Exhibit
3.2.c





GRANITE
CONSTRUCTION INCORPORATED


A
DELAWARE CORPORATION





AMENDED
BYLAWS


as
of November 5, 2009








ARTICLE
I





OFFICES








Section
1.    Principal Executive
Office.


The principal executive office of the
Corporation designated in these Bylaws is located at:





585 West
Beach Street


Watsonville,
CA 95076





The Board
of Directors is hereby granted full power and authority to fix or change the
location of the principal executive and business offices without amendment to
these Bylaws.








Section
2.    Other
Offices.


Branch or
subordinate offices may at any time be established by the Board of Directors at
any place or places where the Corporation is qualified to do
business.








ARTICLE
II





STOCKHOLDERS








Section
1.    Annual
Meeting.


An annual
meeting of the stockholders, for the election of directors to succeed those
whose terms expire and for the transaction of such other business as may
properly come before the meeting, shall be held at such place, on such date, and
at such time as the Board of Directors shall each year fix.








Section
2.    Special
Meetings.


Special
meetings of the stockholders, for any purpose or purposes prescribed in the
notice of the meeting, may be called only (1) by the Board of Directors pursuant
to a resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board for
adoption) or (2) by the holders of not less than ten percent (10%) of all of the
shares entitled to cast votes at the meeting, and shall be held at such place,
on such date, and at such time as the Board of Directors shall fix. Business
transacted at special meetings shall be confined to the purpose or purposes
stated in the notice.








Section
3.    Notice of
Meetings.


Written
notice of the place, date, and time of all meetings of the stockholders shall be
given, not less than ten (10) nor more than sixty (60) days before the date on
which the meeting is to be held, to each stockholder entitled to vote at such
meeting, except as otherwise provided herein or required by law (meaning, here
and hereinafter, as required from time to time by the Delaware General
Corporation Law or the Certificate of Incorporation of the
Corporation).





When a
meeting is adjourned to another place, date or time, written notice need not be
given of the adjourned meeting if the place, date and time thereof are announced
at the meeting at which the adjournment is taken; provided, however, that if the
date of any adjourned meeting is more than thirty (30) days after the date for
which the meeting was originally noticed, or if a new record date is fixed for
the adjourned meeting, written notice of the place, date, and time of the
adjourned meeting shall be given in conformity herewith. At any adjourned
meeting, any business may be transacted which might have been transacted at the
original meeting.








Section
4.    Quorum.


At any
meeting of the stockholders, the holders of a majority of all of the shares of
the stock entitled to vote at the meeting, present in person or by proxy, shall
constitute a quorum for all purposes, unless or except to the extent that the
presence of a larger number may be required by law.





If a
quorum shall fail to attend any meeting, the chairman of the meeting or the
holders of a majority of the shares of stock entitled to vote who are present,
in person or by proxy, may adjourn the meeting to another place, date, or
time.








Section
5.    Conduct of the Stockholders'
Meeting.


At every
meeting of the stockholders, the President of the Corporation or the Chairman of
the Board (if the Board by resolution so designates) shall act as
Chairman.  Provided, however, if the President and the Chairman are
absent, that the Vice President designated by the President, or in the absence
of such designation any Vice President, or in the absence of the President or
the Chairman of the Board or any Vice President a chairman chosen by the
majority of the voting shares represented in person or by proxy, shall act as
Chairman. The Secretary of the Corporation or a person designated by the
Chairman shall act as Secretary of the meeting. Unless otherwise approved by the
Chairman, attendance at the Stockholders' Meeting is restricted to stockholders
of record, persons authorized in accordance with Section 8 of these Bylaws to
act by proxy, and officers of the Corporation.








Section
6.    Conduct of
Business.


The
Chairman shall call the meeting to order, establish the agenda, and conduct the
business of the meeting in accordance therewith or, at the Chairman's
discretion, it may be conducted otherwise in accordance with the wishes of the
stockholders in attendance.





The
Chairman shall announce the date and time of the opening and closing of the
polls for each matter upon which the stockholders will vote at the
meeting.





The
Chairman shall also conduct the meeting in an orderly manner, rule on the
precedence of, and procedure on, motions and other procedural matters, and
exercise discretion with respect to such procedural matters with fairness and
good faith toward all those entitled to take part. The Chairman- may impose
reasonable limits on the amount of time taken up at the meeting on discussion in
general or on remarks by any one stockholder. Should any person in attendance
become unruly or obstruct the meeting proceedings, the Chairman shall have the
power to have such person removed from participation. Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at a stockholders
meeting except in accordance with the procedures set forth in this Section 6 and
Section 7, below. The Chairman of a meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this Section 6 and
Section 7, and if he should so determine, he shall so declare to the meeting and
any such business not properly brought before the meeting shall not be
transacted.








Section
7.    Notice of Stockholder
Business.


At an
annual or special meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before a meeting, business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (b) properly brought before the meeting by or at the direction of the
Board of Directors, or (c) if an annual meeting, properly brought before the
meeting by a stockholder and (d) if a special meeting, if, and only if, the
notice of a special meeting provides for business to be brought before the
meeting by stockholders and such business is properly brought before the meeting
by a stockholder.





For
business to be properly brought before a meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder proposal to be presented at an
annual meeting shall be received at the Corporation's principal executive
offices not less than 120 calendar days in advance of the date that the
Corporation's (or the Corporation's predecessor's) proxy statement was released
to stockholders in connection with the previous year's annual meeting of
stockholders, except that if no annual meeting was held in the previous year or
the date of the annual meeting has been changed by more than 30 calendar days
from the date contemplated at the time of the previous year's proxy statement,
or in the event of a special meeting, notice by the stockholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made.





A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. Stockholder resolutions shall be no more than five
hundred (500) words in length.





No
resolution shall be put before the stockholders:





a.           which
is not a proper subject for action by stockholders under Delaware
law;





b.           which
is obstructive, frivolous, dilatory or repugnant to good taste;





c.           which
contains any false or misleading statements;





d.           which
relates to the redress of a personal claim or grievance against the Corporation
or any other person, or if it is designated to result in a benefit or interest
that is not shared by the stockholders at large;





e.           which
relates to operations which account for less than five percent of the
Corporation's total assets at the end of its most recent fiscal year, and for
less than five percent of its net earnings and gross sales for its most recent
fiscal year, and is not otherwise significantly related to the Corporation's
business;





f.           which
deals with a matter beyond the Corporation's power to effectuate;








g.           which
deals with a matter relating to conduct of the ordinary business operations of
the Corporation;





h.           which
is counter to or substantially duplicative of a proposal to be submitted by the
Corporation at the meeting;





i.           if
the proposal deals with substantially the same subject matter as a prior
proposal submitted to stockholders in the Corporation's proxy statement and a
form of proxy related to any annual or special meeting of stockholders held
within the preceding five calendar years, it may be omitted from the agenda of
any meeting of stockholders held within three calendar years after the latest
such submission, provided
that:





(i)           if
the proposal was submitted at only one meeting during such preceding period, it
received less than five percent of the total number of votes cast in regard
thereto; or





(ii)           if
the proposal was submitted at only two meetings during such preceding period, it
received at the time of its second submission less than eight percent of the
total number of votes cast in regard thereto; or





(iii)  if
the prior proposal was submitted at three or more meetings during such preceding
period, it received at the time of its latest submission less than ten percent
of the total number of votes cast in regard thereto.








Section
8.    Proxies and
Voting.


At any
meeting of the stockholders, every stockholder entitled to vote may vote in
person or by proxy authorized by an instrument in writing or by a transmission
permitted by law filed in accordance with the procedure established for the
meeting. No stockholder may authorize more than one proxy for his shares. Any
copy, facsimile telecommunication or other reliable reproduction of the writing
or transmission created pursuant to this paragraph may be substituted or used in
lieu of the original writing or transmission for any and all purposes for which
the original writing or transmission could be used, provided that such copy,
facsimile transmission or other reproduction shall be a complete reproduction of
the entire original writing or transmission.





All
voting, including on the election of directors but excepting where otherwise
required by law, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote, or his proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballots, each of which shall state the
name of the stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting. Every vote taken by
ballots shall be counted by an inspector or inspectors appointed by the Chairman
of the meeting. The Corporation may, and to the extent required by law, shall,
in advance of any meeting of stockholders, appoint one or more inspectors to act
at the meeting and make a written report thereof. The Corporation may designate
one or more persons as alternate inspectors to replace any inspector who fails
to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting may, and to the extent
required by law, shall, appoint one or more inspectors to act at the meeting.
Each inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his ability.





Each
director to be elected by the stockholders shall be elected by a vote of a
majority of the votes cast for the election of directors; provided, however,
that if the number of nominees exceeds the number of directors to be elected,
the directors shall be elected by a vote of the holders of a plurality of the
votes cast. For purposes of director elections, a majority of votes cast for a
director means that the number of votes “for” a director exceeds the number of
votes cast “against” that director, with abstentions being excluded. Except as
otherwise required by law, all other matters shall be determined by a majority
of the votes cast affirmatively or negatively. Each stockholder shall have one
vote for every share of stock entitled to vote which is registered in his or her
name on the record date for the meeting, except as otherwise provided herein or
required by law.











Section
9.    Stock
List.


A
complete list of stockholders entitled to vote at any meeting of stockholders,
arranged in alphabetical order for each class of stock and showing the address
of each such stockholder and the number of shares registered in his or her name,
shall be open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten (10) days prior to the meeting, at the principal place of business of the
Corporation, and may also during that period, be kept at the place where the
meeting is to be held.


The stock list shall also be kept at
the place of the meeting during the whole time thereof and shall be open to the
examination of any such stockholder who is present. This list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.








ARTICLE
III





BOARD OF
DIRECTORS








Section
1.    Number and Term of
Office.


The
number of directors shall initially be three (3) and, thereafter, shall be fixed
from time to time exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of authorized directors (whether or
not there exist any vacancies in previously authorized directorships at the time
any such resolution is presented to the Board for adoption). The directors shall
be divided into three classes, as nearly equal in number as reasonably possible,
with the term of office of the first class to expire at the 1991 annual meeting
of stockholders, the term of office of the second class to expire at the 1992
annual meeting of stockholders and the term of office of the third class to
expire at the 1993 annual meeting of stockholders. At each annual meeting of
stockholders following such initial classification and election, directors shall
be elected to succeed those directors whose terms expire for a term of office to
expire at the third succeeding annual meeting of stockholders after their
election. All directors shall hold office until the expiration of the term for
which elected and until their successors are elected, except in the case of the
death, resignation or removal of any director.








Section
2.    Vacancies and Newly Created
Directorships.


Subject
to the rights of the holders of any series of Preferred Stock then outstanding,
newly created directorships resulting from any increase in the authorized number
of directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, removal from office, disqualification or other cause
may be filled only by a majority vote of the directors then in office, though
less than a quorum, and directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of office of
the class to which they have been elected expires.  No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director.








Section
3.    Removal.


Subject
to the rights of the holders of any series of Preferred Stock then outstanding,
any directors, or the entire Board of Directors, may be removed from office at
any time, but only for cause, and only by the affirmative vote of the holders of
at least a majority of the voting power of all of the then-outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class.








Section
4.    Regular
Meetings.


Regular
meetings of the Board of Directors shall be held at such place or places, on
such date or dates, and at such time or times as shall have been established by
the Board of Directors and publicized among all directors.  A notice
of each regular meeting shall not be required.








Section
5.    Special
Meetings.


Special
meetings of the Board of Directors may be called by one-third of the directors
then in office (rounded up to the nearest whole number) or by the chief
executive officer and shall be held at such place, on such date, and at such
time as they or he or she shall fix.  Notice of the place, date, and
time of each such special meeting shall be given each director by whom it is not
waived by mailing written notice not fewer than five (5) days before the meeting
or by telexing, telecopying or personally delivering the same not fewer than
twenty-four (24) hours before the meeting. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special
meeting.








Section
6.    Quorum.


At any
meeting of the Board of Directors, a majority of the total number of authorized
directors shall constitute a quorum for all purposes. If a quorum shall fail to
attend any meeting, a majority of those present may adjourn the meeting to
another place, date, or time, without further notice or waiver
thereof.








Section
7.    Participation in Meetings by
Conference Telephone.


Members
of the Board of Directors, or of any committee thereof, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and such participation shall constitute presence in
person at such meeting.








Section
8.    Conduct of
Business.


At any
meeting of the Board of Directors, business shall be transacted in such order
and manner as the Board may from time to time determine, and all matters shall
be determined by the vote of a majority of the directors present, except as
otherwise provided herein or required by law. Action may be taken by the Board
of Directors without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors.








Section
9.    Lead
Director.


In the
event the Chairman of the Board does not meet the independence requirements of
the rules and regulations of the Securities and Exchange Commission and the
listing standards of the New York Stock Exchange, the Directors shall elect a
Lead Director. The position shall be filled only by a majority vote of the
Directors then in office, though less than a quorum, and the Directors so chosen
shall hold office for a term of two years. If, during the Lead Director’s term,
an independent Chairman is elected by the Board, the Presiding Director’s term
shall immediately terminate, and the duties of the Lead Director shall be
assumed by the Chairman.





TheLead
Director shall preside over all executive sessions of the Board of Directors and
over all meetings at which the Chairman of the Board is not present. In
addition, the Lead Director shall serve as liaison between the Chairman and the
Board of Directors, shall discuss and approve the structure and content of the
Board agenda, and exercise and perform such other powers and duties as may be
from time to time assigned to him by the Board of Directors or prescribed by
these Bylaws.








Section
10.    Powers.


The Board
of Directors may, except as otherwise required by law, exercise all such powers
and do all such acts and things as may be exercised or done by the Corporation,
including, without limiting the generality of the foregoing, the unqualified
power:





1.           To
declare dividends from time to time in accordance with law;





2.           To
purchase or otherwise acquire any property, rights or privileges on such terms
as it shall determine;





3.    To
authorize the creation, making and issuance, in such form as it may determine,
of written obligations of every kind, negotiable or non-negotiable, secured or
unsecured, and to do all things necessary in connection therewith;








4.           To
remove any officer of the Corporation with or without cause, and from time to
time to devolve the powers and duties of any officer upon any other person for
the time being;





5.           To
confer upon any officer of the Corporation the power to appoint, remove and
suspend subordinate officers, employees and agents;





6.           To
adopt from time to time such stock, option, stock purchase, bonus or other
compensation plans for directors, officers, employees and agents of the
Corporation and its subsidiaries as it may determine;





7.           To
adopt from time to time such insurance, retirement, and other benefit plans for
directors, officers, employees and agents of the Corporation and its
subsidiaries as it may determine; and





8.           To
adopt from time to time regulations, not inconsistent with these Bylaws, for the
management of the Corporation's business and affairs.








Section
11.    Compensation of
Directors.


Directors,
as such, may receive, pursuant to resolution of the Board of Directors, fixed
fees and other compensation for their services as directors, including, without
limitation, their services as members of committees of the Board of
Directors.








Section
12.    Nomination of Director
Candidates.


Subject
to the rights of holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation, nominations for the
election of Directors may be made by the Board of Directors or a committee
appointed for that purpose by the Board of Directors or by any stockholder
entitled to vote in the election of Directors generally. However, any
stockholder entitled to vote in the election of Directors generally may nominate
one or more persons for election as Directors at a meeting only if timely notice
of such stockholder's intent to make such nomination or nominations has been
given in writing to the Secretary of the Corporation.





To be
timely, a stockholder nomination for a director to be elected at an annual
meeting shall be received at the Corporation's principal executive offices not
less than 120 calendar days in advance of the date that the Corporation's (or
the Corporation's predecessor's) proxy statement was released to stockholders in
connection with the previous year's annual meeting of stockholders, except that
if no annual meeting was held in the previous year or the date of the annual
meeting has been changed by more than 30 calendar days from the date
contemplated at the time of the previous year's proxy statement, or in the event
of a nomination for a director to be elected at a special meeting, notice by the
stockholder to be timely must be received not later than the close of business
on the tenth day following the day on which such notice of the date of the
special meeting was mailed or such public disclosure was made.





Each such
notice shall set forth: (a) the name and address of the stockholder who intends
to make the nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote for the election of Directors on the date of such
notice and intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (e) the consent of each
nominee to serve as a director of the Corporation if so elected.








In the
event that a person is validly designated as a nominee in accordance with this
Section 11 and shall thereafter become unable or unwilling to stand for election
to the Board of Directors, the Board of Directors or the stockholder who
proposed such nominee, as the case may be, may designate a substitute nominee
upon delivery, not fewer than five days prior to the date of the meeting for the
election of such nominee, of a written notice to the Secretary setting forth
such information regarding such substitute nominee as would have been required
to be delivered to the Secretary pursuant to this Section had such substitute
nominee been initially proposed as a nominee. Such notice shall include a signed
consent to serve as a Director of the Corporation, if elected, of each such
substitute nominee.





If the
Chairman of a meeting where stockholders are to vote for the election of
Directors determines that a nomination of any candidate for election as a
Director at such meeting was not made in accordance with the applicable
provisions of this Section 11, such nomination shall be void; provided, however,
that nothing in this Section 11 shall be deemed to limit any voting rights upon
the occurrence of dividend arrearages provided to holders of Preferred Stock
pursuant to the Preferred Stock designation for any series of Preferred
Stock.








ARTICLE
IV





COMMITTEES








Section
1.    Committees of the Board of
Directors.


The Board
of Directors, pursuant to a resolution adopted by a majority of the total number
of authorized directors (whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is presented to the
Board for adoption), may from time to time designate committees of the Board,
with such lawfully delegable powers and duties as it thereby confers, to serve
at the pleasure of the Board and shall, for those committees and any others
provided for herein, elect a director or directors to serve as the member or
members, designating, if it desires, other directors as alternate members who
may replace any absent or disqualified member at any meeting of the committee.
Any committee so designated may exercise the power and authority of the Board of
Directors to declare a dividend, to authorize the issuance of stock or to adopt
a certificate of ownership and merger pursuant to Section 253 of the Delaware
General Corporation Law if the resolution which designates the committee or a
supplemental resolution of the Board of Directors shall so provide. In the
absence or disqualification of any member of any committee and any alternate
member in his place, the member or members of the committee present at the
meeting and not disqualified from voting, whether or not he or she or they
constitute a quorum, may by unanimous vote appoint another member of the Board
of Directors to act at the meeting in the place of the absent or disqualified
member.








Section
2.Conduct
of Business.


Each
committee may determine the procedural rules for meeting and conducting its
business and shall act in accordance therewith, except as otherwise provided
herein or required by law. Adequate provision shall be made for notice to
members of all meetings; one-third of the authorized members shall constitute a
quorum unless the committee shall consist of one or two members, in which event
one member shall constitute a quorum; and all matters shall be determined by a
majority vote of the members present. Action may be taken by any committee
without a meeting if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of such
committee.











ARTICLE
V





OFFICERS








Section
1.    Generally.


The
officers of the Corporation shall consist of a President, one or more Vice
Presidents, a Secretary, and a Chief Financial Officer and/or a Treasurer. At
the discretion of the Board of Directors, the Corporation shall have a Chairman
of the Board, one or more Assistant Treasurers, and one or more Assistant
Secretaries. The Corporation may also have such other officers as the Board of
Directors may appoint, and such other officers as the President may appoint in
accordance with the provisions of Section 10 of this Article V. The Board of
Directors shall consider the election of officers at its first meeting after
every annual meeting of stockholders. Each officer shall hold office until his
or her successor is elected and qualified or until his or her earlier
resignation or removal. Any number of offices may be held by the same
person.








Section
2.    Chairman of the
Board.


The
Chairman of the Board, if there is a person holding that position, shall, if
present, preside at all meetings of the Board of Directors, and exercise and
perform such other powers and duties as may be from time to time assigned to him
by the Board of Directors or prescribed by these Bylaws.








Section
3.    President.


Subject
to such supervisory powers, if any, as may be given by the Board of Directors to
the Chairman of the Board, if there is a person holding that position, the
president shall be the chief executive officer of the Corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction, and control of the business and the officers 'of the Corporation. He
shall preside at all meetings of the stockholders and, in the absence of the
Chairman of the Board and the Lead Director, or if there be none, at all
meetings of the Board of Directors.  He shall have the general powers
and duties of management usually vested in the office of president of a
corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors or these Bylaws.








Section
4.    Vice
Presidents.


Each Vice
President shall have such powers and duties as may be delegated to him or her by
the Board of Directors. One Vice President shall be designated by the Board to
perform the duties and exercise the powers of the President in the event of the
President's absence or disability.








Section
5.    Chief Financial
Officer.


The Chief
Financial Officer shall keep and maintain or cause to be kept and maintained
adequate and correct books and records of account of the properties and business
transactions of the Corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, retained earnings, and
shares.  The books of account shall at all reasonable times be open to
inspection by any director.





The Chief
Financial Officer shall deposit all monies and other valuables in the name and
to the credit of the Corporation with such depositaries as may be designated by
the Board of Directors, shall render to the President and Directors, whenever
they request it, an account of all of his transactions as Chief Financial
Officer and of the financial condition of the Corporation, and shall have such
other powers and perform such other duties as may be prescribed by the Board of
Directors or by these Bylaws.








Section
6.    Secretary.


The
Secretary shall keep, or cause to be kept, a book of minutes in written form of
the proceedings of the Board of Directors, committees of the Board of Directors,
and stockholders. Such minutes shall include all waivers of notice, consents to
the holdings of meetings, or approvals of the minutes of meetings executed
pursuant to these Bylaws or the General Delaware Corporation Law.  The
Secretary shall keep, or cause to be kept at the principal executive office or
at the office of the Corporation's transfer agent or registrar, a record of its
stockholders, giving the names and addresses of all stockholders and the number
and class of shares held by each.





The
Secretary shall give or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors required by these Bylaws or by law to
be given, and shall keep the seal of the Corporation, if one be adopted, in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board of Directors or these Bylaws.








Section
7.    Delegation of
Authority.


The Board
of Directors may from time to time delegate the powers or duties of any officer
to any other officers or agents, notwithstanding any provision
hereof.








Section
8.    Removal.


Any
officer of the Corporation may be removed at any time, with or without cause, by
the Board of Directors.








Section
9.    Compensation.


The
compensation of the officers shall be fixed from time to time by the Board of
Directors, and no officer shall be prevented from receiving such compensation by
reason of the fact that he is also a director of the Corporation.








Section
10.    Subordinate
Officers.


The
President may appoint such vice presidents and other subordinate officers as the
business of the Corporation may require, each of whom shall have such duties and
such tenure as the President decides. Officers appointed by the President under
this Section 10 shall not be considered corporate level or executive
officers.








Section
11.    Action With Respect to
Securities of Other Corporations.


Unless
otherwise directed by the Board of Directors, the President or any officer of
the Corporation authorized by the President shall have power to vote and
otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.











ARTICLE
VI





STOCK








Section
1.    Certificates of
Stock.


Shares of
the stock of the Corporation may be certificated or uncertificated, as provided
under the General Corporation Law of the State of Delaware. Every holder of
stock represented by certificates, and upon request, every holder of
uncertificated shares, shall be entitled to a certificate signed by, or in the
name of the Corporation by, the President or a Vice President, and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
certifying the number of shares owned by him or her. Any of or all the
signatures on the certificate may be facsimile.








Section
2.    Transfers of
Stock.


Transfers
of certificated and uncertificated stock shall be made only upon the transfer
books of the Corporation kept at an office of the Corporation or by transfer
agents designated to transfer shares of the stock of the Corporation. Upon
issuance, transfer or any transaction of uncertificated stock, the Corporation
shall send to the stockholder a statement that shall set forth the details of
said transaction. If such stock is certificated, except where a certificate is
issued in accordance with Section 4 of Article VI of these Bylaws, an
outstanding certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate or uncertificated stock is issued
therefor.








Section
3.    Record
Date.


The Board
of Directors may fix a record date, which shall not be more than sixty nor fewer
than ten days before the date of any meeting of stockholders, nor more than
sixty days prior to the time for the other action hereinafter described, as of
which there shall be determined the stockholders who are entitled: to notice of
or to vote at any meeting of stockholders or any adjournment thereof; to express
consent to corporate action in writing without a meeting; to receive payment of
any dividend or other distribution or allotment of any rights; or to exercise
any rights with respect to any change, conversion or exchange of stock or with
respect to any other lawful action.








Section
4.    Lost, Stolen or Destroyed
Certificates.


In the
event of the loss, theft or destruction of any certificate of stock, either a
new certificate or uncertificated stock may be issued in its place pursuant to
such regulations as the Board of Directors may establish concerning proof of
such loss, theft or destruction and concerning the giving of a satisfactory bond
or bonds of indemnity.








Section
5.    Regulations.


The
issue, transfer, conversion and registration of certificated and uncertificated
stock shall be governed by such other regulations as the Board of Directors may
establish.











ARTICLE
VII





NOTICES








Section
1.    Notices.


Except as
otherwise specifically provided herein or required by law, all notices required
to be given to any stockholder, director, officer, employee or agent shall be in
writing and may in every instance be effectively given by hand delivery to the
recipient thereof, by depositing such notice in the mails, postage paid, or by
sending such notice by prepaid telegram or mailgram.  Any such notice
shall be addressed to such stockholder, director, officer, employee or agent at
his or her last known address as the same appears on the books of the
Corporation. The time when such notice shall be deemed to be given shall be the
time such notice is received by such stockholder, director, officer, employee or
agent, or by any person accepting such notice on behalf of such person, if hand
delivered, or dispatched, if delivered through the mails or by telegram or
mailgram.








Section
2.    Waivers.


A written
waiver of any notice, signed by a stockholder, director, officer, employee or
agent, whether before or after the time of the event for which notice is to be
given, shall be deemed equivalent to the notice required to be given to such
stockholder, director, officer, employee or agent. Neither the business nor the
purpose of any meeting need be specified in such a waiver.











ARTICLE
VIII





MISCELLANEOUS








Section
1.    Facsimile
Signatures.


In
addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.








Section
2.    Corporate
Seal.


The Board
of Directors may provide a suitable seal, containing the name of the
Corporation, which seal shall be in the charge of the Secretary. If and when so
directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the Treasurer or by an Assistant Secretary or
Assistant Treasurer.








Section
3.    Reliance Upon Books, Reports
and Records.


Each
director, each member of any committee designated by the Board of Directors, and
each officer of the Corporation shall, in the performance of his duties, be
fully protected in relying in good faith upon the books of account or other
records of the Corporation, including reports made to the Corporation by any of
its officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.








Section
4.    Fiscal
Year.


The
fiscal year of the Corporation shall be as fixed by the Board of
Directors.








Section
5.    Time
Periods.


In
applying any provision of these Bylaws which require that an act be done or not
done a specified number of days prior to an event or that an act be done during
a period of a specified number of days prior to an event, calendar days shall be
used, the day of the doing of the act shall be excluded, and the day of the
event shall be included.








ARTICLE
IX





INDEMNIFICATION OF DIRECTORS
AND OFFICERS








Section
1.    Right to
Indemnification.


Each
person who was or is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative ("proceeding"), by reason of the fact that he or
she or a person of whom he or she is the legal representative, is or was a
director, officer or employee of the Corporation or is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation, or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director, officer
or employee or in any other capacity while serving as a director, officer or
employee, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law against all
expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties, amounts paid or to be paid in settlement and amounts
expended in seeking indemnification granted to such person under applicable law,
this Bylaw or any agreement with the Corporation) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer or employee and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however that except
as provided in Section 2 of this Article IX, the Corporation shall indemnify any
such person seeking indemnity in connection with an action, suit or proceeding
(or part thereof) initiated by such person only if such action, suit or
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation. Such right shall be a contract right and shall include the right to
be paid by the Corporation expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however that, if the
Delaware General Corporation Law then so requires, the payment of such expenses
incurred by a director or officer of the Corporation in his or her capacity as a
director or officer, including, without limitation, service to an employee
benefit plan, in advance of the final disposition of such proceeding, shall be
made only upon delivery to the Corporation of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it should be
determined ultimately that such director or officer is not entitled to be
indemnified under this Section 1 or otherwise.








Section
2.Right of
Claimant to Bring Suit.


If a
claim under Section 1 of this Article IX is not paid in full by the Corporation
within twenty (20) days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if such suit is not
frivolous or brought in bad faith, the claimant shall be entitled to be paid
also the expense of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any, has been tendered to this Corporation) that the claimant
has not met the standards of conduct which make it permissible under the
Delaware General Corporation Law for the Corporation to indemnify the claimant
for the amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in circumstances because he or she has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that claimant has not met the applicable standard of
conduct.








Section
3.    Non-Exclusivity of
Rights.


The
rights conferred on any person in Sections 1 and 2 shall not be exclusive of any
other right which such persons may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.








Section
4.    Indemnification
Contracts.


The Board
of Directors is authorized to enter into a contract with any director, officer,
employee or agent of the Corporation, or any person serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including
employee benefit plans, providing for indemnification rights equivalent to or,
if the Board of Directors so determines, greater than, those provided for in
this Article IX.








Section
5.    Insurance.


The
Corporation shall maintain insurance to the extent reasonably available, at its
expense, to protect itself and any such director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.








Section
6.    Effect of
Amendment.


Any
amendment, repeal or modification of any provision of this Article IX by the
stockholders and the directors of the Corporation shall not adversely affect any
right or protection of a director or officer of the Corporation existing at the
time of such amendment, repeal or modification.














ARTICLE
X





AMENDMENTS








The Board
of Directors is expressly empowered to adopt, amend or repeal Bylaws of the
Corporation. Any adoption, amendment or repeal of Bylaws of the Corporation by
the Board of Directors shall require the approval of a majority of the total
number of authorized directors (whether or not there exist any vacancies in
previously authorized directorships at the time any resolution providing for
adoption, amendment or repeal is presented to the Board). The stockholders shall
also have power to adopt, amend or repeal the Bylaws of the Corporation. In
addition to any vote of the holders of any class or series of stock of this
Corporation required by law or by these Bylaws, the affirmative vote of the
holders of at least 66 2/3 percent of the combined voting power of the
outstanding shares of stock of all classes and series of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to adopt, amend or repeal any provisions of the
Bylaws of the Corporation.








CERTIFICATE
OF SECRETARY








I hereby
certify;





That I am
the duly elected and acting Secretary of Granite Construction Incorporated, a
Delaware corporation; and





That the
foregoing Amended Bylaws, comprising eighteen (18) pages, constitute the amended
and restated Bylaws of said corporation as duly adopted by the directors of the
corporation at a duly held meeting of the Board of Directors on February 19,
1991.





IN
WITNESS WHEREOF, I have hereunder subscribed my name and affixed the seal of
said corporation this 5th day of November 2009.











/s/ Michael
Futch


Michael
Futch


Secretary