This excerpt taken from the MTZ DEF 14A filed Apr 25, 2005.


The Board of Directors has nominated each of Jorge Mas, Jose R. Mas and Julia L. Johnson to stand for election as Class I directors at the Annual Meeting, to hold office until the 2008 Annual Meeting and until their respective successors are elected and qualified. The Board of Directors currently is composed of nine directors elected in three classes, with three Class I, three Class II, and three Class III directors. Directors in each class hold office for three-year terms. The terms of the classes are staggered so that the term of only one class terminates each year. The terms of the current Class I directors expire at the Annual Meeting. If elected, the nominees for Class I directors will serve until the 2008 Annual Meeting of Shareholders. The terms of the Class II directors expire at the 2006 Annual Meeting of Shareholders and the terms of the Class III directors expire at the 2007 Annual Meeting of Shareholders.

Additional background information regarding the nominees for election is provided below. MasTec has no reason to believe that any of these nominees will refuse or be unable to serve as a director if elected; however, if any of the nominees is unable to serve, each proxy that does not direct otherwise will be voted for a substitute nominee designated by the Board of Directors.

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