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  Exhibit 10.34    
    




  


 APPENDIX B  


 ANNUAL INCENTIVE PLAN

FISCAL 2008 PERFORMANCE CRITERIA

GROUP VICE PRESIDENTS  


        This document sets forth the Performance Criteria established for Group Vice Presidents participating in the Integrated Electrical
Services' Annual Management Incentive Plan (hereinafter "Plan") for Fiscal 2008. 


I.     PERFORMANCE CRITERIA  


        The following Performance Criteria for Fiscal 2008 from which Awards under this Plan shall be made pursuant to the Annual Management Incentive Plan
Document: 



	•
	Group Annual Operating Income   



	•
	Group Annual Operating Cash Flow   



	•
	Corporate Annual Operating Income   



	•
	Corporate Annual Operating Cash Flow 




        Under
the Plan, Group Vice President shall have an incentive award target equal to 100% of the annual base salary. Based upon performance against the above Performance Criteria, Group
Vice Presidents may earn a range of incentive award payouts relative to their target. Each Performance Criteria shall represent one-fourth of the annual incentive opportunity and
contribute separately to the annual incentive award payout. 


        A
minimum threshold performance of 90% against the pre-determined Performance Criteria target must be achieved before any incentive is payable under the Plan. 


II.    INCENTIVE AWARD CALUCLATIONS  


        Awards under the Plan will be calculated based upon three factors: 



	1.
	Corporate/Group Performance.    Achievement of the Company and Group's annual operating plan target
for each Performance Criteria. There will be a Threshold Performance level for each Performance Criteria below which no award will be earned, and Maximum Performance level in all categories beyond
which no additional award will be earned. A participant's annual incentive award will be increased or decreased based on corporate performance against predetermined performance criteria (refer to
Exhibit A).



	a)
	Threshold Award:    The lowest award level paid, 50% of a Participant's annual incentive target, is
paid for the lowest performance level (90%) eligible for an award under the Plan.



	b)
	Target Award:    The award to be paid for 100% attainment of the Performance Goal.



	c)
	Maximum Award:    The Maximum award under the plan is 200% of a Participant's annual incentive
target.






	2.
	Individual Performance.    Attainment of individual goals and objectives established for the
Participant during the plan year. Two to three individual goals will be set and weighted for each Participant during the plan year. The CEO will establish individual goals and weightings for
Participants subject to review and ratification by the Committee. 














The
Committee may in its sole discretion make downward or upwards adjustments to Awards based on "Individual Performance" considerations. The amount of the adjustment may not be increased or decreased
by an amount exceeding 25% of the proposed incentive award. Discretionary adjustments may also be made for leadership behaviors that significantly impact strategic and operational initiatives of the
Company; people development, and other factors as determined by the Company. Discretionary adjustments made to Plan participants, excluding the CEO, may not result in a net increase in Plan funding.
The Board shall have sole discretion to increase or decrease the annual incentive award made to the CEO.  



	3.
	Safety Modifier.    The final component in determining individual incentive awards under the Plan
is the safety performance of the Company. Incentive awards will be modified based on the Company's annual Safety Performance Index ("SPI") score (refer to Exhibit B). 





III.  PAYMENT OF AWARDS  


        Participants will receive an annual cash incentive award paid as soon as administratively possible after the Committee determines the amount of any such bonus to
be awarded under the Plan. 







 EXHIBIT A  


 THRESHOLD, TARGET & MAXIMUM AWARD LEVELS  



					
	Percent of

Performance Goal

Achieved



 
	 	Percent of

Target Award

Received 	 
	  90%	 	 	50.00	%
	  91%	 	 	55.00	%
	  92%	 	 	60.00	%
	  93%	 	 	65.00	%
	  94%	 	 	70.00	%
	  95%	 	 	75.00	%
	  96%	 	 	80.00	%
	  97%	 	 	85.00	%
	  98%	 	 	90.00	%
	  99%	 	 	95.00	%
	100%	 	 	100.00	%
	101%	 	 	105.00	%
	102%	 	 	110.00	%
	103%	 	 	115.00	%
	104%	 	 	120.00	%
	105%	 	 	125.00	%
	106%	 	 	130.00	%
	107%	 	 	135.00	%
	108%	 	 	140.00	%
	109%	 	 	145.00	%
	110%	 	 	150.00	%
	111%	 	 	155.00	%
	112%	 	 	160.00	%
	113%	 	 	165.00	%
	114%	 	 	170.00	%
	115%	 	 	175.00	%
	116%	 	 	180.00	%
	117%	 	 	185.00	%
	118%	 	 	190.00	%
	119%	 	 	195.00	%
	120%	 	 	200.00	%










 EXHIBIT B  


 SAFETY MODIFIER  



					
	Safety Performance

Index (SPI) Score



 
	 	Incentive

Award

Modifier 	 
	9.51 - 10.00	 	 	120	%
	9.01 - 9.50	 	 	115	%
	8.51 - 9.00	 	 	110	%
	8.01 - 8.50	 	 	105	%
	7.00 - 8.00	 	 	100	%
	6.50 - 6.99	 	 	90	%
	6.00 - 6.49	 	 	80	%
	5.50 - 5.99	 	 	70	%
	5.00 - 5.49	 	 	60	%
	0.00 - 4.99	 	 	0	%














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Exhibit 10.34