Vulcan Materials Company Executive Deferred Compensation Plan

Exhibit 10.1 Vulcan Materials Company Executive Deferred
Compensation Plan As Amended Through December 11, 2008

Contents

Vulcan Materials Company
Executive Deferred Compensation Plan Article 1. Establishment and Purpose       1.1 Establishment. Vulcan Materials Company, a New Jersey corporation, established, effective as of October 9, 1998, a deferred compensation plan for key management employees as described herein, which is known as the "Vulcan Materials Company Executive Deferred Compensation Plan" (the "Plan"). This restatement shall be effective December 11, 2008 (the "Effective Date"), except as otherwise provided.       1.2 Purpose. The primary purpose of the Plan is to provide eligible employees of the Company with the opportunity to defer a portion of their compensation in a tax-efficient manner. By adopting the Plan, the Company desires to enhance its ability to attract and retain management employees of outstanding competence. 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:           (a) "Accrued Rabbi Trust Obligations" means the then current aggregate deferred compensation account balances of all Participants, consisting of each Participant’s deferrals and the net investment gain or loss thereon.           (b) "Annual Bonus" means any incentive award based on an assessment of performance, payable in cash by the Company to a Participant with respect to the Participant’s services during a Plan Year. The Term "Annual Bonus" shall not include incentive awards that relate to a period exceeding one year. An Annual Bonus shall be deemed to be earned when the Participant performs the related services regardless of when it is paid.           (c) "Base Salary" means all regular, basic wages, before reduction for amounts deferred pursuant to the Plan or any other plan of the Company, payable in cash to a Participant for services to be rendered during the Plan Year, exclusive of any Annual Bonus, Long-Term Incentive Awards, other special fees, awards, or incentive compensation, allowances, or amounts designated by the Company as payment toward or reimbursement of expenses.           (d) "Board" or "Board of Directors" means the Board of Directors of the Company.           (e) "Change in Control" means a change in control as defined in regulations or other guidance under Section 409A of the Code.           (f) "CEO" means the Chief Executive Officer of the Company.           (g) "Code" means the Internal Revenue Code of 1986, as amended from time to time.

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          (h) "Committee" means the Compensation Committee of the Board (or any other committee designated by the Board that is eligible to administer the Plan in accordance with Rule 16b-3 under the Exchange Act).           (i) "Company" means Vulcan Materials Company and also includes any "Employing Company" as such term is defined in the Salaried Retirement Income Plan.           (j) "Company Stock" means the common stock of the Company.           (k) "DSU Participant" means an employee who, as of December 31, 2006, has an outstanding "Deferred Stock Unit Award" under the 1996 Long-Term Incentive Plan. All references in the Plan to a DSU Participant are effective December 31, 2006, except as otherwise stated.           (l) "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.           (m) "Exchange Act" means the Securities Exchange Act of 1934, as amended.           (n) "Long-Term Incentive Award" means a compensation vehicle that provides for the accumulation of value over a time period longer than one year, including, but not limited to, stock options, restricted stock, performance shares, and performance units; but the term shall not include this Plan, any other elective deferred compensation plan, or any tax-qualified or nonqualified retirement plan of the Company.           (o) "Participant" means any key management employee of the Company who has been approved by the Committee for participation in the Plan under Section 4.1 and any DSU Participant.           (p) "Payout Year" means the calendar year in which the payout contemplated by Section 5.4 is made or commences.           (q) "Plan Year" means the calendar year.           (r) "Rabbi Trust" means a grantor trust, as described in Section 677 of the Code, that is established by the Company as provided in Article 7.           (s) "Rabbi Trust Agreement" meaning the instrument establishing the Rabbi Trust, as such instrument may be amended from time to time.           (t) "Retirement" means a termination of a Participant’s employment with the Company after attaining age 55.           (u) "Salaried Retirement Income Plan" means the Retirement Income Plan for Salaried Employees of Vulcan Materials Company, and any successor plan thereto.

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      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 select the employees who are eligible to participate in the Plan, (ii) to determine the terms and conditions of each Participant’s participation in the Plan, (iii) to construe and interpret the Plan and any agreement or instrument entered into under the Plan, (iv) to establish, amend, and waive rules and regulations for the Plan’s administration, (v) 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, (vi) 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 (vii) 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 under the Plan 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 discretion 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. Eligibility to participate in the Plan is limited to a select group of management or highly compensated employees consisting solely of (a) key management employees who are nominated to participate in the Plan by the CEO and who are approved by

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the Committee, and (b) effective December 31, 2006, all other employees who, on December 31, 2006, have outstanding Deferred Stock Unit Awards under the 1996 Long-Term Incentive Plan but only with respect to the deferral of Deferred Stock Unit Award.       4.2 Participation.           (a) Each employee approved for participation in the Plan by the Committee shall have the opportunity to defer the receipt of compensation otherwise payable to the Participant in accordance with the provisions of Article V. This opportunity shall continue in effect until the Participant is notified by the Committee that he has ceased to be eligible to make such deferrals.           (b) The Committee may at any time and for any reason determine that a Participant (other than a DSU Participant) no longer is eligible to make deferrals under Article V. Upon being notified in writing of the Committee’s decision, such a Participant shall become an inactive Participant that retains all of the rights of a Participant under the Plan, except for the right to make further deferrals. However, no deferral election will be cancelled after it has become irrevocable under Section 409A of the Code (generally after December 31 of the year before the year in which the compensation to be deferred begins to be earned).           (c) A DSU Participant shall have the opportunity to defer payment of Deferred Stock Units by making a deferral election by December 31, 2006, in accordance with the procedures established by the Committee, and the terms of a Participant’s deferral election with respect to performance share units shall be determined by the terms of the Participant’s deferral election forms. Article 5. Deferral Opportunities       5.1 Amounts Which May Be Deferred.           (a) An eligible Participant may irrevocably elect, prior to any Plan Year, to defer (i) up to 50% of his Base Salary earned during the Plan Year and (ii) up to 100% of his Annual Bonus for the Plan Year.           (b) In the event that a Participant first becomes eligible to participate in the Plan after the beginning of a Plan Year and such Participant was first hired by the Company in such Plan Year, the Committee may allow such Participant to elect to defer up to 50% of his Base Salary earned subsequent to the date on which a valid Deferral Election Form (as described in Section 5.2) is received by the Company from the Participant (and no portion of his Annual Bonus for such Plan Year).           (c) The Committee, in its discretion, also may permit the deferral of Long-Term Incentive Awards in accordance with such rules and regulations as the Committee may establish, and these rules and regulations may provide for payment options that differ from those set forth in this Article V. To the extent that any payment of those awards will be made by the Plan in Company Stock, the Company Stock will be issued under the plan under which the award was issued.

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          (d) A Participant at all times shall be 100% vested in his deferrals under the Plan and all earnings thereon.       5.2 Timing of Deferral Elections. Except as provided in the two following sentences, a Participant’s election to defer compensation under the Plan shall be made within 30 calendar days before the beginning of the Plan Year in which the compensation to be deferred is earned. If a Participant is notified during a Plan Year that he is eligible to participate in the Plan for the remainder of the Plan Year and the Participant was first hired by the Company in such Plan Year, such election shall be made within 30 days following the date the Committee approves the Participant’s eligibility for participation in the Plan, subject to Treas. Reg. § 1.409A-2(a)(7) (which limits the ability of a rehired employee to make a deferral election during the year of rehire if the employee has, in the past, been eligible to participate in a deferred compensation plan of the Company). All deferral elections shall be made by means of a "Deferral Election Form" that is executed by the Participant and delivered to the Company. The Deferral Election Form shall provide for the specification by an eligible Participant of:           (a) the amount of compensation to be deferred during the Plan Year in accordance with the terms of Section 5.1;           (b) the length of deferral of such deferred amounts, and the earnings thereon, in accordance with the terms of Section 5.3; and           (c) the form of payout of such deferred amounts, and the earnings thereon, in accordance with the terms of Section 5.4.       5.3 Length of Deferral.           (a) Each Participant who makes a deferral election as to any Plan Year may elect the length of such deferral by designating a Payout Year. Such election shall be irrevocable except as otherwise provided in Section 5.5. The deferral of Base Salary and the deferral of the Annual Bonus in any Plan Year shall be considered separate deferral elections and each may be deferred to a different Payout Year. Deferral elections are subject to the following limitations, unless the Committee permits otherwise: (i) The Payout Year designated shall be no earlier than the second year following the end of the Plan Year in which the compensation deferred is earned; and (ii) The Payout Year shall not be later than the year following the Participant’s 65th birthday. All deferral elections are subject to Section 8(a), which requires an immediate lump-sum payment in the event of a Change in Control.           (b) In the event that a deferral election is made and no Payout Year is designated, the Participant shall be deemed to have elected a deferral until the Payout Year following the Participant’s separation from service. If payment is made on account of a

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separation from service, payment shall be no earlier than the seventh month following the Participant’s separation from service.           (c) Notwithstanding the Payout Years designated by a Participant pursuant to this Section 5.3 or the form of payout elected by a Participant pursuant to Section 5.4, if at any time before a Participant’s entire account under the Plan is paid out, a Participant’s employment with the Company is terminated for any reason other than Retirement or the Participant dies, (i) all Payout Years shall be accelerated to the year following the year in which the termination of the Participant’s employment or death occurs, and (ii) all deferred amounts, and the earnings thereon, for all Plan Years shall be paid to the Participant (or beneficiary) in a single lump-sum cash payment in such year. In addition, the payment of a lump sum on account of the Participant’s termination of employment (other than for death) shall not occur earlier than the seventh month following the Participant’s termination of employment.           (d) If the Internal Revenue Service determines that a Participant or beneficiary is subject to federal income tax on an amount credited to the Participant’s account under the Plan before that amount would otherwise become payable under the Plan, the amount that is then required to be included in income shall be paid to the Participant or beneficiary in a single lump-sum cash payment as soon as practicable after the Committee is notified or the Internal Re