Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) John D. Baker II and Orin R. Smith will not be standing for reelection to the board of directors at the Vulcan Materials Company (the "Company") Annual Meeting of Shareholders on May 8, 2009. Mr. Baker (60) notified the Company on March 19, 2009 that his decision not to stand for reelection is based on his desire to avoid potential conflicts of interest with the Company. Mr. Baker is the President and CEO of Patriot Transportation Holding, Inc. ("Patriot"), and he and members of his family have substantial ownership in Patriot. Patriot has interests in real property in Florida and other states. Certain of these properties are leased to the Company and others are jointly owned and will be jointly developed by the Company and Patriot. Mr. Baker is not standing for reelection to avoid potential conflicts of interest as these jointly owned properties are developed. Mr. Baker will continue to serve the remainder of his term, which expires at the Annual Meeting of Shareholders. Mr. Smith (73) has served as a director since 1983 and will retire from the board of directors at the Annual Meeting of Shareholders.

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