{"id":41343,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-indenture-vulcan-materials-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-indenture-vulcan-materials-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/supplemental-indenture-vulcan-materials-co.html","title":{"rendered":"Supplemental Indenture – Vulcan Materials Co."},"content":{"rendered":"

VULCAN MATERIALS COMPANY<\/strong><\/p>\n

\n

and<\/strong><\/p>\n

\n

WILMINGTON TRUST COMPANY,<\/strong><\/p>\n

\n

Trustee<\/strong><\/p>\n

\n

FOURTH SUPPLEMENTAL INDENTURE<\/strong><\/p>\n

\n

Dated as of June 14, 2011<\/strong><\/p>\n

\n

to<\/strong><\/p>\n

\n

SENIOR DEBT INDENTURE<\/strong><\/p>\n

\n

Dated as of December 11, 2007<\/strong><\/p>\n

\n

6.50% Notes due 2016<\/strong><\/p>\n

\n

7.50% Notes due 2021<\/strong><\/p>\n

\n<\/p>\n

\n<\/p>\n

TABLE OF CONTENTS<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Page<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE ONE<\/p>\n<\/td>\n<\/tr>\n

\n

DEFINITIONS<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Section 101. Definition of Terms<\/p>\n<\/td>\n

\n

2<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE TWO<\/p>\n<\/td>\n<\/tr>\n

\n

GENERAL TERMS AND CONDITIONS OF THE 2016 NOTES<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Section 201. Designation and Principal Amount<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 202. Maturity<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 203. Further Issues<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 204. Form and Payment<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 205. Global Securities<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

Section 206. Definitive Form<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

Section 207. Interest<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

Section 208. Authorized Denominations<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

Section 209. Redemption<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

Section 210. Change of Control<\/p>\n<\/td>\n

\n

5<\/p>\n<\/td>\n<\/tr>\n

\n

Section 211. Appointment of Agents<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

Section 212. Securities Filings.<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE THREE<\/p>\n<\/td>\n<\/tr>\n

\n

GENERAL TERMS AND CONDITIONS OF THE 2021 NOTES<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Section 301. Designation and Principal Amount<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 302. Maturity<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 303. Further Issues<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 304. Form and Payment<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 305. Global Securities<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 306. Definitive Form<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

Section 307. Interest<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

Section 308. Authorized Denominations<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

Section 309. Redemption<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

Section 310. Change of Control<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

Section 311. Appointment of Agents<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

\n

Section 312. Securities Filings.<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE FOUR<\/p>\n<\/td>\n<\/tr>\n

\n

FORMS OF NOTES<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Section 401. Form of 2016 Notes<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

Section 402. Form of 2021 Notes<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-i-<\/p>\n

\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

ARTICLE FIVE<\/p>\n<\/td>\n<\/tr>\n

\n

ORIGINAL ISSUE OF NOTES<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Section 501. Original Issue of 2016 Notes<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

Section 502. Original Issue of 2021 Notes<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE SIX<\/p>\n<\/td>\n<\/tr>\n

\n

MISCELLANEOUS<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Section 601. Ratification of Indenture<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

Section 602. Trustee Not Responsible for Recitals<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

Section 603. Governing Law<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

Section 604. Separability<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

Section 605. Counterparts<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

EXHIBIT A Form of 2016 Notes<\/p>\n<\/td>\n

\n

A-1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT B Form of 2021 Notes<\/p>\n<\/td>\n

\n

B-1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-ii-<\/p>\n

\n

\n<\/p>\n

FOURTH SUPPLEMENTAL INDENTURE, dated as of June 14, 2011 (this “Supplemental
\nIndenture”), between Vulcan Materials Company, a corporation duly organized and
\nexisting under the laws of the State of New Jersey, having its principal office
\nat 1200 Urban Center Drive, Birmingham, Alabama 35242 (the “Company”), and
\nWilmington Trust Company, a corporation duly organized and existing under the
\nlaws of the State of Delaware, as trustee (the “Trustee”).<\/p>\n<\/p>\n

WHEREAS, the Company executed and delivered the senior debt indenture, dated
\nas of December 11, 2007, to the Trustee (as heretofore supplemented, the
\n“Indenture”), to provide for the issuance of the Company153s notes or other
\nevidences of indebtedness (the “Securities”), to be issued in one or more
\nseries;<\/p>\n<\/p>\n

WHEREAS, pursuant to the terms of the Indenture, the Company desires to
\nprovide for the establishment of two new series of its notes under the Indenture
\nto be known as its “6.50% Notes due 2016” (the “2016 Notes”) and “7.50% Notes
\ndue 2021” (the “2021 Notes”), the form and substance of each such series and the
\nterms, provisions and conditions thereof to be set forth as provided in the
\nIndenture and this Supplemental Indenture;<\/p>\n<\/p>\n

WHEREAS, the Board of Directors of the Company on May 13, 2011 and June 3,
\n2011, the Finance Committee thereof on May 27, 2011, and the Pricing Committee
\nappointed by the Finance Committee on May 31, 2011 and June 3, 2011, have duly
\nadopted resolutions, and through such resolutions have duly authorized (i) the
\nissuance of the 2016 Notes and the 2021 Notes, and (ii) the proper officers of
\nthe Company to execute any and all appropriate documents necessary or
\nappropriate to effect each such issuance;<\/p>\n<\/p>\n

WHEREAS, this Supplemental Indenture is being entered into pursuant to the
\nprovisions of Article Two and Section 901(7) of the Indenture;<\/p>\n<\/p>\n

WHEREAS, the Company has requested that the Trustee execute and deliver this
\nSupplemental Indenture; and<\/p>\n<\/p>\n

WHEREAS, all things necessary to make this Supplemental Indenture a valid
\nagreement of the Company, in accordance with its terms, and to make each of the
\n2016 Notes and the 2021 Notes, each when executed by the Company and
\nauthenticated and delivered by the Trustee or an authentication agent, the valid
\nobligations of the Company, have been performed, and the execution and delivery
\nof this Supplemental Indenture has been duly authorized in all respects;<\/p>\n<\/p>\n

NOW THEREFORE, in consideration of the premises and the purchase and
\nacceptance of each of the 2016 Notes and the 2021 Notes by the Holders thereof,
\nand for the purpose of setting forth, as provided in the Indenture, the forms
\nand terms of each of the 2016 Notes and the 2021 Notes, the Company covenants
\nand agrees, with the Trustee, as follows:<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

ARTICLE ONE<\/strong><\/p>\n

\n

DEFINITIONS<\/strong><\/p>\n

\n

Section 101. Definition of Terms<\/u>.<\/p>\n<\/p>\n

Unless the context otherwise requires:<\/p>\n<\/p>\n

(a) each term defined in the Indenture has the same meaning when used in this
\nSupplemental Indenture;<\/p>\n<\/p>\n

(b) the singular includes the plural and vice versa; and<\/p>\n<\/p>\n

(c) headings are for convenience of reference only and do not affect
\ninterpretation.<\/p>\n<\/p>\n

“Change of Control<\/em>” means the occurrence of any of the following:
\n(1) the consummation of any transaction (including, without limitation, any
\nmerger or consolidation) the result of which is that any “person” (as that term
\nis used in Section 13(d)(3) of the Exchange Act) (other than the Company or one
\nof its subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and
\n13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the
\nVoting Stock of the Company or other Voting Stock into which the Voting Stock of
\nthe Company is reclassified, consolidated, exchanged or changed, measured by
\nvoting power rather than number of shares; (2) the direct or indirect sale,
\ntransfer, conveyance or other disposition (other than by way of merger or
\nconsolidation), in one or more series of related transactions, of all or
\nsubstantially all of the assets of the Company and the assets of its
\nsubsidiaries, taken as a whole, to one or more Persons (other than the Company
\nor one of its subsidiaries); or (3) the first day on which a majority of the
\nmembers of the Board of Directors of the Company is composed of members who are
\nnot Continuing Directors. Notwithstanding the foregoing, a transaction will not
\nbe deemed to involve a Change of Control if (1) the Company becomes a direct or
\nindirect wholly-owned subsidiary of a holding company and (2)(A) the direct or
\nindirect holders of the Voting Stock of such holding company immediately
\nfollowing that transaction are substantially the same as the holders of the
\nVoting Stock of the Company immediately prior to that transaction or (B)
\nimmediately following that transaction no person (other than a holding company
\nsatisfying the requirements of this sentence) is the beneficial owner, directly
\nor indirectly, of more than 50% of the Voting Stock of such holding company.<\/p>\n<\/p>\n

“Continuing Directors<\/em>” means, as of any date of determination, any
\nmember of the Company153s Board of Directors who (1) was a member of such Board of
\nDirectors on the date of this Supplemental Indenture or (2) was nominated for
\nelection, elected or appointed to such Board of Directors with the approval of a
\nmajority of the Continuing Directors who were members of such Board of Directors
\nat the time of such nomination, election or appointment (either by a specific
\nvote or by approval of the Company153s proxy statement in which such member was
\nnamed as a nominee for election as a director, without objection to such
\nnomination).<\/p>\n<\/p>\n<\/p>\n

-2-<\/p>\n

\n

\n<\/p>\n

“Investment Grade<\/em>” means a rating of Baa3 or better by Moody153s (or
\nits equivalent under any successor rating categories of Moody153s); a rating of
\nBBB- or better by S&P (or its equivalent under any successor rating
\ncategories of S&P); and the equivalent investment grade credit rating from
\nany additional Rating Agency or Rating Agencies selected by the Company.<\/p>\n<\/p>\n

“Moody153s<\/em>” means Moody153s Investors Service, Inc.<\/p>\n<\/p>\n

“Rating Agency<\/em>” means in respect of any series of Securities (a)
\neach of Moody153s and S&P; and (b) if either of Moody153s or S&P ceases to
\nrate the Securities of such series or fails to make a rating of the Securities
\nof such series publicly available for reasons outside of the Company153s control,
\na “nationally recognized statistical rating organization” within the meaning of
\nSection 3(a)(62) under the Exchange Act, selected by the Company and certified
\nby the Company153s Board of Directors as a replacement agency for the agency that
\nceased such rating or failed to make it publicly available.<\/p>\n<\/p>\n

“S&P<\/em>” means Standard & Poor153s Ratings Services, a Standard
\n& Poor153s Financial Services LLC business.<\/p>\n<\/p>\n

“Voting Stock<\/em>” of any specified “person” (as that term is used in
\nSection 13(d)(3) of the Exchange Act) as of any date means the capital stock of
\nsuch person that is at the time entitled to vote generally in the election of
\nthe board of directors of such person.<\/p>\n<\/p>\n

ARTICLE TWO<\/strong><\/p>\n

\n

GENERAL TERMS AND CONDITIONS OF THE 2016
\nNOTES<\/strong><\/p>\n

\n

Section 201. Designation and Principal Amount<\/u>.<\/p>\n<\/p>\n

There is hereby authorized and established a series of Securities under the
\nIndenture, designated as the “6.50% Notes due 2016”, which is not limited in
\naggregate principal amount. The aggregate principal amount of the 2016 Notes to
\nbe issued shall be as set forth in any Company Order for the authentication and
\ndelivery of the 2016 Notes, pursuant to Section 303 of the Indenture.<\/p>\n<\/p>\n

Section 202. Maturity<\/u>.<\/p>\n<\/p>\n

The Stated Maturity of principal for the 2016 Notes will be December 1, 2016.\n<\/p>\n<\/p>\n

Section 203. Further Issues<\/u>.<\/p>\n<\/p>\n

The Company may from time to time, without the consent of the Holders of the
\n2016 Notes, issue additional notes of that series. Any such additional notes
\nwill have the same ranking, interest rate, maturity date and other terms as the
\n2016 Notes. Any such additional notes, together with the 2016 Notes herein
\nprovided for, will constitute a single series of Securities under the Indenture.\n<\/p>\n<\/p>\n

Section 204. Form and Payment<\/u>.<\/p>\n<\/p>\n

Principal of, premium, if any, and interest on the 2016 Notes shall be
\npayable in U.S. dollars.<\/p>\n<\/p>\n<\/p>\n

-3-<\/p>\n

\n

\n<\/p>\n

Section 205. Global Securities<\/u>.<\/p>\n<\/p>\n

Upon the original issuance, the 2016 Notes will be represented by one or more
\nGlobal Securities registered in the name of Cede & Co., the nominee of the
\nDepository Trust Company (“DTC”). The Company will issue the 2016 Notes in
\ndenominations of $2,000 and integral multiples of $1,000 in excess thereof and
\nwill deposit the Global Securities with DTC or its custodian and register the
\nGlobal Securities in the name of Cede & Co.<\/p>\n<\/p>\n

Section 206. Definitive Form<\/u>.<\/p>\n<\/p>\n

If (a) the Depositary is at any time unwilling or unable to continue as
\ndepositary or ceases to be a registered clearing agency and, in either case, a
\nsuccessor depositary is not appointed by the Company within 90 days of notice
\nthereof, (b) an Event of Default has occurred with regard to the 2016 Notes and
\nhas not been cured or waived, or (c) the Company at any time and in its sole
\ndiscretion determines not to have the 2016 Notes represented by Global
\nSecurities, the Company may issue the 2016 Notes in definitive form in exchange
\nfor such Global Securities. In any such instance, an owner of a beneficial
\ninterest in 2016 Notes will be entitled to physical delivery in definitive form
\nof 2016 Notes, equal in principal amount to such beneficial interest and to have
\n2016 Notes registered in its name as shall be established in a Company Order.\n<\/p>\n<\/p>\n

Section 207. Interest<\/u>.<\/p>\n<\/p>\n

The 2016 Notes will bear interest (computed on the basis of a 360-day year
\nconsisting of twelve 30-day months) from June 14, 2011 at the rate of 6.50% per
\nannum, payable semiannually; interest payable on each Interest Payment Date will
\ninclude interest accrued from June 14, 2011, or from the most recent Interest
\nPayment Date to which interest has been paid or duly provided for; the Interest
\nPayment Dates on which such interest shall be payable are June 1 and December 1,
\ncommencing on December 1, 2011; and the record date for the interest payable on
\nany Interest Payment Date is the close of business on May 15 or November 15
\n(whether or not such day is a Business Day), as the case may be, next preceding
\nthe relevant Interest Payment Date.<\/p>\n<\/p>\n

Section 208. Authorized Denominations<\/u>.<\/p>\n<\/p>\n

The 2016 Notes shall be issuable in denominations of $2,000 and integral
\nmultiples of $1,000 in excess thereof.<\/p>\n<\/p>\n

Section 209. Redemption<\/u>.<\/p>\n<\/p>\n

The 2016 Notes are subject to redemption at the option of the Company as set
\nforth in the form of 2016 Note attached hereto as Exhibit A.<\/p>\n<\/p>\n<\/p>\n

-4-<\/p>\n

\n

\n<\/p>\n

Section 210. Change of Control<\/u>.<\/p>\n<\/p>\n

(a) Upon the occurrence of a 2016 Change of Control Repurchase Event (as
\ndefined below), unless the Company has exercised its right to redeem all 2016
\nNotes in accordance with the redemption terms as set forth in the 2016 Notes or
\nhas defeased the 2016 Notes as set forth in the 2016 Notes, the Company shall
\nmake an irrevocable offer to each Holder of 2016 Notes to repurchase all or any
\npart (equal to or in excess of $2,000 and in integral multiples of $1,000) of
\nsuch Holder153s 2016 Notes at a repurchase price in cash equal to 101% of the
\naggregate principal amount of 2016 Notes repurchased plus accrued and unpaid
\ninterest, if any, on the 2016 Notes repurchased to, but not including, the date
\nof repurchase.<\/p>\n<\/p>\n

(b) Within 30 days following any 2016 Change of Control Repurchase Event or,
\nat the Company153s option, prior to any Change of Control, but in either case,
\nafter the public announcement of such Change of Control, the Company shall mail,
\nor shall cause to be mailed, to each Holder of 2016 Notes, with a copy to the
\nTrustee, a notice:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

describing the transaction or transactions that constitute or may constitute
\nthe 2016 Change of Control Repurchase Event;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

offering to repurchase all 2016 Notes tendered;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

setting forth the payment date (the “2016 Change of Control Payment Date”)
\nfor the repurchase of the 2016 Notes, which date will be no earlier than 30 days
\nand no later than 60 days from the date such notice is mailed;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

if mailed prior to the date of consummation of the Change of Control, stating
\nthat the offer to repurchase is conditioned on a 2016 Change of Control
\nRepurchase Event occurring on or prior to the 2016 Change of Control Payment
\nDate specified in such notice;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

\n

disclosing that any 2016 Note not tendered for repurchase will continue to
\naccrue interest; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(vi)<\/p>\n<\/td>\n

\n

specifying the procedures for tendering 2016 Notes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(c) The Company shall comply with the requirements of Rule 14e-1 under the
\nExchange Act, and any other securities laws and regulations thereunder to the
\nextent those laws and regulations are applicable in connection with the
\nrepurchase of the 2016 Notes as a result of a 2016 Change of Control Repurchase
\nEvent. To the extent that the provisions of any securities laws or regulations
\nconflict with the 2016 Change of Control Repurchase Event provisions of the 2016
\nNotes, the Company will comply with the applicable securities laws and
\nregulations and will not be deemed to have breached its obligations under the
\n2016 Change of Control Repurchase Event provisions of the 2016 Notes by virtue
\nof such conflict.<\/p>\n<\/p>\n

(d) On the repurchase date following a 2016 Change of Control Repurchase
\nEvent, the Company shall, to the extent lawful:<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

accept for payment all 2016 Notes or portions thereof properly tendered
\npursuant to such offer;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-5-<\/p>\n

\n

\n<\/p>\n\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

deposit with the Paying Agent an amount equal to the aggregate purchase price
\nin respect of all 2016 Notes or portions thereof properly tendered; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

deliver or cause to be delivered to the Trustee the 2016 Notes properly
\naccepted, together with an Officers153 Certificate of the Company stating the
\naggregate principal amount of 2016 Notes or portions thereof being repurchased
\nby the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(e) Upon receipt of the required funds, the Paying Agent will promptly
\ndistribute to each Holder of 2016 Notes properly tendered the purchase price for
\nsuch 2016 Notes deposited with the Paying Agent by the Company, the Company will
\nexecute and the Authenticating Agent, upon the execution and delivery by the
\nCompany of such 2016 Notes, will promptly authenticate and deliver (or cause to
\nbe transferred by book-entry) to each Holder a new 2016 Note equal in principal
\namount to any unpurchased portion of any 2016 Notes surrendered; provided that
\neach new 2016 Note will be in a principal amount of an integral multiple of
\n$1,000.<\/p>\n<\/p>\n

(f) The Company shall not be required to make an offer to repurchase the 2016
\nNotes upon a 2016 Change of Control Repurchase Event if a third party makes such
\nan offer in the manner, at the times and otherwise in compliance with the
\nrequirements for an offer made by the Company and such third party purchases all
\n2016 Notes properly tendered and not withdrawn under its offer. In addition, the
\nCompany shall not repurchase any 2016 Notes if there has occurred and is
\ncontinuing on the 2016 Change of Control Payment Date an Event of Default in
\nrespect of any series of notes under the Indenture, other than a default in the
\npayment of all or any portion of the aggregate purchase price in respect of all
\n2016 Notes or portions thereof properly tendered in connection with a Change of
\nControl Repurchase Event.<\/p>\n<\/p>\n

(g) Solely for purposes of this Section 210 in connection with the 2016
\nNotes, the following terms shall have the following meanings:<\/p>\n<\/p>\n

“2016 Below Investment Grade Ratings Event<\/em>” means that on any day
\ncommencing 60 days prior to the first public announcement by the Company of any
\nChange of Control (or pending Change of Control) and ending 60 days following
\nconsummation of such Change of Control (which period will be extended following
\nconsummation of a Change of Control for up to an additional 60 days for so long
\nas either of the Rating Agencies has publicly announced that it is considering a
\npossible ratings change), the 2016 Notes are downgraded to a rating that is
\nbelow Investment Grade by each of the Rating Agencies (regardless of whether the
\nrating prior to such downgrade was Investment Grade or below Investment Grade).\n<\/p>\n<\/p>\n

“2016 Change of Control Repurchase Event<\/em>” means the occurrence of
\nboth a Change of Control and a 2016 Below Investment Grade Ratings Event.<\/p>\n<\/p>\n<\/p>\n

-6-<\/p>\n

\n

\n<\/p>\n

Section 211. Appointment of Agents<\/u>.<\/p>\n<\/p>\n

Citibank, N.A. will initially be the Security Registrar and Paying Agent for
\nthe 2016 Notes and will act as such only at its offices (a) for Securities
\ntransfer purposes and for purposes of presentment and surrender of Securities
\nfor the final distributions thereon, at Citibank, N.A., 111 Wall Street, 15th
\nFloor, New York, New York 10005, Attention: 15th Floor Window and (b) for all
\nother purposes, at Citibank, N.A., 388 Greenwich Street, 14th Floor, New York,
\nNew York, 10013, Attention: Global Transaction Services, Vulcan Materials
\nCompany; or any other address that the Securities Registrar and Paying Agent may
\ndesignate with respect to itself from time to time by notice to the Trustee, the
\nCompany and the Holders.<\/p>\n<\/p>\n

Section 212. Securities Filings<\/u>.<\/p>\n<\/p>\n

(a) Notwithstanding that the Company is subject to the reporting requirements
\nof Section 13 or 15(d) of the Exchange Act or is otherwise required to report on
\nan annual and quarterly basis on applicable forms pursuant to rules and
\nregulations promulgated by the Commission, so long as the 2016 Notes are
\noutstanding (unless defeased in a legal defeasance), the Company will (x) file
\nwith the Commision (unless the Commission will not accept such filing), and (y)
\nmake available to the Trustee and, upon written request, the Holders of the 2016
\nNotes, without cost to any such Holder, from the date that the 2016 Notes are
\nissued:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

within the time periods specified by the Exchange Act (including all
\napplicable extension periods), an annual report on Form 10-K (or any successor
\nor comparable form) containing the information required to be contained therein
\n(or required in such successor or comparable form); and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

within the time periods specified by the Exchange Act (including all
\napplicable extension periods), a quarterly report on Form 10-Q (or any successor
\nor comparable form) containing the information required to be contained therein
\n(or required in such successor or comparable form).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(b) In the event that the Company is not permitted to file its annual or
\nquarterly reports with the Comission pursuant to the Exchange Act, the Company
\nshall nevertheless make available such Exchange Act reports to the Trustee and
\nthe Holders of the 2016 notes as if the Company was subject to the reporting
\nrequirements of Section 13 or 15(d) of the Exchange Act within the time periods
\nspecified by the Exchange Act (including all applicable extension periods),
\nwhich requirement may be satisfied by posting such reports on the Company153s
\nwebsite within the applicable time periods specified in Sections 212(a)(i) and
\n(a)(ii) above.<\/p>\n<\/p>\n

(c) Notwithstanding the foregoing, the availability of the reports referred
\nto in Sections 212(a)(i) and (a)(ii) above on the Comission153s Electronic Data
\nGathering, Analysis and Retrieval system (or any successor system, including the
\nComission153s Interactive Data Electronic Application system) and the Company153s
\nwebsite within the applicable time periods specified in Sections 212(a)(i) and
\n(a)(ii) above will be deemed to satisfy the delivery obligations under this
\nSection 212.<\/p>\n<\/p>\n<\/p>\n

-7-<\/p>\n

\n

\n<\/p>\n

(d) Delivery of reports, information and documents to the Trustee and, if
\napplicable, to the Security Registrar and Paying Agent is for informational
\npurposes only and their respective receipt of such reports shall not constitute
\nconstructive notice of any information contained therein or determinable from
\ninformation contained therein, including the Company153s or any other Person153s
\ncompliance with any of its covenants under the Indenture, the Supplemental
\nIndenture or the 2016 Notes (as to which the Trustee, Security Registrar and
\nPaying Agent are entitled to rely exclusively on Officers153 Certificates). None
\nof the Trustee, the Security Registrar or Paying Agent shall be obligated to
\nmonitor or confirm, on a continuing basis or otherwise, the Company153s or any
\nother Person153s compliance with the covenants described herein or with respect to
\nany reports or other documents filed under the Indenture or the Supplemental
\nIndenture.<\/p>\n<\/p>\n<\/p>\n

ARTICLE THREE<\/strong><\/p>\n

\n

GENERAL TERMS AND CONDITIONS OF THE 2021
\nNOTES<\/strong><\/p>\n

\n

Section 301. Designation and Principal Amount<\/u>.<\/p>\n<\/p>\n

There is hereby authorized and established a series of Securities under the
\nIndenture, designated as the “7.50% Notes due 2021”, which is not limited in
\naggregate principal amount. The aggregate principal amount of the 2021 Notes to
\nbe issued shall be as set forth in any Company Order for the authentication and
\ndelivery of the 2021 Notes, pursuant to Section 303 of the Indenture.<\/p>\n<\/p>\n

Section 302. Maturity<\/u>.<\/p>\n<\/p>\n

The Stated Maturity of principal for the 2021 Notes will be June 15, 2021.\n<\/p>\n<\/p>\n

Section 303. Further Issues<\/u>.<\/p>\n<\/p>\n

The Company may from time to time, without the consent of the Holders of the
\n2021 Notes, issue additional notes of that series. Any such additional notes
\nwill have the same ranking, interest rate, maturity date and other terms as the
\n2021 Notes. Any such additional notes, together with the 2021 Notes herein
\nprovided for, will constitute a single series of Securities under the Indenture.\n<\/p>\n<\/p>\n

Section 304. Form and Payment<\/u>.<\/p>\n<\/p>\n

Principal of, premium, if any, and interest on the 2021 Notes shall be
\npayable in U.S. dollars.<\/p>\n<\/p>\n

Section 305. Global Securities<\/u>.<\/p>\n<\/p>\n

Upon the original issuance, the 2021 Notes will be represented by one or more
\nGlobal Securities registered in the name of Cede & Co., the nominee of DTC.
\nThe Company will issue the 2021 Notes in denominations of $2,000 and integral
\nmultiples of $1,000 in excess thereof and will deposit the Global Securities
\nwith DTC or its custodian and register the Global Securities in the name of Cede
\n& Co.<\/p>\n<\/p>\n<\/p>\n

-8-<\/p>\n

\n

\n<\/p>\n

Section 306. Definitive Form<\/u>.<\/p>\n<\/p>\n

If (a) the Depositary is at any time unwilling or unable to continue as
\ndepositary or ceases to be a registered clearing agency and, in either case, a
\nsuccessor depositary is not appointed by the Company within 90 days of notice
\nthereof, (b) an Event of Default has occurred with regard to the 2021 Notes and
\nhas not been cured or waived, or (c) the Company at any time and in its sole
\ndiscretion determines not to have the 2021 Notes represented by Global
\nSecurities, the Company may issue the 2021 Notes in definitive form in exchange
\nfor such Global Securities. In any such instance, an owner of a beneficial
\ninterest in 2021 Notes will be entitled to physical delivery in definitive form
\nof 2021 Notes, equal in principal amount to such beneficial interest and to have
\n2021 Notes registered in its name as shall be established in a Company Order.\n<\/p>\n<\/p>\n

Section 307. Interest<\/u>.<\/p>\n<\/p>\n

The 2021 Notes will bear interest (computed on the basis of a 360-day year
\nconsisting of twelve 30-day months) from June 14, 2011 at the rate of 7.50% per
\nannum, payable semiannually; interest payable on each Interest Payment Date will
\ninclude interest accrued from June 14, 2011, or from the most recent Interest
\nPayment Date to which interest has been paid or duly provided for; the Interest
\nPayment Dates on which such interest shall be payable are June 15 and December
\n15, commencing on December 15, 2011; and the record date for the interest
\npayable on any Interest Payment Date is the close of business on June 1 or
\nDecember 1 (whether or not such day is a Business Day), as the case may be, next
\npreceding the relevant Interest Payment Date.<\/p>\n<\/p>\n

Section 308. Authorized Denominations<\/u>.<\/p>\n<\/p>\n

The 2021 Notes shall be issuable in denominations of $2,000 and integral
\nmultiples of $1,000 in excess thereof.<\/p>\n<\/p>\n

Section 309. Redemption<\/u>.<\/p>\n<\/p>\n

The 2021 Notes are subject to redemption at the option of the Company as set
\nforth in the form of 2021 Note attached hereto as Exhibit B.<\/p>\n<\/p>\n

Section 310. Change of Control<\/u>.<\/p>\n<\/p>\n

(a) Upon the occurrence of a 2021 Change of Control Repurchase Event (as
\ndefined below), unless the Company has exercised its right to redeem all 2021
\nNotes in accordance with the redemption terms as set forth in the 2021 Notes or
\nhas defeased the 2021 Notes as set forth in the 2021 Notes, the Company shall
\nmake an irrevocable offer to each Holder of 2021 Notes to repurchase all or any
\npart (equal to or in excess of $2,000 and in integral multiples of $1,000) of
\nsuch Holder153s 2021 Notes at a repurchase price in cash equal to 101% of the
\naggregate principal amount of 2021 Notes repurchased plus accrued and unpaid
\ninterest, if any, on the 2021 Notes repurchased to, but not including, the date
\nof repurchase.<\/p>\n<\/p>\n<\/p>\n

-9-<\/p>\n

\n

\n<\/p>\n

(b) Within 30 days following any 2021 Change of Control Repurchase Event or,
\nat the Company153s option, prior to any Change of Control, but in either case,
\nafter the public announcement of such Change of Control, the Company shall mail,
\nor shall cause to be mailed, to each Holder of 2021 Notes, with a copy to the
\nTrustee, a notice:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

describing the transaction or transactions that constitute or may constitute
\nthe 2021 Change of Control Repurchase Event;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

offering to repurchase all 2021 Notes tendered;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

setting forth the payment date (the “2021 Change of Control Payment Date”)
\nfor the repurchase of the 2021 Notes, which date will be no earlier than 30 days
\nand no later than 60 days from the date such notice is mailed;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

if mailed prior to the date of consummation of the Change of Control, stating
\nthat the offer to repurchase is conditioned on a 2021 Change of Control
\nRepurchase Event occurring on or prior to the 2021 Change of Control Payment
\nDate specified in such notice;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

\n

disclosing that any 2021 Note not tendered for repurchase will continue to
\naccrue interest; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(vi)<\/p>\n<\/td>\n

\n

specifying the procedures for tendering 2021 Notes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(c) The Company shall comply with the requirements of Rule 14e-1 under the
\nExchange Act, and any other securities laws and regulations thereunder to the
\nextent those laws and regulations are applicable in connection with the
\nrepurchase of the 2021 Notes as a result of a 2021 Change of Control Repurchase
\nEvent. To the extent that the provisions of any securities laws or regulations
\nconflict with the 2021 Change of Control Repurchase Event provisions of the 2021
\nNotes, the Company will comply with the applicable securities laws and
\nregulations and will not be deemed to have breached its obligations under the
\n2021 Change of Control Repurchase Event provisions of the 2021 Notes by virtue
\nof such conflict.<\/p>\n<\/p>\n

(d) On the repurchase date following a 2021 Change of Control Repurchase
\nEvent, the Company shall, to the extent lawful:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

accept for payment all 2021 Notes or portions thereof properly tendered
\npursuant to such offer;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

deposit with the Paying Agent an amount equal to the aggregate purchase price
\nin respect of all 2021 Notes or portions thereof properly tendered; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

deliver or cause to be delivered to the Trustee the 2021 Notes properly
\naccepted, together with an Officers153 Certificate of the Company stating the
\naggregate principal amount of 2021 Notes or portions thereof being repurchased
\nby the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-10-<\/p>\n

\n

\n<\/p>\n

(e) Upon receipt of the required funds, the Paying Agent will promptly
\ndistribute to each Holder of 2021 Notes properly tendered the purchase price for
\nsuch 2021 Notes deposited with the Paying Agent by the Company, the Company will
\nexecute and the Authenticating Agent, upon the execution and delivery by the
\nCompany of such 2021 Notes, will promptly authenticate and deliver (or cause to
\nbe transferred by book-entry) to each Holder a new 2021 Note equal in principal
\namount to any unpurchased portion of any 2021 Notes surrendered;
\nprovided<\/em> that each new 2021 Note will be in a principal amount of an
\nintegral multiple of $1,000.<\/p>\n<\/p>\n

(f) The Company shall not be required to make an offer to repurchase the 2021
\nNotes upon a 2021 Change of Control Repurchase Event if a third party makes such
\nan offer in the manner, at the times and otherwise in compliance with the
\nrequirements for an offer made by the Company and such third party purchases all
\n2021 Notes properly tendered and not withdrawn under its offer. In addition, the
\nCompany shall not repurchase any 2021 Notes if there has occurred and is
\ncontinuing on the 2021 Change of Control Payment Date an Event of Default in
\nrespect of any series of notes under the Indenture, other than a default in the
\npayment of all or any portion of the aggregate purchase price in respect of all
\n2021 Notes or portions thereof properly tendered in connection with a Change of
\nControl Repurchase Event.<\/p>\n<\/p>\n

(g) Solely for purposes of this Section 310 in connection with the 2021
\nNotes, the following terms shall have the following meanings:<\/p>\n<\/p>\n

“2021 Below Investment Grade Ratings Event<\/em>” means that on any day
\ncommencing 60 days prior to the first public announcement by the Company of any
\nChange of Control (or pending Change of Control) and ending 60 days following
\nconsummation of such Change of Control (which period will be extended following
\nconsummation of a Change of Control for up to an additional 60 days for so long
\nas either of the Rating Agencies has publicly announced that it is considering a
\npossible ratings change), the 2021 Notes are downgraded to a rating that is
\nbelow Investment Grade by each of the Rating Agencies (regardless of whether the
\nrating prior to such downgrade was Investment Grade or below Investment Grade).\n<\/p>\n<\/p>\n

“2021 Change of Control Repurchase Event<\/em>” means the occurrence of
\nboth a Change of Control and a 2021 Below Investment Grade Ratings Event.<\/p>\n<\/p>\n

Section 311. Appointment of Agents<\/u>.<\/p>\n<\/p>\n

Citibank, N.A. will initially be the Security Registrar and Paying Agent for
\nthe 2021 Notes and will act as such only at its offices (a) for Securities
\ntransfer purposes and for purposes of presentment and surrender of Securities
\nfor the final distributions thereon, at Citibank, N.A., 111 Wall Street, 15th
\nFloor, New York, New York 10005, Attention: 15th Floor Window and (b) for all
\nother purposes, at Citibank, N.A., 388 Greenwich Street, 14th Floor, New York,
\nNew York, 10013, Attention: Global Transaction Services, Vulcan Materials
\nCompany; or any other address that the Securities Registrar and Paying Agent may
\ndesignate with respect to itself from time to time by notice to the Trustee, the
\nCompany and the Holders.<\/p>\n<\/p>\n<\/p>\n

-11-<\/p>\n

\n

\n<\/p>\n

Section 312. Securities Filings<\/u>.<\/p>\n<\/p>\n

(a) Notwithstanding that the Company is subject to the reporting requirements
\nof Section 13 or 15(d) of the Exchange Act or is otherwise required to report on
\nan annual and quarterly basis on applicable forms pursuant to rules and
\nregulations promulgated by the Comission, so long as the 2021 Notes are
\noutstanding (unless defeased in a legal defeasance), the Company will (x) file
\nwith the Comission (unless the Comission will not accept such filing), and (y)
\nmake available to the Trustee and, upon written request, the Holders of the 2021
\nNotes, without cost to any such Holder, from the date that the 2021 Notes are
\nissued:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

within the time periods specified by the Exchange Act (including all
\napplicable extension periods), an annual report on Form 10-K (or any successor
\nor comparable form) containing the information required to be contained therein
\n(or required in such successor or comparable form); and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

within the time periods specified by the Exchange Act (including all
\napplicable extension periods), a quarterly report on Form 10-Q (or any successor
\nor comparable form) containing the information required to be contained therein
\n(or required in such successor or comparable form).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(b) In the event that the Company is not permitted to file its annual or
\nquarterly reports with the Comission pursuant to the Exchange Act, the Company
\nshall nevertheless make available such Exchange Act reports to the Trustee and
\nthe Holders of the 2021 notes as if the Company was subject to the reporting
\nrequirements of Section 13 or 15(d) of the Exchange Act within the time periods
\nspecified by the Exchange Act (including all applicable extension periods),
\nwhich requirement may be satisfied by posting such reports on the Company153s
\nwebsite within the applicable time periods specified in Sections 312(a)(i) and
\n(a)(ii) above.<\/p>\n<\/p>\n

(c) Notwithstanding the foregoing, the availability of the reports referred
\nto in Sections 312(a)(i) and (a)(ii) above on the Comission153s Electronic Data
\nGathering, Analysis and Retrieval system (or any successor system, including the
\nComission153s Interactive Data Electronic Application system) and the Company153s
\nwebsite within the applicable time periods specified in Sections 312(a)(i) and
\n(a)(ii) above will be deemed to satisfy the delivery obligations under this
\nSection 312.<\/p>\n<\/p>\n

(d) Delivery of reports, information and documents to the Trustee and, if
\napplicable, to the Security Registrar and Paying Agent is for informational
\npurposes only and their respective receipt of such reports shall not constitute
\nconstructive notice of any information contained therein or determinable from
\ninformation contained therein, including the Company153s or any other Person153s
\ncompliance with any of its covenants under the Indenture, the Supplemental
\nIndenture or the 2021 Notes (as to which the Trustee, Security Registrar and
\nPaying Agent are entitled to rely exclusively on Officers153 Certificates). None
\nof the Trustee, the Security Registrar or Paying Agent shall be obligated to
\nmonitor or confirm, on a continuing basis or otherwise, the Company153s or any
\nother Person153s compliance with the covenants described herein or with respect to
\nany reports or other documents filed under the Indenture or the Supplemental
\nIndenture.<\/p>\n<\/p>\n<\/p>\n

-12-<\/p>\n

\n

\n<\/p>\n

ARTICLE FOUR<\/strong><\/p>\n

\n

FORMS OF NOTES<\/strong><\/p>\n

\n

Section 401. Form of 2016 Notes<\/u>.<\/p>\n<\/p>\n

The 2016 Notes and the Trustee153s Certificate of Authentication to be endorsed
\nthereon are to be substantially in the form set forth in Exhibit A hereto.<\/p>\n<\/p>\n

Section 402. Form of 2021 Notes<\/u>.<\/p>\n<\/p>\n

The 2021 Notes and the Trustee153s Certificate of Authentication to be endorsed
\nthereon are to be substantially in the form set forth in Exhibit B hereto.<\/p>\n<\/p>\n

ARTICLE FIVE<\/strong><\/p>\n

\n

ORIGINAL ISSUE OF NOTES<\/strong><\/p>\n

\n

Section 501. Original Issue of 2016 Notes<\/u>.<\/p>\n<\/p>\n

The 2016 Notes may, upon execution of this Supplemental Indenture, be
\nexecuted by the Company and delivered to the Trustee for authentication, and the
\nTrustee shall, upon Company Order, authenticate and deliver such 2016 Notes as
\nin such Company Order provided.<\/p>\n<\/p>\n

Section 502. Original Issue of 2021 Notes<\/u>.<\/p>\n<\/p>\n

The 2021 Notes may, upon execution of this Supplemental Indenture, be
\nexecuted by the Company and delivered to the Trustee for authentication, and the
\nTrustee shall, upon Company Order, authenticate and deliver such 2021 Notes as
\nin such Company Order provided.<\/p>\n<\/p>\n

ARTICLE SIX<\/strong><\/p>\n

\n

MISCELLANEOUS<\/strong><\/p>\n

\n

Section 601. Ratification of Indenture<\/u>.<\/p>\n<\/p>\n

The Indenture, as supplemented by this Supplemental Indenture, is in all
\nrespects ratified and confirmed, and this Supplemental Indenture shall be deemed
\npart of the Indenture in the manner and to the extent herein and therein
\nprovided; provided<\/em> that the provisions of this Supplemental Indenture
\napply solely with respect to the 2016 Notes and the 2021 Notes.<\/p>\n<\/p>\n

Section 602. Trustee Not Responsible for Recitals<\/u>.<\/p>\n<\/p>\n

The recitals herein contained are made by the Company and not by the Trustee,
\nand the Trustee assumes no responsibility for the correctness thereof. The
\nTrustee makes no representation as to the validity or sufficiency of this
\nSupplemental Indenture.<\/p>\n<\/p>\n<\/p>\n

-13-<\/p>\n

\n

\n

Section 603. Governing Law<\/u>.<\/p>\n<\/p>\n

This Supplemental Indenture, each 2016 Note and each 2021 Note shall be
\ngoverned by and construed in accordance with the laws of the State of New York.\n<\/p>\n<\/p>\n

Section 604. Separability<\/u>.<\/p>\n<\/p>\n

In case any one or more of the provisions contained in this Supplemental
\nIndenture, the 2016 Notes or the 2021 Notes shall for any reason be held to be
\ninvalid, illegal or unenforceable in any respect, such invalidity, illegality or
\nunenforceability shall not affect any other provisions of this Supplemental
\nIndenture or of the notes, but this Supplemental Indenture and the 2016 Notes
\nand the 2021 Notes shall be construed as if such invalid or illegal or
\nunenforceable provision had never been contained herein or therein.<\/p>\n<\/p>\n

Section 605. Counterparts<\/u>.<\/p>\n<\/p>\n

This Supplemental Indenture may be executed in any number of counterparts
\neach of which shall be an original; but such counterparts shall together
\nconstitute but one and the same instrument.<\/p>\n<\/p>\n<\/p>\n

-14-<\/p>\n

\n

\n<\/p>\n

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
\nIndenture to be duly executed, all as of the day and year first above written.\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

VULCAN MATERIALS COMPANY<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Robert A. Wason, IV<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Robert A. Wason, IV<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Senior Vice President and<\/p>\n

General Counsel<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

WILMINGTON TRUST COMPANY,<\/p>\n

as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Michael G. Oller, Jr.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Michael G. Oller, Jr.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Assistant Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Acknowledged:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
\n

CITIBANK, N.A.,<\/p>\n

as initial Authenticating Agent, Paying Agent,<\/p>\n

Security Registrar and Calculation Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n

\/s\/ John Hannon<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

John Hannon<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

-15-<\/p>\n

\n

\n<\/p>\n

EXHIBIT A<\/strong><\/p>\n

\n

FORM OF 2016 NOTES<\/strong><\/p>\n

\n

[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
\nINDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
\nOR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
\nREGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
\nIN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS
\nSECURITY (EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
\nBY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
\nDEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.<\/strong><\/p>\n<\/p>\n

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
\nOF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR
\nREGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
\nREGISTERED IN THE NAME OF CEDE & CO. OR SUCH NAME AS IS REQUESTED BY AN
\nAUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
\nTO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
\nANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
\nPERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
\nAN INTEREST HEREIN.]<\/strong><\/p>\n<\/p>\n

VULCAN MATERIALS COMPANY<\/strong><\/p>\n

\n

6.50% NOTE DUE 2016<\/strong><\/p>\n

\n\n\n\n\n
\n

No.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

CUSIP No. 929160 AQ2<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Vulcan Materials Company, a corporation duly organized and existing under the
\nlaws of New Jersey (herein called the “Company”, which term includes any
\nsuccessor Person under the Indenture hereinafter referred to), for value
\nreceived, hereby promises to pay to CEDE & CO., or registered assigns, the
\nprincipal sum of _____________ Dollars on December 1, 2016, and to pay interest
\nthereon from June 14, 2011, or from the most recent Interest Payment Date to
\nwhich interest has been paid or duly provided for, semi-annually on June 1 and
\nDecember 1 in each year, commencing December 1, 2011 at the rate of 6.50% per
\nannum, until the principal hereof is paid or made available for payment, and (to
\nthe extent that the payment of such interest shall be legally enforceable) at
\nthe rate of 6.50% per annum on any overdue principal and premium and on any
\noverdue installment of interest. The interest so payable, and punctually paid or
\nduly provided for, on any Interest Payment Date will, as provided in such
\nIndenture, be paid to the Person in whose name this Security (or one or more
\nPredecessor Securities) is registered at the close of business on the Regular
\nRecord Date for such interest, which shall be the May 15 or November 15 (whether
\nor not a Business Day), as the case may be, next preceding such Interest Payment
\nDate. Any such interest not so punctually paid or duly provided for will
\nforthwith cease to be payable to the Holder on such Regular Record Date and may
\neither be paid to the Person in whose name this Security (or one or more
\nPredecessor Securities) is registered at the close of business on a Special
\nRecord Date for the payment of such Defaulted Interest to be fixed by the
\nTrustee, notice whereof shall be given to Holders of Securities of this series
\nnot less than 10 days prior to such Special Record Date, or be paid at any time
\nin any other lawful manner not inconsistent with the requirements of any
\nsecurities exchange on which the Securities of this series may be listed, and
\nupon such notice as may be required by such exchange, all as more fully provided
\nin said Indenture.<\/p>\n<\/p>\n

A-1<\/p>\n

\n

\n

Payment of the principal of (and premium, if any) and interest on this
\nSecurity will be made at the office or agency of the Company maintained for that
\npurpose in New York, New York, in such coin or currency of the United States of
\nAmerica as at the time of payment is legal tender for payment of public and
\nprivate debts.<\/p>\n<\/p>\n

Reference is hereby made to the further provisions of this Security set forth
\non the reverse hereof, which further provisions shall for all purposes have the
\nsame effect as if set forth at this place.<\/p>\n<\/p>\n

Unless the certificate of authentication hereon has been executed by the
\nTrustee or an authentication agent on its behalf referred to on the reverse
\nhereof by manual signature, this Security shall not be entitled to any benefit
\nunder the Indenture or be valid or obligatory for any purpose.<\/p>\n<\/p>\n<\/p>\n

A-2<\/p>\n

\n

\n<\/p>\n

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
\nexecuted.<\/p>\n<\/p>\n\n\n\n
\n

Dated:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

VULCAN MATERIALS COMPANY<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

Attest:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

A-3<\/p>\n

\n

\n<\/p>\n

TRUSTEE153S CERTIFICATE OF AUTHENTICATION<\/p>\n

\n

This is one of the Securities of the series designated therein referred to in
\nthe within-mentioned Indenture.<\/p>\n<\/p>\n\n\n\n\n\n\n
\n

WILMINGTON TRUST COMPANY,<\/p>\n

as Trustee<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Authorized Officer<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

or<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
\n

WILMINGTON TRUST COMPANY,<\/p>\n

as Trustee<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n

CITIBANK, N.A., as Authenticating Agent<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Authorized Officer<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

A-4<\/p>\n

\n

\n

(FORM OF REVERSE OF 2016 NOTE)<\/p>\n

\n

This Security is one of a duly authorized issue of securities of the Company
\n(herein called the “Securities”), issued and to be issued in one or more series
\nunder a Senior Debt Indenture, dated as of December 11, 2007 (herein called the
\n“Indenture”), as supplemented by the Fourth Supplemental Indenture, dated as of
\nJune 14, 2011, between the Company and Wilmington Trust Company, as Trustee
\n(herein called the “Trustee”, which term includes any successor trustee under
\nthe Indenture), to which Indenture and all indentures supplemental thereto
\nreference is hereby made for a statement of the respective rights, limitations
\nof rights, duties and immunities thereunder of the Company, the Trustee and the
\nHolders of the Securities and of the terms upon which the Securities are, and
\nare to be, authenticated and delivered. This Security is one of the series
\ndesignated on the face hereof.<\/p>\n<\/p>\n

The Securities are subject to redemption upon not less than 30 days153 nor more
\nthan 60 days153 notice by mail, at any time, as a whole or in part, at the
\nelection of the Company, at a redemption price equal to the greater of (i) one
\nhundred percent (100%) of the principal amount of the Securities and (ii) the
\nsum of the present values of the remaining scheduled payments of principal and
\ninterest (exclusive of interest accrued to the Redemption Date) on the
\nSecurities discounted to the Redemption Date on a semiannual basis (assuming a
\n360-day year consisting of twelve 30-day months) at the Treasury Rate (as
\ndefined below), plus 50 basis points, and plus accrued and unpaid interest, if
\nany, on the Securities being redeemed to the Redemption Date, but interest
\ninstallments whose Stated Maturity is on or prior to such Redemption Date will
\nbe payable to the Holders of such Securities, or one or more Predecessor
\nSecurities, of record at the close of business on the relevant Record Dates
\nreferred to on the face hereof, all as provided in the Indenture.<\/p>\n<\/p>\n

The Independent Investment Banker (as defined below) will calculate the
\nRedemption Price.<\/p>\n<\/p>\n

“Treasury Rate<\/em>” means, with respect to the Securities on any
\nRedemption Date, the rate per annum equal to the semiannual equivalent yield to
\nmaturity of the Comparable Treasury Issue, assuming a price for the Comparable
\nTreasury Issue (expressed as a percentage of its principal amount) equal to the
\nComparable Treasury Price for such Redemption Date.<\/p>\n<\/p>\n

“Comparable Treasury Issue<\/em>” means the United States Treasury
\nsecurity selected by the Independent Investment Banker as having a maturity
\ncomparable to the remaining term of the Securities to be redeemed that would be
\nused, at the time of selection and in accordance with customary financial
\npractice, in pricing new issues of corporate debt securities of comparable
\nmaturity with the remaining term of those Securities.<\/p>\n<\/p>\n

“Comparable Treasury Price<\/em>” means, with respect to the Securities on
\nany Redemption Date, (i) the average of the bid and asked prices for the
\nComparable Treasury Issue (expressed in each case as a percentage of its
\nprincipal amount) on the third Business Day preceding such Redemption Date, as
\nset forth in the daily statistical release (or any successor release) published
\nby the Federal Reserve Bank of New York and designated “Composite 3:30 p.m.
\nQuotations for U.S. Government Securities” or (ii) if such release (or any
\nsuccessor release) is not published or does not contain such prices on such
\nBusiness Day, (a) the average of the Reference Treasury Dealer Quotations for
\nsuch Redemption Date, after excluding the highest and lowest of such Reference
\nTreasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such
\nReference Treasury Dealer Quotations, the average of all such quotations.<\/p>\n<\/p>\n

A-5<\/p>\n

\n

\n

“Independent Investment Banker<\/em>” means one of the Reference Treasury
\nDealers appointed by the Trustee as directed by the Company.<\/p>\n<\/p>\n

“Reference Treasury Dealer Quotations<\/em>” means, with respect to each
\nReference Treasury Dealer and the Securities on any Redemption Date, the
\naverage, as determined by the Trustee, of the bid and asked prices for the
\nComparable Treasury Issue (expressed in each case as a percentage of its
\nprincipal amount) quoted in writing to the Trustee by such Reference Treasury
\nDealer at 5:00 p.m. on the third Business Day preceding such Redemption Date.\n<\/p>\n<\/p>\n

“Reference Treasury Dealer<\/em>” means each of Merrill Lynch, Pierce,
\nFenner & Smith Incorporated and Goldman, Sachs & Co., and their
\nrespective successors; provided<\/em>, however<\/em>, that if any of the
\nforegoing shall cease to be a primary U.S. Government securities dealer in New
\nYork City (a “Primary Treasury Dealer”), the Company shall replace that former
\ndealer with another Primary Treasury Dealer.<\/p>\n<\/p>\n

In the event of redemption of this Security in part only, a new Security or
\nSecurities of this series and of like tenor for the unredeemed portion hereof
\nwill be issued in the name of the Holder hereof upon the cancellation hereof.\n<\/p>\n<\/p>\n

If an Event of Default with respect to Securities of this series shall occur
\nand be continuing, the principal of the Securities of this series may be
\ndeclared due and payable in the manner and with the effect provided in the
\nIndenture.<\/p>\n<\/p>\n

The Indenture contains provisions for defeasance at any time of (i) the
\nentire indebtedness of the Company on this Security and (ii) certain restrictive
\ncovenants and other covenants and the related Events of Default, upon compliance
\nby the Company with certain conditions set forth therein, which provisions apply
\nto this Security. In addition, upon the Company153s exercise of the option
\nprovided in Section 1301 of the Indenture to obtain a covenant defeasance with
\nrespect to this Security, the Company shall be released from its obligations
\nunder Section 210 of the Fourth Supplemental Indenture (in addition to the
\nSections provided in Section 1303 of the Indenture) with respect to this
\nSecurity on and after the date the applicable conditions set forth in Section
\n1304 of the Indenture are satisfied.<\/p>\n<\/p>\n

The Indenture permits, with certain exceptions as therein provided, the
\namendment thereof and the modification of the rights and obligations of the
\nCompany and the rights of the Holders of the Securities of each series to be
\naffected under the Indenture at any time by the Company and the Trustee with the
\nconsent of the Holders of a majority in principal amount of the Securities at
\nthe time Outstanding of each series to be affected. The Indenture also contains
\nprovisions permitting the Holders of specified percentages in principal amount
\nof the Securities of each series at the time Outstanding, on behalf of the
\nHolders of all Securities of such series, to waive compliance by the Company
\nwith certain provisions of the Indenture and certain past defaults under the
\nIndenture and their consequences. Any such consent or waiver by the Holder of
\nthis Security shall be conclusive and binding upon such Holder and upon all
\nfuture Holders of this Security and of any Security issued upon the registration
\nof transfer hereof or in exchange herefor or in lieu hereof, whether or not
\nnotation of such consent or waiver is made upon this Security.<\/p>\n<\/p>\n

A-6<\/p>\n

\n

\n

Except as set forth in Article Thirteen of the Indenture, no reference herein
\nto the Indenture and no provision of this Security or of the Indenture shall
\nalter or impair the obligation of the Company, which is absolute and
\nunconditional, to pay the principal of and any premium and interest on this
\nSecurity at the times, place and rate, and in the coin or currency, herein
\nprescribed.<\/p>\n<\/p>\n

As provided in the Indenture and subject to certain limitations therein set
\nforth, the transfer of this Security is registrable in the Security Register,
\nupon surrender of this Security for registration of transfer at the office or
\nagency of the Company in any place where the principal of and any premium and
\ninterest on this Security are payable, duly endorsed by, or accompanied by a
\nwritten instrument of transfer in form satisfactory to the Company and the
\nSecurity Registrar duly executed by, the Holder hereof or his attorney duly
\nauthorized in writing, and thereupon one or more new Securities of this series
\nand of like tenor, of authorized denominations and for the same aggregate
\nprincipal amount, will be issued to the designated transferee or transferees.\n<\/p>\n<\/p>\n

The Securities of this series are issuable only in registered form without
\ncoupons in denominations of $2,000 and multiples of $1,000 thereof. As provided
\nin the Indenture and subject to certain limitations therein set forth,
\nSecurities of this series are exchangeable for a like aggregate principal amount
\nof Securities of this series and of like tenor of a different authorized
\ndenomination, as requested by the Holder surrendering the same.<\/p>\n<\/p>\n

No service charge shall be made for any such registration of transfer or
\nexchange, but the Company may require payment of a sum sufficient to cover any
\ntax or other governmental charge payable in connection therewith.<\/p>\n<\/p>\n

Prior to due presentment of this Security for registration of transfer, the
\nCompany, the Trustee and any agent of the Company or the Trustee may treat the
\nPerson in whose name this Security is registered as the owner hereof for all
\npurposes, whether or not this Security be overdue, and neither the Company, the
\nTrustee nor any such agent shall be affected by notice to the contrary.<\/p>\n<\/p>\n

All terms used in this Security which are defined in the Indenture shall have
\nthe meanings assigned to them in the Indenture.<\/p>\n<\/p>\n<\/p>\n

A-7<\/p>\n

\n

\n<\/p>\n

EXHIBIT B<\/strong><\/p>\n

\n

FORM OF 2021 NOTES<\/strong><\/p>\n

\n

[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
\nINDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
\nOR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
\nREGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
\nIN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS
\nSECURITY (EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
\nBY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
\nDEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.<\/strong><\/p>\n<\/p>\n

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
\nOF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR
\nREGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
\nREGISTERED IN THE NAME OF CEDE & CO. OR SUCH NAME AS IS REQUESTED BY AN
\nAUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
\nTO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
\nANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
\nPERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
\nAN INTEREST HEREIN.]<\/strong><\/p>\n<\/p>\n

VULCAN MATERIALS COMPANY<\/strong><\/p>\n

\n

7.50% NOTE DUE 2021<\/strong><\/p>\n

\n\n\n\n\n
\n

No.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

CUSIP No. 929160 AR0<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Vulcan Materials Company, a corporation duly organized and existing under the
\nlaws of New Jersey (herein called the “Company”, which term includes any
\nsuccessor Person under the Indenture hereinafter referred to), for value
\nreceived, hereby promises to pay to CEDE & CO., or registered assigns, the
\nprincipal sum of Dollars on June 15, 2021, and to pay interest thereon from June
\n14, 2011, or from the most recent Interest Payment Date to which interest has
\nbeen paid or duly provided for, semi-annually on June 15 and December 15 in each
\nyear, commencing December 15, 2011 at the rate of 7.50% per annum, until the
\nprincipal hereof is paid or made available for payment, and (to the extent that
\nthe payment of such interest shall be legally enforceable) at the rate of 7.50%
\nper annum on any overdue principal and premium and on any overdue installment of
\ninterest. The interest so payable, and punctually paid or duly provided for, on
\nany Interest Payment Date will, as provided in such Indenture, be paid to the
\nPerson in whose name this Security (or one or more Predecessor Securities) is
\nregistered at the close of business on the Regular Record Date for such
\ninterest, which shall be the June 1 or December 1 (whether or not a Business
\nDay), as the case may be, next preceding such Interest Payment Date. Any such
\ninterest not so punctually paid or duly provided for will forthwith cease to be
\npayable to the Holder on such Regular Record Date and may either be paid to the
\nPerson in whose name this Security (or one or more Predecessor Securities) is
\nregistered at the close of business on a Special Record Date for the payment of
\nsuch Defaulted Interest to be fixed by the Trustee, notice whereof shall be
\ngiven to Holders of Securities of this series not less than 10 days prior to
\nsuch Special Record Date, or be paid at any time in any other lawful manner not
\ninconsistent with the requirements of any securities exchange on which the
\nSecurities of this series may be listed, and upon such notice as may be required
\nby such exchange, all as more fully provided in said Indenture.<\/p>\n<\/p>\n

B-1<\/p>\n

\n

\n

Payment of the principal of (and premium, if any) and interest on this
\nSecurity will be made at the office or agency of the Company maintained for that
\npurpose in New York, New York, in such coin or currency of the United States of
\nAmerica as at the time of payment is legal tender for payment of public and
\nprivate debts.<\/p>\n<\/p>\n

Reference is hereby made to the further provisions of this Security set forth
\non the reverse hereof, which further provisions shall for all purposes have the
\nsame effect as if set forth at this place.<\/p>\n<\/p>\n

Unless the certificate of authentication hereon has been executed by the
\nTrustee or an authentication agent on its behalf referred to on the reverse
\nhereof by manual signature, this Security shall not be entitled to any benefit
\nunder the Indenture or be valid or obligatory for any purpose.<\/p>\n<\/p>\n<\/p>\n

B-2<\/p>\n

\n

\n<\/p>\n

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
\nexecuted.<\/p>\n<\/p>\n\n\n\n
\n

Dated:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

VULCAN MATERIALS COMPANY<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

Attest:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

B-3<\/p>\n

\n

\n<\/p>\n

TRUSTEE153S CERTIFICATE OF AUTHENTICATION<\/p>\n

\n

This is one of the Securities of the series designated therein referred to in
\nthe within-mentioned Indenture.<\/p>\n<\/p>\n\n\n\n\n\n\n
\n

WILMINGTON TRUST COMPANY,<\/p>\n

as Trustee<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Authorized Officer<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

or<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
\n

WILMINGTON TRUST COMPANY,<\/p>\n

as Trustee<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n

CITIBANK, N.A., as Authenticating Agent<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Authorized Officer<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

B-4<\/p>\n

\n

\n<\/p>\n

(FORM OF REVERSE OF 2021 NOTE)<\/p>\n

\n

This Security is one of a duly authorized issue of securities of the Company
\n(herein called the “Securities”), issued and to be issued in one or more series
\nunder a Senior Debt Indenture, dated as of December 11, 2007 (herein called the
\n“Indenture”), as supplemented by the Fourth Supplemental Indenture, dated as of
\nJune 14, 2011, between the Company and Wilmington Trust Company, as Trustee
\n(herein called the “Trustee”, which term includes any successor trustee under
\nthe Indenture), to which Indenture and all indentures supplemental thereto
\nreference is hereby made for a statement of the respective rights, limitations
\nof rights, duties and immunities thereunder of the Company, the Trustee and the
\nHolders of the Securities and of the terms upon which the Securities are, and
\nare to be, authenticated and delivered. This Security is one of the series
\ndesignated on the face hereof.<\/p>\n<\/p>\n

The Securities are subject to redemption upon not less than 30 days153 nor more
\nthan 60 days153 notice by mail, at any time, as a whole or in part, at the
\nelection of the Company, at a redemption price equal to the greater of (i) one
\nhundred percent (100%) of the principal amount of the Securities and (ii) the
\nsum of the present values of the remaining scheduled payments of principal and
\ninterest (exclusive of interest accrued to the Redemption Date) on the
\nSecurities discounted to the Redemption Date on a semiannual basis (assuming a
\n360-day year consisting of twelve 30-day months) at the Treasury Rate (as
\ndefined below), plus 50 basis points, and plus accrued and unpaid interest, if
\nany, on the Securities being redeemed to the Redemption Date, but interest
\ninstallments whose Stated Maturity is on or prior to such Redemption Date will
\nbe payable to the Holders of such Securities, or one or more Predecessor
\nSecurities, of record at the close of business on the relevant Record Dates
\nreferred to on the face hereof, all as provided in the Indenture.<\/p>\n<\/p>\n

The Independent Investment Banker (as defined below) will calculate the
\nRedemption Price.<\/p>\n<\/p>\n

“Treasury Rate<\/em>” means, with respect to the Securities on any
\nRedemption Date, the rate per annum equal to the semiannual equivalent yield to
\nmaturity of the Comparable Treasury Issue, assuming a price for the Comparable
\nTreasury Issue (expressed as a percentage of its principal amount) equal to the
\nComparable Treasury Price for such Redemption Date.<\/p>\n<\/p>\n

“Comparable Treasury Issue<\/em>” means the United States Treasury
\nsecurity selected by the Independent Investment Banker as having a maturity
\ncomparable to the remaining term of the Securities to be redeemed that would be
\nused, at the time of selection and in accordance with customary financial
\npractice, in pricing new issues of corporate debt securities of comparable
\nmaturity with the remaining term of those Securities.<\/p>\n<\/p>\n

“Comparable Treasury Price<\/em>” means, with respect to the Securities on
\nany Redemption Date, (i) the average of the bid and asked prices for the
\nComparable Treasury Issue (expressed in each case as a percentage of its
\nprincipal amount) on the third Business Day preceding such Redemption Date, as
\nset forth in the daily statistical release (or any successor release) published
\nby the Federal Reserve Bank of New York and designated “Composite 3:30 p.m.
\nQuotations for U.S. Government Securities” or (ii) if such release (or any
\nsuccessor release) is not published or does not contain such prices on such
\nBusiness Day, (a) the average of the Reference Treasury Dealer Quotations for
\nsuch Redemption Date, after excluding the highest and lowest of such Reference
\nTreasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such
\nReference Treasury Dealer Quotations, the average of all such quotations.<\/p>\n<\/p>\n

B-5<\/p>\n

\n

\n

“Independent Investment Banker<\/em>” means one of the Reference Treasury
\nDealers appointed by the Trustee as directed by the Company.<\/p>\n<\/p>\n

“Reference Treasury Dealer Quotations<\/em>” means, with respect to each
\nReference Treasury Dealer and the Securities on any Redemption Date, the
\naverage, as determined by the Trustee, of the bid and asked prices for the
\nComparable Treasury Issue (expressed in each case as a percentage of its
\nprincipal amount) quoted in writing to the Trustee by such Reference Treasury
\nDealer at 5:00 p.m. on the third Business Day preceding such Redemption Date.\n<\/p>\n<\/p>\n

“Reference Treasury Dealer<\/em>” means each of Merrill Lynch, Pierce,
\nFenner & Smith Incorporated and Goldman, Sachs & Co., and their
\nrespective successors; provided<\/em>, however<\/em>, that if any of the
\nforegoing shall cease to be a primary U.S. Government securities dealer in New
\nYork City (a “Primary Treasury Dealer<\/em>“), the Company shall replace that
\nformer dealer with another Primary Treasury Dealer.<\/p>\n<\/p>\n

In the event of redemption of this Security in part only, a new Security or
\nSecurities of this series and of like tenor for the unredeemed portion hereof
\nwill be issued in the name of the Holder hereof upon the cancellation hereof.\n<\/p>\n<\/p>\n

If an Event of Default with respect to Securities of this series shall occur
\nand be continuing, the principal of the Securities of this series may be
\ndeclared due and payable in the manner and with the effect provided in the
\nIndenture.<\/p>\n<\/p>\n

The Indenture contains provisions for defeasance at any time of (i) the
\nentire indebtedness of the Company on this Security and (ii) certain restrictive
\ncovenants and other covenants and the related Events of Default, upon compliance
\nby the Company with certain conditions set forth therein, which provisions apply
\nto this Security. In addition, upon the Company153s exercise of the option
\nprovided in Section 1301 of the Indenture to obtain a covenant defeasance with
\nrespect to this Security, the Company shall be released from its obligations
\nunder Section 310 of the Fourth Supplemental Indenture (in addition to the
\nSections provided in Section 1303 of the Indenture) with respect to this
\nSecurity on and after the date the applicable conditions set forth in Section
\n1304 of the Indenture are satisfied.<\/p>\n<\/p>\n

The Indenture permits, with certain exceptions as therein provided, the
\namendment thereof and the modification of the rights and obligations of the
\nCompany and the rights of the Holders of the Securities of each series to be
\naffected under the Indenture at any time by the Company and the Trustee with the
\nconsent of the Holders of a majority in principal amount of the Securities at
\nthe time Outstanding of each series to be affected. The Indenture also contains
\nprovisions permitting the Holders of specified percentages in principal amount
\nof the Securities of each series at the time Outstanding, on behalf of the
\nHolders of all Securities of such series, to waive compliance by the Company
\nwith certain provisions of the Indenture and certain past defaults under the
\nIndenture and their consequences. Any such consent or waiver by the Holder of
\nthis Security shall be conclusive and binding upon such Holder and upon all
\nfuture Holders of this Security and of any Security issued upon the registration
\nof transfer hereof or in exchange herefor or in lieu hereof, whether or not
\nnotation of such consent or waiver is made upon this Security.<\/p>\n<\/p>\n

B-6<\/p>\n

\n

\n

Except as set forth in Article Thirteen of the Indenture, no reference herein
\nto the Indenture and no provision of this Security or of the Indenture shall
\nalter or impair the obligation of the Company, which is absolute and
\nunconditional, to pay the principal of and any premium and interest on this
\nSecurity at the times, place and rate, and in the coin or currency, herein
\nprescribed.<\/p>\n<\/p>\n

As provided in the Indenture and subject to certain limitations therein set
\nforth, the transfer of this Security is registrable in the Security Register,
\nupon surrender of this Security for registration of transfer at the office or
\nagency of the Company in any place where the principal of and any premium and
\ninterest on this Security are payable, duly endorsed by, or accompanied by a
\nwritten instrument of transfer in form satisfactory to the Company and the
\nSecurity Registrar duly executed by, the Holder hereof or his attorney duly
\nauthorized in writing, and thereupon one or more new Securities of this series
\nand of like tenor, of authorized denominations and for the same aggregate
\nprincipal amount, will be issued to the designated transferee or transferees.\n<\/p>\n<\/p>\n

The Securities of this series are issuable only in registered form without
\ncoupons in denominations of $2,000 and multiples of $1,000 thereof. As provided
\nin the Indenture and subject to certain limitations therein set forth,
\nSecurities of this series are exchangeable for a like aggregate principal amount
\nof Securities of this series and of like tenor of a different authorized
\ndenomination, as requested by the Holder surrendering the same.<\/p>\n<\/p>\n

No service charge shall be made for any such registration of transfer or
\nexchange, but the Company may require payment of a sum sufficient to cover any
\ntax or other governmental charge payable in connection therewith.<\/p>\n<\/p>\n

Prior to due presentment of this Security for registration of transfer, the
\nCompany, the Trustee and any agent of the Company or the Trustee may treat the
\nPerson in whose name this Security is registered as the owner hereof for all
\npurposes, whether or not this Security be overdue, and neither the Company, the
\nTrustee nor any such agent shall be affected by notice to the contrary.<\/p>\n<\/p>\n

All terms used in this Security which are defined in the Indenture shall have
\nthe meanings assigned to them in the Indenture.<\/p>\n<\/p>\n

B-7<\/p>\n

\n

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