AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (the "Agreement"), by and between Quanta Services, Inc.,
a Delaware corporation ("Employer"), and John R. Wilson ("Employee"), is hereby entered into and effective as
of this 21st day of May 2003.
R E C I T A L S
A. As of the date of this Agreement, Employer is engaged primarily in the business of specialty electrical
contracting for electric utilities, telecommunications and cable television providers, and transportation, commercial
and industrial customers.
B. Employee is employed hereunder by Employer in a confidential relationship wherein Employee, in the course
of Employee's employment with Employer, has and will continue to become familiar with and aware of non-public
information of Employer, including but not limited to, Employer's customers, specific manner of doing business,
including the processes, techniques and trade secrets utilized by Employer, and future plans with respect thereto
("Confidential Information"), all of which has been and will be established and maintained at great expense to
Employer; this information is a trade secret and constitutes the valuable goodwill of Employer.
A G R E E M E N T S
In consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of
each, the parties hereto hereby agree as follows:
1. Employment and Duties.
(a) Employer hereby employs Employee as President of Electric Power and Gas Operations of the Employer. As
such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a
President of Electric Power and Gas Operations of the Employer and will report directly to the Chief Executive
Officer of Employer. Employee hereby accepts this employment upon the terms and conditions herein contained
and, subject to Paragraph 1(c) hereof, agrees to devote Employee's time, attention and efforts to promote and
further the business of Employer.