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EXHIBIT 10.3.C

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of
June 30, 1999, is entered into by and among GRANITE CONSTRUCTION INCORPORATED, a
Delaware corporation (the "Company"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Issuing Bank, and as agent for itself and the Banks (in such
capacity, the "Agent"), and the several financial institutions party to the
Credit Agreement (collectively, the "Banks").

RECITALS

A. The Company, the Banks, the Issuing Bank and the Agent are parties
to a Credit Agreement dated as of June 30, 1997, as amended by a First Amendment
to the Credit Agreement dated as of January 16, 1998, and a Second Amendment to
Credit Agreement dated as of June 30, 1998 (as so amended, the "Prior Credit
Agreement"). The Prior Credit Agreement, as amended by this Amendment, is herein
referred to as the "Credit Agreement".

B. Pursuant to the Prior Credit Agreement, the Banks have extended and
are continuing to extend certain credit facilities to the Company.

C. The Company has requested that the Banks agree to certain amendments
of the Prior Credit Agreement.

D. The Banks are willing to amend the Prior Credit Agreement, subject
to the terms and conditions of this Amendment.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings, if any, assigned to them in the Prior
Credit Agreement.

2. Amendments to Prior Credit Agreement.

(a) Section 1.01 of the Prior Credit Agreement shall be
amended by amending and restating the defined term "Aggregate L/C Commitment" in
its entirety to read as follows:

"Aggregate L/C Commitment" means the
combined L/C Commitments of the Banks, in the initial
amount of $50,000,000, as such amount may be reduced
from time to time pursuant to this Agreement.

(b) Section 1.01 of the Prior Credit Agreement shall be
amended by amending and restating the defined term "Applicable Margin" in its
entirety to read as follows:

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"Applicable Margin" means the per annum
rates of interest specified in the chart below:

Revolving Commitment
--------------------
Term Revolving Term
Commitment Period Period

Reference Rate Loans +0% +0% +0%
Eurodollar Rate Loans +1.000% +1.000% +1.000%
CD Rate Loans +1.125% +1.125% +1.125%

Where:

"Revolving Period" means the period
from the Closing Date to the Revolving
Termination Date; and

"Term Period" means the period from
the Revolving Termination Date to the date
of the final semi-annual payment under
Section 2.07(b).

(c) Section 1.01 of the Prior Credit Agreement shall be
amended by amending and restating the defined term "Letter of Credit" in its
entirety to read as follows:

"Letter of Credit" means any standby letter
of credit Issued by the Issuing Bank pursuant to
Article III, which shall include the Existing Letters
of Credit.

(d) Section 1.01 of the Prior Credit Agreement shall be
amended by amending and restating the defined term "Revolving Termination Date"
in its entirety to read as follows:

"Revolving Termination Date" means
the earlier to occur of:

(a) June 29, 2001; and

(b) The date on which the
Commitments shall terminate in accordance
with the provisions of this Agreement.

Subject to clause (b) of this definition,
the term "Revolving Termination Date" shall be deemed
to refer to any such Revolving Termination Date as
extended from time to time pursuant to, and subject
to the conditions of, Section 2.15.

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(e) Section 1.01 of the Prior Credit Agreement shall be
amended by deleting the defined term "Retention Letter of Credit" and adding the
following defined term in appropriate alphabetical order:

"Third Amendment Effective Date" means the
"Effective Date" under and as defined in the Third
Amendment to Credit Agreement dated as of June 30,
1999 among the Company, the Banks party thereto, the
Issuing Bank and the Agent.

(f) Subsection 2.07(b) of the Prior Credit Agreement shall be
amended and restated in its entirety to read as follows:

(b) The Revolving Credit. The Company agrees to repay
the principal amount outstanding as of the Revolving
Termination Date of the Revolving Loans in ten equal
semi-annual installments (i) beginning on the last Business
Day in December, 2001 (as such date may be extended pursuant
to the terms of and subject to the conditions of subsection
2.15(b)), and (ii) thereafter on the last Business Day of June
and December of each year thereafter, through and including
the last Business Day of June, 2006 (as such date may be
extended pursuant to the terms of and subject to the
conditions of subsection 2.15(b)).

(g) Subsection 2.09(b) of the Prior Credit Agreement shall be
amended by deleting the amount "0.1875%" in the first sentence and inserting
instead the amount "0.20%."

(h) Subsection 2.15(a) of the Prior Credit Agreement shall be
amended and restated in its entirety to read as follows:

(a) Not earlier than April 28, 2000 and not later
than April 30, 2001 and, if the Revolving Termination Date has
previously been extended pursuant to this Section 2.15, not
earlier than the April 30 of the year immediately prior to the
year in which the Revolving Termination Date then occurs, and
not later than the April 30 of the year in which the Revolving
Termination Date then occurs, the Company may, at its option,
request that all the Banks extend the Revolving Termination
Date by one year by means of a letter, addressed to the Agent
and each Bank, substantially in the form of Exhibit I;
provided, however, that notwithstanding the foregoing, the
Revolving Termination Date shall occur on the date that the
Commitments terminate pursuant to Section 9.02 or the
Revolving Commitments are terminated pursuant to Section 2.05.
The Revolving Termination Date shall be extended by one year
if all of the Banks consent (in each Bank's sole and absolute
discretion) to such extension, such consent to be given by
executing and delivering to the Agent, no later than 15
Business Days after its receipt of such letter, a counterpart
of such letter; provided, that, if, one or more Banks decline
to consent to the extension of the Revolving Termination Date,
any Bank's consent to such extension shall be nullified, and
the Revolving Termination Date shall not be extended. If any
Bank fails to execute and deliver

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such letter on or before the expiration of the aforesaid 15
Business Day period, such Bank shall be deemed to have
declined to consent to extend the Revolving Termination Date,
and the Revolving Termination Date shall not be extended.

(i) Clause (iii) of subsection 3.01(b) of the Prior Credit
Agreement shall be amended and restated in its entirety to read as follows:

(iii) the expiry date of any requested Letter of
Credit is (x) more than one year after the date of issuance,
unless the Issuing Bank and the Majority Banks have approved
such expiry date in writing, or (y) after the Revolving
Termination Date, unless all the Banks have approved such
expiry date in writing;

(j) Clause (v) of subsection 3.01(b) of the Prior Credit
Agreement shall be amended and restated in its entirety to read as follows:

(v) such Letter of Credit is for the purpose of
supporting the issuance of any letter of credit by any other
Person, or the Issuance of such Letter of Credit shall violate
any other applicable policies of the Issuing Bank;

(k) Clause (vi) of subsection 3.01(b) of the Prior Credit
Agreement shall be amended and restated in its entirety to read as follows:

(vi) Intentionally Omitted.

(l) Section 3.02 of the Prior Credit Agreement shall be
amended by (i) deleting the parenthetical proviso at the end of clause (ii) of
subsection (a) thereof; and (ii) deleting the parenthetical "(other than a
Retention Letter of Credit)" in each case where it appears in subsection (f)
thereof.

(m) Section 3.07 of the Prior Credit Agreement shall be
amended and restated in its entirety to read as follows:

3.07 Cash Collateral Pledge. Upon the request of the
Agent, if (i) the Issuing Bank has honored any full or partial
drawing request on any Letter of Credit, or (ii) as of the
Revolving Termination Date, any Letters of Credit may for any
reason remain outstanding and partially or wholly undrawn, the
Company shall immediately pay over, pledge and deliver,
pursuant to a security agreement in form and substance
acceptable to the Agent, cash in an amount equal to the
maximum amount available for drawing under any outstanding
Letters of Credit, to the Agent for the benefit of the Banks
as collateral.

(n) The first sentence of Section 3.08 of the Prior Credit
Agreement shall be amended and restated in its entirety to read as follows:

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The Company shall pay to the Agent for the benefit of
the Banks letter of credit fees equal to (i) 1.00% per annum,
in each case of the face amount of outstanding financial
Letters of Credit, and (ii) 0.875% per annum, in each case of
the face amount of outstanding performance Letters of Credit.

(o) Subsections 6.11(c), 8.06(b) and 8.18(b) of the Prior
Credit Agreement shall each be amended by deleting the words "Closing Date" and
inserting instead the words "Third Amendment Effective Date."

(p) Article VI of the Prior Credit Agreement shall be amended
by adding the following Section 6.22 at the end thereof:

6.22 Year 2000. The Company has (a) initiated a
review and assessment of all areas within its and each of its
Subsidiaries' business and operations (including those
affected by customers and vendors) that could be adversely
affected by the "Year 2000 Problem" (that is, the risk that
computer applications and devices containing imbedded computer
chips used by the Company or any of its Subsidiaries (or their
respective customers and vendors) may be unable to recognize
and perform properly date-sensitive functions involving
certain dates prior to and any date after December 31, 1999),
(b) developed a plan and timeline for addressing the Year 2000
Problem on a timely basis, and (c) to date, implemented that
plan in accordance with that timetable. Based on the
foregoing, the Company believes that all computer applications
and devices containing imbedded computer chips (including
those of its and its Subsidiaries' customers and vendors) that
are material to its or any of its Subsidiaries' business and
operations are reasonably expected on a timely basis to be
able to perform properly date-sensitive functions for all
dates before and after January 1, 2000, except to the extent
that a failure to do so could not reasonably be expected to
have a Material Adverse Effect.

(q) Subsections 8.01(i), 8.06(e), 8.18(c) and 8.18(e) of the
Prior Credit Agreement shall each be amended by deleting the amount
"$12,000,000" and inserting instead the amount "$25,000,000."

(r) Section 8.04 of the Prior Credit Agreement shall be
amended by relettering clause (e) to clause (f) and by adding the following new
clause (e) after clause (d):

(e) investments in the Company's stock pursuant to
repurchases thereof permitted under Section 8.09;

(s) Section 8.09 of the Prior Credit Agreement shall be
amended by (i) deleting the amount "$35,000,000" in clause (c) thereof and
inserting instead the amount "$50,000,000;" (ii) deleting the first proviso at
the end of Section 8.09; and (iii) deleting the words "and provided, further"
from the second proviso at the end of Section 8.09 and inserting instead the
word "provided."

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(t) Schedules 6.11(c) [Leases, Dividends and Letters of
Credit], 6.12 [Environmental Matters], 6.18 [Subsidiaries and Equity
Investments], 8.04 [Investment Policy], 8.06 [Contingent Obligations] and 8.18
[Indebtedness] shall each be amended and restated in their entirety to read as
set forth in such Schedules attached hereto.

3. Representations and Warranties. The Company hereby represents and
warrants to the Agent and the Banks as follows:

(a) Both before and after giving effect to this Amendment, no
Default or Event of Default has occurred and is continuing.

(b) The execution, delivery and performance by the Company of
this Amendment and by the Guarantors of their acknowledgment and consent to this
Amendment have been duly authorized by all necessary corporate, partnership and
other action and do not and will not require any registration with, consent or
approval of, notice to or action by, any Person (including any Governmental
Approvals) in order to be effective and enforceable. Each of the Prior Credit
Agreement as amended by this Amendment, the Guaranty and the other Loan
Documents to which the Company or any of its Subsidiaries is a party constitutes
and continues to constitute the legal, valid and binding obligations of the
Company and such Subsidiary party thereto, enforceable against the Company and
such Subsidiaries in accordance with their respective terms, without defense,
counterclaim or offset.

(c) All representations and warranties of the Company
contained in the Prior Credit Agreement, after giving effect to the amendments
to certain Schedules as set forth herein, are true and correct and will be true
and correct on the Effective Date.

(d) The Company is entering into this Amendment on the basis
of its own investigation and for its own reasons, without reliance upon the
Agent and the Banks or any other Person.

4. Effective Date. This Amendment will become effective the date first
above written (the "Effective Date"), provided that each of the following
conditions precedent is satisfied:

(a) The Agent has received in sufficient number for each Bank,
duly executed originals (or, if elected by the Agent, an executed facsimile
copy):

(i) of this Amendment, executed by the Company
and each of the Banks; and

(ii) of the Guarantors' Acknowledgment and
Consent in the form attached hereto,
executed by each Guarantor; and

(b) The Agent has received from the Company and each Guarantor
a copy of a resolution passed by the board of directors (or similar governing
body) of each such Person or its general partner, certified by the Secretary or
an Assistant Secretary of such corporation as being in full force and effect on
the date hereof, authorizing the execution, delivery and

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performance of this Amendment or the Guarantors' Acknowledgment and Consent, as
applicable.

5. Reservation of Rights. The Company acknowledges and agrees that the
execution and delivery by the Agent and the Banks of this Amendment shall not be
deemed to create a course of dealing or otherwise obligate the Agent or the
Banks to execute similar amendments under the same or similar circumstances in
the future.

6. Miscellaneous.

(a) Except as herein expressly amended, all terms, covenants
and provisions of the Prior Credit Agreement are and shall remain in full force
and effect and all references therein and in the other Loan Documents to such
Credit Agreement shall henceforth refer to the Prior Credit Agreement as amended
by this Amendment. This Amendment shall be deemed incorporated into, and a part
of, the Credit Agreement. This Amendment is one of the Loan Documents.

(b) This Amendment shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors and
assigns. No third party beneficiaries are intended in connection with this
Amendment.

(d) This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. Each of
the parties hereto understands and agrees that this document (and any other
document required herein) may be delivered by any party thereto either in the
form of an executed original or an executed original sent by facsimile
transmission to be followed promptly by delivery of a hard copy original, and
that receipt by the Agent of a facsimile transmitted document purportedly
bearing the signature of a Bank or the Company or any Guarantor shall bind such
Bank, the Company, or such Guarantor, respectively, with the same force and
effect as the delivery of a hard copy original. Any failure by the Agent to
receive the hard copy executed original of such document shall not diminish the
binding effect of receipt of the facsimile transmitted executed original of such
document of the party whose hard copy page was not received by the Agent.

(e) This Amendment, together with the Prior Credit Agreement,
contains the entire and exclusive agreement of the parties hereto with reference
to the matters discussed herein and therein. This Amendment supersedes all prior
drafts and communications with respect thereto. This Amendment may not be
amended except in accordance with the provisions of Section 11.01 of the Credit
Agreement.

(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or the
Prior Credit Agreement, respectively.

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(g) Each of the provisions set forth in Article XI of the
Prior Credit Agreement is incorporated herein by this reference and made
applicable to this Amendment.

(h) The Company covenants to pay to or reimburse the Agent,
upon demand, for all costs and expenses (including allocated costs of in-house
counsel) incurred in connection with the development, preparation, negotiation,
execution and delivery of this Amendment.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.

GRANITE CONSTRUCTION
INCORPORATED

By: /s/ William E. Barton
Title: ------------------------------------
William E. Barton
------------------------------------
Sr. Vice President

By: /s/ R.C. Allbritton
Title: ------------------------------------
R.C. Allbritton
------------------------------------
Vice President

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent

By:
----------------------------------------
Title: Managing Director
-------------------------------------

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a Bank
and as Issuing Bank

By:
----------------------------------------
Title: Managing Director
-------------------------------------

BANQUE NATIONALE DE PARIS

By:
----------------------------------------
Title:
-------------------------------------

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(g) Each of the provisions set forth in Article XI of the
Prior Credit Agreement is incorporated herein by this reference and made
applicable to this Amendment.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.

GRANITE CONSTRUCTION
INCORPORATED

By:
----------------------------------------
Title:
-------------------------------------

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent

By: /s/ signature
----------------------------------------
Title: Managing Director
-------------------------------------

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a Bank
and as Issuing Bank

By: /s/ signature
---------------------------------------
Title: Managing Director
------------------------------------

BANQUE NATIONALE DE PARIS

By:
---------------------------------------
Title:
------------------------------------

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(g) Each of the provisions set forth in Article XI of the
Prior Credit Agreement is incorporated herein by this reference and made
applicable to this Amendment.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.

GRANITE CONSTRUCTION
INCORPORATED

By:
----------------------------------------
Title:
-------------------------------------

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent

By:
----------------------------------------
Title:
-------------------------------------

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a Bank
and as Issuing Bank

By:
---------------------------------------
Title:
------------------------------------

BANQUE NATIONALE DE PARIS

By: /s/ Debra Wright
---------------------------------------
Title: Debra Wright
------------------------------------
Vice President

By: /s/ Katherine Wolfe
---------------------------------------
Title: Katherine Wolfe
------------------------------------
Vice President

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UNION BANK OF CALIFORNIA, N.A.

By: /s/ signature
---------------------------------------
Title: Vice President
-----------------------------------

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GUARANTORS' ACKNOWLEDGMENT AND CONSENT

Each of the undersigned Guarantors hereby acknowledges the foregoing
Third Amendment to Credit Agreement (the "Amendment"), consents (without
implying the need for any such acknowledgment or consent) to its terms, and
represents and warrants to the Agent and the Banks that, both before and after
giving effect to the Amendment, its Guaranty remains in full force and effect as
an enforceable obligation of the Guarantor, except as limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws of general applicability
affected the enforceability of creditor rights. Each Guarantor further
represents that the execution, delivery and performance by such Guarantor of
this Acknowledgment and Consent have been duly authorized by all necessary
corporate, partnership and other action and do not and will not require any
registration with, consent or approval of, notice to or action by, any Person
(including any Governmental Approvals) in order to be effective and enforceable.
Each Guarantor remakes as of the Effective Date (as defined in the Amendment)
all of the representations and warranties made by it pursuant to the Guaranty.
Capitalized terms used herein and not otherwise defined have the respective
meanings defined in the Credit Agreement (as defined in the Amendment).

IN WITNESS WHEREOF, each Guarantor has executed this Acknowledgment and
Consent by its duly authorized officers as of this 30th day of June, 1999.

GRANITE CONSTRUCTION COMPANY DESERT AGGREGATES, INC.

By: /s/ William E. Barton By: /s/ David J. Brunton
-------------------------------- ---------------------------------
Name: William E. Barton Name: David J. Brunton
------------------------------ -------------------------------
Title: Senior Vice President & CFO Title: CFO & Assistant Secretary
----------------------------- ------------------------------

By: /s/ R.C. Allbritton By: /s/ Kathleen Kenan
-------------------------------- ---------------------------------
Name: R.C. Allbritton Name: Kathleen Kenan
------------------------------ -------------------------------
Title: Vice President and Treasurer Title: Assistant Secretary
----------------------------- ------------------------------

GRANITE SR91 CORPORATION GG&R, INC.

By: /s/ David H. Watts By: /s/ David H. Watts
-------------------------------- ---------------------------------
Name: David H. Watts Name: David H. Watts
------------------------------ -------------------------------
Title: President & CEO Title: President & CEO
----------------------------- ------------------------------

By: /s/ William E. Barton By: /s/ William E. Barton
-------------------------------- ---------------------------------
Name: William E. Barton Name: William E. Barton
------------------------------ -------------------------------
Title: Senior Vice President & CFO Title: Senior Vice President & CFO
----------------------------- ------------------------------

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WILCOTT CORPORATION INTERMOUNTMN SLURRY SEAL, INC.

By: /s/ David H. Watts By: /s/ David J. Brunton
----------------------------- -----------------------------------
Name: David H. Watts Name: David J. Brunton
--------------------------- ---------------------------------
Title: President and CEO Title: CFO & Assistant Secretary
-------------------------- --------------------------------

By: /s/ William E. Barton By: /s/ Kathleen Kenan
----------------------------- -----------------------------------
Name: William E. Barton Name: Kathleen Kenan
--------------------------- ---------------------------------
Title: Vice President and CFO Title: Assistant Secretary
-------------------------- --------------------------------

BEAR RIVER CONTRACTORS GILC, L.P.
By: GILC, INCORPORATED, sole general partner

By: /s/ David J. Brunton By: /s/ William E. Barton
----------------------------- -----------------------------------
Name: David J. Brunton Name: William E. Barton
--------------------------- ---------------------------------
Title: Chief Financial Officer Title: President and CEO
-------------------------- --------------------------------

By: /s/ Kathleen Kenan By: /s/ R.C. Allbritton
----------------------------- -----------------------------------
Name: Kathleen Kenan Name: R.C. Allbritton
--------------------------- ---------------------------------
Title: Assistant Secretary Title: Vice President and CFO
-------------------------- --------------------------------

POZZOLAN PRODUCTS COMPANY GRANITE SR9l, L.P.
(P.P.C.) By: GRANITE SR91 CORPORATION, sole general
partner

By: /s/ David J. Brunton By: /s/ David H. Watts
----------------------------- -----------------------------------
Name: David J. Brunton Name: David H. Watts
--------------------------- ---------------------------------
Title: CFO and Assistant Secretary Title: President and CEO
-------------------------- --------------------------------

By: /s/ Kathleen Kenan By: /s/ William E. Barton
----------------------------- -----------------------------------
Name: Kathleen Kenan Name: William E. Barton
--------------------------- ---------------------------------
Title: Assistant Secretary Title: Vice President and CFO
-------------------------- --------------------------------

GILC INCORPORATED GTC, INC

By: /s/ William E. Barton By: /s/ William E. Barton
----------------------------- -----------------------------------
Name: William E. Barton Name: William E. Barton
--------------------------- ---------------------------------
Title: President & CEO Title: President & Treasurer
-------------------------- --------------------------------

By: /s/ R.C. Allbritton By: /s/ R.C. Allbritton
----------------------------- -----------------------------------
Name: R.C. Allbritton Name: R.C. Allbritton
--------------------------- ---------------------------------
Title: Vice President & CFO Title: Vice President & Assistant Secretary
-------------------------- --------------------------------

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Incorporated: 1/24/90 - Delaware GRANITE CONSTRUCTION INCORPORATED EIN: 77-0239383
(and wholly-owned subsidiaries)
P.O. Box 50085, Watsonville, CA 95077-5085

Officers: *W.E. Barton, Sr. V.P. & CFO
Directors: B.C. Kelly D.H. Watts, Pres. & CEO *+R.C.Allbritton, V.P. & Treas.
D.H. Watts, Chairman R.A. McDonald *W.G. Dorey, Exec. V.P. & COO M. Futch, V.P. & Sect'y
J.J. Barclay R.E. Miles *P.M. Costanzo, Sr.V.P. & Mgr. HCD *G.M. Higdem, V.P. & Asst. HCD Mgr.
R.M. Brooks G.B. Searle *M.E. Boitano, Sr. V.P. & Branch Div. Mgr. *J.H. Roberts, V.P. & Asst. Branch Div. Mgr.

*M.L. Thomas, V.P. & Dir. Human Resources
*D.R. Grazian, Dir. Of Corp. Taxation
*M. McCann-Jenni, Controller
*Assistant Secretary
+Assistant Financial Officer

GRANITE DESERT SR91 GILC INCORPORATED
CONSTRUCTION AGGREGATES, INC. CORPORATION P.O. Box 50085
COMPANY P.O. Box 11478 P.O. Box 50085 Watsonville, CA 95077
P.O. Box 50085 Palm Desert, CA 92255 Watsonville, CA 95077
Watsonville, CA 95077 Equipment Leasing
Material Sales & Property Heavy/Highway
Heavy/Highway Const. & Development Construction Incorporated: 5/22/95
Material Sales EIN: 77-0406448
Incorporated: 1/4/22 Incorporated: 4/28/93 Incorporated: 6/23/93
EIN: 77-0337518 EIN: 77-0342750 Director:
Acquired: 2/5/90 D.H. Watts, Chairman
Directors: Directors:
EIN: 94-0519552 R. Kremer, Chairman D.H. Watts, Chairman Officers:
M.L. Thomas P.M. Costanzo W.E. Barton, Pres. & CEO
D.J. Brunton W.E. Barton R.C. Allbritton, V.P. & CFO
M. Futch, V.P. & Sect'y
Directors: Officers: Officers: *D.R. Grazian, V.P.
D.H. Watts, Chairman R. Kremer, Chairman, Pres. & D.H. Watts, Pres. & CEO
J.J. Barclay CEO P.M. Costanzo, Sr. V.P.
R.M. Brooks M.L. Thomas, V.P. & Sect'y W.E. Barton, Sr. V.P. &
B.C. Kelly D.J. Brunton, CFO, Treas. & CFO
R.A. McDonald Asst. Sect'y M. Futch, V.P. & Sect'y
R.E. Miles K. Kenan, Asst. Sect'y
G.B. Searle
Officers:
D.H. Watts, President & CEO
*W.G. Dorey, Exec. V.P.
*P.M. Costanzo, Sr. V.P.
*M.E. Boitano, Sr. V.P.
*W.E. Barton, Sr. V.P. & CFO
*+R.C. Allbritton, V.P. & Treas.
M Futch, V.P. & Sect'y
*G.M. Higdem, V.P.
*J.H. Roberts, V.P.
*D.R. Grazian, Dir. of Corp. Tax.
*M. McCann-Jenni, Controller
*M. Donnino, Regional Mgr.
*H. Heilbron, Area Mgr.
*K. Smith, HCD Counsel
*Asst. Sect'y
+Asst. Financial Officer

GG&R, INC.
P.O. Box 30429
Salt Lake City, UT 84130

Holding Company

Incorporated: 1/7/76
Acquired: 5/8/95
EIN: 87-0317516

Director:
D.H. Watts, Chairman

Officers:
D.H. Watts, President & CEO
W.E. Barton, Sr. V.P. & CFO
M. Futch, V.P. & Secretary

BEAR RIVER CONTRACTORS
4130 South 1630 East
St. George, UT 84790
Heavy/Highway Construction - Non-Union
Crusher/Asphalt Plant
Incorporated: 4/23/82 Acquired: 5/8/95 EIN: 87-0307259

Directors:
M. Thomas, Chairman
D. Brunton & K. Kenan

Officers:
M.L. Thomas, President & CEO
D. Brunton, V.P., Sect'y, CFO & Treas.
K. Kenan, Asst. Secretary
S. Gogol, Asst. Secretary

INTERMOUNTAIN SLURRY SEAL, INC. POZZOLAN PRODUCTS COMPANY (PPC)
100 North Warm Springs Road dba GARCO TESTING
Salt Lake City, UT 84130 532 West 3560 South
Highway Construction - Non Union Salt Lake City, UT 84115
Utah and Surrounding States Material Testing - Non-Union
Incorporated: 8/14/48 Incorporated: 1/2/76
Acquired: 5/8/95 EIN: 87-0207591 Acquired: 5/8/95 EIN: 87-0332091

Directors Directors:
M. Thomas, Chairman M. Thomas, Chairman
D. Brunton & K. Kenan D. Brunton & K. Kenan
Officers Officers:
M. Thomas, President & CEO
M. Thomas, President & CEO D. Watson, VP, Secretary & General Mgr.
R. Cahoon, V.P., Sect'y & General Mgr. D. Brunton, Asst. Sect'y, Treas. & CFO
D. Brunton, Asst. Sect'y & CFO K. Kenan, Asst. Secretary
K. Kenan, Asst. Secretary
S. Gogol, Asst. Secretary
S. Gogol, Asst. Secretary

GTC, INC. WILCOTT GRANITE
P.O. Box 50085 CORPORATION CONSTRUCTION
Watsonville, CA 95077 P.O. Box 628 INTERNATIONAL
Watsonville, CA 95077 P.O. Box 50085
Waters Ridge II Ltd. Watsonville, CA 95077
Project Development Heavy/Highway Construction
Heavy/Highway
Incorporated: 10/28/96 Incorporated: 2/6/81 Construction
EIN: 77-0446298 Acquired: 2/5/90 non-domestic
EIN: 94-2717069
Director: Incorporated: 7/31/97
D.H. Watts, Chairman Directors: EIN: 77-0466093
D.H. Watts, Chairman
Officers: W.G. Dorey Directors:
W.E. Barton, Pres. & Treas. W.E. Barton D.H. Watts, Chairman
M. Futch, V.P. & Sect'y W.E. Barton
R.C. Allbritton, V.P., Asst. Officers: W.G. Dorey
Sect'y & Asst. Treas. D.H. Watts, Pres. & CEO P.M. Costanzo
M.F. Donnino, V.P. W.G. Dorey, Exec. V.P.
S.D. Wolcott, V.P. W.E. Barton, Sr. V.P. & Officers:
CFO D.H. Watts, Pres. & CEO
M. Futch, V.P. & Sect'y *W.G. Dorey, Exec. V.P.
*P.M. Costanzo, Sr. V.P.
*M.E. Boitano, Sr. V.P.
*W.E. Barton, Sr. V.P. & CFO
*R.C. Allbritton, V.P. & Treas.
M. Futch, V.P. & Sect'y
*G.M. Higdem, V.P.
*D.R. Grazian, Dir. of Corp. Tax

*Asst. Sect'y

GRANITE CONSTRUCTION INCORPORATED
SCHEDULE 6.11(c)

LEASES: (GCC AS LESSEE)
- ---------------------------------
Annual
Lessor Description Maturity Payments
- --------------------------------------------------------------------------------------------------------

Arizona State Labor Department Pit 01/31/00 21,318
Associates Construction Equipment 04/30/99 15,921
Associates Construction Equipment 04/30/99 276,500
Associates Construction Equipment 12/31/00 343,243
Associates Construction Equipment 04/30/00 141,504
Associates Construction Equipment 06/30/00 28,188
Associates Construction Equipment 09/30/00 145,152
Associates Construction Equipment 03/31/00 29,028
Associates Construction Equipment 12/31/00 203,310
Associates Construction Equipment 07/31/00 27,076
Associates Construction Equipment 09/30/01 24,356
Associates Construction Equipment 01/31/02 91,980
Associates Construction Equipment 04/30/00 112,574
Centerpoint Plaza Office Building 05/30/99 25,000
Chemical Lime Company of Arizona Plant Property 10/31/07 633,333
Chevron USA Inc. Pit Monthly 2,400
Crawford Pit 12/31/99 40,000
French, Warren R., and Mabel L. Office Building 04/30/03 5,760
GE Capital Modular Space Office Building 11/30/01 7,260
Gibbons Realty Company Building 05/08/05 30,000
Granite Rock Company Office & Yard 12/31/00 177,440
Hansen, Clarence & Sinnott Quarry Property 07/31/99 29,167
Harper Contracting Inc. Quarry Property 04/06/03 144,000
IBM Credit Corporation Computer Hardware 01/01/00 241,740
I. Christensen & Bruno Benna Office Building 03/31/99 3,750
Jackling Aggregate Limited Pit 12/31/05 72,000
Julia C. Matthews Pit Monthly 24,000
Komatsu Equipment Co. Construction Equipment 04/30/00 261,008
Kern Front Oil Company Pit Monthly 1,200
Little Rock Sand & Gravel Pit 04/30/01 173,472
L.R. Peterson and E.W. McGah Pit 01/02/06 75,000
Maria Bazzi Pit 12/31/00 62,783
Meredit, Parker, Key, Bath Pit 12/31/03 283,755
M.L. Hillcock & B.C. Hillcock Pit 01/31/01 14,188
Parc Center Office Building 11/30/00 271,969
Pebble Beach Corporation Pit 12/31/00 22,000
Rae Barker Trust Pit 12/31/01 2,000
R. Jay Deserpa Company Yard 12/31/08 12,000
Recupido, Fredrick Office Building 11/30/03 20,000
Sister Margaret Patricia McCarran Plant Property 12/31/00 10,000
Sopori Land & Cattle Company Quarry Property 08/31/01 13,500
Standard Hill Mining Company Pit 02/28/03 18,000
Tejon Ranch Company Plant Property 10/31/99 20,000
Topo Ranch (Singleton Group) Pit 06/30/07 22,500
Walker Development Pit 12/31/09 75,000
Wells Family Members Pit 12/31/01 25,000
Westem Pacific Railroad Co. Pit 06/01/01 50,000
Woodland - Reiff Pit 05/31/03 2,000
Woodland - Schneegas Pit 05/31/03 750
- ------------------------------------------------------------------------------------------------------
$4,332,125

GRANITE CONSTRUCTION INCORPORATED
SCHEDULE 6.11(c)

LEASES: (DESERT AGGREGATES AS LESSEE)
- ----------------------------------------------------------------------------------------------------

Raymond J. Fanchon/L. Muller Pit 03/07/16 24,000
William Barry Shannon Pit 02/29/96 7,200
- ----------------------------------------------------------------------------------------------------
$31,200

LEASES: (BRC AS LESSEE)
- ----------------------------------------------------------------------------------------------------

SCACH, Inc. Office Building 03/01/02 32,136
Associate Leasing Construction Equipment 09/30/99 30,640
- ----------------------------------------------------------------------------------------------------
$62,776

LEASES: (PPC AS LESSEE)
- ----------------------------------------------------------------------------------------------------

S W Souvall Company Office Building 6/30/99 5,871
- ----------------------------------------------------------------------------------------------------
$5,871

DIVIDENDS: (GCI OBLIGATION) MATURITY AMOUNT
- ----------------------------------------------------------------------------------------------------

Second Quarter 1999 $.07 dividend
declared for holders of record as of June 30,1999 (approximately) 07/16/99 $1,902,950
- ----------------------------------------------------------------------------------------------------

LETTERS OF CREDIT:
- ----------------------------------------------------------------------------------------------------
BENEFICIARY TYPE SECURED LENDER MATURITY AMOUNT
- ----------------------------------------------------------------------------------------------------

Chase Bank of Texas (Camino Columbia) Performance N B of A 05/26/00 10,016,400
Worker=s Compensation (GCC) Performance N B of A OPEN 2,334,343
Granite SR91 L.P. (SR91 Corp. & GCI) Performance N B of A 07/14/00 2,044,461
- ----------------------------------------------------------------------------------------------------
$14,395,204
-----------
$20,730,126
-----------

GRANITE CONSTRUCTION INCORPORATED
SCHEDULE 6.12
ENVIRONMENTAL MATTERS

Granite Construction in the normal course of business utilizes petroleum
(hydrocarbon) products which may be considered hazardous materials when
encountered at regulatory levels established by the Federal EPA or the Regional
State EPA. The utilization of these asphalt products, diesel, and gasoline over
the years of operations have the potential of creating exposure to environmental
clean up requirements. All underground tanks meet current requirements. There is
no pending government ordered clean up requirements. However, the following
represents estimates based on construction industry housekeeping practices as
encountered during our normal course of business. Except as indicated with an
"*", these costs do not represent actual identified exposures.

- -------------------------------------------------------------------------------------------------------
LOCATIONS DESCRIPTION AMOUNT
- -------------------------------------------------------------------------------------------------------

Arvin, CA Asphalt Batch Plant 100,000
Arvin, CA Surface Spills 50,000
Bakersfield, CA Surface Spills 100,000
Bakersfield, CA Diesel Aboveground Storage Tanks 25,000
Bakersfield, CA Asphalt Batch Plant 100,000
Coalinga, CA Asphalt Batch Plant 50,000
Felton, Ca Asphalt Batch plant 200,000
French Camp, CA Diesel/Gasoline Underground Storage Tanks 10,000
Gardnerville, NV Surface Spills 25,000
Gardnerville, NV Asphalt Batch Plant 50,000
lndio, CA Massey Shop/Smitty's Garage Cleanup 50,000
Palmdale, CA Surface Spills 10,000
Palmdale, CA Asphalt Batch Plant 50,000
Patrick, NV Asphalt Batch Plant 75,000
Patrick, NV Surface Spills 50,000
Sacramento, CA Diesel/Gasoline Underground Storage Tanks 50,000
Sacramento, CA Asphalt Batch Plant 300,000
Sacramento, CA Surface Spills 200,000
Sacramento, CA Diesel Aboveground Storage Tanks 50,000
Sacramento, CA Shop Area Cleanup 50,000
Salinas, CA Surface Spills 250,000
Santa Barbara, CA Surface Spills 200,000
Santa Barbara, CA Asphalt Batch Plant 50,000
Santa Cruz, CA Santa Cruz Yard Cleanup 250,000
Sparks, NV Diesel/Gasoline Underground Storage Tanks 100,000
Tracy, CA Asphalt Batch Plant 75,000
Tracy, CA Surface Spills 25,000
Tucson, AZ Surface Spills 25,000
Watsonville, CA Surface Spills 50,000
Webb, UT * Asphalt Batch Plant 1,400,000
Whitehall, UT * Asphalt Batch Plant 55,000
Salt Lake City, UT * Concrete Batch Plant 250,000
Salt Lake County, UT * Surface Spills 30,000
Weber County, UT (Ogden) * Surface Spills 100,000
Salt Lake County, UT (CPC) * Aggregate and smelter site 1,250,000
Cahoon, UT * Surface Spills 100,000
Fireclay Battery, UT * Surface Spills 25,000
- -------------------------------------------------------------------------------------------------------
$5,830,000
- -------------------------------------------------------------------------------------------------------

GRANITE CONSTRUCTION INCORPORATED
SCHEDULE 6.18
SUBSIDIARIES AND EQUITY INVESTMENTS

- -------------------------------------------------------------------------------------------------------

COMPANY DESCRIPTIONS QUANTITY INVESTMENT MARKET
VALUE 05/31/99
- -------------------------------------------------------------------------------------------------------

Perini Corporation Common Stock 100 shares 2,879
Calmat Company Common Stock 100 shares 2,384
Cascade Corporation Common Stock 100 shares 2,812
TIC Holdings Minority Interest 257,126 Shares 27,986,746
CPTC L.P./SR9l L.P. Joint Venture 326,332
Waters Ridge II LLP 1,344,803
Waters Ridge (Phase II) LLP 5,048,533
Granite Regional Park LLP 1,611,066
Kiewit/Granite (TCA) Joint Venture 365,611
Kiewit/Granite (KG Leasing) Joint Venture 3,040,899
Kiewit/Granite/MK (Wasatch) Joint Venture 2,249,343
Kiewit/Granite/MK (KGW Leasing) Joint Venture 7,887,973
Kiewit/Granite (E. Dam) Joint Venture 2,034,448
Yonkers/Granite(Atlantic City) Joint Venture 5,549,834
Western Summit/TIC/Granite (UTOY) Joint Venture 291,582
WS/TICGranite (UTOY Leasing) Joint Venture 326,405
Granite/Kiewit(Tongue River) Joint Venture 66,967
Granite/Sundt(ADOT) Joint Venture 23,679
Kiewit/Granite/MK(UTA) Joint Venture 115,000
- -------------------------------------------------------------------------------------------------------
$58,277,296
- -------------------------------------------------------------------------------------------------------

GRANITE CONSTRUCTION INCORPORATED
SCHEDULE 8.04
INVESTMENT POLICY

GRANITE CONSTRUCTION INCORPORATED
INVESTMENT POLICY GUIDELINES
EFFECTIVE: JANUARY 1, 1999
Revised: June 30, 1999

PURPOSE

Within the spectrum of activities of this Corporation, it is necessary to
provide a framework for the regular and continuous management of its investment
funds. Short term and intermediate term investments provide earnings on excess
cash while maintaining liquidity and working funds for the present and future
operations.

INVESTMENT OBJECTIVES

In order to provide control of all investments and cash, the Corporation has
established the following objectives regarding its investment policy:

- - Safety - the primary objective of the investment activities of the
Corporation is protection of capital. Each investment transaction shall
seek to first ensure that capital losses are avoided, whether they are
from securities defaults or erosion of market value.

- - Liquidity - the investment portfolio must be structured in a manner
that will provide sufficient liquidity to pay the obligations of the
Corporation. Any excess cash above the aforementioned requirements may
be invested in instruments with longer maturity.

- - Diversification - the investment activity must ensure diversification
of investments that minimizes risk exposure to any one security and/or
issuer.

- - Investment Return - the Corporation seeks to maximize the return on all
investments within the constraints of safety and liquidity.

DURATION

The duration of the portfolio including escrows and deposits shall be consistent
with the cash needs as determined by the cash forecast. Cash investments are
restricted to the average duration of one (1) year from date of settlement. Any
investments with longer maturity than one year must be invested in instruments
issued by, guaranteed by, or insured by the U.S. Government or any of its
agencies. The average portfolio duration of escrows and deposit agreements shall
not exceed five (5) years.

Short-term investments shall be defined as instruments maturing in ninety-one
(91) days or more.

MARKETABILITY

Holdings should be of sufficient size and held in issues which are traded
actively (except time deposits, loan participation, and master notes) to
facilitate transactions at a minimum cost and accurate market valuations.

TRADING

The following individuals are authorized traders:

Roxane C. Allbritton, Vice President/Treasurer
Jigisha Desai, Cash Manager
Mary McCann-Jenni, Controller

Page 1 of 3
21

Any individual transaction conforming to the policy set forth herein or, any
transaction of an Investment Manager not conforming to the respective Investment
Manager's policy shall be approved by one of the following officers or, any
transaction not conforming to the policy set forth herein must be approved by
any two of the following officers:

D.H. Watts W.E. Barton
W.G. Dorey M.E. Boitano

DEALERS AND BANKS FOR TRADING

The following institutions are authorized dealers:

BA Securities
ING Baring Furman Selz
Lehman Brothers
Merrill Lynch
Salomon Smith Barney

All purchased investments will be delivered to Bank of New York for safekeeping
and paid for upon receipt.

SAFEKEEPING

The banks designated as safekeeping depositories in order of choice are:

Bank of America, Glendale, CA (Wentworth, Hauser & Violich)
Bank of New York (BNY Western Trust Company)

Each financial institution must provide timely confirmation/safekeeping receipts
on all investment transactions and provide monthly transaction reports.

ESCROW

Escrows in lieu of retention are allowed at the following:

Bank of America (formerly Nations Bank, Texas)*
Bank One, Arizona*
Merrill Lynch Trust Company
Nevada Highway Fund (State of Nevada Treasury)*
SunTrust Bank, Georgia*
Union Bank of California
US Trust of California
Zions Bank, Utah* *Required by Owner

The types of investments will be guided by the terms of the escrow, but in all
cases the investment will be governed by the investment policy. *Required by
Owner.

Banks not listed, but required by escrow agreement, will also be acceptable.

REPORTING

- - Daily - An investment transaction sheet, sequentially numbered will be
processed for approval by an authorized offer.

- - Weekly and Monthly - A portfolio will be provided to the President,
Chief Financial Officer and all traders.

- - For FASB 115 purposes, the Corporation classifies all fixed income
investments as "Held to Maturity."

Page 2 of 3
22
GRANITE CONSTRUCTION INCORPORATED
INVESTMENT POLICY GUIDELINES
EFFECTIVE: JANUARY 1,1999

- -----------------------------------------------------------------------------------------------------------------------------------
ELIGIBLE INVESTMENTS MINIMUM CREDIT QUALITY CONCENTRATION CONCENTRATION
BY BY
ISSUER PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------------

Obligations issued by U.S. Government N/A No Maximum No Maximum
limited to:
U. S. Treasury Bills/Bonds/Notes
- --------------------------------------------------------------------------------------------------------------------------------
Obligations of agencies of the U.S. $1,000,000 or 10% of total 25%
Government limited to: N/A portfolio (whichever is
Federal Farm Credit Bank greater)
Federal Home Loan Bank
Federal Home Loan Mortgage Corp.
Federal National Mortgage Association
Student Loan Marketing Association
- --------------------------------------------------------------------------------------------------------------------------------
Obligations collateralized by U.S. Fully collateralized by U.S. $1,000,000 or 10% of total 25%
Government securities limited to: Gov't and Agency securities portfolio (whichever is
Repurchase Agreements included in these guidelines. greater)
Reverse Repurchase Agreements Collateral value plus accrued
interest must exceed and be
maintained at level exceeding
value of agreement.
- --------------------------------------------------------------------------------------------------------------------------------
Obligations issued by U.S. owned Limited to Top 25 U.S. Banks by $1,000,000 or 10% of total 50%
domestic commercial banks limited to: deposit and assets. Short-Term portfolio (whichever is
Banker's Acceptance rating of A-1/P-1, or Long-Term greater)
Certificate of Deposit rating of AAA/NR or AA/Aa (at
the time of purchase)
- --------------------------------------------------------------------------------------------------------------------------------
Obligations issued by U.S. bank Limited to Top 25 U.S. Banks by $1,000,000 or 10% of total 40%
subsidiaries of Non U.S. Bank limited to: deposit and assets. Short-Term portfolio (whichever is
Yankee Banker's Acceptance rating of A-1/P-1, or Long-Term greater)
Yankee Certificates of Deposit rating of AAA/NR or AA/Aa (at
(all securities U. S. dollar denominated) the time of purchase)
- --------------------------------------------------------------------------------------------------------------------------------
Obligations of major U.S. corporations Any TWO of three rating $1,000,000 or 10% of total 50%
and U.S. holding companies limited to: services: A-1/P-1/D-1 S&P, portfolio (whichever is
Commercial Paper Moody's, Duff & Phelps (at the greater)
time of purchase)
- --------------------------------------------------------------------------------------------------------------------------------
Loan Participation Same as commercial paper credit $1,000,000 or 10% of total 25%
Master Notes quality requirements portfolio (whichever is
greater)
- --------------------------------------------------------------------------------------------------------------------------------
Money Market Funds Any TWO of three rating $1,000,000 or 10% of total 50%
services: AAAm/Aaa/AAA S&P, portfolio (whichever is
Moody's, Duff & Phelps (at the greater)
time of purchase)
- --------------------------------------------------------------------------------------------------------------------------------
Taxexempt investments limited to: S&P: A-1, AA or better, Sp-1 $1,000,000 or 10% of total 25%
Commercial Paper AND Moody's: P-1, Aa or better, portfolio (whichever is
Floating Rate Put Bonds VMIG-1 greater)
Floating Rate Put Notes
Municipal Notes
Municipal Bonds
- --------------------------------------------------------------------------------------------------------------------------------

Page 3 of 3
23
GRANITE CONSTRUCTION INCORPORATED
SCHEDULE 8.06
CONTINGENT OBLIGATIONS

Granite Construction Company has a $50.1MM design-build contract to construct
the Camino Columbia Toll Road near Laredo, Texas. (GCl as a Guarantor)

GRANITE CONSTRUCTION INCORPORATED
SCHEDULE 8.18
INDEBTEDNESS

- -------------------------------------------------------------------------------------------------------
LENDER TYPE SECURED INTEREST MATURITY BALANCE
Y/N RATE 05/31/99
- -------------------------------------------------------------------------------------------------------

Raymond Flaschbarth (GOC) Land Acquisition N 8.00% 06/30/00 260,000
C.B. Concrete Company, Inc. (GCC) Acquisition N 6.50% 04/14/02 2,055,564
Rosemary's Mountain (GCC) Land Acquisition N 8.82% Open 1,700,000
Glendale Property (GCC) Land Acquisition N 6.50% 12/31/07 1,732.736
Scach, Inc (BRC) Acquisition N 6.50% 04/14/02 178,833
- -------------------------------------------------------------------------------------------------------
$5,927,133
==========

NOTE: PLEASE SEE SCHEDULE 6.11(c) FOR CAPITALIZED LEASES.