Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Douglas C. Grissom resigned as a Director of Great Lakes Dredge & Dock Corporation (the "Company") and as a member of the Compensation Committee and the Nominating & Corporate Governance Committee effective August 31, 2009.

Mr. Grissom resigned to pursue other opportunities in connection with his position with Madison Dearborn Partners, LLC ("MDP").

Mr. Grissom was a director nominated by MDP in accordance with the terms of the Investor Rights Agreement (the "Investor Rights Agreement"), dated as of December 26, 2006, between the Company, Madison Dearborn Capital Partners IV, L.P., Aldabra Acquisition Corporation and certain other investors. Under the terms of the Investor Rights Agreement, MDP had the right to designate the number of directors to the Company's board that is proportionate to MDP's voting power, as represented by the number of shares owned by MDP. On August 19, 2009, MDP sold all of the shares it held in the Company. As a result, MDP is no longer entitled to designate directors to the Company's board. Thomas S. Souleles, the other director designated by MDP under the Investor Rights Agreement, continues to serve as a director of the Company and as a member of the Compensation Committee and Nominating & Corporate Governance Committee.

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