EX-4.1






Exhibit 4.1



 


VULCAN MATERIALS COMPANY




and




WILMINGTON TRUST COMPANY,

Trustee




 






SECOND SUPPLEMENTAL INDENTURE




Dated as of June 20, 2008




to




SENIOR DEBT INDENTURE




Dated as of December 11, 2007




 






6.30% Notes due 2013

7.00% Notes due 2018




 

 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE ONE
	 	 
	DEFINITIONS
	 	 
	 
	 	 	 	 
	Section 101.
	 	Definition of Terms	 	2
	 
	 	 	 	 
	ARTICLE TWO
	 	 
	GENERAL TERMS AND CONDITIONS OF THE 2013 NOTES
	 	 
	 
	 	 	 	 
	Section 201.
	 	Designation and Principal Amount	 	3
	Section 202.
	 	Maturity	 	3
	Section 203.
	 	Further Issues	 	3
	Section 204.
	 	Form and Payment	 	4
	Section 205.
	 	Global Securities	 	4
	Section 206.
	 	Definitive Form	 	4
	Section 207.
	 	Interest	 	4
	Section 208.
	 	Authorized Denominations	 	4
	Section 209.
	 	Redemption	 	4
	Section 210.
	 	Change of Control	 	5
	Section 211.
	 	Appointment of Agents	 	7
	 
	 	 	 	 
	ARTICLE THREE
	 	 
	GENERAL TERMS AND CONDITIONS OF THE 2018 NOTES
	 	 
	 
	 	 	 	 
	Section 301.
	 	Designation and Principal Amount	 	7
	Section 302.
	 	Maturity	 	7
	Section 303.
	 	Further Issues	 	7
	Section 304.
	 	Form and Payment	 	7
	Section 305.
	 	Global Securities	 	7
	Section 306.
	 	Definitive Form	 	8
	Section 307.
	 	Interest	 	8
	Section 308.
	 	Authorized Denominations	 	8
	Section 309.
	 	Redemption	 	8
	Section 310.
	 	Change of Control	 	8
	Section 311.
	 	Appointment of Agents	 	10  






 









 






	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE FOUR
	 	 
	FORMS OF NOTES
	 	 
	 
	 	 	 	 
	Section 401.
	 	Form of 2013 Notes	 	11
	Section 402.
	 	Form of 2018 Notes	 	11
	 
	 	 	 	 
	ARTICLE FIVE
	 	 
	ORIGINAL ISSUE OF NOTES
	 	 
	 
	 	 	 	 
	Section 501.
	 	Original Issue of 2013 Notes	 	11
	Section 502.
	 	Original Issue of 2018 Notes	 	11
	 
	 	 	 	 
	ARTICLE SIX
	 	 
	MISCELLANEOUS
	 	 
	 
	 	 	 	 
	Section 601.
	 	Ratification of Indenture	 	11
	Section 602.
	 	Trustee Not Responsible for Recitals	 	12
	Section 603.
	 	Governing Law	 	12
	Section 604.
	 	Separability	 	12
	Section 605.
	 	Counterparts	 	12
	 
	 	 	 	 
	EXHIBIT A
	 	Form of 2013 Notes	 	A-1
	 
	 	 	 	 
	EXHIBIT B
	 	Form of 2018 Notes	 	B-1






 









 






     SECOND SUPPLEMENTAL INDENTURE, dated as of June 20, 2008 (this “Supplemental Indenture”),
between Vulcan Materials Company, a corporation duly organized and existing under the laws of the
State of New Jersey, having its principal office at 1200 Urban Center Drive, Birmingham, Alabama
35242 (the “Company”), and Wilmington Trust Company, a corporation duly organized and existing
under the laws of the State of Delaware, as trustee (the “Trustee”).



     WHEREAS, the Company executed and delivered the senior debt indenture, dated as of
December 11, 2007, to the Trustee (as heretofore supplemented, the “Indenture”), to provide for the
issuance of the Company’s notes or other evidences of indebtedness (the “Securities”), to be issued
in one or more series;



     WHEREAS, pursuant to the terms of the Indenture, the Company desires to provide for the
establishment of two new series of its notes under the Indenture to be known as its “6.30% Notes
due 2013” (the “2013 Notes”) and “7.00% Notes due 2018” (the “2018 Notes”), the form and substance
of each such series and the terms, provisions and conditions thereof to be set forth as provided in
the Indenture and this Supplemental Indenture;



     WHEREAS, the Board of Directors of the Company and the Pricing Committee thereof, pursuant to
resolutions duly adopted on November 12, 2007 and June 17, 2008, respectively, has duly authorized
the issuance of the 2013 Notes and the 2018 Notes, and has authorized the proper officers of the
Company to execute any and all appropriate documents necessary or appropriate to effect each such
issuance;



     WHEREAS, this Supplemental Indenture is being entered into pursuant to the provisions of
Article Two and Section 901(7) of the Indenture;



     WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental
Indenture; and



     WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the
Company, in accordance with its terms, and to make each of the 2013 Notes and the 2018 Notes, each
when executed by the Company and authenticated and delivered by the Trustee or an authentication
agent, the valid obligations of the Company, have been performed, and the execution and delivery of
this Supplemental Indenture has been duly authorized in all respects;



     NOW THEREFORE, in consideration of the premises and the purchase and acceptance of each of the
2013 Notes and the 2018 Notes by the Holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the forms and terms of each of the 2013 Notes and the 2018 Notes, the
Company covenants and agrees, with the Trustee, as follows:



 









 





ARTICLE ONE

DEFINITIONS




Section 101. Definition of Terms.




     Unless the context otherwise requires:



     (a) each term defined in the Indenture has the same meaning when used in this Supplemental
Indenture;



     (b) the singular includes the plural and vice versa; and



     (c) headings are for convenience of reference only and do not affect interpretation.



     “Change of Control” means the occurrence of any of the following: (1) the consummation of any
transaction (including, without limitation, any merger or consolidation) the result of which is
that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than the
Company or one of its subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the
Company or other Voting Stock into which the Voting Stock of the Company is reclassified,
consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or more series of related transactions, of all or substantially all of the
assets of the Company and the assets of its subsidiaries, taken as a whole, to one or more Persons
(other than the Company or one of its subsidiaries); or (3) the first day on which a majority of
the members of the Board of Directors of the Company is composed of members who are not Continuing
Directors. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of
Control if (1) the Company becomes a direct or indirect wholly-owned subsidiary of a holding
company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company
immediately following that transaction are substantially the same as the holders of the Voting
Stock of the Company immediately prior to that transaction or (B) immediately following that
transaction no person (other than a holding company satisfying the requirements of this sentence)
is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such
holding company.



     “Continuing Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who (1) was a member of such Board of Directors on the date of this Supplemental
Indenture or (2) was nominated for election, elected or appointed to such Board of Directors with
the approval of a majority of the Continuing Directors who were members of such Board of Directors
at the time of such nomination, election or appointment (either by a specific vote or by approval
of the Company’s proxy statement in which such member was named as a nominee for election as a
director, without objection to such nomination).



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     “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any
successor rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under
any successor rating categories of S&P); and the equivalent investment grade credit rating from any
additional Rating Agency or Rating Agencies selected by the Company.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Rating Agency” means in respect of any series of Securities (a) each of Moody’s and S&P; and
(b) if either of Moody’s or S&P ceases to rate the Securities of such series or fails to make a
rating of the Securities of such series publicly available for reasons outside of the Company’s
control, a “nationally recognized statistical rating organization” within the meaning of Section
3(a)(62) under the Exchange Act, selected by the Company and certified by the Company’s Board of
Directors as a replacement agency for the agency that ceased such rating or failed to make it
publicly available.



     “S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.



     “Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of the
Exchange Act) as of any date means the capital stock of such person that is at the time entitled to
vote generally in the election of the board of directors of such person.



ARTICLE TWO

GENERAL TERMS AND CONDITIONS OF THE 2013 NOTES




Section 201. Designation and Principal Amount.




     There is hereby authorized and established a series of Securities under the Indenture,
designated as the “6.30% Notes due 2013”, which is not limited in aggregate principal amount. The
aggregate principal amount of the 2013 Notes to be issued shall be as set forth in any Company
Order for the authentication and delivery of the 2013 Notes, pursuant to Section 303 of the
Indenture.



Section 202. Maturity.




     The Stated Maturity of principal for the 2013 Notes will be June 15, 2013.



Section 203. Further Issues.




     The Company may from time to time, without the consent of the Holders of the 2013 Notes, issue
additional notes of that series. Any such additional notes will have the same ranking, interest
rate, maturity date and other terms as the 2013 Notes. Any such additional notes, together with
the 2013 Notes herein provided for, will constitute a single series of Securities under the
Indenture.



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Section 204. Form and Payment.




     Principal of, premium, if any, and interest on the 2013 Notes shall be payable in U.S.
dollars.



Section 205. Global Securities.




     Upon the original issuance, the 2013 Notes will be represented by one or more Global
Securities registered in the name of Cede & Co., the nominee of the Depository Trust Company
(“DTC”). The Company will issue the 2013 Notes in denominations of $2,000 and integral multiples
of $1,000 in excess thereof and will deposit the Global Securities with DTC or its custodian and
register the Global Securities in the name of Cede & Co.



Section 206. Definitive Form.




     If (a) the Depositary is at any time unwilling or unable to continue as depositary or ceases
to be a registered clearing agency and, in either case, a successor depositary is not appointed by
the Company within 90 days of notice thereof, (b) an Event of Default has occurred with regard to
the 2013 Notes and has not been cured or waived, or (c) the Company at any time and in its sole
discretion determines not to have the 2013 Notes represented by Global Securities, the Company may
issue the 2013 Notes in definitive form in exchange for such Global Securities. In any such
instance, an owner of a beneficial interest in 2013 Notes will be entitled to physical delivery in
definitive form of 2013 Notes, equal in principal amount to such beneficial interest and to have
2013 Notes registered in its name as shall be established in a Company Order.



Section 207. Interest.




     The 2013 Notes will bear interest (computed on the basis of a 360-day year consisting of
twelve 30-day months) from June 20, 2008 at the rate of 6.30% per annum, payable semiannually;
interest payable on each Interest Payment Date will include interest accrued from June 20, 2008, or
from the most recent Interest Payment Date to which interest has been paid or duly provided for;
the Interest Payment Dates on which such interest shall be payable are June 15 and December 15,
commencing on December 15, 2008; and the record date for the interest payable on any Interest
Payment Date is the close of business on June 1 or December 1 (whether or not such day is a
Business Day), as the case may be, next preceding the relevant Interest Payment Date.



Section 208. Authorized Denominations.




     The 2013 Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000
in excess thereof.



Section 209. Redemption.




     The 2013 Notes are subject to redemption at the option of the Company as set forth in the form
of 2013 Note attached hereto as Exhibit A.



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Section 210. Change of Control.




     (a) Upon the occurrence of a 2013 Change of Control Repurchase Event (as defined below),
unless the Company has exercised its right to redeem all 2013 Notes in accordance with the
redemption terms as set forth in the 2013 Notes or has defeased the 2013 Notes as set forth in the 2013 Notes, the Company shall make an irrevocable offer to
each Holder of 2013 Notes to repurchase all or any part (equal to or in excess of $2,000 and in
integral multiples of $1,000) of such Holder’s 2013 Notes at a repurchase price in cash equal to
101% of the aggregate principal amount of 2013 Notes repurchased plus accrued and unpaid interest,
if any, on the 2013 Notes repurchased to, but not including, the date of repurchase.



     (b) Within 30 days following any 2013 Change of Control Repurchase Event or, at the Company’s
option, prior to any Change of Control, but in either case, after the public announcement of such
Change of Control, the Company shall mail, or shall cause to be mailed, to each Holder of 2013
Notes, with a copy to the Trustee, a notice:



          (i) describing the transaction or transactions that constitute or may constitute the 2013
Change of Control Repurchase Event;




          (ii) offering to repurchase all 2013 Notes tendered;




          (iii) setting forth the payment date (the “2013 Change of Control Payment Date”) for the
repurchase of the 2013 Notes, which date will be no earlier than 30 days and no later than 60 days
from the date such notice is mailed;




          (iv) if mailed prior to the date of consummation of the Change of Control, stating that the
offer to repurchase is conditioned on a 2013 Change of Control Repurchase Event occurring on or
prior to the 2013 Change of Control Payment Date specified in such notice;




          (v) disclosing that any 2013 Note not tendered for repurchase will continue to accrue
interest; and




          (vi) specifying the procedures for tendering 2013 Notes.




     (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and
any other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the 2013 Notes as a result of a 2013 Change of
Control Repurchase Event. To the extent that the provisions of any securities laws or regulations
conflict with the 2013 Change of Control Repurchase Event provisions of the 2013 Notes, the Company
will comply with the applicable securities laws and regulations and will not be deemed to have
breached its obligations under the 2013 Change of Control Repurchase Event provisions of the 2013
Notes by virtue of such conflict.



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     (d) On the repurchase date following a 2013 Change of Control Repurchase Event, the Company
shall, to the extent lawful:



          (i) accept for payment all 2013 Notes or portions thereof properly tendered pursuant to such
offer;




          (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect
of all 2013 Notes or portions thereof properly tendered; and




          (iii) deliver or cause to be delivered to the Trustee the 2013 Notes properly accepted,
together with an Officers’ Certificate of the Company stating the aggregate principal amount of
2013 Notes or portions thereof being repurchased by the Company.




     (e) Upon receipt of the required funds, the Paying Agent will promptly distribute to each
Holder of 2013 Notes properly tendered the purchase price for such 2013 Notes deposited with the
Paying Agent, the Company will execute and the Authenticating Agent, upon the execution and
delivery by the Company of such 2013 Notes, will promptly authenticate and deliver (or cause to be
transferred by book-entry) to each Holder a new 2013 Note equal in principal amount to any
unpurchased portion of any 2013 Notes surrendered; provided that each new 2013 Note will be in a
principal amount of an integral multiple of $1,000.



     (f) The Company shall not be required to make an offer to repurchase the 2013 Notes upon a
2013 Change of Control Repurchase Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for an offer made by the Company and such
third party purchases all 2013 Notes properly tendered and not withdrawn under its offer. In
addition, the Company shall not repurchase any 2013 Notes if there has occurred and is continuing
on the 2013 Change of Control Payment Date an Event of Default in respect of any series of notes
under the Indenture, other than a default in the payment of all or any portion of the aggregate
purchase price in respect of all 2013 Notes or portions thereof properly tendered in connection
with a Change of Control Repurchase Event.



     (g) Solely for purposes of this Section 210 in connection with the 2013 Notes, the following
terms shall have the following meanings:



     “2013 Below Investment Grade Ratings Event” means that on any day commencing 60 days prior to
the first public announcement by the Company of any Change of Control (or pending Change of
Control) and ending 60 days following consummation of such Change of Control (which period will be
extended following consummation of a Change of Control for up to an additional 60 days for so long
as either of the Rating Agencies has publicly announced that it is considering a possible ratings
change), the 2013 Notes are downgraded to a rating that is below Investment Grade by each of the
Rating Agencies (regardless of whether the rating prior to such downgrade was Investment Grade or
below Investment Grade).



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     “2013 Change of Control Repurchase Event” means the occurrence of both a Change of Control and
a 2013 Below Investment Grade Ratings Event.



Section 211. Appointment of Agents.




     Citibank, N.A. will initially be the Security Registrar and Paying Agent for the 2013 Notes
and will act as such only at its offices (a) for Securities transfer purposes and for purposes of
presentment and surrender of Securities for the final distributions thereon, at Citibank, N.A., 111
Wall Street, 15th Floor, New York, New York 10005, Attention: 15th Floor Window and (b) for all
other purposes, at Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New York, 10013,
Attention:  Agency & Trust, Vulcan Materials Company; or any other address that the Securities
Registrar and Paying Agent may designate with respect to itself from time to time by notice to the
Trustee, the Company and the Holders.



ARTICLE THREE

GENERAL TERMS AND CONDITIONS OF THE 2018 NOTES




Section 301. Designation and Principal Amount.




     There is hereby authorized and established a series of Securities under the Indenture,
designated as the “7.00% Notes due 2018”, which is not limited in aggregate principal amount. The
aggregate principal amount of the 2018 Notes to be issued shall be as set forth in any Company
Order for the authentication and delivery of the 2018 Notes, pursuant to Section 303 of the
Indenture.



Section 302. Maturity.




     The Stated Maturity of principal for the 2018 Notes will be June 15, 2018.



Section 303. Further Issues.




     The Company may from time to time, without the consent of the Holders of the 2018 Notes, issue
additional notes of that series. Any such additional notes will have the same ranking, interest
rate, maturity date and other terms as the 2018 Notes. Any such additional notes, together with
the 2018 Notes herein provided for, will constitute a single series of Securities under the
Indenture.



Section 304. Form and Payment.




     Principal of, premium, if any, and interest on the 2018 Notes shall be payable in U.S.
dollars.



Section 305. Global Securities.




     Upon the original issuance, the 2018 Notes will be represented by one or more Global
Securities registered in the name of Cede & Co., the nominee of DTC. The



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Company will issue the 2018 Notes in denominations of $2,000 and integral multiples of $1,000
in excess thereof and will deposit the Global Securities with DTC or its custodian and register the
Global Securities in the name of Cede & Co.



Section 306. Definitive Form.




     If (a) the Depositary is at any time unwilling or unable to continue as depositary or ceases
to be a registered clearing agency and, in either case, a successor depositary is not appointed by
the Company within 90 days of notice thereof, (b) an Event of Default has occurred with regard to
the 2018 Notes and has not been cured or waived, or (c) the Company at any time and in its sole
discretion determines not to have the 2018 Notes represented by Global Securities, the Company may
issue the 2018 Notes in definitive form in exchange for such Global Securities. In any such
instance, an owner of a beneficial interest in 2018 Notes will be entitled to physical delivery in
definitive form of 2018 Notes, equal in principal amount to such beneficial interest and to have
2018 Notes registered in its name as shall be established in a Company Order.



Section 307. Interest.




     The 2018 Notes will bear interest (computed on the basis of a 360-day year consisting of
twelve 30-day months) from June 20, 2008 at the rate of 7.00% per annum, payable semiannually;
interest payable on each Interest Payment Date will include interest accrued from June 20, 2008, or
from the most recent Interest Payment Date to which interest has been paid or duly provided for;
the Interest Payment Dates on which such interest shall be payable are June 15 and December 15,
commencing on December 15, 2008; and the record date for the interest payable on any Interest
Payment Date is the close of business on June 1 or December 1 (whether or not such day is a
Business Day), as the case may be, next preceding the relevant Interest Payment Date.



Section 308. Authorized Denominations.




     The 2018 Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000
in excess thereof.



Section 309. Redemption.




     The 2018 Notes are subject to redemption at the option of the Company as set forth in the form
of 2018 Note attached hereto as Exhibit B.



Section 310. Change of Control.




     (a) Upon the occurrence of a 2018 Change of Control Repurchase Event (as defined below),
unless the Company has exercised its right to redeem all 2018 Notes in accordance with the
redemption terms as set forth in the 2018 Notes or has defeased the 2018 Notes as set forth in the 2018 Notes, the Company shall make an irrevocable offer to
each Holder of 2018 Notes to repurchase all or any part (equal to or in excess of $2,000 and in
integral multiples of $1,000) of such Holder’s 2018 Notes at a repurchase price in cash equal to
101% of the aggregate principal amount



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of 2018 Notes repurchased plus accrued and unpaid interest, if any, on the 2018 Notes
repurchased to, but not including, the date of repurchase.



     (b) Within 30 days following any 2018 Change of Control Repurchase Event or, at the Company’s
option, prior to any Change of Control, but in either case, after the public announcement of such
Change of Control, the Company shall mail, or shall cause to be mailed, to each Holder of 2018
Notes, with a copy to the Trustee, a notice:



          (i) describing the transaction or transactions that constitute or may constitute the 2018
Change of Control Repurchase Event;




          (ii) offering to repurchase all 2018 Notes tendered;




          (iii) setting forth the payment date (the “2018 Change of Control Payment Date”) for the
repurchase of the 2018 Notes, which date will be no earlier than 30 days and no later than 60 days
from the date such notice is mailed;




          (iv) if mailed prior to the date of consummation of the Change of Control, stating that the
offer to repurchase is conditioned on a 2018 Change of Control Repurchase Event occurring on or
prior to the 2018 Change of Control Payment Date specified in such notice;




          (v) disclosing that any 2018 Note not tendered for repurchase will continue to accrue
interest; and




          (vi) specifying the procedures for tendering 2018 Notes.




     (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and
any other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the 2018 Notes as a result of a 2018 Change of
Control Repurchase Event. To the extent that the provisions of any securities laws or regulations
conflict with the 2018 Change of Control Repurchase Event provisions of the 2018 Notes, the Company
will comply with the applicable securities laws and regulations and will not be deemed to have
breached its obligations under the 2018 Change of Control Repurchase Event provisions of the 2018
Notes by virtue of such conflict.



     (d) On the repurchase date following a 2018 Change of Control Repurchase Event, the Company
shall, to the extent lawful:



          (i) accept for payment all 2018 Notes or portions thereof properly tendered pursuant to such
offer;




          (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect
of all 2018 Notes or portions thereof properly tendered; and




          (iii) deliver or cause to be delivered to the Trustee the 2018 Notes properly accepted,
together with an Officers’ Certificate of the Company stating the




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aggregate principal amount of 2018 Notes or portions thereof being repurchased by the Company.




     (e) Upon receipt of the required funds, the Paying Agent will promptly distribute to each
Holder of 2018 Notes properly tendered the purchase price for such 2018 Notes deposited with the
Paying Agent by the Company, the Company will execute and the Authenticating Agent, upon the
execution and delivery by the Company of such 2018 Notes, will promptly authenticate and deliver
(or cause to be transferred by book-entry) to each Holder a new 2018 Note equal in principal amount
to any unpurchased portion of any 2018 Notes surrendered; provided that each new 2018 Note will be
in a principal amount of an integral multiple of $1,000.



     (f) The Company shall not be required to make an offer to repurchase the 2018 Notes upon a
2018 Change of Control Repurchase Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for an offer made by the Company and such
third party purchases all 2018 Notes properly tendered and not withdrawn under its offer. In
addition, the Company shall not repurchase any 2018 Notes if there has occurred and is continuing
on the 2018 Change of Control Payment Date an Event of Default in respect of any series of notes
under the Indenture, other than a default in the payment of all or any portion of the aggregate
purchase price in respect of all 2018 Notes or portions thereof properly tendered in connection
with a Change of Control Repurchase Event.



     (g) Solely for purposes of this Section 310 in connection with the 2018 Notes, the following
terms shall have the following meanings:



     “2018 Below Investment Grade Ratings Event” means that on any day commencing 60 days prior to
the first public announcement by the Company of any Change of Control (or pending Change of
Control) and ending 60 days following consummation of such Change of Control (which period will be
extended following consummation of a Change of Control for up to an additional 60 days for so long
as either of the Rating Agencies has publicly announced that it is considering a possible ratings
change), the 2018 Notes are downgraded to a rating that is below Investment Grade by each of the
Rating Agencies (regardless of whether the rating prior to such downgrade was Investment Grade or
below Investment Grade).



     “2018 Change of Control Repurchase Event” means the occurrence of both a Change of Control and
a 2018 Below Investment Grade Ratings Event.



Section 311. Appointment of Agents.




     Citibank, N.A. will initially be the Security Registrar and Paying Agent for the 2018 Notes
and will act as such only at its offices (a) for Securities transfer purposes and for purposes of
presentment and surrender of Securities for the final distributions thereon, at Citibank, N.A., 111
Wall Street, 15th Floor, New York, New York 10005, Attention:  15th Floor Window and (b) for all
other purposes, at Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New York, 10013,
Attention:  Agency &



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Trust, Vulcan Materials Company; or any other address that the Securities Registrar and Paying
Agent may designate with respect to itself from time to time by notice to the Trustee, the Company
and the Holders.



ARTICLE FOUR

FORMS OF NOTES




Section 401. Form of 2013 Notes.




     The 2013 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to
be substantially in the form set forth in Exhibit A hereto.



Section 402. Form of 2018 Notes.




     The 2018 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to
be substantially in the form set forth in Exhibit B hereto.



ARTICLE FIVE

ORIGINAL ISSUE OF NOTES




Section 501. Original Issue of 2013 Notes.




     The 2013 Notes may, upon execution of this Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall, upon Company Order,
authenticate and deliver such 2013 Notes as in such Company Order provided.



Section 502. Original Issue of 2018 Notes.




     The 2018 Notes may, upon execution of this Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall, upon Company Order,
authenticate and deliver such 2018 Notes as in such Company Order provided.



ARTICLE SIX

MISCELLANEOUS




Section 601. Ratification of Indenture.




     The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and
confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided; provided that the provisions of this Supplemental
Indenture apply solely with respect to the 2013 Notes and the 2018 Notes.



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Section 602. Trustee Not Responsible for Recitals.




     The recitals herein contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no representation as to
the validity or sufficiency of this Supplemental Indenture.



Section 603. Governing Law.




     This Supplemental Indenture, each 2013 Note and each 2018 Note shall be governed by and
construed in accordance with the laws of the State of New York.



Section 604. Separability.




     In case any one or more of the provisions contained in this Supplemental Indenture, the 2013
Notes or the 2018 Notes shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other provisions of
this Supplemental Indenture or of the notes, but this Supplemental Indenture and the notes shall be
construed as if such invalid or illegal or unenforceable provision had never been contained herein
or therein.



Section 605. Counterparts.




     This Supplemental Indenture may be executed in any number of counterparts each of which shall
be an original; but such counterparts shall together constitute but one and the same instrument.



-12-









 





     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the day and year first above written.



	 	 	 	 	 
	 	VULCAN MATERIALS COMPANY

 	 
	 	By:  	/s/
Daniel F. Sansone	 
	 	 	Name:  	Daniel F. Sansone	 
	 	 	Title:  	Senior Vice President and
Chief Financial
Officer	 
	 
	 	WILMINGTON TRUST COMPANY,

     as Trustee

 	 
	 	By:  	/s/
Michael
G. Oller, Jr.	 
	 	 	Name:  	Michael G. Oller, Jr.	 
	 	 	Title:  	Assistant Vice President	 
	 



Acknowledged:




CITIBANK, N.A.,




     as initial Authenticating Agent, Paying Agent, Security Registrar and Calculation Agent




	 	 	 	 	 
	By:
	 	/s/ John J. Byrnes	 	 
	 

	 	 

Name: John J. Byrnes
	 	 
	 

	 	Title: Vice President	 	 






 









 







EXHIBIT A




FORM OF 2013 NOTES



[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS
SECURITY (EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH
LIMITED CIRCUMSTANCES.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]




VULCAN MATERIALS COMPANY

6.30% NOTE DUE 2013




			
	No.                    
	 	$                                        
	 
	 	CUSIP No. 929160AJ8






     Vulcan Materials Company, a corporation duly organized and existing under the laws of New
Jersey (herein called the “Company”, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of                      Dollars on June 15, 2013, and to pay interest
thereon from June 20, 2008 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing
December 15, 2008 at the rate of 6.30% per annum, until the principal hereof



A-1









 







is paid or made available for payment, and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of 6.30% per annum on any overdue principal and premium
and on any overdue installment of interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be the June 1 or
December 1 (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.



     Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in New York, New York, in such
coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee or an
authentication agent on its behalf referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.



A-2









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



Dated:




	 	 	 	 	 
	 	 	VULCAN MATERIALS COMPANY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 





 




Attest:




                                                            




A-3









 





TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the

series designated therein referred to

in the within-mentioned Indenture.




WILMINGTON TRUST COMPANY,

     as Trustee




By:                                                                       
                             

     Authorized Officer




          or




WILMINGTON TRUST COMPANY,

     as Trustee




By: CITIBANK, N.A., as Authenticating Agent                     




By:                                                                       
                             

     Authorized Officer




A-4









 





(FORM OF REVERSE OF 2013 NOTE)




     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under a Senior Debt Indenture,
dated as of December 11, 2007 (herein called the “Indenture”), as supplemented by the Second
Supplemental Indenture, dated as of June 20, 2008, between the Company and Wilmington Trust
Company, as Trustee (herein called the “Trustee”, which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof.



     The Securities are subject to redemption upon not less than 30 days’ nor more than 60 days’
notice by mail, at any time, as a whole or in part, at the election of the Company, at a redemption
price equal to the greater of (i) one hundred percent (100%) of the principal amount of the
Securities and (ii) the sum of the present values of the remaining scheduled payments of principal
and interest (exclusive of interest accrued to the Redemption Date) on the Securities discounted to
the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined below), plus 45 basis points, and plus accrued and unpaid
interest, if any, on the Securities being redeemed to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.



     The Independent Investment Banker (as defined below) will calculate the Redemption Price.



     “Treasury Rate” means, with respect to the Securities on any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining term of the
Securities to be redeemed that would be used, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity with the remaining term of those Securities.



     “Comparable Treasury Price” means, with respect to the Securities on any Redemption Date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) on the third Business Day preceding such Redemption Date,
as set forth in the daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government
Securities” or (ii) if such release (or any successor release) is not published or



A-5









 







does not contain such prices on such Business Day, (a) the average of the Reference Treasury
Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such
Reference Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.



     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Trustee as directed by the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and the Securities on any Redemption Date, the average, as determined by the Trustee, of the bid
and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such Redemption Date.



     “Reference Treasury Dealer” means each of Banc of America Securities LLC, Goldman, Sachs &
Co., J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC, and their respective
successors; provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall
replace that former dealer with another Primary Treasury Dealer.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



     The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of
the Company on this Security and (ii) certain restrictive covenants and other covenants and the
related Events of Default, upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Security. In addition, upon the Company’s exercise of the
option provided in Section 1301 to obtain a covenant defeasance with respect to this Security, the
Company shall be released from its obligations under Section 210 of the Second Supplemental
Indenture (in addition to the Sections provided in Section 1303 of the Indenture) with respect to
this Security on and after the date the applicable conditions set forth in Section 1304 are
satisfied.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past



A-6









 







defaults under the Indenture and their consequences. Any such consent or waiver by the Holder
of this Security shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this
Security.



     Except as set forth in Article Thirteen of the Indenture, no reference herein to the Indenture
and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and multiples of $1,000 thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




A-7









 








EXHIBIT B




FORM OF 2018 NOTES



[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS
SECURITY (EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH
LIMITED CIRCUMSTANCES.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]




VULCAN MATERIALS COMPANY

7.00% NOTE DUE 2018




			
	No.                    
	 	$                                        
	 
	 	CUSIP No. 929160AK5






     Vulcan Materials Company, a corporation duly organized and existing under the laws of New
Jersey (herein called the “Company”, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of                      Dollars on June 15, 2018, and to pay interest
thereon from June 20, 2008, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing
December 15, 2008 at the rate of 7.00% per annum, until the principal hereof



B-1 









 







is paid or made available for payment, and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of 7.00% per annum on any overdue principal and premium
and on any overdue installment of interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be the June 1 or
December 1 (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.



     Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in New York, New York, in such
coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee or an
authentication agent on its behalf referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.



B-2 









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



Dated:




	 	 	 	 	 
	 	 	VULCAN MATERIALS COMPANY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 





Attest:




                                                            




B-3 









 





TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the

series designated therein referred to

in the within-mentioned Indenture.




WILMINGTON TRUST COMPANY,

     as Trustee




By:                                                                       
                             

     Authorized Officer




          or




WILMINGTON TRUST COMPANY,

     as Trustee




By: CITIBANK, N.A., as Authenticating Agent




By:                                                                       
                             

     Authorized Officer




B-4 









 





(FORM OF REVERSE OF 2018 NOTE)




     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under a Senior Debt Indenture,
dated as of December 11, 2007 (herein called the “Indenture”), as supplemented by the Second
Supplemental Indenture, dated as of June 20, 2008, between the Company and Wilmington Trust
Company, as Trustee (herein called the “Trustee”, which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof.



     The Securities are subject to redemption upon not less than 30 days’ nor more than 60 days’
notice by mail, at any time, as a whole or in part, at the election of the Company, at a redemption
price equal to the greater of (i) one hundred percent (100%) of the principal amount of the
Securities and (ii) the sum of the present values of the remaining scheduled payments of principal
and interest (exclusive of interest accrued to the Redemption Date) on the Securities discounted to
the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined below), plus 45 basis points, and plus accrued and unpaid
interest, if any, on the Securities being redeemed to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.



     The Independent Investment Banker (as defined below) will calculate the Redemption Price.



     “Treasury Rate” means, with respect to the Securities on any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining term of the
Securities to be redeemed that would be used, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity with the remaining term of those Securities.



     “Comparable Treasury Price” means, with respect to the Securities on any Redemption Date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) on the third Business Day preceding such Redemption Date,
as set forth in the daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government
Securities” or (ii) if such release (or any successor release) is not published or



B-5 









 







does not contain such prices on such Business Day, (a) the average of the Reference Treasury
Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.



     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Trustee as directed by the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and the Securities on any Redemption Date, the average, as determined by the Trustee, of the bid
and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such Redemption Date.



     “Reference Treasury Dealer” means each of Banc of America Securities LLC, Goldman, Sachs &
Co., J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC, and their respective
successors; provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall
replace that former dealer with another Primary Treasury Dealer.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



     The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of
the Company on this Security and (ii) certain restrictive covenants and other covenants and the
related Events of Default, upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Security. In addition, upon the Company’s exercise of the
option provided in Section 1301 to obtain a covenant defeasance with respect to this Security, the
Company shall be released from its obligations under Section 310 of the Second Supplemental
Indenture (in addition to the Sections provided in Section 1303 of the Indenture) with respect to
this Security on and after the date the applicable conditions set forth in Section 1304 are
satisfied.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past



B-6 









 







defaults under the Indenture and their consequences. Any such consent or waiver by the Holder
of this Security shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this
Security.



     Except as set forth in Article Thirteen of the Indenture, no reference herein to the Indenture
and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and multiples of $1,000 thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




B-7