Vulcan Materials CO — Director's Dealing 2012

May 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vulcan Materials CO (VMC)
CIK: 0001396009
Period of Report: 2012-05-11

Reporting Person: RICE DONALD B (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-11	Phantom Stock (Deferred Stock Units)	$	A	2250.0000	Acquired		Common Stock (2250.0000)	Direct

Footnotes

F1: Convertible on a 1-for-1 basis.

F2: Annual deferred stock grant made to the reporting person under the Vulcan Materials Company 2006 Omnibus Long-Term Incentive Plan.

F3: Deferred Stock Units vest on the third anniversary of the grant date. Vested shares will be delivered to the reporting person in the month of April following the year in which the reporting person ceases to be a member of the Board of Directors, unless the reporting person has elected to defer payment of the award, or unless payment is made earlier due to the death or disability of the reporting person or a change in control of Vulcan. The fair market value of the award is not determinable until the payment date.