EX-10.1



 





Exhibit 10.1




VIRGINIA HOLDCO, INC.




and




THE BANK OF NEW YORK




Rights Agreement




Dated as of November 16, 2007




 









 





VIRGINIA HOLDCO, INC.




RIGHTS AGREEMENT





          Agreement, effective as of the Initial Effective Time (as defined below), dated as of November
16, 2007, between Virginia Holdco, Inc., a New Jersey corporation (the “Company”), and The Bank of
New York, as rights agent (the “Rights Agent”).



RECITALS





          The Company entered into an Agreement and Plan of Merger, dated as of February 19, 2007, as
amended, among the Company, Vulcan Materials Company, a New Jersey Corporation (“Legacy Vulcan”),
Florida Rock Industries, Inc., a Florida corporation, Virginia Merger Sub, Inc., a New Jersey
corporation, and Fresno Merger Sub, Inc., a Florida corporation (the “Merger Agreement”), providing
for the merger of Virginia Merger Sub, Inc. with and into Legacy Vulcan (the “Vulcan Merger”) and
the merger of Fresno Merger Sub, Inc. with and into Florida Rock Industries, Inc. (the “Florida
Rock Merger”).




          The board of directors of the Company has determined that it is advisable and in the best
interests of the Company and its shareholders to enter into a shareholder rights plan effective as
of the effective time of the Vulcan Merger (the “Initial Effective Time”) (the “Agreement”). At
the Initial Effective Time, the Company will declare a dividend of one preference share purchase
right (a “Right”) for each Common Share (as hereinafter defined) of the Company outstanding on
November 16, 2007 (the “Record Date”), each Right representing the right to purchase one
one-hundredth of a share of Preference Stock (as hereinafter defined), upon the terms and subject
to the conditions herein set forth, and has further authorized and directed the issuance of one
Right with respect to each Common Share that shall become outstanding between the Record Date and
the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as such
terms are hereinafter defined), including without limitation Common Shares issued as Merger
Consideration (as defined in the Merger Agreement) in connection with the Florida Rock Merger.



AGREEMENT





          Accordingly, in consideration of the premises and the mutual agreements herein set forth, the
parties hereby agree as follows:



     Section 1. Definitions. For purposes of this Agreement, the following terms have the
meanings indicated:



          (a) “Acquiring Person” shall mean any Person who or which, together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of 15% or more of the Common Shares of the
Company then outstanding, but shall not include the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common
Shares for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person
shall become an “Acquiring Person” as the result of an acquisition of Common Shares by the Company
which, by reducing the number of Common




 









 




Shares of the Company outstanding, increases the proportionate number of Common Shares of the
Company beneficially owned by such Person to 15% or more of the Common Shares of the Company then
outstanding; provided, however, that, if a Person shall become the Beneficial Owner of 15% or more
of the Common Shares of the Company then outstanding by reason of share purchases by the Company
and shall, after such share purchases by the Company, become the Beneficial Owner of any additional
Common Shares of the Company, then such Person shall be deemed to be an “Acquiring Person.”
Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith
that a Person who would otherwise be an “Acquiring Person,” as defined pursuant to the foregoing
provisions of this paragraph (a), has become such inadvertently, and such Person divests as
promptly as practicable a sufficient number of Common Shares so that such Person would no longer be
an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph (a), then
such Person shall not be deemed to be an “Acquiring Person” for any purposes of this Agreement.




          (b) “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules
and Regulations under the Exchange Act as in effect on the date of this Agreement.




          (c) “Associate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules
and Regulations under the Exchange Act as in effect on the date of this Agreement.




          (d) A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially
own” any securities:





               (i) which such Person or any of such Person’s Affiliates or Associates beneficially owns,
directly or indirectly;




               (ii) which such Person or any of such Person’s Affiliates or Associates has (A) the right to
acquire (whether such right is exercisable immediately or only after the passage of time) pursuant
to any agreement, arrangement or understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide public offering of securities),
or upon the exercise of conversion rights, exchange rights, rights (other than these Rights),
warrants or options, or otherwise; provided, however, that a Person shall not be deemed the
Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange
offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until
such tendered securities are accepted for purchase or exchange; or (B) the right to vote pursuant
to any agreement, arrangement or understanding; provided, however, that a Person shall not be
deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement
or understanding to vote such security (1) arises solely from a revocable proxy or consent given to
such Person in response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the applicable rules and regulations promulgated under the Exchange Act and (2) is
not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor
report); or




               (iii) which are beneficially owned, directly or indirectly, by any other Person with which
such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or
understanding (other than customary agreements with and between



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underwriters and selling group members with respect to a bona fide public offering of
securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the
proviso to Section 1(c)(ii)(B) hereof) or disposing of any securities of the Company.




          Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the
phrase “then outstanding,” when used with reference to a Person’s Beneficial Ownership of
securities of the Company, shall mean the number of such securities then issued and outstanding
together with the number of such securities not then actually issued and outstanding which such
Person would be deemed to own beneficially hereunder.



          (e) “Business Day” shall mean any day other than a Saturday, a Sunday, or a day on which
banking institutions in the State of New York or State of New Jersey are authorized or obligated by
law or executive order to close.




          (f) “Close of Business” on any given date shall mean 5:00 P.M., New York City time, on such
date; provided, however, that, if such date is not a Business Day, it shall mean 5:00 P.M., New
York City time, on the next succeeding Business Day.




          (g) “Common Shares” when used with reference to the Company shall mean the shares of common
stock, par value $1.00 per share, of the Company. “Common Shares” when used with reference to any
Person other than the Company shall mean the capital stock (or equity interest) with the greatest
voting power of such other Person or, if such other Person is a Subsidiary of another Person, the
Person or Persons which ultimately control such first-mentioned Person.




          (h) “Distribution Date” shall have the meaning set forth in Section 3(a) hereof.




          (i) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.




          (j) “Exchange Ratio” shall have the meaning set forth in Section 24(a) hereof.




          (k) “Final Expiration Date” shall have the meaning set forth in Section 7(a) hereof.




          (l) “NASDAQ” shall mean the National Association of Securities Dealers, Inc. Automated
Quotation System.




          (m) “Person” shall mean any individual, firm, corporation or other entity, and shall include
any successor (by merger or otherwise) of such entity.




          (n) “Preference Stock” shall mean shares of Series A Junior Participating Preference Stock
without par value of the Company having the rights and preferences set forth in the Form of
Certificate of Designations attached to this Agreement as Exhibit A.




          (o) “Purchase Price” shall have the meaning set forth in Section 4 hereof.




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          (p) “Record Date” shall have the meaning set forth in the third paragraph of the RECITALS of
this Agreement.




          (q) “Redemption Date” shall have the meaning set forth in Section 7(a) hereof.




          (r) “Redemption Price” shall have the meaning set forth in Section 23(a) hereof.




          (s) “Right” shall have the meaning set forth in the second paragraph hereof.




          (t) “Right Certificate” shall have the meaning set forth in Section 3(a) hereof.




          (u) “Shares Acquisition Date” shall mean the first date of public announcement by the Company
or an Acquiring Person that an Acquiring Person has become such.




          (v) “Subsidiary” of any Person shall mean any corporation or other entity of which a majority
of the voting power of the voting equity securities or equity interest is owned, directly or
indirectly, by such Person.




          (w) “Summary of Rights” shall have the meaning set forth in Section 3(b) hereof.




          (x) “Trading Day” shall have the meaning set forth in Section 11(d) hereof.




     Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent
to act as agent for the Company in accordance with the terms and conditions hereof, and the Rights
Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights
Agents as it may deem necessary or desirable. Except as the Company and the Rights Agent may
otherwise agree in writing, the Rights Agent shall have no duty to supervise, and in no event shall
be liable for the acts or omissions of any Co-Rights Agent.



     Section 3. Issue of Right Certificates.



          (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth
Business Day (or such later date as may be determined by action of the Board of Directors of the
Company prior to such time as any Person becomes an Acquiring Person) after the date of the
commencement by any Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares
of the Company for or pursuant to the terms of any such plan) of, or of the first public
announcement of the intention of any Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding
Common Shares of the Company for or pursuant to the terms of any such plan) to commence, a tender
or exchange offer the consummation of which would result in any Person becoming the Beneficial
Owner of Common Shares of the Company aggregating 15% or more of the then outstanding Common Shares
of the Company (including any such date which is after the date of this Agreement and prior to the
issuance of the Rights; the earlier of such dates being herein referred to as the “Distribution
Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the
certificates for Common Shares of the Company




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registered in the names of the holders thereof (which certificates shall also be deemed to be
Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right
Certificates will be transferable only in connection with the transfer of Common Shares of the
Company. As soon as practicable after the Distribution Date, the Company will prepare and execute,
the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights
Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record
holder of Common Shares of the Company as of the Close of Business on the Distribution Date, at the
address of such holder shown on the records of the Company, a Right Certificate, in substantially
the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so
held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right
Certificates, and the Rights will be transferable only separately from the transfer of Common
Shares.





          The Company shall promptly notify the Rights Agent in writing upon the occurrence of the
Distribution Date and, if such notification is given orally, the Company shall confirm same in
writing on or prior to the Business Day next following. Until such notice is received by the
Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date
has not occurred.



          (b) Following the Record Date, the Company will make available a copy of a Summary of Rights
to Purchase Preference Stock, in substantially the form of Exhibit C hereto (the “Summary of
Rights”), to each holder of the Common Stock which so requests a copy. With respect to certificates
for Common Shares of the Company outstanding as of the Record Date, until the Distribution Date,
the Rights will be evidenced by such certificates registered in the names of the holders thereof.
Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date),
the surrender for transfer of any certificate for Common Shares of the Company outstanding on the
Record Date shall also constitute the transfer of the Rights associated with the Common Shares of
the Company represented thereby.




          (c) Certificates for Common Shares which become outstanding (including, without limitation,
reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record
Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final
Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a
legend in the following form:





This certificate also evidences and entitles the holder hereof to
certain rights as set forth in an Agreement between Vulcan Materials
Company and The Bank of New York, dated as of November 16, 2007, as
it may be amended from time to time (the “Agreement”), the terms of
which are hereby incorporated herein by reference and a copy of which
is on file at the principal executive offices of Vulcan Materials
Company. Under certain circumstances, as set forth in the Agreement,
such Rights (as defined in the Agreement) will be evidenced by
separate certificates and will no longer be evidenced by this
certificate. Vulcan Materials Company will mail to the holder of this
certificate a copy of the Agreement without charge after receipt of a
written request therefor. As set forth in the Agreement, Rights
beneficially owned



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          by any Person (as defined in the Agreement) who becomes an Acquiring
Person (as defined in the Agreement) become null and void.




          With respect to such certificates containing the foregoing legend, until the Distribution
Date, the Rights associated with the Common Shares of the Company represented by such certificates
shall be evidenced by such certificates alone, and the surrender for transfer of any such
certificate shall also constitute the transfer of the Rights associated with the Common Shares of
the Company represented thereby. In the event that the Company purchases or acquires any Common
Shares of the Company after the Record Date but prior to the Distribution Date, any Rights
associated with such Common Shares of the Company shall be deemed cancelled and retired so that the
Company shall not be entitled to exercise any Rights associated with the Common Shares of the
Company which are no longer outstanding.



     Section 4. Form of Right Certificates. The Right Certificates (and the forms of
election to purchase Preference Stock and of assignment to be printed on the reverse thereof) shall
be substantially the same as Exhibit B hereto, and may have such marks of identification or
designation and such legends, summaries or endorsements printed thereon as the Company may deem
appropriate (but which do not affect the rights, duties or immunities of the Rights Agent) and as
are not inconsistent with the provisions of this Agreement, or as may be required to comply with
any applicable law or with any applicable rule or regulation made pursuant thereto or with any
applicable rule or regulation of any stock exchange or the National Association of Securities
Dealers, Inc., or to conform to usage. Subject to the provisions of Section 22 hereof, the Right
Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a
share of Preference Stock as shall be set forth therein at the price per one one-hundredth of a
share of Preference Stock set forth therein (the “Purchase Price”), but the number of such one
one-hundredths of a share of Preference Stock and the Purchase Price shall be subject to adjustment
as provided herein.



     Section 5. Countersignature and Registration. The Right Certificates shall be executed
on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President,
any of its Vice Presidents or its Treasurer, either manually or by facsimile signature, shall have
affixed thereto the Company’s seal or a facsimile thereof, and shall be attested by the Secretary
or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right
Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any
purpose unless countersigned. In case any officer of the Company who shall have signed any of the
Right Certificates shall cease to be such officer of the Company before countersignature by the
Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may
be countersigned by the Rights Agent and issued and delivered by the Company with the same force
and effect as though the individual who signed such Right Certificates had not ceased to be such
officer of the Company; and any Right Certificate may be signed on behalf of the Company by any
individual who, at the actual date of the execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right Certificate, although at the date of the execution of
this Agreement any such individual was not such an officer.




          Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office
designated for such purpose, books for registration and transfer of the Right Certificates



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issued hereunder. Such books shall show the names and addresses of the respective holders of
the Right Certificates, the number of Rights evidenced on its face by each of the Right
Certificates and the date of each of the Right Certificates.



     Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
Destroyed, Lost or Stolen Right Certificates. Subject to the provisions of Section 14 hereof,
at any time after the Close of Business on the Distribution Date, and at or prior to the Close of
Business on the earlier of the Redemption Date or the Final Expiration Date, any Right Certificate
or Right Certificates (other than Right Certificates representing Rights that have become null and
void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24
hereof) may be transferred, split up, combined or exchanged for another Right Certificate or Right
Certificates entitling the registered holder to purchase a like number of one one-hundredths of a
share of Preference Stock as the Right Certificate or Right Certificates surrendered then entitled
such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange
any Right Certificate or Right Certificates shall make such request in writing delivered to the
Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred,
split up, combined or exchanged at the office designated for such purpose. The Right Certificates
are transferable only on the registry books of the Rights Agent. Neither the Rights Agent nor the
Company shall be obligated to take any action whatsoever with respect to the transfer of any such
surrendered Right Certificate or Certificates until the registered holder thereof shall have (i)
properly completed and signed the certificate contained in the form of assignment set forth on the
reverse side of each such Right Certificate, and (ii) provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) thereof and of the Rights evidenced
thereby and the Affiliates and Associates of such Beneficial Owner (or former Beneficial Owner) as
the Company shall reasonably request. Thereupon the Rights Agent shall countersign and deliver to
the Person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so
requested, registered in such name or names as may be designated by the surrendering registered
holder. The Company may require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer, split up, combination or exchange of Right
Certificates. The Rights Agent shall have no duty under any Section of this Agreement requiring
the payment by a Rights holder of taxes or charges unless and until it is reasonably satisfied that
all such taxes and/or governmental charges have been paid.




          Upon receipt by the Company and the Rights Agent of evidence in writing reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in
case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and,
at the Company’s request, reimbursement to the Company and the Rights Agent of all reasonable
expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Right
Certificate if mutilated, the Company will make and deliver a new Right Certificate of like tenor
to the Rights Agent for delivery to the registered holder in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.



     Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject
to Section 11(a)(ii) hereto, the registered holder of any Right Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein), in whole or in part, at any time after the
Distribution Date, upon surrender of the Right Certificate, with the form of election to purchase
on the reverse side thereof duly executed, to the Rights Agent at the office designated for such



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purpose, together with payment of the Purchase Price for each one one-hundredth of a share of
Preference Stock as to which the Rights are exercised, at or prior to the earliest of (i) the Close
of Business on November 15, 2008 (the “Final Expiration Date”), (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which
such Rights are exchanged as provided in Section 24 hereof.



          (b) The Purchase Price for each one one-hundredth of a share of Preference Stock purchasable
pursuant to the exercise of a Right shall initially be $400.00, and shall be subject to adjustment
from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of
the United States of America in accordance with paragraph (c) below.




          (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of
election to purchase duly executed, accompanied by payment of the Purchase Price for the shares to
be purchased and an amount equal to any applicable transfer tax required to be paid by the holder
of such Right Certificate in accordance with Section 9 hereof by certified check, cashier’s check
or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)
(A) requisition from any transfer agent of the Preference Stock certificates for the number of
Preference Stock to be purchased and the Company hereby irrevocably authorizes any such transfer
agent to comply with all such requests, or (B) requisition from the depositary agent depositary
receipts representing such number of one one-hundredths of a share of Preference Stock as are to be
purchased (in which case certificates for the Preference Stock represented by such receipts shall
be deposited by the transfer agent of the Preference Stock with such depositary agent) and the
Company hereby directs such depositary agent to comply with such request; (ii) when appropriate,
requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares
in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or
depositary receipts, cause the same to be delivered to or upon the order of the registered holder
of such Right Certificate, registered in such name or names as may be designated by such holder;
and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the
registered holder of such Right Certificate.




          (d) In case the registered holder of any Right Certificate shall exercise less than all the
Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights
remaining unexercised shall be issued by the Rights Agent to registered holder of such Right
Certificate or to such holder’s duly authorized assigns, subject to the provisions of Section 14
hereof.




          (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor
the Company shall be obligated to undertake any action with respect to a registered holder of
Rights or other securities upon the occurrence of any purported exercise as set forth in this
Section 7 unless such registered holder shall have (i) properly completed and signed the
certificate contained in the form of election to purchase set forth on the reverse side of the
Right Certificate surrendered for such exercise and (ii) provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) thereof and of the Rights evidenced
thereby and of the Affiliates and Associates of such Beneficial Owner (or former Beneficial Owner)
as the Company or the Rights Agent shall reasonably request.




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     Section 8. Cancellation and Destruction of Right Certificates. All Right Certificates
surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if
surrendered to the Company or to any of its agents, be delivered to the Rights Agent for
cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by
it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Agreement. The Company shall deliver to the Rights Agent for cancellation
and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate
purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent
shall deliver all cancelled Right Certificates to the Company, or shall, at the written request of
the Company, destroy such cancelled Right Certificates, and, in such case, shall deliver a
certificate of destruction thereof to the Company.



     Section 9. Availability of Preference Stock.



          (a) The Company covenants and agrees that it will cause to be reserved and kept available out
of its authorized and unissued Preference Stock or any Preference Stock held in its treasury the
number of shares of Preference Stock that will be sufficient to permit the exercise in full of all
outstanding Rights in accordance with Section 7 hereof. The Company covenants and agrees that it
will take all such action as may be necessary to ensure that all Preference Stock delivered upon
exercise of Rights shall, at the time of delivery of the certificates for such Preference Stock
(subject to payment of the Purchase Price), be duly and validly authorized and issued and fully
paid and nonassessable shares.




          (b) The Company further covenants and agrees that it will pay when due and payable any and all
federal and state transfer taxes and charges which may be payable in respect of the issuance or
delivery of the Right Certificates or of any Preference Stock or other securities upon the exercise
of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable
in respect of any transfer or delivery of Right Certificates to a Person other than, or the
issuance or delivery of certificates or depositary receipts for the Preference Stock in a name
other than that of, the registered holder of the Right Certificate evidencing Rights surrendered
for exercise or to issue or to deliver any certificates or depositary receipts for Preference Stock
upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable
by the holder of such Right Certificate at the time of surrender) or until it has been established
to the Company’s reasonable satisfaction that no such tax is due.




     Section 10. Preference Stock Record Date. Each Person in whose name any certificate
for Preference Stock is issued upon the exercise of Rights shall for all purposes be deemed to have
become the holder of record of the Preference Stock represented thereby on, and such certificate
shall be dated, the date upon which the Right Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made;
provided, however, that, if the date of such surrender and payment is a date upon which the
Preference Stock transfer books of the Company are closed, such Person shall be deemed to have
become the record holder of such shares on, and such certificate shall be dated, the next
succeeding Business Day on which the Preference Stock transfer books of the Company are open. Prior
to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be
entitled to any rights of a holder of Preference Stock for which the Rights shall be exercisable,
including, without limitation, the right to vote, to receive dividends or other distributions or to



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exercise any preemptive rights, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided herein.



     Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights. The
Purchase Price, the number of shares of Preference Stock covered by each Right and the number of
Rights outstanding are subject to adjustment from time to time as provided in this Section 11.



          (a) (i) In the event the Company shall at any time after the date of this Agreement (A)
declare a dividend on the Preference Stock payable in Preference Stock, (B) subdivide the
outstanding Preference Stock, (C) combine the outstanding Preference Stock into a smaller number of
Preference Stock or (D) issue any shares of its capital stock in a reclassification of the
Preference Stock (including any such reclassification in connection with a consolidation or merger
in which the Company is the continuing or surviving corporation), except as otherwise provided in
this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend
or of the effective date of such subdivision, combination or reclassification, and the number and
kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that
the holder of any Right exercised after such time shall be entitled to receive the aggregate number
and kind of shares of capital stock which, if such Right had been exercised immediately prior to
such date and at a time when the Preference Stock transfer books of the Company were open, such
holder would have owned upon such exercise and been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification; provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the aggregate par value of the
shares of capital stock of the Company issuable upon exercise of one Right.





               (ii) Subject to Section 24 hereof, in the event any Person becomes an Acquiring Person, each
holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal
to the then current Purchase Price multiplied by the number of one one-hundredths of a share of
Preference Stock for which a Right is then exercisable, in accordance with the terms of this
Agreement and in lieu of Preference Stock, such number of Common Shares of the Company as shall
equal the result obtained by (A) multiplying the then current Purchase Price by the number of one
one-hundredths of a share of Preference Stock for which a Right is then exercisable and dividing
that product by (B) 50% of the then current per share market price of the Common Shares of the
Company (determined pursuant to Section 11(d) hereof) on the date of the occurrence of such event.
In the event that any Person shall become an Acquiring Person and the Rights shall then be
outstanding, the Company shall not take any action which would eliminate or diminish the benefits
intended to be afforded by the Rights.




          From and after the occurrence of such event, any Rights that are or were acquired or
beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person)
shall be null and void, and any holder of such Rights shall thereafter have no right to exercise
such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to
Section 3 hereof that represents Rights beneficially owned by an Acquiring Person whose Rights
would be null and void pursuant to the preceding sentence or any Associate or Affiliate thereof; no
Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring
Person whose Rights would be null and void pursuant to the preceding sentence or any Associate or
Affiliate thereof or to any nominee of such Acquiring Person, Associate or



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Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an
Acquiring Person whose Rights would be null and void pursuant to the preceding sentence shall be
cancelled.




               (iii) In the event that there shall not be sufficient Common Shares issued but not outstanding
or authorized but unissued to permit the exercise in full of the Rights in accordance with
subparagraph (ii) above, the Company shall take all such action as may be necessary to authorize
additional Common Shares for issuance upon exercise of the Rights. In the event the Company shall,
after good faith effort, be unable to take all such action as may be necessary to authorize such
additional Common Shares, the Company shall substitute, for each Common Share that would otherwise
be issuable upon exercise of a Right, a number of Preference Stock or fraction thereof such that
the current per share market price of one share of Preference Stock multiplied by such number or
fraction is equal to the current per share market price of one Common Share as of the date of
issuance of such Preference Stock or fraction thereof.



          (b) In case the Company shall fix a record date for the issuance of rights, options or
warrants to all holders of Preference Stock entitling them (for a period expiring within 45
calendar days after but not including such record date) to subscribe for or purchase Preference
Stock (or shares having the same rights, privileges and preferences as the Preference Stock
(“equivalent preference stock”)) or securities convertible into Preference Stock or equivalent
preference stock at a price per share of Preference Stock or equivalent preference share (or having
a conversion price per share, if a security convertible into Preference Stock or equivalent
preference stock) less than the then current per share market price of the Preference Stock (as
defined in Section 11(d)) on such record date, the Purchase Price to be in effect after such record
date shall be determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the number of shares of Preference Stock
outstanding on such record date plus the number of shares of Preference Stock which the aggregate
offering price of the total number of shares of Preference Stock and/or equivalent preference stock
so to be offered (and/or the aggregate initial conversion price of the convertible securities so to
be offered) would purchase at such current market price and the denominator of which shall be the
number of shares of Preference Stock outstanding on such record date plus the number of additional
Preference Stock and/or equivalent preference stock to be offered for subscription or purchase (or
into which the convertible securities so to be offered are initially convertible); provided,
however, that in no event shall the consideration to be paid upon the exercise of one Right be less
than the aggregate par value of the shares of capital stock of the Company issuable upon exercise
of one Right. In case such subscription price may be paid in a consideration part or all of which
shall be in a form other than cash, the value of such consideration shall be as determined in good
faith by the Board of Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent and shall be binding on the Rights Agent and holders of the
Rights. Preference Stock owned by or held for the account of the Company shall not be deemed
outstanding for the purpose of any such computation. Such adjustment shall be made successively
whenever such a record date is fixed; and, in the event that such rights, options or warrants are
not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.




-11-









 








          (c) In case the Company shall fix a record date for the making of a distribution to all
holders of the Preference Stock (including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing or surviving corporation) of
evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend
payable in Preference Stock) or subscription rights or warrants (excluding those referred to in
Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the then current per share market price of the Preference
Stock on such record date, less the fair market value (as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement filed with the
Rights Agent and shall be binding on the Rights Agent and holders of the Rights) of the portion of
the assets or evidences of indebtedness so to be distributed or of such subscription rights or
warrants applicable to one share of Preference Stock and the denominator of which shall be such
then current per share market price of the Preference Stock; provided, however, that in no event
shall the consideration to be paid upon the exercise of one Right be less than the aggregate par
value of the shares of capital stock of the Company to be issued upon exercise of one Right. Such
adjustments shall be made successively whenever such a record date is fixed; and, in the event that
such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase
Price which would then be in effect if such record date had not been fixed.




          (d) (i) For the purpose of any computation hereunder, the “current per share market price” of
any security (a “Security” for the purpose of this Section 11(d)(i)) on any date shall be deemed to
be the average of the daily closing prices per share of such Security for the 30 consecutive
Trading Days immediately prior to but not including such date; provided, however, that, in the
event that the current per share market price of the Security is determined during a period
following the announcement by the issuer of such Security of (A) a dividend or distribution on such
Security payable in shares of such Security or Securities convertible into such shares, or (B) any
subdivision, combination or reclassification of such Security and prior to but not including the
expiration of 30 Trading Days after the ex-dividend date for such dividend or distribution, or the
record date for such subdivision, combination or reclassification, then, and in each such case, the
current per share market price shall be appropriately adjusted to reflect the current market price
per share equivalent of such Security. The closing price for each day shall be the last sale price,
regular way, or, in case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case, as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the Security is not listed or admitted to trading on the New York Stock Exchange,
as reported in the principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the Security is listed or admitted to
trading or, if the Security is not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by NASDAQ or such other system then in use, or,
if on any such date the Security is not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market in the Security
selected by the Board of Directors of the Company. The term “Trading Day” shall mean a day on which
the principal national securities exchange on which the Security is listed or admitted to trading
is open for the transaction of business, or, if the Security is not listed or admitted to trading
on any national securities exchange, a Business Day.




-12-









 









               (ii) For the purpose of any computation hereunder, the “current per share market price” of the
Preference Stock shall be determined in accordance with the method set forth in Section 11(d)(i).
If the Preference Stock is not publicly traded, the “current per share market price” of the
Preference Stock shall be conclusively deemed to be the current per share market price of the
Common Shares as determined pursuant to Section 11(d)(i) hereof (appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date hereof), multiplied
by one hundred. If neither the Common Shares nor the Preference Stock are publicly held or so
listed or traded, “current per share market price” shall mean the fair value per share as
determined in good faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent.



          (e) No adjustment in the Purchase Price shall be required unless such adjustment would require
an increase or decrease of at least 1% in the Purchase Price; provided, however, that any
adjustments which by reason of this Section 11(e) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations under this Section 11
shall be made to the nearest cent or to the nearest one one-millionth of a share of Preference
Stock or one ten-thousandth of any other share or security as the case may be. Notwithstanding the
first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no
later than the earlier of (i) three years from the date of the transaction which requires such
adjustment or (ii) the date of the expiration of the right to exercise any Rights.




          (f) If, as a result of an adjustment made pursuant to Section 11(a) hereof, the holder of any
Right thereafter exercised shall become entitled to receive any shares of capital stock of the
Company other than Preference Stock, thereafter the number of such other shares so receivable upon
exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Preference Stock contained
in Section 11(a) through (c) hereof, inclusive, and the provisions of Sections 7, 9, 10 and 13
hereof with respect to the Preference Stock shall apply on like terms to any such other shares.




          (g) All Rights originally issued by the Company subsequent to any adjustment made to the
Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the
number of one one-hundredths of a share of Preference Stock purchasable from time to time hereunder
upon exercise of the Rights, all subject to further adjustment as provided herein.




          (h) Unless the Company shall have exercised its election as provided in Section 11(i) hereof,
upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b)
and (c) hereof, each Right outstanding immediately prior to the making of such adjustment shall
thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one
one-hundredths of a share of Preference Stock (calculated to the nearest one one-millionth of a
share Preference Stock) obtained by (A) multiplying (x) the number of one one-hundredths of a share
covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect
immediately prior to such adjustment of the Purchase Price and (B) dividing the product so obtained
by the Purchase Price in effect immediately after such adjustment of the Purchase Price.





-13-












 





          (i) The Company may elect, on or after the date of any adjustment of the Purchase Price, to
adjust the number of Rights in substitution for any adjustment in the number of one one-hundredths
of a share of Preference Stock purchasable upon the exercise of a Right. Each of the Rights
outstanding after such adjustment of the number of Rights shall be exercisable for the number of
one one-hundredths of a share of Preference Stock for which a Right was exercisable immediately
prior to such adjustment. Each Right held of record prior to such adjustment of the number of
Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained
by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by
the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall
make a public announcement of its election to adjust the number of Rights, indicating the record
date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This
record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if
the Right Certificates have been issued, shall be at least 10 days later than but not including the
date of the public announcement. If Right Certificates have been issued, upon each adjustment of
the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable,
cause to be distributed to holders of record of Right Certificates on such record date Right
Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders
shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the Right Certificates
held by such holders prior to the date of adjustment, and upon surrender thereof, if required by
the Company, new Right Certificates evidencing all the Rights to which such holders shall be
entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed
and countersigned in the manner provided for herein, and shall be registered in the names of the
holders of record of Right Certificates on the record date specified in the public announcement.




          (j) Irrespective of any adjustment or change in the Purchase Price or in the number of one
one-hundredths of a share Preference Stock issuable upon the exercise of the Rights, the Right
Certificates theretofore and thereafter issued may continue to express the Purchase Price and the
number of one one-hundredths of a share of Preference Stock which were expressed in the initial
Right Certificates issued hereunder.




          (k) Before taking any action that would cause an adjustment reducing the Purchase Price below
one one-hundredth of the then par value, if any, of the Preference Stock issuable upon exercise of
the Rights, the Company shall take any corporate action which may, in the opinion of its counsel,
be necessary in order that the Company may validly and legally issue fully paid and nonassessable
Preference Stock at such adjusted Purchase Price.




          (l) In any case in which this Section 11 shall require that an adjustment in the Purchase
Price be made effective as of a record date for a specified event, the Company may elect to defer
until the occurrence of such event the issuing to the holder of any Right exercised after such
record date of the Preference Stock and other capital stock or securities of the Company, if any,
issuable upon such exercise over and above the Preference Stock and other capital stock or
securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price
in effect prior to such adjustment; provided, however, that the Company shall deliver to such
holder a due bill or other appropriate instrument evidencing such holder’s right to receive such
additional shares upon the occurrence of the event requiring such adjustment.




-14-









 





          (m) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled
to make such reductions in the Purchase Price, in addition to those adjustments expressly required
by this Section 11, as and to the extent that it, in its sole discretion, shall determine to be
advisable in order that any consolidation or subdivision of the Preference Stock, issuance wholly
for cash of any Preference Stock at less than the current market price, issuance wholly for cash of
Preference Stock or securities which by their terms are convertible into or exchangeable for
Preference Stock, dividends on Preference Stock payable in Preference Stock or issuance of rights,
options or warrants referred to in Section 11(b) hereof, hereafter made by the Company to holders
of the Preference Stock shall not be taxable to such stockholders.




          (n) In the event that, at any time after the date of this Agreement and prior to the
Distribution Date, the Company shall (i) declare or pay any dividend on the Common Shares payable
in Common Shares, or (ii) effect a subdivision, combination or consolidation of the Common Shares
(by reclassification or otherwise than by payment of dividends in Common Shares) into a greater or
lesser number of Common Shares, then, in any such case, (A) the number of one one-hundredths of a
share of Preference Stock purchasable after such event upon proper exercise of each Right shall be
determined by multiplying the number of one one-hundredths of a share of Preference Stock so
purchasable immediately prior to such event by a fraction, the numerator of which is the number of
Common Shares outstanding immediately before such event and the denominator of which is the number
of Common Shares outstanding immediately after such event, and (B) each Common Share outstanding
immediately after such event shall have issued with respect to it that number of Rights which each
Common Share outstanding immediately prior to such event had issued with respect to it. The
adjustments provided for in this Section 11(n) shall be made successively whenever such a dividend
is declared or paid or such a subdivision, combination or consolidation is effected.




     Section 12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an
adjustment is made (including without limitation an event which causes Rights to become null and
void) as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate
setting forth such adjustment and a brief statement of the facts accounting for such adjustment,
(b) file with the Rights Agent and with each transfer agent for the Common Shares or the Preference
Stock and the Securities and Exchange Commission a copy of such certificate and (c) if such
adjustment occurs at any time after the Distribution Date, mail a brief summary thereof to each
holder of a Right Certificate in accordance with Section 25 hereof and Section 26. The Rights
Agent shall be fully protected in relying on any such certificate and on any adjustment or
statement therein contained and shall have no duty or liability with respect to, and shall not be
deemed to have knowledge of, any adjustment unless and until it shall have received such a
certificate; provided that nothing in this Section 12 shall be construed to protect the Rights
Agent with respect to, or save the Rights Agent from any duty or liability resulting from, any
gross negligence, bad faith or willful misconduct of the Rights Agent.



     Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In
the event, directly or indirectly, at any time after a Person has become an Acquiring Person, (a)
the Company shall consolidate with, or merge with and into, any other Person, (b) any Person shall
consolidate with the Company, or merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger and, in connection with such merger, all or part
of the Common Shares shall be changed into or exchanged for stock or other securities of any



-15-









 







other Person (or the Company) or cash or any other property, or (c) the Company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or
more transactions, assets or earning power aggregating 50% or more of the assets or earning power
of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company
or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision
shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall
thereafter have the right to receive, upon the exercise thereof at a price equal to the then
current Purchase Price multiplied by the number of one one-hundredths of a share Preference Stock
for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu
of Preference Stock, such number of Common Shares of such other Person (including the Company as
successor thereto or as the surviving corporation) as shall equal the result obtained by (A)
multiplying the then current Purchase Price by the number of one one-hundredths of a share
Preference Stock for which a Right is then exercisable and dividing that product by (B) 50% of the
then current per share market price of the Common Shares of such other Person (determined pursuant
to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or
transfer; (ii) the issuer of such Common Shares shall thereafter be liable for, and shall assume,
by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the
Company pursuant to this Agreement; (iii) the term “Company” shall thereafter be deemed to refer to
such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the
reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in
connection with such consummation as may be necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares of the
Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate
any such consolidation, merger, sale or transfer unless, prior thereto, the Company and such issuer
shall have executed and delivered to the Rights Agent a supplemental agreement so providing for the
terms set forth in this Section 13. The Company shall not enter into any transaction of the kind
referred to in this Section 13 if at the time of such transaction there are any rights, warrants,
instruments or securities outstanding or any agreements or arrangements which, as a result of the
consummation of such transaction, would eliminate or substantially diminish the benefits intended
to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive
mergers or consolidations or sales or other transfers.



     Section 14. Fractional Rights and Fractional Shares. (a) The Company shall not be
required to issue fractions of Rights or to distribute Right Certificates which evidence fractional
Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the
Right Certificates with regard to which such fractional Rights would otherwise be issuable, an
amount in cash equal to the same fraction of the current market value of a whole Right. For the
purposes of this Section 14(a), the current market value of a whole Right shall be the closing
price of the Rights for the Trading Day immediately prior to the date on which such fractional
Rights would have been otherwise issuable. The closing price for any day shall be the last sale
price, regular way, or, in case no such sale takes place on such day, the average of the closing
bid and asked prices, regular way, in either case, as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to trading on the New
York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which the Rights are listed or
admitted to trading or, if the Rights are not listed or admitted to trading on any national
securities exchange, the last quoted



-16-









 







price or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such
date the Rights are not quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in the Rights selected by the
Board of Directors of the Company. If on any such date no such market maker is making a market in
the Rights, the fair value of the Rights on such date as determined in good faith by the Board of
Directors of the Company shall be used.



          (b) The Company shall not be required to issue fractions of shares of Preference Stock (other
than fractions which are integral multiples of one one-hundredth of a share Preference Stock) upon
exercise of the Rights or to distribute certificates which evidence fractional Preference Stock
(other than fractions which are integral multiples of one one-hundredth of a share of Preference
Stock). Fractions of shares of Preference Stock in integral multiples of one one-hundredth of a
share of Preference Stock may, at the election of the Company, be evidenced by depositary receipts,
pursuant to an appropriate agreement between the Company and a depositary selected by it; provided
that such agreement shall provide that the holders of such depositary receipts shall have all the
rights, privileges and preferences to which they are entitled as beneficial owners of the
Preference Stock represented by such depositary receipts. In lieu of fractional Preference Stock
that are not integral multiples of one one-hundredth of a share Preference Stock, the Company shall
pay to the registered holders of Right Certificates at the time such Rights are exercised as herein
provided an amount in cash equal to the same fraction of the current market value of one share of
Preference Stock. For the purposes of this Section 14(b), the current market value of a share of
Preference Stock shall be the closing price of a share of Preference Stock (as determined pursuant
to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the
date of such exercise.




          (c) The holder of a Right, by the acceptance of the Right, expressly waives such holder’s
right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as
provided above).




          (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights
Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting
forth in reasonable detail the facts related to such payments and the prices and/or formulas
utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in
the form of fully collected funds to make such payments. The Rights Agent shall be fully protected
in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed
to have knowledge of any payment for fractional Rights or fractional shares under any Section of
this Agreement relating to the payment of fractional Rights or fractional shares unless and until
the Rights Agent shall have received such a certificate and sufficient monies; provided that
nothing in this Section 14(d) shall be construed to protect the Rights Agent with respect to, or
save the Rights Agent from any duty or liability resulting from, any gross negligence, bad faith or
willful misconduct of the Rights Agent.




     Section 15. Rights of Action. (a) All rights of action in respect of this Agreement,
excepting the rights of action given to the Rights Agent hereunder, are vested in the respective
registered holders of the Right Certificates (and, prior to the Distribution Date, the registered
holders of the Common Shares); and any registered holder of any Right Certificate (or, prior to the



-17-









 







Distribution Date, of the Common Shares), without the consent of the Rights Agent or of the
holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Shares),
may, in such holder’s own behalf and for such holder’s own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect
of, such holder’s right to exercise the Rights evidenced by such Right Certificate in the manner
provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any
remedies available to the holders of Rights, it is specifically acknowledged that the holders of
Rights would not have an adequate remedy at law for any breach of this Agreement, and will be
entitled to specific performance of the obligations under, and injunctive relief against actual or
threatened violations of the obligations of any Person subject to, this Agreement.



          (b) Notwithstanding anything in this Agreement or the Rights to the contrary, neither the
Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a
result of its inability to perform any of its obligations under this Agreement by reason of any
preliminary or permanent injunction or other order, judgment, decree or ruling (whether
interlocutory or final) issued by a court of competent jurisdiction or by a governmental,
regulatory, self-regulatory or administrative agency or commission, or any statute, rule,
regulation or executive order promulgated or enacted by any governmental authority, prohibiting or
otherwise restraining performance of such obligation.




     Section 16. Agreement of Right Holders. Every holder of a Right, by accepting the
same, consents and agrees with the Company and the Rights Agent and with every other holder of a
Right that:



          (a) prior to the Distribution Date, the Rights will be transferable only in connection with
the transfer of the Common Shares;




          (b) after the Distribution Date, the Right Certificates are transferable only on the registry
books of the Rights Agent if surrendered at the office of the Rights Agent designated for such
purpose, duly endorsed or accompanied by a proper instrument of transfer; and




          (c) the Company and the Rights Agent may deem and treat the person in whose name the Right
Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is
registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any
notations of ownership or writing on the Right Certificate or the associated Common Shares
certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever,
and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.




     Section 17. Right Certificate Holder Not Deemed a Stockholder. No holder, as such, of
any Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the
holder of the Preference Stock or any other securities of the Company which may at any time be
issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or
in any Right Certificate be construed to confer upon the holder of any Right Certificate, as such,
any of the rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or other actions
affecting



-18-









 






stockholders (except as provided in Section 25 hereof), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate
shall have been exercised in accordance with the provisions hereof.



     Section 18. Concerning the Rights Agent. The Company agrees to pay to the Rights Agent
reasonable compensation for all services rendered by it hereunder, and, from time to time, on
demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements
incurred in the preparation, delivery, amendment, administration and
execution of this Agreement and the exercise and performance of
its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it
harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement,
cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel)
incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent,
for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance,
administration, exercise and performance of its duties under this Agreement; provided that the
Company shall have no obligation to indemnify the Rights Agent for, or to hold it harmless against,
any settlement entered without the prior written consent of the Company, which written consent
shall not be unreasonably withheld. Any reasonable, out-of-pocket costs and expenses incurred by
the Rights Agent in obtaining indemnification to which it is entitled pursuant to this Section 18
shall be reimbursed by the Company. The provisions of this Section 18 and Section 20 below shall
survive the termination of this Agreement, the exercise or expiration of the Rights and the
resignation, replacement or removal of the Rights Agent.



          The Rights Agent shall be protected and shall incur no liability for, or in respect of any
action taken, suffered or omitted by it in connection with, its administration of this Agreement in
reliance upon any Right Certificate or certificate for the Preference Stock or Common Shares or for
other securities of the Company, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper
or document believed by it to be genuine and to be signed, executed and, where necessary, verified
or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set
forth in Section 20 hereof.




     Section 19. Merger or Consolidation or Change of Name of Rights Agent. Any Person into
which the Rights Agent or any successor Rights Agent may be merged or with which it may be
consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or
any successor Rights Agent shall be a party, or any Person succeeding to the stock transfer or
corporate trust powers of the Rights Agent or any successor Rights Agent, shall be the successor to
the Rights Agent under this Agreement without the execution or filing of any paper or any further
act on the part of any of the parties hereto; provided that such Person would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21 hereof. In case at the
time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the
Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent
may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates
so countersigned; and, in case at that time any of the Right Certificates shall not have been
countersigned, any successor Rights Agent may countersign such Right Certificates either in the
name of the predecessor Rights Agent or in the name of the successor Rights Agent; and, in all such
cases, such Right Certificates shall have the full force provided in the Right Certificates and in
this Agreement.



-19-









 





          In case at any time the name of the Rights Agent shall be changed and at such time any of the
Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Right Certificates so countersigned; and, in case
at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may
countersign such Right Certificates either in its prior name or in its changed name; and, in all
such cases, such Right Certificates shall have the full force provided in the Right Certificates
and in this Agreement.




     Section 20. Duties of Rights Agent. The Rights Agent undertakes the duties and
obligations expressly imposed by this Agreement (and no implied duties) upon the following terms
and conditions, by all of which the Company and the holders of Right Certificates, by their
acceptance thereof, shall be bound:



          (a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company
or an employee of the Rights Agent), and the advice or opinion of such counsel shall be full and
complete authorization and protection to the Rights Agent and the Rights Agent shall incur no
liability for or in respect of any action taken, suffered or omitted by it in good faith and in
accordance with such advice or opinion; provided that nothing in this Section 20(a) shall be
construed to protect the Rights Agent with respect to, or save the Rights Agent from any duty or
liability resulting from, any gross negligence, bad faith or willful misconduct of the Rights
Agent.




          (b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem
it necessary or desirable that any fact or matter (including without limitation, the identity of an
Acquiring Person) be proved or established by the Company prior to taking, suffering or omitting to
take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established by a certificate
signed by any one of the Chairman of the Board, the Chief Executive Officer, the President, any
Vice President, the Treasurer or the Secretary of the Company and delivered to the Rights Agent;
and such certificate shall be full authorization to the Rights Agent and the Rights Agent shall
incur no liability for or in respect of any action taken, suffered or omitted in good faith by it
under the provisions of this Agreement in reliance upon such certificate; provided that nothing in
this Section 20(b) shall be construed to protect the Rights Agent with respect to, or save the
Rights Agent from any duty or liability resulting from, any gross negligence, bad faith or willful
misconduct of the Rights Agent.




          (c) The Rights Agent shall be liable hereunder to the Company and any other Person only for
its own gross negligence, bad faith or willful misconduct. Anything to the contrary
notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect,
consequential or incidental loss or damage of any kind whatsoever (including but not limited to
lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage.




          (d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or
recitals contained in this Agreement or in the Right Certificates (except its countersignature
thereof) or be required to verify the same, but all such statements and recitals are and shall be
deemed to have been made by the Company only.




-20-









 








          (e) The Rights Agent shall not be under any responsibility in respect of the validity of this
Agreement or the execution and delivery hereof (except the due execution hereof by the Rights
Agent) or in respect of the validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be
responsible for any change in the exercisability of the Rights (including the Rights becoming null
and void pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms of the Rights
(including the manner, method or amount thereof) provided for in Section 3, 11, 13, 23 or 24
hereof, or the ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after
receipt of the certificate described in Section 12 hereof, upon which the Rights Agent may rely);
nor shall it by any act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Preference Stock to be issued pursuant to this Agreement or any
Right Certificate or as to whether any Preference Stock will, when issued, be validly authorized
and issued, fully paid and nonassessable.




          (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be
performed, executed, acknowledged and delivered all such further and other acts, instruments and
assurances as may reasonably be required by the Rights Agent for the carrying out or performing by
the Rights Agent of the provisions of this Agreement.




          (g) The Rights Agent is hereby authorized and directed to accept instructions with respect to
the performance of its duties hereunder from any one of the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, the Secretary or the Treasurer of the Company, and
to apply to such officers for advice or instructions in connection with its duties and it shall not
be liable for any action taken or suffered by it in good faith in accordance with instructions of
any such officer or for any delay in acting while waiting for those instructions.




          (h) The Rights Agent and any stockholder, director, officer or employee of the Rights Agent
may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not Rights Agent under
this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity
for the Company or for any other legal entity.




          (i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it
or perform any duty hereunder either itself (through its directors, officers and employees) or by
or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for
any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the
Company or any other Person resulting from any such act, default, neglect or misconduct, provided
that reasonable care was exercised in the selection and continued employment thereof.




          (j) If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or
transfer, or thereof, as the case may be, has not been properly completed or properly presented,
the Rights Agent shall not take any further action with respect to such requested exercise or
transfer without first consulting with the Company.




-21-









 








          (k) No provision of this Agreement shall require the Rights Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder
or in the exercise of its rights if it reasonably determines that repayment of such funds or
adequate indemnification against such risk or liability is not assured to it.




     Section 21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing
mailed to the Company and to each transfer agent of the Common Shares or Preference Stock by
registered or certified mail, and to the holders of the Right Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing,
mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer
agent of the Common Shares or Preference Stock by registered or certified mail, and to the holders
of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or
shall otherwise become replaced or incapable of acting, the Company shall appoint a successor to
the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days
after giving notice of such removal or replacement or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Right Certificate (which holder shall, with such notice, submit such holder’s Right Certificate for
inspection by the Company), then the registered holder of any Right Certificate may apply to any
court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights
Agent, whether appointed by the Company or by such a court, shall be (A) a Person organized and
doing business under the laws of the United States or any state in the United States, in good
standing, which is authorized under such laws to exercise stock transfer powers and is subject to
supervision or examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least $50 million or (B) is an
affiliate of a Person described in clause (A) of this sentence. After appointment, the successor
Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment, the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares
or Preference Stock, and mail a notice thereof in writing to the registered holders of the Right
Certificates. Failure to give any notice provided for in this Section 21, however, or any defect
therein, shall not affect the legality or validity of the resignation, replacement or removal of
the Rights Agent or the appointment of the successor Rights Agent, as the case may be.



     Section 22. Issuance of New Right Certificates. Notwithstanding any of the provisions
of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right
Certificates evidencing Rights in such form as may be approved by the Board of Directors of the
Company to reflect any adjustment or change in the Purchase Price and the number or kind or class
of shares or other securities or property purchasable under the Right Certificates made in
accordance with the provisions of this Agreement.



     Section 23. Redemption. (a) The Board of Directors of the Company may, at its option,
at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less
than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately



-22-









 







adjusted to reflect any stock split, stock dividend or similar transaction occurring after the
date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). The
redemption of the Rights by the Board of Directors of the Company may be made effective at such
time, on such basis and with such conditions as the Board of Directors of the Company, in its sole
discretion, may establish.



          (b) Immediately upon the action of the Board of Directors of the Company ordering the
redemption of the Rights pursuant to paragraph (a) of this Section 23, and without any further
action and without any notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall
promptly give public notice of any such redemption; provided, however, that the failure to give, or
any defect in, any such notice shall not affect the validity of such redemption. Within 10 days
after such action of the Board of Directors of the Company ordering the redemption of the Rights,
the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at
their last addresses as they appear upon the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice
which is mailed in the manner herein provided shall be deemed given, whether or not the holder
receives the notice. Each such notice of redemption will state the method by which the payment of
the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may
redeem, acquire or purchase for value any Rights at any time in any manner other than that
specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection
with the purchase of Common Shares prior to the Distribution Date.




     Section 24. Exchange. (a) The Board of Directors of the Company may, at its option, at
any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding
and exercisable Rights (which shall not include Rights that have become null and void pursuant to
the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common
Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant
to Section 11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”).
Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to
effect such exchange at any time after any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding
Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then
outstanding.



          (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange
of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and
without any notice, the right to exercise such Rights shall terminate and the only right thereafter
of a holder of such Rights shall be to receive that number of Common Shares equal to the number of
such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give
public notice of any such exchange (with prompt written notice thereof to the Rights Agent);
provided, however, that the failure to give, or any defect in, such notice shall not affect the
validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of
the holders of such Rights at their last addresses as they appear upon the registry books of the
Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice of exchange will




-23-









 




state the method by which the exchange of the Common Shares for Rights will be effected, and,
in the event of any partial exchange, the number of Rights which will be exchanged. Any partial
exchange shall be effected pro rata based on the number of Rights (other than Rights which have
become null and void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of
Rights.




          (c) In the event that there shall not be sufficient Common Shares issued but not outstanding
or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this
Section 24, the Company shall take all such action as may be necessary to authorize additional
Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good
faith effort, be unable to take all such action as may be necessary to authorize such additional
Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable
upon exchange of a Right, a number of shares of Preference Stock or fraction thereof such that the
current per share market price of one share of Preference Stock multiplied by such number or
fraction is equal to the current per share market price of one Common Share as of the date of
issuance of such Preference Stock or fraction thereof.




          (d) The Company shall not be required to issue fractions of Common Shares or to distribute
certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the
Company shall pay to the registered holders of the Right Certificates with regard to which such
fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction
of the current market value of a whole Common Share. For the purposes of this paragraph (d), the
current market value of a whole Common Share shall be the closing price of a Common Share (as
determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day
immediately prior to the date of exchange pursuant to this Section 24.




     Section 25. Notice of Certain Events. (a) In case the Company shall, at any time after
the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders
of the Preference Stock or to make any other distribution to the holders of the Preference Stock
(other than a regular quarterly cash dividend), (ii) to offer to the holders of the Preference
Stock rights or warrants to subscribe for or to purchase any additional Preference Stock or shares
of stock of any class or any other securities, rights or options, (iii) to effect any
reclassification of the Preference Stock (other than a reclassification involving only the
subdivision of outstanding Preference Stock), (iv) to effect any consolidation or merger into or
with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to
effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to
effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any
dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or
consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends
in Common Shares), then, in each such case, the Company shall give to each holder of a Right
Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock dividend, or distribution of rights or
warrants, or the date on which such reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the date of participation therein by
the holders of the Common Shares and/or Preference Stock, if any such date is to be fixed, and such
notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10
days prior to but not including the record



-24-









 







date for determining holders of the Preference Stock for purposes of such action, and, in the
case of any such other action, at least 10 days prior to but not including the date of the taking
of such proposed action or the date of participation therein by the holders of the Common Shares
and/or Preference Stock, whichever shall be the earlier.



          (b) In case the event set forth in Section 11(a)(ii) hereof shall occur, then the Company
shall, as soon as practicable thereafter, give to each holder of a Right Certificate, in accordance
with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such
event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.




     Section 26. Notices. Notices or demands authorized by this Agreement to be given or
made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be
sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Rights Agent) as follows:


Vulcan Materials Company

1200 Urban Center Drive

Birmingham, Alabama 35242

Attention: Corporate Secretary



Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement
to be given or made by the Company or by the holder of any Right Certificate to or on the Rights
Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed
(until another address is filed in writing with the Company) as follows:



The Bank of New York

101 Barclay Street, Floor 12 West          

New York, NY 10286

Attention: Stock Transfer Administrator



Notices or demands authorized by this Agreement to be given or made by the Company or the Rights
Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown
on the registry books of the Company.




     Section 27. Supplements and Amendments. The Company may from time to time supplement
or amend this Agreement without the approval of any holders of Right Certificates in order to cure
any ambiguity, to correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, or to make any other provisions with respect to the
Rights which the Company may deem necessary or desirable, any such supplement or amendment to be
evidenced by a writing signed by the Company and the Rights Agent; provided, however, that, from
and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended
in any manner which would adversely affect the interests of the holders of Rights. Without limiting
the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring
Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof to
not less than the greater of (a) the sum of .001% and the largest percentage of the outstanding
Common Shares then known by the Company to be



-25-









 







beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common
Shares for or pursuant to the terms of any such plan) and (b) 10%. Upon the delivery of a
certificate from an appropriate officer of the Company that states that the proposed supplement or
amendment complies with this Section 27, the Rights Agent shall execute such supplement or
amendment. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent
may, but shall not be obligated to, enter into any supplement or amendment that affects in any
material respect the Rights Agent’s own rights, duties, obligations or immunities under this
Agreement.



     Section 28. Successors. All the covenants and provisions of this Agreement by or for
the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.



     Section 29. Determination and Actions by the Board of Directors, etc. For all purposes
of this Agreement, any calculation of the number of shares of Common Shares or any other class of
capital stock outstanding at any particular time, including for purposes of determining the
particular percentage of such outstanding shares of Common Shares of which any Person is the
Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3d(1)(i) of the
General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall
have the exclusive power and authority to administer this Agreement and to exercise all rights and
powers specifically granted to the Board of Directors or to the Company, or as may be necessary or
advisable in the administration of this Agreement, including, without limitation, the right and
power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed
necessary or advisable for the administration of this Agreement (including a determination with
respect to the redemption or exchange of the Rights or to amend the Agreement). All such actions,
calculations, interpretations and determinations (including, for purpose of clause (y) below, all
omissions with respect to the foregoing) which are done or made by the Company’s Board of Directors
in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the
holders of the Rights and all other Persons, and (y) not subject the Board to any liability to the
holders of the Rights. The Rights Agent is entitled always to assume the Company’s Board of
Directors acted in good faith.



     Section 30. Benefits of this Agreement. Nothing in this Agreement shall be construed
to give to any Person other than the Company, the Rights Agent and the registered holders of the
Right Certificates (and, prior to the Distribution Date, the Common Shares) any legal or equitable
right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive
benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and,
prior to the Distribution Date, the Common Shares).



     Section 31. Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other authority to be invalid, null and
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected, impaired or
invalidated; provided, however, that if such excluded provision shall affect in any material
respect the rights, immunities, duties or obligations of the Rights Agent, the Rights Agent shall
be entitled to resign immediately.



-26-









 





     Section 32. Governing Law. This Agreement and each Right Certificate issued hereunder
shall be deemed to be a contract made under the laws of the State of New Jersey and for all
purposes shall be governed by and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state; provided, however, that the rights
and obligations of the Rights Agent in its capacity as such shall be governed by and construed in
accordance with the laws of the State of New York.



     Section 33. Counterparts. This Agreement may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.



     Section 34. Descriptive Headings. Descriptive headings of the several Sections of this
Agreement are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.




-27-












 





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




	 	 	 	 	 	 	 
	 	 	VIRGINIA HOLDCO, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William F. Denson, III	 	 
	 

	 	Name:
	 	William
F. Denson, III
	 	 
	 

	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Eon Canzius	 	 
	 

	 	Name:
	 	Eon Canzius

	 	 
	 

	 	Title:	 	Vice President	 	 







 -28- 









 








Exhibit A




FORM

of

CERTIFICATE OF AMENDMENT

to

THE CERTIFICATE OF INCORPORATION (RESTATED 2007)

of

VULCAN MATERIALS COMPANY




(Pursuant to subsection 14A:7-2(2) of the

New Jersey Business Corporation Act)




          It is hereby certified that:




          1. The name of the corporation is Vulcan Materials Company (hereinafter called the
“Corporation”);




          2. The Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) is
hereby amended so that the designation and number of shares of the class and series acted upon in
the following resolutions, and the relative rights, preferences and limitations of such class and
series, are as stated in such resolutions; and




          3. The following resolutions were duly adopted by the Board of Directors of the Corporation as
required by subsection 14A:7-2(3) of the New Jersey Business Corporation Act by unanimous written
consent effective November 16, 2007:




          RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of
this Corporation (hereinafter called the “Board of Directors” or the “Board”) in accordance with
the provisions of the Certificate of Incorporation, the Board of Directors hereby creates a series
of Preference Stock without par value of the Corporation (the “Preference Stock”), and hereby
states the designation and number of shares, and fixes the relative rights, preferences, and
limitations thereof as follows:




          Series A Junior Participating Preference Stock:




          Section 1. Designation and Amount. The shares of such series shall be designated as
“Series A Junior Participating Preference Stock” (the “Series A Preference Stock”) and the number
of shares constituting the Series A Preference Stock shall be 1,250,000. Such number of shares may
be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall
reduce the number of shares of Series A Preference Stock to a number less than the number of shares
then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Preference Stock.




          Section 2. Dividends and Distributions.




          (A) Subject to the rights of the holders of any shares of any series of



 









 






Preference Stock (or any similar stock) ranking prior and superior to the Series A Preference
Stock with respect to dividends, the holders of shares of Series A Preference Stock, in preference
to the holders of Common Stock, par value $1.00 per share (the “Common Stock”), of the Corporation,
and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board
of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on
the first day of March, June, September and December in each year (each such date being referred to
herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment
Date after the first issuance of a share or fraction of a share of Series A Preference Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the
provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all
cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions, other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preference Stock. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the amount to which
holders of shares of Series A Preference Stock were entitled immediately prior to such event under
clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.




          (B) The Corporation shall declare a dividend or distribution on the Series A Preference Stock
as provided in paragraph (A) of this Section immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in shares of Common Stock);
provided that, in the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $1 per share on the Series A Preference Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.




          (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A
Preference Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such
shares, unless the date of issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Series A Preference Stock
entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of
Series A Preference Stock in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be



-2-









 






allocated pro rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of holders of shares of Series A
Preference Stock entitled to receive payment of a dividend or distribution declared thereon, which
record date shall be not more than 60 days prior to but not including the date fixed for the
payment thereof.




          Section 3. Voting Rights. The holders of shares of Series A Preference Stock shall
have the following voting rights:




          (A) Subject to the provision for adjustment hereinafter set forth, each share of Series A
Preference Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote
of the stockholders of the Corporation. In the event the Corporation shall at any time declare or
pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the number of votes per share to which holders of
shares of Series A Preference Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to such event.




          (B) Except as otherwise provided herein, in any other Certificate of Designations creating a
series of Preference Stock or any similar stock, or by law, the holders of shares of Series A
Preference Stock and the holders of shares of Common Stock and any other capital stock of the
Corporation having general voting rights shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation.




          (C) Except as set forth herein, or as otherwise provided by law, holders of Series A
Preference Stock shall have no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of Common Stock as set forth herein)
for taking any corporate action.




          Section 4. Certain Restrictions.




          (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A
Preference Stock as provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of Series A Preference Stock
outstanding shall have been paid in full, the Corporation shall not:




               (i) declare or pay dividends, or make any other distributions, on any shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A
Preference Stock;



               (ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking
on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series
A Preference Stock, except dividends paid ratably on the Series A Preference



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Stock and all such parity stock on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled;




               (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A
Preference Stock, provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for shares of any stock of the Corporation
ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the
Series A Preference Stock; or



               (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A
Preference Stock, or any shares of stock ranking on a parity with the Series A Preference Stock,
except in accordance with a purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in fair and equitable
treatment among the respective series or classes.



          (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such
time and in such manner.




          Section 5. Reacquired Shares. Any shares of Series A Preference Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preference Stock and may be reissued as part of a new series of
Preference Stock subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of Designations creating a series of
Preference Stock or any similar stock or as otherwise required by law.




          Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution
or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Preference Stock unless, prior thereto, the holders of shares of Series A Preference Stock
shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment, provided that the
holders of shares of Series A Preference Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preference Stock, except distributions made ratably on
the Series A Preference Stock and all such parity stock in proportion to the total amounts to which
the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In
the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable
in shares of Common Stock, or effect a subdivision or combination or consolidation of



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the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Series A Preference Stock were
entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such event.




          Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other property, then in
any such case each share of Series A Preference Stock shall at the same time be similarly exchanged
or changed into an amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of Common Stock is
changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of
Common Stock, then in each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Preference Stock shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.




          Section 8. No Redemption. The shares of Series A Preference Stock shall not be
redeemable.




          Section 9. Rank. The Series A Preference Stock shall rank, with respect to the payment
of dividends and the distribution of assets, junior to all series of any other class of the
Corporation’s Preference Stock.




          Section 10. Amendment. The Certificate of Incorporation of the Corporation shall not
be amended in any manner which would materially alter or change the powers, preferences or special
rights of the Series A Preference Stock so as to affect them adversely without the affirmative vote
of the holders of at least two-thirds of the outstanding shares of Series A Preference Stock,
voting together as a single class.




               IN WITNESS WHEREOF, this Certificate of Amendment is executed on behalf of the Corporation
this                      day of                     .




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	 	 	VULCAN MATERIALS COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 

	 	 
	 

	 	 	 	 	 	 






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Exhibit B




FORM OF RIGHT CERTIFICATE




			
	 	 	 
	Certificate No. R-
	 	                     Rights






NOT EXERCISABLE AFTER NOVEMBER 15, 2008 OR EARLIER IF

REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT

TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE

ON THE TERMS SET FORTH IN THE AGREEMENT.




Right Certificate




VULCAN MATERIALS COMPANY




          This certifies that ______, or registered assigns, is the registered owner of the
number of Rights set forth above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Agreement, dated as of November 16, 2007 (the “Agreement”),
between Vulcan Materials Company, a New Jersey corporation (the “Company”), and The Bank of New
York (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as
such term is defined in the Agreement) and prior to 5:00 P.M., New York City time, on November 15,
2008 at the office of the Rights Agent designated for such purpose, or at the office of its
successor as Rights Agent, one one-hundredth of a fully paid non-assessable share of Series A
Junior Participating Preference Stock without par value of the Company (the “Preference Stock”), at
a purchase price of $400.00 per one one-hundredth of a share of Preference Stock (the “Purchase
Price”), upon presentation and surrender of this Right Certificate with the Form of Election to
Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of
one one-hundredths of a share of Preference Share which may be purchased upon exercise hereof) set
forth above, and the Purchase Price set forth above, are the number and Purchase Price as of
November 16, 2007, based on the Preference Stock as constituted at such date. As provided in the
Agreement, the Purchase Price and the number of one one-hundredths of a share of Preference Stock
which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are
subject to modification and adjustment upon the happening of certain events.




          This Right Certificate is subject to all of the terms, provisions and conditions of the
Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and
made a part hereof and to which Agreement reference is hereby made for a full description of the
rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent,
the Company and the holders of the Right Certificates. Copies of the Agreement are on file at the
principal executive offices of the Company and the office of the Rights Agent designated for such
purpose.




          This Right Certificate, with or without other Right Certificates, upon surrender at



 









 






the office of the Rights Agent designated for such purpose, may be exchanged for another Right
Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of Preference Stock as the Rights evidenced by the Right
Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this
Right Certificate shall be exercised in part, the holder shall be entitled to receive upon
surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not
exercised.




          Subject to the provisions of the Agreement, the Rights evidenced by this Right Certificate (i)
may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in
whole or in part for Preference Stock or shares of the Company’s Common Stock, par value $1.00 per
share.




          No fractional Preference Stock will be issued upon the exercise of any Right or Rights
evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share
of Preference Stock, which may, at the election of the Company, be evidenced by depositary
receipts), but, in lieu thereof, a cash payment will be made, as provided in the Agreement.




          No holder of this Right Certificate shall be entitled to vote or receive dividends or be
deemed for any purpose the holder of the Preference Stock or of any other securities of the Company
which may at any time be issuable on the exercise hereof, nor shall anything contained in the
Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate
action, or to receive notice of meetings or other actions affecting stockholders (except as
provided in the Agreement), or to receive dividends or subscription rights, or otherwise, until the
Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the
Agreement.




          This Right Certificate shall not be valid or obligatory for any purpose until it shall have
been countersigned by the Rights Agent.




          WITNESS the facsimile signature of the proper officers of the Company and its corporate seal.
Dated as of ___.




	 	 	 	 	 	 	 	 	 
	ATTEST:	 	VULCAN MATERIALS COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name:	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	Title:	 	Name:	 	 	 	 
	Countersigned:	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	THE BANK OF NEW YORK	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:	 	 	 	 	 	 
	Title:	 	 	 	 	 	 







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Form of Reverse Side of Right Certificate




FORM OF ASSIGNMENT

(To be executed by the registered holder if such

holder desires to transfer the Right Certificate.)




               FOR VALUE RECEIVED                                          hereby sells, assigns and transfers unto                                         



      




(Please
print name and address of transferee)

 this
Right Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
____________ Attorney, to transfer the within Right Certificate on
the books of the within-named Company, with full power of
substitution.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	Signature

	 	 






Signature Guaranteed:




               Signatures must be guaranteed by a member firm of a registered national securities exchange, a member
of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office
or correspondent in the United States.


               The
undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Agreement).



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature

	 	 






Form of Reverse Side of Right Certificate — continued




 FORM OF ELECTION TO PURCHASE




(To be executed if holder desires to exercise

Rights represented by the Right Certificate.)




To: VULCAN MATERIALS COMPANY




              The
undersigned hereby irrevocably elects to exercise ______ Rights represented by this
Right Certificate to purchase the Preference Stock issuable upon the exercise of such Rights and requests
that certificates for such Preference Stock be issued in the name of:




Please insert social security

or other identifying number






 





			
	(Please print name and address)






     If
such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new
Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to:



Please
insert social security 
or other identifying number







 





			
	(Please print name and address)








	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	Signature

	 	 






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Signature Guaranteed:




               Signatures must be guaranteed by a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having
an office or correspondent in the United States.



               
The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement).




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

Signature	 	 
	 
	 

	 	 	 	NOTICE	 	 

	 	 







               The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must
conform to the name as written upon the face of this Right Certificate in every particular, without alteration
or enlargement or any change whatsoever.



               In the event the certification set forth above in the Form of Assignment or the Form of
Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored.



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Exhibit C




SUMMARY OF RIGHTS TO PURCHASE

SHARES OF PREFERENCE STOCK




Introduction




          In connection with the consummation of the transactions contemplated by the Agreement and Plan
of Merger among Vulcan Materials Company (the “Company”), Legacy Vulcan Corp. (“Legacy Vulcan”),
Florida Rock Industries, Inc., Virginia Merger Sub, Inc. and Fresno Merger Sub, Inc., dated as of
February 19, 2007, as amended (the “Merger Agreement”), the Company entered into a rights agreement
with substantially similar terms and conditions as Legacy Vulcan’s Rights Agreement dated as of
October 19, 1998, as amended. On November 16, 2007, the Board of Directors of the Company declared
a dividend of one preference share purchase right (a “Right”) for each outstanding share of common
stock, par value $1.00 per share, of the Company (the “Common Shares”). The dividend is payable on
November 16, 2007 (the “Record Date”) to the stockholders of record on the close of business of
that date. The description and terms of the Rights are set forth in an Agreement (the “Agreement”)
between the Company and The Bank of New York as Rights Agent (the “Rights Agent”). In addition,
the Board of Directors of the Company resolved that that so long as the Rights are attached to the
Common Shares as provided in the Agreement, one additional Right shall be delivered with each
Common Share that shall become outstanding after the Initial Effective Time (as defined in the
Merger Agreement), including but not limited to Common Shares issued upon conversion of any
convertible securities of the Company and the exercise of options to purchase Common Shares granted
by the Company and Common Shares issued in connection with the Florida Rock Merger (as defined in
the Merger Agreement).




Purchase Price




          Each Right entitles the registered holder to purchase from the Company one one-hundredth of a
share of Series A Junior Participating Preference Stock of the Company without par value (the
“Preference Stock”), at a price of $400.00 per one one-hundredth of a share of Preference Stock
(the “Purchase Price”), subject to adjustment.




Flip-In




          In the event that any person or group of affiliated or associated persons acquires beneficial
ownership of 15% or more of the outstanding Common Shares (an “Acquiring Person”), each holder of a
Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be null
and void), will thereafter have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.




Flip-Over




          If the Company is acquired in a merger or other business combination transaction or 50% or
more of its consolidated assets or earning power are sold after a person or group has




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become an Acquiring Person, each holder of a Right (other than Rights beneficially owned by
Acquiring Person, which will be null and void) will thereafter have the right to receive that
number of shares of common stock of the acquiring company which at the time of such transaction
will have a market value of two times the exercise price of the Right.




Distribution Date




          The
distribution date is the earlier of:




          (i) 10 days following a public announcement that a person or group of affiliated or associated
persons have acquired beneficial ownership of 15% or more of the outstanding Common Shares; or




          (ii) 10 business days (or such later date as may be determined by action of the Board of
Directors of the Company prior to such time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial ownership by a
person or group of 15% or more of the outstanding Common Shares.




Transfer and Detachment




          Until the Distribution Date, the Rights will be evidenced, with respect to any of the Common
Share certificates outstanding as of the Record Date, by such Common Share certificate. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares, and transfer of those certificates will also
constitute transfer of these Rights.




          As soon as practicable following the Distribution Date, separate certificates evidencing the
Rights (“Right Certificates”) will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and such separate Right Certificates alone will
thereafter evidence the Rights.




Exercisability




          The Rights are not exercisable until the Distribution Date. The Rights will expire on November
15, 2008 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case, as described below.




Adjustments




          The Purchase Price payable, and the number of Preference Stock or other securities or property
issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent
dilution in the event of stock dividends, stock splits, reclassifications, or certain distributions
with respect to the Preference Stock. The number of outstanding Rights and the number of one
one-hundredths of a share of Preference Stock issuable upon exercise of each



-6-









 






Right are also subject to adjustment if, prior to the Distribution Date, there is a stock
split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common Shares. With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional Preference Stock will be issued
(other than fractions which are integral multiples of one one-hundredth of a share of Preference
Stock, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu
thereof, an adjustment in cash will be made based on the market price of the Preference Stock on
the last trading day prior to the date of exercise.




Preference Stock




          Preference Stock purchasable upon exercise of the Rights will not be redeemable. Each
Preference Stock will be entitled to a minimum preferential quarterly dividend payment of $1 per
share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common
Share. In the event of liquidation, the holders of the Preference Stock will be entitled to a
minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate
payment of 100 times the payment made per Common Share. Each Preference Stock will have 100 votes,
voting together with the Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preference Stock will be entitled to receive
100 times the amount received per Common Share. These rights are protected by customary
antidilution provisions.




          The value of the one one-hundredth interest in a share of Preference Stock purchasable upon
exercise of each Right should, because of the nature of the Preference Stock dividend, liquidation
and voting rights, approximate the value of one Common Share.




Exchange




          At any time after any person or group becomes an Acquiring Person, and prior to the
acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of
Directors of the Company may exchange the Rights (other than Rights owned by the Acquiring Person,
which will have become null and void), in whole or in part, at an exchange ratio of one Common
Share, or one one-hundredth of a share of Preference Stock (subject to adjustment).




Redemption




          At any time prior to any person or group becoming an Acquiring Person, the Board of Directors
of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the
“Redemption Price”). The redemption of the Rights may be made effective at such time on such basis
with such conditions as the Board of Directors in its sole discretion may establish. Immediately
upon any redemption of the Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.




-7-









 





Amendments





          The terms of the Rights may be amended by the Board of Directors of the Company without the
consent of the holders of the Rights, including an amendment to lower certain thresholds described
above to not less than the greater of (i) the sum of .001% and the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially owned by any person or group
of affiliated or associated persons and (ii) 10%, except that from and after such time as any
person or group of affiliated or associated persons becomes an Acquiring Person no such amendment
may adversely affect the interests of the holders of the Rights.




Rights and Holders




          Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder
of the Company, including, without limitation, the right to vote or to receive dividends.




Further Information




          A copy of the Agreement has been filed with the Securities and Exchange Commission as an
Exhibit to a successor Registration Statement on Form 8-K12B dated November 16, 2007. A copy of the
Agreement is available free of charge from the Company. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by reference to the Agreement,
which is hereby incorporated herein by reference.





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