X0202 4 2006-04-21 0 0000918646 EAGLE MATERIALS INC [EXP/EXPB] 0001342983 Devlin William R 3811 TURTLE CREEK BLVD, STE 1100 DALLAS TX 75219 0 1 0 0 Vice President & Controller Restricted Common Stock Units 2006-04-21 4 A 0 1705 0.00 A 1705 D Common Stock 127 I By 401(k) Plan Non-Qualified Stock Option (Right to Buy) 34.667 2005-04-21 4 A 0 4892 0.00 A 2012-11-08 Common Stock 4892 4892 D On November 8, 2005, the reporting person was granted up to 2,196 Restricted Common Stock Units subject to the satisfaction of certain performance conditions. On April 21, 2006, the performance conditions as of March 31, 2006 were determined to have been satisfied such that 1,705 Restricted Common Stock Units became vested and reportable on such date. The remaining Restricted Common Stock Units have been forfeited. The Restricted Common Stock Unit grant reported above represents these vested Restricted Common Stock Units which are issuable in shares of common stock as follows: one-third of the common stock is issuable immediately; one-third becomes issuable on March 31, 2007; and the remaining one-third becomes issuable on March 31, 2008. The number of shares of common stock underlying such RSUs has been adjusted to reflect a 3-for-1 stock split in the form of a 200% dividend paid by the Company on February 24, 2006. The number of shares of Common Stock reflects a 3-for-1 stock split in the form of a 200% dividend paid by the Issuer on February 24, 2006. In addition, on April 11, 2006, the shareholders of the Issuer approved an amendment to its restated certificate of incorporation to reclassify its existing Common Stock and Class B Common Stock into a new class of common stock. As a result, all of the reporting person's outstanding shares now represent shares of the Issuer's new class of common stock. On November 8, 2005, the reporting person was granted an option to purchase 6,300 shares of Common Stock. On April 21, 2006, the performance conditions as of March 31, 2006 were determined to have been satisfied such that Stock Options vested as to 4,892 shares exercisable as follows: one-third exercisable immediately, one-third exercisable on March 31, 2007; and one-third exercisable on March 31, 2008. The remaining options to purchase shares have been forfeited. The number of shares of common stock underlying such stock options and the exercise price have been adjusted to reflect a 3-for-1 stock split in the form of a 200% dividend paid by the Company on February 24, 2006. /s/ James H. Graass as Attorney-in-Fact for William R. Devlin 2006-04-25