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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12

 

MYR Group Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
		(5)		Total fee paid:
o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

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MYR GROUP INC.
THREE CONTINENTAL TOWERS
1701 GOLF ROAD, SUITE 3-1012
ROLLING MEADOWS, IL 60008-4210

March 23, 2010

Dear Fellow Stockholder:

        You are cordially invited to attend the 2010 Annual Meeting of Stockholders of MYR Group Inc. We will hold the Annual Meeting at 9:00 a.m. local time on Friday, May 21, 2010, at the DoubleTree Hotel, 75 West Algonquin Road, Arlington Heights, Illinois 60005. The doors to the facilities will open for admittance at 8:30 a.m. local time.

        At the Annual Meeting, stockholders will elect directors; vote on the MYR Group Inc. Senior Management Incentive Plan, the MYR Group Inc. 2007 Long-Term Incentive Plan, and the ratification of the selection of independent auditors; and consider any other business properly presented at the meeting. We will also report on our business and provide time for you to ask questions.

        You may vote by mailing your properly executed proxy card or by voting in person at the Annual Meeting.

        Only stockholders of record at the close of business on March 22, 2010, are entitled to vote at the Annual Meeting or any postponements or adjournments thereof.

        Your vote is important to us. Please complete and return your proxy card by mail as soon as possible.

		Sincerely yours,
		William A. Koertner Chairman, President and Chief Executive Officer

YOUR VOTE IS IMPORTANT

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MYR GROUP INC.
Three Continental Towers
1701 Golf Road, Suite 3-1012
Rolling Meadows, IL 60008-4210

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        NOTICE OF 2010 ANNUAL MEETING OF STOCKHOLDERS
OF MYR GROUP INC.

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TIME AND DATE:		9:00 a.m. local time on Friday, May 21, 2010
PLACE:		DoubleTree Hotel 75 West Algonquin Road Arlington Heights, Illinois 60005
ITEMS OF BUSINESS:		(1)		To elect three Class III directors;
		(2)		To approve the MYR Group Inc. Senior Management Incentive Plan;
		(3)		To approve the MYR Group Inc. 2007 Long-Term Incentive Plan;
		(4)		To ratify the selection of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2010; and
		(5)		To transact other business properly presented at the meeting.
BOARD RECOMMENDATION:		The Board of Directors of MYR Group Inc. recommends that you vote FOR Items 1, 2, 3 and 4.
WHO CAN VOTE:		Stockholders of record at the close of business on March 22, 2010, are entitled to vote at the meeting, or any postponement or adjournment thereof.
2009 ANNUAL REPORT:		We have enclosed a copy of our 2009 Annual Report to Stockholders.
DATE OF DISTRIBUTION:		This Notice of Meeting, the Proxy Statement, and the accompanying proxy card are being distributed to stockholders beginning on or about March 29, 2010.

Important Notice Regarding the Availability of Proxy Materials for our
2010 Annual Meeting of Stockholders to be held May 21, 2010

        This Notice of Meeting, the Proxy Statement, and the 2009 Annual Report to Stockholders
on Form 10-K are available at our website www.myrgroup.com.

		Gerald B. Engen, Jr. Senior Vice President, Chief Legal Officer and Secretary

March 23, 2010

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		Page
Questions and Answers about the Annual Meeting and Voting			1
Corporate Governance			5
Nominating and Corporate Governance Committee Matters			8
Item 1. Election of Directors			9
Item 2. Approval of the MYR Group Inc. Senior Management Incentive Plan			12
Item 3. Approval of the MYR Group Inc. 2007 Long-Term Incentive Plan			15
Item 4. Ratification of the Selection of Independent Auditors			20
Other Matters that May Be Presented at the Annual Meeting			21
Audit Committee Matters			22
Compensation Committee Matters			24
Director Compensation			26
Executive Compensation—Compensation Discussion and Analysis			27
Ownership of Equity Securities			44
Certain Relationships and Related Person Transactions			45
Section 16(a) Beneficial Ownership Reporting Compliance			46
2011 Annual Meeting of Stockholders			47
Appendix A: MYR Group Inc. Senior Management Incentive Plan			A-1
Appendix B: MYR Group Inc. 2007 Long-Term Incentive Plan			B-1

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MYR GROUP INC.
Three Continental Towers
1701 Golf Road, Suite 3-1012
Rolling Meadows, IL 60008-4210

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March 23, 2010

PROXY STATEMENT
FOR 2010 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 2010

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

1.     When and where is the Annual Meeting?

        MYR Group Inc. ("MYR Group" or the "Company") will hold its 2010 Annual Meeting of Stockholders on May 21, 2010, at 9:00 a.m. local time, at the DoubleTree Hotel, 75 West Algonquin Road, Arlington Heights, Illinois 60005. The meeting facilities will open for admittance at 8:30 a.m. local time.

2.     Why am I receiving these proxy solicitation materials?

        The Board of Directors of MYR Group (the "Board") is providing you these materials in connection with the Board's solicitation of proxies to be voted at our 2010 Annual Meeting of Stockholders or at any adjournment or postponement thereof (the "Annual Meeting"). These materials provide information regarding the voting procedures and the matters to be voted on at the Annual Meeting. We began distributing these materials on or around March 29, 2010, to all stockholders entitled to vote at the Annual Meeting. These materials are also available on our website at www.myrgroup.com.

        In addition, copies of the 2009 Annual Report to Stockholders or this Proxy Statement will be sent free of charge to any stockholder who sends a written request to Gerald B. Engen, Jr. at the above address or by calling (303) 853-7621.

3.     Who is entitled to vote at the Annual Meeting?

        The Board established March 22, 2010, as the record date (the "Record Date") for the Annual Meeting. Stockholders owning our common stock at the close of business on the Record Date are entitled to receive notice of the Annual Meeting and vote their shares at the Annual Meeting. At the close of business on the Record Date, 19,828,067 shares of our common stock were outstanding and entitled to vote. Each share is entitled to one vote on each matter to be voted upon at the meeting.

4.     What proposals are being presented for stockholder vote at the Annual Meeting?

        Four proposals are scheduled for vote at the Annual Meeting:

ITEM 1. Election of Class III Directors: THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ALL THE CLASS III DIRECTOR NOMINEES TO THE BOARD, EACH FOR A THREE YEAR TERM EXPIRING AT THE 2013 ANNUAL MEETING OF STOCKHOLDERS OR UNTIL HIS SUCCESSOR HAS BEEN DULY CHOSEN AND QUALIFIED.

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You can find information about all of the current members of the Board, as well as the Board's nominees to serve as Class III directors, William A. Koertner, Larry F. Altenbaumer and William D. Patterson, under the heading "Item 1. Election of Directors" in this Proxy Statement.

ITEM 2. Approval of the MYR Group Inc. Senior Management Incentive Plan: THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO APPROVE THE MYR GROUP INC. SENIOR MANAGEMENT INCENTIVE PLAN.

You can find information about the MYR Group Inc. Senior Management Incentive Plan under the heading "Item 2. Approval of the MYR Group Inc. Senior Management Incentive Plan" in this Proxy Statement.

ITEM 3. Approval of the MYR Group Inc. 2007 Long-Term Incentive Plan: THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO APPROVE THE MYR GROUP INC. 2007 LONG-TERM INCENTIVE PLAN.

You can find information about the MYR Group Inc. 2007 Long-Term Incentive Plan under the heading "Item 3. Approval of the MYR Group Inc. 2007 Long-Term Incentive Plan" in this Proxy Statement.

ITEM 4. Ratification of the Selection of Independent Auditors: THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS MYR GROUP'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2010.

You can find information about our relationship with Ernst & Young LLP under the headings "Audit Committee Matters" and "Item 4: Ratification of the Selection of Independent Auditors" in this Proxy Statement.

        Management does not know of any business, other than that described in this Proxy Statement that will be presented for action at the Annual Meeting. If any other matters properly come before the meeting, the persons named as proxies will vote on such matters in accordance with the Board's recommendation or, if no recommendation is given, in accordance with the proxies' best judgment.

5.     What vote is required to approve each proposal?

        In the election of directors, you may vote FOR or WITHHOLD with respect to each of the nominees. Directors will be elected by a plurality of the votes cast FOR, which means that the three director nominees with the most FOR votes will be elected.

        You may vote FOR, AGAINST, or ABSTAIN with respect to the proposals to (1) approve the MYR Group Inc. Senior Management Incentive Plan, (2) approve the MYR Group Inc. 2007 Long-Term Incentive Plan, and (3) ratify the selection of independent auditors. In order to be approved, each of these three proposals requires the affirmative FOR vote of a majority of those shares present (either in person or represented by proxy) and entitled to vote on those proposals. Any ABSTAIN vote will have the same effect as a vote AGAINST a matter.

6.     What effect do broker non-votes have on the proposals?

        A broker is entitled to vote shares held for a beneficial holder on routine matters, such as the ratification of the appointment of Ernst & Young LLP as MYR Group's independent auditors, without instructions from the beneficial holder of those shares. On the other hand, absent instructions from the beneficial holders of such shares, a broker will not be entitled to vote shares held for a beneficial holder on certain non-routine items, such as the other proposals to be considered at the Annual Meeting. Consequently, if you do not give your broker specific instructions, your shares may not be

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voted on these matters and will not be counted in determining the number of shares necessary for approval, although they will count for purposes of determining whether a quorum exists.

7.     What is the quorum requirement?

        A quorum of stockholders is necessary to validly hold the Annual Meeting. A quorum will be present if at least a majority of MYR Group's outstanding shares on the Record Date are represented at the Annual Meeting, either in person or by proxy. Abstentions and broker non-votes (i.e., when a stockholder does not provide voting instructions to their broker or nominee) will count for purposes of determining whether a quorum exists.

8.     What other matters may arise at the Annual Meeting?

        Other than the proposals described in this Proxy Statement, we do not expect any other matters to be presented for a vote at the Annual Meeting. The Chairman of the Annual Meeting may refuse to allow presentation of a proposal or a nomination for the Board at the Annual Meeting if it is not properly submitted. The requirements for properly submitting proposals and nominations at the 2010 Annual Meeting are set forth in Article II, Sections 4 and 5 of our By-Laws. They are similar to those described under the heading "2011 Annual Meeting of Stockholders" in this Proxy Statement.

9.     How will my shares be voted?

        Your shares will be voted as you direct if you vote by signing and returning your proxy card. If you sign and return your proxy card but do not specify how you would like your shares voted, they will be voted in accordance with the Board's recommendations on all matters or, if no recommendation is given, in accordance with the proxies' best judgment.

10.   Can I change my vote?

        If you would like to change your vote after submitting your proxy and prior to the Annual Meeting, you can revoke your proxy and change your proxy instructions by (a) signing and submitting another proxy card with a later date, or (b) voting at the Annual Meeting. Alternatively, you may provide a written statement of your intention to revoke your proxy to our Secretary at MYR Group Inc., 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois 60008-4210. If your shares are held in street name (i.e., your shares are held in an account through your broker), you may contact your bank or broker for specific instructions on how to change your vote.

11.   Who will bear the cost of soliciting votes for the Annual Meeting?

        MYR Group bears the cost of soliciting your vote. In addition to mailing these proxy materials, MYR Group's directors, officers or employees may solicit proxies or votes in person, by telephone or by electronic communication. They will not receive any additional compensation for these solicitation activities.

        MYR Group may enlist the help of banks and brokerage houses in soliciting proxies from their customers and reimburse the banks and brokerage houses for related out-of-pocket expenses.

12.   I received only one set of proxy materials. Is it possible to obtain duplicates?

        If you hold your shares in street name, your broker or nominee may participate in the practice of "householding" proxy soliciting material. This means that if you reside in the same household as other stockholders of record or beneficial owners of our common stock, you may not receive your own copy of our proxy materials, even though each stockholder received his/her own proxy card.

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        If your household received one set of proxy materials and you are a stockholder of record who would like to receive additional copies of our proxy materials, you may request a duplicate set or single copy by contacting our transfer agent, Illinois Stock Transfer Company, 209 West Jackson Boulevard, Suite 903, Chicago, Illinois 60606 or by calling (303) 853-7621. If you hold your shares in street name, please contact your broker or nominee directly (a) if you are requesting a duplicate set of our proxy materials or (b) if you desire to reduce the number of copies of our proxy materials that will be sent to your household.

13.   Are my votes confidential?

        Yes, your vote will not be disclosed to our directors, officers or employees, except (a) as necessary to meet legal requirements and to assert or defend claims for or against us; (b) in the case of a contested proxy solicitation; (c) if you provide a comment with your proxy or otherwise communicate your vote to us; or (d) as necessary to allow the independent inspector of election to certify the results.

14.   Who counts the vote?

        As the appointed independent tabulator, Illinois Stock Transfer Company will receive the proxies and tabulate the votes cast. Illinois Stock Transfer Company will act as the independent inspector of election and will certify the results.

15.   How do I find out the voting results?

        Voting results will be included in a Form 8-K to be filed with the Securities and Exchange Commission ("SEC") on or before May 27, 2010. The Form 8-K will also be available on our website at www.myrgroup.com.

16.   May I ask questions at the Annual Meeting?

        Yes. As a stockholder, during the voting, you may ask questions and make remarks related to the matters being voted on. The Chairman of the Annual Meeting will entertain stockholders' questions and comments of a general nature following the voting.

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CORPORATE GOVERNANCE

Code of Ethics and Corporate Governance Principles

        The Board adopted a Code of Ethics (the "Code") applicable to all directors, officers and employees of MYR Group and its subsidiaries. The Code aims to deter wrongdoing and focuses on the promotion of honest and ethical conduct, full and accurate public communication and compliance with applicable laws, rules and regulations. We disclose any waiver to the Code we grant to our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions or amendments to the Code in our Annual Report on Form 10-K or on a Current Report on Form 8-K filed with the SEC.

        Additionally, the Board adopted guidelines that provide a framework for MYR Group's corporate governance (the "Corporate Governance Principles"). The Corporate Governance Principles assist the Board in the exercise of its responsibilities to help ensure compliance with governing law and the policies of MYR Group. The Code and the Corporate Governance Principles are available for viewing on our website at www.myrgroup.com.

        Stockholders and others can access our corporate governance materials, including the Articles of Incorporation, Amended and Restated By-Laws, Board committee charters, our Corporate Governance Principles, the Code and other corporate governance related materials at our website at www.myrgroup.com. Copies of these materials are also available free of charge to any stockholder who sends a written request to our Secretary at MYR Group Inc., 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois 60008-4210.

        The information on our website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings MYR Group makes with the SEC.

Director Independence

        The Corporate Governance Principles require that at least a majority of the Board qualify as independent directors under the Nasdaq listing standards. Nasdaq rules have both objective tests and a subjective test for determining who is an independent director. The objective tests state, for example, that a director is not considered independent if he or she is an employee of the company. The subjective test requires the Board to affirmatively determine that the director does not have a relationship that would interfere with the director's exercise of independent judgment in carrying out his or her responsibilities. On an annual basis, each member of the Board completes a questionnaire designed to provide information to assist the Board in determining whether the director is independent under the Nasdaq listing standards and the Corporate Governance Principles.

        After considering the Nasdaq's listing standards, the Board determined that the following directors are independent: Jack L. Alexander, Larry F. Altenbaumer, Henry W. Fayne, Betty R. Johnson, Gary R. Johnson, William D. Patterson and Carter A. Ward. The Board considered Carter A. Ward's position as managing director of ArcLight Capital Partners, LLC ("ArcLight") and manager of the ArcLight Energy Partners Fund II, L.P. (the "ArcLight Fund"), as ArcLight and ArcLight Fund previously held over five percent of MYR Group common stock, and made the determination that he was independent. William A. Koertner, due to his employment with MYR Group, is not considered an independent director.

Executive Sessions of the Board

        In accordance with the Corporate Governance Principles, the independent directors meet at least twice per year in executive sessions, chaired by the Lead Director. Executive sessions are typically held following Board meetings, without management present.

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Meeting Attendance

        We expect directors to regularly attend Board meetings and meetings of the committees on which they serve. The Board held six meetings in 2009 and acted by unanimous consent four times. All directors, including the Class III nominees who served as directors in 2009, attended 100% of the aggregate number of meetings of the Board and all committees on which they served. All directors are expected to attend the Annual Meeting. All directors were in attendance at the 2009 Annual Meeting of Stockholders, including all the Class III nominees who were serving as directors at the time.

Communications with the Board

        Stockholders and other interested parties can communicate with the directors individually or as a group, by writing to our Secretary at MYR Group Inc., 1701 Golf Road Suite 3-1012, Rolling Meadows, Illinois 60008-4210 or by submitting an e-mail to our corporate website at http://investor.myrgroup.com/contactBoard.cfm. The Secretary forwards communications relating to matters within the Board's purview to the appropriate directors, communications relating to matters within a Board committee's area of responsibility to the chair of the appropriate committee and communications relating to ordinary business matters, such as suggestions, inquiries and consumer complaints, to the appropriate MYR Group officer. The Secretary does not forward complaints about service, new product suggestions, resumes and other forms of job inquiries, surveys, business solicitations or advertisements or inappropriate communications.

Board Leadership Structure

        Our Corporate Governance Principles provide that the Board is free to choose its Chairman of the Board in any way that it deems best for MYR Group at any given point in time. Mr. Koertner currently serves as both Chairman of the Board and our Chief Executive Officer. He has held both of those positions since 2007. The Board believes that Mr. Koertner's service as both Chairman and Chief Executive Officer is appropriate taking into consideration MYR Group's size, structure and business as well as Mr. Koertner's established communications with the Board, working knowledge of the industry and tenure with the company. The Board has the necessary power and authority to request and obtain information from management, to retain outside consultants, and to consult with management and employees where it deems appropriate.

        In accordance with the Corporate Governance Principles, the Board selected Gary R. Johnson to serve as the Board's Lead Director. As Lead Director, Mr. Johnson chairs executive sessions of the independent directors, which are typically held following Board meetings without management present.

Risk Oversight

        The Board, together with the Audit Committee, is primarily responsible for overseeing MYR Group's risk management. The Audit Committee reviews with management the significant categories of risk to MYR Group. As necessary, the Compensation Committee also reviews risks that are specific to compensation and human resources. The Audit Committee and, when applicable, the Compensation Committee report significant risks to the Board and the Board addresses means to monitor and mitigate such risks. While the Board and its committees oversee risk management strategy, management is responsible for implementing and supervising day-to-day risk management processes. We believe this division of risk management responsibilities is the most effective approach for addressing the risks that MYR Group faces. The existing Board leadership structure encourages communication between management, including the Chairman of the Board and Chief Executive Officer, and the independent directors. By fostering increased communication, we believe that the current Board leadership structure leads to the identification and implementation of effective risk management strategies.

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Committee Membership

        Our Board designates the members and chairs of committees based on the Nominating and Corporate Governance Committee's recommendations. Because he is not an independent director, William A. Koertner does not serve on any of the committees. The Board has three standing committees—Audit, Compensation, and Nominating and Corporate Governance. Committee membership in 2009 was as follows:

2009 Committee Membership

Name		Audit		Compensation		Nominating and Corporate Governance
Jack L. Alexander		X		X		—
Larry F. Altenbaumer		—		Chair		X
Henry W. Fayne		X		X		—
Betty R. Johnson		X		—		X
Gary R. Johnson		—		X		Chair
William D. Patterson		Chair		X		—
Carter A. Ward		X		—		X
Number of Meetings in 2009		6		5		2

        The Board adopted a written charter for each committee. The charters define each committee's roles and responsibilities. The charters are available on our website at www.myrgroup.com. MYR Group will provide copies of these charters free of charge to any stockholder who sends a written request to our Secretary at MYR Group Inc., 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois 60008-4210.

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE MATTERS

        The Board has determined that all of the Nominating and Corporate Governance Committee members are independent within the meaning of the Nasdaq's listing standards. The primary responsibilities of the Nominating and Corporate Governance Committee include (i) identifying and recommending to the Board individuals qualified to serve as director, (ii) advising the Board with respect to the Board's composition, procedures and committees, (iii) developing and recommending to the Board the corporate governance principles applicable to the company and (iv) overseeing the evaluation of the Board and our Company's management.

        In evaluating potential nominees for Board membership, the Nominating and Corporate Governance Committee evaluates each candidate's talents and experience in the context of the Board's needs and may consider many factors as part of its evaluation, including the following: a candidate's experience, skills, expertise, personal and professional integrity, character, business judgment, availability in light of other commitments, dedication, conflicts of interest and any other relevant factors that the Nominating and Corporate Governance Committee considers appropriate, including diversity in the makeup of the Board. If applicable, the Nominating Committee and the Board considers each director nominee's contributions during their past service on the Board. The Nominating and Corporate Governance Committee discussed the qualifications noted in the table under the header "Item 1. Election of Directors" in this Proxy Statement. As is detailed in that table, each director nominee has extensive experience that adds value to the Board's discussions and deliberations. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders.

        Carter A. Ward was initially designated as a Board member by Friedman, Billings, Ramsey & Co., Inc. pursuant to our private placement offering in 2007 (the "2007 Private Placement") and was subsequently elected for an additional term as a Class I director at the 2008 Annual Meeting of Stockholders.

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ITEM 1. ELECTION OF DIRECTORS

        The Board currently consists of eight directors. The directors are divided into three classes, designated as Class I, Class II and Class III. The term for each class expires at the conclusion of a three-year term. At the 2010 Annual Meeting, the Class III director positions are up for election.

        The Nominating and Corporate Governance Committee recommended to the Board, and the Board approved, the nomination of William A. Koertner, Larry F. Altenbaumer and William D. Patterson as Class III directors, each for a term ending at the 2013 Annual Meeting of Stockholders or until his successor has been chosen and qualified.

        If any of the nominees should be unavailable to serve due to an unanticipated event, the Board may designate another person as a substitute nominee or, in accordance with our By-Laws, act to reduce the number of directors. If the Board substitutes another nominee, your proxy will be voted for the substitute nominee.

        None of the nominees are related to another or to any executive officer of MYR Group or its subsidiaries by blood, marriage or adoption.

        The Board recommends a vote FOR the election of each of the nominees.

Director Qualifications

        When considering whether directors and nominees have the experience, qualifications, attributes, and skills, taken as a whole, to enable the Board to satisfy its responsibilities effectively in light of our businesses and structure, the Nominating and Governance Committee and the Board focused primarily on the information discussed in each of the director's individual biographies set forth in the table on pages 10 and 11.

        Additionally, the Board considered and value that each of our directors has extensive experience as a business leader and has a strong understanding of business operations in general. When considering whether our current directors should serve as a director, the Board considered their wealth of knowledge in our industry, their particular experiences, individual talents, leadership skills, and what each individual would bring to the Board as a whole. In particular, each of the directors has a strong background in the utilities sector and the Board believes that such relevant experience is important in evaluating and overseeing our business development and strategies. With regard to Mr. Alexander, Mr. Altenbaumer, Mr. Fayne, Ms. Johnson, Mr. Patterson, Mr. Koertner, and Mr. Ward, the Board considered their significant experience, expertise, and background with regard to financial and accounting matters, which is important in the review and analysis of our financial statements and results. The Board considered the extensive experience that Mr. Alexander, Mr. Altenbaumer, Mr. Fayne, Mr. Johnson, and Mr. Koertner have had as executives in the utility industry as very valuable because it aids the Board's strategic and high-level planning and provides valuable insight into the operations of the customers in the business sectors that we serve. The Board also recognized Mr. Johnson's extensive knowledge of the legal issues that affect the construction and utilities industries and the value of having such experience on the Board. The Board also considered Mr. Koertner's tenure as an executive with us and valued his leadership and knowledge of our services. Mr. Altenbaumer, Mr. Patterson, and Mr. Ward have exceptional investment experience focused on the energy sector, which adds value to the Board's understanding of financing and the development of our operations.

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        The following is information as of March 23, 2010, regarding each director who is up for election at the Annual Meeting:

William A. Koertner     Age: 60     Director Since: 2007     Director Class: Class III		Mr. Koertner joined us in 1998 as senior vice president, treasurer and chief financial officer and became our president and chief executive officer in December 2003. Prior to joining us, Mr. Koertner served as vice president at Central Illinois Public Service Company from 1989 until 1998.
Larry F. Altenbaumer     Age: 61     Director Since: 2006     Director Class: Class III		Mr. Altenbaumer is an independent consultant providing services to several organizations both in and outside of the energy industry, including ArcLight Capital Partners, a leading energy investment firm. He is also an independent director for the Southwest Power Pool and is chair of the board of Decatur Memorial Health Systems. Mr. Altenbaumer previously served as president of Illinois Power Company before retiring in 2004.
William D. Patterson     Age: 55     Director Since: 2007     Director Class: Class III		In February 2009, Mr. Patterson became the senior vice president of corporate and business development for American Water Works Company, Inc., the largest investor-owned U.S. water and wastewater utility company. Prior to that, Mr. Patterson served as senior vice president of Pennichuck Corporation, an investor-owned water company located in New Hampshire, from 2006 until June 2008, when he resigned from his position at Pennichuck Corporation. Mr. Patterson joined Pennichuck Corporation in 2005 as vice president and chief financial officer. From January 2003 to January 2005, he served as executive advisor to Concentric Energy Advisors, a private firm located in Marlborough, Massachusetts, providing financial advisory and consulting services for utilities. Mr. Patterson also serves as president of EnSTAR Management Corporation, a company that he founded, which provides advisory and consulting services for utilities.

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        The following is information regarding all other directors serving as of March 23, 2010:

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ITEM 2. APPROVAL OF THE MYR GROUP INC. SENIOR MANAGEMENT INCENTIVE PLAN

General

        The MYR Group Inc. Senior Management Incentive Plan (the "Senior MIP") was adopted by our Board of Directors on February 17, 2010.

        The purpose of seeking stockholder approval of the Senior MIP is to qualify for the performance-based exclusion from the deduction limitations under Section 162(m) ("Section 162(m)") of the U.S. Internal Revenue Code of 1986, as amended (the "IRS Code") for bonus compensation payable under the Senior MIP.

        Section 162(m) limits to $1 million per year the deduction allowed for federal income tax purposes for compensation paid to the Chief Executive Officer and certain other highly compensated executive officers of a public company (the "Deduction Limit"). The Deduction Limit applies to compensation that does not qualify for any of a limited number of exceptions. However, compensation payable solely on account of the attainment of one or more performance goals is not subject to the Deduction Limitation if: (i) the performance goals are objective, pre-established and determined by a committee comprised solely of two or more outside directors; (ii) the material terms of the performance goals under which the compensation is to be paid are disclosed to the stockholders and approved by a majority vote; and (iii) the committee comprised solely of two or more outside directors certifies that the performance goals and other material terms were in fact satisfied before the compensation is paid.

        Our Board believes that adoption of the Senior MIP is necessary to meet our objectives of securing, motivating and retaining our officers and other employees in a tax-efficient manner. The affirmative vote of a majority of the shares actually voted at the Annual Meeting in person or by proxy, including abstentions, is required for approval of the Senior MIP. The following summary of the principal provisions of the Senior MIP is not intended to be exhaustive and is qualified in its entirety by the terms of the Senior MIP, a copy of which is set forth as Appendix A to this Proxy Statement.

Summary Description of the Senior MIP

Purposes

        The purpose of the Senior MIP is to promote the interests of the Company and our stockholders by strengthening our ability to attract, motivate and retain key employees upon whose judgment, initiative and efforts the financial success and growth of our business largely depend and to provide an additional incentive for key employees through cash incentive payments that promote and recognize the financial success and growth of the Company. An additional purpose of the Senior MIP is to provide qualified performance-based compensation programs under Section 162(m) to preserve our tax deduction for compensation paid under the Senior MIP to "covered employees."

Administration

        The Senior MIP will be administered by the Compensation Committee, which will consist solely of two or more "outside directors" within the meaning of Section 162(m).

Eligibility

        At or prior to the time that performance goals for a performance period are established, the Compensation Committee will designate which employees will participate in the Senior MIP for such performance period. In determining the persons to whom awards may be granted and the performance goals relating to each award, the Compensation Committee may take into account factors the Compensation Committee determines to be relevant in connection with accomplishing the purposes of the Senior MIP. A bonus award that would otherwise be payable to a participant who is not employed

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by us on the last day of a performance period may be prorated at the discretion of the Compensation Committee. As of the date of this Proxy Statement, six employees are expected to be eligible for participation in the Senior MIP in 2010.

Performance Goals

        The performance period, with respect to which bonuses will be calculated and paid under the Senior MIP, will generally be our fiscal year with respect to annual awards and a period not to exceed 36 months with respect to long-term awards. Within 90 days of the beginning of the performance period and in no event after more than 25% of the performance period has lapsed, the Compensation Committee will establish in writing, one or more performance goals, specific target objectives for the performance goals, and an objective formula or method for computing the amount of bonus compensation awardable to each participant if the performance goals are attained.

        The performance goals may be based on one or more of the following criteria, where applicable: (i) total stockholder return; (ii) stock price appreciation; (iii) return on equity; (iv) return on assets; (v) modified return on assets; (vi) return on capital; (vii) earnings per share; (viii) earnings before interest and taxes; (ix) earnings before interest, taxes, depreciation and amortization; (x) ongoing earnings; (xi) cash flow (including operating cash flow, free cash flow, discounted cash flow return on investment, and cash flow in excess of cost of capital); (xii) economic value added; (xiii) net operating profit after tax, less a cost of capital charge; (xiv) stockholder value added; (xv) revenues; (xvi) net income; (xvii) pre-tax income; (xviii) operating income; (xix) pre-tax profit margin; (xx) performance against business plan; (xxi) backlog; (xxii) customer service; (xxiii) corporate governance quotient or rating; (xxiv) market share; (xxv) employee satisfaction; (xxvi) employee engagement; (xxvii) supplier diversity; (xxviii) workforce diversity; (xxix) operating margins; (xxx) credit rating; (xxxi) dividend payments; (xxxii) expenses; (xxxiii) fuel cost per million BTU; (xxxiv) costs per kilowatt hour; (xxxv) retained earnings; (xxxvi) completion of acquisitions, divestitures and corporate restructurings; (xxxvii) safety (including total OSHA recordable rate, OSHA lost time accident rate, lost workday severity rate, restricted workday severity rate, restricted workday incident rate, days away and restricted time, first aid cases, general liability cases, and auto accidents); (xxxix) strategic business criteria, consisting of one or more objectives based on meeting goals in the areas of litigation, human resources, information services, production, inventory, safety, support services, site development, plant development, building development, facility development, government relations, product market share or management.

        Where applicable, the performance goals may be expressed in terms of attaining a specified level of the particular criterion or the attainment of a percentage increase or decrease in the particular criterion, and may be applied to the Company, one or more of the Company's subsidiaries, divisions or strategic business units of the Company, all as determined by the Compensation Committee. The performance goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur) and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur).

        The Compensation Committee will have the authority to make equitable adjustments to the performance goals in recognition of unusual or non-recurring events affecting us or any subsidiary of ours or our financial statements, in response to changes in applicable laws or regulations or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles; provided that such adjustment will only be to the extent it does not result in the loss of the otherwise available exemption of such award under Section 162(m).

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Maximum Bonuses

        The maximum payment under an annual award payable to an executive officer who is subject to Section 162(m) is limited to $5,000,000, and the maximum payment under a long-term award payable to an executive officer who is subject to Section 162(m) is limited to $5,000,000.

Limitation on Compensation Committee's Discretion

        The Compensation Committee does not have the authority to increase the amount of the award payable to an executive officer who is subject to Section 162(m) upon attainment of a performance goal, but the Compensation Committee may, in its discretion, reduce or eliminate the amount payable to any participant.

Committee Certification of Performance Goal Attainment

        As soon as practicable after the end of each performance period (or such sooner time as the performance goals have been met), and before any awards for a particular year can be paid, the Compensation Committee shall certify in writing to what extent the Company and the participants have achieved the performance goals for the performance period, including the specific target objectives and the satisfaction of any other material terms of the bonus award, and the Compensation Committee shall calculate the amount of each participant's bonus for the performance period based upon the performance goals, objectives, and computation formulae for the performance period.

Change in Control

        Upon a change in control of the Company (as defined in the Senior MIP), pro rata payments of the target amounts will be made as soon as practicable. In addition, any awards payable under the Senior MIP in respect of performance periods completed prior to the change in control will, to the extent not previously paid, be paid as soon as practicable.

Amendments; Termination of the Senior MIP

        The Senior MIP may be amended or terminated by the Board or the Compensation Committee, provided that no amendment of the Senior MIP may be made without the approval of stockholders if such amendment would require stockholder approval in order for the Senior MIP to continue to comply with Section 162(m). The terms of any award granted under the Senior MIP may be amended by the Board or the Compensation Committee, except in the case of an award payable to an executive officer who is subject to Section 162(m) (other than in connection with such participant's death or disability, or a change in control of the Company) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m). In addition, no amendment may affect adversely the rights of any participant under any award following the end of the performance period to which such award relates.

New Plan Benefits

        Inasmuch as individual benefits under the plan will be determined by the Compensation Committee, benefits to be paid under the plan are not determinable at this time.

        The Board recommends a vote FOR the approval of the MYR Group Inc. Senior Management Incentive Plan.

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ITEM 3. APPROVAL OF THE MYR GROUP INC. 2007 LONG-TERM INCENTIVE PLAN

General

        The MYR Group Inc. 2007 Long-Term Incentive Plan (the "LTIP") was adopted by our Board of Directors on November 26, 2007 prior to the 2007 Private Placement. We last made equity award grants under the LTIP in 2008.

        The purpose of seeking stockholder approval of the LTIP is to qualify for the performance-based exclusion from the Deduction Limit under Section 162(m) (as described above in Item 2) for certain of the awards made under the LTIP. We are not seeking to increase the amount of available shares or to adjust any of the plan or individual award limits under the LTIP.

        As described above in Item 2, Section 162(m) limits to $1 million per year the deduction allowed for federal income tax purposes for compensation paid to the Chief Executive Officer and certain other highly compensated executive officers of a public company. The Deduction Limit does not apply to compensation paid under a stockholder-approved plan that meets certain requirements for "performance-based compensation." So long as the Company complies with certain requirements under Section 162(m), compensation attributable to a stock option, among other equity awards, is deemed to satisfy the "performance-based compensation" requirement. We intend to structure stock options and certain other equity awards granted under the LTIP that are intended to qualify as "performance-based compensation" to satisfy the requirements for the performance-based compensation exception to the Deduction Limit. We are asking our stockholders for approval of the LTIP for purposes of the Deduction Limit. The affirmative vote of a majority of the shares actually voted at the Annual Meeting in person or by proxy, including abstentions, is required for approval of the LTIP.

        The following summary of the principal provisions of the LTIP is not intended to be exhaustive and is qualified in its entirety by the terms of the LTIP, a copy of which is set forth as Appendix B to this Proxy Statement.

Summary Description of the LTIP

Shares Available Under the LTIP

        Subject to adjustment as provided in the LTIP, the number of our shares of common stock that may be issued pursuant to all awards under the LTIP is 2,000,000. As of March 22, 2010, 1,458,000 shares were available for awards under the LTIP. Every share issued pursuant to an award, other than common stock awarded pursuant to stock option awards and stock appreciation rights, will count against the LTIP share limit as four shares of common stock.

        The shares of common stock to be delivered under the LTIP will be made available from authorized but unissued shares of common stock or treasury stock. If any share of common stock that is the subject of an award is not issued and ceases to be issuable for any reason, or is forfeited, canceled or returned to us for failure to satisfy vesting requirements or upon the occurrence of any other forfeiture event, such share of common stock will no longer be charged against the foregoing maximum share limitations and may again be made subject to awards under the LTIP pursuant to such limitations. Common stock covered by an award granted under the LTIP will not be counted unless and until we actually issue or transfer the common stock to the LTIP participant. Common stock tendered in payment of the exercise price of an option, withheld to satisfy a tax withholding obligation or repurchased by us with proceeds from the exercise of an option shall not be added to the aggregate LTIP limit described above. However, all common stock covered by a stock appreciation right, to the extent that it is exercised and settled in common stock, and whether or not common stock is actually issued or transferred to the LTIP participant upon exercise of the stock appreciation right, will be considered issued or transferred pursuant to the LTIP.

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Eligibility

        Our key employees, the key employees of our subsidiaries, our non-employee directors or any person who has agreed to commence serving in any of those capacities within 90 days of the date of grant, estimated to be 100 persons as of the date of this Proxy Statement, may be selected by the Compensation Committee to receive benefits under the LTIP. The Compensation Committee has authority, in its sole discretion, to determine and designate from time to time those eligible to be granted awards, the types of awards to be granted and the number of shares or units subject to the awards that are granted under the LTIP.

Types of Awards Authorized

        The LTIP provides for the granting of stock options, restricted stock, stock appreciation rights, performance awards, phantom stock, stock bonuses and dividend equivalents. Awards granted under the LTIP will be upon such terms as may be approved by the Compensation Committee and set forth in an evidence of award. An evidence of award will contain such terms and provisions, consistent with the LTIP, as the Compensation Committee may approve, including provisions for the acceleration of vesting or satisfaction of other requirements upon the occurrence of certain events. Stock options and stock appreciation rights will not be granted with an exercise price or base price, as the case may be, less than the full fair market value per share. No stock option or stock appreciation right may be exercisable more than 10 years from the date of grant.

Performance Criteria

        The performance criteria, upon which the payment or vesting of a performance award intended to qualify for exemption under Section 162(m), shall be limited to a set of business measures set forth in the LTIP, which may be applied with respect to us, our subsidiaries, a particular business unit, or any LTIP participant, and which may be measured on an absolute basis or a basis relative to a peer-group or other market measures. In the case of performance awards that are not intended to qualify for exemption under Section 162(m), the Compensation Committee will designate the performance criteria as it shall determine it its sole discretion.

Transferability

        Except as otherwise determined by the Compensation Committee in the terms of an award agreement, no stock appreciation right, stock option or other derivative security granted under the LTIP is transferable by a participant except upon death, by will or the laws of descent and distribution. Except as otherwise determined by the Compensation Committee, stock options and stock appreciation rights are exercisable during the optionee's lifetime only by him or her or by his or her guardian or legal representative.

Administration and Amendments

        The LTIP is to be administered by the Compensation Committee, except that the Compensation Committee has the authority to delegate the authority to grant and determine the terms and conditions of awards under the LTIP to one or more of our officers or directors, subject to such limitations as the Compensation Committee shall determine. The Compensation Committee, however, may not delegate such authority with respect to awards granted under the LTIP to any member of the Board or any LTIP participant who, in the sole judgment of the Compensation Committee, could be treated as a "covered employee" under Section 162(m).

        All awards made pursuant to the LTIP to non-employee directors must be approved by the Board. With respect to such awards, all rights, powers and authorities vested in the Compensation Committee under the LTIP will instead be exercised by the Board.

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        The Compensation Committee has the discretionary authority to interpret the LTIP, to make all factual determinations under the LTIP, to determine the terms and provisions of the respective award agreements, and to make all other determinations necessary or advisable for the LTIP's administration. The Compensation Committee has authority to prescribe, amend, and rescind rules and regulations relating to the LTIP and all interpretations, determinations, and actions by the Compensation Committee will be final, conclusive, and binding upon all parties.

        The Board may amend the LTIP from time to time without approval by our stockholders. However, no amendment shall be effective without the consent of the stockholders that would (i) change the class of persons eligible to participate in the LTIP, (ii) increase the number of shares of common stock reserved for issuance under the LTIP or for certain types of awards, or (iii) allow the grant of stock appreciation rights or stock options at an exercise price below fair market value, or allow the repricing of stock appreciation rights or stock options.

Adjustments

        The number and kind of shares covered by outstanding awards under the LTIP and, if applicable, the prices per share applicable thereto, are subject to adjustment in the event of merger, consolidation, liquidation, issuance of rights or warrants to purchase securities, recapitalization, reclassification, stock dividend, spin-off, split-off, stock split, reverse stock split or other distribution with respect to the shares of common stock, or any similar corporate transaction or event. The permitted adjustments are only those the Compensation Committee determines are appropriate to reflect the occurrence of the transaction or event, including but not limited to adjustments in the number and kind of securities reserved for issuance; in the award limits on individual awards; in the performance goals of any outstanding awards; and to the number and kind of securities subject to outstanding awards; and, if applicable, to the grant amounts, exercise prices or of the awards. Additionally, in the event of any such transaction or event, the Compensation Committee, in its discretion, may provide in substitution for any or all outstanding awards under the LTIP such alternative consideration (including cash) as it determines to be equitable in the circumstances and the Compensation Committee may require the surrender of all awards so replaced. Any such adjustments shall be made in a manner consistent with the requirements of section 409A of the IRS Code and, in the case of incentive stock options, any such adjustments shall be made in a manner consistent with the requirements of section 424(a) of the IRS Code.

Compliance with Section 409A of the Internal Revenue Code

        To the extent applicable, it is intended that the LTIP and any grants made there under comply with the provisions of Section 409A of the IRS Code, so that the income inclusion provisions of Section 409A(a)(1) of the IRS Code do not apply to the participants. The LTIP and any grants made under the LTIP shall be administered in a manner consistent with this intent. Any reference in the LTIP to Section 409A of the IRS Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

        Neither a participant nor any of a participant's creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A of the IRS Code) payable under the LTIP and grants under the LTIP to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the IRS Code, any deferred compensation (within the meaning of Section 409A of the IRS Code) payable to a participant or for a participant's benefit under the LTIP and grants under the LTIP may not be reduced by, or offset against, any amount owing by the participant to us or any of our affiliates.

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        If, at the time of a participant's separation from service (within the meaning of Section 409A of the IRS Code) (1) the Participant shall be a specified employee (within the meaning of Section 409A of the IRS Code and using the identification methodology selected by us from time to time) and (2) we shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the IRS Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the IRS Code in order to avoid taxes or penalties under Section 409A of the IRS Code, then we shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day of the seventh month after such six-month period.

        Notwithstanding any provision of the LTIP and grants under the LTIP to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the IRS Code, we reserve the right to make amendments to the LTIP and grants under the LTIP as we deem necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the IRS Code. In any case, a participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on him or her for his or her account in connection with the LTIP and grants under the LTIP (including any taxes and penalties under Section 409A of the IRS Code), and neither we nor any of our affiliates shall have any obligation to indemnify or otherwise hold the participant harmless from any or all of such taxes or penalties.

Termination

        No grant will be made under the LTIP after November 25, 2017, the date preceding the tenth anniversary of the date the LTIP was first adopted by our Board. The Board may, in its sole discretion and at any earlier date, terminate the LTIP. Termination of the LTIP will not affect the rights of participants under any outstanding awards that are not exercised in full on the date of termination.

Federal Income Tax Consequences

        The following is a brief summary of some of the federal income tax consequences of certain transactions under the LTIP based on federal income tax laws in effect on January 1, 2009. This summary is not intended to be complete and does not describe state or local tax consequences.

Tax Consequences to Participants

        Non-Qualified Stock Option Rights.    In general, (1) no income will be recognized by an optionee at the time a non-qualified stock option is granted; (2) at the time of exercise of a non-qualified stock option, ordinary income will be recognized by the optionee in an amount equal to the difference between the option price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise; and (3) at the time of sale of shares acquired pursuant to the exercise of a non-qualified stock option, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.

        Incentive Stock Option Rights.    No income generally will be recognized by an optionee upon the grant or exercise of an incentive stock option. The exercise of an incentive stock option, however, may result in alternative minimum tax liability. If common shares are issued to the optionee pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of grant or within one year after the transfer of such shares to the optionee, then upon sale of such shares, any amount realized in excess of the option price will be taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss.

        If common shares acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary

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income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the option price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

        Stock Appreciation Rights.    No income will be recognized by a participant in connection with the grant of a stock appreciation right. As the stock appreciation rights vest, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted common shares received on the exercise.

        Restricted Stock.    The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the participant for such restricted stock) at such time as the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the IRS Code ("Restrictions"). However, a recipient who so elects under Section 83(b) of the IRS Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted stock. If a Section 83(b) election has not been made, any dividends received with respect to restricted stock that is subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the participant.

        Restricted Stock Units.    No income generally will be recognized upon the award of restricted stock units. The recipient of a restricted stock unit award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted common shares on the date that such shares are transferred to the participant under the award (reduced by any amount paid by the participant for such restricted stock units), and the capital gains/loss holding period for such shares will also commence on such date.

        Performance Shares and Performance Units.    No income generally will be recognized upon the grant of performance shares or performance units. Upon payment in respect of the earn-out of performance shares or performance units, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any unrestricted common shares received.

Tax Consequences to the Corporation or Subsidiary

        To the extent that a participant recognizes ordinary income in the circumstances described above, the Corporation or the subsidiary for which the participant performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an "excess parachute payment" within the meaning of Section 280G of the IRS Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m).

        The Board recommends a vote FOR the approval of the MYR Group Inc. 2007 Long-Term Incentive Plan.

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ITEM 4. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS

        The Audit Committee is responsible for the selection, retention, termination and oversight of our independent auditors. After considering multiple possible independent auditor candidates, the Board appointed Ernst & Young LLP ("E&Y"), a registered public accounting firm, to serve as our independent auditors for the fiscal year ended December 31, 2009.

        The Audit Committee has also appointed E&Y as our independent auditors for the fiscal year ending December 31, 2010. The Audit Committee and the Board are requesting, as a matter of policy, that stockholders ratify the selection of E&Y as our independent auditors. The Board and the Audit Committee are not required to take any action as a result of the outcome of the vote on this proposal. However, if the stockholders do not ratify the selection, the Audit Committee may investigate the reasons for such rejection. Even if the selection is ratified, the Audit Committee may direct the appointment of a different independent auditor at any time.

        We expect that representatives of E&Y will be present at the Annual Meeting and that they will have an opportunity to respond to appropriate questions from stockholders.

        The Board recommends a vote FOR the ratification of the selection of Ernst & Young LLP as our independent auditors.

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OTHER MATTERS THAT MAY BE PRESENTED AT THE ANNUAL MEETING

        Management does not know of any business, other than that described in this Proxy Statement, which will be presented for action at the Annual Meeting. If any other matters properly come before the meeting, the persons named as proxies will vote on such matters in accordance with the Board's recommendation or, if no recommendation is given, in accordance with the proxies' best judgment.

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AUDIT COMMITTEE MATTERS

        The Board established the standing Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Board has determined that all of the Audit Committee members are independent within the meaning of the Nasdaq's listing standards and Rule 10A-3 of the Exchange Act. None of the Audit Committee members have participated in the preparation of MYR Group's financial statements during the past three years. The Board has also determined that all committee members are financially literate within the meaning of the Nasdaq rules and that Mr. Patterson is an "audit committee financial expert" within the meaning of SEC regulations.

        Under its charter, the Audit Committee performs, among other tasks, the following duties:

•

review of the audit plans and findings of our independent registered public accounting firm and our internal audit staff, as well as the results of regulatory examinations and tracks management's corrective action plans where necessary;



•

review of our financial statements, including any significant financial items and/or changes in accounting policies, with our senior management and independent registered public accounting firm;



•

review of our financial risk and control procedures, compliance programs and significant tax, legal and regulatory matters; and



•

appoint annually our independent registered public accounting firm, evaluate its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm.

        The Audit Committee has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by MYR Group. We encourage employees and those outside our company to report concerns about our accounting controls, auditing matters or anything else that appears to involve financial or other wrongdoing. To report such matters, you should call our fraud hotline number at 1-800-461-9330. All complaints received are confidential and anonymous and will be retained for our records.

        Audit Committee Report for the Year Ended December 31, 2009 to Our Stockholders:

        The Audit Committee of the Board of Directors is responsible for assisting the Board in monitoring the integrity of MYR Group's financial statements, MYR Group's compliance with legal and regulatory requirements and the independence and performance of MYR Group's internal and external auditors.

        MYR Group's financial statements for the year ended December 31, 2009 were audited by E&Y, an independent registered public accounting firm.

        As part of its activities, the Audit Committee has:

        1.     Reviewed and discussed with management MYR Group's audited financial statements;

        2.     Reviewed and discussed with E&Y the matters required to be discussed under Statement on Auditing Standards No. 61 (Communications with Audit Committees), as adopted by the U.S. Public Company Accounting Oversight Board ("PCAOB") in Rule 3200T; and

        3.     Received the written disclosures and the letters from E&Y required by applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence; and has discussed with E&Y its independence.

        Based upon the review and discussions referred to above, and in reliance on management and E&Y as described above, the Audit Committee recommended to the Board that the audited

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consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2009, and be filed with the SEC.

The information contained in the Audit Committee Report above shall not be deemed to be "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, as amended, except to the extent that MYR Group specifically incorporates it by reference in such filing.

Pre-Approval Policies

        Consistent with SEC and PCAOB requirements regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established procedures to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm.

        During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm.

        The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decision to the Audit Committee at its next scheduled meeting.

Independent Auditors' Fees

        Aggregate fees for professional services rendered by our independent auditors, E&Y for 2009 and PricewaterhouseCoopers LLP for 2008, were as follows:

        In the above table, in accordance with the SEC rules, "Audit Fees" are fees that we paid to E&Y and PricewaterhouseCoopers LLP for the audit of our annual financial statements included in the Annual Report on Form 10-K, review of financial statements included in the Quarterly Report on Form 10-Qs, and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements. Included in the 2008 amount is approximately $0.4 million of fees related to the Registration Statement on Form S-1.

        "Audit-Related Fees" are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and internal control over financial reporting.

        "Tax Fees" are fees for tax compliance, tax advice and tax planning, and "All Other Fees" are fees for any services not included in the first three categories. The 2009 amount of "All Other Fees" paid to E&Y are for compensation consultant services rendered for the Compensation Committee. These services were primarily rendered prior to the engagement of E&Y as our independent auditors. As discussed under the heading "Compensation Committee Matters," E&Y no longer provides compensation consultant services to the Compensation Committee.

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COMPENSATION COMMITTEE MATTERS

        The Compensation Committee is responsible for overseeing our compensation plans and our employee benefit plans and practices. Under its charter, the Compensation Committee, at least annually, reviews the goals and objectives of the MYR Group's executive compensation plans and evaluates the compensation plans' success in reaching such goals and objectives. In addition, the Compensation Committee evaluates the performance of MYR Group's executive officers, including the Chief Executive Officer, in light of the goals and objectives of the executive compensation plans and determines and approves or recommends to the Board for its approval the appropriate compensation levels for such officers.

        The Compensation Committee's primary goals with respect to named executive officer compensation are (i) to align our named executive officers' incentives with stockholder value creation, (ii) to attract, motivate and retain the best possible executive officer talent, (iii) to tie cash and stock incentives to the achievement of measurable corporate and business unit performance goals and (iv) to encourage our named executive officers to behave like owners of the business. To achieve these purposes, the Compensation Committee implements and maintains compensation plans that reward our named executive officers for their contributions to our short-term and long-term performance and for creating and building stockholder value.

        The Board has determined that each member of the Compensation Committee qualifies as an "independent" director as defined under the Nasdaq rules, as an "non-employee" director as defined in Rule 16b-3(b)(3) under the Exchange Act and as an "outside" director within the meaning of Section 162(m)(4)(c)(i) of the IRS Code.

        The Compensation Discussion and Analysis, included in this Proxy Statement, addresses the Compensation Committee's primary processes for establishing and overseeing executive compensation, which include retaining compensation consultants, inviting our Chief Executive Officer and our vice president-human resources to participate in meetings and holding meetings without management present.

Compensation Consultant

        Under its charter, the Compensation Committee has the authority to retain, at the Company's expense, its own advisors and compensation consultants and to approve their compensation. These external compensation consultants provide the Compensation Committee with guidance on compensation trends, program designs and market research requested by the Compensation Committee. The compensation consultants provide advice and recommendations on both executive and director compensation. These compensation consultants are engaged by and report directly to the Compensation Committee on executive compensation matters and meet separately with the Compensation Committee outside the presence of management. Interaction between the compensation consultants and management is generally limited to providing information and data necessary for the compensation consultant to carry out assignments from the Compensation Committee.

        From September 2008 to December 2009, the Compensation Committee retained E&Y as its primary compensation consultant. At the Compensation Committee's request, E&Y produced a compensation benchmarking study (the "2008 E&Y Compensation Benchmarking Study") that was completed and presented to the Compensation Committee in November 2008. At the Compensation Committee's March 10, 2009 meeting, the Committee referred to the 2008 E&Y Compensation Benchmarking Study in analyzing and establishing MYR Group's 2009 executive and director compensation. The Compensation Committee continues to utilize the 2008 E&Y Compensation Benchmarking Study as part of its ongoing evaluation of the Company's compensation structure.

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        As part of the Compensation Committee's annual review of the independence of its compensation consultant, the Compensation Committee considered, among other things, the fact that E&Y was retained by MYR Group as its independent auditors for the fiscal year ended December 31, 2009. Effective November 2009, the Compensation Committee elected to retain Mercer to serve as its compensation consultant. Mercer does not perform any non-executive compensation-related services for MYR Group.

        In 2009, total fees paid to E&Y and Mercer for services provided as our compensation consultant were less than $120,000.

Compensation Risk Assessment

        With the help of management, the Compensation Committee reviewed our compensation policies and practices for all employees, including our named executive officers. The Compensation Committee discussed compensation features that encourage excessive risk-taking, such as bonuses that promote short-term gains over long-term success, reliance on formulae or calculations that rely on excessive risk-taking, unreasonable goals or thresholds and concluded that our compensation structure does not include such features.

        We believe that the structure of our compensation programs promotes sound risk management practices. We structure our pay to consist of a fixed base salary and variable stock and cash awards. Base salary provides a steady income regardless of stock price performance with the goal of relieving pressure to focus exclusively on stock price performance to the detriment of long-term stockholder value. The cash and equity awards are designed to reward (a) the achievement of short-term, business specific performance goals and (b) long-term corporate performance through a mix of equity award instruments under our LTIP that include full value awards which also mitigates risk. Additionally, base salaries and other compensation decisions are based on subjective considerations and performance review, which limit the negative impact of strict formulae or objective factors that encourage excessive risk taking.

Compensation Committee Report for the Year Ended December 31, 2009

        The Compensation Committee oversees our compensation program on behalf of the Board. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement.

        In reliance on the review and discussion referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in our Proxy Statement to be filed with the SEC in connection with our Annual Meeting and incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, which was filed with the SEC on March 15, 2010.

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DIRECTOR COMPENSATION

        For the year ended December 31, 2009, the Board approved the following annual compensation for our non-employee directors who serve on the Board and Board committees:

•

annual compensation of $30,000 for each member of the Board, plus an additional $10,000 annually for the chairperson of the Audit Committee and $5,000 annually for each chairperson of the Nominating and Corporate Governance Committee and Compensation Committee;



•

each director received cash compensation of $2,000 for each meeting of the Board that he or she attended in person and $1,000 for each meeting attended telephonically; and



•

each director received cash compensation of $1,000 for each meeting of any committee that he or she attended, whether in person or by phone.

        In addition, our directors are entitled to reimbursement for reasonable costs and expenses incurred in connection with attendance at Board and committee meetings.

2009 DIRECTOR COMPENSATION TABLE

        The following table sets forth the annual compensation earned by each of our non-employee directors for the fiscal year ended December 31, 2009.

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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS

Overview and Objectives of our Compensation Programs

        This Compensation Discussion and Analysis focuses on the compensation of our executive officers who are named in the tables below and who are referred to as our "named executive officers." Our named executive officers for 2009 were as follows: Mr. Koertner, our president and chief executive officer; Mr. Martinez, our vice president, chief financial officer and treasurer; Mr. Green, our senior vice president and chief operating officer; Mr. Fluss, our group vice president; Mr. Engen, our senior vice president, secretary and chief legal officer; and Mr. Swartz, our senior vice president.

        We have designed our compensation programs to reward our key executive officers for their contributions to our short-term and long-term performance and to be competitive with programs offered by companies with which we compete for executive officer talent. We believe that the pay of our named executive officers should be directly linked to performance, thus our compensation programs are designed to reward strong financial performance and safe operations. We measure the effectiveness of our compensation programs by our ability to create incentives for our named executive officers to meet or exceed our financial performance and on our ability to attract and retain executive officers who will provide exceptional levels of service.

        We seek to maintain the competitiveness of our executive compensation levels with those of our peers and competitors and therefore, we make changes to the level of our named executive officer compensation from time to time. Adjustments to both overall compensation and the individual components of compensation are based on various factors including results of compensation benchmarking studies, published compensation survey data, general economic conditions, the effects of inflation or other economic forces, changes in our business operations and the related financial results, and changes in the compensation practices of our competitors. We also take into account each executive officer's performance when making compensation adjustments.

        The primary goals of our executive compensation program are to:

•

encourage the achievement of meeting financial and safety performance goals;



•

attract and retain the most talented and dedicated executives possible;



•

motivate executive leadership and behavior that aligns our employees' interests with those of our stockholders;



•

develop and maintain an understanding of our industries' competitive environment and position us as a competitive participant within our industry;



•

encourage our executives to develop business models and systems that seek out strategic opportunities, which benefit us and our stockholders;



•

implement a culture of legal and regulatory compliance and a commitment to operating our business with the highest standards of professional conduct and compliance;



•

achieve accountability for performance by linking annual cash awards to the achievement of financial and safety performance goals; and



•

build backlog of profitable new business to ensure our long-term success.

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Summary of Compensation Programs

        This table summarizes the elements and related program objectives for each such element for our named executive officers.

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Benchmarking and Use of Compensation Consultant

        To determine market pay levels, the Compensation Committee utilizes compensation benchmarking studies and published compensation survey data for our industry that are prepared and compiled for the Compensation Committee by outside consultants. The Compensation Committee utilizes the compensation benchmarking studies and the published compensation survey data not only as factors in establishing the overall compensation levels for our named executive officers, but also to determine the significance of individual components of compensation and the allocation of compensation between long-term and short-term compensation and cash and non-cash compensation.

        In 2008, the Compensation Committee retained E&Y as its compensation consultant to perform the 2008 E&Y Compensation Benchmarking Study that was completed and presented to the Compensation Committee in November 2008. The 2008 E&Y Compensation Benchmarking Study provided market data for base salary, total cash compensation (base salary plus annual incentive compensation) and total direct compensation (total cash compensation plus long-term incentive compensation) for each named executive officer position. E&Y, with input from our management, and with Compensation Committee approval, selected the following fifteen companies for inclusion in the compensation benchmarking study either because they are considered to be direct competitors in our industry (in terms of both market share and management talent resources) or because they provided similar electrical contracting services:

•

Ameron International Corporation



•

Astec Industries, Inc.



•

Michael Baker Corporation



•

Comfort Systems USA, Inc.



•

Dycom Industries, Inc.



•

EMCOR Group, Inc.

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•

Granite Construction Incorporated



•

Insituform Technologies, Inc.



•

Integrated Electrical Services, Inc.



•

MasTec, Inc.



•

Matrix Service Company



•

Pike Holdings, Inc.



•

Quanta Services, Inc.



•

Tetra Tech, Inc.



•

TRC Companies, Inc.

        The Compensation Committee believes that it is appropriate to utilize compensation benchmarking studies of our peer and competitor companies and published compensation survey data for our industry to establish compensation targets because the competitiveness of our compensation practices greatly influences our ability to attract, motivate and retain top executive officer talent, which is an important determinant of our business success. However, the Compensation Committee believes compensation benchmarking studies should only be considered as a point of reference for measurement, but not as the determinative factor for our named executive officers' compensation. The results of the studies do not supplant the significance of the individual performance of our named executive officers that the Compensation Committee considers when making compensation decisions. Because the information provided by compensation benchmark studies is just one of the pieces of information that is used in setting executive compensation, the Compensation Committee has discretion in determining the nature and extent of its use. Further, the Compensation Committee has discretion to determine the frequency of performing benchmarking and other studies. In 2009, due to the costs of performing a study, the decision to implement a salary freeze for our named executive officers, and the general industry and economic conditions, the Compensation Committee decided not to request a benchmarking study from our compensation consultants.

        Under its charter, the Compensation Committee has the authority to retain or terminate its advisors and compensation consultants and to approve their compensation; such advisory fees are borne by the Company. These advisors report directly to the Compensation Committee. The Compensation Committee engaged E&Y for the 2008 E&Y Compensation Benchmarking Study independently and without input from our management. E&Y did not provide, and was not asked by the Compensation Committee to provide, recommendations as to specific compensation payments to our named executive officers. The Compensation Committee has the authority to terminate the engagement of a compensation consultant at any time and to engage another consultant at its discretion. In December 2009, the Compensation Committee ended its engagement with E&Y and retained Mercer as its new compensation consultant.

        The 2008 E&Y Compensation Benchmarking Study provided the Compensation Committee with information regarding compensation programs of, and the average and median compensation levels among, companies in the peer group. E&Y also utilized several sources of published compensation survey data by matching, with management's input, the titles and job descriptions of our named executive officers with those in the surveys to provide the Compensation Committee with additional competitive compensation information. The E&Y engagement also included a study that provided the Compensation Committee with market data for each element of Board compensation, including cash retainers, meeting fees, committee fees and equity compensation.

        After review of the 2008 E&Y Compensation Benchmarking Study and taking into account the economic conditions in late 2008 and early 2009, the Compensation Committee chose not to increase the base salary of any of our named executive officers in 2009, except in connection with promotions that involved increases or changes in responsibilities.

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Management's Role in the Compensation-Setting Process

        The Compensation Committee oversees the executive compensation plans for our named executive officers. However, management plays an important role in the compensation setting process of our named executive officers. Management recommends to the Compensation Committee compensation plans, financial performance goals, safety performance goals and strategic goals relating to each named executive officer. Management also provides evaluations on the performance of and makes recommendations regarding the base salary levels and cash bonus and equity awards for our named executive officers (other than with respect to our Chief Executive Officer ("CEO")). While our management makes recommendations as to the goals and awards for named executive officers' compensation (other than with respect to our CEO), the Compensation Committee has final authority and complete discretion to ultimately set the compensation goals and awards of our named executive officers.

        At the request of the Compensation Committee, our CEO presents to the Compensation Committee his evaluation of the performance of our named executive officers and his recommendation regarding our named executive officers' compensation. The Compensation Committee considers these evaluations and recommendations in determining our named executive officers' salaries and amounts to be paid pursuant to our incentive plans.

        To assist the Compensation Committee, management also prepares information for certain Compensation Committee meetings, including, among other things, detailed analyses of salaries, cash and equity payouts under our incentive plans, recommendations of modifications to or the addition of new compensation programs. The Compensation Committee relies upon this information from management, along with recommendations by our CEO and outside consultants for peer group benchmarking studies' data on salaries and cash and equity incentive payouts. The purpose of these analyses is to present all the elements of actual compensation and potential future compensation for our named executive officers so that the Compensation Committee may evaluate all elements of our total compensation packages.

Elements of Executive Compensation

        In 2009, the key components of our compensation program for our named executive officers were: base salary, the Management Incentive Program ("MIP"), profit sharing contributions, the LTIP and other compensation consisting primarily of matching 401(k) contributions. Each component of our compensation program has an important role in creating compensation payouts that motivate and reward strong performance, help retain the named executive officers who deliver such performance and result in increased value to the stockholders.

Base Salary

        Base salary is a critical element of our named executive officers' compensation because it provides named executive officers with a base level of guaranteed monthly income to compensate them for services provided to our company. Base salaries for named executive officers, including our CEO, are determined annually by taking into account factors such as competitive Transmission and Distribution ("T&D") and Commercial and Industrial ("C&I") construction industry salaries, a subjective assessment of the nature of the position, contribution, experience and level of responsibility of the named executive officer and such named executive officer's length of service.

        The current base salaries for our named executive officers are as follows: Mr. Koertner, $500,000; Mr. Martinez, $255,000; Mr. Green, $310,000; Mr. Engen $275,000; Mr. Fluss, $245,000; and Mr. Swartz $275,000. Each of these salaries is subject to periodic review and adjustment, generally on an annual basis, by the Compensation Committee. Base salaries may be adjusted to realign salaries with market levels after taking into account individual responsibilities, performance and experience. Based

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on publicly available information, the Compensation Committee believes that the base salaries established for our executive officers, including our named executive officers, are generally competitive. None of our named executive officers received increases in base salary in 2009, except in connection with promotions that involved increases or changes in responsibilities. As of the date of this Proxy Statement, no adjustments have been made to the base salary of our named executive officers for 2010.

Management Incentive Plan

        The MIP is designed to provide our named executive officers with cash performance awards payable annually to reward the achievement of certain financial performance goals and safety targets that we believe are strongly linked to stockholder value creation. An important factor in our decision to pay our MIP awards in cash rather than in equity has been to ensure that our compensation program remains competitive with the programs of our direct competitors, which include private companies that generally pay all compensation in cash. Our MIP performance targets are measured against financial performance and safety goals that are established annually by the Compensation Committee and that encourage our named executive officers to increase stockholder value by focusing on growth in revenue and earnings and safety in operations.

        The payout for each named executive officer under the MIP is dependent on a percentage of each named executive officer's salary that the Compensation Committee determines to be subject to the plan and our performance measured against the financial and safety goals established by the Compensation Committee pursuant to the MIP. The factors considered in establishing the financial goals include pretax income, net income, retained earnings, return on equity ("ROE") and individual goals based on similar objective criteria that pertain to individual contributions to the achievement of such financial measures.

        Consistent with our compensation objective of linking named executive officers' compensation with performance, each named executive officer's 2009 award pursuant to the MIP was based on pretax income and ROE as the financial performance goals and total case rate and lost time cases as the safety performance goals. The performance goals are intended to be challenging and ambitious but also realistic enough to be reasonably attainable given a concerted effort by our named executive officers in consideration of current conditions and trends.

        The MIP provides for a range of payouts for achievement of the goals at percentages of base salary, as provided in the table below.

(1)

The MIP provides for a range of payouts based upon the achievement of our performance goals between (1) 75% and 100% and (2) 100% and 150% of the performance goals, both of which are determined by linear interpolation.

(2)

No payout under the MIP unless 75% of the performance goal, the threshold, is achieved.

        To illustrate the application of the formula under the MIP, you should assume that the named executive officer (who is not the CEO or COO) is paid an annual salary of $100,000. You should also assume that 70% of the award under the MIP is attributable to our achievement of our financial performance goals, of which 58% is based on our pretax income goal and 12% is based on our ROE

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goal at target, and the remaining 30% of the award is attributable to the achievement of our safety goals, of which 15% is attributable to total case rate and 15% is attributable to lost time cases. If we were to achieve 100% of our pretax income goal, 100% of our ROE goal, 90% of our total case rate goal and 95% of our lost time goal, under the terms of the MIP, the named executive officer would be entitled to an award equal to the sum of (i) 60% of their annual salary multiplied by the pretax income goal weighting factor of 58% multiplied by the achieved target of 100%, plus (ii) 60% of their annual salary multiplied by the ROE goal weighting factor of 12% multiplied by the achieved target of 100%, plus (iii) 60% of their annual salary multiplied by the total case rate weighting factor of 15% multiplied by the achieved 90% of target, plus (iv) 60% of their annual salary multiplied by the lost time weighting factor of 15% multiplied by the achieved 95% of target for a total award under the MIP of $58,650 (($100,000 * 60% * 58% * 100%) + ($100,000 * 60% * 12% * 100%) + ($100,000 * 60% * 15% * 90%) + ($100,000 * 60% * 15% * 95%)).

        In 2009, the target financial performance goals were set at a pretax income of $30.5 million and ROE of 11.6% for each of our named executive officers. We achieved pretax income of $26.7 million and ROE of 11.1% (i.e., less than 100% of our 2009 financial performance goals). In addition, we achieved 129% of our total case rate goal and more than 150% of our lost time goal. Because we did not meet 100% of all of our performance goals in 2009, the named executive officers did not receive maximum or target payouts under the MIP.

Long-Term Incentive Compensation

        We believe that long-term performance is achieved through an ownership culture that rewards and encourages our named executive officers to foster the long-term success of our company. We believe that an effective method to reward and encourage such success is through the use of stock-based awards. In connection with the 2007 Private Placement, our Board adopted the LTIP, which replaced the 2006 Stock Option Plan. The purposes of the LTIP are to attract, motivate and retain key employees and directors of our company upon whose judgment, initiative and efforts the financial success and growth of the business of our company largely depend, to provide additional incentive to our employees and directors through stock ownership and other rights that promote and recognize the financial success and growth of our company, and to align management's interests to that of the stockholders. The LTIP provides for grants of (a) incentive stock options qualified as such under U.S. federal income tax laws, (b) stock options that do not qualify as incentive stock options, (c) stock appreciation rights (or SARs), (d) restricted stock awards, (e) performance awards, (f) phantom stock, (g) stock bonuses, (h) dividend equivalents, or (i) any combination of such awards. The Compensation Committee determines who will receive awards under the LTIP and the limitations on those awards.

        Two million (2,000,000) shares of our common stock have been reserved for issuance under the LTIP. In December 2007, upon the closing of the 2007 Private Placement, we awarded stock options, at an exercise price of $13.00 per share, under the LTIP to our named executive officers as follows:

        During 2008 and 2009, no equity-based awards were granted under the LTIP to any of our named executive officers as we believed that the grants made in 2007 were sufficient to sustain an ownership culture.

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Equity Compensation Plan Information.

        The following table sets forth certain information regarding the Company's equity compensation plans as of December 31, 2009. At December 31, 2009, our only active equity compensation plan was the LTIP. As discussed elsewhere in this Proxy Statement, we are seeking approval of the LTIP at the Annual Meeting.

(1)

The following table shows the various equity compensation plans that are reflected in the total above for plans approved by security holders, including the outstanding options that were granted under the 2006 Stock Option Plan. The Board has made a determination that no further awards will be granted under the 2006 Stock Option Plan.

Other Compensation

        At its discretion, the Compensation Committee may authorize profit sharing contributions to the Diversified Holdings Savings Plan (our 401(k) plan) accounts of our employees, including our named executive officers. To be eligible for such a profit sharing contribution, the employee must be a participant in the 401(k) plan and employed on the last day of the 401(k) plan year (December 31). An employee's interest in contributions to his or her profit sharing account vests at a graduated vesting schedule of 20% per year of service for five years. After five years of service the employee would be 100% vested in all current and future contributions to his or her profit sharing account; provided the employee works a minimum of 1,000 hours each 401(k) plan year. The Compensation Committee approved a profit sharing contribution to the account of each of our employees for 2009 equal to 3.0% of each employee's base wages paid in the plan year, including each of our named executive officers (subject to applicable limits imposed by the IRS).

        Additionally, our employees, including our named executive officers, receive matching contributions under our 401(k) plan. We match 100% of an employee's pre-tax contributions up to the first 6% of such employee's base salary, up to the maximum allowed by the plan.

        Each named executive officer is also eligible to participate in all other benefit plans and programs that are or in the future may be available to our other executive employees, including any health insurance or health care plan, life insurance, disability insurance, retirement plan, vacation and sick leave plan, and other similar plans. In addition, each named executive officer is eligible for certain other benefits, including reimbursement of business and entertainment expenses, and the choice of a car allowance or the use of a company car with a gas card. The Board may revise, amend or add to the officer's executive benefits and perquisites as it deems advisable. We believe that these benefits and perquisites are consistent with those provided to senior executives at companies in the T&D and C&I industries.

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Exercise of Discretion in Executive Compensation Decisions

        The Compensation Committee has complete discretion to withhold payment pursuant to any of our incentive compensation plans regardless of whether we or our named executive officers have successfully met the goals set under these plans. Likewise, the Compensation Committee has the authority to grant payment under any of the plans despite the non-attainment by us or our named executive officers of the pre-established goals. For 2009, the Compensation Committee did not exercise such discretion in the payment or non-payment of awards to our named executive officers.

Employment Agreements, Severance Benefits and Change in Control Provisions

        In connection with the 2007 Private Placement, we entered into employment agreements, as amended on December 31, 2008, with each of our named executive officers (each an "Employment Agreement"). On March 11, 2010, the Compensation Committee approved amendments to each of the Employment Agreements (the "Amended Employment Agreements") that will become effective upon each named executive officer's execution of his Amended Employment Agreement. These amendments relate primarily to (i) the modification and removal of certain benefits, including severance pay, available to the named executive officers upon a voluntary termination of employment without good reason; and (ii) clarification of the intent of MYR Group and the named executive officers as to certain provisions of the Employment Agreements. Under each Employment Agreement, the named executive officer is eligible to receive base salary, an annual target bonus, as defined under the MIP (for 2009, the annual target bonus was equal to 80% of the executive's base salary for our CEO, 65% for our COO, and 60% for all other named executive officers), use of a company car and gas card or a car allowance in accordance with company policy, and is eligible to participate in all incentive, 401(k), profit sharing, retirement and welfare benefit plans, policies and arrangements applicable generally to our other similarly-situated executive officers. Subject to prior notice, each Employment Agreement automatically renews annually for an additional one-year term following an initial term of 3 years. Each Employment Agreement contains non-competition covenants restricting the ability of the named executive officer to compete with us, to solicit our clients or to recruit our employees during the term of his employment and for a period of one year thereafter and prohibiting him from disclosing confidential information and trade secrets. The Employment Agreements generally terminate upon a named executive officer's (a) death, (b) disability, (c) termination for "cause" by the Company or without "good reason" by the employee (as both are defined in the Employment Agreements and generally described below), (d) termination without cause or for good reason or (e) termination without cause or for good reason following a "Change in Control" (as defined in each Employment Agreement and generally described below). If termination results from any of the foregoing, each named executive officer would be entitled to all compensation earned and all benefits and reimbursements due through

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the date of termination. Additionally, if termination results from any of the reasons below, the named executive officer would be entitled to the following additional payments and/or benefits:

        We compete for executive talent in a highly competitive market in which companies routinely offer similar benefits to named executive officers. We view the cash severance and continuation of health and welfare benefits as appropriate for the named executive officers who may not be in a position to readily obtain comparable employment within a reasonable period of time due to the restrictive covenants in the Employment Agreements.

        Each Employment Agreement for the named executive officers generally defines "Cause" as a named executive officer's (a) a material breach of the non-competition provisions of the named

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executive officer's Employment Agreement, (b) the commission of a criminal act by the named executive officer against MYR Group, including but not limited to fraud, embezzlement or theft, (c) conviction or plea of no contest or nolo cotendre to a felony or any crime involving moral turpitude, or (d) the named executive officer's failure or refusal to carry out, or comply with, in any material respect, any lawful directive of the Board that is not cured within thirty days after the receipt of written notice from our company. "Good Reason" exists under each Employment Agreement if, among other things, such named executive officer's base salary and/or annual target bonus opportunity is reduced, his duties are materially reduced, he is required to relocate to a work site more than fifty miles from his current work site or if the company materially breaches a material provision of the named executive officer's Employment Agreement and fails to cure such breach within thirty days of the receipt of written notice of the breach.

Potential Payments Upon Termination or Change in Control

        The named executive officers have long service records with us and have provided the vision and leadership that has built us into the successful enterprise that we are today. We believe that providing change in control benefits will reduce the reluctance of our named executive officers to pursue potential change in control transactions that may be in our best interest while simultaneously preserving neutrality in negotiating and executing transactions that are favorable to us.

        Each Employment Agreement for the named executive officers generally defines a "Change in Control" as the occurrence of a "change in the ownership of the Company," a "change in the effective control of the Company" or a "change in the ownership of a substantial portion of the Company's assets" as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v), (vi) and (vii), respectively. As described above, if the named executive officer is terminated without cause or for good reason following a "Change in Control," the named executive officer would be entitled to all compensation earned and all benefits and reimbursements due through the date of termination, as well as to lump-sum payment of three times the named executive officer's base salary, target bonus and company-funded benefit continuation coverage for the named executive officer and his family for a period of two years, subject to forfeiture in the event the named executive officer becomes reemployed in the two-year period following his termination and gross-up payments for any related excise taxes.

        "Change in Control" is similarly defined in the LTIP. Under the terms of the LTIP award agreements may provide for the effect of a change in control, which may include any one or more of the following: (i) the acceleration or extension of time periods for purposes of exercising, vesting in, or realizing gain from any award granted under the LTIP, (ii) the waiver or modification of performance or other conditions related to the payment or other rights under an award; (iii) provision for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee, or (iv) other modifications or adjustments to an award as the Compensation Committee deems appropriate to maintain and protect the rights and interests of plan participants upon or following a change in control.

Anticipated Executive Compensation Program Design Changes for 2010

        During 2008, the Compensation Committee conducted a comprehensive review of compensation for the named executive officers with the assistance of E&Y. Although we view our compensation to be competitive with that offered by our peer and competitor companies, in light of the E&Y recommendations, we believe that we can strengthen our pay for performance program by tying a percentage of compensation to long-term company performance. Based on this objective, the Compensation Committee made certain modifications to our compensation programs to include the addition of awarding nonqualified stock options, restricted stock and performance shares. We currently anticipate that, for 2010, the long-term incentive compensation for our named executive officers will include nonqualified stock options, restricted stock and performance shares. We will further discuss

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these awards in the Compensation Discussion and Analysis to be included in our proxy statement for our 2011 Annual Meeting of Stockholders.

Deductibility of Executive Compensation

        Section 162(m) of the IRS Code generally limits to $1 million the U.S. federal tax deductibility of compensation paid in one year by publicly traded corporations to the CEO and certain other executives named in the compensation table of the company's proxy statement. Performance-based compensation is not subject to the limits on deductibility of Section 162(m), provided such compensation meets certain requirements, including stockholder approval of material terms of compensation.

        Our general philosophy is to qualify future compensation for tax deductibility under Section 162(m), wherever appropriate, recognizing that, under certain circumstances, the limitations may be exceeded. Qualification is sought to the extent practicable and only to the extent that it is consistent with our overall compensation objectives. For example, in the past, our MIP was not qualified under Section 162(m) because the Compensation Committee believed that it was important to retain a significant level of flexibility and simplicity in those programs to support our pay-for-performance philosophies. The Committee also believed that it employed other safeguards (such as a mechanism for comparing pay and performance) that, although not recognized under Section 162(m), did ensure that payments made under these programs were performance-based. Finally, given that the impact of non-deductibility in the past under Section 162(m) had not been material, the Compensation Committee viewed non-qualification of those plans as appropriate in light of the significant level of flexibility and simplicity of the programs.

        However, as a result of our on-going review of our compensation programs, the Compensation Committee determined that the MIP could be structured in such a way as to maintain a suitable level of flexibility and simplicity and, at the same time, could be treated as performance-based compensation under Section 162(m). Such treatment would allow those payments to be deductible under Section 162(m), to the extent that an executive officer's compensation exceeded $1 million, which would be beneficial to the company. Accordingly, they recommended approval to the full Board of Directors (which approval was given in February 2010) to seek stockholder approval of a new management incentive plan applicable only to our executive officers under Section 162(m). As a result, Item No. 2, relating to the approval of the Senior MIP, is included in this Proxy Statement.

        In addition, to preserve the deductibility of awards made under the LTIP, Section 162(m) requires that the LTIP be approved by our stockholders. As a result, Item No. 3, relating to the approval of the LTIP, is included in this Proxy Statement.

        If the LTIP and Senior MIP are approved, the following components of executive compensation would be excluded in determining deductibility under Section 162(m) of the IRS Code: annual bonus under the Senior MIP and stock option and performance share awards granted under the LTIP. Exclusion of those amounts under Section 162(m) would mean that they would be fully deductible, regardless of amount, assuming they are otherwise considered reasonable compensation and are within the limits of the plans. Payments of base salary and restricted stock (as anticipated to be structured) would not be excludable and, thus, any of those amounts that exceed $1 million in a calendar year would be non-deductible.

Conclusion

        We have designed and administer our compensation program in a manner that emphasizes the retention of our named executive officers and rewards them appropriately for positive results. We monitor the program in recognition of the dynamic marketplace in which we compete for talent and will continue to emphasize pay-for-performance and equity-based incentive plans that reward our named executive officers for results consistent with the interests of our stockholders.

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EXECUTIVE COMPENSATION TABLES

2009 Summary Compensation Table

        The following table shows the annual compensation earned by our named executive officers, for the fiscal years ended December 31, 2009, 2008 and 2007.

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2009 Grants of Plan-Based Awards

        The following tables set forth the target and range for grants of awards made to each of the named executive officers under the MIP for 2009.

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Outstanding Equity Awards at 2009 Fiscal Year End

        The following table set forth for each named executive officer, outstanding equity awards as of the end of the 2009 fiscal year. There were no outstanding stock awards at the end of the 2009 fiscal year.

2009 Option Exercises and Vesting of Stock Awards

        The following table set forth for each named executive officer, the activity for stock option exercises and vesting of stock awards during the year ended December 31, 2009.

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Potential Payments Upon Termination or Change in Control

        As described above in the Compensation Discussion and Analysis section, our named executive officers have severance and change in control clauses in their employment agreements. The following table summarizes and quantifies the compensation that would have become payable upon termination or a change in control on December 31, 2009, given the named executive officers compensation and service levels as of such date.