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Explanation of Responses:
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1)
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Disposed of pursuant to merger agreement between issuer, Vulcan Materials Company, Virginia Holdco, Inc. and certain related parties in exchange for either (1) 0.63 shares of Virginia Holdco, Inc. common stock having a market value of $82.77 per share on the effective date of the merger and cash in lieu of fractional shares, determined by multiplying the fractional share amount by the closing price on the NYSE for Vulcan Materials Company common stock on the last trading day immediately preceding the effective date of the merger, (2) $67.00 in cash, or (3) a combination thereof, subject to proration based on the terms of the merger agreement.
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2)
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Shares held by John D. Baker II Living Trust for which the reporting person serves as trustee.
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3)
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Shares held directly by the reporting person.
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4)
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Shares held by separate trust created under the Cynthia L. Baker Trust, U/A/D April 30, 1965, of which the reporting person is a trustee and an income beneficiary. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The Cynthia L. Baker Trust has been subdivided resulting in a decrease in the reporting person's beneficial ownership from 375,000 shares to 125,000 shares.
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5)
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Shares held by Baker Holdings, L.P. The reporting person shares voting and dispositive power over all the shares held by Baker Holding, L.P. and has a pecuniary interest in a portion of the shares. The reporting person disclaims beneficial interest in these shares except to the extent of his pecuniary interest therein.
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6)
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Shares held by Edward L. Baker II Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, Edward L. Baker II. The reporting person disclaims beneficial interest in these shares.
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7)
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Shares held by John D. Baker III Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, John D. Baker III. The reporting person disclaims beneficial interest in these shares.
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8)
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Shares held by Susan Anne Baker Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's daughter, Susan Anne Baker. The reporting person disclaims beneficial interest in the shares.
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9)
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Shares held as beneficiary of the Issuer's Employee Benefit Plan (TRAESOP).
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10)
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Shares held by John D. Baker II Irrevocable Trust #1. This trust is administered by an independent trustee and is for the benefit of the reporting person's spouse and children. The reporting person disclaims any beneficial interest in these shares.
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11)
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Shares held by John D. Baker II Irrevocable Trust #2. This trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, Edward L. Baker II. The reporting person disclaims beneficial interest in these shares.
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12)
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Shares held by STABANCO, nominee of SunTrust Bank. These shares are held in a fiduciary account (in a trust in which SunTrust Bank and the reporting person's brother are trustees) and to which the reporting person has potential income rights. The reporting person disclaims beneficial interest in the shares held by such trust except to the extent of his pecuniary interest therein.
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13)
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Shares held by the Crusher Run Partners, LP Charitable Remainder Unitrust. This trust is administered by John D. Baker II as trustee. The reporting person disclaims beneficial interest in the contributed shares, except to the extent of his pecuniary interest therein.
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14)
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Shares are held by the reporting person's wife, Anne Doris Baker.
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15)
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This option was cancelled in the merger in exchange for a cash payment of $1,678,303.56 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.
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16)
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This option was cancelled in the merger in exchange for a cash payment of $1,779,637.50 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.
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17)
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This option was cancelled in the merger in exchange for a cash payment of $1,670,287.50 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.
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18)
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This option was cancelled in the merger in exchange for a cash payment of $1,394,212.50 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.
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19)
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This option was cancelled in the merger in exchange for a cash payment of $656,325.00 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.
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20)
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This option was cancelled in the merger in exchange for a cash payment of $229,950.00 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.
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21)
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This option was cancelled in the merger in exchange for a cash payment of $285,480.00 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement.
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