VULCAN MATERIALS COMPANY PERFORMANCE SHARE UNIT AWARD AGREEMENT

1.

Definitions . As used in this Award Agreement the following terms shall have the meanings as follows:

(a)

"Award Agreement" means this Performance Share Unit Award Agreement.

(b)

"Award Period" means the three-year period shown on Schedule A of this Award Agreement, except that in the "Event" of the Participant’s death or a change in control (as defined in regulations or other guidance under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")), the Award Period will be the period covered by the Award Agreement ending on December 31st of the calendar year in which the Event occurred.

(c)

"Company" means Vulcan Materials Company, a New Jersey corporation.

(d)

"Committee" means the Compensation Committee of the Board of Directors.

(e)

"Disability" means Permanent and Total Disability whereby the Participant is entitled to long-term disability benefits under the applicable group long-term disability plan of the Company or a Subsidiary, or, to the extent not eligible to participate in any Company-sponsored plan, under the guidelines of the Social Security Administration.

(f)

"Fair Market Value or "FMV" means the closing stock price for a Share on the business day that immediately precedes the Payment Date as reported on a national securities exchange if the Shares are then being traded on such an exchange or as determined by the Committee if Shares are not so traded.

(g)

"Grant Date" means the date of this Award Agreement.

(h)

"Participant" means the name of the employee of the Company or its subsidiaries or affiliates appearing on the first page of this Award Agreement.

(i)

"Payment Date" means the date on which payment is made under this Award Agreement.

(j)

"Performance Share Unit" or "PSU" means the equivalent of one share of Common Stock.

(k)

"Plan" means the Vulcan Materials Company 2006 Omnibus Long-Term Incentive Plan, as amended, or any successor plan, as amended.

(l)

"Retirement" means a participant who retires or who is eligible to elect to retire in accordance with the Company’s Retirement Income Plan for Salaried Employees of Vulcan Materials Company or any successor plan.

(m)

"Share" means a share of Common Stock, par value $1.00 per share, of the Company.

2.

Grant and Vesting of PSUs

(a)

Grant . The Participant is awarded the number of PSUs designated on the first page of this Award Agreement.

(b)

Vesting . Except as otherwise provided in Section 4, and subject to the Committee’s discretion set forth in Section 6, the PSUs will become vested on December 31, at the end of the Award Period.

3.

Payment of Performance Share Units

(a)

Percentage of Awards Payable. Utilizing the Performance Share Award Unit Payment Table, Schedule A, the Committee establishes the Percentage of Awards Payable ("Percentage") for the Award Period. The Percentage is based on Economic Profit ("EP") and Total Shareholder Return ("TSR") versus a Comparison Group during the Award Period. The maximum Percentage, as set forth in Schedule A, may be decreased but not increased by the Committee.

(b)

Performance Share Units Payable. The number of PSUs payable will be determined by multiplying the number of PSUs granted pursuant to this Award Agreement by the Percentage as determined in Section 3(a). Payment will be made in stock.

(c)

The Value of the Stock Issued as Payment for PSUs Earned. The FMV will be used to determine the basis of the stock payable.

(d)

Withholding . The Company shall withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory amount for federal, state, local, and employment taxes ("Total Tax") which could be withheld on the transaction, with respect to any taxable event arising as a result of this Award Agreement.

(e)

Timing of Payment . Payment will be made to a Participant between January 1 and March 15 of the calendar year after the calendar year in which the Award Period [as defined in Section 1(b)] ends.

(f)

Payment Determination . The Committee may exercise its discretion to reduce or eliminate payments if the Award Period average TSR is less than or equal to the 25th percentile or the average EP is less than or equal to 25% of Target. For performance levels falling between the values shown on the Payment Table (Schedule A), the Percentages will be determined by interpolation.

Vulcan Materials Company

PERFORMANCE SHARE UNIT AWARD

3-Year Average Economic

PAYMENT TABLE

Profit (As a percent of

Percentage of Award Payable

Target)

Award Period January 1, 2008 – December 31, 2010

175% or >

100

150

200

150

%

75

125

175

100

%

50

100

150

50

%

25

75

125

25% or <

0

50

100

25th or <

50th

75th or >

4.

Termination of Employment.

(a)

Retirement, as defined in Section 1(l).

(i)

If a Participant retires from employment at age 62 or later, the PSUs which have been held by the Participant until January 1st of the calendar yea