tender Offer”). Lafarge S.A. stated that it “intends to commence the contemplated tender offer within two weeks.”

     46. Defendant Lafont, in his capacity as Lafarge S.A.’s CEO was quoted in the press release promoting the tender offer as a wonderful opportunity for the Lafarge North America shareholders:

“Lafarge’s offer to acquire the minority shares of Lafarge North America represents a unique opportunity for Lafarge North America shareholders to realize the value of their shares at a significant premium to Lafarge North America’s current and recent stock price. The successful completion of our tender offer will also benefit Lafarge and its shareholders.

“This transaction makes strategic sense for Lafarge, because it will enable us to pursue business and growth opportunities in North America even more effectively. It makes operational sense, because it will streamline and accelerate decision-making, free of the complexity of operating through a partially owned, publicly traded subsidiary. And it makes financial sense, because it will enable us to improve the use of free cash flow at Group level and should be immediately accretive to our earnings per share.

“In short, this is a ‘win-win’ transaction for the shareholders, the customers and the employees of both companies,” Bruno Lafont said.

     47. The Tender Offer will be made directly by Lafarge S.A. to the shareholders of Lafarge North America. Included in the transaction, Lafarge S.A. “also offer[s] to purchase outstanding exchangeable preference shares of Lafarge Canada, a subsidiary of Lafarge North America.”

     48. According to the press release from Lafarge S.A., the Tender Offer will be conditioned on “the tender of a majority of the shares not held by Lafarge and its affiliates and the ownership by Lafarge [S.A.] of at least 90% of the outstanding shares.” Lafarge S.A. goes on to say that any shares that are not tendered will “be acquired in a subsequent merger at the same price as the tender offer.”

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     49. Lafarge North America issued a press release later in the day on February 6, 2006, confirming its Board of Director’s receipt of the proposed Tender Offer from Lafarge S.A. The press release indicated that the Board of Directors would review the proposal and make a recommendation to Lafarge North America shareholders; however, there was no mention of the Board forming a Special Committee of board members not affiliated with Lafarge S.A.

     50. On February 7, 2006, the Wall Street Journal ran an article suggesting that because the Company’s stock price was trading above the offering price investors were expecting a higher offer. “In 4 p.m. New York Stock Exchange composite trading yesterday, shares of Lafarge North America jumped $17.89, or 28%, to $82.14, suggesting some investors are looking for a higher offer.” One analyst notes that this is an excellent move for Lafarge S.A. “as it will enable Lafarge to gain full control of one of its best-performing subsidiaries.”

     51. On February 8, 2000, Lafarge North America issued a press release announcing that its Board of Directors had established a Special Committee to review the Lafarge S.A. offer. Among the board members appointed to the Special Committee was John D. Redfern, former CEO and Chairman of Lafarge North America.

     52. The purpose of the tender offer and back-end merger is to enable Lafarge S.A. to acquire one hundred (100%) percent ownership of Lafarge North America and its valuable assets for its own benefit at the expense of Lafarge North America’s public stockholders who, for inadequate consideration, will be deprived of their equity investment and the benefits thereof including, among other things, the expected growth in the Company’s profitability — in light of its continued growth in sales and profits.

     53. The price of $75 per share is unfair and inadequate because:

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a.	Lafarge S.A. dominates and controls the financial, business and corporate affairs of Lafarge North America, and because the Individual Defendants hold executive and director positions within Lafarge North America, defendants are in possession of private corporate information concerning the Company’s assets, businesses and future prospects, and there exists an imbalance and disparity of knowledge and economic power between them and the public stockholders of Lafarge North America which makes it inherently unfair for them to pursue any proposed transaction wherein they will reap disproportionate benefits to the exclusion of other means of maximizing stockholder value;
b.	Lafarge S.A. dominates the voting power of Lafarge North America’s outstanding equity securities, and it is therefore unlikely that any party will make a competing bid to acquire the Company;
c.	The notice letter delivered by Lafarge S.A. to the Board of Directors of Lafarge North America, as described in the February 6, 2006, press release, only stated a willingness by Lafarge S.A. to allow Lafarge North America’s Board of Directors to review the offer and is not an invitation to negotiate;
d.	Over the last 52 weeks, Lafarge North America common stock has traded as high as $70.47 per share, which gives the offer price of $75 per share a mere 6.4% premium. Since the announcement of the Tender Offer, the stock has traded approximately 10% higher than the $75 per share offer

23

	price trading as high as $82.75 on February 6, 2006, giving the offer price zero premium;
e.	Lafarge North America has been trading close to the level of its book value and cash per share, and the offer price of $75 per share does not adequately take into account the significant value of Lafarge North America’s technologies and/or patents; and
f.	The offer price of $75 per share does not adequately reflect the expected growth in the Company’s profitability, in light of its continued growth in sales and profits.

     54. Furthermore, the Company’s Board of Directors lacks independence. The Board of Directors is beholden to Lafarge S.A. because of its control over Lafarge North America. Lafarge S.A. holds approximately 53.2% of the total voting power of Lafarge North America’s outstanding equity securities, and its controlling interest has allowed it to hand-pick the directors and officers of the Company. Additionally, defendants Collomb, Kasriel, Lafont, Murdoch, Redfern, Rollier and Rose are/were also directors, officers and/or affiliates of Lafarge S.A., as described above.

     55. Lafarge North America’s Board of Directors has also been authorizing the Company to repurchase its shares on the open market, perhaps in hopes of paving the road for this tender offer from Lafarge S.A.

     56. Under the circumstances, the Company’s Board cannot be expected to protect the Company’s public shareholders in transactions which benefit Lafarge S.A. at the expense of the Company’s public shareholders, as exemplified by the proposed transaction.

24

     57. As a result of the actions of defendants, plaintiff and the other members of the Class will be damaged in that they have not and will not receive their fair proportion of the value of Lafarge North America’s assets and businesses and will be prevented from obtaining appropriate consideration for their shares of Lafarge North America’s common stock.

     58. Plaintiff and the Class will suffer irreparable damage unless Lafarge S.A. is enjoined from pursuing the Tender Offer.

     59. Plaintiff has no adequate remedy at law.

     WHEREFORE, plaintiff demands judgment as follows:

     (1) declaring this to be a proper class action and certifying plaintiff as the class representative and plaintiffs counsel as class counsel;

     (2) enjoining, preliminarily and permanently, the Tender Offer complained of herein;

     (3) to the extent, if any, that the Tender Offer is consummated prior to the entry of this Court’s final judgment, rescinding the same or awarding the Class rescissory damages;

     (4) directing that defendants pay to plaintiff and the other members of the Class all damages caused to them and account for all profits and any special benefits obtained as a result of their wrongful conduct;

     (5) awarding plaintiff the costs and disbursements of this action, including a reasonable allowance for the fees and expenses of plaintiffs attorneys and expert(s); and

     (6) granting such other further relief as the Court may deem just and proper.

25

	John B. Isbister
	John B. Isbister
	Daniel S. Katz
	TYDINGS & ROSENBERG LLP
	100 East Pratt Street, 26th Floor
	Baltimore, MD 21202
	Telephone: (410) 752-9700
	Fax: (410) 727-5460
	Attorneys for Plaintiff
OF COUNSEL:
Leonard Barrack
Jeffrey W. Golan
William J. Ban
BARRACK, RODOS & BACINE
3300 Two Commerce Square
2001 Market Street
Philadelphia, PA 19103
Tel.: (2l5) 963-0600
Fax: (215) 963-0838

DEMAND FOR JURY TRIAL

     Plaintiff demands a jury trial as to any issues triable of right by a jury.

/s/ John B. Isbister

John B. Isbister

Daniel S. Katz

TYDINGS & ROSENBERG LLP

100 East Pratt Street, 26th Floor

Baltimore, MD 21202

Telephone: (410) 752-9700

Fax: (410) 727-5460

Attorneys for Plaintiff

26

EX-99.(A)(13)

Exhibit (a)(13)

IN THE CIRCUIT COURT OF BALTIMORE CITY, MARYLAND

SAMUEL MAYER
C/o 401 E. Pratt St., #2525
Baltimore, Md. 21202,

on behalf of himself
and all others similarly situated,

Plaintiff,

-against-                               

LAFARGE NORTH AMERICA INC., LAFARGE
S.A., BERTRAND P. COLLOMB, BERNARD
L. KASRIEL, BRUNO LAFONT, MARSHALL
A . COHEN, ROBERT W. MURDOCH, JOHN
D. REDFERN, PHILIPPE R. ROLLIER,
MICHEL ROSE, PHILIPPE P. DAUMAN,
CLAUDINE B. MALONE, BLYTHE J.
McGARVIE, JAMES M. MICALI, BERTIN F.
NADEAU, LAWRENCE M. TANENBAUM, and
GERALD H. TAYLOR,
11 East Chase Street
Baltimore, Md. 21202,

Defendants.

Civil Action
No.

JURY TRIAL DEMANDED

CLASS ACTION COMPLAINT

          Plaintiff, by his undersigned attorneys, for his complaint against defendants, alleges upon information and belief, except as to paragraph 2 hereof, which is alleged upon knowledge, as follows:

          1. Plaintiff brings this action pursuant to Md. Rule 2-231 on his behalf and as a class action on behalf of all persons, other than defendants and those in privity with

defendants, who own the common stock of Lafarge North America Inc. (“LNAI” or the “Company”).

          2. Plaintiff has been the owner of the common stock of LNAI since prior to the transaction herein complained of and continuously to date.

          3. Defendant LNAI is a corporation duly organized and existing under the laws of the State of Maryland with its principal offices located at Herndon, Virginia. LNAI operates as supplier of construction materials in the United States and Canada. The company produces and sells cement, ready-mixed concrete, gypsum wallboard, aggregates, asphalt, and related products and services. It operates in three segments: Aggregates, Concrete, and Asphalt; Cement; and Gypsum. Aggregates, Concrete, and Asphalt segment supplies aggregates, including sand, gravel, and crushed and graded stone; ready-mixed concrete, including concrete specialty mixes, such as Agilia that eliminates the need for vibration and produces an unparalleled surface finish, and Ductal that can bend without breaking; and asphalt for use in the North American construction industries. LNAI was incorporated in 1977. LNAI is majority owned by Lafarge S.A., as of February 5, 2005. As of October 31, 2005, the Company had over 71,736,000 shares of Common Stock and 3,915,000 Exchangeable Preference Shares of subsidiary, Lafarge Canada Inc., stock outstanding. LNAI maintains principal Maryland offices at 11 East Chase Street, Baltimore, Maryland, 21202; as such, all Defendants

identified herein conduct regular business in Baltimore City, Maryland; venue of this action is proper per § 6-201, et seq. of the Maryland Courts & Judicial Proceedings Article.

          4. Defendant Lafarge S.A. a company located at 61, rue des Belles Feuilles, 75116 Paris France, France, beneficially owns approximately 39,493,511 or 52.4% of the shares of the Company. Lafarge S.A., is a party to a Control Option Agreement dated November 1, 2003 with the Company. This agreement is intended to enable Lafarge S.A. to maintain its existing margin of voting control. Through this agreement and unless earlier terminated, Lafarge S.A. has the right until October 31, 2013 to purchase voting securities from the Company whenever the Company issues voting securities. Either the Company or Lafarge S.A. may terminate the agreement before October 31, 2013 by giving the other one year’s notice. Through its worldwide interests, Lafarge S.A. is principally engaged in the manufacture and sale of cement, concrete, aggregates, gypsum products and roofing products.

          5. Defendant Bertrand P. Collomb, (“Collomb”) Chairman of the Board of the Company and Chairman of the Board of Lafarge S.A. Mr. Collomb, has served as Chairman of the Board of the Company since January 1989 and as Chairman of the Board of Lafarge S.A. since August 1989. He served as Chief Executive Officer of Lafarge S.A. from August 1989 through May 2003. He

3

served as Vice Chairman of the Board and Chief Operating Officer of Lafarge S.A. from January 1989 to August 1989. He was vice Chairman of the Board and Chief Executive Officer of Lafarge North America Inc. and Senior Executive Vice President of Lafarge S.A. from 1987 until January 1989. Collomb has served as a director of the Company since 1985.

          6. Defendant Bernard L. Kasriel, (“Kasriel”) Vice Chairman of the Board of the Company and Vice Chairman and Chief Executive Officer of Lafarge S.A. Kasriel was elected to his current position in May 1996. He has served as Vice Chairman of Lafarge S.A. since January 1995. He served as Chief Operating Officer of Lafarge S.A. from January 1995 through May 2003, when he was appointed Chief Executive Officer of Lafarge S.A. He also served as Managing Director of Lafarge S.A. from 1989 to 1994, Senior Executive Vice President of Lafarge S.A. from 1987 to 1989 and Executive Vice President of Lafarge S.A. from 1982 until March 1987. Kasriel is also a director of Sonoco Products Company. Kasriel has served as a director of the Company since 1989.

          7. Defendant Bruno Lafont (“Lafont”) is a director of the Company. He is also Senior Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. Lafont served as Executive Vice President — Gypsum of Lafarge S.A. from 1998 to May 2003, when he was appointed Chief Operating Officer. From

4

1995 to 1998, he served as Executive Vice President — Finance of Lafarge S.A. Prior to that, Lafont served in a variety of financial and managerial positions with Lafarge S.A. after joining Lafarge S.A. in 1983 as an internal auditor. Lafont has served as a director of the Company since 2003.

          8. Defendant Marshall A. Cohen, Counsel, Cassels Brock & Blackwell, Barristers and Solicitors is a director of the Company since October 1996. Cohen is the father-in-law of Tanenbaum’s son.

          9. Defendant Robert W. Murdoch (“Murdoch”) is a director of the Company. Murdoch was formerly President and Chief Executive Officer of the Company from January 1989 to August 1992, President and Chief Executive Officer of Lafarge Canada Inc. from 1985 to 1992, Senior Executive Vice President of Lafarge S.A. from August 1989 to September 1992 and President and Chief Operating Officer of the Company from 1987 to 1989. Mr. Murdoch is also a director of Lafarge S.A., Sierra Systems Group Inc., Lallemand, Inc., and Timberwest Forest Products Corp. Mr. Murdoch has served as a director of the Company since 1987.

          10. Defendant John D. Redfern (“Redfern”), Chairman of the Board of Lafarge Canada Inc. Redfern has served as Chairman of the Board of Lafarge Canada Inc. since 1984. Redfern served as Vice Chairman of the Board of the Company from January 1989 to May l996, as Chairman of the Board of the Company from 1985 until

5

January 1989, as President and Chief Executive Officer of the Company from 1983 until 1985 and as Chief Executive Officer of Lafarge Canada Inc. from 1977 to 1985. Redfern has served as a director of the Company since 1983.

          11. Defendant Philippe R. Rollier (“Rollier”), President and Chief Executive Officer of the Company since May 2001. Rollier served as Regional President of Lafarge S.A. - Central Europe and CIS for Cement, Aggregates and Concrete from 1995 to 2001 and has served as Executive Vice President of Lafarge S.A. since 1999. Rollier is also a director of Moria S.A. Rollier has served as a director of the Company since 2001.

          12. Defendant Michel Rose (“Rose”), Senior Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. Mr. Rose has served as Senior Executive Vice President of Lafarge S.A. since 1989. Mr. Rose, age 62, served as President and Chief Executive Officer of the Company from September 1992 until September 1996. He served as Chairman and Chief Executive Officer of Orsan S.A., a subsidiary of Lafarge S.A., from 1987 to 1992. Rose has served as a director of the Company since 1992.

          13. Defendants Philippe P. Dauman, Claudine B. Malone, Blythe J. Mcgarvie, James M. Micali, Bertin F. Nadeau, Lawrence M. Tanenbaum, and Gerald H. Taylor are and have been at all times relevant hereto directors of the Company.

6

          14. The individual defendants constitute the Board of Directors of LNAI and, by reason of their corporate directorships and executive positions, stand in a fiduciary position relative to the Company’s public shareholders. Their fiduciary duties, at all times relevant herein, required them to exercise their best judgement, and to act in a prudent manner, and in the best interest of the Company’s minority shareholders. Said defendants owe the public shareholders of LNAI the highest duty of good faith, fair dealing, due care, loyalty, and full candid and adequate disclosure.

CLASS ACTION ALLEGATIONS

          15. Plaintiff brings this action on his own behalf and as a class action, pursuant to Maryland Rule 2-231, on behalf of all security holders of the Company (except the defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of the defendants) or their successors in interest, who are or will be threatened with injury arising from defendants’ actions as more fully described herein.

          16. This action is properly maintainable as a class action.

          17. The class is so numerous that joinder of all members is impracticable. As of October 31, 2005, the Company had over 71 million shares of its common stock outstanding.

7

          18. There are questions of law and fact which are common to the class including, inter alia, the following: (a) whether defendants have breached their fiduciary and other common law duties owed them to plaintiff and the members of the class; (b)whether defendants are pursuing a scheme and course of business designed to eliminate the public shareholders of LNAI in violation of the laws of the State of Maryland in order to enrich Lafarge S.A. at the expense and to the detriment of the plaintiff and the other public stockholders who are members of the class; (c) whether the proposed acquisition, hereinafter described, constitutes a breach of the duty of fair dealing with respect to the plaintiff and the other members of the class; and (d) whether the class is entitled to injunctive relief or damages as a result of defendants’ wrongful conduct.

          19. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the class and plaintiff has the same interests as the other members of the class. Plaintiff will fairly and adequately represent of the class.

          20. The prosecution of separate actions by individual members of the class would create the risk of inconsistent or varying adjudications with respect to individual members of the class which would establish incompatible standards of conduct for

8

defendants, or adjudications with respect to individual members of the class which would as a practical matter be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.

          21. Defendants have acted in a manner which affects plaintiff and all members of the class, thereby making appropriate injunctive relief and/or corresponding declaratory relief with respect to the class as a whole.

CLAIM FOR RELIEF

          22. On February 6, 2006, Lafarge S.A., owner of a 53.2% stake in LNAI announced its intention to launch a cash tender offer (the “Offer”) for the remaining 46.8% minority stake it does not own. Lafarge intends to offer LNAI shareholders $75 in cash for each LNAI share they hold. Based on the 35.3 million minority-owned shares and on outstanding options, the Offer represents a total transaction value of US $3.0 billion.

          23. According to the release, the contemplated transaction, which Lafarge S.A. will fund entirely through debt, is expected to be immediately accretive to Lafarge earnings per share.

          24. The release further stated that the Offer will be made directly to the shareholders of LNAI, and Lafarge S.A. intends to commence the contemplated tender offer within two

9

weeks. As part of the transaction, Lafarge will also offer to purchase all outstanding exchangeable preference shares of Lafarge Canada, a subsidiary of LNAI.

          25. Lafarge S.A. currently owns approximately 52% of LNAI. Thus, absent a provision requiring an affirmative vote of a majority of LNAI’s public stockholders, the approval of the proposed LNAI merger is virtually guaranteed.

          26. The proposed transaction serves no legitimate business purpose for LNAI and its public stockholders. The Offer is designed to serve the business purposes of Lafarge S.A. only, without regard to the interests of the public stockholders of LNAI.

          27. Furthermore, the public stockholders of LNAI are not receiving fair value for their LNAI holdings in connection with the Offer. The proposed plan will, for a grossly inadequate consideration, deny plaintiff and the other members of the class their right to share proportionately in the future success of LNAI and its valuable assets, while permitting Lafarge S.A. to reap huge benefits from the transaction.

          28. Moreover, defendants have failed to take those steps necessary to ensure that the Company’s shareholders will receive maximum value for their shares of LNAI stock. Defendants have failed to conduct an active auction or to establish an open

10

bidding process in order to maximize shareholder value in selling the company.

          29. Lafarge S.A. and the Individual Defendants have clear and material conflicts of interest and are acting to better the interests of Lafarge S.A. and themselves at the expense of LNAI’s public stockholders.

          30. As a result of the defendants’ unlawful actions, plaintiff and the other members of the Class will be irreparably harmed in that the nature and value of their investment in LNAI will be compromised for the sole benefit of Lafarge S.A. and its shareholders. Unless the proposed merger is enjoined by the Court, defendants will continue to breach their fiduciary duties owed to plaintiff and the members of the Class, all to the irreparable harm of the members of the Class.

          31. Plaintiff and the other members of the Class have no adequate remedy at law.

Count One

Breach of Fiduciary Duty

          32. All preceding allegations are adopted by reference in this count as is set forth fully herein.

          33. As alleged herein, each Defendant has breached identified fiduciary duties owed to Plaintiff and the members of the proposed class.

11

          34. As a proximate result of such breach(es) of fiduciary duty, Plaintiff and each member of the proposed class has been damaged, as further alleged herein.

     WHEREFORE, plaintiff demands judgment against the defendants jointly and severally, as follows:

          A. declaring this action to be a class action and certifying plaintiff as a class representative;

          B. enjoining, preliminarily and permanently, the offer for acquisition of the LNAI stock owned by plaintiff and the other members of the class under the terms presently proposed;

          C. to the extent, if any, that the transaction or transactions complained of are consummated prior to the entry of this Court’s final judgment, rescinding such transaction or transactions, and granting, inter alia, rescissory damages;

          D. directing that defendants pay to plaintiff and the other members of the class all damages caused to them and account for all profits and any special benefits obtained as a result of their unlawful conduct;

          E. awarding the plaintiff the costs and disbursements of this action, including a reasonable allowance for the fees and expenses of plaintiff’s attorneys and experts; and

          F. granting plaintiff and the other members of the class such other and further relief as may be just and proper.

12

JURY TRIAL DEMAND

     Plaintiff and the proposed class demand a trial by jury on all issues so triable.

February 6, 2006	LAW OFFICES OF CHARLES J. PIVEN, P.A.
	By:	/s/ Marshall N. Perkins
		Charles J. Piven
		Marshall N. Perkins The World Trade Center-Baltimore Suite 2525 401 East Pratt Street Baltimore, Maryland 21202 (410) 332-0030 Attorneys for Plaintiff

OF COUNSEL:

BULL & LIFSHITZ, LLP
18 East 41^st Street
New York, New York 10017
212-213-6222

13

EX-99.(A)(14)

Exhibit (a)(14)

DENNIS RICE,	:	IN THE
48 County Wood Lane	:
Staten Island, NY 10308	:	CIRCUIT COURT
	:
On Behalf of Himself and All Others Similarly Situated,	:	FOR
	:
	:	MONTGOMERY COUNTY
	:
Plaintiff,	:	Case No. 268974
	:
vs.	:
	:
LAFARGE NORTH AMERICA, INC.,	:
MARSHALL A. COHEN, BERTRAND P.	:
COLLUMB, PHILIPPE P. DAUMAN,	:
BERNARD L. M. KASRIEL, BRUNO LAFONT,	:
CLAUDINE B. MALONE, BLYTHE J.	:
MCGARVIE, JAMES M. MICALI, ROBERT W.	:	JURY TRIAL DEMANDED
MURDOCH, BERTIN F. NADEAU, JOHN D.	:
REDFERN, PHILIPPE R. ROLLIER, MICHEL	:
ROSE, LAWERNCE M. TANENBAUM,	:
GERALD H. TAYLOR, and LAFARGE SA.,	:
	:
Service address for all Defendants:	:
11 East Chase Street	:
Baltimore, Maryland 21202	:
Defendants.	:
	:
	:

SHAREHOLDER’S CLASS ACTION COMPLAINT

     Plaintiff, by his attorneys, by his complaint against defendants, alleges upon personal knowledge with respect to paragraph 9, and upon information and belief based, inter alia, upon the investigation of counsel, as to all other allegations herein, as follows:

SUMMARY OF THE ACTION

          1. This is a stockholder class action brought by plaintiff on behalf of the holders of Lafarge North America, Inc. (“Lafarge NA” or the “Company”) to enjoin the proposed acquisition of the publicly owned shares of Lafarge NA common stock by Lafarge S. A. (“Lafarge S.A.” ) as detailed herein (the “Proposed Transaction”).

          2. In pursuing the unlawful plan to sell Lafarge NA for grossly inadequate consideration, each of the defendants violated applicable law by directly breaching and/or aiding the other defendants’ breaches of their fiduciary duties of loyalty, due care, independence, good faith and fair dealing.

          3. In pursuing the unlawful plan to facilitate the acquisition of Lafarge NA, one of the 1argest publically traded construction material providers in North America, to its majority shareholder Lafarge S.A., each of the defendants violated applicable law by directly breaching and/ or aiding the other defendants’ breaches of their fiduciary duties of loyalty, due care, independence, good faith and fair dealing.

          4. In fact, instead of attempting to obtain the highest price reasonably available for Lafarge NA, the individual defendants spent substantial efforts tailoring the structural terms of the Proposed Transaction to meet the specific needs of Lafarge S.A..

          5. In essence, the Proposed Transaction is the product of a hopelessly flawed process that was designed to ensure the sale of Lafarge NA, to its majority shareholder Lafarge S.A. and is not in the best interests of plaintiff and the other public stockholders of Lafarge NA.

PARTIES

          6. Plaintiff Dennis Rice, is, and at all times relevant hereto was, a shareholder of Lafarge NA.

2

          7. Defendant Lafarge NA is a corporation duly organized and existing under the laws of the State of Maryland which, upon information and belief, maintains its principal place of business in the Commonwealth of Virginia and, upon information and belief, carries on a regular business and habitually engages in a vocation in Montgomery County, Maryland. Lafarge NA is North America’s largest diversified supplier of construction materials such as cement and cement-related products, ready-mix concrete, gypsum wallboard, aggregates, asphalt and concrete products. In 2005, net sales exceeded $4.3 billion. Lafarge NA trades on the New York Stock Exchange (“NYSE”) under the symbol LAF.

          8. Defendant Lafarge S.A. is one of the largest building materials manufacturers and suppliers in the world. Lafarge S.A. employs 777,000 people in 75 countries. Lafarge S.A.’s principal business and principal office is 61, Rue, des Belles Feuilles, B.P. 75782 Paris Cedex 16, France.

          9. Defendant Bertrand P. Collomb (“Collomb”) is Chairman of the Board of the Company. He has served in this position as Chairman of the Board since January 1989. Defendant Collomb is also Chairman of Lafarge S.A. and has served in that position since August 1989. Collomb, also served as Chief Executive Officer of Defendant Lafarge S.A. from January 1989 to August 1989.

          10. Defendant Bernard L. M. Kasriel (“Kasriel”) is Vice Chairman of the Board of the Company. Kasriel is also Vice Chairman of the Board of Lafarge S.A. Defendant Kasriel also served as Chief Operating Officer of Lafarge S.A. from 1995 to 2003.

          11. Defendant Bruno Lafont (“Lafont”) is a director of the Company. He is also the Chief Executive Officer of Lafarge S.A. Defendant Lafont also served as Executive Vice

3

President- Gypsum of Lafarge S.A. from 1998 to 2003. Prior to that, he served as Executive Vice President of Finance for Lafarge S.A. from 1995 to 1998.

          12. Defendant Robert W. Murdoch (“Murdoch”) is a director of the Company. Murdoch is also a director of Lafarge S.A. From 1998 to 1992, Defendant Murdoch served as President and Chief Executive Officer of the Company. Prior to that he was president and Chief Executive Officer of Lafarge Canada from 1985 to 1992. He was also Senior Executive Vice President of Lafarge S.A. from 1989 to 1992.

          13. Defendant John D. Redfern (“Redfem”) is a director of the Company. Redfern is also Chairman of Lafarge Canada, a subsidiary of Lafarge NA.

          14. Defendant Philippe R. Rollier (“Rollier”) is a director of the Company. He is also the Company’s President and Chief Executive Officer. Defendant Rollier also served as the Regional President of Lafarge S.A. from 1995 to 2001.

          15. Defendant Michel Rose (“Rose”) is a director of the Company. Rose is also Chief Operating Officer and Co-President of Lafarge S.A. He also served as the Company’s President and Chief Executive Officer from 1992 to 1996. Defendant Rose has also serves as Senior Executive Vice President of Lafarge S.A. since 1989.

          16. Defendants Marshall A. Cohen (“Cohen”), Philippe P. Dauman (“Dauman”), Claudine B. Malone (“Malone”), Blythe J. McGarvie (“McGarvie”), James M. Micali (“Micali”), Bertin F. Nadeau (“Nadeau”), Lawernce M. Tanenbaum (“Tanenbaum”), and Gerald H. Taylor (“Taylor”) are directors of Lafarge NA.

          17. The defendants named in paragraphs 12 through 19 (the “Individual Defendants”) are in a fiduciary relationship with plaintiff and the other public stockholders of Lafarge NA and owe them the highest obligations of good faith and fair dealing.

4

          18. Defendant Lafarge S.A., through its 53.2% stake in Lafarge NA and maintaining a significant makeup of the Company Board of Directors, has majority control of Lafarge NA. As such, defendant Lafarge S.A. is in a fiduciary relationship with plaintiff and the other public stockholders of Lafarge NA and owes them the highest obligations of good faith and fair dealing.

DEFENDANTS’ FIDUCIARY DUTIES

          19. In any situation where the directors of a publicly traded corporation undertake a transaction that will result in either (i) a change in corporate control or (ii) a break-up of the corporation’s assets, the directors have an affirmative fiduciary obligation to obtain the highest value reasonably available for the corporation’s shareholders, and if such transaction will result in a change of corporate control, the shareholders are entitled to receive a significant premium. To diligently comply with these duties, the directors may not take any action that:

               (a) adversely affects the value provided to the corporation’s shareholders;

               (b) will discourage or inhibit alternative offers to purchase control of the corporation or its assets;

               (c) contractually prohibits them from complying with their fiduciary duties;

               (d) will otherwise adversely affect their duty to search and secure the best value reasonably available under the circumstances for the corporation’s shareholders; and/or

               (e) will provide the directors with preferential treatment at the expense of, or separate from, the public shareholders.

          20. In accordance with their duties of loyalty and good faith, the defendants, as directors and/or officers of Lafarge NA, are obligated to refrain from:

               (a) participating in any transaction where the directors’ or officers’ loyalties are divided;

5

               (b) participating in any transaction where the directors or officers receive or are entitled to receive a personal financial benefit not equally shared by the public shareholders of the corporation; and/or

               (c) unjustly enriching themselves at the expense or to the detriment of the public shareholders.

          21. Plaintiff alleges herein that the Individual Defendants, separately and together, in connection with the Proposed Transaction, violated the fiduciary duties owed to plaintiff and the other public shareholders of Lafarge NA, including their duties of loyalty, good faith and independence, insofar as they stood on both sides of the transaction and engaged in self-dealing and obtained for themselves personal benefits, including personal financial benefits not shared equally by plaintiff or the Class.

          22. Because the Individual Defendants have breached their duties of loyalty, good faith and independence in connection with the Proposed Transaction, the burden of proving the inherent or entire fairness of the Proposed Transaction, including all aspects of its negotiation, structure, price and terms, is placed upon the Individual Defendants as a matter of law.

CLASS ACTION ALLEGATIONS

          23. Plaintiff brings this action on his own behalf and as a class action pursuant to Rule 2-231 of the Maryland Rules, on behalf of all holders of Lafarge NA stock who are being and will be harmed by defendants’ actions described below (the “Class”). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any defendants.

          24. This action is properly maintainable as a class action.

6

          25. The Class is so numerous that joinder of all members is impracticable. According to Lafarge NA’s SEC filings, as of October 31, 2005, Lafarge NA had 71,736,000 shares of its common stock outstanding and 3,915,000 of Exchangeable Preference Shares of the Company’s subsidiary, Lafarge Canada, Inc. outstanding.

          26. There are questions of law and fact which are common to the Class and which predominate over questions affecting any individual Class member. The common questions include, inter alia, the following:

               (a) whether defendants have breached their fiduciary duties of undivided loyality, independence or due care with respect to plaintiff and the other members of the Class in connection with the Proposed Transaction;

               (b) whether the Individual Defendants are engaging in self-dealing in connection with the Proposed Transaction;

               (c) whether the Individual Defendants have breached their fiduciary duty to secure and obtain the best price reasonable under the circumstances for the benefit of plaintiff and the other members of the Class in connection with the Proposed Transaction;

               (d) whether the Individual Defendants are unjustly enriching themselves and other insiders or affiliates of Lafarge NA;

               (e) whether defendants have breached any of their other fiduciary duties to plaintiff and the other members of the Class in connection with the Proposed Transaction, including the duties of good faith, diligence, honesty and fair dealing;

               (f) whether the defendants, in bad faith and for improper motives, have impeded or erected barriers to discourage other offers for the Company or its assets; and

7

               (g) whether plaintiff and the other members of the Class would suffer irreparable injury were the transactions complained of herein consummated.

          27. Plaintiffs claims are typical of the claims of the other members of the Class and plaintiff does not have any interests adverse to the Class.

          28. Plaintiff is an adequate representative of the Class, has retained competent counsel experienced in litigation of this nature and will fairly and adequately protect the interests of the Class.

          29. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class which would establish incompatible standards of conduct for the party opposing the Class.

          30. Plaintiff anticipates that there will be no difficulty in the management of this litigation. A class action is superior to other available methods for the fair and efficient adjudication of this controversy.

          31. Defendants have acted on grounds generally applicable to the Class with respect to the matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class as a whole.

THE PROPOSED ACQUISITION

          32. On February 6, 2006, it was announced that Lafarge S.A. offered to acquire all of the outstanding shares of Lafarge NA, or the 46.8% minority stake it does not already own for $75.00 per share cash. The total transaction value is approximately $3.0 billion.

          33. As part of the above-transaction, Lafarge S.A. will also offer to purchase all the outstanding Exchangeable Preference Shares of Lafarge, Canada, a subsidiary of Lafarge NA.

8

SELF-DEALING

          34. By reason of their positions with Lafarge NA, the Individual Defendants are in possession of non-public information concerning the financial condition and prospects of Lafarge NA, and especially the true value and expected increased future value of Lafarge NA and its assets, which they have not disclosed to Lafarge NA’s public stockholders. Moreover, despite their duty to maximize shareholder value, the defendants have clear and material conflicts of interest and are acting to better their own interests at the expense of Lafarge NA’s public
shareholders.

          35. The Proposed Transaction is wrongful, unfair and harmful to Lafarge NA’s public stockholders, and represents an effort by defendants to aggrandize their own financial position and interests at the expense of and to the detriment of Class members.

          36. The self-dealing, conflicts of interest and conduct harmful to the interests of the shareholders result from at least the following:

               (a) The cash value offered to the public shareholders is inadequate;

               (b) It is in Lafarge S.A.’s interest to acquire the Company’s shares at the lowest possible price for the outstanding shares of Lafarge NA common stock. The realizable value from the acquisition of Lafarge NA, North America’s largest supplier of construction materials, is far in excess of the value reflected in the aforementioned per share cash offer; and

               (c) The Lafarge NA Board is fraught with conflicts. It consists of, and is controlled by defendants, who have caused Lafarge NA to agree to the inadequate terms of the Proposed Transaction to deter more lucrative and fair offers for Lafarge NA shareholders.

9

          37. Lafarge S.A.’s offer has the effect of capping the market for Lafarge NA’s stock to facilitate Lafarge S.A.’s plan to obtain the public interest in Lafarge NA as cheaply as possible.

          38. Under the circumstances, the director defendants are obligated to maximize the value of Lafarge NA to the shareholders. The Class members are being deprived of their right to a fair and unbiased process to sell or combine the Company and the opportunity to obtain maximum value and terms for their interests, without preferential treatment to the insiders.

          39. As a result of defendants’ unlawful actions, plaintiff and the other members of the Class will be damaged in that they will not receive their fair portion of the value of Lafarge NA’s assets and business and will be prevented from obtaining the real value of their equity ownership of the Company.

          40. In light of the foregoing, the Individual Defendants must, as their fiduciary obligations require:

• Undertake an appropriate evaluation of Lafarge NA’s worth as an acquisition candidate.

• Act independently so that the interests of Lafarge NA’s public stockholders will be protected, including, but not limited to, the retention of truly independent advisors and /or the appointment of a truly independent Special Committee.

• Adequately ensure that no conflicts of interest exist between defendants’ own interests and their fiduciary obligation to maximize stockholder value or, if such conflicts exist, to ensure that all conflicts be resolved in the best interests of Lafarge NA’s public stockholders.

10

CAUSE OF ACTION

COUNT I
Claim for Breach of Fiduciary Duties

     41. Plaintiff repeats and realleges each allegation set forth herein.

     42. The defendants have violated fiduciary duties of care, loyalty, candor and independence owed to the public shareholders of Lafarge NA and have acted to put their personal interests ahead of the interests of Lafarge NA shareholders.

     43. By the acts, transactions and courses of conduct alleged herein, defendants, individually and acting as a part of a common plan, are attempting to unfairly deprive plaintiff and other members of the Class of the true value of their investment in Lafarge NA.

     44. The Individual Defendants have violated their fiduciary duties by entering into a transaction with Lafarge NA without regard to the fairness of the transaction to Lafarge NA shareholders. Defendant Lafarge NA directly breached and/or aided and abetted the other defendants’ breaches of fiduciary duties owed to plaintiff and the other holders of Lafarge NA stock.

     45. As demonstrated by the allegations above, the defendant directors failed to exercise the care required, and breached their duties of loyalty, good faith, candor and independence owed to the shareholders of Lafarge NA because, among other reasons:

               (a)    they failed to take steps to maximize the value of Lafarge NA to its public shareholders and they took steps to avoid competitive bidding, to cap the price of Lafarge NA stock and to give Lafarge S.A. an unfair advantage, by, among other things, failing to solicit other potential acquirors or alternative transactions;

               (b)    they failed to properly value Lafarge NA; and

11

                    (c)  they ignored or did not protect against the numerous conflicts of interest resulting from the directors’ own interrelationships or connection with the Acquisition.

     46. Because the Individual Defendants dominate and control the business and corporate affairs of Lafarge NA, and are in possession of private corporate information concerning Lafarge NA’s assets (including its actual results which defendants concealed until after the announcement of the acquisition), business and future prospects, there exists an imbalance and disparity of knowledge and economic power between them and the public shareholders of Lafarge NA which makes it inherently unfair for them to pursue any proposed transaction wherein they will reap disproportionate benefits to the exclusion of maximizing stockholder value.

     47. By reason of the foregoing acts, practices and course of conduct, the defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations toward plaintiff and the other members of the Class.

     48. As a result of the actions of defendants, plaintiff and the Class will suffer irreparable injury in that they have not and will not receive their fair portion of the value of Lafarge NA’s assets and businesses and have been and will be prevented from obtaining a fair price for their common stock.

     49. Unless enjoined by this Court, the defendants will continue to breach their fiduciary duties owed to plaintiff and the Class, and may consummate the proposed Acquisition which will exclude the Class from its fair share of Lafarge NA’s valuable assets and businesses, and/or benefit them in the unfair manner complained of herein, all to the irreparable harm of the Class, as aforesaid.

12

     50. Defendants are engaging in self-dealing, are not acting in good faith toward plaintiff and the other members of the Class, and have breached and are breaching their fiduciary duties to the members of the Class.

     51. As a result of the defendants’ unlawful actions, plaintiff and the other members of the Class will be irreparably harmed in that they will not receive their fair portion of the value of Lafarge NA’s assets and business and will be prevented from obtaining the real value of their equity ownership of the Company. Unless the Proposed Transaction is enjoined by the Court, defendants will continue to breach their fiduciary duties owed to plaintiff and the members of the Class; will not engage in arm’s-length negotiations on the Proposed Transaction terms; and will not supply to Lafarge NA’s minority stockholders sufficient information to enable them to cast informed votes on the Proposed Transaction and may consummate the Proposed Transaction, all to the irreparable harm of the members of the Class.

     52. Plaintiff and the members of the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can plaintiff and the Class be fully protected from the immediate and irreparable injury which defendants’ actions threaten to inflict.

PRAYER FOR RELIEF

     WHEREFORE, plaintiff demands preliminary and permanent injunctive relief in his favor and in favor of the Class and against defendants as follows:

               A.    Declaring that this action is properly maintainable as a class action;

               B.    Enjoining defendants, their agents, counsel, employees and all persons acting in concert with them from consummating the Proposed Transaction, unless and until the Company adopts and implements a procedure or process to obtain the highest possible price for shareholders;

13

     C. Directing the Individual Defendants to exercise their fiduciary duties to obtain a transaction which is in the best interests of Lafarge NA’s shareholders until the process for the sale or auction of the Company is completed and the highest possible price is obtained;

     D. Imposition of a constructive trust, in favor of plaintiff, upon any benefits improperly received by defendants as a result of their wrongful conduct;

     E. Awarding plaintiff the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees; and

     F. Granting such other and further equity relief as this Court may deem just and proper.

	Michael A. Stodghill
DATED: February 7, 2006	Patrick C. Smith
	Michael A. Stodghill
	POWERS & FROST, L.L.P.
	One Church Street • Suite 201
	Rockville, Maryland 20850
	(301) 610-9700
	(301) 610-9716
	Attorneys for Plaintiff

Of Counsel:

Nadeem Faruqi, Esq.

Shane Rowley, Esq.

Antonio Vozzolo, Esq.

FARUQI & FARUQI, LLP

320 East 39^th Street

New York, NY 10016

Telephone: 212/983-9330

212/983-9331 (fax)

Attorneys for Plaintiff

14

DEMAND FOR JURY TRIAL

     Pursuant to Maryland Rule 2-325(a), Plaintiff hereby demands a trial by jury on all issues so triable.

	/s/ Michael A. Stodghill
DATED: February 7, 2006	Patrick C. Smith
	Michael A. Stodghill
	POWERS & FROST, L.L.P.
	One Church Street • Suite 201
	Rockville, Maryland 20850
	(301) 610-9700
	(301) 610-9716
	Attorneys for Plaintiff

Of Counsel:

Nadeem Faruqi, Esq.

Shane Rowley, Esq.

Antonio Vozzolo, Esq.

FARUQI & FARUQI, LLP

320 East 39^th Street

New York, NY 10016

Telephone: 212/983-9330

212/983-933l (fax)

Attorneys for Plaintiff

15

EX-99.(A)(15)

Exhibit (a)(15)

LOCAL 66 TRUST FUNDS	*
1600 Walt Whitman Road
Melville, New York 11747	*
Plaintiff,	*
v.	*
LAFARGE NORTH AMERICA, INC.	*
12950 Worldgate Drive, Suite 500		IN THE
Herndon, Virginia 20170	*
Serve on:		CIRCUIT COURT
Resident Agent	*
The Prentice Hall Corporation System		FOR BALTIMORE CITY
11 East Chase Street	*
Baltimore, Maryland 21202		Case No.: 24-c-06-001840
	*
and
	*
LAFARGE S.A.
61 rue des Belles Feuilles BP 40-75782	*
Paris, France Cedex 16
Serve on:	*
Resident Agent of its agent, Lafarge
North America, Inc.:	*
The Prentice Hall Corporation System
11 East Chase Street	*
Baltimore, Maryland 21202
And Serve on:	*
Bertrand P. Collomb,
Chairman of the Board and President	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
and	*
MARSHALL A. COHEN	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
BERTRAND P. COLLOMB	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
	*

1

PHILIPPE P. DAUMAN	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
BERNARD L. KASRIEL	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
BRUNO LAFONT	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
CLAUDINE B. MALONE	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
BLYTHE J. McGARVlE	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
JAMES M. MICALI	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
ROBERT W. MURDOCH	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
BERTIN F. NADEAU	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
JOHN D. REDFERN	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
PHILIPPE R. ROLLER	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*
MICHEL ROSE	*
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170	*

2

LAWRENCE M. TANENBAUM
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170

     Defendants.

CLASS ACTION COMPLAINT

     Plaintiff alleges the following upon information and belief, except for those allegations which pertain to plaintiff, which allegations are based upon personal knowledge:

     1. Plaintiff brings this action on behalf of itself and all other public shareholders of Lafarge North America, Inc. (“Lafarge North America” or the “Company”) who are threatened with the deprivation of the value of their shares of Lafarge North America common stock.

     2. This action seeks, inter alia, to enjoin Lafarge S.A. from acquiring all the shares of Lafarge North America stock that it currently does not own for inadequate consideration. Lafarge S.A. already owns approximately 53.2% of the Company’s outstanding equity securities. Plaintiff also seeks damages in the event the transaction is consummated.

THE PARTIES

     3. Plaintiff has been the owner of shares of the common stock of Lafarge North America since prior to the wrongs herein complained of and continuously to date.

     4. Defendant Lafarge North America is a corporation organized and existing under the laws of the State of Maryland with its principal offices located at 12950 Worldgate Dr., Suite 500, Herndon, Virginia 20170, Lafarge North America is the largest diversified supplier of construction materials in the United States and Canada.

     5. Defendant Lafarge S.A. is a French corporation that is the largest holder of

3

Lafarge North America’s outstanding equity securities, and is the controlling shareholder of Lafarge North America. Specifically, Lafarge S.A. currently, directly and indirectly, owns approximately 40 million shares of Lafarge North America common stock representing approximately 53.2% of the Company’s outstanding equity securities. Defendant Lafarge S.A.’s headquarters are located at 61 rue des Belles Feuilles BP 40 — 75782 Paris Cedex 16. Lafarge S.A. is the parent holding company for the Lafarge Group, which consists of all of the operating subsidiaries of Lafarge S.A.

     6. Defendant Marshall A. Cohen (“Cohen”), is and has been a director of Lafarge North America since 1991. Also, he is and has been an attorney with Cassels, Brock & Blackwell, Barristers and Solicitors since October 1996.

     7. Bertrand P. Collomb (“Collomb”) is and has been Chairman of the Board of the Company and Chairman of the Board of Lafarge S.A. since January 1989 and August 1989, respectively. He served as Chief Executive Officer of Lafarge S.A. from August 1989 through May 2003. He served as Vice Chairman of the Board and Chief Operating Officer of Lafarge S.A. from January 1989 to August 1989. He was Vice Chairman of the Board and Chief Executive Officer of the Company and Senior Executive Vice President of Lafarge S.A. from 1987 until January 1989. Collomb has served as a director of the Company since 1985.

     8. Defendant Philippe P. Dauman (“Dauman”) is and has been a director of Lafarge North America since 1997. He also is and has been the Co-Chairman and Chief Executive Officer of DND Capital Partners, LLC, a private equity firm, since May 2000.

     9, Defendant Bernard L. Kasriel (“Kasriel”) is and has been the Vice Chairman of the Board of the Company since May 1996. He also is and has been Vice Chairman and Chief Executive Officer of Lafarge S.A. since January 1995. He served as Chief Operating Officer of

4

Lafarge S.A. from January 1995 through May 2003, when he was appointed Chief Executive Officer of Lafarge S.A. He also served as Managing Director of Lafarge S.A. from 1989 to 1994, Senior Executive Vice President of Lafarge S.A. from 1987 to 1989 and Executive Vice President of Lafarge S.A. from 1982 until March 1987. Kasriel has served as a director of the Company since 1989.

     10. Defendant Bruno Lafont (“Lafont”) is and has been Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. since May 2003. He served as Executive Vice President— Gypsum of Lafarge S.A. from 1998 to May 2003. From 1995 to 1998, he served as Executive Vice President — Finance of Laferge S.A. Prior to that, Lafont served in a variety of financial and managerial positions with Lafarge S.A. after joining Lafarge S.A. in 1983 as an internal auditor. Lafont has served as a director of the Company since 2003.

     11. Defendant Claudine B. Malone (“Malone”) is and has been a director of the Company since 1994. She also is and has been the President of Financial & Management Consulting, Inc. since 1982.

     12. Defendant Blythe J. McGarvie (“McGarvie”) is and has been a director of Lafarge North America since April 2005. She also serves as President of Leadership for International Finance, a privately held consulting firm where she has served in such capacity since January 2003. From July 1999 to December 2002, Ms. McGarvie was Executive Vice President and Chief Financial Officer of BIC Group, Paris, France and from 1994 to 1999 served as Executive Vice President and Chief Financial Officer of Hannaford Bros. Co., of Portland, Maine.

     13. Defendant James M. Micali (“Micali”) is and has been a director of the Company since April 2005.

     14. Defendant Robert W. Murdoch (“Murdoch”) is and has been the Corporate

5

Director of the Company since August 1992. Mr. Murdoch was formerly President and Chief Executive Officer of the Company from January 1989 to August 1992, President and Chief Executive Officer of Lafarge Canada Inc. (“LCI”) from 1985 to 1992, Senior Executive Vice President of Lafarge S.A. from August 1989 to September 1992 and President and Chief Operating Officer of the Company from 1987 to 1989. Murdoch is also a director of Lafarge S. A. Murdoch has served as a director of the Company since 1987.

     15. Defendant Bertin F. Nadeau (“Nadeau”) is and has been a director of the Company since 1988.

     16. Defendant John D. Redfern (“Redfern”) is and has been a director of the Company since 1983. He is and has been the Chairman of the Board of LCI since 1984. Redfern served as Vice Chairman of the Board of the Company from January 1989 to May 1996, as Chairman of the Board of the Company from 1985 until January 1989, as President and Chief Executive Officer of the Company from 1983 until 1985 and as Chief Executive Officer of LCI from 1977 to 1985.

     17. Defendant Philippe R. Rollier (“Rollier”) is and has been President and Chief Executive Officer of the Company since May 2001. He served as Regional President of Lafarge S.A.— Central Europe and CIS for Cement, Aggregates and Concrete from 1995 to 2001 and has served as Executive Vice President of Lafarge S.A. since 1999. Rollier has served as a director of the Company since 2001.

     18. Defendant Michel Rose (“Rose”) is and has been a director of the Company since 1992. Also, he is and has been Senior Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. since 1989. Rose served as President and Chief Executive Officer of the Company from September 1992 until September 1996. He served as Chairman and Chief

6

Executive Officer of Orsan S.A., a subsidiary of Lafarge S.A., from 1987 to 1992.

     19. Defendant Lawrence M. Tanenbaum (“Tanenbaum”) is and has been a director of the Company since 2001.

     20. Defendants Cohen, Collomb, Dauman, Kasriel, Lafont, Malone, McGarvie, Micali, Murdoch, Nadeau, Redfern, Rollier, Rose, and Tanenbaum are sometimes referred to herein, collectively, as the “Individual Defendants.”

     21. The Individual Defendants, as officers and/or directors of Lafarge North America, stand in a fiduciary position relative to the Company’s public shareholders and owe the public shareholders of the Company the highest duties of good faith, due care and loyalty.

     22. Lafarge S.A., as controlling shareholder of the Company, owes a fiduciary duty to the Company’s public shareholders not to use its controlling position to wrongfully benefit itself at the public shareholders’ expense.

CLASS ACTION ALLEGATIONS

     23. Plaintiff brings this action as a class action, pursuant to Maryland Court Rule 2- 231, on behalf of all public stockholders of the Company (except defendants herein and any person, firm, trust, corporation, or other entity related to, or affiliated with, any of the defendants) and their successors in interest, who are or will be threatened with injury arising from defendants’ actions as more fully described herein (the “Class”).

     24. This action is properly maintainable as a class action.

     25. The Class is so numerous that joinder of all members is impracticable. There are approximately 33.3 million shares of the Company’s common stock in the public float owned by hundreds, if not thousands, of holders. The holders of these shares are geographically dispersed throughout the United States.

7

     26. There are questions of law and fact which are common to the Class including, inter alia, the following:

a.	whether the proposed transaction is unfair to the Class:
b.	whether plaintiff and the other members of the Class would be irreparably damaged were the transaction complained of herein consummated;
c.	whether defendants have breached their fiduciary and other common law duties owed by them to plaintiff and the other members of the Class; and
d.	whether the Class is entitled to injunctive relief and/or damages as a result of the wrongful conduct committed by defendants.

     27. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of the plaintiff are typical of the claim of other members of the Class and plaintiff has the same interests as the other members of the Class. Plaintiff will fairly and adequately represent the Class.

     28. Defendants have acted in a manner which affects plaintiff and all members of the Class alike, thereby making appropriate injunctive relief and/or corresponding declaratory relief with respect to the Class as a whole.

     29. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class, which would establish incompatible standards of conduct for defendants, or adjudications with respect to individual members of the Class which would, as a practical matter, be dispositive of the interests of other members or substantially impair or impede their ability to protect their interests.

8

SUBSTANTIVE ALLEGATIONS

Background

     30. Lafarge North America is the largest diversified supplier of construction materials in the U.S. and Canada. The Company produces and sells cement, ready-mixed concrete, gypsum wallboard, aggregates, asphalt, and related products and services. Its products are used in residential, commercial and public works construction projects across North America.

     31. Lafarge North America is part of the Lafarge Group, headed by Lafarge S. A., which held approximately 53 percent of the Company’s common stock on January 31, 2005. The Lafarge Group is the global leader in building materials with top-ranking positions in cement, aggregates, concrete, roofing and gypsum. In addition to the Company’s own operations, it also manages, for a fee, a number of U.S. cement, aggregates and concrete businesses owned by the Lafarge Group under terms set forth in a management agreement that was entered into during 2001.

     32. Lafarge S.A. entered the North American cement market in 1956 when it built a cement plant in British Columbia, Canada. In 1970, LCI, part of the Lafarge Group, acquired Canada Cement Company, then already the largest cement producer in Canada. In 1974, the company entered the U.S. market, and became the second largest U.S. cement producer by 1981 when it acquired General Portland Inc. A corporate reorganization in 1983 established Lafarge North America as the parent of these operations in Canada and the U.S. In the same year, the Company completed its initial public offering of common stock. Since 1983, the Company has expanded its cement, concrete, aggregates and asphalt operations throughout the U.S. and Canada, added gypsum to its product mix, and achieved an impressive record of growth mainly through acquisitions.

9

     33. In July of 2000 the Board of Directors approved the first in a series of stock repurchase plans. The plan approved on July 25, 2000, authorized Lafarge North America and its subsidiary, LCI, to spend up to $100 million to repurchase the Company’s and LCI’s stock over the following 18 months. Under this plan the Company repurchased approximately 3.4 million shares of its common stock.

     34. On May 7, 2003, the Board of Directors of Lafarge North America authorized another stock repurchase plan that would expire in December of 2004. Under this program, the Company was allowed “to buy back up to $50 million of [its] Common Stock from time to time on the market or through privately negotiated transactions. For the year ended December 31, 2004, [the Company] repurchased approximately 1.1 million shares of Common Stock at an average cost of $46.65 per share.”

     35. In November of 2004 the Company’s Board of Directors authorized another stock repurchase program to take effect on January 1, 2005. Under the new plan, “the [C]ompany, at management’s discretion, is authorized to spend up to $60 million to repurchase its common stock from time to time in the market or through privately negotiated transactions through December 31, 2005.”

     36. In its Form 10-K for the year ended December 31, 2004, Lafarge North America reported strong sales and earnings:

This was a record year for us in sales and earnings. Our operating results benefited from stronger economic fundamentals as well as good operating performance. Sustained construction activity in both the U.S. and Canada, helped by robust economic growth and continued low interest rates, led to strong demand levels in most of our markets. In addition, favorable weather both at the beginning and end of the year resulted in strong volumes in the first and fourth quarters, typically low seasons in the construction business. Pricing trends continued to be positive, and successful price increases in most of our product lines were achieved in

10

   the majority of our markets.

* * *

	Net income from continuing operations in 2004 was $295.5 million, or $3.86 per diluted share, including several unusual items that contributed a net benefit of $0.03 per diluted share. These unusual items included a tax benefit of $6.3 million ($0.08 per diluted share), interest income of $4.9 million ($3.2 million after taxes or $0.04 per diluted share) associated with an income tax receivable partially offset by legal expenses of $10.6 million ($6.9 million after taxes or $0.09 per diluted share) related to settled litigation in our cement segment. The results of the year compare with an income of $217.4 million, or $2.93 per diluted share in 2003 which included a gain of $31.2 million ($18.9 million after taxes or $0.25 per diluted share) from the sale of one of our cement terminals, partially offset by $7.6 million ($0.10 per diluted share) associated with provincial tax changes legislated in both Ontario and Alberta as well as the higher tax rate applicable to the sale of the Detroit cement terminal.
	We closed the year in strong financial condition. At the end of the year, total debt net of cash, cash equivalents and short-term investments was negative $24.7 million compared with positive $17.9 million in 2003. Our total debt was $827.3 million as of December 31, 2004 compared with $717.2 million at the end of 2003. Cash, cash equivalents and short-term investments were $852 million at the end of the year compared to $699.2 million at the end of 2003. Reported cash flow from operations was $331 million compared with the $406 million in 2003, reflecting our decision to make additional cash contributions in 2004 to pre-fund certain pension plans (reducing the comparative cash flows by approximately $48 million) and decreasing the amount of securitized receivable financing (reducing the comparative cash flows by approximately $87 million).
37.	On April 26, 2005, Lafarge North America reported its 2005 first quarter earnings:
	Lafarge North America Inc., the leading supplier of construction materials in the U.S. and Canada, today reported a first-quarter net loss of $188.5 million, or $2.51 per share diluted. Excluding a previously announced one-time tax charge of $115.7 million, or $1.54 per share diluted, associated with the company’s decision to repatriate $1.1 billion of cash from the company’s Canadian subsidiary, the net loss during the quarter was $72.8 million, or $0.97 per share diluted. The results compare with a first quarter 2004 net loss of $70.8 million, or $0.96 per share diluted.
	Every year, Lafarge North America normally reports a loss in the first quarter because its business activity slows during the winter months. On average, only about 15 percent of the company’s annual sales are realized during the first three months of the year. In addition, the company

11

performs most of its major plant maintenance during this time.

“We expect the strong market conditions we experienced last year to continue in 2005, and we increased spending this quarter to prepare our aggregates and cement facilities in anticipation of higher sales,” said Philippe Rollier, president and chief executive officer of Lafarge North America. “We believe these actions will allow us to better serve our customers and take advantage of the favorable market environment in the coming months.”

Consolidated net sales were $577 million, up 13 percent over the same period in 2004. Excluding a favorable Canadian exchange rate effect, net sales were 10 percent higher than last year. U.S. net sales increased 18 percent compared with last year, while Canadian sales increased 7 percent in local currency. The strengthening of the Canadian dollar negatively affected operating income during the quarter by $4.7 million, or $0.04 per share diluted.

***

Stock Repurchase Plan

In November 2004, the Board approved a new stock repurchase plan that took effect on January 1, 2005. Under the new plan, the company, at management’s discretion, is authorized to spend up to $60 million to repurchase its common stock from time to time in the market or through privately negotiated transactions through December 31, 2005. During the first quarter 2005, the company repurchased 66,000 shares of stock for a total of $4 million at an average price of $60.47 per share.

     38. On July 26,2005, Lafarge reported its 2005 second quarter earnings, again touting that its operating income and sales had increased compared its second quarter results in 2004:

Lafarge North America Inc., the leading supplier of construction materials in the U.S. and Canada, today reported second-quarter 2005 net income of $142.9 million, or $1.81 per share diluted. During the quarter, the company adjusted the tax liability associated with its repatriation of cash to the U.S. from Canada in response to new guidance issued by the Internal Revenue Service, resulting in a credit of $12.9 million, or $0.17 per share diluted. Excluding the effect of this item, net income for the quarter was $1.64 per share diluted, compared with adjusted net income of $1.36 per share diluted in the second quarter of 2004 (see table below for reconciliation).

Operating income for the quarter was $208.2 million, up $40 million, or 24 percent, compared with the year-ago quarter as continued

12

strong volumes in most markets and higher prices in all product lines positively affected earnings. The strengthening of the Canadian dollar contributed $6.4 million to operating income during the quarter. However, diesel, gas and coal costs were $13.3 million higher in the quarter compared with the same period a year ago.

“As we had anticipated, we had exceptionally strong sales this quarter— in fact, demand for cement exceeded the record levels established last year,” said Philippe Rollier, president and chief executive officer of Lafarge North America, “Prices during the quarter were also favorable, and our market outlook for the balance of the year is optimistic. Although we are facing cost pressures and stretching our production and distribution capabilities to meet higher demand, our results this quarter were excellent, and we will continue to do whatever is necessary to meet the needs of our customers.”

Consolidated net sales were up 19 percent over last year to $1.17 billion. Excluding the favorable Canadian exchange rate effect, net sales were 15 percent higher than last year. U.S. net sales increased 19 percent compared with last year, while Canadian sales increased 9 percent in local currency.

     In the same press release, Lafarge North America reported that the stock repurchase plan that the Board of Directors had authorized in November of 2004 would be expanded:

Stock Repurchase Plan Expanded

In November 2004, the Board of Directors approved a stock repurchase plan that took effect on January 1, 2005. Under the plan, the company, at management’s discretion, was authorized to spend up to $60 million to repurchase its common stock from time to time in the market or through privately negotiated transactions through December 31, 2005. During the first half of 2005, the company repurchased 572,000 shares of stock at an average price of $59.05 per share for a total of $33.8 million.

At its meeting today, the Board of Directors approved a $40 million increase in the current stock repurchase plan to take effect on July 26, 2005. Under the expanded plan, the company is authorized to spend up to $100 million to repurchase its common stock through December 31, 2005.

     39.  On November 7, 2005, Lafarge North America released its 2005 third quarter earnings boasting of sales increases for the quarter and year to date:

Lafarge North America Inc., the leading supplier of construction materials

13

in the U.S. and Canada, today reported third-quarter 2005 net income of $172.1 million, or $2.17 per share diluted, compared with net income of $165.6 million, or $2.16 per share diluted in the third quarter 2004. The results for the third quarter 2004 include $2.3 million, or $0.02 per share diluted, related to litigation expenses from a settled case in our cement segment (see table below for reconciliation).

Operating income for the quarter was $278.5 million, up $12.3 million, or 5 percent, compared with the year-ago quarter, reflecting the contribution of higher prices in all product lines and continued strong performance in the gypsum segment. The strengthening of the Canadian dollar contributed $11 million to operating income during the quarter. Increased energy prices negatively affected operating income by $19.4 million during the quarter compared with the same period last year. Increased production costs, the impact of Hurricane Katrina, and softness in several markets held back growth in operating income during the quarter. Selling, general and administrative expenses were also higher, reflecting planned investments in an Enterprise Resource Planning system that will allow the company to manage its operations more efficiently across its many locations.

“Our volumes year-to-date remain ahead of 2004 record levels, although demand in some markets was weaker during the quarter,” said Philippe Rollier, president and chief executive officer of Lafarge North America. “Increased inflation, reduced cement plant production, and weather disruptions offset the gains we wanted to achieve this quarter. However, our pricing performance continues to be strong, and we expect to deliver strong earnings growth this year.”

Consolidated net sales during the quarter were $1.4 billion, up 12 percent over record sales in the same quarter last year. Excluding the favorable Canadian exchange rate effect, net sales were 8 percent higher than the same period last year.

     In this earnings release, the Company also reported that another stock repurchase plan would be implemented at the expiration of the 2005 plan:

Stock Repurchase Plan

In July 2005, the Board approved a $40 million increase to its previous stock repurchase plan, effective July 26, 2005. Under the expanded plan, the company is authorized to spend up to $100 million to repurchase its common stock through December 31, 2005. During the first nine months of 2005, the company repurchased 988,000 shares of stock for a total of $61.4 million at an average price of $62.10 per share.

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On November 4, 2005, the Board approved a share repurchase program to commence on January 1, 2006, and expire on December 31, 2006. Under this new program, the company is authorized to repurchase up to $100 million of its common stock from time to time in the market or through privately negotiated transactions.

     40. On January 31, 2006, Lafarge North America released its 2005 fourth quarter and year end earnings with increases in both sales and operating income for the quarter and year end:

Lafarge North America, the leading supplier of construction materials in the U.S. and Canada, today reported net income in the fourth quarter of $144.6 million, or $1.84 per share diluted. These results include a tax credit of $32 million, or $0.41 cents per share diluted, associated with the repatriation of cash from Canada to the U.S. Excluding this credit, fourth-quarter 2005 earnings were $1.43 per share diluted, up 20 percent compared with $1.19 per share diluted on a comparable basis in the year-ago quarter (see table below for reconciliation).

“We are pleased with the strong finish of our cement segment, the solid pricing gains made in all of our product lines and the continued excellent performance of our gypsum business,” said Philippe Rollier, president and chief executive officer. “We again delivered significant year-over-year earnings growth, despite the challenges posed by substantial energy cost increases and disparities across the markets we serve in North America.”

The strengthening of the Canadian dollar contributed approximately $4.1 million to operating income during the quarter. Net sales for the quarter were up 14 percent to $1.1 billion. Excluding the strengthening of the Canadian dollar, net sales were 12 percent higher than last year.

During the quarter, the company completed the repatriation of approximately $1.1 billion in cash from Canada. Tax expenses during the quarter were reduced by $32 million as a result of adjustments made to the company’s tax liability associated with the repatriation.

***

     Consolidated Year-End Results

***

Lafarge North America closed the year in very strong financial condition. Including cash, cash equivalents, and short-term investments of $691.9

15

million, net debt totaled $84.2 million as of December 31, 2005. Net debt increased by $108.9 million during the twelve months ending December 31, 2005, as a result of higher capital spending and increased stock repurchases.

Outlook

Although visibility is limited this early in the year, the company anticipates overall modest volume growth in 2006 with uneven demand patterns across its regional markets. The company also expects continued favorable pricing in most markets during 2006. An additional cement price increase of approximately $10 per ton in local currency went into effect in U.S. and Canadian markets on January 1,2006.

Market analysts forecast that energy and freight prices will continue to increase, although at a slower rate than during 2005. The company expects pension and other post-retirement costs to increase by $14 million to $17 million in 2006 compared with 2005. As of January 1, 2006, the company began to expense stock-based compensation in accordance with a new accounting standard and expects this non-cash expense to be between $15 million and $18 million in 2006.

***

Stock Repurchase Plan

In July 2005, the Board approved a $40 million increase to its previous stock repurchase plan, effective July 26, 2005. Under the expanded plan, the company was authorized to spend up to $100 million to repurchase its common stock through December 31, 2005. During the fourth quarter, the company repurchased 680,340 shares of stock for a total of $38.6 million at an average price of $56.80 per share. During the full year of 2005, the company repurchased 1,668,340 shares of stock for a total of $100 million at an average price of $59.94 per share.

On November 4, 2005, the Board approved a share repurchase program that commenced on January 1, 2006, and will expire on December 31, 2006. Under this new program, the company is authorized to repurchase up to $100 million of its common stock from time to time in the market or through privately negotiated transactions.

     41. As disclosed in Lafarge North America’s most recent Form 10-K filed on March 1, 2005, the Company maintains a number of business relationships with the Lafarge Group,

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controlled by Lafarge S.A., and the Company depends on its relationship with the Lafarge Group for several material aspects of its business. Among other things, Lafarge North America disclosed under “Item 1. Business” of Part 1 of its Form 10-K:

Company Profile

***

Performance: We combine the global capabilities of the Lafarge Group with our own to manage each of our local businesses through our highly developed, proprietary programs designed to improve performance. Each of our product lines employs a specific, well-documented program designed to drive superior performance and ongoing operating improvements. These programs allow us to use the same systematic management approach at each of our locations, focusing our people on the same priorities and using proven models and management techniques. We strive to focus on customer orientation and competing based on value. Through this approach, we believe we can create additional value for our customers, differentiate our product-service offering, and increase our profitability.

Other Factors

***

Research and Development Activities. In 2004, we spent $4.1 million in research and development costs, including $3.8 million paid to the Lafarge Group pursuant to agreements we have with them. We have access to the Lafarge Group’s state-of-the-art research and development resources and the Lafarge Group shares with us its new product developments and enhancements for each of our product lines through, in part, agreements by which we share certain costs for research and development, strategic planning and marketing. We also conduct cement research and development activities at our laboratory in Montreal, Canada, which we believe is one of the largest private laboratories in the North American cement industry. Also, our subsidiary, Systech, performs research and development focused on increasing utilization of alternative fuels.

***

Managed Assets

We continue to manage and operate certain U.S. cement, aggregates and concrete businesses owned by the Lafarge Group as a result of its 2001 acquisition of U.K.-based Blue Circle Industries PLC. For managing these businesses we receive $12 million annually plus potential incentives for improving their operating results. As of December 31, 2004, these businesses include 5 full production cement manufacturing plants, 15 cement terminals, 1 slag grinding facility, 15 aggregate-producing pits and quarries, 100 ready-mixed concrete plants and 10 concrete block plants which we manage in conjunction with our own to maximize the

17

efficiency of our respective operations. Unless terminated at least six months in advance, our agreement to manage these assets renews annually.

We are reimbursed our direct costs and expenses for managing these businesses, as well as for the selling, general and administrative costs allocated to them. We are also reimbursed for payroll and other related costs and expenses we incur associated with the employees who operate the managed assets. If our agreement with Lafarge S.A. to manage these businesses terminates, these employees are to be returned to the employment of the Blue Circle entities and we are to be reimbursed for any cost, expense or financial consequence arising from the structural separation of our respective operations.

          42. Several of the members of the Company’s Board of Directors also have a direct relationship with Lafarge S.A. as disclosed in the most recent Proxy Statement dated March 15, 2005:

BERTRAND P. COLLOMB, Chairman of the Board of the Company and Chairman of the Board of Lafarge S.A. Mr. Collomb, age 62, has served as Chairman of the Board of the Company since January 1989 and as Chairman of the Board of Lafarge S.A. since August 1989. He served as Chief Executive Officer of Lafarge S.A. from August 1989 through May 2003. He served as Vice Chairman of the Board and Chief Operating Officer of Lafarge S.A. from January 1989 to August 1989. He was Vice Chairman of the Board and Chief Executive Officer of Lafarge North America Inc. and Senior Executive Vice President of Lafarge S.A. from 1987 until January 1989. Mr. Collomb is also a director of Vivendi Universal, Atco Ltd. and Total Fina Elf, as well as a member of the Supervisory Board of Allianz AG and the Advisory Board of Unilever N.V. Mr. Collomb has served as a director of the Company since 1985.

***

BERNARD L. KASRIEL, Vice Chairman of the Board of the Company and Vice Chairman and Chief Executive Officer of Lafarge S.A. Mr. Kasriel, age 58, was elected to his current position in May 1996. He has served as Vice Chairman of Lafarge S.A. since January 1995. He served as Chief Operating Officer of Lafarge S,A. from January 1995 through May 2003, when he was appointed Chief Executive Officer of Lafarge S.A. He also served as Managing Director of Lafarge S.A. from 1989 to 1994, Senior Executive Vice President of Lafarge S.A. from 1987 to 1989 and Executive Vice President of Lafarge S.A. from 1982 until March 1987. Mr. Kasriel is also a director of Sonoco Products Company. Mr. Kasriel has served as a director of the Company since 1989.

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BRUNO LAFONT, Senior Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. Mr. Lafont, age 48, served as Executive Vice President—Gypsum of Lafarge S.A. from 1998 to May 2003, when he was appointed Chief Operating Officer. From 1995 to 1998, he served as Executive Vice President —Finance of Lafarge S.A. Prior to that, Mr. Lafont served in a variety of financial and managerial positions with Lafarge S.A. after joining Lafarge S,A. in 1983 as an internal auditor. Mr. Lafont has served as a director of the Company since 2003.

***

ROBERT W. MURDOCH, Corporate Director. Mr. Murdoch, age 63, was formerly President and Chief Executive Officer of the Company from January 1989 to August 1992, President and Chief Executive Officer of Lafarge Canada Inc. from 1985 to 1992, Senior Executive Vice President of Lafarge S.A. from August 1989 to September 1992 and President and Chief Operating Officer of the Company from 1987 to 1989. Mr. Murdoch is also a director of Lafarge S.A., Sierra Systems Group Inc., Lallemand, Inc., and Timberwest Forest Products Corp. Mr. Murdoch has served as a director of the Company since 1987.

***

JOHN D. REDFERN, Chairman of the Board of Lafarge Canada Inc. Mr. Redfem has served as Chairman of the Board of Lafarge Canada Inc. since 1984. Mr. Redfern served as Vice Chairman of the Board of the Company from January 1989 to May 1996, as Chairman of the Board of the Company from 1985 until January 1989, as President and Chief Executive Officer of the Company from 1983 until 1985 and as Chief Executive Officer of Lafarge Canada Inc. from 1977 to 1985. Mr. Redfern, age 69, has served as a director of the Company since 1983.

PHILIPPE R. ROLLIER, President and Chief Executive Officer of the Company since May 2001. Mr. Rollier, age 62, served as Regional President of Lafarge S.A. — Central Europe and CIS for Cement, Aggregates and Concrete from 1995 to 2001 and has served as Executive Vice President of Lafarge S.A. since 1999. Mr. Rollier is also a director of Moria S.A. Mr. Rollier has served as a director of the Company since 2001.

MICHEL ROSE, Senior Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. Mr. Rose has served as Senior Executive Vice President of Lafarge S.A. since 1989. Mr. Rose, age 62, served as President and Chief Executive Officer of the Company from September 1992 until September 1996. He served as Chairman and Chief Executive Officer of Orsan S.A., a subsidiary of Lafarge S.A., from 1987 to 1992. Mr. Rose has served as a director of the Company since 1992.

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     43. Given the interrelatedness in the operations of the Lafarge Group and Lafarge North America, it is difficult to assess the true operating performance of Lafarge North America

The Tender Offer

     44. Before the open of the U.S. securities markets on February 6, 2006, Lafarge S.A. issued a press release, announcing that it had delivered to the Board of Directors of Lafarge North America notice of its intention to commence a tender offer for all outstanding shares of common stock of Lafarge North America not owned by Lafarge S.A. or its affiliates,

     45. According to the February 6, 2006, press release, Lafarge S.A. will “offer Lafarge North America shareholders US$75 in cash for each Lafarge North America share they hold” (the “Tender Offer”). Lafarge S.A. stated that it “intends to commence the contemplated tender offer within two weeks.”

     46. Defendant Lafont, in his capacity as Lafarge S.A.’s CEO was quoted in the press release promoting the tender offer as a wonderful opportunity for the Lafarge North America shareholders:

“Lafarge’s offer to acquire the minority shares of Lafarge North America represents a unique opportunity for Lafarge North America shareholders to realize the value of their shares at a significant premium to Lafarge North America’s current and recent stock price. The successful completion of our tender offer will also benefit Lafarge and its shareholders.

“This transaction makes strategic sense for Lafarge, because it will enable us to pursue business and growth opportunities in North America even more effectively. It makes operational sense, because it will streamline and accelerate decision-making, free of the complexity of operating through a partially owned, publicly traded subsidiary, And it makes financial sense, because it will enable us to improve the use of free cash flow at Group level and should be immediately accretive to our earnings per share.

“In short, this is a ‘win-win’ transaction for the shareholders, the

20

customers and the employees of both companies,” Bruno Lafont said.

     47. The Tender Offer will be made directly by Lafarge S.A. to the shareholders of Lafarge North America. Included in the transaction, Lafarge S.A. “also offer[s] to purchase outstanding exchangeable preference shares of Lafarge Canada, a subsidiary of Lafarge North America,”

     48. According to the press release from Lafarge S.A., the Tender Offer will be conditioned on “the tender of a majority of the shares not held by Lafarge and its affiliates and the ownership by Lafarge [S.A.] of at least 90% of the outstanding shares.” Lafarge S.A. goes on to say that any shares that are not tendered will “be acquired in a subsequent merger at the same price as the tender offer.”

     49. Lafarge North America issued a press release later in the day on February 6, 2006, confirming its Board of Director’s receipt of the proposed Tender Offer from Lafarge S.A.. The press release indicated that the Board of Directors would review the proposal and make a recommendation to Lafarge North America shareholders, however, there was no mention at this time of the Board forming a Special Committee of board members not affiliated with Lafarge S.A..

     50. On February 7, 2006, the Wall Street Journal ran an article suggesting that because the Company’s stock price was trading above the offering price investors were expecting a higher offer: “In 4 p.m. New York Stock Exchange composite trading yesterday, shares of Lafarge North America jumped $17.89, or 28%, to $82.14, suggesting some investors are looking for a higher offer.” One analyst notes that this is an excellent move for the Lafarge S.A. “as it will enable Lafarge to gain full control of one of its best-performing subsidiaries.”

     51. On February 8, 2006, Lafarge North America issued a press release announcing

21

the formation of a committee of directors to consider the Tender Offer. According to the press release, “The committee is made up of directors unaffiliated with Lafarge SA.”

     52. The purpose of the tender offer and back-end merger is to enable Lafarge S.A. to acquire one hundred (100%) percent ownership of Lafarge North America and its valuable assets for its own benefit at the expense of Lafarge North America’s public stockholders who, for inadequate consideration, will be deprived of their equity investment and the benefits thereof including, among other things, the expected growth in the Company’s profitability — in light of its continued growth in sales and profits.

     53. The price of $75 per share is unfair and inadequate because:

a.	Lafarge S.A. dominates and controls the financial, business and corporate affairs of Lafarge North America, and because the Individual Defendants hold executive and director positions within Lafarge North America, defendants are in possession of private corporate information concerning the Company’s assets, businesses and future prospects, there exists an imbalance and disparity of knowledge and economic power between them and the public stockholders of Lafarge North America which makes it inherently unfair for them to pursue any proposed transaction wherein they will reap disproportionate benefits to the exclusion of other means of maximizing stockholder value;
b.	Lafarge S.A. dominates the voting power of Lafarge North America’s outstanding equity securities; therefore, it is unlikely that any party will make a competing bid to acquire the Company;
c.	The notice letter delivered by Lafarge S.A. to the Board of Directors of

22

Lafarge North America, as described in the February 6, 2006, press release, only stated a willingness by Lafarge S.A. to allow Lafarge North America’s Board of Directors to review the offer and is not an invitation to negotiate;

d.	Over the last 52 weeks, Lafarge North America common stock has traded as high as $70.47 per share, which gives the offer price of $75 per share a mere 6.4% premium. Since the announcement of the Tender Offer, the stock has traded approximately 10% higher than the $75 per share offer price trading as high as $82.75 on February 6, 2006, giving the offer price zero premium;
e.	Lafarge North America has been trading close to the level of its book value and cash per share, and the offer price of $75 per share does not adequately take into account the significant value of Lafarge North America’s technologies and/or patents; and
f.	The offer price of $75 per share does not adequately reflect the expected growth in the Company’s profitability, in light of its continued growth in sales and profits.

     54. Furthermore, the Company’s Board of Directors lacks independence. The Board of Directors is beholden to Lafarge S.A. because of its control over Lafarge North America. Lafarge S.A. holds approximately 53.2% of the total voting power of Lafarge North America’s outstanding equity securities, and its controlling interest has allowed it to hand-pick the directors and officers of the Company. Additionally, defendants Collomb, Kasriel, Lafont, Murdoch, Redfern, Rollier and Rose are/were also directors, officers and/or affiliates of Lafarge S.A., as

23

described above.

     55. Lafarge North America’s Board of Directors has also been authorizing the Company to repurchase its shares on the open market, perhaps in hopes of paving the road for this tender offer from Lafarge S.A..

     56. Under the circumstances, the Company’s Board cannot be expected to protect the Company’s public shareholders in transactions which benefit Lafarge S.A. at the expense of the Company’s public shareholders, as exemplified by the proposed transaction.

     57. As a result of the actions of defendants, plaintiff and the other members of the Class will be damaged in that they have not and will not receive their fair proportion of the value of Lafarge North America’s assets and businesses and will be prevented from obtaining appropriate consideration for their shares of Lafarge North America’s common stock.

     58. Plaintiff and the Class will suffer irreparable damage unless Lafarge S.A. is enjoined from pursuing the Tender Offer.

     59. Plaintiff has no adequate remedy at law.

     WHEREFORE, plaintiff demands judgment as follows:

     (1) declaring this to be a proper class action and certifying plaintiff as the class representative and plaintiff’s counsel as class counsel;

     (2) enjoining, preliminarily and permanently, the Tender Offer complained of herein;

     (3) to the extent, if any, that the Tender Offer is consummated prior to the entry of this Court’s final judgment, rescinding the same or awarding the Class rescissory damages;

     (4) directing that defendants pay to plaintiff and the other members of the Class all damages caused to them and account for all profits and any special benefits obtained as a result of their wrongful conduct;

24

     (5) awarding plaintiff the costs and disbursements of this action, including a reasonable allowance for the fees and expenses of plaintiff’s attorneys and expert(s); and

     (6) granting such other further relief as the Court may deem just and proper.

	/s/ Daniel S. Katz
	John B. Isbister
	Daniel S. Katz Tydings & Rosenberg LLP
	100 East Pratt Street, 26th Floor
	Baltimore, MD 21202
	Telephone: (410) 752-9700 Fax: (410) 727-5460
	Attorneys for Plaintiff
OF COUNSEL:
WOLF POPPER LLP
845 Third Avenue
New York, NY 10022
(212) 759-4600

DEMAND FOR JURY TRIAL

     Plaintiff demands a jury trial as to any issues triable of right by a jury.

/s/ Daniel S. Katz

John B. Isbister

Daniel S. Katz

Tydings & Rosenberg LLP

100 East Pratt Street, 26th Floor

Baltimore, MD 21202

Telephone: (410) 752-9700

Fax: (410)727-5460

Attorneys for Plaintiff

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EX-99.(A)(16)

Exhibit (a)(16)

ALAN KAHN, C/O 54 Buckingham Road			: :	IN THE
Tenafly, NJ 07670			: :
			: : : :	CIRCUIT COURT
On Behalf of Himself and All Others Similarly Situated,			: :	FOR
			:
			: :	MONTGOMERY COUNTY
			:
			:
		Plaintiff,	:	Case No.
	vs.		:
			:
			:
LAFARGE NORTH AMERICA, INC.,			:
MARSHALL A. COHEN, BERTRAND P.			:
COLLUMB, PHILIPPE P. DAUMAN,			:
BERNARD L. M. KASRIEL, BRUNO LAFONT,			:
CLAUDINE B. MALONE, BLYTHE J.			:
MCGARVIE, JAMES M. MICALI, ROBERT W.			:	JURY TRIAL DEMANDED
MURDOCH, BERTIN F. NADEAU, JOHN D.			:
REDFERN, PHILIPPE R. ROLLIER, MICHEL			:
ROSE, LAWERNCE M. TANENBAUM,			:
GERALD H. TAYLOR, and LAFARGE SA .,			: :
Service address for all Defendants:			:
11 East Chase Street			:
Baltimore, Maryland 21202			:
		Defendants.	:
			:

SHAREHOLDER’S CLASS ACTION COMPLAINT

     Plaintiff, by his attorneys, by his complaint against defendants, alleges upon personal knowledge with respect to paragraph 9, and upon information and belief based, inter alia, upon the investigation of counsel, as to all other allegations herein, as follows:

SUMMARY OF THE ACTION

     1. This is a stockholder class action brought by plaintiff on behalf of the holders of Lafarge North America, Inc. (“Lafarge NA” or the “Company”) to enjoin the proposed acquisition of the publicly owned shares of Lafarge NA common stock by Lafarge S. A. (“Lafarge S.A. ) as detailed herein (the “Proposed Transaction”).

     2. In pursuing the unlawful plan to sell Lafarge NA for grossly inadequate consideration, each of the defendants violated applicable law by directly breaching and/or aiding the other defendants’ breaches of their fiduciary duties of loyalty, due care, independence, good faith and fair dealing.

     3. In pursuing the unlawful plan to facilitate the acquisition of Lafarge NA, one of the largest publically traded construction material providers in North America, to its majority shareholder Lafarge S.A,, each of the defendants violated applicable law by directly breaching and/or aiding the other defendants’ breaches of their fiduciary duties of loyalty, due care, independence, good faith and fair dealing.

     4. In fact, instead of attempting to obtain the highest price reasonably available for Lafarge NA, the individual defendants spent substantial efforts tailoring the structural terms of the Proposed Transaction to meet the specific needs of Lafarge S.A..

     5. In essence, the Proposed Transaction is the product of a hopelessly flawed process that was designed to ensure the sale of Lafarge NA, to its majority shareholder Lafarge S.A. and is not in the best interests of plaintiff and the other public stockholders of Lafarge NA.

PARTIES

     6. Plaintiff Alan Kahn, is, and at all times relevant hereto was, a shareholder of Lafarge NA.

2

     7. Defendant Lafarge NA is a corporation duly organized and existing under the laws of the State of Maryland which, upon information and belief, maintains its principal place of business in the Commonwealth of Virginia and, upon information and belief, carries on a regular business and habitually engages in a vocation in Montgomery County, Maryland. Lafarge NA is North America’s largest diversified supplier of construction materials such as cement and cement-related products, ready-mix concrete, gypsum wallboard, aggregates, asphalt and concrete products. In 2005, net sales exceeded $4.3 billion. Lafarge NA trades on the New York Stock Exchange (“NYSE”) under the symbol LAF.

     8. Defendant Lafarge S.A. is one of the largest building materials manufacturers and suppliers in the world. Lafarge S.A. employs 777,000 people in 75 countries. Lafarge S.A.’s principal business and principal office is 61, Rue, des Belles Feuilles, B.P. 75782 Paris Cedex 16, France.

     9. Defendant Bertrand P. Collomb (“Collomb”) is Chairman of the Board of the Company. He has served in this position as Chairman of the Board since January 1989. Defendant Collomb is also Chairman of Lafarge S.A. and has served in that position since August 1989. Collomb, also served as Chief Executive Officer of Defendant Lafarge S.A. from January 1989 to August 1989.

     10. Defendant Bernard L. M. Kasriel (“Kasriel”) is Vice Chairman of the Board of the Company. Kasriel is also Vice Chairman of the Board of Lafarge S.A. Defendant Kasriel also served as Chief Operating Officer of Lafarge S.A. from 1995 to 2003.

     11. Defendant Bruno Lafont (“Lafont”) is a director of the Company. He is also the Chief Executive Officer of Lafarge S.A. Defendant Lafont also served as Executive Vice

3

President— Gypsum of Lafarge S.A. from 1998 to 2003. Prior to that, he served as Executive Vice President of Finance for Lafarge S.A. from 1995 to 1998.

     12. Defendant Robert W. Murdoch (“Murdoch”) is a director of the Company. Murdoch is also a director of Lafarge S.A. From 1998 to 1992, Defendant Murdoch served as President and Chief Executive Officer of the Company. Prior to that he was president and Chief Executive Officer of Lafarge Canada from 1985 to 1992. He was also Senior Executive Vice President of Lafarge S.A. from 1989 to 1992.

     13. Defendant John D. Redfern (“Redfern”) is a director of the Company. Redfern is also Chairman of Lafarge Canada, a subsidiary of Lafarge NA.

     14. Defendant Philippe R. Rollier (“Rollier”) is a director of the Company. He is also the Company’s President and Chief Executive Officer. Defendant Rollier also served as the Regional President of Lafarge S.A. from 1995 to 2001.

     15. Defendant Michel Rose (“Rose”) is a director of the Company. Rose is also Chief Operating Officer and Co-President of Lafarge S.A. He also served as the Company’s President and Chief Executive Officer from 1992 to 1996. Defendant Rose has also serves as Senior Executive Vice President of Lafarge S.A. since 1989.

     16. Defendants Marshall A. Cohen (“Cohen”), Philippe P. Dauman (“Dauman”), Claudine B. Malone (“Malone”), Blythe J. McGarvie (“McGarvie”), James M. Micali (“Micali”), Bertin F. Nadeau (“Nadeau”), Lawernce M. Tanenbaum (“Tanenbaum”), and Gerald H. Taylor (“Taylor”) are directors of Lafarge NA.

     17. The defendants named in paragraphs 9 through 16 (the “Individual Defendants”) are in a fiduciary relationship with plaintiff and the other public stockholders of Lafarge NA and owe them the highest obligations of good faith and fair dealing.

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     18. Defendant Lafarge S.A., through its 53.2% stake in Lafarge NA and maintaining a significant makeup of the Company Board of Directors, has majority control of Lafarge NA. As such, defendant Lafarge S.A. is in a fiduciary relationship with plaintiff and the other public stockholders of Lafarge NA and owes them the highest obligations of good faith and fair dealing.

DEFENDANTS’ FIDUCIARY DUTIES

     19. In any situation where the directors of a publicly traded corporation undertake a transaction that will result in either (i) a change in corporate control or (ii) a break-up of the corporation’s assets, the directors have an affirmative fiduciary obligation to obtain the highest value reasonably available for the corporation’s shareholders, and if such transaction will result in a change of corporate control, the shareholders are entitled to receive a significant premium. To diligently comply with these duties, the directors may not take any action that:

          (a) adversely affects the value provided to the corporation’s shareholders;

          (b) will discourage or inhibit alternative offers to purchase control of the corporation or its assets;

          (c) contractually prohibits them from complying with their fiduciary duties;

          (d) will otherwise adversely affect their duty to search and secure the best value reasonably available under the circumstances for the corporation’s shareholders; and/or

          (e) will provide the directors with preferential treatment at the expense of, or separate from, the public shareholders.

     20. In accordance with their duties of loyalty and good faith, the defendants, as directors and/or officers of Lafarge NA, are obligated to refrain from:

          (a) participating in any transaction where the directors’ or officers’ loyalties are divided;

5

          (b) participating in any transaction where the directors or officers receive or are entitled to receive a personal financial benefit not equally shared by the public shareholders of the corporation; and/or

          (c) unjustly enriching themselves at the expense or to the detriment of the public shareholders.

     21. Plaintiff alleges herein that the Individual Defendants, separately and together, in connection with the Proposed Transaction, violated the fiduciary duties owed to plaintiff and the other public shareholders of Lafarge NA, including their duties of loyalty, good faith and
independence, insofar as they stood on both sides of the transaction and engaged in self-dealing and obtained for themselves personal benefits, including personal financial benefits not shared equally by plaintiff or the Class.

     22. Because the Individual Defendants have breached their duties of loyalty, good faith and independence in connection with the Proposed Transaction, the burden of proving the inherent or entire fairness of the Proposed Transaction, including all aspects of its negotiation, structure, price and terms, is placed upon the Individual Defendants as a matter of law.

CLASS ACTION ALLEGATIONS

     23. Plaintiff brings this action on his own behalf and as a class action pursuant to Rule 2-231 of the Maryland Rules, on behalf of all holders of Lafarge NA stock who are being and will beharmed by defendants’ actions described below (the “Class”). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any defendants.

     24. This action is properly maintainable as a class action.

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     25. The Class is so numerous that joinder of all members is impracticable. According to Lafarge NA’s SEC filings, as of October 31, 2005, Lafarge NA had 71,736,000 shares of its common stock outstanding and 3,915,000 of Exchangeable Preference Shares of the Company’s subsidiary, Lafarge Canada, Inc. outstanding.

     26. There are questions of law and fact which are common to the Class and which predominate over questions affecting any individual Class member. The common questions include, inter alia, the following:

          (a) whether defendants have breached their fiduciary duties of undivided loyalty, independence or due care with respect to plaintiff and the other members of the Class in connection with the Proposed Transaction;

          (b) whether the Individual Defendants are engaging in self-dealing in connection with the Proposed Transaction;

          (c) whether the Individual Defendants have breached their fiduciary duty to secure and obtain the best price reasonable under the circumstances for the benefit of plaintiff and the other members of the Class in connection with the Proposed Transaction;

          (d) whether the Individual Defendants are unjustly enriching themselves and other insiders or affiliates of Lafarge NA;

          (e) whether defendants have breached any of their other fiduciary duties to plaintiff and the other members of the Class in connection with the Proposed Transaction, including the duties of good faith, diligence, honesty and fair dealing;

          (f) whether the defendants, in bad faith and for improper motives, have impeded or erected barriers to discourage other offers for the Company or its assets; and

7

          (g) whether plaintiff and the other members of the Class would suffer irreparable injury were the transactions complained of herein consummated.

     27. Plaintiff’s claims are typical of the claims of the other members of the Class and plaintiff does not have any interests adverse to the Class.

     28. Plaintiff is an adequate representative of the Class, has retained competent counsel experienced in litigation of this nature and will fairly and adequately protect the interests of the Class.

     29. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class which would establish incompatible standards of conduct for the party opposing the Class.

     30. Plaintiff anticipates that there will be no difficulty in the management of this litigation. A class action is superior to other available methods for the fair and efficient adjudication of this controversy.

     31. Defendants have acted on grounds generally applicable to the Class with respect to the matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class as a whole.

THE PROPOSED ACQUISITION

     32. On February 6, 2006, it was announced that Lafarge S.A. offered to acquire all of the outstanding shares of Lafarge NA, or the 46.8% minority stake it does not already own for $75.00 per share cash. The total transaction value is approximately $3.0 billion.

     33. As part of the above-transaction, Lafarge S.A. will also offer to purchase all the outstanding Exchangeable Preference Shares of Lafarge, Canada, a subsidiary of Lafarge NA.

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SELF-DEALING

     34. By reason of their positions with Lafarge NA, the Individual Defendants are in possession of non-public information concerning the financial condition and prospects of Lafarge NA, and especially the true value and expected increased future value of Lafarge NA and its assets, which they have not disclosed to Lafarge NA’s public stockholders. Moreover, despite their duty to maximize shareholder value, the defendants have clear and material conflicts of interest and are acting to better their own interests at the expense of Lafarge NA’s public
shareholders.

     35. The Proposed Transaction is wrongful, unfair and harmful to Lafarge NA’s public stockholders, and represents an effort by defendants to aggrandize their own financial position and interests at the expense of and to the detriment of Class members.

     36. The self-dealing, conflicts of interest and conduct harmful to the interests of the shareholders result from at least the following:

          (a) The cash value offered to the public shareholders is inadequate;

          (b) It is in Lafarge S.A.’s interest to acquire the Company’s shares at the lowest possible price for the outstanding shares of Lafarge NA common stock. The realizable value from the acquisition of Lafarge NA, North America’s largest supplier of construction materials, is far in excess of the value reflected in the aforementioned per share cash offer; and

          (c) The Lafarge NA Board is fraught with conflicts. It consists of, and is controlled by defendants, who have caused Lafarge NA to agree to the inadequate terms of the Proposed Transaction to deter more lucrative and fair offers for Lafarge NA shareholders.

9

     37. Lafarge S.A.’s offer has the effect of capping the market for Lafarge NA’s stock to facilitate Lafarge S.A.’s plan to obtain the public interest in Lafarge NA as cheaply as possible.

     38. Under the circumstances, the director defendants are obligated to maximize the value of Lafarge NA to the shareholders. The Class members are being deprived of their right to a fair and unbiased process to sell or combine the Company and the opportunity to obtain
maximum value and terms for their interests, without preferential treatment to the insiders.

     39. As a result of defendants’ unlawful actions, plaintiff and the other members of the Class will be damaged in that they will not receive their fair portion of the value of Lafarge NA’s assets and business and will be prevented from obtaining the real value of their equity ownership of the Company.

     40. In light of the foregoing, the Individual Defendants must, as their fiduciary obligations require:

• Undertake an appropriate evaluation of Lafarge NA’s worth as an acquisition candidate.

• Act independently so that the interests of Lafarge NA’s public stockholders will be protected, including, but not limited to, the retention of truly independent advisors and/or the appointment of a truly independent Special Committee.

• Adequately ensure that no conflicts of interest exist between defendants’ own interests and their fiduciary obligation to maximize stockholder value or, if such conflicts exist, to ensure that all conflicts be resolved in the best interests of Lafarge NA’s public stockholders.

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CAUSE OF ACTION

COUNT I

Claim for Breach of Fiduciary Duties

     41. Plaintiff repeats and realleges each allegation set forth herein.

     42. The defendants have violated fiduciary duties of care, loyalty, candor and independence owed to the public shareholders of Lafarge NA and have acted to put their personal interests ahead of the interests of Lafarge NA shareholders.

     43. By the acts, transactions and courses of conduct alleged herein, defendants, individually and acting as a part of a common plan, are attempting to unfairly deprive plaintiff and other members of the Class of the true value of their investment in Lafarge NA.

     44. The Individual Defendants have violated their fiduciary duties by entering into a transaction with Lafarge NA without regard to the fairness of the transaction to Lafarge NA shareholders. Defendant Lafarge NA directly breached and/or aided and abetted the other defendants’ breaches of fiduciary duties owed to plaintiff and the other holders of Lafarge NA stock.

     45. As demonstrated by the allegations above, the defendant directors failed to exercise the care required, and breached their duties of loyalty, good faith, candor and independence owed to the shareholders of Lafarge NA because, among other reasons:

          (a) they failed to take steps to maximize the value of Lafarge NA to its public shareholders and they took steps to avoid competitive bidding, to cap the price of Lafarge NA stock and to give Lafarge S.A. an unfair advantage, by, among other things, failing to solicit other potential acquirors or alternative transactions;

          (b) they failed to properly value Lafarge NA; and

11

          (c) they ignored or did not protect against the numerous conflicts of interest resulting from the directors’ own interrelationships or connection with the Acquisition.

     46. Because the Individual Defendants dominate and control the business and corporate affairs of Lafarge NA, and are in possession of private corporate information concerning Lafarge NA’s assets (including its actual results which defendants concealed until after the announcement of the acquisition), business and future prospects, there exists an imbalance and disparity of knowledge and economic power between them and the public shareholders of Lafarge NA which makes it inherently unfair for them to pursue any proposed transaction wherein they will reap disproportionate benefits to the exclusion of maximizing stockholder value.

     47. By reason of the foregoing acts, practices and course of conduct, the defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations toward plaintiff and the other members of the Class.

     48. As a result of the actions of defendants, plaintiff and the Class will suffer irreparable injury in that they have not and will not receive their fair portion of the value of Lafarge NA’s assets and businesses and have been and will be prevented from obtaining a fair price for their common stock.

     49. Unless enjoined by this Court, the defendants will continue to breach their fiduciary duties owed to plaintiff and the Class, and may consummate the proposed Acquisition which will exclude the Class from its fair share of Lafarge NA’s valuable assets and businesses, and/or benefit them in the unfair manner complained of herein, all to the irreparable harm of the Class, as aforesaid.

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     50. Defendants are engaging in self-dealing, are not acting in good faith toward plaintiff and the other members of the Class, and have breached and are breaching their fiduciary duties to the members of the Class.

     51. As a result of the defendants’ unlawful actions, plaintiff and the other members of the Class will be irreparably harmed in that they will not receive their fair portion of the value of Lafarge NA’s assets and business and will be prevented from obtaining the real value of their equity ownership of the Company. Unless the Proposed Transaction is enjoined by the Court, defendants will continue to breach their fiduciary duties owed to plaintiff and the members of the Class; will not engage in arm’s-length negotiations on the Proposed Transaction terms; and will not supply to Lafarge NA’s minority stockholders sufficient information to enable them to cast informed votes on the Proposed Transaction and may consummate the Proposed Transaction, all to the irreparable harm of the members of the Class.

     52. Plaintiff and the members of the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can plaintiff and the Class be fully protected from the immediate and irreparable injury which defendants’ actions threaten to inflict.

PRAYER FOR RELIEF

     WHEREFORE, plaintiff demands preliminary and permanent injunctive relief in his favor and in favor of the Class and against defendants as follows:

     A. Declaring that this action is properly maintainable as a class action;

     B. Enjoining defendants, their agents, counsel, employees and all persons acting in concert with them from consummating the Proposed Transaction, unless and until the Company adopts and implements a procedure or process to obtain the highest possible price for shareholders;

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     C. Directing the Individual Defendants to exercise their fiduciary duties to obtain a transaction which is in the best interests of Lafarge NA’s shareholders until the process for the sale or auction of the Company is completed and the highest possible price is obtained;

     D. Imposition of a constructive trust, in favor of plaintiff, upon any benefits improperly received by defendants as a result of their wrongful conduct;

     E. Awarding plaintiff the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees; and

     F. Granting such other and further equity relief as this Court may deem just and proper.

DATED: February 14, 2006	/s/ Michael A. Stodghill
	Patrick C. Smith
	Michael A. Stodghill
	POWERS & FROST, L.L.P.
	One Church Street • Suite 201
	Rockville, Maryland 20850
	(301) 610-9700 (301) 610-9716
	Attorneys for Plaintiff

Of Counsel:

GARDY & NOTIS
12 Vista Court
Pleasantville, NY 10570
Telephone: 917/620-8643

Attorneys for Plaintiff

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DEMAND FOR JURY TRIAL

     Pursuant to Maryland Rule 2-325(a), Plaintiff hereby demands a trial by jury on all issues so triable.

DATED: February 14, 2006	/s/ Michael A. Stodghill
	Patrick C. Smith
	Michael A. Stodghill
	POWERS & FROST, L.L.P.
	One Church Street • Suite 201
	Rockville, Maryland 20850
	(301) 610-9700 (301) 610-9716
	Attorneys for Plaintiff

Of Counsel:

GARDY & NOTIS
12 Vista Court
Pleasantville, NY 10570
Telephone: (917) 620-8643

Attorneys for Plaintiff

15

EX-99.(A)(17)

Exhibit (a)(17)

IN THE CIRCUIT COURT OF BALTIMORE CITY, MARYLAND

LEOCADIA PRAWDZIK,
122 Franklin St.
Hazleton, PA 18201,

on behalf of herself and all
others similarly situated,	Civil Action
	No. :

	Plaintiff,
v.

	CLASS ACTION COMPLAINT
MARSHALL COHEN, BERTRAND P. COLLUMB,
PHILLIPE P. DAUMAN, BERNARD KASRIEL,
BRUNO LAFONT, CLAUDINE B. MALONE,	JURY TRIAL DEMANDED
BLYTHE J. McGARVIE, BERTIN F. NADEAU,
ROBERT W. MURDOCH, JAMES M. MICALI,
MICHEL ROSE, PHILLIP R. ROLLIER,
LAWRENCE M. TANENBAUM, GERALD
TAYLOR, LAFARGE S.A., and
LAFARGE NORTH AMERICA, INC.,
[address for all Defendants:]
11 East Chase Street
Baltimore, Maryland 21202,

Defendants.

     Plaintiff, by her undersigned attorneys, alleges upon personal knowledge as to her own acts and upon information and belief as to all other matters, as follows:

NATURE OF THE ACTION

     1. Plaintiff brings this action individually and as a class action pursuant to Md. Rule 2-231 on behalf of all persons,

other than Defendants and those in privity with Defendants, who own the securities of Lafarge North America, Inc. (“Lafarge America” or the “Company”) and who are similarly situated (the “Class”), for injunctive and other relief. Plaintiff seeks injunctive relief herein, inter alia, to enjoin the implementation of a tender offer whereby Lafarge America’s majority stockholder, Defendant Lafarge S.A. (“LAFP”) will purchase all outstanding shares of the Company for $75 per share. LAFP owns approximately 53% of Lafarge America’s stock, and will thereby increasing its ownership and squeezing out the public shareholders at an inadequate price. Alternatively, in the event that the proposed tender offer is completed, Plaintiff seeks to recover damages caused by the breach of fiduciary duties owed by the Defendants.

     2. The offer is being advanced through unfair procedures and the consideration offered is an unfair price and does not constitute a maximization of stockholder value for the public shareholders. The proposed price is designed to benefit LAFP, along with Defendants Bertrand P. Collumb, Bernard L. Kasriel, Bruno Lafont, Robert W. Murdoch, Phillipe R. Rollier, and Michel Rose, all of whom are affiliated with LAFP, to the detriment of Lafarge America’s public stockholders.

     3. Further, Defendants have breached their fiduciary duties owed to Lafarge America’s public stockholders to take all

2 

necessary steps to ensure that the stockholders will receive the maximum value realizable for their shares in any acquisition of the Company’s assets.

THE PARTIES

     4. Plaintiff Leocadia Prawdzik is and, at all relevant times, has been the owner of shares of Lafarge America common stock.

     5. Defendant Lafarge America is a corporation organized under the laws of Maryland with its principal executive offices located at 12950 Worldgate Drive, Suite 600, Herndon, Virginia 20170. Lafarge America is the U.S. and Canada’s largest diversified supplier of construction materials such as cement and cement-related products, ready-mixed concrete, gypsum wallboard, aggregates, asphalt and concrete products. The Company’s materials are used in residential, commercial, institutional and public works construction across the U.S. and Canada. In 2005, Lafarge America’s net sales exceeded $4.3 billion. Lafarge America’s stock trades on the New York stock Exchange under the ticker symbol “LAF”. Lafarge America maintains principal Maryland offices at 11 East Chase Street, Baltimore, Maryland, 21202. Venue of this action is thus proper pursuant to §6-201 et seq. of the Maryland Courts and Judicial Proceedings Article.

3

     6. Defendant LAFP is a French corporation with principal offices located at 61 Rue des Belles Feuilles, BP 40 -75782; Paris Cedex 16, France. LAFP describes itself as “the world leader in building materials, holds top-ranking positions in all four of its divisions: Cement, Aggregates & Concrete, Roofing and Gypsum. “ LAFP is a party to a Control Option Agreement dated November 1, 2003 with Lafarge America. Under this agreement and unless earlier terminated, LAFP has the right until October 31, 2013 to purchase voting securities from the Company whenever Lafarge America issues voting securities. Either Lafarge America or LAFP may terminate the agreement before October 31, 2013 by giving one year’s notice. LAFP beneficially owns or controls approximately 39,493,511, or 52.4% of Lafarge America’s shares. Thus LAFP, as majority shareholder of Lafarge America, is in a fiduciary relationship with Plaintiff and the Class and owes them the highest obligations of full and candid disclosure, good faith, and fair dealing.

     7. Defendant Bertrand P. Collumb has been at all times relevant hereto a Director and Chairman of Lafarge America. Collumb is also Chairman of LAFP’s Board. Further, Collumb has, at various times, served as Vice Chairman, Chief Executive Officer, and Senior Executive Vice President of LAFP.

4

     8. Defendant Bernard L. Kasriel, has been at all times relevant hereto a Director and Vice Chairman of Lafarge America. Kasriel is also Vice Chairman and a Director of LAFP. Further, Kasriel has, at various times, served as LAFP’s Chief Operating Officer, Managing Director, Senior Executive Vice President, and Vice President.

     9. Defendant Bruno Lafont is a Director of LaFarge America. Lafont is also the Chief Executive Officer of LAFP. Further, Lafont has, at various times, served as Chief Operating Officer, Executive Vice President — Finance and other financial and managerial positions at LAFP.

     10. Defendant Robert W. Murdoch has been at all times relevant hereto a Director of Lafarge America. Murdoch was formerly President and Chief Executive Officer of the Company. Murdoch is also a Director of LAFP, and served as a Senior Executive Vice President of LAFP.

     11. Defendant Phillips R. Rollier has been at all times relevant hereto served as President, Chief Executive Officer, and a Director of Lafarge America. Rollier also served as a Regional President of LAFP.

     12. Defendant Michel Rose has been at all times relevant hereto served as a Director of Lafarge America. Rose is also a Senior Executive Vice President and Co-Chief Operating Officer of

5

LAFP, Rose formerly served as Lafarge America’s President and Chief Executive Officer. Further, Rose served as Chairman and Chief Executive Officer of LAFP’s subsidiary, Orsan, S.A.

     13. Defendants Marshall A. Cohen, Phillipe P. Dauman, Claudine B. Malone, Blythe J. McGarvie, James M. Micali, Bertin F. Nadeau, Lawrence M. Tannenbaum, and Gerald H. Taylor are and were, at all relevant times, Directors of Lafarge America.

     14. The individuals described in paragraphs 7 through 13 are referred to as the “Individual Defendants.” Defendants Collumb, Kasriel, Lafont, Murdoch, Rollier, and Rose are occasionally referred to herein as the “LAFP Affiliated Defendants.”

     15. Because of their positions as Officers/Directors, the Individual Defendants owe fiduciary duties of loyalty, good faith, fair dealing, and due care to Plaintiff and the other members of the Class.

     16. Each Defendant herein is sued individually as a conspirator, as well as in his/her capacity as an Officer, Director and/or controlling shareholder of the Company, and the liability of each arises from the fact that each Defendant has engaged in all or part of the unlawful acts, plans, schemes, or transactions complained of herein.

6

CLASS ACTION ALLEGATIONS

     17. Plaintiff brings this action on her own behalf and as a class action pursuant to Maryland Rule 2-231, on behalf of all stockholders of the Company, except Defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of the Defendants, or any of the Company’s principal stockholders, who will be threatened with injury arising from Defendants’ actions as is described more fully below.

     18. This action is properly maintainable as a class action.

     19. The Class is so numerous that joinder of all members is impracticable. As of February 18, 2005, Lafarge America had approximately 71,350,238 million shares of common stock outstanding, approximately 3.4 million which are not controlled by LAFP. There are hundreds of record and beneficial stockholders.

     20. There are questions of law and fact common to the Class including, inter alia, whether:

(i) Defendants have breached and will continue to breach their fiduciary and other common law duties owed by them to Plaintiff and the members of the Class; and

7

(ii) Plaintiff and the other members of the Class would be irreparably damaged by the wrongs complained of herein.

     21. Plaintiff is committed to prosecuting the action and has retained competent counsel experienced in litigation of this nature. Plaintiff’s claims are typical of the claims of the other members of the Class and Plaintiff has the same interests as the other members of the Class. Plaintiff is an adequate representative of the Class.

     22. The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications with respect to individual members of the Class which would establish incompatible standards of conduct for Defendants, or adjudications with respect to individual members of the class which would as a practical matter be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.

     23. The Defendants have acted, or refused to act, on grounds generally applicable to, and causing injury to, the Class and, therefore, preliminary and final injunctive relief on behalf of the Class as a whole is appropriate.

8

SUBSTANTIVE ALLEGATIONS

     24. On February 6, 2002, Reuters, along with other news media, reported that LAFP had announced its intention to commence a tender offer to purchase any and all shares of Lafarge America’s common stock that it did not already own at $75 per share for a cash-out price of approximately $3 billion (the “Offer”).

     25. The Offer, as priced, represents only a 16.7% premium over LaFarge America’s closing price on February 3, 2006. As recently as February 16, 2006, Lafarge America’s shares traded as high as $82.17 per share.

     26. Moreover, the Offer is grossly inadequate in light of Lafarge America’s projected growth and profitability. The $75.00 price per share does not adequately value the Company in light of its recent, outstanding financial performance as announced on February 1, 2006. At that time, Lafarge reported its fourth-quarter results, which included a 47% surge in its profits and a 14% increase in revenues as compared with the year-ago quarter.

     27. In fact, the February 6, 2006 Reuters report observed that a number of financial analysts criticized the Offer because the premium being offered to Lafarge America shareholders was “below industry levels.”

9

     28. One analyst explained the timing of LAFP’s Offer as designed to take advantage of “the recent weakness in [Lafarge America’s] share price to strike a quick deal.”

     29. Another analyst observed that “you have a situation where [Lafarge America’s] share price has fallen, making a deal, which was inevitable anyway, start to look pretty good, they managed to get people selling and that gave [LAFP] a wonderful opportunity.” Yet another analyst noted that the Offer appears to be an “excellent move” for LAFP because it enables LAFP to gain control of “one of its best performing subsidiaries.”

     30. Defendants have breached their fiduciary obligations to Lafarge America’s shareholders to maximize shareholder value.

     31. Because LAFP is the the largest single shareholder of Lafarge America, and the LAFP Affiliated Defendants owe allegiances to LAFP, LAFP, with the assistance of the LAFP Affiliated Defendants, was in a position to, and in fact did, dictate the inequitable of the Offer that will be approved by the Defendants.

     32. LAFP’s domination of the Company’s corporate affairs resulted in the Offer being made which will eliminate public ownership of Lafarge America and increase the ownership interests of LAFP and the LAFP Affiliated Defendants — all at a value to Lafarge America’s stockholders substantially below the fair or

10

inherent value of Lafarge America, Because LAFP effectively controls Lafarge America, no third party, as a practical matter, is likely to attempt any competing bid for Lafarge America, as the success of any such bid would require LAFP’s consent and cooperation. Accordingly, LAFP has the power and is exercising such power to enable it to acquire Lafarge America’s public shares and dictate terms which are contrary to the public shareholders’ best interest and do not reflect Lafarge America’s stock’s fair value.

     33. Taking into account Lafarge America’s asset value, liquidation value, its expected growth, the strength of its business, revenues, cash flow, and earnings power, the intrinsic value of the equity of Lafarge America is materially greater than the consideration contemplated by the proposed Offer. Under the circumstances, the Individual Defendants are obligated to explore all options to maximize shareholder value.

     34. Defendants’ action in proceeding with the tender offer as presently proposed is wrongful, unfair, and harmful to Lafarge America’s minority shareholders, and will deny them their right to share proportionately in the true value of Lafarge America’s valuable assets, profitable business, and future growth in profits and earnings, while usurping the same for the benefit of LAFP and the LAFP Affiliated Defendants.

11

     35. The Defendants have breached their loyalty to Lafarge America’s shareholders by using their control of the Company to force Plaintiff and the Class to sell their equity interest in Lafarge America at an unfair price, and deprive Lafarge America’s public shareholders of maximum value to which they are entitled. The Individual Defendants, including the LAFP Affiliated Defendants, have also breached the duties of loyalty and due care by not taking adequate measures to ensure that the interests of the Company’s public shareholders are properly protected from over-reaching. LAFP has breached its fiduciary duties by using its knowledge and control for its own benefit.

     36. The terms of the Offer are unfair to Plaintiff and the Class, and the unfairness is aggravated by the gross disparity between Defendants’ knowledge and information by virtue of their positions of control of Lafarge America and that possessed by the Company’s public shareholders. Defendants’ scheme and intent is to take advantage of this disparity and to induce Plaintiff and the Class to relinquish their shares in the Offer at an unfair price on the basis of incomplete or inadequate information.

     37. As a result of Defendants’ action, Plaintiff and the Class have been and will be damaged by the breaches of fiduciary duty and, therefore, Plaintiff and the Class will not receive the fair value of Lafarge America’s assets and businesses.

12

     38. Unless enjoined by this Court, Defendants will continue to breach their fiduciary duties owed to Plaintiff and the Class, and will succeed in their plan to exclude Plaintiff and the Class from the fair proportionate share of Lafarge America’s valuable assets and businesses, all to the irreparable harm of the Class.

     39. Plaintiff and the Class have no adequate remedy of law.

FIRST CLAIM FOR RELIEF

Breach of Fiduciary Duty

     40. All preceding allegations are adopted by reference in this count as if fully set forth herein.

     41. All alleged herein, each Defendant has breached identified fiduciary duties owed to Plaintiff and the Class.

     42. As a proximate result of such breach(es) of fiduciary duty, Plaintiff and the Class has been damaged, as further alleged herein.

     WHEREFORE, Plaintiff prays for judgment and relief as follows:

          (a) declaring that this lawsuit is properly maintainable as a class action and certifying Plaintiff as a representative of the Class;

13

          (b) declaring that the Defendants and each of them have committed a gross abuse of trust and have breached their fiduciary duties to Plaintiff and the other members of the Class;

          (c) preliminarily and permanently enjoining Defendants and their counsel, agents, employees, and all persons acting under, in concert with, or for them, from proceeding with or implementing the tender offer;

          (d) in the event the proposed transaction is consummated, rescinding it and setting it aside and granting, inter alia, rescissory damages;

          (e) awarding compensatory damages against Defendants, jointly and severally, in an amount to be determined at trial, together with prejudgment interest at the maximum rate allowable by law;

          (f) awarding Plaintiff and the Class their costs and disbursements and reasonable allowances for Plaintiff’s counsel and experts’ fees and expenses; and

          (g) granting such other and further relief as may be just and proper.

JURY TRIAL DEMANDED

     Plaintiff and the proposed Class demand a trial by jury on all issues so triable.

14

Dated: February 17, 2006
	Respectfully submitted,
	LAW OFFICES OF CHARLES J. PIVEN, P.A.
	/s/ Marshall N. Perkins
	Charles J. Piven
	Marshall N. Perkins
	The World Trade Center — Baltimore
	Suite 2525
	401 East Pratt Street
	Baltimore, Maryland 21202
	Tel: (410) 332-0030
	Fax: (410) 685-1300
	Counsel for Plaintiff
Of Counsel:
WECHSLER HARWOOD LLP
488 Madison Avenue
New York, New York 10022
Tel: (212) 935-7400

15

EX-99.(A)(18)

Exhibit (a)(18)

VIRGINIA:

IN THE CIRCUIT COURT OF FAIRFAX COUNTY

ALASKA ELECTRICAL PENSION FUND,			)	Case No.
Derivatively on Behalf of LAFARGE NORTH			)
AMERICA INC.,			)
			)
		Plaintiff,	)
			)
	vs.		)
			)
LAFARGE S.A., BERTRAND P. COLLOMB,			)
MARSHALL A. COHEN, PHILIPPE P.			)		CL 2006 2118
DAUMAN, BERNARD L, KASRIEL,			)
BRUNO LAFONT, CLAUDINE B.			)
MALONE, BLYTHE J. McGARVIE, JAMES			)
M. MICALI, ROBERT W. MURDOCH,			)
BERTIN F. NADEAU, JOHN D.REDFERN,			)
PHILIPPE R. ROLLER, MICHEL ROSE,			)
LAWRENCE M. TANENBAUM and			)
GERALD H. TAYLOR,			)
			)
		Defendants,	)
			)
	-and-		)
			)
LAFARGE NORTH AMERICA INC., a			)
Maryland corporation,			)
			)
		Nominal Defendant.	)
			)

DERIVATIVE COMPLAINT BASED UPON SELF-DEALING
AND BREACH OF FIDUCIARY DUTY

     Plaintiff, by its attorneys, alleges as follows:

SUMMARY OF THE ACTION

     1. This is a stockholder derivative action brought on behalf of Lafarge North America Inc. (“Lafarge” or the “Company”) against Lafarge’s directors arising out of their attempts to provide certain Lafarge insiders and directors with preferential treatment in connection with their efforts to complete the sale of Lafarge (via a Tender Offer) to Lafarge S.A. which already owns more than 53% of the outstanding shares (the “Acquisition”).

     2. In pursuing the unlawful plan to sell Lafarge, each of the defendants violated applicable law by directly breaching and/or aiding the other defendants’ breaches of their fiduciary duties of loyalty, due care, independence, good faith and fair dealing. In fact, instead of attempting to obtain the highest price reasonably available for Lafarge for its shareholders, the Individual Defendants spent substantial effort tailoring the structural terms of the Acquisition to meet the specific needs of Lafarge S.A. In fact, in the summer of 2005, Lafarge S.A (which controls 53% of the Company’s shares) formulated a plan to seize control of the Company’s assets by stripping the minority shareholders out of their ownership interest for approximately $75 per share.¹ As part of defendants’ plan to seize control of the Company and do so with fewer impediments, the Board approved a $40 million increase to its previous stock repurchase plan, effective July 26, 2005. Under the expanded plan, the Company was authorized to spend up to $100 million to repurchase its common stock through December 31, 2005. During the fourth quarter and consistent with defendants’ plan, the Company repurchased 680,340 shares of stock for a total of $38.6 million at an average price of $56.80 per share.²

1	The Company’s shares are currently valued at $83.00 per share.
2	During the full year of 2005, the Company repurchased 1,668,340 shares of stock for a total of $100 million at an average price of $59.94 per share.

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     3. Defendants have concocted this plan in order to enhance the profitability of Lafarge S.A., obtain personal benefits for themselves therefrom, and/or promised financial payments for participating in or endorsing the sale of Lafarge to Lafarge S.A. If defendants’ efforts are successful, Lafarge will lose: (i) control of its own assets; (ii) access to the public capital markets; and (iii) its identity as a distinctly American corporation. Each of these factors has played a material role in the Company’s success. Defendants’ misconduct in connection with its attempted acquisition/sale has also already resulted in numerous lawsuits against the Company, exposing it to hundreds of millions of dollars of liability. Once privatized and digested by Lafarge S.A.,³ Lafarge will lose its identity as an “American company” and no longer have access to the public markets and the capital which enabled the Company to grow and perform as it has to date.

     4. The Individual Defendants’ unlawful plan to usurp Lafarge’s valuable assets and its unique corporate franchise by squeezing out Lafarge’s public stockholders is in direct breach of defendants’ fiduciary duties of loyalty, due care, independence, good faith and fair dealing as directors and/or as controlling shareholders of Lafarge. Specifically, the Individual Defendants’ divided loyalties have disabled them from taking reasonable steps required of them to protect the Company from its controlling/dominating shareholder, Lafarge S.A.

     5. The Individual Defendants’ decisions to participate in and/or acquiesce to the sale of the Company have caused, and will continue to cause, irreparable harm to Lafarge that can only be prevented by immediate judicial intervention. Absent an injunction, defendants will have successfully extinguished Lafarge as a public Company for the benefit of Lafarge S.A. Absent immediate judicial intervention, the defendants will terminate Lafarge’s status as a public Company via a sale of the Company that was designed to benefit Lafarge S.A. and certain of the Individual

³ Lafarge S. A. is a building materials conglomcrate based in Paris, France.

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Defendants who have actively participated in the wrongdoing alleged herein. By abusing their power as directors, officers and/or a controlling shareholder of Lafarge, the defendants are subverting the interests of the Company in order to aggrandize their own interests and those of Lafarge S.A. Plaintiff, on behalf of the Company, seeks to enjoin the sale of the Company and the related acts complained of herein.

     6. In essence, the proposed Acquisition by Lafarge S.A. is the product of a hopelessly flawed process that was designed to ensure the sale of Lafarge to one buying group, and one buying group only, on terms preferential to Lafarge S.A. and to subvert the interests of plaintiff and the other public stockholders of Lafarge.

JURISDICTION AND VENUE

     7. This Court has jurisdiction over defendants because they conduct business in Virginia and/or are citizens of Virginia. This action is not removable.

     8. Venue is proper in this Court because the conduct at issue took place and had an effect in this County.

PARTIES AND OTHER ENTITIES

     9. Plaintiff Alaska Electrical Pension Fund is, and for more than half a decade has been, a shareholder of Lafarge. Alaska maintains an equity ownership in Lafarge worth well in excess of $1 million.

     10. Nominal Defendant Lafarge is a Maryland corporation based in Herndon, Virginia.

     11. Defendant Bertrand P. Collomb (“Collomb”) is Chairman of the Board of the Company and Chairman of the Board of Lafarge S.A. Collomb has served as Chairman of the Board of the Company since January 1989 and as Chairman of the Board of Lafarge S.A. since August 1989. He served as Chief Executive Officer of Lafarge S.A. from August 1989 through May 2003. He served as Vice Chairman of the Board and Chief Operating Officer of Lafarge S.A. from January 1989 to August 1989. He was Vice Chairman of the Board and Chief Executive Officer of Lafarge

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North America Inc. and Senior Executive Vice President of Lafarge S.A. from 1987 until January 1989. Collomb is also a director of Vivendi Universal, Atco Ltd. and Total Fina Elf, as well as a member of the Supervisory Board of Allianz AG and the Advisory Board of Unilever N.V. Collomb has served as a director of the Company since 1985.

     12. Defendant Marshall A. Cohen (“Cohen”) has served as a director of the Company since 1991. He has served as Counsel, Cassels Brock & Blackwell, Barristers and Solicitors since October 1996. From November 1988 to September 1996, he was President and Chief Executive Officer and a director of The Molson Companies Limited. He is also a director of Barrick Gold Corporation, American International Group, Inc., Toronto Dominion Bank, Premcor Inc., Collins & Aikman Inc., Golf Town Income Fund, IBI Income Fund and the Goldfarb Corporation.

     13. Defendant Philippe P. Dauman (“Dauman”) has served as a director of the Company since 1997. He has served as Co-Chairman and Chief Executive Officer of DND Capital Partners, LLC, a private equity firm, since May 2000. Prior to May 2000, Dauman served as Deputy Chairman and Executive Vice President of Viacom, Inc. He is also a director of Viacom, Inc. and Viacom’s parent company, National Amusements, Inc.

     14. Defendant Bernard L. Kasriel (“Kasriel”) has served as a director of the Company since 1989. He has served as Vice Chairman of the Board of the Company and Vice Chairman and Chief Executive Officer of Lafarge S.A. since May 1996. He has served as Vice Chairman of Lafarge S.A. since January 1995. He served as Chief Operating Officer of Lafarge S.A. from January 1995 through May 2003, when he was appointed Chief Executive Officer of Lafarge S.A. He also served as Managing Director of Lafarge S.A. from 1989 to 1994, Senior Executive Vice President of Lafarge S.A. from 1987 to 1989 and Executive Vice President of Lafarge S.A. from 1982 until March 1987. Kasriel is also a director of Sonoco Products Company.

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     15. Defendant Bruno Lafont (“Lafont”) has served as a director of the Company since 2003. He is Senior Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. Lafont served as Executive Vice President — Gypsum of Lafarge S.A. from 1998 to May 2003, when he was appointed Chief Operating Officer. From 1995 to 1998, he served as Executive Vice President — Finance of Lafarge S.A. Prior to that, Lafont served in a variety of financial and managerial positions with Lafarge S.A. after joining Lafarge S.A. in 1983 as an internal auditor.

     16. Defendant Claudine B. Malone (“Malone”) has served as a director of the Company since 1994. She has served as President of Financial & Management Consulting, Inc. since 1982. Malone is also a director of Hasbro, Inc., Lowe’s Companies, SAIC Corp. and Novell Inc.

     17. Defendant Blythe J. McGarvie (“McGarvie”) is a director of the Company. She has served as President of Leadership for International Finance, a privately held consulting firm since January 2003. From July 1999 to December 2002, McGarvie was Executive Vice President and Chief Financial Officer of BIC Group, Paris, France and from 1994 to 1999 served as Executive Vice President and Chief Financial Officer of Hannaford Bros. Co., of Portland, Maine. From 1983 to 1991, McGarvie served in various finance and administrative positions at Sara Lee Corporation and Kraft General Foods, Inc. McGarvie is also a director of Accenture, The Pepsi Bottling Group, St. Paul Travelers Companies and Wawa, Inc.

     18. Defendant James M.Micali is a director of the Company. He has served as Chairman and President of Michelin North America, Inc. since September 1996. From 1990 to 1996 Micali served as Executive Vice President, Legal and Finance of Michelin North America Inc. and from 1985 to 1990 he was General Counsel and Secretary of Michelin North America, Inc. Micali joined Michelin in 1977, and from 1977 through 1985 served in a number of legal positions in the Michelin organization. Micali is also a director of Sonoco Products Company.

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     19. Defendant Robert W. Murdoch (“Murdoch”) has served as a director of the Company since 1987. He was formerly President and Chief Executive Officer of the Company from January 1989 to August 1992, President and Chief Executive Officer of Lafarge Canada Inc. from 1985 to 1992, Senior Executive Vice President of Lafarge S.A. from August 1989 to September 1992 and President and Chief Operating Officer of the Company from 1987 to 1989. Murdoch is also a director of Lafarge S.A., Sierra Systems Group inc., Lallemand, Inc. and Timberwest Forest Products Corp.

     20. Defendant Bertin F. Nadeau (“Nadeau”) has served as a director of the Company since 1988. He has served as Chairman of the Board and Chief Executive Officer of GescoLynx lnc. (a private holding company) since September 30, 1994. He was also Chairman of the Board, President and Chief Executive Officer of Unigesco Inc. from 1982 to September 1994 and Chairman of the Board of Unigesco’s affiliate, Univa Inc. (a marketer and distributor in the food sector) from October 1989 to July 1993. Nadeau is also a director of Sun Life Financial Inc. and Sun Life Assurance Company of Canada.

     21. Defendant John D. Redfern (“Redfern”) has served as a director of the Company since l983. He has served as Chairman of the Board of Lafarge Canada Inc. since 1984. He served as Vice Chairman of the Board of the Company from January 1989 to May 1996, as Chairman of the Board of the Company from 1985 until January 1989, as President and Chief Executive Officer of the Company from 1983 until 1985 and as Chief Executive Officer of Lafarge Canada Inc. from 1977 to 1985.

     22. Defendant Philippe R. Rollier (“Rollier”) has served as a director of the Company since 2001. He has served as President and Chief Executive Officer of the Company since May 2001. Rollier served as Regional President of Lafarge S.A. — Central Europe and CIS for Cement,

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Aggregates and Concrete from 1995 to 2001 and has served as Executive Vice President of Lafarge S.A. since 1999. Rollier is also a director of Moria S.A.

     23. Defendant Michel Rose (“Rose”) has served as a director of the Company since 1992. He has served as Senior Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. since 1989. Rose served as President and Chief Executive Officer of the Company from September 1992 until September 1996. He served as Chairman and Chief Executive Officer of Orsan S.A., a subsidiary of Lafarge S.A., from 1987 to 1992.

     24. Defendant Lawrence M. Tanenbaum (“Tanenbaum”) has served as a director of the Company since 2001. He is Chairman and Chief Executive Officer of Kilmer Van Nostrand Co. Limited, a private investment holding company with various business interests, including, in the past, an interest in the Warren Paving & Materials Group Limited which became a part of the Company in December 2000. Tanenbaum is also an owner and Chairman of Maple Leaf Sports and Entertainment Ltd. (owner of the Toronto Maple Leafs hockey team and the Toronto Raptors basketball team) and a member of the Board of Governors of the National Basketball Association and the National Hockey League.

     25. Defendant Gerald H. Taylor (‘Taylor”) has served as a director of the Company since 1999. Taylor served as Chief Executive Officer of MCI from November 1996 to October 1998. He also served as MCI’s President and Chief Operating Officer from July 1994 to November 1996 and as MCl’s Chief Operating Officer from April 1993 to July 1994. Taylor is also a director of CIENA Corporation.

     26. The defendants named above in ¶¶11-25 are sometimes collectively referred to herein as the “Individual Defendants.”

     27. The Individual Defendants, because of their positions of control and authority as directors or officers of Lafarge, were able to and did, directly and indirectly, control the wrongful

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acts complained of herein, including the transfer of confidential internal Lafarge data to Lafarge S.A. for the purpose of facilitating the sale of the Company. Because of their advisory, executive, managerial, and directorial positions with Lafarge, each of the defendants had access to material positive non-public information about the financial condition, operations and future business prospects of Lafarge, and facilitated its transfer to Lafarge S.A. to enable Lafarge S.A. to use this confidential internal Lafarge data to usurp Lafarge’s independence and its valuable corporate franchise for the benefit of Lafarge S.A.

     28. Defendant Lafarge S.A. supplies a wide range of building materials to contractors, wholesalers and manufacturers. The Company produces cement, aggregates and concrete, roofing and gypsum products. Lafarge markets its products in Europe, Africa, Asia, North America and Latin America. Lafarge S.A., by virtue of its 53% ownership interest and directorship seats maintained by those in the employ of Lafarge S.A., controls Lafarge as well as the Company’s Board of Directors.

     29. At all material times hereto, each of the Individual Defendants was the agent of each of the other Individual Defendants, and/or Lafarge S.A. and was at all times acting within the course and scope of said agency.

     30. To discharge their duties, the officers and directors of Laferge were required to exercise reasonable and prudent supervision over the management, policies, practices and controls of the financial affairs of Lafarge. By virtue of such duties, the officers and directors of Lafarge were required, among other things, to:

          (a) manage, conduct, supervise and direct the business affairs of Lafarge in accordance with applicable the laws, rules and regulations and the charter and bylaws of Lafarge;

          (b) take reasonable steps to thwart efforts by Lafarge S.A. or others to usurp Lafarge’s assets or corporate benefits;

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          (c) neither violate nor knowingly permit any officer, director or employee of Lafarge to violate applicable federal laws, rules and regulations and state law;

          (d) establish a mechanism to ensure that Lafarge and its assets were managed prudently and responsibly and that neither the defendants nor Lafarge S. A. used their control over Lafarge to obtain any personal benefit for themselves; and

          (e) refrain from using their status as directors and/or controlling shareholders to the detriment of the Company and its shareholders.

CONSPIRACY, AIDING AND ABETTING, AND CONCERTED ACTION

     31. In committing the wrongful acts alleged herein, the defendants have pursued, or joined in the pursuit of, a common course of conduct, and acted in concert with and conspired with one another, in furtherance of their common plan or design. In addition to the wrongful conduct herein alleged as giving rise to primary liability, the Individual Defendants further aided and abetted and/or assisted each other in breach of their respective duties as herein alleged.

     32. During all relevant times hereto, the defendants, and each of them, initiated a course of conduct which was designed to and did: (i) hide/conceal positive information concerning the Company and make false negative representations concerning the Company in furtherance of defendants’ scheme to divest Lafarge of its valuable corporate franchise; and (ii) enable the Individual Defendants to obtain substantial personal benefits.

     33. Each of the defendants herein also aided and abetted and rendered substantial assistance in the wrongs complained of herein. In taking such actions, as particularized herein, to substantially assist the commission of the wrongdoing complained of, each defendant acted with knowledge of the primary wrongdoing, substantially assisted the accomplishment of that wrongdoing, and was aware of his or her overall contribution to, and furtherance of, the wrongdoing. The defendants’ acts, including those of or on behalf of Lafarge S.A., of aiding and abetting

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included, inter alia, the acts each of them are alleged to have committed in furtherance of the conspiracy, common enterprise and common course of conduct complained of herein.

     34. In accordance with their duties of loyalty, care and good faith, the defendants, as directors and/or officers of Lafarge, are obligated to refrain from:

          (a) participating in any transaction where the directors’ or officers’ loyalties are divided;

          (b) participating in any transaction where the directors or officers receive or are entitled to receive a personal financial benefit not equally shared by the public shareholders of the corporation; and/or

          (c) unjustly enriching themselves at the expense or to the detriment of the public shareholders.

     35. Plaintiff alleges herein that the Individual Defendants, separately and together, in connection with the sale of Lafarge, violated the fiduciary duties owed to plaintiff and the other public shareholders of Lafarge, including their duties of loyalty, good faith and independence, insofar as they stood on both sides of the transaction and engaged in self-dealing and obtained for themselves personal benefits, including personal financial benefits to the detriment of the Company.

     36. Because the Individual Defendants have breached their duties of loyalty, good faith and independence in connection with the sale of Lafarge, the burden of proving the inherent or entire fairness of the Acquisition, including all aspects of its negotiation and structure, is placed upon the Individual Defendants as a matter of law.

BACKGROUND TO THE PROPOSED ACQUISITION

     37. In or about July 2005, as part of defendants’ plan to seize control of the Company and do so with fewer impediments, the Board approved a $40 million increase to its previous stock repurchase plan, effective July 26, 2005.

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     38. Under the expanded plan, the Company was authorized to spend up to $100 million to repurchase its common stock through December 31, 2005. During the fourth quarter, at the direction of the Individual Defendants, the Company repurchased 680,340 shares of stock for a total of $38.6 million at an average price of $56.80 per share. During the full year of 2005, the Company repurchased 1,668,340 shares of stock for a total of $100 million at an average price of $59.94 per share.⁴

     39. On January 31, 2006, the Company issued a press release entitled “Lafarge North America Reports Fourth-Quarter and Year-End Earnings.” There, the Company revealed why its historical financials (and indirectly its stock price) had been temporarily and artificially depressed, explaining that volumes of asphalt and paving in the quarter decreased by 4% compared with 2004. This decrease, however, was due to temporary issues such as delays in paving projects in Colorado and weak market conditions in eastern Canada. Operating income for the quarter decreased slightly compared with the same period last year. As a result of the project delays in Colorado, the Company had higher backlogs going into 2006. The release went on to state that:

Lafarge North America, the leading supplier of construction materials in the U.S. and Canada, today reported net income in the fourth quarter of $144.6 million, or $1.84 per share diluted. These results include a tax credit of $32 million, or $0.4l cents per share diluted, associated with the repatriation of cash from Canada to the U.S. Excluding this credit, fourth-quarter 2005 earnings were $1.43 per share diluted, up 20 percent compared with $1.19 per share diluted on a comparable basis in the year-ago quarter (see table below for reconciliation).

     “We are pleased with the strong finish of our cement segment, the solid pricing gains made in all of our product lines and the continued excellent performance of our gypsum business,” said Philippe Rollier, president and chief executive officer. “We again delivered significant year-over-year earnings growth,

⁴       On November 4, 2005, the Board approved a share repurchase program that commenced on January 1, 2006 and will expire on December 31, 2006. Under this new program, the Company was authorized to repurchase up to $100 million of its common stock from time to time in the market or through privately negotiated transactions.

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despite the challenges posed by substantial energy cost increases and disparities across the markets we serve in North America.”

     The strengthening of the Canadian dollar contributed approximately $4.1 million to operating income during the quarter. Net sales for the quarter were up 14 percent to $1.1 billion. Excluding the strengthening of the Canadian dollar, net sales were 12 percent higher than last year.

     During the quarter, the company completed the repatriation of approximately $1.1 billion in cash from Canada.

* * *

Outlook

The company also expects continued favorable pricing in most markets during 2006. An additional cement price increase of approximately $10 per ton in local currency went into effect in U.S. and Canadian markets on January 1, 2006.

        40. On February 6, 2006, the Company issued a press release entitled “Lafarge North America Confirms Receipt of Proposal From Lafarge S.A.” The release stated in part:

Lafarge North America, the leading supplier of construction materials in the U.S. and Canada, has been informed that its majority stockholder, Lafarge S.A., intends to make a tender offer to acquire all of Lafarge North America’s common stock and Lafarge Canada’s exchangeable preference shares that it does not currently own. Presently, Lafarge S.A. owns approximately 53% of these combined shares.

     Lafarge North America’s Board of Directors is expected to meet to review and consider this proposal and to make a recommendation to its stockholders in due course. Lafarge North America stockholders are urged to consider this recommendation before taking any action with respect to the proposal.

        41. On February 8, 2006, the Company issued a press release entitled “Lafarge North America Board of Directors Establishes Special Committee to Review Lafarge S.A. Offer.” The release stated in part:

Lafarge North America, the leading supplier of construction materials in the U.S. and Canada, today announced that its Board of Directors has appointed a Special Committee of directors who are unaffiliated with Lafarge S.A. to review the proposed tender offer announced by Lafarge S.A. on February 6, 2006.

     The Special Committee consists of the following directors: Marshall A. Cohen, Philippe P. Dauman, Claudins B. Malone, Blythe J. McGarvie, James M. Micali, Bertin F. Nadeau, John D. Redfern, Lawrence M. Tanenbaum and Gerald H. Taylor. The Chairman of the Special Committee will be Marshall A. Cohen.

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     42. By reason of their positions with Lafarge, the Individual Defendants are in possession of non-public information concerning the financial condition and prospects of Lafarge, and especially the true value and expected increased future value of Lafarge and its assets, which they seek to extract from Lafarge and to Lafarge’s detriment. Moreover, despite their duty to maximize shareholder value, the defendants have clear and material conflicts of interest and are acting to better their own interests at the expense of Lafarge.

DEFENDANTS’ SELF-DEALING

     43. As evidenced by the foregoing, the Individual Defendants breached their fiduciary duties to Lafarge, committed gross mismanagement, abused their control of Lafarge, and have been unjustly enriched, by, inter alia, knowingly, willfully, and/or intentionally engaging in the misconduct set forth herein; and failing to ensure that public statements disseminated in connection with the applicable sale of the Company by Lafarge were not false and misleading statements and did not subject the Company to liability.

     44. The Individual Defendants, as a result of the substantial financial benefits they received and continue to receive as a result of their positions at Lafarge and/or its controlling shareholders, engaged in and/or aided and abetted and/or acquiesced in the wrongful actions complained of herein and resolved all conflicts of interest in favor of themselves in order to advance the interests of Lafarge’s controlling shareholders and/or to protect and preserve their own financial interests.

     45. Defendants will cause Lafarge to expend significant sums of money as a result of the illegal and improper actions described above. Such expenditures will include, but are not limited to:

          (a) costs incurred to carry out internal investigations, including fees paid to outside counsel and other advisors for Lafarge S.A.; and

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          (b) costs and legal fees for defending Lafarge, its officers and its directors against private litigation arising from the illegal and improper conduct, including the distribution of false sale documents as alleged herein.

DERIVATIVE ALLEGATIONS

     46. Plaintiff brings this action derivatively in the right and for the benefit of Lafarge to redress injuries suffered, and to be suffered, by Lafarge as a direct result of the breaches of fiduciary duty, violations of law, abuse of control, gross mismanagement, unjust enrichment and constructive fraud, as well as the aiding and abetting thereof, by the defendants.

     47. Plaintiff has and will continue to adequately and fairly represent the interests of Lafarge and its shareholders in enforcing and prosecuting its rights.

     48.  Plaintiff is and was an owner of the stock of Lafarge during all times relevant to the Individual Defendants’ wrongful course of conduct alleged herein.

     49. As a result of the facts set forth throughout this action, defendants are incapable of remedying the acts complained of herein due to material conflicts of interests. The defendants’ own personal interests are inextricably intertwined with those of Lafarge S.A. and/or the benefits to be derived by virtue of change of control payments bestowed upon the Company’s directors and officers
vis-à-vis the sale of the Company to Lafarge S.A. because:

          (a) Directors of Lafarge, as more fully detailed herein, participated in, approved and/or permitted the wrongs alleged herein to have occurred and participated in efforts to conceal or disguise those wrongs from Lafarge’s stockholders or recklessly and/or negligently disregarded the wrongs complained of herein, and are therefore not disinterested parties;

          (b) The acts complained of constitute violations of the fiduciary duties owed by Lafarge’s officers and directors and these acts are incapable of ratification;

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          (c) Each of the officers/directors of Lafarge authorized and/or permitted the false statements concerning the rationale for the “squeeze-out” and future of Lafarge to be disseminated directly to the public⁵ and distributed the same to shareholders and authorized and/or permitted the issuance of various of thefalse and misleading sale documents (i.e., failing to disclose the true and correct facts concerning Lafarge’s expected future performance), and have not attempted to make such disclosures;

          (d) Any suit by the directors of Lafarge to remedy these wrongs would likely expose the Individual Defendants and Lafarge to further violations of the securities laws which would result in additional civil actions being filed against one or more of the Individual Defendants. Furthermore, to provide additional incentives to the Individual Defendants not to sue, Lafarge S.A. has agreed to indemnify each director in connection with their participation in the alleged wrongdoing;

          (e) Each member of the Lafarge Board is, directly or indirectly, the recipient of remuneration paid by the Company and its controlling shareholder Lafarge S.A., the continuation of which is dependent upon their cooperation with the other members of the Board of Directors; and

          (f) Because of their association as directors and/or present or former employees of Lafarge S.A., Lafarge and certain of the directors are dominated and controlled so as not to be capable of exercising independent, objective judgment.

⁵ For example, on February 5, 2006. defendant Lafont, in order to advance his own personal interests (over those of the Company), caused the following statement to be disseminated:

We believe that Lafarge [S.A.]’s offer to acquire the minority shares of [Lafarge] represents a unique opportunity fox [Lafarge] shareholders to realize the value of their shares at a significant premium to [Lafarge]’s current and recent stock price. We also believe that the successful completion of the tender offer will benefit Lafarge [S.A.] itself. In short, we believe that this transaction is a “win-win” situation for the shareholders, as well as the customers and employees, of both companies.

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REASONABLE DOUBT EXISTS THAT THE LAFARGE BOARD IS
ENTITLED TO THE BUSINESS JUDGMENT PROTECTION

     50. The Board’s participation and/or acquiescence to Lafarge S.A.’s attempted squeeze-out of the minority shareholders was not the product of a valid exercise of business judgment.

     51. It is appropriate to treat the Individual Defendants as a group for pleading purposes and to presume that the false, misleading and incomplete information conveyed in the sale materials are the collective actions of the narrowly defined group of defendants identified above. Each of the above officers and/or directors of Lafarge, by virtue of their high-level positions with the Company, directly participated in the management of the Company, was directly involved in the day-to-day operations of the Company at the highest levels and was privy to confidential proprietary information concerning the Company, its business, growth, and financial prospects, as alleged herein. Said defendants were directly involved in providing the underlying data, drafting, modifying, supplementing, producing, reviewing and/or filing the sale documents controlling the false and misleading statements in connection with the attempted squeeze-out of the Lafarge shareholders.

FIRST CAUSE OF ACTION

Against All Defendants for Abuse of Control

     52. Plaintiff incorporates by reference and realleges each and every allegation set forth herein.

     53. Each defendant had a duty to refrain from abusing their/its power to influence and control material corporate decisions.

     54. By January 2005, Lafarge S.A. owned approximately 53% of the outstanding shares of the Company’s common stock. Lafarge S.A. controls its co-defendants through its equity ownership together with its direct control over the selection and/or retention of each Lafarge director, each of whom is, in fact, beholden to Lafarge S.A.

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     55. The Individual Defendants’ together with Lafarge S.A.’s conduct constituted an abuse of their ability to control and influence Lafarge for which they are legally responsible.

     56. By reason of the foregoing, Lafarge has been harmed and has sustained, and will continue to sustain, irreparable injury for which it has no adequate remedy at law.

SECOND CAUSE OF ACTION

Against All Defendants for Breach of Fiduciary Duty of Candor

     57. Plaintiff incorporates by reference and realleges each and every allegation set forth herein.

     58. Lafarge S.A. and the Individual Defendants are in possession of material information concerning Lafarge’s projected future and even current valuations of the Company’s assets (i.e., raw material inventory), which information is being concealed from the public shareholders of Lafarge. The Individual Defendants and Lafarge S.A. are concealing material information about the Company, including the Company’s true and correct projections for fiscal year 2006 and beyond. In addition to failing to disclose important operational data, defendants have also actively concealed the actual value of the Company’s interests in certain raw material deposits which materially affect the value of the Company. The Company’s own inventory is largely comprised of cement and related materials such as sand, gravel and crushed stone. The value of this inventory has risen dramatically and demand for these materials has recently surged. For example, in a period of just three months (the Company’s fourth quarter), the value (price) of cement rose 12% and demand (Company sales) rose 20%. Sales of sand, gravel and crushed stone spiked 18%. Lafarge S.A. seeks to acquire the Company prior to the market realizing the fundamental shift in Lafarge’s value, both in terms of its inventory which is understated in terms of value on the Company’s balance sheet and in terms of current and future demands (i.e., sales) for these products. Although the sale of the Company is not in the best interest of Lafarge or its public shareholders, each of the defendants has agreed to

- 17 -

acquiesce and/or participate in the wrongful conduct because they are directly controlled by Lafarge’s 53% owner, Lafarge S.A.

     59. As a result of the tortious conduct described above, the Individual Defendants have made, or aided and abetted the making of false statements, despite the defendants’ fiduciary duties to, inter alia, disclose the true facts regarding Lafarge and the Individual Defendants’ knowledge of Lafarge S.A.’s desire to conduct the sale of the Company and thus have committed and/or aided and abetted constructive fraud.

     60. The public representations discussed above were false and materially misleading as earlier alleged. Plaintiff and other shareholders of Lafarge reasonably relied upon the honesty and integrity of the Individual Defendants as corporate officers and directors.

     61. By reason of the foregoing, Lafarge has sustained, and will continue to sustain, irreparable injury for which it has no adequate remedy at law.

THIRD CAUSE OF ACTION

Against All Individual Defendants for Gross Mismanagement

     62. Plaintiff incorporates by reference and realleges each and every allegation set forth herein.

     63. As detailed more fully herein, the Individual Defendants each have and had a duty to Lafarge and its shareholders to prudently supervise, manage and control Lafarge’s operations.

     64.  The Individual Defendants, by their actions, either directly or through aiding and abetting, abandoned and abdicated their responsibilities and duties with regard to prudently managing the assets of Lafarge in a manner consistent with the operations of a publicly held corporation.

     65. By subjecting Lafarge to an acquisition for a fraction of its value and while using false information in connection therewith, the Individual Defendants breached their duties of due

- 18 -

care and diligence in the management and administration of Lafarge’s affairs and in the use and preservation of Lafarge’s assets.

     66. The Individual Defendants caused the Company to engage in this misconduct and are/were aware of false statements used to induce the tender of the minority interest in connection with the sale of the Company. During the course of the discharge of their duties, these defendants knew or should have known of the unreasonable risks, yet these defendants engaged in this wrongdoing which these defendants knew had an unreasonable risk of causing the loss of Lafarge’s access to the public markets, thus breaching their duties to both Lafarge and its shareholders. As a result, the Individual Defendants grossly mismanaged or aided and abetted the gross mismanagement of a defective sale for Lafarge and by facilitating the issuance of false sale documents which the Individual Defendants knew would likely lead to litigation.

     67. As a proximate result thereof, Lafarge has been damaged and will continue to suffer damages, and has sustained and will continue to sustain irreparable injury for which it has no adequate remedy at law.

FOURTH CAUSE OF ACTION

Against All Individual Defendants
for Breach of Fiduciary Duty

     68.  Plaintiff incorporates by reference and realleges each and every allegation set forth herein.

     69. The Individual Defendants knowingly, willfully, and/or intentionally have engaged in a scheme to undermine the interests of Lafarge and its public shareholders. As officers and/or directors of a publicly held company, the Individual Defendants had a duty to protect the interests of Lafarge, including an obligation to ensure that accurate and truthful information was promptly and/or to correct false information disseminated by Lafarge S.A. and/or their co-defendants with respect to Lafarge’s operations, financial condition and earnings, especially its prospects in light of

- 19 -

the fact that defendants are causing, enabling and/or participating in a sale of the Company to eliminate the minority interest in the Company. The Individual Defendants instead concealed their wrongdoing or acquiesced to such concealment and, as a result thereof, disseminated false and misleading statements and reports about Lafarge’s prospects including a fabrication of its expected expenses.

     70. The Individual Defendants, in their roles as executives and directors of Lafarge, participated in and/or knowingly acquiesced to the acts of wrongdoing alleged herein, and knowingly, willfully, and/or intentionally disregarded adverse facts known to them, and did nothing to reveal them. They thereby breached their fiduciary duties of care, loyalty, accountability and disclosure to Lafarge and its shareholders and have exposed Lafarge to liability from, inter alia, shareholder suits which may be brought on behalf of victims whose shares will be stripped from their hands or otherwise induced to tender their shares, via false and misleading sale documents.

     71. The Individual Defendants owed a fiduciary duty to supervise the issuance of Lafarge’s public statements and filings to ensure that they conformed with applicable law. The Individual Defendants breached their fiduciary duty by failing to properly supervise and monitor Lafarge’s business practices and by allowing misleading statements and filings to be made and disseminated in the sale documents. As a result of this failure, including the failure to disclose the true reasons for Lafarge S.A.’s sale of the Company, these defendants have caused Lafarge to be subject to lawsuits filed by purchasers of Lafarge securities who will suffer losses as a result of the defendants’ misconduct.

     72. Lafarge S.A., as the owner of more than 53% of the equity of Lafarge, and by having at least five of its designees on the Lafarge Board, dominates Lafarge and is in possession of material information concerning Lafarge’s financial projections for 2006 and beyond. To date, the defendants have repeatedly made false and misleading statements claiming the transaction is in the

- 20 -

best interests of the Company and its shareholders for purposes of inducing the Company’s shareholders into believing that the sale of the Company is in the best interest of Lafarge and its public shareholders when defendants and Lafarge S. A. are fully aware that its proposed sale of the Company, if consummated, is not. Moreover, these false statements will be “incorporated by reference” in the final Tender Offer documents defendants will distribute to finalize the inducement and sale of the Company (to themselves). Thus, false statements will be disseminated to the shareholders, causing further irreparable harm to the Company.

     73. The defendants, collectively, have breached and/or aided and abetted breaches of fiduciary duties owed to Lafarge and its shareholders.

     74. As a direct result of the defendants’ conduct, Lafarge will suffer irreparable harm if the sale of the Company and subsequent short form merger proceed.

FIFTH CAUSE OF ACTION

Against All Defendants for Aiding and Abetting

     75. Plaintiff incorporates by reference and realleges each and every allegation set forth herein.

     76. Lafarge S.A. and the Individual Defendants each knew or consciously disregarded the applicable duties, including fiduciary duties, governing the defendants’ conduct. In pursuing the unlawful plan to cash out Lafarge’s public stockholders for grossly inadequate consideration, Lafarge S.A. violated applicable law by aiding and abetting the other defendants’ breaches of their fiduciary duties of loyalty, due care, independence, good faith and fair dealing.

     77. In fact, instead of attempting to protect Lafarge and its interests, Lafarge S.A. and the Individual Defendants orchestrated a plan which violates applicable law.

     78. By reason of the foregoing, Lafarge has been injured, and will continue to sustain, irreparable injury, by virtue of Lafarge S.A. and the Individual Defendants aiding arid abetting their co-defendants’ violations of applicable law, for which it has no adequate remedy at law.

- 21 -

PRAYER FOR RELIEF

     WHEREFORE, plaintiff demands relief, in favor of the Company and against defendants as follows:

     A. Enjoining defendants, their agents, counsel, employees and all persons acting in concert with them from consummating the sale of the Company and subsequent merger on the terms proposed, together with enjoining the dissemination of any and all false and misleading Tender Offer documents until defendants disclose the true value of the Company’s assets and accurate projections for fiscal year 2006 and beyond;

     B. Directing the Individual Defendants to exercise their fiduciary duties to obtain a transaction which is in the best interests of Lafarge and the Company’s shareholders;

     C. Rescinding, to the extent already implemented, the sale of the Company or any of the terms thereof;

     D. Imposition of a constructive trust, in favor of plaintiff, on behalf of the Company, upon any benefits improperly received by defendants as a result of their wrongful conduct;

     E. Awarding plaintiff the costs associated with the prosecution of this action, including reasonable attorneys’ and experts’ fees; and

     F. Granting such other and further equitable relief as this Court may deem just and proper.

- 22 -

JURY DEMAND

     Plaintiff hereby demands a trial by jury.

DATED: February 21, 2006	RICHARDS McGETTIGAN REILLY &WEST, P.C.
	CRAIG C. REILLY (VSB #20942)
	/s/ Craig C. Reilly
	CRAIG C. REILLY
	1725 Duke Strect, Suite 600
	Alexandria, VA 22314-3457
	Telephone: 703/549-5353
	703/683-2941 (fax)
	Craig.Reilly@rmrwlaw.com.
	LERACH COUGHLIN STOIA GELLER    RUDMAN & ROBBINS LLP
	DARREN J.ROBBINS
	RANDALL J. BARON
	TRAVIS E. DOWNS III STEPHEN J. ODDO
	655 West Broadway, Suite 1900 San Diego, CA 92101
	Telephone: 619/231-1058
	619/231-7423(fax)
	Attorneys for Plaintiff

- 23 -

EX-99.(A)(19)

Exhibit (a)(19)

IN THE CIRCUIT COURT OF BALTIMORE CITY, MARYLAND

FRANK JANESCH,
294 Williams Lane
Red Hill, PA 18076-1391,

On behalf of himself and all other similarly situated,

Plaintiff,

v.

MARSHALL COHEN, BERTRAND P. COLLUMB, PHILLIPE P. DAUMAN, BERNARD KASRIEL, BRUNO LAFONT, CLAUDINE B. MALONE, BLYTHE J. McGARVIE, BERTIN F. NADEAU, ROBERT W. MURDOCH, JAMES M. MICALI, MICHEL ROSE, PHILLIP R. ROLLIER, LAWRENCE M. TANENBAUM, GERALD TAYLOR, LAFARGE S.A., and LAFARGE NORTH AMERICA, INC.,

[address for all Defendants:]
11 East Chase Street
Baltimore, Maryland 21202,

Defendants.

Civil Action No.:

CLASS ACTION COMPLAINT

JURY TRIAL DEMANDED

24-C-06-002292

     Plaintiff, by his undersigned attorneys, alleges upon personal knowledge as to his own acts and upon information and belief as to all other matters, as follows:

NATURE OF THE ACTION

     1) Plaintiff brings this action individually and as a class action pursuant to Md. Rule 2-231 on behalf of all persons, other than Defendants and those in privity with

Defendants, who own the securities of Lafarge North America, Inc. (“Lafarge America” or the “Company”) and who are similarly situated (the “Class”), for injunctive and other relief. Plaintiff seeks injunctive relief herein, inter alia, to enjoin the implementation of a tender offer whereby Lafarge America’s majority stockholder, Defendant Lafarge S.A. (“LAFP”) will purchase all outstanding shares of the Company for $75 per share. LAFP owns approximately 53% of Lafarge America’s stock, and will thereby increasing its ownership and squeezing out the public shareholders at an inadequate price. Alternatively, in the event that the proposed tender offer is completed, Plaintiff seeks to recover damages caused by the breach of fiduciary duties owned by the Defendants.

     2. The offer is being advanced through unfair procedures and the consideration offered is an unfair price and does not constitute a maximization of stockholder value for the public shareholders. The proposed price is designed to benefit LAFP, along with Defendants Bertrand P. Collumb, Bernard L. Kasriel, Bruno Lafont, Robert W. Murdoch, Phillipe R. Rollier, and Michel Rose, all of whom are affiliated with LAFP, to the detriment of Lafarge America’s public stockholders.

     3. Further, Defendants have breached their fiduciary duties owed to Lafarge America’s public stockholders to take all

2

necessary steps to ensure that the stockholders will receive the maximum value realizable for their shares in any acquisition of the Company’s assets.

THE PARTIES

     4. Plaintiff Frank Janesch is and, at all relevant times, has been the owner of shares of Lafarge America common stock.

     5. Defendant Lafarge America is a corporation organized under the laws of Maryland with its principal executive offices located at 12950 Worldgate Drive, Suite 600, Herndon, Virginia 20170. Lafarge America is the U.S. and Canada’s largest diversified supplier of construction materials such as cement and cement-related products, ready-mixed concrete, gypsum wallboard, aggregates, asphalt and concrete products. The Company’s materials are used in residential, commercial, institutional and public works construction across the U.S. and Canada. In 2005, Lafarge America’s net sales exceeded $4.3 billion. Lafarge America’s stock trades on the New York Stock Exchange under the ticker symbol “LAF”. Lafarge America maintains principal Maryland offices at 11 East Chase Street, Baltimore, Maryland, 21202. Venue of this action is thus proper pursuant to §6-201 et seq. of the Maryland Courts and Judicial Proceedings Article.

3

     6) Defendant LAFP is a French corporation with principal offices located at 61 Rue des Belles Feuilles, BP 40 - 75782 Paris Cedex 16, France. LAFP describes itself as “the world leader in building materials, holds top-ranking positions in all four of its divisions: Cement, Aggregates & Concrete, Roofing and Gypsum.” LAFP is a party to a Control Option Agreement date November 1, 2003 with Lafarge America. Under this agreement and unless earlier terminated, LAFP has the right until October 31, 2013 to purchase voting securities from the Company whenever Lafarge America issues voting securities. Either Lafarge America or LAFP may terminate the agreement before October 31, 2013 by giving one year’s notice. LAFP beneficially owns or controls approximately 39,493,511, or 52.4% of Lafarge America’s shares. Thus, LAFP, as majority shareholder of Lafarge America, is in a fiduciary relationship with Plaintiff and the Class and owes them the highest obligations of full and candid disclosure, good faith, and fair dealing.

     7) Defendant Bertrand P. Collumb has been at all times relevant hereto a Director and Chairman of Lafarge America. Collumb is also Chairman of LAFP’s Board. Further, Collumb has, at various times, served as Vice Chairman, Chief Executive Officer, and Senior Executive Vice President of LAFP.

4

     8) Defendant Bernard L. Kasriel, has been at all times relevant hereto a Director and Vice Chairman of Lafarge America. Kasriel, is also Vice Chairman and a Director of LAFP. Further, Kasriel has, at various times, served as LAFP’s Chief Operating Officer, Managing Director, Senior Executive Vice President, and Vice President.

     9) Defendant Bruno Lafont is a Director of LaFarge America. Lafont is also the Chief Executive Officer of LAFP. Further, Lafont has, at various times, served as Chief Operating Officer, Executive Vice President — Finance and other financial and managerial positions at LAFP.

     10) Defendant Robert W. Murdoch has been at all times relevant hereto a Director of Lafarge America. Murdoch was formerly President and Chief Executive Officer of the Company. Murdoch is also a Director of LAFP, and served as a Senior Executive Vice President of LAFP.

     11) Defendant Phillipe R. Rollier has been at all times relevant hereto served as President, Chief Executive Officer, and a Director of Lafarge America. Rollier also served as a Regional President of LAFP.

     12) Defendant Michel Rose has been at all times relevant hereto served as a Director of Lafarge America. Rose is also a Senior Executive Vice President and Co-Chief Operating

5

Officer of LAFP. Rose formerly served as Lafarge America’s President and Chief Executive Officer. Further, Rose served as Chairman and Chief Executive Officer of LAFP’s subsidiary, Orsan, S.A.

     13) Defendants Marshall A. Cohen, Phillipe P. Dauman, Claudine B. Malone, Blythe J. McGarvie, James M. Micali, Bertin F. Nadeau, Lawrence M. Tannenbaum, and Gerald H. Taylor are and were, at all relevant items, Directors of Lafarge America.

     14) The Individuals described in paragraphs 7 through 13 are referred to as the “Individual Defendants.” Defendants Collumb, Kasriel, Lafont, Murdoch, Rollier, and Rose are occasionally referred to as herein as the “LAFP Affiliated Defendants.”

     15) Because of their positions as Officers/Directors, the Individual Defendants owe fiduciary duties of loyalty, good faith, fair dealing, and due care to Plaintiff and the other members of the Class.

     16) Each Defendant herein is sued individually as a conspirator, as well as in his/her capacity as an Officer, Director and/or controlling shareholder of the Company, and the liability of each arises from the fact that each Defendant has engaged in all or part of the unlawful acts, plans, schemes, or transactions complained of herein.

6

CLASS ACTION ALLEGATIONS

     17) Plaintiff brings this action on his own behalf and as a class action pursuant to Maryland Rule 2-231, on behalf of all stockholders of the Company, except Defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of the Defendants, or any of the Company’s principal stockholders, who will be threatened with injury arising from Defendants’ actions as is described more fully below.

     18) This action is properly maintainable as a class action.

     19) The class is so numerous that joinder of all members is impracticable. As of February 18, 2005, Lafarge America had approximately 71,350,238 million shares of common stock outstanding, approximately 3.4 million which are not controlled by LAFP. There are hundreds of record and beneficial stockholders.

     20) There are questions of law and fact common to the Class including, inter alia, whether:

(1) Defendants have breached and will continue to breach their fiduciary and other common law duties owed by them to Plaintiff and the members of the Class; and

7

(2) Plaintiff and the other members of the Class would be irreparably damaged by the wrongs complained of herein.

     21) Plaintiff is committed to prosecuting the action and has retained competent counsel experienced in litigation of this nature. Plaintiff’s claims are typical of the claims of the other members of the Class and Plaintiff has the same interests as the other members of the Class. Plaintiff is an adequate representative of the Class.

     22) The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications with respect to the individual members of the Class which would establish incompatible standards of conduct for Defendants, or adjudications with respect to individual members of the Class which would as a practical matter be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.

     23) The defendants have acted, or refused to act, on grounds generally applicable to, and causing injury to, the Class and, therefore, preliminary and final injunctive relief on behalf of the Class as a whole is appropriate.

SUBSTANTIVE ALLEGATIONS

8

     24) On February 6, 2002, Reuters, along with other news media, reported that LAFP had announced its intention to commence a tender offer to purchase any and all shares of Lafarge America’s common stock that it did not already own at $75 per share for a cash-out price of approximately $3 billion (the “Offer”).

     25) The Offer, as priced, represents only a 16.7% premium over LaFarge America’s closing price on February 3, 2006. As recently as February 16, 2006, Lafarge America’s shares traded as high as $82.17 per share.

     26) Moreover, the Offer is grossly inadequate in light of Lafarge America’s projected growth and profitability. The $75.00 price per share does not adequately value the Company in light of its recent outstanding financial performance as announced on February 1, 2006. At that time, Lafarge reported its fourth-quarter results, which included a 47% surge in its profits and a 14% increase in revenues as compared with the year-ago quarter.

     27) In fact, the February 6, 2006 Reuters report observed that a number of financial analysts criticized the Offer because the premium being offered to Lafarge America shareholders was “below industry levels.”

9

     28) One analyst explained the timing of LAFP’s Offer as designed to take advantage of “the recent weakness in [Lafarge America’s] share price to strike a quick deal.”

     29) Another analyst observed that “you have a situation where [Lafarge America’s] share price has fallen, making a deal, which was inevitable anyway, start to look pretty good, they managed to get people selling and that gave [LAFP] a wonderful opportunity.” Yet another analyst noted that the Offer appears to be an “excellent move” for LAFP because it enables LAFP to gain control of “one of its best performing subsidiaries.”

     30) Defendants have breached their fiduciary obligations to Lafarge America’s shareholders to maximize shareholder value.

     31) Because LAFP is the largest single shareholder of Lafarge America, and the LAFP Affiliated Defendants owe allegiances to LAFP, LAFP, with the assistance of the LAFP Affiliated Defendants, was in a position to, and in fact did, dictate the inequitable of the Offer that will be approved by the Defendants.

     32) LAFP’s domination of the Company’s corporate affairs resulted in the Offer being made which will eliminate public ownership of Lafarge America and increase the ownership

10

interests of LAFP and the LAFP Affiliated Defendants — all at a value to Lafarge America’s stockholders substantially below the fair or inherent value of Lafarge America. Because of LAFP effectively controls Lafarge America, no third party, as a practical matter, is likely to attempt any competing bid for Lafarge America, as the success of any such bid would require LAFP’s consent and cooperation. Accordingly, LAFP has the power and is exercising such power to enable it to acquire Lafarge America’s public shares and dictate terms which are contrary to the public shareholder’s best interest and do not reflect Lafarge America’s stock’s fair value.

     33) Taking into account Lafarge America’s asset value, liquidation value, its expected growth, the strength of its business, revenues, cash flow, and earnings power, the intrinsic value of the equity of Lafarge America is materially greater than the consideration contemplated by the proposed Offer. Under the circumstances, the Individual Defendants are obligated to explore all options to maximize shareholder value.

     34) Defendants’ action in proceeding with the tender offer as presently proposed is wrongful, unfair and harmful to Lafarge America’s minority shareholders, and will deny them their right to share proportionately in the true value of Lafarge America’s valuable assets, profitable business, and

11

future growth in profits and earnings, while usurping the same for the benefit of LAFP and the LAFP Affiliated Defendants.

     35) The Defendants have breached their loyalty to Lafarge America’s shareholders by using their control of the Company to force Plaintiff and the Class to sell their equity interest in Lafarge America at an unfair price, and deprive Lafarge America’s public shareholders of maximum value to which they are entitled. The Individual Defendants, including the LAFP Affiliated Defendants, have also breached the duties of loyalty and due care by not taking adequate measures to ensure that the interests of the Company’s public shareholders are properly protected from over-reaching. LAFP has breached its fiduciary duties by using its knowledge and control for its own benefit.

     36) The terms of the Offer are unfair to Plaintiff and the Class, and the unfairness is aggravated by the gross disparity between Defendant’s knowledge and information by virtue of their positions of control of Lafarge America and that possessed by the Company’s public shareholders. Defendants’ scheme and intent is to take advantage of this disparity and to induce Plaintiff and the Class to relinquish their shares in the Offer at an unfair price on the basis of incomplete or inadequate information.

12

     37) As a result of Defendants’ action, Plaintiff and the Class have been and will be damaged by the breaches of fiduciary duty and, therefore, Plaintiff and the Class will not receive the fair value of Lafarge America’s assets and businesses.

     38) Unless enjoined by this Court, Defendants will continue to breach their fiduciary duties owed to Plaintiff and the Class, and will succeed in their plan to exclude Plaintiff and the Class from the fair proportionate share of Lafarge America’s valuable assets and businesses, all to the irreparable harm of the Class.

     39) Plaintiff and the Class have no adequate remedy of law.

FIRST CLAIM FOR RELIEF

Breach of Fiduciary Duty

     40) All preceding allegations are adopted by reference in this count as if fully set forth herein.

     41) All alleged herein, each Defendant has breached identified fiduciary duties owed to Plaintiff and the Class.

     42) As a proximate result of such breach(es) of fiduciary duty, Plaintiff and the Class has been damaged, as further alleged herein.

13

     WHEREFORE, Plaintiff prays for judgment and relief as follows:

(a)	declaring that this lawsuit is properly maintainable as a class action and certifying Plaintiff as a representative of the Class;
(b)	declaring that the Defendants and each of them have committed a gross abuse of trust and have breached their fiduciary duties to Plaintiff and the other members of the Class;
(c)	preliminarily and permanently enjoining Defendants and their counsel, agents, employees, and all person acting under, in concert with, or for them, from proceeding with or implementing the tender offer;
(d)	in the event the proposed transaction is consummated, rescinding it and setting it aside and granting, inter alia, rescissory damages;
(e)	awarding compensatory damages against Defendants, jointly and severally, in an amount to be determined at trial, together with prejudgment interest at the maximum rate allowable by law;
(f)	awarding Plaintiff and the Class their costs and disbursements and reasonable allowances for Plaintiff’s

14

	counsel and experts’ fees and expenses; and
(g)	granting such other and further relief as may be just and proper.

JURY TRIAL DEMANDED

     Plaintiff and the proposed Class demand a trial by jury on all issues so triable.

Dated: March 2, 2006

[Continued on next page]

15

Respectfully submitted,

LAW OFFICES OF CHARLES J. PIVEN, P.A.
 

/s/ Marshall N. Perkins  

Charles J. Piven 

Marshall N. Perkins
The World Trade Center - Baltimore
Suite 2525
401 East Pratt Street
Baltimore, Maryland 21202
Tel: (410) 332-0030
Fax: (410) 685-1300

Counsel for Plaintiff
& the proposed class 

Of Counsel:

Patricia C. Weiser
The Weiser Law Firm, P.C.
121 N. Wayne Avenue, Suite 100
Wayne, PA 19087
Telephone: 610-225-2677
Facsimile: 610-225-2678

EX-99.(A)(20)

Exhibit (a)(20)

IN THE CIRCUIT COURT OF BALTIMORE CITY, MARYLAND

SHELDON and ESTHER SCHWARTZ 2510 Ouellette Avenue Windsor, ON N9A6S7
On behalf of themselves and all others similarly situated,	Civil Action No.
Plaintiffs
v.
LAFARGE NORTH AMERICA INC., LAFARGE S.A., BERTRAND P. COLLOMB, BERNARD L. KASRIEL, BRUNO LAFONT, MARSHALL A. COHEN, ROBERT W. MURDOCH, JOHN D. REDFERN, PHILIPPE R. ROLLIER, MICHEL ROSE, PHILIPPE P. DAUMAN, CLAUDINE B. MALONE, BLYTHE J. McGARVIE, JAMES M. MICALI, BERTIN F. NADEAU, LAWRENCE M. TANENBAUM, and GERALD H. TAYLOR, [address for all Defendants:] 11 East Chase Street Baltimore, Md. 21202                                                       Defendants	JURY TRIAL DEMANDED 24-C-002305

CLASS ACTION COMPLAINT

     Plaintiffs, by their undersigned attorneys, for their complaint against Defendants, allege upon information and belief, except as to paragraph 2 hereof, which is alleged upon knowledge, as follow:

     1. Plaintiffs bring this action pursuant to Md. Rule 2-231 on their behalf and as a class action on behalf of all persons, other than Defendants and those in privity with Defendants, who own the common stock of Lafarge North America Inc. (“LNAI” or the

“Company”) and/or Lafarge Canada, Inc. (“Lafarge Canada”) Exchangeable Preference shares (“EPS”).

     2. Plaintiffs have been the beneficial owners of more than 21,617 EPS shares of subsidiary, Lafarge Canada, since prior to the transaction herein complained of and continuously to date. The EPS shares of Lafarge Canada are exchangeable at the option of the holder into common stock of LNAI on a one-for-one basis and have rights and privileges that parallel those of the shares of common stock of LNAI.

     3. Defendant LNAI is a corporation duly organized and existing under the laws of the State of Maryland with its principal offices located at Herndon, Virginia. LNAI operates as supplier of construction materials in the United States and Canada, through its major subsidiary, Lafarge Canada. The company produces and sells cement, ready-mixed concrete, gypsum wallboard, aggregates, asphalt, and related products and services. It operates in three segments: (i) Aggregates, Concrete, and Asphalt; (ii) Cement; and (iii) Gypsum. The Aggregates, Concrete, and Asphalt segment supplies aggregates, including sand, gravel, and crushed and graded stone; ready-mixed concrete, including concrete specialty mixes, such as Agilia that eliminates the need for vibration and produce a surface finish, and Ductal that can bend without breaking; and asphalt for use in the North American construction industries. LNAI was incorporated in 1977. The Company, and thus all Defendants,

conduct said business in the State of Maryland, including conducting regular and persistent business in Baltimore City, Maryland. LNAI maintains principal Maryland offices at 11 East Chase Street, Baltimore City, Maryland, 21202. As such, all Defendants identified herein conduct regular business in Baltimore City, Maryland. Venue of this action is proper per § 6-201, at seq. of the Maryland Courts & Judicial Proceedings Article. LNAI is majority owned by Lafarge S.A., as described below. As of January 31, 2006, the Company had over 71,386,000 shares of Common Stock and 3,949,000 Exchangeable Preference Shares of subsidiary, Lafarge Canada stock outstanding.

     4. Defendants Lafarge S.A. a company located at 61, rue des Belles Feuilles, 75116 Paris, France, beneficially owns approximately 39,493,511 or 52.4% of the shares of the Company, Lafarge S.A., is a party to a Control Option Agreement dated November 1, 2003 with the Company. This agreement is intended to enable Lafarge S.A. to maintain its existing margin of voting control. Through this agreement and unless earlier terminated, Lafarge S.A. has the right until October 31, 2013 to purchase voting securities from the Company issues voting securities. Either the Company of Lafarge S.A may terminate the agreement before October 31, 2013 by giving the other one year’s notice. Through its worldwide interests, Lafarge S.A. is principally engaged in the manufacture and sale of cement, concrete, aggregates, gypsum products and roofing products.

     5. Defendant Bertrand P. Collomb, (“Collomb”) is and has been at all relevant times Chairman of the Board of the Company and Chairman of the Board of Lafarge S.A. Mr. Collomb has served as Chairman of the Board of the Company since January 1989 and as Chairman of the Board of Lafarge S.A. since August 1989. He served as Chief Executive Officer of Lafarge S.A. from August 1989 through May 2003. He served as Vice Chairman of the Board and Chief Operating Officer of Lafarge S.A. from January 1989 to August 1989. He was Vice Chairman of the Board and Chief Executive Officer of Lafarge North America Inc. and Senior Executive Vice President of Lafarge S.A. from 1987 until January 1989. Collomb has served as a director of the Company since 1985.

     6. Defendant Bernard L. Kasriel, (“Kasriel”) is and has been at all relevant times Vice Chairman of the Board of the Company and Vice Chairman and Chief Executive Officer of Lafarge S.A. Kasriel was elected to his current position in May 1996. He has served as Vice Chairman of Lafarge S.A. since January 1995. He served as Chief Operating Officer of Lafarge S.A. from January 1995 through May 2003, when he was appointed Chief Executive Officer of Lafarge S.A. He also served as Managing Director of Lafarge S.A. from 1989 to 1994, Senior Executive Vice President of Lafarge S.A. from 1987 to 1989 and Executive Vice President of Lafarge S.A. from 1982 until March 1987. Kasriel is also director of Sonoco Products Company. Kasriel has served as director of the Company since 1989.

     7. Defendant Bruno Lafont (“Lafont”) is and has been at all relevant times a director of the Company. He is currently the Chief Executive officer of Lafarge S.A. as of January 1, 2006. Prior to becoming CEO, Lafont was Senior Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. Lafont served as Executive Vice President — Gypsum of Lafarge S.A. from 1998 to May 2003, when he was appointed Chief Operating Officer. From 1995 to 1998, he served as Executive Vice President — Finance of Lafarge S.A. Prior to that, Lafont served in a variety of financial and managerial positions with Lafarge S.A. after joining Lafarge S.A. in 1983 as an internal auditor. Lafont has served as a director of the Company since 2003.

     8. Defendant Marshall A. Cohen (“Cohen”) is and has been at all relevant times a director of the Company and counsel at Cassels Brock & Blackwell, Barristers and Solicitors since October 1996. Cohen is the father-in-law of Tanenbaum’s son identified herein.

     9. Defendant Robert W. Murdoch (“Murdoch”) is and has been at all relevant times a director of the Company. Murdoch was formerly President and Chief Executive Officer of the Company from January 1989 to August 1992, President and Chief Executive Officer of Lafarge Canada from 1985 to 1992, Senior Executive Vice President of Lafarge S.A. from August 1989 to September 1992 and President and Chief Operating Officer of the Company from 1987 to

5

1989. Murdoch is also a director of Lafarge S.A., Sierra Systems Group Inc., Lallemand, Inc., and Timberwest Forest Products Corp. Murdoch has served as a director of the Company since 1987.

     10. Defendant John D. Redfern (“Redfern”) is and has been at all relevant times a director of the Company and Chairman of the Board of Lafarge Canada since 1984. Redfern served as Vice Chairman of the Board of the Company from January 1989 to May 1996, as Chairman of the Board of the Company from 1985 until January 1989, as President and Chief Executive Officer of the Company from 1983 until 1985 and as Chief Executive Officer of Lafarge Canada from 1977 to 1985. Redfern has served as a director of the Company since 1983.

     11. Defendant Philippe R. Rollier (“Rollier”), is and has been at all relevant times a director of the Company. He is also President and Chief Executive Officer of the Company since May 2001.  Rollier served as Regional President of Lafarge S.A. — Central Europe and CIS for Cement, Aggregates and Concrete from 1995 to 2001 and has served as Executive Vice President of Lafarge S.A. since 1999. As of March 15, 2005, Rollier held a non-interest bearing loan from the Company in the amount of $925,000. Rollier is also a director of Moria S.A. Rollier has served as a director of the Company since 2001.

     12. Defendant Michel Rose (“Rose”) is and has been at all relevant times a director of the Company, He is also Senior

6

Executive Vice President and Co-Chief Operating Officer of Lafarge S.A. Defendant Rose has served as Senior Executive Vice President of Lafarge S.A. since 1989. Rose served as President and Chief Executive Officer of the Company from September 1992 until September 1996. He served as Chairman and Chief Executive Officer of Orsan S.A., a subsidiary of Lafarge S.A., from 1987 to 1992. Rose has served as a director of the Company since 1992.

     13. Defendant Lawrence M. Tanenbaum (“Tanenbaum”) is and has been at all relevant times a director of the Company. Tanenbaum, his family and certain family trusts own 100% of the capital stock of Kilmer Van Nostrand Co. Limited (“Kilmer”), from whom the Company acquired the Warren Paving & Materials Group Limited (“Warren”) in December 2000. Kilmer received as consideration for such sale approximately 166,434,000 million shares of no par redeemable preferred shares (the “Preferred Shares”) issued by Lafarge Canada. The Preferred Shares are redeemable at the original issue price, in whole or in part, on or after December 29, 2005 at the option of the holder thereof. Further, at any time following December 29, 2015, LNAI may redeem all or a portion of the outstanding Preferred Shares at an amount equal to the issuance price. As of December 31, 2005 none of the Preferred Shares had been redeemed. The Preferred Shares are entitled to a preference over the LNAI common stock and Lafarge Canada EPS shares with respect to the payment of dividends and to

7

the distribution of assets in the event of the issuing subsidiary’s liquidation or dissolution.

a. At December 31, 2005, Kilmer continued to hold the 166,434,000 of Preferred Shares. During 2004, Kilmer was paid Cdn $10,602,000 in dividends on such preferred stock. At December 31, 2004, Kilmer held warrant to acquire 4.4 million shares of the Company’s common stock at $29.00 per share. Kilmer acquired this warrant for $14.4 million, in conjunction with the Company’s acquisition of Warren.

b. In 2004, the Company purchased from Kilmer for Cdn $122,000 its options to repurchase 10 parcels of real estate that the Company acquired from Kilmer in 2000 as part of the Warren acquisition. These options permitted Kilmer to repurchase the properties when the Company depleted or no longer was interested in mining aggregates reserves on these properties. In connection with the property sale, the Company exercised an option granted by Kilmer as part of the Warren acquisition to acquire certain real property for Cdn $2,458,000, an amount determined in accordance with a formula negotiated at the time of and in connection with the Company’s acquisition of Warren.

c. Also in connection with the property sale, the Company granted Kilmer an option to acquire a parcel of real property near Toronto, Ontario, for which option Kilmer paid the Company Cdn $158,000.

8

     d. During 2004, Ken Tanenbaum, the son of Defendant Tanenbaum, served as president of Innocon Inc. (a joint venture in which the Company holds a 50% indirect interest) at an annual salary plus bonus of Cdn $227,061, from which position he resigned in 2004.

     14. Defendants Philippe P. Dauman, Claudine B. Malone, Blythe J. Mcgarvie, James M. Micali, Bertin F. Nadeau and Gerald H. Taylor are and have been at all times relevant hereto directors of the Company.

     15. The individual Defendants defined in paragraphs 5-14 constitute the Board of Directors of LNAI and , by reason of their corporate directorships and executive positions, stand in a fiduciary position relative to the Company’s publics shareholders. Their fiduciary duties, at all times relevant herein, required them to exercise their best judgment, and to act in a prudent manner, and in the best interest of the Company’s minority shareholders. Said Defendants owe the public shareholders of LNAI the highest duty of good faith, fair dealing, due care, loyalty, and full candid and adequate disclosure.

CLASS ACTION ALLEGATIONS

     16. Plaintiffs bring this action on their own behalf and as a class action, pursuant to Maryland Rule 2-231, on behalf of all LNAI common shareholders and holders of Lafarge Canada EPS shares (except the Defendants herein and any person, firm, trust,

9

corporation, or other entity related to or affiliated with any of the Defendants) or their successors in interest, who are or will be threatened with injury arising from Defendants’ actions as more fully described herein.

     17. This action is properly maintainable as a class action.

     18. The class is so numerous that joinder of all members is impracticable. As of January 31, 2006, the Company had 71,386,000 shares of its common stock outstanding and 3,949,000 EPS shares of its subsidiary, Lafarge Canada, outstanding.

     19. There are questions of law and fact which are common to the class including, inter alia, the following: (a) whether Defendants have breached their fiduciary and other common law duties owed them to plaintiffs and the members of the class; (b) whether Defendants are pursuing a scheme and course of business designed to eliminate the public shareholders of LNAI and EPS shareholders of Lafarge Canada in violation of the laws of the State of Maryland in order to enrich Lafarge S.A. at the expense and to the detriment of the plaintiffs and the other public stockholders who are members of the class; (c) whether the proposed acquisition, hereinafter described, constitutes a breach of the duty of fair dealing with respect to the plaintiffs and the other members of the class; and (d) whether the class is entitled to

10

injunctive relief or damages as a result of Defendants’ wrongful conduct.

     20. Plaintiffs are committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiffs are typical of the claims of the other members of the class and plaintiffs have the same interests as the other members of the class. Plaintiffs will fairly and adequately represent the class.

     21. The prosecution of separate actions by individual members of the class would create the risk of inconsistent or varying adjudications with respect to individual members of the class which would establish incompatible standards of conduct for Defendants, or adjudications with respect to individual members of the class which would as a practical matter be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.

     22. Defendants have acted in a manner that affects plaintiffs and all members of the class, thereby making appropriate injunctive relief and/or corresponding declaratory relief with respect to the class as a whole.

BACKGROUND

     23. In 1956, Lafarge S.A. entered the North American cement market by building a cement plant in British Columbia,

11

     Canada. In 1970, Lafarge S.A. acquired Canada Cement Company, then already the largest cement producer in Canada. Lafarge S.A. entered the U.S. market in 1974, and in 1981 became the second largest U.S. cement producer by acquiring General Portland Inc. In 1983, a corporate reorganization established the Company as the parent of these operations in Canada and the U.S., and the Company completed an initial public offering of common stock. At all times since July 1, 1983, Lafarge S.A. has beneficially owned more than a majority of the issued and outstanding voting stock of the Company.

     24. In 2001, Lafarge S.A. acquired certain U.S. and Canadian cement, aggregates and concrete businesses as a result of the acquisition of the U.K.-based Blue Circle Industries PLC and thereafter divested the Canadian operations and certain U.S. operations of Blue Circle. In July 2004, Lafarge S.A. management discussed with Company management the possibility of swapping certain assets of Blue Circle North America Inc., Lafarge S.A.’s wholly-owned North American subsidiary, for certain assets of the Company.

     25. Between July 2002 and the first week of February 2006, Lafarge S.A., on numerous occasions, considered making a possible tender offer for all of the common shares of LNAI and Lafarge Canada EPS shares not currently held by it.

     26. On October 20, 2005, Lafarge S.A. issued a press release concerning its 2005 Nine Months Sales Report; — Sales up

12

8.2% to euro 11,759 million. However, it did mention weaker results attributed to the North American cement markets. Specifically it stated that:

We are continuing to experience good overall pricing trends in most of our markets, in a context of higher energy and transportation costs. The situation in our few difficult markets is evolving as expected, with continued weakness in Germany and, in cement, ongoing severe price competition in Brazil, stabilization of prices in South Korea and prices back to their previous levels in Malaysia. However, some North American markets (North East and the Great Lakes) have recently appeared softer. In this context, our previously stated full year expectation of like for like current operating income growth now appears challenging” said Jean-Jacques Gauthier, Executive Vice President and Chief Financial Officer. (Emphasis added)

     27. Following the announcement, LNAI stock dropped from $63.60 to $57.70 per share on volume of over 1.2 million shares.

     28. On November 7, 2005, LNAI reported third-quarter 2005 net income of $172.1 million, or $2.17 per share diluted, compared with net income of $165.6 million, or $2.16 per share diluted in the third quarter 2004. The press release further stated that:

Our volumes year-to-date remain ahead of 2004 record levels, although demand in some markets was weaker during the quarter,” said Philippe Rollier, president and chief executive officer of Lafarge North America. “Increased inflation, reduced cement plant

13

production, and weather disruptions offset the gains we wanted to achieve this quarter...

     29. Following the above announcement, LNAI stock continued its decline through November 15, 2005 to close at $53.27 per LNAI share. Following the October 19, 2005 through November 15, 2005, Lafarge Canada EPS shares declined from cdn$74.00 to cdn$63.71 per share.

     30. In November 2005, following the poor results of LNAI, Lafarge, S.A. again began to consider a possible tender offer for all of the common shares of LNAI and Lafarge Canada EPS shares not currently held by it. Following further discussions with JPMorgan and Cleary Gottlieb, management of Lafarge, S.A. formed a small work team to evaluate the Company’s strategic and financial position and to further explore the possibility of acquiring the common shares of LNAI and Lafarge Canada EPS shares not owned by Lafarge S.A.

     31. On January 31, 2006, LNAI reported its fourth-quarter profit jumped 47 percent. The Company reported net income of $144.6 million, or $1.84 per share, versus a prior-year profit of $98.7 million, or $1.28 per share. Additionally, the Company forecasted favorable pricing and modest volume growth in 2006. The press release specifically stated that:

Lafarge North America (NYSE: LAF; Toronto), the leading supplier of construction materials in the U.S. and Canada, today reported net

14

income in the fourth quarter of $144.5 million, or $1.84 per share diluted. These results include a tax credit of $32 million, or $0.41 cents per share diluted, associated with the repatriation of cash from Canada to the U.S. Excluding this credit, fourth-quarter 2005 earnings were $1.43 per share diluted, up 20 percent compared with $1.19 per share diluted on a comparable basis in the year-ago quarter (see table below for reconciliation).

“We are pleased with the strong finish of our cement segment, the solid pricing gains made in all of our product lines and the continued excellent performance of our gypsum business,” said Philippe Rollier, president and chief executive officer. “We again delivered significant year-over-year earnings growth, despite the challenges posed by substantial energy cost increases and disparities across the markets we serve in North America.”

The strengthening of the Canadian dollar contributed approximately $4.1 million to operating income during the quarter. Net sales for the quarter were up 14 percent to $1.1 billion. Excluding the strengthening of the Canadian dollar, net sales were 12 percent higher than last year.

*   *   *

Fourth-quarter ready-mixed concrete volumes of 2.5 million cubic yards were down 5 percent compared with the fourth quarter 2004. Volumes in the U.S. declined 8 percent, primarily due to lower demand in Louisiana as a result of Hurricane Katrina and cement shortages in the Denver area market. Volumes in Canada decreased 2 percent compared with last year, primarily due to lower demand in eastern Canada. Average ready-mix prices were up 11 percent, compared with the same period a year ago. Profitability in the quarter decreased slightly compared with the same period last year, due to significantly higher delivery and raw material costs, as well as the impact of

15

lower volumes.

Volumes for asphalt and paving in the quarter decreased by 4 percent compared with 2004, primarily due to delays in paving projects in Colorado and weak market conditions in eastern Canada. Operating Income for the quarter decreased slightly compared with the same period last year. As a result of the project delays in Colorado, the company has higher backlogs going into 2006.

*     *     *

Outlook

Although visibility is limited this early in the year, the company anticipates overall modest volume growth in 2006 with uneven demand patterns across its regional markets. The company also expects continued favorable pricing in the most markets during 2006. An additional cement price increase of approximately $10 per ton in local currency went into effect in U.S. and Canadian markets on January 1, 2006.

          32.     On February 5, 2006, a meeting of Lafarge S.A.’s board of directors was convened in Paris to discuss a potential tender offer for the publicly held common shares of LNAI and Lafarge Canada EPS shares. After discussions and questions by the board members to Lafarge S.A.'s management, Lafarge S.A.'s board authorized Lafarge S.A.’s management to proceed with a tender offer for the LNAI common shares and the Lafarge Canada EPS shares not held by Lafarge S.A. and its subsidiaries at a cash price of $75.00 per share.

16

          33.     Later the same day, representatives of Lafarge S.A. contacted representatives of the Company to advise them of Lafarge S.A.’s intention to commence the cash tender offer (the “Offer”) for the remaining 46.8% minority stake it does not own at the price of $75 in cash for each LNAI share and Lafarge Canada EPS share (the “Offer”).

          34.     On February 6, 2006, before the market open, Lafarge, S.A. announced the terms of the Offer in a press release. Following the announcement, LNAI stock increased from its previous close of $64.25 to its close of $82.14 per share. Lafarge Canada EPS shares increased from its previous close of cdn$74.50 to its close of cdn$93.81.

          35.     On February 8, 2006, the LNAI board of Directors appointed a special committee consisting of Marshall A. Cohen, Philippe P. Dauman, Blythe J. McGarvie, James M. Micali, Bertin F. Nadeau, John D. Redfern, Lawrence M. Tanenbaum and Gerald H. Taylor. The Special Committee is being assisted in its consideration of the tender offer by its financial, legal and other advisors, including Merrill Lynch & Co., Simpson Thacher & Bartlett LLP, Venable LLP and MacKenzie Partners, Inc.

          36.     On February 21, 2006, Lafarge S.A., owner of a 53.2% stake in LNAI commenced its cash tender offer (the “Offer”) for the remaining 46.8% minority stake in LNAI it does not own. Lafarge S.A. offered shareholders $75 in cash for their common shares of

17

LNAI and Lafarge Canada EPS shares held by them. Based on the 35.3 million minority-owned shares and on outstanding options, the Offer represents a total transaction value of $3.0 billion.

     37. Lafarge, S.A. has entered into a $2,800,000,000 credit agreement with the J.P. Morgan plc and BNP Paribas. In connection with the consummation of the tender offer and related transactions (including the potential refinancing of existing bank indebtedness of the Company), Lafarge, S.A. expects to borrow all funds available under this credit agreement. In addition, Lafarge, S.A. expects to borrow all other required funds under an existing 1,850,000,000 euro credit facility agreement with a syndicate of banks. Lafarge, S.A. expects that the funds available pursuant to these agreements will be sufficient to consummate the Offer. In addition, these agreements will enable Lafarge, S.A. to refinance existing bank indebtedness of the Company in the event that Lafarge, S.A. elects to do so.

     38. The Offer is conditioned upon, among other things, the tender of a majority of the shares of LNAI not owned by Lafarge S.A. and its affiliates and ownership by Lafarge S.A. of at least 90% of the outstanding shares of LNAI, in each case taking into account both the common shares and EPS shares together as a group. Any common shares not acquired in the tender offer will be acquired in a subsequent “short form” merger at the same price per share offered in the Offer.

18

     39. The contemplated transaction, which Lafarge S.A. will fund entirely through debt, is expected to be immediately accretive to Lafarge S.A.’s earnings per share by approximately 6-7% in 2006. Lafarge S.A. expects this accretion to be realized through approximately 20 million euros of identified after-tax savings, resulting primarily from reductions in administrative expenses and financing costs. Lafarge S.A. also expects that the acquisition will permit Lafarge S.A. to optimize the use of its free cash flow as well as its balance sheet structure. Current economic conditions, including low interest rates, a favorable Euro-Dollar exchange rate and a robust U.S. construction market, make it particularly attractive at this time for Lafarge S.A. to seek to consolidate its ownership of the Company. Additionally, the Offer would also allow Lafarge S.A. to sell its gypsum unit, which is now part-owned by LNAI, more easily.

     40. The proposed transaction serves no legitimate business purpose for either LNAI, Lafarge Canada and/or their public stockholders. The Offer is designed to serve the business purposes of Lafarge S.A. only, without regard to the interests of the public stockholders of LNAI or Lafarge Canada.

     41. Furthermore, the public common stockholders of LNAI and Lafarge Canada EPS shareholders are not receiving fair value for their holdings in connection with the offer. The proposed plan will, for a grossly inadequate consideration, deny plaintiffs and

19

the other members of the class their right to share proportionately in the future success of LNAI and its valuable assets, while permitting Lafarge S.A. to reap huge benefits from the transaction.

     42. Moreover, Defendants have failed to take those steps necessary to ensure that the Company’s shareholders will receive maximum value for their shares of LNAI common stock and Lafarge Canada EPS shares. Defendants have failed to conduct an active auction or to establish an open bidding process in order to maximize shareholders value in selling the Company.

     43. Lafarge S.A. and the Individual Defendants have clear and material conflicts of interest and are acting to better the interests of Lafarge S.A. and themselves at the expense of LNAI’s public stockholders and Lafarge Canada EPS shareholders.

     44. Admittedly, Lafarge, S.A. relied upon: (i) information obtained in connection with LNAI’s 2005 Strategic Review prepared in March-April of 2005; and (ii) LNAI’s 2006 budget prepared as of the end of January 2006. Lafarge S.A. in connection with its consideration of the Offer, states that it developed its own financial projections for the Company for 2006 and 2007. In developing its projections for 2006, Lafarge S.A. relied principally on the 2006 Annual Budget. In developing its projections for 2007, Lafarge S.A. used the overall market projections and Company objectives contained in the 2005 Strategic Review, more recent market forecasts (including those published by

20

     the Portland Cement Association) and Lafarge S.A.’s view of the Company’s prospects.

     45. The following table is an excerpt of Lafarge S.A.’s projections for the Company from its tender offer statement dated February 21, 2006:

($ million, expect per share data)	2006F		2007F
Sales		4,500		4,800
EBITDA		861		940
Operating income		601		664
Diluted earnings per share	$	4.62	$	5.16

     46. However, on February 16, 2006, LNAI informed Lafarge S.A. that its budgeted 2006 EBIT forecast was too low. In fact, LNAI stated that it has “identified a number of favourable and unfavourable variances to the 2006 budget. In total, [it expects its] first outlook for 2006 to show a notable increase in expected EBIT compared to [the] 2006 budget.” Lafarge S.A.’s forecast for weak EBITDA growth is baseless given strong pricing and volumes in the high fixed/low variable cost industry. Additionally, other North American cement companies have openly forecasted higher cement demand and prices. Due to moderation of energy prices, it could be a very profitable year for LNAI. Thus, Lafarge S.A.’s purchase analysis was based on lower, outdated budgeted numbers in addition to inappropriate methodologies for forecasting.

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     47. The following table is an excerpt of LNAI’s projections for the Company:

($ million, except per share data)	2006F
Sales		4,636
EBITDA		866
Operating income		601
Diluted earnings per share	$	4.63

     48. Lafarge S.A’s forecasts fail to take into consideration the public guidance provided in LNAI’s fourth quarter conference call held on February 1, 2006 discussing LNAI’s 2006 Revenue Growth Factors as indicated in the table below obtained from Dundee Securities Corporation:

2006 Revenue Growth
Factors		US$ mm
Cement	1.5% Volume, 10% Price = (1.015*1.10-1)*1551		181
Gypsum	12% Dec Price Increase = 12 % * 411.9		49
Aggregates	4-6% Price Increase = 5% * 2557		128
Guided Growth Growth Per Lafarge S.A.	= 4500-4310		358 190
Estimate of Revenue Understatement			168

     49. Lafarge S.A. fails to account for $168 million of added revenue in addition to not providing any benefit to the trailing impact of gypsum price increase throughout 2005, possible

22

upside from higher cement import volumes, higher aggregate volumes, FX on Canadian sales and greater production from an expanded Buchanan plant.

     50. The following table is analyst Dundee Securities Corporation’s projection for the Company:

($ million, except per share data)	2006F		2007F
Sales		4,688		4,908
EBITDA		914		1040
Operating income		639		749
Diluted earnings per share	$	5.09	$	6.05

     51. The Offer implies an EV/EBITDA multiple of 7.7x This is not a fair price in comparison to average and median acquisition multiples transacted over the past several years.

Figure — Average and Median Acquisition Multiples for Cement and Aggregate Companies 1999-2005 and Multiples Offered based on Lafarge NA’s November Budget

Trxn Value

Price/

Price/

EV/

EV/

Date

Buyer

Target

(USmillions)

EBITDA

EBIT

EBITDA

EBIT

1999

Heidleberg

Scancem

2,500.0

6.7x

11.7x

8.0x

14.1x

1999

Anglo-American

Tarmac

2,000.0

5.8x

8.7x

7.4x

11.1x

2000

Hanson

Pioneer International

2,500.0

9.5x

17.1x

11.5x

20.7x

2000

RMC

Rugby

1,500.0

8.0x

10.9x

6.0x

10.9x

2004

Lafarge

Blue Circle

7,000.0

8.2x

11.4x

11.5x

15.9x

2004

Cemex

RMC

4,200.0

6.3x

10.3x

8.9x

22.9x

2005

Holum

Aggregate Industries

3,400.0

10.8x

10.8x

14.2x

14.2x

2005

Spohn Cement

Heidelberg

8,500.0

5.8x

9.6x

8.2x

13.7x

2006

Lafarge SA

Lafarge NA**

5,946.5

7.0x

19.0x

7.3x

10.5x

Average Excluding Lafarge

7.6x

12.1x

9.7x

15.4x

Average Excluding Lafarge

7.3x

11.1x

8.6x

14.2x

2005

Lafarge SA

Lafarge NA

5,946.5

7.3x

10.6x

7.6x

11.0x

2006

Lafarge SA

Lafarge NA

6,541.2

7.6x

10.9x

7.7x

11.1x

Figures for all companies are based on annual report immediately preceding acquisition. Takeover price may be skewed by time of year of acquisition given significant cyclicality of operations.

Source: Company Reports, Bloomberg, Dundee Securities Corporation

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     52.     As of February 22, 2006, Dundee Securities Corporation has a 12-month target price for both the common shares of LNAI and Lafarge Canada EPS shares of $89.40 and cdn$102.30, respectively. An analyst at ABN Amro NV, John Carnegie calculated that Lafarge S.A. could boost the offer $10 a share and still benefit. In fact, John Carnegie described the price as “way under” what shareholders would expect.

     53.     Furthermore, Lafarge, S.A. has engaged JPMorgan and BNP Paribas to act as a joint Dealer Managers in connection with the Offer. Both advisors are conflicted. JPMorgan and BNP Paribas provided certain financial advisory services to Lafarge, S.A. in connection with the Offer. Lafarge, S.A. will pay JPMorgan and BNP Paribas fees and expenses in connection with the Offer and the Merger in the amount of $12,840,000. Lafarge, S.A. has also agreed to indemnify JPMorgan, BNP Paribas and their respective affiliates against liabilities and expenses relating to or arising out of its engagement, including liabilities under the federal securities laws. Lafarge, S.A. has also agreed to pay its legal counsel $6,000,000 in connection with the Offer.

     54.     Lafarge S.A., as a controlling shareholder, stands in a fiduciary position relative to the Company’s public stockholders. Lafarge S.A.’s fiduciary duties, including those of the LNAI directors whom it controls, at all times relevant herein, required them to exercise their best judgment and to act in prudent

24

manner and in the best interest of the Company’s minority stockholders. As a controlling shareholder, Lafarge S.A. and its agents on LNAI’s board, owed the public, non-Lafarge S.A., minority stockholders of LNAI the highest duty of good faith, fair dealing, due care, loyalty and full, candid and adequate disclosure.

     55.     Give Lafarge S.A.’s control of the Company, it is able to dominate and control LNAI’s Board of Directors. Under the circumstances, none of the directors can be expected to protect LNAI and Lafarge Canada’s public stockholders in dealing between Lafarge S.A. and the public shareholder, as exemplified by the proposed transaction.

     56.     Because of Lafarge S.A.’s control of the Company, no third party, as a practical matter, is likely to attempt any competing bid for LNAI, as the success of any such bid would require the consent and cooperation of Lafarge S.A. It has represented that is not interested in selling its shares of the Company.

     57.     Thus Lafarge S.A. has the power and is exercising its power to enable it to acquire the Company’s public common and EPS shares and dictate terms which are contrary to the public stockholders’ best interest and do not reflect the fair value of LNAI or Lafarge Canada’s EPS stock.

     58.     Lafarge S.A. has breached its duty of loyalty to LNAI common shareholders and Lafarge Canada’s EPS shareholders by

25

using its control of LNAI to seek to force plaintiffs and the Class to surrender their equity interest in LNAI and Lafarge Canada at an unfair price.

     59.     The terms of the transaction are unfair to the Class, and the unfairness is compounded by the gross disparity between the knowledge and information possessed by Lafarge S.A. by virtue of its position of control of LNAI and that possessed by LNAI and Lafarge Canada’s public stockholders. Lafarge S.A. intends to take advantage of this disparity and to induce the Class to relinquish their shares in the acquisition at an unfair price on the basis of incomplete or inadequate information.

     60.     As a result of the Defendants’ unlawful actions, plaintiffs and the other members of the Class will be irreparably harmed in that the nature and value of their investment in LNAI and Lafarge Canada will be compromised for the sole benefit of Lafarge S.A. and its shareholders. Unless the proposed offer is enjoined by the Court, Defendants will continue to breach their fiduciary duties owned to plaintiffs and the members of the Class, all to the irreparable harm of the members of the Class.

     61.     Plaintiffs and the other members of the Class have no adequate remedy at law.

26

CLAIM FOR RELIEF

Count One

Breach of Fiduciary Duty

     62.     All preceding allegations are adopted by reference in this count as if set forth fully herein.

     63.     As alleged herein, each Defendant has breached identified fiduciary duties owed to Plaintiffs and the members of the proposed class.

     64.     As a proximate result of such breach (es) of fiduciary duty, Plaintiffs and each member of the proposed class has been damaged, is further alleged herein.

     WHEREFORE, Plaintiffs demand judgment against the Defendants jointly and severally, as follows:

     A.     declaring this action to be a class action and certifying plaintiffs as class representatives;

     B.     enjoining, preliminarily and permanently, the offer for acquisition of the LNAI and Lafarge Canada stock owned by plaintiffs and the other members of the class under the terms presently proposed;

     C.     to the extent, if any, that the transaction or transations complained of are consummated prior to the entry of this Court’s final judgment, rescinding such transaction or transactions, and granting, inter alia, rescissory damages;

27

     D.     directing that Defendants pay to Plaintiffs and the other members of the class all damages caused to them and account for all profits and any special benefits obtained as a result of their unlawful conduct;

     E.     awarding Plaintiffs the costs and disbursements of this action, including a reasonable allowance for the fees and expenses of plaintiffs’ attorneys and experts; and

     F.     granting Plaintiffs and the other members of the class such other and further relief as may be just and proper.

JURY TRIAL DEMAND

     Plaintiffs and the proposed class demand a trial by jury on all issues so triable.

Dated: March 3, 2006	LAW OFFICES OF CHARLES J. PIVEN, P.A.
	/s/ Marshall N. Perkins
	Charles J. Piven
	Marshall N. Perkins The World Trade Center-Baltimore Suite 2525 401 East Pratt Street Baltimore, Maryland 21202 (410)  332-0030 Attorneys for Plaintiffs and the proposed class

OF COUNSEL:

Joshua M. Lifshitz, Esquire
BULL & LIFSHITZ, LLP
18 East. 41^st Street
New York, New York 10017
212-213-6222

28

EX-99.(E)(27)

Exhibit (e)(27)

Excerpts from 2005
Proxy Statement

How are directors compensated?

     Base Compensation. Directors who are also employees of the Company receive no additional compensation for service as directors. Each non-employee director receives an annual fee of $40,000 for service as a director, plus $2,000 for each Board meeting attended. Each non-employee director also receives an annual fee of $5,000 for each committee on which he or she serves (other than the Nominating committee whose members receive no additional compensation), plus $2,000 for each committee meeting attended. A non-employee director serving as chair of the following committees receives the following amounts annually for service as chair of such committees: Audit - $20,000; Board Governance — $10,000; Management Development and Compensation — $10,000; Corporate Development — $5,000; Finance — $5,000; Pension — $5,000; and Executive — $5,000. The lead director, who presides at executive sessions of the Company’s non-management directors, receives an additional $25,000 annually. All fees are paid quarterly. All directors are reimbursed for travel, lodging and other expenses they incur related to attending Board and committee meetings.

     Each year, directors may elect to defer payment of their fees for that year until termination of their service as a director. Any such election must be made prior to that year’s annual stockholder meeting and must specify one of two payment options—lump sum or up to ten annual installments. Directors may elect either to have their deferred fees bear interest computed quarterly at the average prime rate for the quarter or to invest their deferred fees (in increments from 10% to 100%) in “phantom” shares of the Company’s Common Stock. Investments in phantom shares will be valued at the NYSE closing price of the Company’s Common Stock on the date non-deferred fees would be payable. Dividends will be credited to deferred phantom shares and will be reinvested in additional phantom shares at the NYSE closing price on the dividend payment date. Directors may change existing deferred compensation investments (from cash to phantom shares or vice versa) each quarter during prescribed window periods. Phantom shares will have no voting rights and may not be sold or transferred. Distributions from phantom shares will be valued at the NYSE closing price of the Company’s Common Stock on the last trading day before the payment date.

     Non-employee directors age 70 or older (or, with the approval of the Board Governance Committee, between the ages of 65 and 69) who joined the Board of Directors no later than the Company’s 2004 Annual Meeting of Stockholders and who have seven or more years of credited service as a director are entitled to receive upon retirement from the Board of Directors $20,000 annually for the remainder of his or her life, and his or her surviving spouse is entitled to receive $10,000 annually for the remainder of his or her life following such director’s death. Non-employee directors who joined the Board of Directors no later than the Company’s 2004 Annual Meeting of Stockholders and who retire at age 55 through 69 with three or more years of credited service are entitled to receive upon retirement $20,000 annually for a period of time equal to his or her period of credited service as a director and his or her surviving spouse is entitled to receive $10,000 annually for the balance of such period if the director dies before the end of such period. Those who join the Board of Directors after the Company’s 2004 Annual Meeting of Stockholders are not entitled these benefits.

8

     For 2004, Bertrand Collomb received a salary of $325,000 for serving as Chairman of the Board of the Company; Bernard Kasriel received a salary of $195,000 for serving as Vice Chairman of the Board; and John D. Redfern received a fee of Cdn. $36,400 for serving as the non-executive Chairman of the Board of our subsidiary, Lafarge Canada Inc. Mr. Redfern also received certain perquisites (club dues and company car) valued at less than $20,000 for his service as Chairman of Lafarge Canada Inc. In addition, Mr. Redfern and Mr. Murdoch each received from Lafarge Canada Inc. an annual fee of Cdn. $14,000 for serving as directors plus Cdn. $1,500 for each board or committee meeting he attended. Both are also reimbursed by Lafarge Canada Inc. for travel, lodging and other expenses they incur related to attending Lafarge Canada Inc. board and committee meetings.

     Options. Each non-employee director receives during February of each year an automatic grant of an option to purchase 1,000 shares of common stock. In February 2004, Marshall A. Cohen, Philippe P. Dauman, Bruno Lafont, Claudine B. Malone, Robert W. Murdoch, Bertin F. Nadeau, John D. Redfern, Michel Rose, Lawrence M. Tanenbaum and Gerald H. Taylor received grants under this plan. Each option permits the recipient to purchase shares at their fair market value on the date of grant, which was $41.86 in the case of options granted in February 2004.

     Blythe J. McGarvie and James M. Micali each automatically received a one-time grant of an option to purchase 5,000 shares of common stock upon their election to the Company’s Board of Directors in 2004. These options permit Ms. McGarvie and Mr. Micali to purchase shares at $43.99, their fair market value on the date of grant.

     Options granted to non-employee directors vest depending upon the director’s length of service at the time of grant. Options granted to directors who have served continuously for at least four years as of the date of grant are fully vested. Options granted to directors who have served continuously less than four years as of the date of grant vest 25% on such date for each year of the director’s prior continuous service through the date of grant and vest 25% on each subsequent anniversary of the director’s joining the Board.

9

Executive Compensation

     The Company’s executive compensation program, including stock-based compensation, is administered by the Management Development and Compensation Committee of the Board of Directors. All members of the Committee are independent directors. All decisions made by the Committee relating to the compensation of the Company’s executive officers are presented to, and are available for review by, the full Board. All decisions relating to stock options are made solely by the Committee.

Report on Executive Compensation

     The following is a report submitted by members of the Management Development and Compensation Committee, addressing the Company’s compensation policy as it related to the Company’s executive officers for fiscal 2004:

     The goal of the Company’s executive compensation policy is to ensure that an appropriate relationship exists between executive pay and the creation of stockholder value, while at the same time motivating and retaining key employees. To achieve this goal, the Company’s executive compensation policies integrate competitive levels of annual base compensation with bonuses based upon corporate performance and individual initiatives and performance. This annual cash compensation, together with the payment of equity-based, incentive compensation, is designed to attract and retain qualified executives and to ensure that such executives have a continuing stake in the long-term success of the Company. All executive officers and certain key managers participate in the Company’s incentive compensation plans.

     In 2004, the Company’s executive compensation program consisted primarily of (i) base salary adjusted from the prior year, (ii) a bonus opportunity, based upon the performance measurements described below and (iii) options granted under the Company’s 2002 Stock Option Plan.

     Base Salary. In establishing base salaries for executive officers of the Company, the Company participates in executive compensation surveys with other construction materials and cement companies in the United States and Canada, reviews market data of general industry companies of similar size, and utilizes information provided by several independent compensation consultants. The comparison group utilized by the Company for cash compensation matters generally includes industrial companies with annual sales in excess of $1 billion, which employ more than 1,000 full time employees, with a unionized labor force, and which have been profitable over the most recent two to three year period. Individual performance among the companies included in the comparison group is not separately evaluated.

     The Company annually sets base salary ranges with midpoints for each of its executives, including the President and Chief Executive Officer, at levels within the range of those persons holding comparably responsible positions at other companies in the Company’s comparison group. Such midpoints are established based upon a market pricing system designed to assign a value for each executive office, taking into account the various responsibilities and duties of the specific position. Due to the Company’s long-term approach to compensation and the cyclical nature of the Company’s business, historically a greater percentage of the annual compensation (base salary plus bonus) paid to executive officers has been represented by the salary component. The Company has a system that pays slightly higher base salaries and lower annual bonuses. However, the annual cash compensation targets for the Company’s executive officers have generally been set slightly below the median for annual cash compensation totals in the comparison group.

     Salaries for executive officers are reviewed by the Board’s Management Development and Compensation Committee in the first quarter of each year and may be increased at that time on the basis of the individual performance of the executive, as evaluated by senior management, the Company’s financial performance, and changes in competitive pay levels. An annual overall budget of salary increases for the year is prepared, based upon the Company’s expected financial performance and taking into consideration the expected pay increases, if any, indicated by the various industry surveys and information from various compensation consultants. The Committee then utilizes this budget in establishing salaries based upon management’s evaluation of each officer’s performance

16

during the prior year. In 2004, in view of the Company’s long-term compensation objectives and the Company’s financial results, the budgeted salary increases were less than the projected salary increases for the comparison group utilized by the Company.

     The annual base salary of $550,000 for the President and Chief Executive Officer was established in accordance with the policies established for all executive officers and was 93% of the midpoint of the range utilized by the Company. The Chairman of the Board annually reviews the Chief Executive Officer’s performance and makes a salary recommendation which is acted upon by the Committee. The 2004 salaries of the other executive officers of the Company listed in the Summary Compensation Table (the “named executive officers”) ranged from approximately 89% to 107% of the midpoints established with respect to each of such positions.

     Annual Incentives. The Company has an annual bonus plan that provides for the payment of bonuses to certain executive officers and key managers contingent upon the achievement of certain financial targets and/or individual objectives. The bonus plan is intended to reward the accomplishment of corporate objectives, reflect the Company’s priority on maximizing earnings, and provide a fully competitive compensation package which will attract, reward and retain quality individuals. Under the plan, one-half of the total bonus opportunity for a participant is based upon the attainment of financially based Company performance objectives and one-half of the total bonus opportunity is based upon the achievement of individual objectives. If both the Company and individual performance objectives are attained or surpassed, participants will be eligible to receive maximum amounts ranging from 40% to 100% of their base salary, depending upon their position with the Company.

     Financially based performance objectives measure the Company’s performance for the year against certain economic value added criteria. Subjective performance criteria are used to evaluate each officer’s individual performance with respect to the individual objectives defined for such officer at the beginning of each year. Individual objectives may include the performance of a specific division or product line for which an officer is responsible, the reduction of Company or division expenses or debt, or other specific tasks or goals, and typically include a series of non-quantifiable objectives.

     Annual incentives are paid only upon the achievement of either financial performance objectives or individual performance objectives for the year. In light of the Company’s earnings performance, financial performance bonuses were paid with respect to 2004 in amounts ranging from 33.5% to 45.8% of the salaries of the Chief Executive Officer and the named executive officers. The individual performance bonuses paid to these persons with respect to 2004 were in the range of 31% to 44% of such salaries.

     Mr. Rollier’s total bonus amount was equal to approximately 88.4% of his 2004 salary. The Company performance objective on which a portion of such bonus was based was the achievement by the Company of economic value added targets specified by the Committee. The factors considered by the Committee in determining the portion of the bonus based on individual objectives included his leadership during the year with respect to (i) the Company’s significant improvement in operating results, (ii) corporate governance matters and building a strong executive team, (iii) progress in implementing customer orientation programs in cement and aggregates, concrete and asphalt operations and (iv) strategic growth initiatives and divestments.

     Long-Term Incentives. Long-term incentive awards strengthen the ability of the Company to attract, motivate and retain executives of superior capability and more closely align the interests of management with those of stockholders. Long-term awards granted in 2004 consisted of non-qualified stock options granted under the Company’s 2002 Stock Option Plan. Unlike cash, the value of a stock option will not be immediately realized. Stock options are granted with exercise prices equal to the prevailing market value of the Common Stock and will have value only if the Company’s stock price increases, resulting in a commensurate benefit for the Company’s stockholders. Generally, grants vest in equal amounts over four years. Executives generally must be employed by the Company or an affiliate of the Company at the time of vesting.

     The Committee considers on an annual basis the grant of options to executive officers and key managers. The number of options granted is generally based upon the position held by a participant and the Committee’s subjective evaluation of such participant’s contribution to the Company’s future growth and profitability. In accordance with the policy maintained by the Committee, the total number of options granted in 2004 under the Company’s stock option program represents approximately 1.7% of the approximately 75,000,000 outstanding shares of Common

17

Stock of the Company (including the Exchangeable Preference Shares of our subsidiary, Lafarge Canada Inc.). Generally, the grant of options is an annual determination, but the Committee may consider the size of past awards and the total amounts outstanding in making such a determination. For 2004, the Committee granted to Mr. Rollier an option to purchase 60,000 shares of the Company’s Common Stock based upon the foregoing factors.

     The Company has established a Long Term Cash Incentive Plan that is applicable to officers and key management personnel. This plan provides for payment of cash bonuses contingent upon the achievement of cumulative economic value added targets over a multi-year period. For the “named executive officers”, this plan can pay an award each year with maximums of 40% or 50% of their base salary based on cumulative results of the previous multi-year cycle. For the measurement period ending December 31, 2004, the named executives received awards ranging from 10.2% to 16.4% of their base salaries.

     The Committee believes that linking executive compensation to corporate performance results in a better alignment of compensation with corporate goals and stockholder interests. As performance goals are met or exceeded, resulting in increased value to stockholders, executives are rewarded commensurately. The Committee believes that compensation levels during 2004 adequately reflect the Company’s compensation goals and policies.

     Section 162(m) of the Internal Revenue Code generally limits the Company’s federal income tax deduction for compensation paid in a tax year to the Chief Executive Officer and four other most highly compensated executive officers to $1 million. The Company may deduct compensation above $1 million that is “performance-based” within the meaning of the Code. The Company has determined that amounts paid under the annual and long term bonus plans and stock options granted under the Company’s stock option plans qualify as “performance-based.”

February 4, 2005

Management Development and
Compensation Committee

Philippe P. Dauman, Chairman
Marshall A. Cohen
Blythe J. McGarvie
Bertin F. Nadeau
Gerald H. Taylor

18

Summary Compensation Table

     The following table sets forth information with respect to the Chief Executive Officer and the other four executive officers of the Company who were the most highly compensated for the year ended December 31, 2004 and who were serving as executive officers at year end.

										Long-Term Compensation
										# of
										Securities
	Annual Compensation									Underlying
Name and							Other Annual			Stock		LTIP		All Other
Principal Position	Year		Salary		Bonus		Compensation(1)			Options		Payouts		Compensation(2)
Philippe R. Rollier		2004	$	550,000	$	486,250	$	44,510	(3)		60,000	$	90,338	$	58,470
President and Chief		2003		510,000		340,043		120,081			40,000				57,938
Executive Officer		2002		485,000		298,033					40,000				94,201
Dominique Calabrese		2004		363,000		233,990		20,922	(4)		30,000		36,881		8,784
Executive Vice President		2003		329,000		166,803		139,552			20,000				26,164
and President Eastern Aggregates,		2002		242,250		151,592					15,000				217,088
Concrete & Asphalt
Thomas G. Farrell		2004		360,833		245,902					30,000		37,592		205,211
Executive Vice President		2003		313,000		155,561					20,000				25,822
and President Western Aggregates,		2002		230,454		131,155					15,000				194,121
Concrete & Asphalt
Jean-Marc Lechene		2004		311,000		277,527		197,480	(5)		30,000		35,143
Executive Vice President		2003		302,000		148,101		142,925			20,000				5,993
and President — Cement		2002		292,400		144,504		60,463			20,000				96,588
Larry J. Waisanen		2004		385,000		261,030					25,000		50,589		199,588
Executive Vice President		2003		357,800		183,695					25,000				15,629
and Chief Financial		2002		340,000		160,344					30,000				16,518
Officer

(1)	Excludes perquisites and other benefits, unless the aggregate amount of such benefits exceeded the lesser of $50,000 or 10 percent of the total annual salary and bonus reported for the named executive officer.
(2)	The amounts shown for 2004 include (a) $12,113 in contributions or allocations by the Company to each of Mr. Rollier’s, Mr. Farrell’s and Mr. Waisanen’s accounts under the Company’s Thrift Savings Plan and Thrift Savings Restoration Plan; (b) term life insurance premiums paid by the Company ($1,174 for Mr. Farrell and $1,963 for Mr. Waisanen); (c) interest that would have been payable by the executive on his interest free loan if the Company required interest to be paid ($46,357 for Mr. Rollier, $8,784 for Mr. Calabrese, and $3,757 for Mr. Farrell); and (d) relocation expenses paid by the Company ($188,167 for Mr. Farrell and $185,512 for Mr. Waisanen).
(3)	Includes $12,039 in U.S. residential real property tax and $32,471 reimbursed during the year for the payment of certain taxes for tax year 2003.
(4)	Includes $20,922 reimbursed during the year for the payment of certain taxes for tax year 2003.
(5)	Includes $8,063 for the use of a company car, $84,000 in housing related costs and $105,417 reimbursed during the year for the payment of certain taxes for tax years 2003.

19

Option Exercises and Year-End Values

     The following table shows information with respect to stock options exercised during 2004 and unexercised options to purchase the Company’s Common Stock granted to the Chief Executive Officer and the other named executive officers and held by them at December 31, 2004.

						Number of Securities				Value of Unexercised
	Shares					Underlying Unexercised				In-The-Money Options
	Acquired		Value			Options at December 31, 2004				at December 31, 2004(2)
Name	on Exercise		Realized (1)			Exercisable		Unexercisable		Exercisable		Unexercisable
Philippe R. Rollier		-0-	$	-0-			59,000		120,000	$	922,780	$	1,591,500
Dominique Calabrese		20,000		529,254			37,500		52,500		563,825		683,475
Thomas G. Farrell		15,000		212,888	(3)		7,500		52,500		77,025		683,475
Jean-Marc Lechene		15,700		418,516			26,300		59,000		451,505		794,550
Larry J. Waisanen		11,600		195,802			100,900		65,000		2,025,582		927,300

(1)	Market value on exercise date minus option exercise price times number of options exercised.
(2)	Market value at year end ($51.32) of one share of the Company’s Common Stock minus option exercise price times number of options.
(3)	Mr. Farrell did not sell 726 of the shares he acquired upon exercise of his options.

Option Grants

     The following table shows information with respect to grants of stock options pursuant to the Company’s 2002 Stock Option Plan during 2004 to the Chief Executive Officer and the other named executive officers. No stock appreciation rights were granted in 2004.

	Number
	of Securities		Option Grants in Last Fiscal Year
	Underlying		Percentage of
	Options		Total Options							Grant Date
	Granted (1)		Granted to Employees			Exercise		Expiration		Present Value (2)
Name	(#)		in 2004			Price ($/sh)		Date		($)
Philippe R. Rollier		60,000		4.74	%	$	41.86		2/05/14	$	724,200
Dominique Calabrese		30,000		2.37	%		41.86		2/05/14		362,100
Thomas G. Farrell		30,000		2.37	%		41.86		2/05/14		362,100
Jean-Marc Lechene		30,000		2.37	%		41.86		2/05/14		362,100
Larry J. Waisanen		25,000		1.98	%		41.86		2/05/14		301,750

(1)

All options expire ten years after the grant date and vest in annual 25% increments beginning one year after the grant date.

(2)

In accordance with Securities and Exchange Commission rules, we have used the Black-Scholes option pricing model to estimate the grant date present value of the options set forth in this table. Our use of this model should not be construed as an endorsement of its accuracy at valuing options. All stock option valuation models, including the Black-Scholes model, require a prediction about the future movement of the stock price. The real value of the options in this table depends upon actual changes in the market price of the Company’s Common Stock during the applicable period.

20

Long-Term Incentive Plans – Awards in Last Fiscal Year

     The following table shows information with respect long-term incentive plan awards made to the Chief Executive Officer and the other named executive officers during 2004.

			Performance
			or Other	Estimated Future Payouts Under
	Number of		Period Until	Non-Stock Price-Based Plans(2)
	Shares, Units or		Maturation
Name	Other Rights(1)		or Payout	Threshold ($)		Maximum ($)(3)
Philippe R. Rollier	$	90,338	3 Years	$	-0-	$	152,157
Dominique Calabrese	$	36,881	3 Years		-0-	$	80,344
Thomas G. Farrell	$	37,592	3 Years		-0-		79,864
Jean-Marc Lechene	$	35,143	3 Years		-0-		68,835
Larry J. Waisanen	$	50,589

(1)   Awards identified in this table are made pursuant to the Company’s Long Term Cash Incentive Plan. These awards are performance-based cash awards that depend on attainment of certain economic value added performance objectives and are designed to reward recipients for regular performance over a trailing three year period in excess of target levels under the Company’s annual bonus plan. Awards for 2004 are based on 2003 and 2004 performance only. Future awards are to be based on trailing three years of performance. Award sizes are based upon a percentage of base salaries and vary depending upon the individual’s position and responsibilities.

(2)   There is no “target” for awards under the Long Term Cash Incentive Plan. Performance at the Company’s annual bonus plan “target” levels would yield no awards under the Long Term Cash Incentive Plan. The Chief Executive Officer could earn a maximum 50% payout of his annual salary over any given three year period under Long Term Cash Incentive Plan. The other named executive officers could earn a maximum 40% payout of their annual salaries over any given three year period under Long Term Cash Incentive Plan. Since Mr. Waisanen retired as chief financial officer of the Company on December 31, 2004, he is no longer eligible to receive awards under the Long Term Cash Incentive Plan.

(3)   The maximum amounts reported in this column represent the amounts to be paid for 2005 for performance in 2003, 2004 and 2005. These amounts are based on the annual salaries of the named executive officers reported in the Summary Compensation Table above, the actual performance criteria under the Long Term Cash Incentive Plan for 2003 and 2004 and the assumption that the maximum possible performance criteria would be met under the Long Term Cash Incentive Plan for 2005.

21

U.S. Retirement Plans

     The Company has a trusteed noncontributory defined benefit pension plan for salaried U.S. employees. The normal retirement age of participants is 65. The amount of retirement income available to participants under the plan is based upon the years of credited service and final average earnings, which is defined to be the average of the highest annual earnings (which includes salary, bonus and overtime payments) for any 60 consecutive months during the last 120 months of employment. The annual retirement income for each year of credited service is equal to 1.33% of the final average earnings. A participant’s accrued benefit under the plan is fully vested on the date on which such participant completes five years of service under the plan.

     Certain executives of the Company are participants in a supplemental executive retirement plan (the “U.S. SERP”) which supplements normal, early and deferred vested benefits under the Lafarge North America retirement plan. Except as described below, the U.S. SERP will not be funded in advance for payment of future benefits; the general assets of the Company are the source of funds for the U.S. SERP. Pursuant to the U.S. SERP, the annual retirement income for each year of credited service for selected executives will be increased from that stated above to 1.75% of final average earnings. Further, under the U.S. SERP, compensation in excess of the limit of $210,000 per year (as increased according to U.S. Internal Revenue Service rules) is taken into account for calculation of plan benefits. Mr. Farrell and Mr. Waisanen are participants in the U.S. SERP.

     In October 1996, the Company established a “rabbi” trust to fund U.S. SERP benefits upon a change of control of the Company or of Lafarge S.A. The trust will remain unfunded until a change in control is imminent, at which time the trust would become irrevocable and would be funded with cash sufficient to pay the benefits under the U.S. SERP. However, the trust would remain subject to claims of the Company’s creditors. The Board of Directors also adopted a resolution requiring the Company, in the event of a change of control, to make contributions to the Company’s retirement plan to the maximum extent allowable as a current deduction for federal income tax purposes.

     The table set forth below illustrates the amount of combined annual pension benefits payable under the Lafarge North America retirement plan and the U.S. SERP to participants in specified average annual earnings and years-of-service classifications.

U.S. Pension Plan Table

Five-Year
Average	Annual Pension
Annual	Covered Years of Service at Age 65
Earnings	15 years		20 years		25 years		30 years		35 years
$50,000	$	13,125	$	17,500	$	21,875	$	26,250	$	30,625
100,000		26,250		35,000		43,750		52,500		61,250
150,000		39,375		52,500		65,625		78,750		91,875
200,000		52,500		70,000		87,500		105,000		122,500
250,000		65,625		87,500		109,375		131,250		153,125
300,000		78,750		105,000		131,250		157,500		183,750
350,000		91,875		122,500		153,125		183,750		214,375
400,000		105,000		140,000		175,000		210,000		245,000
450,000		118,125		157,500		196,875		236,250		275,625
500,000		131,250		175,000		218,750		262,500		306,250
550,000		144,375		192,500		240,625		288,750		336,875
600,000		157,500		210,000		262,500		315,000		367,500

     The years of service credited under the retirement plan and the U.S. SERP at March 1, 2005 to each individual named in the compensation table above who is a participant in the plans were as follows: Mr. Farrell — 14 years (retirement), 14 years (U.S. SERP) and Mr. Waisanen — 28 years (retirement), 28 years (U.S. SERP).

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Canadian Retirement Plans

     The Company has several trusteed pension plans for Canadian employees. The salaried population is covered by a combination non-contributory defined benefit plan with a defined contribution plan. The executives are not required to contribute to these plans, but they can make optional contributions in order to increase their pension accruals, as noted below. The normal retirement age in all salaried pension plans is 65.

     The amount of retirement income available to participants under the salaried plans is based upon the years of credited service and final average earnings, which is defined to be the average of the highest annual earnings (which include salary, bonus and overtime pay) for any 60 consecutive months during the last 120 months of employment. Generally, a participant’s annual retirement income under the plans will equal a percentage of the participant’s final average earnings calculated by multiplying the participant’s years of credited service times 1.25%. Different pension formulas may apply for past service. Executives can elect to contribute 2% of their earnings in order to increase their pension accrual from 1.75% to 2.00%.

     In most cases, a participant’s accrued benefit under the plan is fully vested on the date on which such participant completes two years of service under the plan (vesting rules vary by province in Canada).

     Certain executives of the Company are participants in a supplemental executive retirement plan (the “Canadian SERP”) which supplements normal, early and deferred vested benefits under the Lafarge Canada Inc. retirement plans for salaried employees. The Canadian SERP provides for pension accruals that are in excess of the Income Tax Act (Canada) defined benefit pension limit. The Canadian SERP will not be funded in advance for payment of future benefits; the general assets of the Company are the source of funds for this plan. Mr. Calabrese is a member of the Canadian SERP.

     The table set forth below illustrates the amount of combined annual pension benefits payable under the Lafarge Canada Inc. retirement plans for salaried employees and the Canadian SERP to participants in specified average annual earnings and years-of-service classifications.

Canadian Pension Plan Table

Five-Year
Average	Annual Pension
Annual	Covered Years of Service at Age 65
Earnings	15 years		20 years		25 years		30 years		35 years
$50,000	$	15,000	$	20,000	$	25,000	$	30,000	$	35,000
100,000		30,000		40,000		50,000		60,000		70,000
150,000		45,000		60,000		75,000		90,000		105,000
200,000		60,000		80,000		100,000		120,000		140,000
250,000		75,000		100,000		125,000		150,000		175,000
300,000		90,000		120,000		150,000		180,000		210,000
350,000		105,000		140,000		175,000		210,000		245,000
400,000		120,000		160,000		200,000		240,000		280,000
450,000		135,000		180,000		225,000		270,000		315,000
500,000		150,000		200,000		250,000		300,000		350,000
550,000		165,000		220,000		275,000		330,000		385,000
600,000		180,000		240,000		300,000		360,000		420,000

Note:  All amounts shown in the above table are in Canadian dollars and assume that the executive makes optional contributions (2% of pay, as described above)

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