Independent Contractor Consulting Agreement – Vulcan Materials Co.

INDEPENDENT CONTRACTOR

CONSULTING AGREEMENT

BETWEEN

VULCAN MATERIALS COMPANY

AND

JOHN R. McPHERSON

WHEREAS, Vulcan Materials Company, its successors, assigns, affiliates, and
subsidiaries (“Vulcan”), has agreed, under certain conditions described herein,
to engage the services of McPherson in a consulting capacity in connection with
Vulcan business, and McPherson desires to act in a consulting capacity to Vulcan
upon the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth
and intending to be legally bound, the parties hereto agree to enter into an
Independent Contractor Consulting Agreement (“Consulting Agreement”) as set
forth below:

1.	Engagement, Term and Compensation

(a) As referenced above, the obligations of this Consulting Agreement only
become effective in the event of an occurrence of McPherson153s termination of
employment for any reason (including “Good Reason”) other than for “Cause” Prior
to October 18, 2015. The definitions of the terms “Good Reason” and “Cause”
contained in McPherson153s Change in Control and Non-Competition Agreement dated
October 7, 2011 (“Change in Control Agreement”) are applicable to the terms of
this Consulting Agreement.

(b) Assuming the provisions in paragraph 1(a) are met, Vulcan agrees to
retain McPherson153s services and McPherson hereby agrees to make himself
available to Vulcan to provide consulting services for 400 hours annually over a
three year period beginning with the first business day of the calendar month
immediately following the termination of employment described in paragraph 1(a)
above (the “Term” of this Consulting Agreement). As compensation for his
services, McPherson shall receive, during the Term of this Consulting Agreement,
a monthly consulting fee equal to the sum of $43,333 per month. The first
payment will be paid to McPherson on the first business day of the calendar
month in which the Term begins. Thereafter, the monthly consulting fee may be
paid to McPherson in accordance with the customary payroll practices for service
providers of Vulcan, but no less frequently than monthly.

(c) Vulcan shall reimburse McPherson for all reasonable expenses incurred by
him during the Term in connection with the performance of his duties hereunder,
provided such expenses are in accordance with the policies of Vulcan in effect
at the time of the expenditure and are within such reasonable budgeted limits,
if any, as may be established from time to time by the executive officers of
Vulcan. Upon receipt of the expense request (but in no event later than the
close of McPherson153s taxable year following the taxable year in which the
expense was incurred), Vulcan shall promptly reimburse McPherson for such
expenses.

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(d) McPherson hereby acknowledges and agrees that during the Term of this
Consulting Agreement he shall not be eligible to accrue benefits in any employee
benefit retirement plans maintained by Vulcan (or any of its affiliates), or to
receive any fringe benefits or participate in any welfare benefit plan other
than that for which he is eligible pursuant to the terms of his Change in
Control Agreement and in accordance with applicable law.

2.

Duties

(a) During the Term, McPherson shall serve as a consultant to Vulcan with
respect to such business matters and at such times and places as the officials
of Vulcan may reasonably request. McPherson shall act in the capacity of an
independent contractor and shall not be subject to the direction, control or
supervision of Vulcan with respect to consulting services or procedures followed
in the performance of his consulting services hereunder. McPherson represents
and warrants that he shall assume all obligations and duties of an independent
contractor and that he shall hold Vulcan harmless from all liabilities, actions,
suits, audits, assessments, or other claims made or brought by any person,
corporation, tax authority, governmental agency or entity. McPherson will not be
considered an agent, employee, executive officer or servant of Vulcan during the
Term of this Consulting Agreement and McPherson will have no authority to bind
Vulcan in any capacity for any purpose.

(b) McPherson shall assist with various strategic planning and business
development opportunities for Vulcan, pursuant to the direction of Vulcan153s
Chief Executive Officer or as otherwise determined by Vulcan153s Board of
Directors.

(c) The specific hours during which McPherson performs such services on any
given day will be within McPherson’s control.

3.

Covenants

(a) McPherson agrees that he will not use Confidential Information in any way
that might injure or damage Vulcan or disclose such Confidential Information to
anyone without Vulcan153s prior written consent, and agrees to return promptly at
the close of this Consulting Agreement any written Confidential Information
including all copies (in electronic, hard copy or other form) that he may have
in his possession. Unless at Vulcan153s request, pursuant to his duties under this
Consulting Agreement, or as otherwise provided by law, he also agrees to refrain
from discussing any of Vulcan153s business matters with anyone, including, but not
limited to, Vulcan153s employees, customers, vendors, or competitors.

(b) As used above, “Confidential Information” means information which meets
all of the following criteria: (1) disclosed to or known by McPherson as a
consequence of or through work performed by him during his prior employment with
Vulcan or pursuant to the terms of this Consulting Agreement; (2) not generally
known outside Vulcan; and (3) which relates to Vulcan153s business or internal
procedures. Confidential Information includes, but is not limited to, trade
secrets as defined in the Alabama Trade Secrets Act, Alabama Code § § 8-27-1 et.
seq., as amended.

(c) Vulcan shall be deemed to be the absolute and unqualified owner of all
work produced by McPherson under this Consulting Agreement, and all data and
research materials for which Vulcan has reimbursed McPherson, it being
understood that McPherson acts as an independent contractor and has no right,
title, or interest in or to such material.

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(d) In the event any covenant contained in this Section 3 shall be to any
extent construed by any court of competent jurisdiction as being too broad in
area or time, or both, or otherwise to any extent held invalid, then those
portions thereof which may be construed to be invalid or unenforceable shall be
severed and the remaining portions thereof shall continue in full force and
effect. The covenants set forth in this Section 3 are and shall be construed as
independent covenants and shall survive the expiration or sooner termination of
McPherson’s services hereunder.

(e) During the Term of this Consulting Agreement, McPherson acknowledges he
may be exposed to airline or flying related activities, industrial activities,
or mining activities and areas of mining, both dormant and active, and to areas
which are otherwise acknowledged to pose a risk of injury to person and
property. Thus, as part of this Consulting Agreement, McPherson, on behalf of
himself, his spouse, legal representatives, personal representatives, estate,
heirs, assigns, and beneficiaries (hereinafter collectively referred to as the
“Consultant” for purposes of this Section), hereby waives and discharges Vulcan,
its successors, subsidiaries, affiliates, agents, employees, officers and
directors (hereinafter collectively referred to as “Vulcan” for purposes of this
Section) from all liability for any and all loss or damage, any claim or damages
resulting therefrom, on account of injury to Consultant153s person or property,
even injuries resulting in the death of Consultant, while Consultant is on or
about the property of Vulcan or performing work for Vulcan.

(f) In addition, it is specifically agreed that damages would be inadequate
to compensate Vulcan for any breach or threatened breach by McPherson of any
such covenants and that the breach by McPherson of any of such covenants will
result in irreparable harm and injury to Vulcan. Therefore, McPherson agrees and
consents that Vulcan shall, in addition to and without limiting any other remedy
or right it may have, be entitled to such equitable and injunctive relief as may
be available to restrain or prevent a breach or contemplated breach of any such
covenant, such right to be cumulative and in addition to any other remedy Vulcan
may have, including the recovery of damages by Vulcan.

4.	Termination of the Agreement

This Consulting Agreement may be terminated prior to its termination date
under the following circumstances, at any time, by Vulcan in the event any of
the following occurs:

(a) McPherson is arrested for, charged with, convicted of or pleads guilty to
a crime constituting a felony or involving moral turpitude; or

(b) McPherson engages in misconduct satisfying the definition of “Cause” as
set forth in his Employment Agreement; or

(c) The death of McPherson, or his experiencing a disability such that he is
unable to perform his duties hereunder, with or without reasonable
accommodation.

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5.	Miscellaneous

(a) This Consulting Agreement shall be binding upon Vulcan, its successors
and assigns and shall be binding upon McPherson in accord with its terms. This
Consulting Agreement may be assigned by Vulcan to any of its subsidiaries or
affiliates, without consent of McPherson. This Consulting Agreement shall not be
assignable by McPherson.

(b) McPherson shall have full responsibility for satisfying any liability for
any federal, state or local income or other taxes required by law to be paid
with respect to the fees paid to him pursuant to this Consulting Agreement.

(c) The interpretation and enforcement of this Consulting Agreement shall be
governed by the laws of the State of New Jersey without application of its
conflicts of laws provisions.

(d) This Consulting Agreement constitutes the entire understanding between
the parties with reference to the subject matter hereof and shall not be changed
or modified except by a written instrument executed by both parties. The waiver
by either party of a breach of any provisions of this Consulting Agreement by
the other party shall not be construed as a waiver of any subsequent or other
breach by such other party.

(e) To the extent applicable, this Consulting Agreement is intended to comply
with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as
amended (“Code”). This Consulting Agreement will be administered, construed and
interpreted in accordance with such intent. In the event that McPherson
determines, in good faith, that a provision of this Consulting Agreement or that
the terms of his consulting relationship with Vulcan could reasonably violate
Section 409A of the Code or result in taxes accrued pursuant to Section 409A of
the Code, McPherson has the right to request a modification or amendment to this
Consulting Agreement or to the terms of his consulting relationship with Vulcan
that will cure such a violation. In the event that Vulcan denies McPherson153s
request for modification or amendment of this Consulting Agreement or to the
consulting relationship, McPherson has the right to unilaterally terminate this
Consulting Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of October 7, 2011.

	VULCAN MATERIALS COMPANY
	/s/ Donald M. James
	By Its:	Chairman and Chief Executive Officer
	/s/ John R. McPherson
	John R. McPherson

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