Exhibit 10.5  AMENDED AND RESTATED  EMPLOYMENT AGREEMENT 
[Name]*  This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT,
dated as of March 11, 2010
(this Agreement), is by and between MYR
Group Inc., a Delaware corporation (the Company), and [Name]*, (the Key Employee).  W I T N E S S E T H:  WHEREAS, the Company
has identified the Key Employee as an integral part of the Companys operation
and management; and  WHEREAS, the Company
recognizes the Key Employees efforts and desires to reward those efforts to
protect and enhance the best interests of the Company; and  WHEREAS,the Company and the Key Employee entered into an
employment agreement dated as of December 1, 2007 (the Original Agreement); and  WHEREAS,the Original Agreement became effective December 20, 2007(the Effective Date),
which date was the date of closing of the offering and sale of equity
securities by the Company pursuant to a Purchase/Placement Agreement to be
entered into by and between the Company and Friedman, Billings, Ramsey &
Co., Inc. (the Financing);
and  WHEREAS, the Company
and the Key Employee amended and restated the Original Agreement effective December 31,
2008 to obtain or preserve compliance with, or exemption from Section 409A
of the Internal Revenue Code of 1986, as amended (the Amended Agreement); and  WHEREAS, the Company
and the Key Employee desire to further amend and restate the Amended Agreement;  NOW,
THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements set forth below, the parties hereto agree
as follows:  ARTICLE I DEFINITIONS
AND INTERPRETATIONS  1.1          Definitions.  (a)           Base Salary
means the Key Employees base salary as in effect from time to time, as
described in Section 2.3(a).  (b)           Board means
the Board of Directors of the Company.  1


(c)           Cause means:  (i)            A material breach by the Key
Employee of Sections 3.9(b), (c), (d), (e) or (f) of this
Agreement (regarding the non-competition, non-solicitation and confidentiality
provisions);  (ii)           The commission of a criminal act by
the Key Employee against the Company, including but not limited to fraud,
embezzlement or theft;  (iii)          The conviction or plea of no contest
or nolo contendere of the Key
Employee for any felony or any misdemeanor that may result in a term of
imprisonment greater than one (1) year; or  (iv)          The Key Employees failure or refusal
to carry out, or comply with, in any material respect, any lawful directive of
the Board consistent with the terms of this Agreement which is not remedied
within thirty (30) days after the Key Employees receipt of written notice from
the Company.  Notwithstanding the
foregoing, the Key Employee shall not be deemed to have been terminated for
Cause pursuant to this Section 1.1(c) unless and until there
shall have been delivered to the Key Employee a copy of a resolution duly
adopted by at least seventy-five percent (75%) of the entire membership of the
Board (not including for this purpose the Key Employee if the Key Employee is
then a member of the Board) at a meeting of the Board called and held for such
purpose (after reasonable notice to the Key Employee and a reasonable
opportunity for the Key Employee, together with the Key Employees counsel, to
be heard before the Board), finding that in the good faith opinion of the
Board, the Key Employee engaged in conduct set forth in this Section 1.1(c).  (d)Change
in Controlmeans 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.  (e)           COBRA means
the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended.  (f)            Code means
the Internal Revenue Code of 1986, as amended and any regulations thereunder.  (g)           Disability
means that, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than twelve months, the Key Employee is
unable to engage in any substantial gainful activity or is receiving income
replacement benefits under an accident and health benefit plan covering employees
of the Company for a period of not less than three months.  2


(h)           Good Reason
means:  (i)            a reduction of the Key Employees
Base Salary and/or annual target bonus opportunity without the Key Employees
prior written consent;  (ii)           the relocation of the Key Employees
primary work site to a location greater than fifty (50) miles from the Key
Employees work site as of the Effective Date; or  (iii)          any other material breach by the
Company of a material provision of this Agreement for which the Key Employee
shall have given the Company written notice of such breach and the Company
shall have failed to cure such breach within thirty (30) days after receipt of
such notice.  Notwithstanding the
foregoing, solely with respect to a termination of employment by the Key
Employee during the Protection Period, in addition to clauses (i), (ii) and
(iii), Good Reason, shall also mean a material reduction of the Key Employees
duties (without the Key Employees prior written consent) from those in effect
as of the Effective Date or as subsequently agreed to by the Key Employee and
the Company for which the Key Employee shall have given the Company written
notice of such breach and the Company shall have failed to cure such breach
within thirty (30) days after receipt of such notice.  (i)            Post-Termination Period
means the period beginning on the date that the Key Employees employment
terminates and ending on the first anniversary of such date.  (j)            Protection Period
means the period beginning on the date of the occurrence of a Change in Control
and ending 12 months following the occurrence of a Change in Control.  (k)           Severance Pay
means  (i)            two (2) times the sum of the
Key Employees annual Base Salary and Target Bonus as of the date of the Key
Employees termination of employment (without giving effect to any reduction
that would otherwise constitute Good Reason), in the case of a termination
Without Cause outside the Protection Period or a termination by the Key
Employee with Good Reason outside the Protection Period; and  (ii)           three (3) times the sum of the
Key Employees annual Base Salary and Target Bonus as of the date of the Key
Employees termination of employment, or if higher, the Key Employees annual
Base Salary and Target Bonus for the fiscal year immediately preceding the
fiscal year in which there occurs a Change in Control, in the case of a
termination Without Cause during the Protection Period or a termination by the
Key Employee for Good Reason during the Protection Period.  (l)            Severance Period
means the two (2) year period following the date of the Key Employees
termination of employment, in the case of a termination Without Cause or a
termination by the Key Employee for Good Reason, whether or not during the
Protection Period.  3


(m)          Without Cause
means termination by the Company of the Key Employees employment at the
Companys sole discretion for any reason, other than by reason of the Key Employees
death or Disability, and other than a termination based upon Cause.  1.2          Interpretations.In this
Agreement, unless a clear contrary intention appears, (a) the words herein,
hereof and hereunder and other words of similar import refer to this
Agreement as a whole and not to any particular Article, Section or other
subdivision; (b) reference to any Article or Section, means such Article or
Section hereof; and (c) the word including (and with correlative
meaning include) means including, without limiting the generality of any
description preceding such term.  ARTICLE II EMPLOYMENT
AND DUTIES  2.1          Term.The term of
this Agreement shall be three (3) years commencing on the Effective Date
of this Agreement (the Initial Term),
provided, however, that this Agreement shall automatically be extended for an
additional one-year period at the end of the Initial Term and each one-year
anniversary thereafter (each a Renewal Term
and together with the Initial Term being referred to herein as the Employment Term), unless not later than one-hundred eighty
(180) days prior to the end of the then-current period, either the Key Employee
or the Company shall have provided written notice to the other party that it
does not wish to extend this Agreement; provided, further, that if there occurs
a Change in Control during the Employment Term, the Employment Term shall
automatically be extended for an additional one-year period (in addition to any
then remaining Initial Term or a Renewal Term, as applicable).  2.2          Position, Duties
and Services.The Key
Employee shall serve in the position of [title]
and shall have duties and responsibilities consistent with an executive serving
in such capacity. The Key Employee shall perform such duties and
responsibilities diligently and to the best of the Key Employees abilities.
The Key Employees employment will be subject to the supervision and direction
of the Chief Executive Officer of the Company and the Board.  2.3          Compensation.  (a)           Base Salary. The Key Employee
shall receive an initial Base Salary at the rate of [ ]* dollars [($ )]*
per annum payable in periodic installments in accordance with the Companys
normal payroll practices and procedures, which Base Salary may be increased
(but not decreased) by the Board or (a committee thereof) from time to time.  (b)           Target Bonus. During the
Employment Term, the Key Employee shall be eligible to receive an annual target
bonus (the Target Bonus) based
on the achievement of annual performance objectives, as determined by the Board
(or a committee thereof) in its discretion.  (c)           Incentive, Savings, Profit
Sharing, and Retirement Plans. During the Employment Term, the Key Employee
shall be entitled to participate in all incentive, savings, profit sharing and
retirement plans, practices, policies and programs applicable generally, from
time to time, to other similarly situated employees of the Company.  4


(d)           Welfare Benefit Plans. During
the Employment Term, the Key Employee and/or the Key Employees family, as the
case may be, shall be eligible for participation in and will receive all
benefits under the welfare benefit plans, practices, policies and programs
applicable generally, from time to time, to other similarly situated employees
of the Company.  2.4          Severance Benefit.The Key
Employee shall be entitled to receive the severance benefits described in ARTICLE
III upon the Key Employees termination of employment during the Employment
Term, provided the Key Employee satisfies the requirements outlined in ARTICLE
III.  2.5          Indemnification.The Company
shall (i) indemnify, hold harmless and defend the Key Employee to the
extent permitted under applicable law from and against reasonable costs,
including reasonable attorneys fees, incurred by the Key Employee in
connection with or arising out of any acts or decisions made by the Key
Employee in the course and scope of the Key Employees employment hereunder and
(ii) pay all reasonable expenses and reasonable attorneys fees actually
incurred by the Key Employee in connection with or relating to the defense of
any claim, action, suit or proceeding by any third party against the Key
Employee arising out of or relating to any acts or decisions made by the Key
Employee in the course and scope of the Key Employees employment hereunder;
provided, however, that such indemnification shall not apply with respect to
the commission of a criminal act or any gross misconduct by the Key Employee.
This Section 2.5 shall survive the termination or expiration of
this Agreement.  ARTICLE III EARLY
TERMINATION  3.1          Death.Upon the death
of the Key Employee during the Employment Term, this Agreement shall terminate
and the Key Employees estate shall be entitled to payment of the Key Employees
Base Salary through the date of such termination plus any compensation and
benefits payable pursuant to the terms of the compensation and benefit plans
specified in Section 2.3 in which the Key Employee is a
participant.  Payment of Base Salary
through the date of termination and the payment of any other cash compensation
to which the Key Employee is entitled under this Agreement that is not exempt
from Code Section 409A shall be made in a lump sum payment as soon as
administratively reasonable but not later than ninety (90) days following the
date of the Key Employees death.  3.2          Disability.In the event
of the Key Employees Disability during the Employment Term, this Agreement and
the Key Employees employment with the Company shall terminate and the Key
Employee shall be entitled to payment of the following benefits: (a) the
Key Employees Base Salary through the date of such termination; (b) long-term
disability benefits pursuant to the terms of any long-term disability policy
provided to similarly situated employees of the Company in which the Key
Employee is a participant; and (c) any compensation and benefits payable
pursuant to the terms of the compensation and benefit plans specified in Section 2.3
in which the Key Employee is a participant. 
Subject to Section 3.12(a), the payment of Base Salary
through the date of termination and the payment of any other cash compensation
to which the Key Employee is entitled under this Agreement that is not exempt
from Code Section 409A shall be made in a lump sum payment as soon as
administratively reasonable but not later than  5


ninety
(90) days following the date of the Key Employees termination.  Subject to Section 3.12(a) and
Section 3.12(b), reimbursements or in-kind benefits to which the
Key Employee is entitled that are not exempt from Code Section 409A shall
be paid as soon as administratively reasonable following the date of payments
as set forth in this Agreement, or the applicable plan, practice, policy or program.  3.3          Termination for
Cause by Company.If the Key Employees employment is
terminated during the Employment Term for Cause, the Company shall pay the Key
Employee through the date of termination (a) the Key Employees Base
Salary in effect at the time notice of termination is given at the applicable
payment date under the Companys regular and customary payroll practices and (b) any
compensation and benefits payable pursuant to the terms of the compensation and
benefit plans specified in Section 2.3 in which the Key Employee is
a participant.  3.4          Termination
Without Good Reason by the Key Employee.If the Key Employee
terminates the Key Employees employment with the Company during the Employment
Term without Good Reason, whether or not during the Protection Period, the
Company shall pay the Key Employee through the date of termination (a) the
Key Employees Base Salary in effect at the time notice of termination is given
at the applicable payment date under the Companys regular and customary
payroll practices and (b) any compensation and benefits payable pursuant
to the terms of the compensation and benefit plans specified in Section 2.3
in which the Key Employee is a participant.  3.5          Termination
Without Cause or for Good Reason Outside the Protection Period.If, during the
Employment Term and outside the Protection Period, the Key Employees
employment is terminated by the Company Without Cause or the Key Employee
terminates the Key Employees employment with the Company for Good Reason, the
Key Employee shall be entitled to (a) the Key Employees unpaid Base
Salary through the date of termination; (b) any compensation and benefits
payable pursuant to the terms of the compensation and benefit plans specified
in Section 2.3 in which the Key Employee is a participant in
accordance with the terms and conditions of such compensation and benefit
plans; (c) a lump sum payment equal to the Key Employees Severance Pay;
and (d) during the Severance Period, Company-paid benefit continuation
coverage, on an insured or uninsured basis as determined by the Company in its
sole discretion, concurrent with COBRA, for the Key Employee and the Key
Employees family under the welfare benefit plans specified in Section 2.3(d) in
which the Key Employee is a participant, on the same basis as such benefits are
provided to active employees. Unless otherwise indicated in this Agreement and
subject to Section 3.12(a), the payment of Base Salary through the
date of termination and the payment of any other cash compensation to which the
Key Employee is entitled under this Agreement that is not exempt from Code Section 409A
shall be made in a lump sum payment as soon as administratively reasonable but
not later than ninety (90) days following the date of the Key Employees
termination.  Subject to Section 3.12(a) and
Section 3.12(b), reimbursements or in-kind benefits to which the
Key Employee is entitled that are not exempt from Code Section 409A shall
be paid as soon as administratively reasonable following the date of  payments as set forth in this Agreement, or
the applicable plan, practice, policy or program. Notwithstanding anything to
the contrary herein, if the Key Employee becomes reemployed by another employer
during the Severance Period and such subsequent employer provides or makes
available to the Key Employee benefits that are comparable in the  6


aggregate
to the Company-paid benefit continuation coverage described herein, the Key
Employee shall provide written notice of such re-employment and eligibility for
comparable benefits to the Company within thirty (30) days of the commencement
of such new employment and eligibility for comparable benefits, at which time
the Company-paid benefit continuation coverage described herein shall be
terminated. Subject to Section 3.8, Section 3.11 and Section 3.12(a),
the payment of any Severance Pay and the continuation of welfare benefit plan
coverage, as provided in Section 2.3(d), shall be made (or
commence) in the month immediately following the month in which the waiver and
release of claims described in Section 3.8 becomes non-revocable.  3.6          Termination
Without Cause or for Good Reason During the Protection Period.If, during the
Employment Term and during the Protection Period, the Key Employees employment
is terminated by the Company Without Cause or the Key Employee terminates the
Key Employees employment with the Company for Good Reason, the Key Employee
shall be entitled to (a) the Key Employees unpaid Base Salary through the
date of termination; (b) any compensation and benefits payable pursuant to
the terms of the compensation and benefit plans specified in Section 2.3
in which the Key Employee is a participant in accordance with the terms and
conditions of such compensation and benefit plans; (c) a lump sum payment
equal to the Key Employees Severance Pay; and (d) during the Severance
Period, Company-paid benefit continuation coverage, on an insured or uninsured
basis as determined by the Company in its sole discretion, concurrent with
COBRA, for the Key Employee and the Key Employees family under the welfare
benefit plans specified in Section 2.3(d) in which the Key
Employee is a participant, on the same basis as such benefits are provided to
active employees. Unless otherwise indicated in this Agreement and subject to Section 3.12(a),
the payment of Base Salary through the date of termination and the payment of
any other cash compensation to which the Key Employee is entitled under this
Agreement that is not exempt from Code Section 409A shall be made in a
lump sum payment as soon as administratively reasonable but not later than
ninety (90) days following the date of the Key Employees termination.  Subject to Section 3.12(a) and
Section 3.12(b), reimbursements or in-kind benefits to which the
Key Employee is entitled that are not exempt from Code Section 409A shall
be paid as soon as administratively reasonable following the date of payments
as set forth in this Agreement, or the applicable plan, practice, policy or
program.  Notwithstanding anything to the
contrary herein, if the Key Employee becomes reemployed by another employer
during the Severance Period and such subsequent employer provides or makes
available to the Key Employee benefits that are comparable in the aggregate to
the Company-paid benefit continuation coverage described herein, the Key
Employee shall provide written notice of such re-employment and eligibility for
comparable benefits to the Company within thirty (30) days of the commencement
of such new employment and eligibility for comparable benefits, at which time
the Company-paid benefit continuation coverage described herein shall be
terminated.  Subject to Section 3.8,
Section 3.11 and Section 3.12(a),the payment of any
Severance Pay and the continuation of welfare benefit plan coverage, as
provided in Section 2.3(d), shall be made (or commence) in the
month following the month in which the waiver and release of claims described
in Section 3.8 becomes non-revocable. 
In the event of the Key Employees termination under this Section 3.6,
the Key Employee shall not be bound by the provisions of Section 3.9(b).  3.7          Termination of
Companys Obligations.Upon termination of the Key
Employees employment for any reason, the Companys obligations under this
Agreement shall  7


terminate
and the Key Employee shall be entitled to no compensation and benefits other
than that provided in this ARTICLE III and Section 2.5.
Notwithstanding such termination, the parties obligations under Sections
2.5 and 3.9 of this Agreement shall remain in full force and effect.  3.8          Release.Notwithstanding the foregoing provisions of this ARTICLE III, the Key
Employee shall be entitled to the additional benefits specified in Section 3.5
(regarding termination Without Cause or for Good Reason outside the Protection
Period) and Section 3.6 (regarding termination Without Cause or for
Good Reason during the Protection Period) (i.e., those in addition to the
payment of the Key Employees Base Salary through the date of termination and
any benefits payable pursuant to the terms of the compensation and benefit
plans specified in Section 2.3 in which the Key Employee is a
participant), only upon the Key Employees execution (and non-revocation) and
delivery to the Company of a waiver and release of all claims substantially in
the form attached hereto, which execution (and non-revocation) and delivery
must occur before the forty-fifth (45th) day immediately following the date of
termination.The Company shall have no
obligations under Section 3.5 and Section 3.6, as
applicable, if the Key Employee fails to deliver (and not revoke) the executed
waiver and release of claims to the Company within the specified period of
time.  Notwithstanding the foregoing, if
the Company does not deliver the form of release to the Key Employee within
three (3) business days following the date of termination, then any
requirement for the Key Employee to execute (and not revoke) and deliver the
release as a condition of receiving any payments under Section 3.5
and Section 3.6, as applicable, will have no effect, and the Key
Employee will be entitled to receive any payments to which the Key Employee
otherwise qualifies under Section 3.5 and Section 3.6,
as applicable.  3.9          Non-Competition; Non-Solicitation; Confidentiality.  (a)           The Key Employee acknowledges and
agrees that: (i) the Company is engaged in the business of power line and
commercial/industrial electrical construction services for electric utilities,
telecommunication providers, commercial/industrial facilities, and government
agencies and electrical construction and maintenance services for industrial
and power generation clients (the Business);
(ii) the Business is intensely competitive; (iii) the Key Employees
customer relationships are near permanent and but for the Key Employees
association with the Company, the Key Employee would not have had contact with
the customers; (iv) the Key Employee will continue to develop and have
access to and knowledge of non-public information of the Company and its
clients; (v) the direct or indirect disclosure of any such confidential
information to existing or potential competitors of the Company would place the
Company at a competitive disadvantage and would do damage to the Company; (vi) the
Key Employee has developed goodwill with the Companys clients at the
substantial expense of the Company; (vii) but for the Key Employee
entering into the covenants set forth in this Section 3.9, the
Company would not have entered into the Financing and the closing of the
offering and sale of equity securities by the Company as set forth above; (viii) the
Key Employee engaging in any of the activities prohibited by this Section 3.9,
would constitute improper appropriation and/or use of the Companys
confidential information and/or goodwill; (ix) the Key Employees
association with the Company has been critical, and the Key Employees
association with the Company is expected to continue to be critical, to the
success of the Company; (x) the services to be rendered by the Key
Employee to the Company are of a special and unique character; (xi) Company
conducts the Business throughout the United States; (xii) the noncompetition
and other  8


restrictive covenants and
agreements set forth in this Agreement are fair and reasonable and it would not
be reasonable to enter into the Financing without obtaining such
non-competition and other restrictive covenants and agreements; and (xiii) in light
of the foregoing and of the Key Employees education, skills, abilities and
financial resources, the Key Employee acknowledges and agrees that the Key
Employee will not assert, and it should not be considered, that enforcement of
any of the covenants set forth in this Section 3.9 would prevent
the Key Employee from earning a living or otherwise are void, voidable or
unenforceable or should be voided or held unenforceable.  (b)           Agreement not to Compete. The
Key Employee will not, during the Key Employees employment and the
Post-Termination Period, directly or indirectly, carry on or conduct, the
Business or any business of the nature in which the Company or its subsidiaries
are then engaged in any geographical area in which the Company or its subsidiaries
or affiliates engage in business at the time of such termination or any new
line of business with respect to which the Key Employee has created, received
or had access to confidential information (as set forth below). The Key
Employee agrees that the Key Employee will not so conduct or engage in the
Business or any such business in any capacity, including as an individual on
the Key Employees own account or as a partner or joint venturer or as an
employee, agent, consultant or salesman for any other person or entity, or as
an officer or director of a corporation, provided, that the Key Employee
may be a shareholder in any public corporation if the Key Employee does not own
ten percent (10%) or more of any class of its stock.  (c)           Confidential Information. The
Key Employee will not, directly or indirectly, during the Key Employees
employment and at any time following termination of the Key Employees
employment with the Company for any reason, reveal, divulge or make known to
any person or entity, or use for the Key Employees personal benefit (including
for the purpose of soliciting business, whether or not competitive with any
business of the Company or its subsidiaries or affiliates), any information
acquired during the Employment Term with regard to the financial, business or
other affairs of the Company or its subsidiaries or affiliates (including any
list or record of persons or entities with which the Company or its
subsidiaries or affiliates has any dealings), other than (i) for purposes
of performing the Key Employees duties and responsibilities pursuant to this
Agreement; (ii) information already in the public domain; or (iii) information
that the Key Employee is required to disclose under the following
circumstances: (A) at the direction of any authorized governmental entity;
(B) pursuant to a subpoena or other court process; (C) as otherwise
required by law or the rules, regulations, or orders of any applicable
regulatory body; or (D) as otherwise necessary, in the opinion of counsel
for the Key Employee, to be disclosed by the Key Employee in connection with
any legal action or proceeding involving the Key Employee in the Key Employees
capacity as an employee, officer, director, or stockholder of the Company or
any subsidiary or affiliate of the Company.  (d)           The Key Employee will, upon the
earlier of (i) any time requested by the Company or (ii) termination
of the Key Employees employment with the Company for any reason, promptly
deliver to the Company all documents, memoranda, notes, reports, lists, files,
customer lists, mailing lists, software, disks, credit cards, door and file
keys, computer access codes, instructional manuals, and other physical or
personal property which the Key Employee received or prepared or helped to
prepare in connection with the Key Employees relationship  9


with the Company including,
but not limited to, any confidential information (as set forth above) of the
Company or any of its subsidiaries and affiliates which the Key Employee may
then possess or have under the Key Employees control, and the Key Employee
shall not retain any copies, duplicates, reproductions or excerpts thereof.  (e)           Agreement not to Solicit.
During the Employment Term and for the Post-Termination Period, the Key
Employee shall not (except on behalf of or with the written consent of the
Company), either directly or indirectly, on the Key Employees own behalf or in
the service or on behalf of others, (i) solicit, divert, or appropriate,
or (ii) attempt to solicit, divert, or appropriate, any person or entity
that is or was a customer of the Company or any of its affiliates at any time
during the twelve (12) months prior to the date of the Key Employees
termination and with whom the Key Employee has had material contact.  (f)            Agreement not to Recruit.
During the Employment Term and for the Post-Termination Period, the Key
Employee shall not, either directly or indirectly, on the Key Employees behalf
or in the service or on behalf of others, (i) solicit, divert, or hire
away, or (ii) attempt to solicit, divert, or hire away, any employee of or
consultant to the Company or its subsidiaries or affiliates.  (g)           Reasonableness of Restrictions.
The Key Employee acknowledges that the geographic boundaries, scope of
prohibited activities, and time duration set forth in this Section 3.9
are reasonable in nature and are no broader than are necessary to maintain the
goodwill of the Company and the confidentiality of its confidential information
and to protect the legitimate business interests of the Company, and that the
enforcement of such provisions would not cause the Key Employee any undue
hardship nor unreasonably interfere with the Key Employees ability to earn a
livelihood. If any court determines that any portion of this Section 3.9
is invalid or unenforceable, the remainder of this Section 3.9 will
not thereby be affected and will be given full effect without regard to the
invalid provisions. If any court construes any of the provisions of this Section 3.9,
or any part thereof, to be unreasonable because of the duration or scope of
such provision, such court shall reduce the duration or scope of such provision
and enforce such provision as so reduced.  (h)           Enforcement. Upon the Key
Employees employment with an entity that is not a subsidiary or affiliate of
the Company (a Successor Employer) during the
period that the provisions of this Section 3.9 remain in effect,
the Key Employee will provide such Successor Employer with a copy of this
Agreement and will notify the Company of such employment within thirty (30)
days thereof. The Key Employee agrees that in the event of a breach or
threatened breach of the terms and conditions of this Section 3.9
by the Key Employee, the Company will be entitled, if it so elects, to
institute and prosecute proceedings, either in law or in equity, against the Key
Employee, to obtain damages for any such breach, or to enjoin (in the form of
specific performance, temporary restraining order, temporary or permanent
injunction or otherwise) the Key Employee from any conduct in violation of this
Section 3.9, without having to post a bond.  3.10        Parachute Payments.Notwithstanding anything to the contrary in this Agreement, if it is determined
(as hereafter provided) that any payment or distribution to or for the Key
Employees benefit, whether paid or payable or distributed or distributable
pursuant to  10


the
terms of this Agreement or otherwise pursuant to or by reason of any other
agreement, policy, plan, program or arrangement, including without limitation
any stock option, stock appreciation right or similar right, or the lapse or
termination of any restriction on or the vesting or exercisability of any of
the foregoing (a Payment), would
be subject to the excise tax imposed by Section 4999 of the Code (or any
successor provision thereto) or to any similar tax imposed by state or local
law, or any interest or penalties with respect to such excise tax (such tax or
taxes, together with any such interest and penalties, are hereafter
collectively referred to as the Excise Tax),
then the Key Employee shall be entitled to receive an additional payment or
payments (a Gross-Up Payment) in
an amount such that, after payment by the Key Employee of all taxes (including
any interest or penalties imposed with respect to such taxes), including any
Excise Tax, imposed upon the Gross-Up Payment, the Key Employee retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments. For purposes of determining whether any of the Payments will be subject
to the Excise Tax and the amount of such Excise Tax, (i) all of the
Payments shall be treated as parachute payments within the meaning of section
280G(b)(2) of the Code, and all excess parachute payments within the
meaning of section 280G(b)(1) of the Code shall be treated as subject to
the Excise Tax, unless in the opinion of tax counsel selected by the Companys
independent auditors and reasonably acceptable to the Key Employee such other
payments or benefits (in whole or in part) do not constitute parachute
payments, including by reason of section 280G(b)(4)(A) of the Code, or
such excess parachute payments (in whole or in part) represent reasonable
compensation for services actually rendered, within the meaning of section
280G(b)(4)(B) of the Code, in excess of the base amount (as such term is
defined in section 280G(b)(3) of the Code) allocable to such reasonable
compensation, or are otherwise not subject to the Excise Tax, (ii) the
amount of the Payments which shall be treated as subject to the Excise Tax
shall be equal to the lesser of (A) the total amount of the Payments or (B) the
amount of excess parachute payments within the meaning of section 280G(b)(1) of
the Code (after applying clause (i), above), and (iii) the value of any
non-cash benefits or any deferred payment or benefit shall be determined by the
Companys independent auditors in accordance with the principles of sections
280G(d)(3) and (4) of the Code. For purposes of determining the
amount of the Gross-Up Payment, the Key Employee shall be deemed to pay federal
income taxes at the highest marginal rate of federal income taxation in the
calendar year in which the Gross-Up Payment is to be made and state and local
income taxes at the highest marginal rate of taxation in the state and locality
of the Key Employees residence on the date of termination, net of the maximum
reduction in federal income taxes which could be obtained from deduction of
such state and local taxes. In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account hereunder at the time
of the Key Employees termination of employment, the Key Employee shall repay
to the Company, at the time that the amount of such reduction in Excise Tax is
finally determined, the portion of the Gross-Up Payment attributable to such
reduction (plus that portion of the Gross-Up Payment attributable to the Excise
Tax and federal, state and local income tax imposed on the Gross-Up Payment
being repaid by the Key Employee to the extent that such repayment results in a
reduction in Excise Tax and/or a federal, state or local income tax deduction)
plus interest on the amount of such repayment at the rate provided in section
1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined
to exceed the amount taken into account hereunder (including by reason of any
payment the existence or amount of which cannot be determined at the time of
the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or additions  11


payable
by Key Employee with respect to such excess) at the time that the amount of
such excess is finally determined. The Key Employee and the Company shall each
reasonably cooperate with the other in connection with any administrative or
judicial proceedings concerning the existence or amount of liability for Excise
Tax with respect to the Severance Payments. Notwithstanding anything in this
Agreement to the contrary, in no event shall payments under this Section be
made later than the end of the Key Employees taxable year following the
taxable year in which the related Excise Tax is remitted by or on behalf of the
Key Employee.  The Companys obligation
to make Gross-Up Payments under this Section 3.10 is not
conditioned upon the Key Employees termination of employment.  3.11        Benefit Coverage
under Health Benefit Plans.  (a)           If providing health benefit coverages
through a welfare benefit plan as required by Section 3.4 or Section 3.6
would cause the plan to violate section 105(h) of the Code, then the
Company shall provide the coverage through the Companys welfare benefit plan
on an after-tax basis.  (b)           In the event the Company provides the
coverage to the Key Employee on an after-tax basis, then the Key Employee shall
be entitled to receive an additional payment or payments (a Health Plan Gross-Up Payment) in an amount
such that, after payment by the Key Employee of all after-tax amounts paid by
the Key Employee (if any) and all taxes (including any interest or penalties
imposed with respect to such taxes) resulting from such after-tax treatment,
the Key Employee is in the same position in respect of such coverages as though
such coverages were provided as required by Section 3.5 or Section 3.6.  For purposes of determining the amount of the
Health Plan Gross-Up Payment, the Key Employee shall be deemed to pay federal
income taxes at the highest marginal rate of federal income taxation in the
calendar year in which the Health Care Gross-Up Payment is to be made and state
and local income taxes at the highest marginal rate of taxation in the state
and locality of the Key Employees residence on the date of termination, net of
the maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes. Notwithstanding anything in this
Agreement to the contrary, in no event shall payments under this Section be
made later than the end of the Key Employees taxable year following the
taxable year in which the related taxes are remitted by or on behalf of the Key
Employee.  3.12        Payments Subject to
Section 409A of the Code.  (a)           Notwithstanding the foregoing
provisions of this ARTICLE III, to the extent required by Section 409A
of the Code and applicable guidance thereunder, payments that the Key Employee
would otherwise be entitled to receive hereunder during the first six months
following the date of the Key Employees termination of employment will be
accumulated and paid on the date that is six months and one day after the date
of the Key Employees termination of employment (or if such payment date does
not fall on a business day of the Company, the next following business day of
the Company), or such earlier date upon which such amount can be paid without
adverse tax consequences to the Key Employee under Section 409A of the
Code; provided, however, that no such delay shall apply with respect to
payments to which the Key Employee is entitled in the event of the Key Employees
death.  12


(b)           Any reimbursement of expenses or
in-kind benefits provided under this Agreement, that is subject to and not
exempt from Section 409A of the Code, shall be subject to the following
additional rules:  (i) any
reimbursement of eligible expenses shall be paid as they are incurred (but not
prior to the end of the six-month delay period set forth in Section 3.12(a));
provided that the Key Employee first provides documentation thereof in
reasonable detail not later than sixty (60) days following the end of the
calendar year in which the eligible expenses were incurred; (ii) the
amount of expenses eligible for reimbursement, or in-kind benefits provided,
during any calendar year shall not affect the amount of expenses eligible for
reimbursement, or in-kind benefits to be provided, during any other calendar
year; and (iii) the right to reimbursement or in-kind benefits shall not
be subject to liquidation or exchange for another benefit.  (c)           For purposes of determining the Key
Employees entitlement to payment of any cash or other remuneration which is
deferred compensation under Section 409A of the Code, any provision of
this Agreement providing for payment of any such cash or remuneration upon termination,
termination of employment or other event which is a termination of an
employment relationship with the Company means that such payment is to be made
upon a Separation from Service (as such term is defined in Treasury
regulations issued under Code Section 409A), with the Company and all of
its subsidiaries and affiliates, for any reason, including without limitation,
quit, discharge and retirement, and the Company and the Key Employee reasonably
anticipate that no further services will be performed after such date or that
the level of bona fide services performed after such date (whether as an
employee or as an independent contractor) will permanently decrease to no more
than twenty percent (20%) of the average level of bona fide services performed
(whether as an employee or an independent contractor) over the immediately
preceding 36-month period (or the full period of services if the Key Employee
has been providing services for less than 36 months).  (d)           It is intended that the payments and
benefits provided under this Agreement shall either be exempt from application
of, or comply with, the requirements of Section 409A of the Code.  This Agreement shall be construed,
administered, and governed in a manner that affects such intent, and the
Company shall not take any action that would be inconsistent with such
intent.  Without limiting the foregoing,
the payments and benefits provided under this Agreement may not be deferred,
accelerated, extended, paid out, or modified in a manner that would result in
the imposition of an additional tax under Section 409A of the Code.  Although the Company shall use its best
efforts to avoid the imposition of taxation, interest and penalties under Section 409A
of the Code, the tax treatment of the benefits provided under this Plan is not
warranted or guaranteed.  The Company
shall not be held liable for any taxes, interest, penalties, or other monetary
amounts owed by the Key Employee or other taxpayers as a result of this Agreement.  ARTICLE IV MISCELLANEOUS  4.1          Governing Law.This Agreement
is governed by and will be construed in accordance with the laws of the State
of Illinois, without regard to the conflicts of law principles of such State.  13


4.2          Amendment and Waiver.The provisions
of this Agreement may be amended, modified or waived only with the prior
written consent of the Company and the Key Employee, and no course of conduct
or failure or delay in enforcing the provisions of this Agreement will be
construed as a waiver of such provisions or affect the validity, binding effect
or enforceability of this Agreement or any provision hereof.  4.3          Severability.Any provision
in this Agreement which is prohibited or unenforceable in any jurisdiction by
reason of applicable law will, as to such jurisdiction, be ineffective only to
the extent of such prohibition or unenforceability without invalidating or
affecting the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction will not invalidate or render
unenforceable such provision in any other jurisdiction.  4.4          Entire Agreement.Except as
provided in the written benefit plans and programs referenced in Section 2.3(c) and
Section 2.3(d), this Agreement embodies the complete agreement and
understanding among the parties hereto with respect to the subject matter
hereof and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way.  4.5          Withholding of
Taxes and Other Employee Deductions.The Company may withhold
from any benefits and payments made pursuant to this Agreement all federal,
state, city, and other taxes as may be required pursuant to any law or
governmental regulation or ruling and all other normal employee deductions made
with respect to the Companys employees generally.  4.6          Legal Fees.The Company
shall reimburse the Key Employee for all reasonable legal fees and expenses
incurred by the Key Employee in a dispute regarding the Key Employees rights
under this Agreement, within forty-five (45) day of when such fees and expenses
are incurred, but in no event later than the end of the taxable year in which
such fees and expenses are incurred, unless a court of competent jurisdiction
determines the Key Employees position in such dispute not to be bona fide.  4.7          Headings.The paragraph
headings have been inserted for purposes of convenience and will not be used
for interpretive purposes.  4.8          Actions by the
Board.Any and all determinations or other actions
required of the Board (or a committee thereof) hereunder that relate
specifically to the Key Employees employment by the Company or the terms and
conditions of such employment will be made by the members of the Board or such
committee other than the Key Employee (if the Key Employee is a member of the
Board or such committee), and the Key Employee will not have any right to vote
or decide upon any such matter.  4.9          Construction.The language
used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent, and no rule of strict construction will be
applied against any party.  [Signature Page Follows]  14


INTENDING
TO BE BOUND,the parties hereto have executed this Agreement as
of the date first set forth above.   COMPANY:MYR GROUP INC.By:Name:
  Larry F. AltenbaumerTitle:
  Chairman Compensation
  CommitteeKEY EMPLOYEE:Name*  
 * Entered into between the Company and the following executive
officers:  Name
  
  Annual
  SalaryWilliam A. Koertner
  
  $
  500,000Marco A. Martinez
  
  $
  255,000William H. Green
  
  $
  310,000Gerald B. Engen, Jr.
  
  $
  275,000John A. Fluss
  
  $
  245,000Richard S.
  Swartz, Jr.
  
  $
  275,000  15


[FORM OF RELEASE]  16