Unfunded Supplemental Benefit Plan for Salaried Employees

Exhibit 10.4 Unfunded Supplemental Benefit Plan
for Salaried Employees Vulcan Materials Company December 11, 2008

Contents

Vulcan Materials Company
Unfunded Supplemental Benefit Plan for Salaried Employees Article 1. Establishment and Purpose       1.1 Establishment . Vulcan Materials Company, a New Jersey corporation, hereby amends and restates, effective as of December 11, 2008 (the "Effective Date"), the Vulcan Materials Company Unfunded Supplemental Benefit Plan for Salaried Employees (the "Plan").       1.2 Purpose . The primary purpose of the Plan is to make up for the reduction in benefits attributable to the tax-qualified plan limits of the Code, including Section 401(a)(17) and Section 415, and as a result of elective deferrals under the Vulcan Materials Company Executive Deferred Compensation Plan. Article 2. Definitions       2.1 Definitions . Whenever used herein, the following terms shall have the meanings set forth below, and when the meaning is intended, the term is capitalized:

(i) the limitations set forth in Section 415 of the Code; (ii) the Section 401(a)(17) Limit; and (iii) the reduction in the compensation that is taken into account under the Thrift Plan, the 401(k) Plan, and the Retirement Plan (determined without regard to the Section 401(a)(17) Limit) to the extent that the reduction is attributable to the Participant’s election to defer such compensation on a nonqualified basis under Section 5.1 of the Vulcan Materials Company Executive Deferred Compensation Plan, provided that, the Limitation applied in the calculation of Supplemental Retirement Benefits shall be take into account such deferred compensation only to the extent that such compensation exceeds the Section 401(a)(17) Limit.

      2.2 Gender and Number . Except where otherwise indicated by the context, any masculine term shall include the feminine, the plural shall include the singular, and the singular shall include the plural. Article 3. Administration       3.1 The Committee . The Plan shall be administered by the Committee. In no event shall any member of the Committee be a Participant.       3.2 Authority of the Committee .                (a) Subject to the terms of the Plan, the Committee shall have full power and discretionary authority (i) to determine the terms and conditions of each Participant’s participation in the Plan, (ii) to construe and interpret the Plan and any agreement or instrument entered into under the Plan, (iii) to establish, amend, and waive rules and regulations for the Plan’s administration, (iv) subject to the provisions of Article 11, to amend the Plan and any agreement or instrument entered

into under the Plan or to terminate the Plan, (v) to appoint and remove the trustee and the recordkeeper for the Rabbi Trust, and to direct the trustee and the recordkeeper with respect to their duties under the agreements pertaining to the Rabbi Trust, and (vi) to make any other determinations that may be necessary or advisable for the administration of the Plan, provided that the Committee shall not have authority to alter the time or form of payment of a Participant’s Supplemental Thrift Benefits and Supplemental Retirement Benefits except as permitted under Section 409A of the Code.                (b) To the extent permitted by law, the Committee (i) may delegate any or all of its authority granted under the Plan to one or more executives of the Company (provided that no executive of the Company who is a Participant shall exercise any authority with respect to his own participation in the Plan) and (ii) may designate one or more individuals who are not Participants (but who may be employees of the Company) to carry out ministerial duties related to the administration of the Plan, except that the Committee shall not delegate responsibility for any matter involving a person subject to Section 16 of the Exchange Act if a decision by the Committee as to such matter would have the effect of exempting a transaction under the Plan from the application of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 or any successor rule thereunder.       3.3 Decisions Binding . All determinations and decisions of the Committee (or of any person to whom the Committee has delegated its authority) under the Plan, including questions of construction and interpretation, shall be final, conclusive, and binding on the employees of the Company, the Participants and their beneficiaries and estates. Whenever the Plan authorizes the Committee or any other person to exercise discretion with respect to any matter, such discretion may be exercised in the sole and absolute discretion of the Committee or such person, subject only to the terms of the Plan and applicable requirements of law. Article 4. Eligibility and Participation       4.1 Eligibility . Persons eligible to participate in this Plan shall be limited to full-time, salaried employees of the Company, who are determined to be "key employees" by the CEO and who are approved for participation by the Committee. Further, to be eligible, an employee must be among a select group of management or highly compensated employees of the Company, such that the Plan qualifies for a "top hat" exemption under Title I of ERISA, as further described in Section 12.3 herein.       4.2 Participation . Unless otherwise determined by the Committee, Participants in the Plan shall be eligible to receive both Supplemental Thrift Benefits and, except employees hired by the Company after July 15, 2007, Supplemental Retirement Benefits. Employees who have been approved for participation in the Plan shall be notified in writing of such approval as soon as administratively practicable thereafter.

Article 5. Supplemental Thrift Benefits       5.1 Participant Accounts.           (a) The Company shall establish and maintain a separate bookkeeping account for the Alternative Matching Contributions and Alternative Profit-Sharing Contributions, and the investment returns thereon, of each Participant (a "Supplemental Thrift Benefits Account Balance"). Each Participant shall be furnished with a statement of his account balance at least annually.           (b) The establishment and maintenance of such accounts by the Company shall not be construed as entitling any Participant to any specific assets of the Company. The rights of Participants to receive any distribution under the Plan shall be an unsecured claim against the general assets of the Company.       5.2 Alternative Matching Contributions.           (a) If under the Thrift Plan or 401(k) Plan (as applicable to the Participant) a Matching Contribution to a Participant is reduced by the application of the Limitations, such Participant shall be entitled to have an Alternative Matching Contribution credited to the Participant’s Supplemental Thrift Benefits Account Balance. Such credit shall be made at the same time as the Matching Contribution (as so reduced) is made to the Participant under the Thrift Plan or 401(k) Plan. A Participant’s action or inaction during a Plan Year does not affect the amount of the Participant’s Alternative Matching Contribution because the Participant may not change his or her deferred election for a Plan Year pursuant to the Thrift Plan after the last day of the preceding Plan Year.           (a) If under the 401(k) Plan a Profit-Sharing Contribution to a Participant is reduced by the application of the Limitations, such Participant shall be entitled to have an Alternative Profit-Sharing Contribution credited to the Participant’s Supplemental Thrift Benefits Account Balance. Such credit shall be made at the same time as the Profit-Sharing Contribution (as so reduced) is made to the Participant under the 401(k) Plan.       5.3 Investment Return.      (a) Each Participant’s Supplemental Thrift Benefits Account Balance under the Plan shall be deemed invested, at the Participant’s election, in any investment funds that are available for the investment of the Participant’s Matching Contributions Account under the Thrift Plan. A Participant shall make an investment election (or change a previous election) in writing in a manner acceptable to the Committee, and the Committee may adopt such rules and procedures for the deemed investment of Participants’ Supplemental Thrift Benefits Account Balances as the Committee considers necessary or appropriate. An investment election shall be effective for all amounts subsequently credited to the Participant’s Supplemental Thrift Benefits Account Balance until the Participant makes a new investment election. If a Participant has not made an investment election, the Participant’s Supplemental Thrift Benefits Account Balance shall be deemed invested and reinvested in the same proportions among such investment funds as is the Matching Contributions Account of the Participant under the Thrift Plan, subject to such restrictions and limitations as the Committee may deem necessary or appropriate.

               (b) Each Participant shall be entitled to an investment return based on the deemed investment of the Participant’s Supplemental Thrift Benefits Account Balance, which shall be adjusted at such times and in such manner as the Committee deems appropriate to reflect the investment results of the investment funds in which such balance is deemed invested.                (c) The Company shall have no obligation to invest any amounts in the investment funds in which the Supplemental Thrift Benefits Account Balances of Participants are deemed invested.       5.4 Charges Against Accounts . All payments made to a Participant under the Plan shall be charged against such Participant’s Supplemental Thrift Benefits Account Balance when and as made.       5.5 Distributions .                (a) Except as provided in paragraph (b), a Participant’s Supplemental Thrift Benefits Account Balance shall be distributed to the Participant in the form of a single lump-sum cash payment. Such distribution shall be made in the seventh month after the Participant’s Termination of Employment Service.                (b) An individual who is a Participant on December 31, 2006, and whose Supplemental Thrift Benefits do not begin to be paid on or before December 31, 2006, may elect a form of payment and a time of payment with respect to the Participant’s Supplemental Thrift Benefits Account Balance as described in this paragraph. The participant may elect to receive the Participant’s Supplemental Thrift Benefits Account Balance in the form of a single lump-sum payment or annual installments over a period of fifteen years (with each installment payment equal to the Participant’s remaining Supplemental Thrift Benefits Account Balance as of the payment date divided by the number of payments remaining to be made, and this installment option is treated as the entitlement to a single payment for purposes of Treasury Regulation § 1.409A-2(b)(2)(iii)). The Participant may also elect to receive (or begin receiving) such distribution either at the time specified in p