Vulcan Materials CO — Director's Dealing 2011

Mar 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vulcan Materials CO (VMC)
CIK: 0001396009
Period of Report: 2011-03-01

Reporting Person: KHAN EJAZ A (VP, Controller & CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-01	Common Stock (Restricted Stock Units)	F	90.0000	$44.7800	Disposed	4607.0000	Direct
2011-03-01	Common Stock (Restricted Stock Units)	D	2276.0000	$44.7800	Disposed	2331.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-01	Performance Share Units	$	A	4000.0000	Acquired		Common Stock (4000.0000)	Direct
2011-03-01	Phantom Stock (Deferred Comp DSUs/PSUs)	$	A	2276.0000	Acquired		Common Stock (2276.0000)	Direct
2011-03-01	Stock Appreciation Right	$43.6300	A	3900.0000	Acquired	2021-03-01	Common Stock (3900.0000)	Direct

Footnotes

F1: Represents the portion of the shares of common stock received upon the vesting of the restricted stock units ('RSUs') that the reporting person has elected to surrender to the Company in payment of taxes associated with the vesting.

F2: Represents time-based restricted stock units ('RSUs') reported as shares of common stock. The reporting person has elected, upon the vesting thereof, to defer the receipt of these shares under the terms of the Company's Executive Deferred Compensation Plan.

F3: Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2011 and ends on December 31, 2014. At the end of the Performance Period, the Compensation Committee determines the payment amount based on Company performance relative to the S&P 500 Index, of which the Company is a member. The payment is made 100% in stock on a payment date determined by the Compensation Committee. The fair market value of the award is not determinable until the payment date.