1 EXHIBIT 10.7.a GRANITE CONSTRUCTION INCORPORATED KEY MANAGEMENT DEFERRED INCENTIVE COMPENSATION PLAN Amendment No. 1 - -------------------------------------------------------------------------------- WHEREAS, Granite Construction Incorporated (the "Company") maintains the Granite Construction Incorporated Key Management Deferred Incentive Compensation Plan (the "Plan") for the benefit of its eligible employees; and WHEREAS, the Company desires to modify the Plan's distribution provisions. NOW, THEREFORE, Section 7(c) of the Plan is hereby amended as follows, effective as of January 1, 1999: (c) Timing Of Distributions. Subject to Sections 7(d), 7(g) and 10, the distribution of the balance of a Participant's Account will be made or begin as soon as practicable following the earliest of the following events: - Occurrence of the date set forth in the Participant's deferral form. - The Participant's disability, as determined under the Company's Long Term Disability Plan. - The Participant's "retirement" under the Company's tax-qualified retirement plans; provided, however, that a Participant may elect to have his or her distribution be made or begin not later than five years after such retirement." - The Participant's death. 2 To record the adoption of this Amendment No. 1 to the Plan, the Company has caused it to be executed this 23 day of April 1999. GRANITE CONSTRUCTION INCORPORATED By /s/ David H. Watts ----------------------------------- DAVID H. WATTS, PRESIDENT & CEO By /s/ Michael Futch ----------------------------------- MICHAEL FUTCH, SECRETARY -2-