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

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MYR Group Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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MYR GROUP INC.
THREE CONTINENTAL TOWERS
1701 GOLF ROAD, SUITE 3-1012
ROLLING MEADOWS, IL 60008-4210

March 14, 2011

Dear Fellow Stockholder:

        You are cordially invited to attend the 2011 Annual Meeting of Stockholders of MYR Group Inc. We will hold the Annual Meeting at 9:00 a.m. local time on Thursday, May 5, 2011, at the DoubleTree Hotel, 75 West Algonquin Road, Arlington Heights, Illinois 60005. The meeting facilities will open to stockholders at 8:30 a.m. local time.

        The matters to be acted on at the Annual Meeting are described in the Notice of Annual Meeting of Stockholders and the Proxy Statement that follow this letter. Stockholders of record at the close of business on March 7, 2011, are entitled to notice of, and to vote at, the Annual Meeting.

        It is important that your shares are represented and voted at the Annual Meeting regardless of the size of your holdings. Please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope as soon as possible in order to ensure the presence of a quorum. If you do not vote promptly, we may incur additional costs in soliciting proxies. Voting by returning your proxy card in advance of the Annual Meeting does not deprive you of your right to attend and vote in person at the Annual Meeting. Any stockholder who later finds that he or she can be present at the meeting, or for any reason desires to do so, may revoke the proxy at any time before it is voted.

		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 2011 ANNUAL MEETING OF STOCKHOLDERS
OF MYR GROUP INC.

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TIME AND DATE:		9:00 a.m. local time on Thursday, May 5, 2011
PLACE:		DoubleTree Hotel 75 West Algonquin Road Arlington Heights, Illinois 60005
ITEMS OF BUSINESS:		(1)		Election of two Class I directors;
		(2)		Advisory resolution on executive compensation;
		(3)		Advisory vote on the frequency of holding an advisory vote on executive compensation;
		(4)		Approval of the MYR Group Inc. 2007 Long-Term Incentive Plan (Amended and Restated as of May 5, 2011);
		(5)		Ratification of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2011; and
		(6)		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, 4 and 5; and to hold an advisory vote on executive compensation every year for Item 3.
WHO CAN VOTE:		Stockholders of record at the close of business on March 7, 2011, are entitled to vote at the meeting, or any postponement or adjournment thereof.
2010 ANNUAL REPORT:		We have enclosed a copy of our 2010 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 23, 2011.

Important Notice Regarding the Availability of Proxy Materials for our
2011 Annual Meeting of Stockholders to be held May 5, 2011

        This Notice of Meeting, the Proxy Statement, and the 2010 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 14, 2011

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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
PROPOSAL NO. 1. ELECTION OF DIRECTORS			10
COMPENSATION COMMITTEE MATTERS			16
DIRECTOR COMPENSATION			19
COMPENSATION DISCUSSION AND ANALYSIS			21
PROPOSAL NO. 2. ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION			41
PROPOSAL NO. 3. ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION			43
PROPOSAL NO. 4. APPROVAL OF THE MYR GROUP INC. 2007 LONG-TERM INCENTIVE PLAN (AMENDED AND RESTATED AS OF MAY 5, 2011)			45
AUDIT COMMITTEE MATTERS			55
PROPOSAL NO. 5. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS			58
OTHER MATTERS THAT MAY BE PRESENTED AT THE ANNUAL MEETING			59
OWNERSHIP OF EQUITY SECURITIES			60
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			62
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			63
2012 ANNUAL MEETING OF STOCKHOLDERS			64
Appendix A: MYR Group Inc. 2007 Long-term Incentive Plan (Amended and Restated as of May 5, 2011)			A-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 14, 2011

PROXY STATEMENT
FOR 2011 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 5, 2011

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        This proxy statement contains important information regarding our Annual Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote, and information about voting procedures. As used herein, "we," "us," "our," "MYR Group" or the "Company" refers to MYR Group Inc., a Delaware corporation.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

1.     When and where is the Annual Meeting?

        We will hold our 2011 Annual Meeting of Stockholders on May 5, 2011, at 9:00 a.m. local time, at the DoubleTree Hotel, 75 West Algonquin Road, Arlington Heights, Illinois 60005. The meeting facilities will open to stockholders at 8:30 a.m. local time. Directions to the facilities are included at the end of this Proxy Statement.

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 2011 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 23, 2011, 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 2010 Annual Report to Stockholders or this Proxy Statement will be sent free of charge to any stockholder who sends a written request to Secretary at MYR Group Inc., 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois 60008-4210 or by calling (303) 853-7621.

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

        The Board established March 7, 2011, 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, 20,069,437 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 Annual Meeting.

4.

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

Five proposals are scheduled for vote at the Annual Meeting:

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Proposal 1. Election of Class I Directors.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR BOTH CLASS I DIRECTOR NOMINEES TO THE BOARD, EACH FOR A THREE YEAR TERM EXPIRING AT THE 2014 ANNUAL MEETING OF STOCKHOLDERS OR UNTIL HIS SUCCESSOR HAS BEEN DULY CHOSEN AND QUALIFIED.

You can find information about all of the current members of the Board, as well as the Board's nominees to serve as Class I directors, Henry W. Fayne and Gary R. Johnson, under the heading "Proposal No. 1. Election of Directors" in this Proxy Statement.

Proposal 2. Advisory resolution on executive compensation.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

You can find information about the advisory resolution on executive compensation under the heading "Proposal No. 2. Advisory Resolution on Executive Compensation" in this Proxy Statement.

Proposal 3. Advisory vote on the frequency of holding an advisory vote on executive compensation.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE OPTION OF ONCE EVERY YEAR AS THE FREQUENCY WITH WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.

You can find information about the advisory vote on frequency of holding an advisory vote on executive compensation under the heading "Proposal No. 3. Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation" in this Proxy Statement.

Proposal 4. Approval of the 2007 Long-Term Incentive Plan (Amended and Restated as of May 5, 2011).

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE 2007 LONG-TERM INCENTIVE PLAN (AMENDED AND RESTATED AS OF MAY 5, 2011).

You can find information about the 2007 Long-Term Incentive Plan (Amended and Restated as of May 5, 2011) under the heading "Proposal No. 4: Approval of the MYR Group Inc. 2007 Long-Term Incentive Plan (Amended and Restated as of May 5, 2011);" in this Proxy Statement.

Proposal 5. Ratification of the Appointment of Independent Auditors.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS MYR GROUP'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2011.

You can find information about our relationship with Ernst & Young LLP under the headings "Audit Committee Matters" and "Proposal No. 5: Ratification of the Appointment 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?

        With respect to 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 two director nominees with the most FOR votes will be elected.

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        With respect to approval of the advisory resolution on executive compensation, approval of the 2007 Long-Term Incentive Plan (Amended and Restated as of May 5, 2011), and the ratification of the appointment of independent auditors, you may vote FOR, AGAINST, or ABSTAIN with respect to each proposal. 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.

        With respect to the advisory vote on the frequency of future advisory votes on executive compensation, you may vote FOR every year, FOR every two years, FOR every three years, or ABSTAIN. The alternative receiving the greatest number of votes—every year, every two years or every three years—will be the frequency that stockholders approve.

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 your shares are held by a broker on your behalf (that is, in "street name"), and you do not instruct the broker as to how to vote these shares on Proposal Nos. 1, 2, 3, or 4, the broker may not exercise discretion to vote for or against those proposals. This would be a "broker non-vote" and these shares will not be counted as having been voted on the applicable proposal. With respect to proposal 5, the broker may exercise its discretion to vote for or against that proposal in the absence of your instruction. Please instruct your bank or broker so your vote can be counted on all proposals.

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 2012 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 "2012 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

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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.

        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, IST Shareholder Services, 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, IST Shareholder Services will receive the proxies and tabulate the votes cast. IST Shareholder Services 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 12, 2011. 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 Business Conduct and Ethics (the "Code of Ethics") 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 of Ethics 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 of Ethics 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.

        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 of Ethics 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 listing standards of the NASDAQ Stock Market ("Nasdaq"). Nasdaq listing standards 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 listing standards and information provided by each director, the Board determined that the following directors are independent: Jack L. Alexander, Larry F. Altenbaumer, Henry W. Fayne, Betty R. Johnson, Gary R. Johnson, Maurice E. Moore, and William D. Patterson. 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, which are 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 nine meetings in 2010 and acted by unanimous consent four times. All directors, including both Class I nominees, 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 and all directors serving at the time of the 2010 Annual Meeting of Stockholders, including both Class I nominees, attended that meeting.

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 in any way that it deems best for MYR Group at any given point in time. William A. 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 working knowledge of the industry and tenure with MYR Group and established communications with the Board. 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. Our overall corporate governance policies and practices, combined with the strength of our independent directors, minimize any potential conflicts that may result from combined roles of Chief Executive Officer and Chairman.

        In accordance with the Corporate Governance Principles, the independent directors selected Gary R. Johnson to serve as the Board's Lead Director. As Lead Director, Mr. Johnson has the authority to call meetings of the independent directors and his duties include, among others, presiding at executive sessions of the independent directors, which are typically held following Board meetings without management present and serving as a liaison between the chairman and the independent directors and, where appropriate, with the stockholders.

Risk Oversight

        MYR Group does not view risk in isolation, but considers risk as part of its regular consideration of business strategy and business decisions. Assessing and managing risk is the responsibility of MYR Group's management, which establishes and maintains risk management processes, including action plans and controls, to balance risk mitigation and opportunities to create stockholder value. It is management's responsibility to anticipate, identify and communicate risks to the Board and/or its committees. The Board oversees and reviews certain aspects of the Company's risk management efforts, either directly or through its committees. MYR Group approaches risk management by integrating its strategic planning, operational decision making and risk oversight, and communicating these risks and

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opportunities to the Board. The Board commits extensive time and effort discussing and agreeing upon the Company's strategic plan, and it reconsiders key elements of the strategic plan as significant events and opportunities arise during the year. As part of the review of the strategic plan, as well as in evaluating events and opportunities that occur during the year, the Board and management focus on the primary value drivers and risks for the Company.

        While the Board has primary responsibility for risk oversight, the Board's standing committees support the Board by regularly addressing various risks in their respective areas of oversight. Specifically, the Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with public reporting requirements. The Compensation Committee assists the Board in fulfilling its risk management oversight responsibilities associated with risks arising from compensation policies and programs. The Nominating and Corporate Governance Committee assists the Board in fulfilling its risk management oversight responsibilities associated with risks related to corporate governance. Each of the committee chairs reports to the full Board at regular meetings concerning the activities of the committee, the significant issues it has discussed and the actions taken by the committee.

        We believe that our leadership structure supports the risk oversight function of the Board. With our Chief Executive Officer serving as Chairman of the Board, he is able to promote open communication between management and directors relating to risk. Additionally, each Board committee is chaired by an independent director and all directors are actively involved in the risk oversight function.

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—each comprised entirely of independent directors, membership in 2010 was as follows:

2010 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
Maurice E. Moore(1)		X		—		X
William D. Patterson		Chair		X		—
Carter A. Ward(2)		X		—		X
Number of Meetings in 2010		5		5		3

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(1)

The Board appointed Mr. Moore as a Class II director and member of the Audit and Nominating and Corporate Governance committees on May 21, 2010.

(2)

Mr. Ward resigned from the Board on June 30, 2010.

        The Board adopted a written charter for each of its three standing committees. 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, (iv) overseeing the evaluation of the Board and Board committees, and (v) to provide oversight with respect to corporate governance and ethical conduct.

Criteria for Nomination to the Board of Directors and Diversity

        Candidates for nomination to the Board are selected by the Nominating and Corporate Governance Committee in accordance with the Committee's charter, our Certificate of Incorporation and Bylaws, our Corporate Governance Principles, and additional criteria that may be adopted by the Board regarding director candidate qualifications. The Nominating and Corporate Governance Committee will evaluate all candidates in the same manner and using the same criteria, regardless of the source of the recommendation.

        Since the identification and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of the Board from time to time, there is not a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet legal, Nasdaq listing requirements and the provisions of our Certificate of Incorporation, Bylaws, Corporate Governance Principles, and charters of the Board's committees. When considering nominees, the Nominating and Corporate Governance Committee may take into consideration many factors including a candidate's:

•

record of accomplishment in his or her chosen field;



•

depth and breadth of experience at an executive, policy-making level in business, financial services, academia, law, government, technology or other areas relevant to the Company's activities;



•

personal and professional ethics, integrity and values;



•

commitment to enhancing stockholder value;



•

ability to exercise good judgment and provide practical insights and diverse perspectives;



•

absence of real and perceived conflicts of interest;



•

ability and willingness to devote sufficient time to become knowledgeable about the Company and to effectively carry out the duties and responsibilities of service;



•

ability to attend all or almost all Board meetings in person;



•

ability to develop a good working relationship with other members of the Board; and



•

ability to contribute to the Board's working relationship with senior management.

        When considering nominees, the Nominating and Corporate Governance Committee may also consider whether the candidate possesses the qualifications, experience and skills it considers appropriate in the context of the Board's overall composition and needs. In addition, our Corporate Governance Principles specify that the Nominating and Corporate Governance Committee should consider the value of diversity on the Board in the director nominee identification and nomination process. Accordingly, while the Company does not have specific policy regarding diversity, the

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Committee's evaluation of director nominees includes consideration of their ability to contribute to the diversity of personal and professional experiences, opinions, perspectives and backgrounds on the Board. Nominees are not discriminated against on the basis of race, color, religion, sex, ancestry, national origin, sexual orientation, disability or any other basis prescribed by law. The Committee will assess the effectiveness of this approach as part of its review of the Board's composition as well as in the course of the Board's and Committee's self-evaluation process. The Nominating and Corporate Governance Committee also considers candidates for Board membership suggested by stockholders using the criteria discussed above.

        Under the heading "Proposal No. 1—Election of Directors," we provide an overview of each nominee's principal occupation, business experience and other directorships of publicly-traded companies, together with the qualifications, experience, key attributes and skills the Committee and the Board believe will best serve the interests of the Board, the Company and our stockholders.

Board and Committee Self-Evaluations

        The Board and each of the Nominating and Corporate Governance, Compensation and Audit committees conduct an annual self-evaluation, which includes both a qualitative and quantitative assessment by each director of the performance of the Board and the committee or committees on which the director sits. The Nominating and Corporate Governance Committee oversees the evaluation process.

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PROPOSAL NO. 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 2011 Annual Meeting, the Class I director positions are up for election.

        The Nominating and Corporate Governance Committee recommended to the Board, and the Board approved, the nomination of Henry W. Fayne and Gary R. Johnson as Class I directors, each for a term ending at the 2014 Annual Meeting of Stockholders or until his successor has been chosen and qualified.

        If either 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.

        Neither of the nominees is 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 tables below.

        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. Additionally, the Board considered and valued that each of our directors has extensive experience as a business leader and has a strong understanding of business operations in general. In particular, the Board considered that 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.

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        The following is information as of March 14, 2011, regarding each director who is up for election at the Annual Meeting:

Henry W. Fayne    Age: 64 Director Since: 2007 Director Class: Class I		Mr. Fayne has 30 years of experience with American Electric Power ("AEP"), an electric utility company servicing 5 million customers in eleven states. During his tenure from 1974 to 2004, he held senior positions in both finance and operations. Most recently, he served as Executive Vice President of Energy Services and was responsible for transmission, distribution and customer relations operations for the AEP system, which consisted of approximately 15,000 line workers. He also served as Chief Financial Officer and Executive Vice President—Financial Services and was responsible for financial planning and budgeting, risk management, internal audits, accounting and treasury functions. After retiring from AEP in 2004, Mr. Fayne began providing advisory and consulting services to various companies, including Century Aluminum Company. In addition to serving on the Board, Mr. Fayne currently serves as chairman of the board of directors for Southwest Generation, LCC, a privately held gas fired generating company; director and chairman of the audit committee of the board of directors for Murray Energy Corporation, a privately held coal mining company; and sits on the boards of directors of Youth and Families, a non-profit organization serving at risk children in Franklin County, Ohio and Habitat for Humanity of Greater Columbus, Ohio.
		Mr. Fayne holds a Bachelor of Arts degree in Economics from Columbia College of Columbia University and a Masters of Business Administration degree from the Columbia Graduate School of Business.

Qualifications, Experience, Key Attributes and Skills:

With over 35 years of total industry experience, Mr. Fayne's extensive background in financial planning, budgeting, risk management and operational experience with AEP combine to provide extremely relevant insight and guidance related to our primary operations. His substantial executive leadership expertise and consulting experience are directly relevant to our operations and activities as well as to his service on our Audit and Compensation Committees, and help aid the Board's strategic and high-level planning as well as the Board's understanding of our customers and competitors. Mr. Fayne's participation on a variety of other boards provides him with a well-rounded perspective to further enhance the Board's understanding of the industry.

Gary R. Johnson    Age: 64 Director Since: 2007 Director Class: Class I		Most recently, Mr. Johnson was Vice President and General Counsel of Xcel Energy and its wholly-owned subsidiary, Northern States Power Company. Xcel Energy is a leading combination electricity and natural gas energy company offering a comprehensive portfolio of energy-related products and services to 3.4 million electricity customers and 1.9 million natural gas customers throughout the western and midwestern United States. Mr. Johnson occupied this position from 2000 until his retirement in 2007.
		He holds a bachelor's degree in history from the University of Minnesota and a Masters in Public Administration degree from Ohio State University. Mr. Johnson is a graduate of the University of Minnesota Law School.

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Qualifications, Experience, Key Attributes and Skills:

Through his distinguished career as an executive officer and general counsel at Xcel Energy and Northern States Power Company, Mr. Johnson gained a broad understanding of the business, legal issues and regulatory landscape of the electrical utility industry. Serving as lead director on the Board and the Chairman of the Nominating and Corporate Governance Committee, Mr. Johnson uses his vast knowledge to provide a valuable perspective that assists the Board in its understanding of current legal and regulatory issues facing us and the industry, as well as into the challenges of operating a nationwide company.

        The following is information regarding Class II and Class III directors serving as of March 14, 2011:

Qualifications, Experience, Key Attributes and Skills:

Mr. Alexander's background as a senior executive at MidAmerican and varied industry experience in transmission and distribution, electric generation, energy trading, marketing and sales, risk management, legislation and regulation, engineering, corporate planning and human resources provides him with an extremely broad and fundamental understanding related to several of our operations and organizational structure, utility operations and the transmission and distribution business sector. He also has extensive experience with mergers and acquisitions including asset valuations and due diligence on a number of utility acquisitions. His knowledge and experience is extremely relevant to Mr. Alexander's role as a member on the Audit Committee. While at MidAmerican, Mr. Alexander was responsible for the construction of over $2.0 billion of new electric generation in the state of Iowa including one of the world's largest land-based wind energy projects. He also has experience serving as MidAmerican's chief company spokesperson on a number of IBEW labor contract negotiations. His human resources leadership and experience in labor relations, contract negotiations, compensation and benefits, employment and employee development and training provide a unique and thorough perspective that is of great value in Mr. Alexander's role on our Compensation Committee.

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Qualifications, Experience, Key Attributes and Skills:

Ms. Johnson's experience as a financial officer at a variety of companies as well as her construction background, direct employment with us and understanding of finance and accounting, risk auditing, internal controls and procedures for financial reporting processes for large publicly traded corporations provide her with a strong foundational understanding of our financial requirements as well as the financial challenges and issues facing the Company, industry and market. This combination of background and experience ideally positions Ms. Johnson as a key member on both the Audit and Nominating and Corporate Governance Committees.

Qualifications, Experience, Key Attributes and Skills:

Mr. Moore is our newest board member and has substantial leadership, financial services and capital expenditures experience, and has advised a variety of clients engaged in energy and renewable energy

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markets. His skills in originating, negotiating and financing large capital projects in both similar and varying environments serve as a guiding force concerning our capital investment and expenditure plans. In addition, his financial advisory involvement on other boards provides a diverse range of insight that contributes to the Board's understanding of the markets in which we operate, especially as it relates to issues surrounding our involvement in renewable energy. Mr. Moore's business acumen and participation on the Audit and Corporate Governance Committees help to broaden our exposure and understanding of successful financial practices and growth strategies.

Qualifications, Experience, Key Attributes and Skills:

Mr. Altenbaumer's long record of achievement in various leadership positions at Illinois Power, including President, enables him to provide valuable insight into key aspects of successfully managing our day to day business and management operations. This experience and his current position as a director of the Southwest Power Pool and a member of its Human Resources Committee and Finance Committee support his role as Chairman of the Compensation Committee. His executive management roles and range of consulting experience both in and outside of the industry strengthen Mr. Altenbaumer's ability to provide strategic leadership to help us better position ourselves for future growth and success. In addition, Mr. Altenbaumer's board service for Decatur Memorial Health Systems and the Southwest Power Pool along with the nature of his activity in support of several ArcLight portfolio companies provide him with relevant expertise in areas related to corporate governance issues affecting U.S. publicly traded companies and arm him with a wide base of knowledge related to his membership on the the Board's Corporate Governance Committee.

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Qualifications, Experience, Key Attributes and Skills:

Through Mr. Koertner's tenure as both President and CEO and Chief Financial Officer of MYR Group, he has gained an in-depth understanding of our day-to-day operations and has helped to develop and set our short and long-term growth strategies. He has been an instrumental force in building and maintaining key customer, vendor and investor relationships that have played an integral role in helping to further understand our business goals, the markets in which we operate, and our competitive climate, all of which have contributed greatly to the success of the Company. Mr. Koertner also brings a wealth of financial expertise and utility background to his role, and possesses an expert understanding of accounting practices, treasury, risk management, MIS and fleet operations, providing sound guidance to the board regarding our strategies and management.

Qualifications, Experience, Key Attributes and Skills:

Mr. Patterson is a financial executive and expert with 30 years of experience primarily serving the regulated utility and energy/utility infrastructure markets. As an independent director and Chairman of the Audit Committee and a member of the Compensation Committee, Mr. Patterson brings a broad-based track record of success as a banker, investor, and advisor and has held senior management and independent director positions for both public and private companies. His service as a senior executive for various companies in the utility industry provides him with an unparalleled understanding and awareness of our markets and a valuable perspective in the review and analysis of financial statements and results.

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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 a "non-employee" director as defined in Rule 16b-3(b)(3) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and as an "outside" director within the meaning of Section 162(m)(4)(c)(i) of the Internal Revenue Code of 1986, as amended (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. The compensation consultants are retained to provide a variety of executive and director compensation-related services, which include evaluating the competitive position of our named executive officer and director compensation, advising on incentive award programs and actions, and briefing the Compensation Committee on executive and director compensation trends.

        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 through November 2009, the Compensation Committee retained E&Y as its primary compensation consultant. 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 had been retained by MYR Group as its independent auditors for the fiscal

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year ended December 31, 2009. To avoid any actual or perceived conflict of interest, the Compensation Committee decided not to continue using E&Y as its primary compensation consultant. Effective November 2009 and continuing through 2011, the Compensation Committee elected to retain Mercer to serve as its compensation consultant. Mercer did not perform any non-executive compensation-related services for MYR Group in 2010. In 2010, total fees paid to Mercer for services provided as our compensation consultant were less than $120,000.

Compensation Risk Assessment

        The Compensation Committee considers potential risks when reviewing and approving compensation programs. We have designed our compensation programs, including our incentive compensation plans, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk taking. The following elements have been incorporated in our programs available for our executive officers:

•

A Balanced Mix of Compensation Components—The target compensation mix for our executive officers is composed of salary, annual cash incentives and long-term equity incentives, representing a mix that is not overly weighted toward short-term cash incentives.



•

Multiple Performance Factors—Our incentive compensation plans use Company-wide metrics, which encourage focus on the achievement of objectives for the overall benefit of the Company:



•

The 2010 annual cash incentive was dependent on multiple performance metrics including pretax income, as adjusted for unusual or nonrecurring items, return on equity ("ROE"), backlog, and safety performance.



•

The long-term incentives are equity-based with a three-year and five-year vesting schedules to complement our annual cash based incentives.



•

Capped Incentive Awards—Annual cash incentive awards are capped at 150% of target and the amount of performance shares that can be earned is limited to 200% of target award.



•

Stock Ownership Guidelines—Guidelines call for significant share ownership, which aligns the interests of our executive officers with the long-term interests of stockholders.

        Additionally, the Compensation Committee considered an assessment of compensation-related risks for all of our employees. Based on this assessment, the Committee concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. In making this evaluation, the Committee reviewed the key design elements of our compensation programs in relation to industry practices, as well as the means by which any potential risks may be mitigated, such as through our internal controls and oversight by management and the Board.

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Compensation Committee Report for the Year Ended December 31, 2010

        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 2010 Form 10-K.

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DIRECTOR COMPENSATION

        We use a combination of cash and equity-based compensation to attract and retain non-employee directors and to compensate such directors for their service on the Board in an amount that is commensurate with their role and involvement. In setting director compensation, the Compensation Committee and the Board considered an analysis prepared by E&Y in March 2009 of reported non-employee director compensation practices at the same peer companies used for the Compensation Committee's evaluation of named executive officers' compensation. This analysis included information on prevalent practices for retainers, fees and equity compensation. In addition, the Compensation Committee and the Board considered the significant amount of time our directors will expend in fulfilling their duties.

Cash Compensation

        For the year ended December 31, 2010, the Board approved the following cash 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 each chairperson of the Audit and Compensation Committees, and $5,000 annually for the chairperson of the Nominating and Corporate Governance 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.

Equity Compensation

        In 2010, the Board approved time based restricted stock grants with a value of approximately $10,000 to each non-employee director, except Mr. Ward. Each grant vests ratably over a three-year period, but may be accelerated upon a change in control, as defined in the 2007 Long-Term Incentive Plan (the "LTIP"), provided the grantee is a member of the Board. Unvested restricted stock grants are forfeit when a director leaves the Board.

Stock Ownership Guidelines

        On March 3, 2011, the Board established stock ownership guidelines for our non-employee directors to reinforce the importance of aligning the interests of the members of the Board with the interests of our stockholders. The guideline requires directors to meet ownership levels measured as a value equal to or greater than four times the annual retainer. Non-employee directors have five years from the later of March 31, 2011 and the date the non-employee was appointed to the Board to attain these ownership levels. We also have an insider trading policy which, among other things, prohibits directors from hedging the economic risk of their stock ownership.

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2010 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, 2010.

(1)

The Board appointed Mr. Moore as a Class II director and member of the Audit and Nominating and Corporate Governance committees on May 21, 2010.

(2)

Mr. Ward resigned from the Board on June 30, 2010. Mr. Ward did not receive any equity compensation in 2010. Additionally, the amount of fees earned or paid in cash for 2010 were paid directly to the ArcLight Fund, which is an affiliate of ArcLight. Mr. Ward serves as a manager of the ArcLight Fund.

(3)

Represents the aggregate grant date fair value of awards of restricted stock granted during the fiscal year ended December 31, 2010 in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718. Mr. Moore was granted 687 restricted shares on August 12, 2010 in connection with his appointment to the Board. Each of the other non-employee directors, with the exception of Mr. Ward, was granted 582 restricted shares on March 24, 2010. Generally the aggregate grant date fair value is the amount that we would expense in our financial statements over the award's vesting schedule, which is three years. These amounts reflect our accounting expense for these awards and may not correspond to the actual value that may be recognized by the directors. Assumptions used in the calculation of these amounts are included in footnote 12 to our audited consolidated financial statements for the fiscal year ended December 31, 2010 included in our Annual Report on Form 10-K.

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COMPENSATION DISCUSSION AND ANALYSIS

Overview and Objectives of our Compensation Programs

Introduction

        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 2010 were as follows:

•

William A. Koertner, President and Chief Executive Officer



•

Marco A. Martinez, Vice President, Chief Financial Officer and Treasurer



•

William H. Green, Senior Vice President and Chief Operating Officer



•

John A. Fluss, Group Vice President



•

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



•

Richard S. Swartz, Jr., Senior Vice President

Executive Summary

        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.

        Although we do not use a specific formula to determine the mix of performance-based and fixed compensation paid to our named executive officers, our emphasis on pay-for-performance resulted in performance-based compensation (which we define as stock option awards, performance shares awards and cash awards) representing a significant part of named executive officer's compensation in 2010. In 2010, performance-based compensation represented 54.5% of the target Total Direct Compensation (which we define as base salary, target bonus under our SMIP and target value of equity awards under our LTIP for our CEO and an average of 47.7% for our other named executive officers, as shown in the chart below.

        2010 Target Performance Based Compensation

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        The target Total Direct Compensation for our CEO and named executive officers was below the median for the 2010 Peer Group (as discussed below under "Benchmarking and Use of Compensation Consultants").

        As further described below, our Compensation Committee's primary actions with respect to our 2010 compensation programs for our named executive officers consisted of:

•

Keeping base salaries at their 2009 levels due to general economic conditions and compensatory practices of our competitors;



•

Amending the named executive officers' employment agreements to remove provisions that would have provided them with severance payments upon a voluntary termination;



•

Implementing the SMIP, which was approved by our stockholders in 2010 and provided bonuses to our named executive officers based on our successful performance in various financial and safety metrics; and



•

Granting equity awards under our LTIP that provided a mix of retention-based awards and awards that will reward our executives for the achievement of long-term performance goals that are intended to maximize stockholder value.

Objectives of our Compensation Programs

        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 industries;



•

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

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•

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

Management's Role in Setting Compensation

        The Compensation Committee oversees the executive compensation program for our named executive officers. Our management also plays an important role in setting the compensation of our named executive officers by initially recommending various components of compensation, including financial performance goals, safety performance goals and strategic goals relating to each named executive officer. Management also makes recommendations regarding the base salary, 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 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 the amounts that may be paid under our incentive plans.

        To assist the Compensation Committee, management also prepares information "tally sheets." In making compensation decisions, the Compensation Committee reviews outside peer group benchmarking studies' data on salaries and cash and equity incentive payouts, the tally sheets and recommendations by our CEO. The purpose of the tally sheets is to provide the Compensation Committee the information on key elements of actual compensation and potential compensation for our named executive officers so that the Compensation Committee may fully evaluate our total compensation packages. Further, the Compensation Committee typically discusses compensation decisions with its independent compensation consultant and deliberates on such decisions without management present.

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Summary of Compensation Programs

        This table summarizes the elements of our compensation programs for our named executive officers.

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Benchmarking and Use of Compensation Consultants

        To determine market pay levels, the Compensation Committee utilizes compensation benchmarking studies that are prepared and compiled for the Compensation Committee by outside consultants. The Compensation Committee believes that the compensation benchmarking studies provide valuable information during the Compensation Committee's review and design of both named executive officer's overall compensation levels as well as individual components of compensation including the allocation of compensation between long-term and short-term compensation and cash and non-cash compensation.

        In 2008, E&Y performed a compensation benchmarking study (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 fifteen companies as peer group companies (the "2008 Peer Group") for inclusion in the 2008 E&Y Compensation Benchmarking Study either because they were 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 and generally have similar revenue. In 2009, due to the costs of performing a study, prevailing market conditions and the decision to freeze salaries (except in connection with promotions) for our named executive officers through 2010, the Compensation Committee determined that it was unnecessary to hire an outside compensation consultant and, therefore, elected to not engage a compensation consultant for specific advice with respect to our 2010 compensation program. Instead, the Compensation Committee generally continued to use the data provided in the 2008 E&Y Compensation Benchmarking Study.

        In 2010, Mercer performed a similar executive compensation study (the "2010 Mercer Executive Compensation Review") which was presented to the Compensation Committee in October 2010. Prior to Mercer performing its executive compensation review, the Compensation Committee and Mercer reviewed the companies comprising the 2008 Peer Group and, as described below, made minor revisions to the list of the companies used as peers for the 2010 Mercer Executive Compensation Review (the "2010 Peer Group"). The criteria the Compensation Committee used to identify the 2010 Peer Group included construction and engineering companies in our industry with annual revenue between 1/3^rd and 3 times our annual revenue. Using these criteria, the Compensation Committee

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removed Emcor Group, Inc. and Quanta Services, Inc. from the 2010 Peer Group because both fell outside the applicable revenue range. The 2010 Peer Group added Willbros Group, Inc., Primoris Services Corporation and ENGlobal Corporation. The 2010 Mercer Executive Compensation Review was not used by the Compensation Committee in establishing our 2010 compensation program, but the Compensation Committee expects that it will consider such review in respect to our 2011 compensation program.

        The 2008 E&Y Compensation Benchmarking Study, which was used by the Compensation Committee in establishing the 2010 compensation program, 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. The 2008 E&Y Compensation Benchmarking Study also provided the Compensation Committee with information regarding compensation programs of, and the average and median compensation levels among, companies in the 2008 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.

        The Compensation Committee believes that it is appropriate to utilize compensation benchmarking studies of our peer and competitor companies 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.

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Key Decisions in 2010 Regarding Elements of our Executive Compensation

        In 2010, the key components of our compensation program for our named executive officers were:

•

base salary;



•

the SMIP;



•

the LTIP;



•

profit sharing contributions; 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. To balance the need to compensate our executive officers at competitive rates with our desire to align their interests with those of our stockholders, we provide a balanced mix of cash and equity-based payments.

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 us.

        Based on the Compensation Committee's review of the overall economy and the named executive officers' salaries relative to the market data, the Compensation Committee determined that the salaries of each of the named executive officers was appropriately positioned and no salary adjustments were made for our named executive officers during fiscal year 2010. In 2009, Mr. Swartz and Mr. Engen received increases in base salary in connection with promotions and corresponding expansions of their responsibilities.

Senior Management Incentive Plan

        The SMIP is designed to provide our named executive officers with cash performance awards payable annually to reward the achievement of certain financial and safety performance goals that we believe are strongly linked to stockholder value creation. An important factor in our decision to pay our SMIP 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 primarily pay their executives with cash. Our SMIP 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 SMIP 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 SMIP.

        Consistent with our compensation objective of linking named executive officers' compensation with performance, each named executive officer's 2010 award pursuant to the SMIP 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. In addition, Mr. Fluss had backlog for the business units he managed as an additional financial objective. 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.

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        Each executive's bonus opportunity under the SMIP is expressed as a percentage of his base salary and depends on the level of achievement of the performance goals, as provided in the table below.

        The performance goals for target, threshold and maximum, as well as the actual level of performance achieved for SMIP plan year 2010, are displayed in the following table (dollars in thousands):

        The following table shows performance goals weighting that are applied to the named executive officers' base salary to determine payout for awards under the SMIP in 2010:

        Under our SMIP, target incentive opportunities are expressed as a percentage of base salary, which percentage is determined by the Compensation Committee, based on position, market pay levels and our overall compensation philosophy, which emphasizes performance-based compensation. The table below sets forth for SMIP plan year 2010 target annual incentive opportunities for threshold, target and

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maximum performance levels. The actual payout amounts are computed based on the actual performance, as outlined above, under our SMIP for plan year 2010.

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 our long-term success. We believe that an effective method to reward and encourage such success is through the use of stock-based awards. The purposes of the LTIP are to attract, motivate and retain our key employees and directors upon whose judgment, initiative and efforts the financial success and growth of our business largely depends, to provide additional incentive to our employees and directors through stock ownership and other rights that promote and recognize our financial success and growth, and to align management's interests to that of our stockholders. The Compensation Committee determines who will receive awards under the LTIP, the amounts of the awards and the limitations on those awards.

        The Compensation Committee approved annual equity awards to the named executive officers in 2010 after considering the target value of equity for each named executive officer recommended by E&Y in its 2008 Executive Compensation Study, compensation levels of our compensation peer companies, and general individual and corporate performance. The Compensation Committee elected to award equity to our named executive officers during 2010 composed of one-third stock options, one-third restricted stock and one-third performance shares. The Compensation Committee elected this mix because it concluded that doing so represented an appropriate balance between the incentives provided by the different types of equity. For example, stock options only generate value if the value of the stock appreciates; restricted stock provides a benefit by helping to retain key employees; and performance shares are designed to vary the level of rewards a named executive officer receives dependent on actual corporate performance results that are critical to stockholders.

        The Compensation Committee approved equity award grants to our named executive officers in the following amounts based on grant-date fair value, consistent with the presentation in the Summary Compensation Table:

        The performance shares granted in 2010 will be earned based on the achievement of the target level of ROE. The number of performance shares earned from this award is dependent on the actual

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level of ROE achieved for the performance period running from January 1, 2010 through December 31, 2012, and the number of earned shares can vary between 0% and 200% of the target number. However, in no case will the earned number of shares exceed 200% of the target number.

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. The Company made no profit sharing contributions, including to our named executive officers, in 2010.

        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 that are generally available to MYR Group employees, including reimbursement of business and entertainment expenses, reimbursement of relocation expenses and perquisites including 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.

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. For 2010, 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 our private placement in 2007 (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 became effective upon each named executive officer's execution of his Amended Employment Agreement. These amendments relate primarily to:

•

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



•

clarification of the intent of MYR Group and the named executive officers as to certain provisions of the Employment Agreements.

        The Amended Employment Agreements provide for severance payments and benefits upon a termination of a named executive's employment without cause or for "good reason," as further described below in the description of the Amended Employment Agreements in the narrative to the 2010 Grants of Plan-Based Awards Table. 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, including a one-year non-compete covenant, in the Employment Agreements.

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        In addition, the Amended Employment Agreements provide for additional severance payments and benefits upon a termination of a named executive's employment without cause or for "good reason" within one year following a change in control (i.e., only on a so-called "double trigger" basis). 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.

Deductibility of Executive Compensation

        In developing the compensation packages for the named executive officers, the Compensation Committee considered the deductibility of executive compensation under Section 162(m) of the IRS Code. Section 162(m) generally disallows a tax deduction for compensation that we pay to our Chief Executive Officer or any of the next three most highly compensated executive officers (other than our Chief Financial Officer) to the extent that the compensation for any such individual exceeds $1 million in any taxable year. However, this deduction limitation does not apply to compensation that is "performance-based" under 162(m).

        The Compensation Committee has not adopted a policy requiring all compensation to be deductible under Section 162(m) of the IRS Code, in order to maintain flexibility in making compensation decisions. Portions of the compensation we pay to certain of the named executive officers may not be deductible due to the application of Section 162(m) of the IRS Code. In 2010, our stockholders approved a plan applicable to annual bonuses for our named executive officers. The Committee anticipates that this plan will result in tax deductibility for any compensation we pay to such executive officers that exceeds $1 million in any taxable year. However, the Committee may from time to time approve compensation that is not deductible under Section 162(m) if it determines that it is in our best interest to do so.

Stock Ownership Guidelines

        On March 3, 2011, the Compensation Committee adopted stock ownership guidelines for our named executive officers to encourage our executives to have a long-term equity stake in MYR Group and align their interests with the interests of our stockholders. These guidelines reinforce the importance of aligning the interests of our named executive officers with the interests of our stockholders. The guidelines provide that each named executive officer must meet ownership levels measured based on a multiple of his or her annual base salary, as set forth below:

        Named executive officers have five years from March 31, 2011 to attain these ownership levels. We also have an insider trading policy which, among other things, prohibits named executive officers from hedging the economic risk of their stock ownership.

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Clawback Arrangements

        Each of the agreements underlying equity awards granted to our named executive officers under our LTIP permits the Compensation Committee to cause MYR Group to recover shares of common stock or cash paid to the named executive officer with respect to the applicable award if:

•

we restate any part of our financial statements for any fiscal year or years covered by the respective award due to a material noncompliance with any applicable financial reporting requirement; and



•

the Compensation Committee determines that the respective named executive officer is personally responsible for causing the restatement as a result of his or her personal misconduct or any fraudulent activity on the part of the named executive officer.

        In the case of stock options, to the extent an applicable named executive officer exercises a stock option within a period of 18 months prior to the restatement, we may recover from the named executive officer any equity acquired by the named executive officer or any net proceeds of any exercises and sales. For grants of restricted stock, we may recover any shares that vested within the period of 18 months prior to the restatement or the net proceeds of any sales of such shares. With respect to performance shares, the amount of any cash or shares recoverable is limited to the amount by which the payments exceeded the amount that would have been paid to the named executive officer had our financial statements for the applicable restated fiscal year or years been initially filed as restated, as reasonably determined by the Compensation Committee.

Conclusion

        We have designed and administer our compensation programs in a manner that emphasizes the retention of our named executive officers and rewards them appropriately for positive results. We monitor the programs 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

2010 Summary Compensation Table

        The following table shows the annual compensation earned by our named executive officers, for the fiscal years ended December 31, 2010, 2009 and 2008.

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2010 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 SMIP and LTIP for 2010.