Raw Materials

Section 1.          Definitions.

          As used in the Plan, the following terms shall have the meanings set forth below:

          (a)          "Affiliate" shall mean (i) any entity that, directly or through one or more intermediaries, is controlled by the Company, or (ii) any entity in which the Company owns a significant equity interest, as determined by the Committee.

          (b)          "Award" shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share Award, Dividend Equivalent, or Other Stock-Based Award granted under the Plan.

          (c)          "Award Agreement" shall mean any written agreement, contract, or other instrument or document evidencing any Award granted under the Plan.

          (d)          "Award Period" shall mean the period beginning with the date an Award is granted and ending on the date set forth in the applicable Award Agreement.

          (e)          "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time and any rules or regulations promulgated thereunder.

          (f)          "Committee" shall mean those members of the Compensation Committee of the Board of Directors of the Company (or any successor committee thereto), consisting in number of not less than the minimum number of directors required to satisfy the requirements of Rule 16b-3 of the Exchange Act and Section 162(m) of the Code, each of whom qualifies as a "disinterested person" within the meaning of Rule 16b-3 and an "outside director" within the meaning of Section 162(m) of the Code.

          (g)          "Dividend Equivalent" shall mean any right granted under Section 6(e) of the Plan.

          (h)          "Eligible Employee" shall mean any person who in accordance with Section 5 is eligible to receive an Award under the Plan.

          (i)          "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.

          (j)          "Fair Market Value" shall mean, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.

          (k)          "Incentive Stock Option" shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code (or any successor provision thereto).

          (l)          "Non-Qualified Stock Option" shall mean any option not intended to be an Incentive Stock Option.

          (m)          "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

          (n)          "Other Stock-Based Award" shall mean any right granted under Section 6(f) of the Plan.

          (o)          "Participant" shall mean any key salaried employee of the Company or of an Affiliate who is granted an Award under the Plan.

          (p)          "Performance Share Award" shall mean any right granted under Section 6(d) of the Plan.

          (q)          "Person" shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision thereof.

          (r)          "Restricted Stock" shall mean any Shares granted under Section 6(c) of the Plan.

          (s)          "Restricted Stock Unit" shall mean any right granted under Section 6(c) of the Plan that is denominated in Shares.

          (t)          "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act or any successor rule or regulation thereto.

          (u)          "Shares" shall mean the common shares of the Company, $1.00 par value, and such other securities or property as may become the subject of Awards pursuant to an adjustment made under Section 4(b) of the Plan.

          (v)          "Stock Appreciation Right" shall mean any right granted under Section 6(b) of the Plan.

Section 2.          Purpose.

          The purpose of the Vulcan Materials Company (the "Company") 1996 Long-Term Incentive Plan (the "Plan") is to promote the long-term success of the Company by encouraging key employees of the Company and its Affiliates (as defined below) to acquire a proprietary interest in the growth and performance of the Company, and to enhance the ability of the Company and its Affiliates to attract and retain highly qualified individuals upon whom, in large measure, the sustained growth and profitability of the Company depend.

Section 3.          Administration.

          The Plan shall be administered by the Committee. Subject to the terms of the Plan and applicable law, the Committee shall have the authority to effectuate the purposes of the Plan. Without limiting the generality of the foregoing, the Committee shall have the exclusive right to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant; (iii) determine the number of Shares to be covered by an Award (or with respect to which payments, rights, or other matters are to be calculated in connection with an Award); (iv) determine the terms and conditions of an Award; (v) determine whether, to what extent, and under what circumstances an Award may be settled or exercised in cash, Shares, other securities, other Awards, or other property, or canceled, forfeited, or suspended, and the method or methods by which an Award may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) determine the rights of Participants in the events of death, disability, termination, change in control and the like; (viii) interpret and administer the Plan and any instrument or agreement relating to the Plan or an Award; (ix) establish, amend, suspend, or waive rules and regulations for the administration of the Plan; (x) appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive, and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, any shareholder, and any employee of the Company or of any Affiliate.

Section 4.          Shares Available For Awards.

          (a)          Shares Available. Subject to adjustment as provided in Section 4(b):

1.          Name and Purpose

            The name of this plan is the "Vulcan Materials Company Management Incentive Plan" (the "Plan"), and its purpose is to promote the profitability of the Corporation by providing incentive rewards for those employees who contribute most to the operating progress and earning power of the Corporation.

2.          . . .

Vulcan Materials Company ("Company") hereby establishes an incentive compensation plan to be known as the "Vulcan Materials Company Executive Incentive Plan" ("Plan"), as set forth herein and as it may be amended from time to time. The Plan is a successor to the Vulcan Materials Company Management Incentive Plan with respect to any senior executive of the Corporation who participates in the Plan. The purpose of the Plan is to promote the profitability of the Corporation by providing incentives and  . . .

Vulcan Materials Company ("Company") hereby establishes an incentive compensation plan to be known as the "Vulcan Materials Company Executive Incentive Plan" ("Plan"), as set forth herein and as it may be amended from time to time. The Plan is a successor to the Vulcan Materials Company Management Incentive Plan with respect to any senior executive of the Corporation who participates in the Plan. The purpose of the Plan is to promote the profitability of the Corporation by providing incentives and rewards for those  . . .