Vulcan Materials CO — Director's Dealing 2011

Feb 14, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vulcan Materials CO (VMC)
CIK: 0001396009
Period of Report: 2011-02-10

Reporting Person: Sansone Daniel F (Sr. VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-10	Common Stock	M	146.0000	$44.0800	Acquired	1592.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-10	Performance Share Units	$	M	4000.0000	Disposed		Common Stock (4000.0000)	Direct
2011-02-10	Phantom Stock (Deferred Comp DSUs/PSUs)	$	M	1335.0000	Acquired		Common Stock (1335.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25719.0000	Indirect

Footnotes

F1: Each performance unit is settled 100% in Vulcan common stock after deducting the amount of taxes due.

F2: Held by the Daniel F. Sansone 2008 Grantor Retained Annuity Trust of which Mr. Sansone is the beneficiary.

F3: Each performance unit is settled 100% in Vulcan common stock after deducting the amount of taxes due on a payment date determined by the Compensation Committee. Performance Share Units vest at December 31 following a three-year award period. At the end of the award period, the Compensation Committee determines the payment amount based on Company performance.

F4: Convertible on a 1-for-1 basis.

F5: The units are to be settled in Vulcan common stock the year following the year of retirement of the reporting person.