2001 Stock Incentive Plan - Quanta Services Inc.


                              QUANTA SERVICES, INC.
                            2001 STOCK INCENTIVE PLAN

         1. AMENDMENT AND RESTATEMENT. The Quanta Services, Inc. Amended and
Restated 1997 Stock Option Plan is amended and restated as set forth herein as
the "Quanta Services, Inc. 2001 Stock Incentive Plan", effective as of
May 23, 2001 (the "Effective Date"). Options granted under the Plan prior to
the Effective Date shall be subject to the terms and conditions of the Plan in
effect with respect to such Options prior to the Effective Date and Options
granted after the Effective Date shall be subject to the terms and conditions of
the Plan as set forth herein, as it may be amended from time to time.

         2. PURPOSE. The purposes of the Plan are to attract and retain for the
Company and its Affiliates the best available personnel, to provide additional
incentive to Employees, Directors and Consultants and to increase their interest
in the Company's welfare, and to promote the success of the business of the
Company and its Affiliates.

         3. DEFINITIONS. As used herein, unless the context requires otherwise,
the following terms shall have the meanings indicated below:

         (a) "Affiliate" means (i) any corporation, partnership or other entity
which owns, directly or indirectly, a majority of the voting equity securities
of the Company, (ii) any corporation, partnership or other entity of which a
majority of the voting equity securities or equity interest is owned, directly
or indirectly, by the Company, and (iii) with respect to an Option that is
intended to be an Incentive Stock Option, (A) any "parent corporation" of the
Company, as defined in Section 424(e) of the Code or (B) any "subsidiary
corporation" of the Company as defined in Section 424(f) of the Code, any other
entity that is taxed as a corporation under Section 7701(a)(3) of the Code and
is a member of the "affiliated group" as defined in Section 1504(a) of the Code
of which the Company is the common parent, and any other entity as may be
permitted from time to time by the Code or by the Internal Revenue Service to be
an employer of Employees to whom Incentive Stock Options may be granted;
provided, however, that in each case the Affiliate must be consolidated in the
Company's financial statements.

         (b) "Award" means any right granted under the Plan, including an Option
and a Restricted Stock Award, whether granted singly or in combination, to a
Grantor pursuant to the terms, conditions and limitations that the Committee may
establish in order to fulfill the objectives of the Plan.

         (c) "Board" means the Board of Directors of the Company.

         (d) "Change in Control" has the meaning set forth in Section 11(c).

         (e) "Chief Executive Officer" means the individual serving at any
relevant time as the chief executive officer of the Company.


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         (f) "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute. Reference in the Plan to any section of the Code shall be
deemed to include any amendments or successor provisions to such section and any
Treasury regulations promulgated under such section.

         (g) "Committee" means the committee, as constituted from time to time,
of the Board that is appointed by the Board to administer the Plan; provided,
however, that while the Common Stock is publicly traded, the Committee shall be
a committee of the Board consisting solely of two or more Outside Directors, in
accordance with Section 162(m) of the Code, and/or solely of two or more
Non-Employee Directors, in accordance with Rule 16b-3, as necessary in each case
to satisfy such requirements with respect to Awards granted under the Plan.
Within the scope of such authority, the Committee may (i) delegate to a
committee of one or more members of the Board who are not Outside Directors the
authority to grant Options to eligible persons who are either (A) not then
Covered Employees and are not expected to be Covered Employees at the time of
recognition of income resulting from such Options or (B) not persons with
respect to whom the Company wishes to comply with Section 162(m) of the Code
and/or (ii) delegate to a committee of one or more members of the Board who are
not Non-Employee Directors the authority to grant Options to eligible persons
who are not then subject to Section 16 of the Exchange Act. Notwithstanding the
foregoing provisions, the Chief Executive Officer has the authority to grant
Non-Qualified Stock Options to certain Employees, as described in Section 6 of
this Plan.

         (h) "Common Stock" means the Common Stock, $0.0001 par value per share,
of the Company or the common stock that the Company may in the future be
authorized to issue (as long as the common stock varies from that currently
authorized, if at all, only in amount of par value).

         (i) "Company" means Quanta Services, Inc., a Delaware corporation.

         (j) "Consultant" means any person (other than an Employee or a
Director, solely with respect to rendering services in such person's capacity as
a Director) who is engaged by the Company or any Affiliate to render consulting
or advisory services to the Company or such Affiliate and who is a "consultant
or advisor" within the meaning of Rule 701 promulgated under the Securities Act
or Form S-8 promulgated under the Securities Act.

         (k) "Continuous Service" means that the provision of services to the
Company or an Affiliate in any capacity of Employee, Director or Consultant is
not interrupted or terminated. Except as otherwise provided in the Option
Agreement, service shall not be considered interrupted or terminated for this
purpose in the case of (i) any approved leave of absence, (ii) transfers among
the Company, any Affiliate, or any successor, in any capacity of Employee,
Director or Consultant, or (iii) any change in status as long as the individual
remains in the service of the Company or an Affiliate in any capacity of
Employee, Director or Consultant. An approved leave of absence shall include
sick leave, military leave, or any other authorized personal leave. For purposes
of each Incentive Stock Option, if such leave exceeds ninety (90) days, and
re-employment upon expiration of such leave is not guaranteed by statute or
contract, 

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then the Incentive Stock Option shall be treated as a Non-Qualified Stock Option
on the day that is three (3) months and one (1) day following the expiration of
such ninety (90)-day period.

         (l) "Covered Employee" means the Chief Executive Officer and the four
other most highly compensated officers of the Company for whom total
compensation is required to be reported to shareholders under Regulation S-K, as
determined for purposes of Section 162(m) of the Code.

         (m) "Director" means a member of the Board or the board of directors of
an Affiliate.

         (n) "Disability" means the "disability" of a person as defined in a
then effective long-term disability plan maintained by the Company that covers
such person, or if such a plan does not exist at any relevant time, "Disability"
means the permanent and total disability of a person within the meaning of
Section 22(e)(3) of the Code. For purposes of determining the time during which
an Incentive Stock Option may be exercised under the terms of an Option
Agreement, "Disability" means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code. Section 22(e)(3) of the Code
provides that an individual is totally and permanently disabled if he is unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months.

         (o) "Employee" means any person, including an Officer or Director, who
is employed, within the meaning of Section 3401 of the Code, by the Company or
an Affiliate. The provision of compensation by the Company or an Affiliate to a
Director solely with respect to such individual rendering services in the
capacity of a Director, however, shall not be sufficient to constitute
"employment" by the Company or that Affiliate.

         (p) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor statute. Reference in the Plan to any section of the
Exchange Act shall be deemed to include any amendments or successor provisions
to such section and any rules and regulations relating to such section.

         (q) "Fair Market Value" means, as of any date, the value of the Common
Stock determined as follows:

                  (i) If the Common Stock is listed on any established stock
         exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap
         Market, the Fair Market Value of a share of Common Stock shall be the
         closing sales price for such a share of Common Stock (or the closing
         bid, if no sales were reported) as quoted on such exchange or market
         (or the exchange or market with the greatest volume of trading in the
         Common Stock) on the day of determination (or if no such price or bid
         is reported on that day, on last market trading day prior to the day of
         determination), as reported in The Wall Street Journal or such other
         source as the Committee deems reliable.

                  (ii) In the absence of any such established markets for the
         Common Stock, the Fair Market Value shall be determined in good faith
         by the Committee.

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         (r) "Grantee" means an Employee, Director or Consultant to whom an
Award has been granted under the Plan, including an Option.

         (s) "Incentive Stock Option" means an Option granted to an Employee
under the Plan that meets the requirements of Section 422 of the Code.

         (t) "Non-Employee Director" means a Director of the Company who either
(i) is not an Employee or Officer, does not receive compensation (directly or
indirectly) from the Company or an Affiliate in any capacity other than as a
Director (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.

         (u) "Non-Qualified Stock Option" means an Option granted under the Plan
that is not intended to be an Incentive Stock Option.

         (v) "Officer" means a person who is an "officer" of the Company or any
Affiliate within the meaning of Section 16 of the Exchange Act (whether or not
the Company is subject to the requirements of the Exchange Act).

         (w) "Option" means a stock option granted pursuant to the Plan to
purchase a specified number of shares of Common Stock, whether granted as an
Incentive Stock Option or as a Non-Qualified Stock Option.

         (x) "Option Agreement" means the written agreement evidencing the grant
of an Option executed by the Company and the Optionee, including any amendments
thereto.

         (y) "Optionee" means an individual to whom an Option has been granted
under the Plan.

         (z) "Outside Director" means a Director of the Company who either (i)
is not a current employee of the Company or an "affiliated corporation" (within
the meaning of the Treasury regulations promulgated under Section 162(m) of the
Code), is not a former employee of the Company or an "affiliated corporation"
receiving compensation for prior services (other than benefits under a tax
qualified pension plan), has not been an officer of the Company or an
"affiliated corporation" at any time and is not currently receiving (within the
meaning of the Treasury regulations promulgated under Section 162(m) of the
Code) direct or indirect remuneration from the Company or an "affiliated
corporation" for services in any capacity other than as a Director, or (ii) is
otherwise considered an "outside director" for purposes of Section 162(m) of the
Code.

         (aa) "Plan" means this Quanta Services, Inc. 2001 Stock Incentive Plan,
as set forth herein and as it may be amended from time to time. Immediately
prior to the Effective Date of this amendment and restatement, the Plan was
known as the "Quanta Services, Inc. Amended and Restated 1997 Stock Option
Plan".

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2001 Stock Incentive Plan                                               Page 4

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         (bb) "Qualifying Shares" means shares of Common Stock which either (i)
have been owned by the Grantee for more than six (6) months and have been "paid
for" within the meaning of Rule 144 promulgated under the Securities Act, or
(ii) were obtained by the Grantee in the public market.

         (cc) "Regulation S-K" means Regulation S-K promulgated under the
Securities Act, as it may be amended from time to time, and successor to
Regulation S-K. Reference in the Plan to any item of Regulation S-K shall be
deemed to include any amendments or successor provisions to such item.

         (dd) "Restriction Period" means the period during which the Common
Stock under a Restricted Stock Award is nontransferable and subject to
"Forfeiture Restrictions" as defined in Section 11(a) of this Plan and set forth
in the related Restricted Stock Agreement.

         (ee) "Restricted Stock Agreement" means the written agreement
evidencing the grant of a Restricted Stock Award executed by the Company and the
Grantee, including any amendments thereto. Each Restricted Stock Agreement shall
be subject to the terms and conditions of the Plan.

         (ff) "Restricted Stock Award" means an Award granted under Section 11
of this Plan of shares of Common Stock issued to the Grantee for such
consideration, if any, and subject to such restrictions on transfer, rights of
first refusal, repurchase provisions, forfeiture provisions and other terms and
conditions as are established by the Committee.

         (gg) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act,
as it may be amended from time to time, and any successor to Rule 16b-3.

         (hh) "Section" means a section of the Plan unless otherwise stated or
the context otherwise requires.

         (ii) "Securities Act" means the Securities Act of 1933, as amended, and
any successor statute. Reference in the Plan to any section of the Securities
Act shall be deemed to include any amendments or successor provisions to such
section and any rules and regulations relating to such section.

         (jj) "Stock" means (i) the Common Stock, (ii) limited vote common
stock, par value $.00001 per share, of the Company, and (iii) Common Stock into
which the outstanding shares of the Company's Series A Preferred Stock, par
value $.00001 per share, are convertible.

         (kk) "Ten Percent Shareholder" means a person who owns (or is deemed to
own pursuant to Section 424(d) of the Code) at the time an Option is granted
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any of its Affiliates.

         4. INCENTIVE AWARDS AVAILABLE UNDER THE PLAN. Awards granted under this
Plan may be (a) Incentive Stock Options, (b) Non-Qualified Stock Options, and
(c) Restricted Stock Awards.

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2001 Stock Incentive Plan                                               Page 5

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         5. SHARES SUBJECT TO PLAN. Subject to adjustment pursuant to Section
11(a) hereof, the total amount of Common Stock with respect to which Awards may
be granted under the Plan shall not exceed the greater of (i) 3,571,275 shares
and (ii) 15 percent of the total number of shares of Stock, determined at the
time of a particular Award, outstanding or reserved for issuance upon the
conversion of the Company's Series A Preferred Stock, par value $.00001 per
share from time to time. Notwithstanding the foregoing, the total amount of
Common Stock with respect to which Incentive Stock Options may be granted under
the Plan shall not exceed 3,571,275 shares (subject to adjustment pursuant to
Section 11(a) hereof. Any shares of Common Stock covered by an Award (or a
portion of an Award) that is forfeited or canceled, or that expires shall be
deemed not to have been issued for purposes of determining the maximum aggregate
number of shares of Common Stock which may be issued under the Plan and shall
again be available for Awards under the Plan. At all times during the term of
the Plan, the Company shall reserve and keep available such number of shares of
Common Stock as will be required to satisfy the requirements of outstanding
Awards under the Plan. Nothing in this Section 5 shall impair the right of the
Company to reduce the number of outstanding shares of Common Stock pursuant to
repurchases, redemptions, or otherwise; provided, however, that no reduction in
the number of outstanding shares of Common Stock shall (a) impair the validity
of any outstanding Award, whether or not that Award is fully exercisable or
fully vested, or (b) impair the status of any shares of Common Stock previously
issued pursuant to an Award as duly authorized, validly issued, fully paid, and
nonassessable. The shares to be delivered under the Plan shall be made available
from (a) authorized but unissued shares of Common Stock, (b) Common Stock held
in the treasury of the Company, or (c) previously issued shares of Common Stock
reacquired by the Company, including shares purchased on the open market, in
each situation as the Committee may determine from time to time in its sole
discretion.

         6. ELIGIBILITY. Awards other than Incentive Stock Options may be
granted to Employees, Officers, Directors, and Consultants. Incentive Stock
Options may be granted only to Employees (including Officers and Directors who
are also Employees), as limited by clause (iii) of Section 3(a). The Committee
in its sole discretion shall select the recipients of Awards; provided, however,
that the Chief Executive Officer in his sole discretion may select the
recipients of Non-Qualified Stock Options if (i) such recipients are not
Officers, (ii) the aggregate number of shares of Common Stock subject to such
Options does not exceed 100,000 shares in any one calendar quarter, and (iii) no
individual may be granted an Option in any one calendar quarter to purchase more
than 20,000 shares of Common Stock. A Grantee may be granted more than one Award
under the Plan, and Awards may be granted at any time or times during the term
of the Plan. The grant of an Award to an Employee, Officer, Director or
Consultant shall not be deemed either to entitle that individual to, or to
disqualify that individual from, participation in any other grant of Awards
under the Plan.

         7. LIMITATION ON INDIVIDUAL AWARDS. Subject to the provisions of
Section 11(a), the maximum number of shares of Common Stock that may be subject
to Awards granted to any one person under the Plan shall not exceed 1,500,000
shares of Common Stock. The limitation set forth in the preceding sentence shall
be applied in a manner which will permit compensation generated under the Plan
to constitute "performance-based" compensation for purposes of Section 162(m) of
the Code, including counting against such maximum number of shares, to the
extent required under Section 162(m) of the Code and applicable interpretive

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2001 Stock Incentive Plan                                               Page 6

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authority thereunder, any shares of Common Stock subject to Options that are
canceled or repriced.

         8. TERMS AND CONDITIONS OF OPTIONS. The Committee, and if applicable
pursuant to Section 6, the Chief Executive Officer, shall determine (a) whether
each Option shall be granted as an Incentive Stock Option or a Non-Qualified
Stock Option and (b) the provisions, terms and conditions of each Option
including, but not limited to, the vesting schedule, the number of shares of
Common Stock subject to the Option, the exercise price of the Option, the period
during which the Option may be exercised, repurchase provisions, forfeiture
provisions, methods of payment, and all other terms and conditions of the
Option, subject to the following:

         (a) Form of Option Grant. Each Option granted under the Plan shall be
evidenced by a written Option Agreement in such form (which need not be the same
for each Optionee) as the Committee, or if applicable the Chief Executive
Officer, from time to time approves, but which is not inconsistent with the
Plan, including any provisions that may be necessary to assure that any Option
that is intended to be an Incentive Stock Option will comply with Section 422 of
the Code.

         (b) Date of Grant. The date of grant of an Option will be the date on
which the Committee, or if applicable the Chief Executive Officer, makes the
determination to grant such Option unless otherwise specified by the Committee.
The Option Agreement evidencing the Option will be delivered to the Optionee
with a copy of the Plan and other relevant Option documents, within a reasonable
time after the date of grant.

         (c) Exercise Price. The exercise price of a Non-Qualified Stock Option
shall be not less than 85% of the Fair Market Value of the shares of Common
Stock on the date of grant of the Option. The exercise price of any Incentive
Stock Option shall be not less than 100% of the Fair Market Value of the shares
of Common Stock on the date of grant of the Option. The exercise price of any
Incentive Stock Option granted to a Ten Percent Shareholder shall not be less
than 110% of the Fair Market Value of the shares of Common Stock on the date of
grant of the Option.

         (d) Exercise Period. Options shall be exercisable within the time or
times or upon the event or events determined by the Committee and set forth in
the Option Agreement; provided, however, that no Option shall be exercisable
after the expiration of ten (10) years from the date of grant of the Option, and
provided further, that no Incentive Stock Option granted to a Ten Percent
Shareholder shall be exercisable after the expiration of five (5) years from the
date of grant of the Option.

         (e) Limitations on Incentive Stock Options. The aggregate Fair Market
Value (determined as of the date of grant of an Option) of Common Stock which
any Employee is first eligible to purchase during any calendar year by exercise
of Incentive Stock Options granted under the Plan and by exercise of incentive
stock options (within the meaning of Section 422 of the Code) granted under any
other incentive stock option plan of the Company or an Affiliate shall not
exceed $100,000. If the Fair Market Value of stock with respect to which all
incentive

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stock options described in the preceding sentence held by any one Optionee are
exercisable for the first time by such Optionee during any calendar year exceeds
$100,000, the Options (that are intended to be Incentive Stock Options on the
date of grant thereof) for the first $100,000 worth of shares of Common Stock to
become exercisable in such year shall be deemed to constitute incentive stock
options within the meaning of Section 422 of the Code and the Options (that are
intended to be Incentive Stock Options on the date of grant thereof) for the
shares of Common Stock in the amount in excess of $100,000 that become
exercisable in that calendar year shall be treated as Non-Qualified Stock
Options. If the Code or the Treasury regulations promulgated thereunder are
amended after the effective date of the Plan to provide for a different limit
than the one described in this Section 8(e), such different limit shall be
incorporated herein and shall apply to any Options granted after the effective
date of such amendment.

         (f) Transferability of Options. Options granted under the Plan, and any
interest therein, shall not be transferable or assignable by the Optionee, and
may not be made subject to execution, attachment or similar process, otherwise
than by will or by the laws of descent and distribution, and shall be
exercisable during the lifetime of the Optionee only by the Optionee; provided,
that the Optionee may, however, designate persons who or which may exercise his
Options following his death. Notwithstanding the preceding sentence,
Non-Qualified Stock Options may be transferred to such family members, family
member trusts and charitable institutions as the Committee, in its sole
discretion, may provide for at the date of the grant of such Option in the
Optionee's Option Agreement.

         (g) Acquisitions and Other Transactions. The Committee may, from time
to time, assume outstanding options granted by another entity, whether in
connection with an acquisition of such other entity or otherwise, by either (i)
granting an Option under the Plan in replacement of or in substitution for the
option assumed by the Company, or (ii) treating the assumed option as if it had
been granted under the Plan if the terms of such assumed option could be applied
to an Option granted under the Plan. Such assumption shall be permissible if the
holder of the assumed option would have been eligible to be granted an Option
hereunder if the other entity had applied the rules of this Plan to such grant.
The Committee also may grant Options under the Plan in settlement of or
substitution for, outstanding options or obligations to grant future options in
connection with the Company or an Affiliate acquiring another entity, an
interest in another entity or an additional interest in an Affiliate whether by
merger, stock purchase, asset purchase or other form of transaction.
Notwithstanding the foregoing provisions of this Section 8, in the case of an
Option issued or assumed pursuant to this Section 8(g), the exercise price for
the Option shall be determined in accordance with the principles of Section
424(a) of the Code and the Treasury regulations promulgated thereunder.

         (h) Grants of Options to Non-Employee Directors. In addition to any
other Non-Qualified Stock Options that the Committee may in its discretion grant
to Non-Employee Directors, each individual who is elected or appointed to become
a new, first-time Non-Employee Director during the term of the Plan and agrees
to become a Non-Employee Director as a result of such election or appointment
shall receive, without the exercise of the discretion of any person, a
Non-Qualified Stock Option to purchase 15,000 shares of Common Stock on the
effective date of such election or appointment (subject to adjustment pursuant
to Section 11(a) hereof). In addition, on the day after each annual meeting of
the Company's stockholders, each


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person who is a continuing Non-Employee Director on any such date and who has
been a Non-Employee Director for at least six months as of such date shall
receive, without the exercise of the discretion of any person, a Non-Qualified
Stock Option to purchase of 7,500 shares of Common Stock (subject to adjustment
pursuant to Section 11(a) hereof). In the event that there are not sufficient
shares available under the Plan to allow for the grant to each Non-Employee
Director of a Non-Qualified Stock Option for the number of shares provided for
in this Section 8(h), each Non-Employee Director shall receive a Non-Qualified
Stock Option for his pro rata share of the total number of shares of Common
Stock available under the Plan. The exercise price of each share of Common Stock
subject to an Option granted to a Non-Employee Director shall equal the Fair
Market Value of a share of Common Stock on the date such Option is granted. Each
Option granted to a Non-Employee Director shall become exercisable six months
from, the date the Grantee becomes a Non-Employee Director and shall have a term
of ten (10) years from the date the Option is granted. Notwithstanding the
exercise period of any Option granted to a Non-Employee Director, all such
Options shall immediately become exercisable upon (i) the death of a
Non-Employee Director while serving as such or (ii) a Change in Control.

         9. EXERCISE OF OPTIONS.

         (a) Notice. Options may be exercised only by delivery to the Company of
a written exercise agreement approved by the Committee (which need not be the
same for each Optionee), stating the number of shares of Common Stock being
purchased, the restrictions imposed on the shares of Common Stock, if any, and
such representations and agreements regarding the Optionee's investment intent
and access to information and other matters, if any, as may be required by the
Company to comply with applicable securities laws, or as may be deemed
appropriate by the Company in connection with the issuance of shares of Common
Stock upon exercise of the Option, together with payment in full of the exercise
price for the number of shares of Common Stock being purchased. Such exercise
agreement may be part of an Optionee's Option Agreement.

         (b) Early Exercise. An Option Agreement may, but need not, include a
provision that permits the Optionee to elect at any time while an Employee,
Director or Consultant, to exercise any part or all of the Option prior to full
vesting of the Option. Any unvested shares of Common Stock received pursuant to
such exercise may be subject to a repurchase right in favor of the Company or an
Affiliate or to any other restriction the Committee, or if applicable the Chief
Executive Officer, determines to be appropriate

         (c) Payment. Payment for the shares of Common Stock to be purchased
upon exercise of an Option may be made in cash (by check) or, where approved by
the Committee in its sole discretion at the date of grant and stated in the
Option Agreement and where permitted by law: (i) if a public market for the
Common Stock exists, through a "same day sale" commitment from the Optionee and
a broker-dealer that is a member of the National Association of Securities
Dealers, Inc. (an "NASD Dealer") whereby the Optionee irrevocably elects to
exercise the Option and to sell a portion of the shares of Common Stock so
purchased to pay for the exercise price and whereby the NASD Dealer irrevocably
commits upon receipt of such shares of Common Stock to forward the exercise
price directly to the Company; (ii) if a public market for the Common Stock
exists, through a "margin" commitment from the Optionee and an NASD 

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Dealer whereby the Optionee irrevocably elects to exercise the Option and to
pledge the shares of Common Stock so purchase to the NASD Dealer in a margin
account as security for a loan from the NASD Dealer in the amount of the
exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of
such shares of Common Stock to forward the exercise price directly to the
Company; (iii) by surrender for cancellation of Qualifying Shares at the Fair
Market Value per share at the time of exercise (provided that such surrender
does not result in an accounting charge for the Company); (iv) by delivery of
the Optionee's promissory note with such recourse, interest, security,
redemption and other provisions as the Committee may require; or (v) by any
combination of the foregoing. No shares of Common Stock may be issued until full
payment of the purchase price therefor has been made.

         (d) Withholding Taxes. The Committee may establish such rules and
procedures as it considers desirable in order to satisfy any obligation of the
Company to withhold the statutory prescribed minimum amount of federal or state
income taxes or other taxes with respect to the exercise of any Option granted
under the Plan. Prior to issuance of the shares of Common Stock upon exercise of
an Option, the Optionee shall pay or make adequate provision acceptable to the
Committee for the satisfaction of the statutory minimum prescribed amount of any
federal or state income or other tax withholding obligations of the Company, if
applicable. Upon exercise of an Option, the Company shall withhold or collect
from the Optionee an amount sufficient to satisfy such tax withholding
obligations.

         (e) Exercise of Option Following Termination of Continuous Service.

                  (i) An Option may not be exercised after the expiration date
         of such Option set forth in the Option Agreement and may be exercised
         following the termination of an Optionee's Continuous Service only to
         the extent provided in the Option Agreement.

                  (ii) Where the Option Agreement permits an Optionee to
         exercise an Option following the termination of the Optionee's
         Continuous Service for a specified period, the Option shall terminate
         to the extent not exercised on the last day of the specified period or
         the last day of the original term of the Option, whichever occurs
         first.

                  (iii) Any Option designated as an Incentive Stock Option, to
         the extent not exercised within the time permitted by law for the
         exercise of Incentive Stock Options following the termination of an
         Optionee's Continuous Service, shall convert automatically to a
         Non-Qualified Stock Option and thereafter shall be exercisable as such
         to the extent exercisable by its terms for the period specified in the
         Option Agreement.

                  (iv) The Committee shall have discretion to determine whether
         the Continuous Service of an Optionee has terminated and the effective
         date on which such Continuous Service terminates and whether the
         Optionee's Continuous Service terminated as a result of the Disability
         of the Optionee.

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2001 Stock Incentive Plan                                               Page 10

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         (f) Limitations on Exercise.

                  (i) The Committee, or if applicable the Chief Executive
         Officer, may specify a reasonable minimum number of shares of Common
         Stock or a percentage of the shares subject to an Option that may be
         purchased on any exercise of an Option; provided, that such minimum
         number will not prevent Optionee from exercising the full number of
         shares of Common Stock as to which the Option is then exercisable.

                  (ii) The obligation of the Company to issue any shares of
         Common Stock pursuant to the exercise of any Option shall be subject to
         the condition that such exercise and the issuance and delivery of such
         shares pursuant thereto comply with the Securities Act, all applicable
         state securities laws and the requirements of any stock exchange or
         national market system upon which the shares of Common Stock may then
         be listed or quoted, as in effect on the date of exercise. The Company
         shall be under no obligation to register the shares of Common Stock
         with the Securities and Exchange Commission or to effect compliance
         with the registration, qualification or listing requirements of any
         state securities laws or stock exchange or national market system, and
         the Company shall have no liability for any inability or failure to do
         so.

                  (iii) As a condition to the exercise of an Option, the Company
         may require the person exercising such Option to represent and warrant
         at the time of any such exercise that the shares of Common Stock are
         being purchased only for investment and without any present intention
         to sell or distribute such shares of Common Stock if, in the opinion of
         counsel for the Company, such a representation is required by any
         securities or other applicable laws.

         (g) Modification, Extension And Renewal of Options . The Committee
shall have the power to modify, extend or renew outstanding Options and to
authorize the grant of new Options in substitution therefor, provided that
(except as permitted by Section 11 of this Plan) any such action may not,
without the written consent of any Optionee, impair any rights under any Option
previously granted to such Optionee. Any outstanding Incentive Stock Option that
is modified, extended, renewed or otherwise altered will be treated in
accordance with Section 424(h) of the Code.

         (h) Privileges of Stock Ownership. No Optionee will have any of the
rights of a shareholder with respect to any shares of Common Stock subject to an
Option until such Option is properly exercised and the purchased shares are
issued and delivered to the Optionee, as evidenced by an appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company.
No adjustment shall be made for dividends or distributions or other rights for
which the record date is prior to such date of issuance and delivery, except as
provided in the Plan.

         10. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS. Each Restricted
Stock Agreement shall be in such form and shall contain such terms and
conditions as the Committee shall deem appropriate. The terms and conditions of
such Restricted Stock Agreements may change from time to time, and the terms and
conditions of separate Restricted

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2001 Stock Incentive Plan                                               Page 11

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Stock Agreements need not be identical, but each such Restricted Stock Agreement
shall be subject to the terms and conditions of this Section 10.

         (a) Forfeiture Restrictions. Shares of Common Stock that are the
subject of a Restricted Stock Award shall be subject to restrictions on
disposition by the Grantee and to an obligation of the Grantee to forfeit and
surrender the shares to the Company under certain circumstances (the "Forfeiture
Restrictions"). The Forfeiture Restrictions shall be determined by the Committee
in its sole discretion, and the Committee may provide that the Forfeiture
Restrictions shall lapse on the passage of time, the attainment of one or more
performance targets established by the Committee, or the occurrence of such
other event or events determined to be appropriate by the Committee. The
Forfeiture Restrictions applicable to a particular Restricted Stock Award (which
may differ from any other such Restricted Stock Award) shall be stated in the
Restricted Stock Agreement.

         (b) Restricted Stock Awards. At the time any Restricted Stock Award is
granted under the Plan, the Company and the Grantee shall enter into a
Restricted Stock Agreement setting forth each of the matters addressed in this
Section 10 and such other matters as the Committee may determine to be
appropriate. Shares of Common Stock awarded pursuant to a Restricted Stock Award
shall be represented by a stock certificate registered in the name of the
Grantee of such Restricted Stock Award. The Grantee shall have the right to
receive dividends with respect to the shares of Common Stock subject to a
Restricted Stock Award, to vote the shares of Common Stock subject thereto and
to enjoy all other stockholder rights with respect to the shares of Common Stock
subject thereto, except that, unless provided otherwise in the Restricted Stock
Agreement, (i) the Grantee shall not be entitled to delivery of the shares of
Common Stock certificate until the Forfeiture Restrictions have expired, (ii)
the Company or an escrow agent shall retain custody of the shares of Common
Stock until the Forfeiture Restrictions have expired, (iii) the Grantee may not
sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the shares
of Common Stock until the Forfeiture Restrictions have expired, and (iv) a
breach of the terms and conditions established by the Committee pursuant to the
Restricted Stock Agreement shall cause a forfeiture of the Restricted Stock
Award. At the time of such Award, the Committee may, in its sole discretion,
prescribe additional terms, conditions or restrictions relating to Restricted
Stock Award, including rules pertaining to the termination of the Grantee's
Continuous Service (by retirement, Disability, death or otherwise) prior to
expiration of the Forfeiture Restrictions. Such additional terms, conditions or
restrictions shall also be set forth in a Restricted Stock Agreement made in
connection with the Restricted Stock Award.

         (c) Rights and Obligations of Grantee. One or more stock certificates
representing shares of Common Stock, free of Forfeiture Restrictions, shall be
delivered to the Grantee promptly after, and only after, the Forfeiture
Restrictions have expired. Each Restricted Stock Agreement shall require that
(i) the Grantee, by his or her acceptance of the Restricted Stock Award, shall
irrevocably grant to the Company a power of attorney to transfer any shares so
forfeited to the Company and agrees to execute any documents requested by the
Company in connection with such forfeiture and transfer, and (ii) such
provisions regarding transfers of forfeited shares of Common Stock shall be
specifically performable by the Company in a court of equity or law.

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2001 Stock Incentive Plan                                               Page 12

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         (d) Restriction Period. The Restriction Period for a Restricted Stock
Award shall commence on the date of grant of the Restricted Stock Award and,
unless otherwise established by the Committee and stated in the Restricted Stock
Award Agreement, shall expire upon satisfaction of the conditions set forth in
the Restricted Stock Agreement pursuant to which the Forfeiture Restrictions
will lapse.

         (e) Securities Restrictions. The Committee may impose other conditions
on any shares of Common Stock subject to a Restricted Stock Award as it may deem
advisable, including (i) restrictions under applicable state or federal
securities laws, and (ii) the requirements of any stock exchange or national
market system upon which shares of Common Stock are then listed or quoted.

         (f) Payment for Restricted Stock. The Committee shall determine the
amount and form of any payment for shares of Common Stock received pursuant to a
Restricted Stock Award; provided, that in the absence of such a determination,
the Grantee shall not be required to make any payment for shares of Common Stock
received pursuant to a Restricted Stock Award, except to the extent otherwise
required by law.

         (g) Forfeiture of Restricted Stock. Subject to the provisions of the
particular Restricted Stock Agreement, on termination of the Grantee's
Continuous Service during the Restriction Period, the shares of Common Stock
subject to the Restricted Stock Award shall be forfeited by the Grantee. Upon
any forfeiture, all rights of the Grantee with respect to the forfeited shares
of the Common Stock subject to the Restricted Stock Award shall cease and
terminate, without any further obligation on the part of the Company, except
that if so provided in the Restricted Stock Agreement applicable to the
Restricted Stock Award, the Company shall repurchase each of the shares of
Common Stock forfeited for the purchase price per share paid by the Grantee. The
Committee will have discretion to determine whether the Continuous Service of a
Grantee has terminated and the date on which such Continuous Service terminates
and whether the Grantee's Continuous Service terminated as a result of the
Disability of the Grantee.

         (h) Lapse of Forfeiture Restrictions in Certain Events; Committee's
Discretion. Notwithstanding the provisions of Section 10(g) or any other
provision in the Plan to the contrary, the Committee may, in its discretion and
as of a date determined by the Committee, fully vest any or all Common Stock
awarded to the Grantee pursuant to a Restricted Stock Award, and upon such
vesting, all Forfeiture Restrictions applicable to such Restricted Stock Award
shall lapse or terminate. Any action by the Committee pursuant to this Section
10(h) may vary among individual Grantees and may vary among the Restricted Stock
Awards held by any individual Grantee. Notwithstanding the preceding provisions
of this Section 10(h), the Committee may not take any action described in this
Section 10(h) with respect to a Restricted Stock Award that has been granted to
a Covered Employee if such Award has been designed to meet the exception for
performance-based compensation under Section 162(m) of the Code.

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2001 Stock Incentive Plan                                               Page 13

   14


         11. ADJUSTMENT UPON CHANGES IN CAPITALIZATION AND CORPORATE EVENTS.

         (a) Capital Adjustments. The number of shares of Common Stock (i)
covered by each outstanding Award granted under the Plan, the exercise or
purchase price of such outstanding Award, and any other terms of the Award that
the Committee determines requires adjustment and (ii) available for issuance
under Sections 5, 7 and 8(h) shall be adjusted to reflect, as deemed appropriate
by the Committee, any increase or decrease in the number of shares of Common
Stock resulting from a stock dividend, stock split, reverse stock split,
combination, reclassification or similar change in the capital structure of the
Company without receipt of consideration, subject to any required action by the
Board or the shareholders of the Company and compliance with applicable
securities laws; provided, however, that a fractional share will not be issued
upon exercise of any Award, and either (i) any fraction of a share of Common
Stock that would have resulted will be cashed out at Fair Market Value or (ii)
the number of shares of Common Stock issuable under the Award will be rounded up
to the nearest whole number, as determined by the Committee. Except as the
Committee determines, no issuance by the Company of shares of capital stock of
any class, or securities convertible into shares of capital stock of any class,
shall affect, and no adjustment by reason hereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Award.

         (b) Dissolution or Liquidation. The Committee shall notify the Grantee
at least twenty (20) days prior to any proposed dissolution or liquidation of
the Company. Unless provided otherwise in an individual Option Agreement or
Restricted Stock Agreement or in a then-effective written employment agreement
between the Grantee and the Company or an Affiliate, to the extent that an Award
has not been previously exercised, the Company's repurchase rights relating to
an Award have not expired or the Forfeiture Restrictions have not lapsed, any
such Award that is an Option shall expire and any such Award that is a
Restricted Stock Award shall be forfeited and the shares of Common Stock subject
to such Award shall be returned to the Company, in each case, immediately prior
to consummation of such dissolution or liquidation, such Award shall terminate
immediately prior to consummation of such dissolution or liquidation.

         (c) Change in Control. If, during the effectiveness of the Plan (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
50 percent or more of the combined voting power of the Company's then
outstanding securities; (ii) as a result of, or in connection with, any tender
offer or exchange offer, merger, or other business combination (a
"Transaction"), the persons who were directors of the Company immediately before
the Transaction shall cease to constitute a majority of the Board of Directors
of the Company or any successor to the Company; (iii) the Company is merged or
consolidated with another corporation and as a result of the merger or
consolidation less than 75 percent of the outstanding voting securities of the
surviving or resulting corporation shall then be owned in the aggregate by the
former stockholders of the Company; (iv) a tender offer or exchange offer is
made and consummated for the ownership of securities of the Company representing
50 percent or more of the combined voting power of the Company's then
outstanding voting securities; or (v) the Company transfers substantially all of
its assets to another corporation which is not controlled by the Company (any
such event described in this Section 11(c), a "Change in Control"), (A) each
Option which is at the time outstanding under the Plan shall (1) except as
provided otherwise in an individual Option Agreement, automatically

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2001 Stock Incentive Plan                                               Page 14

   15


become, subject to all other terms of the Option Agreement, fully vested and
exercisable and be released from any repurchase or forfeiture rights,
immediately prior to the specified effective date of such Change in Control, for
all of the shares of Common Stock at the time represented by such Option, and
(2) notwithstanding any contrary terms in the Option Agreement (other than terms
providing for a specific exercise period following a Change in Control), expire
twenty (20) days after the Committee gives written notice to Optionees
specifying the terms and conditions of the acceleration of the Options, except
as provided otherwise in a then-effective written employment agreement between
the Grantee and the Company or an Affiliate or as provided otherwise
specifically with respect to a Change in Control in an individual Option
Agreement and (B) the Forfeiture Restrictions applicable to all outstanding
Restricted Stock Awards shall lapse and shares of Common Stock subject to such
Restricted Stock Awards shall be released from escrow, if applicable, and
delivered to the Grantees of the Awards free of any Forfeiture Restriction.

         To the extent that an Optionee exercises his Option before or on the
effective date of the Change in Control, the Company shall issue all Common
Stock purchased by exercise of that Option, and those shares of Common Stock
shall be treated as issued and outstanding for purposes of the Change in
Control.

         12. STOCKHOLDER APPROVAL. The Company shall obtain the approval of the
Plan by the Company's stockholders to the extent required to satisfy Section
162(m) of the Code or to satisfy or comply with any applicable laws or the rules
of any stock exchange or national market system on which the Common Stock may be
listed or quoted. No Award that is issued as a result of any increase in the
number of shares of Common Stock authorized to be issued under the Plan may be
exercised or forfeiture restrictions lapse prior to the time such increase has
been approved by the stockholders of the Company, and all such Awards granted
pursuant to such increase will similarly terminate if such shareholder approval
is not obtained.

         13. ADMINISTRATION. This Plan shall be administered by the Committee.
The Committee shall interpret the Plan and any Awards granted pursuant to the
Plan and shall prescribe such rules and regulations in connection with the
operation of the Plan as it determines to be advisable for the administration of
the Plan. The Committee may rescind and amend its rules and regulations from
time to time. The interpretation by the Committee of any of the provisions of
this Plan or any Award granted under this Plan shall be final and binding upon
the Company and all persons having an interest in any Option or any shares of
Common Stock acquired pursuant to an Award.

         14. EFFECT OF PLAN. Neither the adoption of the Plan nor any action of
the Board or the Committee shall be deemed to give any Employee, Director or
Consultant any right to be granted an Award or any other rights except as may be
evidenced by the Option Agreement or Restricted Stock Agreement, or any
amendment thereto, duly authorized by the Committee, or if applicable the Chief
Executive Officer, and executed on behalf of the Company, and then only to the
extent and on the terms and conditions expressly set forth therein. The
existence of the Plan and the Awards granted hereunder shall not affect in any
way the right of the Board, the Committee or the stockholders of the Company to
make or authorize any adjustment, recapitalization, reorganization or other
change in the Company's capital structure or its 

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2001 Stock Incentive Plan                                               Page 15

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business, any merger or consolidation or other transaction involving the
Company, any issue of bonds, debentures, or shares of preferred stock ahead of
or affecting the Common Stock or the rights thereof, the dissolution or
liquidation of the Company or any sale or transfer of all or any part of the
Company's assets or business, or any other corporate act or proceeding by or for
the Company. Nothing contained in the Plan or in any Option Agreement,
Restricted Stock Agreement, or in other related documents shall confer upon any
Employee, Director or Consultant any right with respect to such person's
Continuous Service or interfere or affect in any way with the right of the
Company or an Affiliate to terminate such person's Continuous Service at any
time, with or without cause.

         15. NO EFFECT ON RETIREMENT AND OTHER BENEFIT PLANS. Except as
specifically provided in a retirement or other benefit plan of the Company or an
Affiliate, Awards shall not be deemed compensation for purposes of computing
benefits or contributions under any retirement plan of the Company or an
Affiliate, and shall not affect any benefits under any other benefit plan of any
kind or any benefit plan subsequently instituted under which the availability or
amount of benefits is related to level of compensation. The Plan is not a
"Retirement Plan" or "Welfare Plan" under the Employee Retirement Income
Security Act of 1974, as amended.

         16. AMENDMENT OR TERMINATION OF PLAN. The Board in its discretion may,
at any time or from time to time after the date of adoption of the Plan,
terminate or amend the Plan in any respect, including amendment of any form of
Option Agreement, Restricted Stock Agreement, exercise agreement or instrument
to be executed pursuant to the Plan; provided, however, to the extent necessary
to comply with the Code, including Sections 162(m) and 422 of the Code, other
applicable laws, or the applicable requirements of any stock exchange or
national market system, the Company shall obtain stockholder approval of any
Plan amendment in such manner and to such a degree as required. No Award may be
granted after termination of the Plan. Any amendment or termination of the Plan
shall not affect Awards previously granted, and such Awards shall remain in full
force and effect as if the Plan had not been amended or terminated, unless
mutually agreed otherwise in a writing (including an Option Agreement or
Restricted Stock Agreement) signed by the Grantee and the Company.

         17. EFFECTIVE DATE AND TERM OF PLAN. The amendment and restatement of
Plan as set forth herein shall become effective upon its adoption by the Board.
It shall continue in effect for a term of ten (10) years from December 22, 1997,
the original effective date of the Plan, unless sooner terminated by action of
the Board. Subject to the terms and conditions of the Plan, as amended and
restated herein, and applicable laws, Awards may be granted under the Plan upon
its adoption.

         18. SEVERABILITY AND REFORMATION. The Company intends all provisions of
the Plan to be enforced to the fullest extent permitted by law. Accordingly,
should a court of competent jurisdiction determine that the scope of any
provision of the Plan is too broad to be enforced as written, the court should
reform the provision to such narrower scope as it determines to be enforceable.
If, however, any provision of the Plan is held to be wholly illegal, invalid, or
unenforceable under present or future law, such provision shall be fully
severable and severed, and the Plan shall be construed and enforced as if such
illegal, invalid, or 

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2001 Stock Incentive Plan                                               Page 16

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unenforceable provision were never a part hereof, and the remaining provisions
of the Plan shall remain in full force and effect and shall not be affected by
the illegal, invalid, or unenforceable provision or by its severance.

         19. GOVERNING LAW. The Plan shall be construed and interpreted in
accordance with the laws of the State of Texas.

         20. INTERPRETIVE MATTERS. Whenever required by the context, pronouns
and any variation thereof shall be deemed to refer to the masculine, feminine,
or neuter, and the singular shall include the plural, and visa versa. The term
"include" or "including" does not denote or imply any limitation. The captions
and headings used in the Plan are inserted for convenience and shall not be
deemed a part of the Plan for construction or interpretation.


Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 17