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I 0�� ems' �I� M4(aa(. -0e), <br />ACTION BY WRITTEN CONSENT <br />IN LIEU OF AN ANNUAL MEETING OF <br />THE BOARD OF DIRECTORS <br />OF <br />OLDCASTLE SW GROUP, INC. <br />January 5, 2011 <br />The undersigned, being all of the members of the Board of Directors (the "Boar(r") of Oldcastle <br />SW Group, Inc,, a Colorado corporation (the "Co►poratimt "), do hereby, pursuant to §7 -108 -202 of the <br />Colorado Business Corporation Act, give this written consent (a) to the dispensation of an annual meeting <br />of the Board of the Corporation, and (b) to the taking of the following actions, such actions to have the <br />same force and effect had a meeting been duly called and held: <br />WHEREAS, each of the officers of the Corporation resigned effective as of January 5, 2011; and <br />WHEREAS, the Bylaws of the Corporation provide for the annual election of officers by the <br />Board of the Corporation; <br />NOW THEREFORE, BE IT RESOLVED, that the following is a list of current officers of the <br />Corporation, elected to serve, effective January 5, 2011, until the next annual meeting of the Board or <br />until their respective successors shall have been duly elected and qualified: <br />Scott Parson Chief Executive Officer <br />Richard D. Umbel President <br />_ Pete Siegmund Vice President - Resource/Environmental <br />Thomas Lyons Gen, Manager - B &B Excavating <br />Kyle High Gen, Manager - Four Conners Materials & Waycor <br />Materials <br />Lowell Layeock <br />Phillip D. Raimer <br />Greg Homan <br />Kyle Alpha <br />Chase Vernieuw <br />Chief Financial Officer /Assistant Secretary <br />Chief Financial Officer /Assistant Secretary <br />Tellurkle Gravel a►td B&B E.teavating <br />General Manager — Tellra -He Gravel <br />General Manager — Utiited Compa►tles <br />Secretary <br />