THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Quanta Services, Inc. (PWR)

4/20/2006 Proxy Information

Potelco, Inc., a Quanta subsidiary, leases its main office from the father of Gary A. Tucci and leases another office from Gary A. Tucci, who is Chief Executive Officer of Potelco, Inc. and a director of Quanta. Currently, both leases are oral and on a month-to-month basis. The main office lease is for an approximately 15,000 square foot building with an approximately 8,000 square foot warehouse on approximately 5 acres, at a rental rate of $4,000 per month. The other lease is for an approximately 1,400 square foot office with an approximately 2,400 square foot maintenance facility on approximately 2 acres, at a rental rate of $2,800 per month. We believe that the rental rates of these leases do not exceed fair market value.

Trawick Construction Company, Inc., a Quanta subsidiary, leases its main office from Trawick Holdings, LLC, which is 10% owned by Kenneth W. Trawick, President of the Telecommunications and Cable Television Division of Quanta. The lease is for two properties, which include an approximately 10,000 square foot building, an approximately 6,000 square foot warehouse and an approximately 14,000 square foot shop, totaling approximately 12 acres, at a rental rate of $6,130 per month. We believe that the rental rate of this lease does not exceed fair market value.

We have entered into an indemnity agreement with each of our directors and executive officers. The indemnity agreements generally provide that we will, to the extent permitted by applicable law, indemnify and hold harmless each indemnitee that is, or is threatened to be made, a party to any civil, criminal or administrative proceeding against all expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the indemnitee in connection with any such proceeding. The indemnity agreements provide the indemnitee with indemnification rights in connection with third-party proceedings and proceedings brought by or in the right of Quanta. In addition, the indemnity agreements provide for the advancement of expenses incurred by the indemnitee in connection with any covered proceeding to the fullest extent permitted by applicable law. The indemnity agreements also provide that if the indemnification rights provided for therein are unavailable for any reason, we will pay, in the first instance, the entire amount incurred by the indemnitee in connection with any covered proceeding and waive and relinquish any right of contribution we may have against the indemnitee. Upon any Ňpotential change in controlÓ (as defined in the agreement) of Quanta, the indemnitee has the right to cause us to create a trust and to fund the trust with an amount sufficient to satisfy any indemnifiable expenses expected to be incurred by the indemnitee. The indemnity agreements will continue as long as the director or executive officer is subject to any potential proceeding in his or her capacity as such, regardless of when the individualŐs service to us ends.

In February 2000, we submitted a written notice to Gary A. Tucci seeking indemnification from him for certain accounts receivable losses sustained by us in connection with our acquisition of Potelco, Inc. The total amount outstanding as a result of this indemnification claim is $144,104.

4/20/2005 Proxy Information

From January 2000 to November 2001, Keith G. Stamm was Chief Executive Officer of Aquila Merchant Services, Inc., a wholly owned Aquila subsidiary. In 2003, we performed projects for Aquila in the ordinary course of business generating approximately $15.4 million in revenues.

Potelco, Inc., a Quanta subsidiary, leases its main office from the father of Gary A. Tucci, and leases another office from Gary A. Tucci, who is Chief Executive Officer of Potelco, Inc. and a director of Quanta. Currently, both leases are oral and on a month-to-month basis. The main office lease is for an approximately 15,000 square foot building with an approximately 8,000 square foot warehouse on approximately 5 acres, at a rental rate of $4,000 per month. The other lease is for an approximately 1,400 square foot office with an approximately 2,400 square foot maintenance facility on approximately 2 acres, at a rental rate of $2,800 per month. We believe that the rental rates of these leases do not exceed fair market value.

Trawick Construction Company, Inc., a Quanta subsidiary, leases its main office from Trawick Holdings, LLC which is 10% owned by Kenneth W. Trawick, President of the Telecommunications and Cable Television Division of Quanta. The lease is for two properties, which include an approximately 10,000 square foot building, an approximately 6,000 square foot warehouse and an approximately 14,000 square foot shop, totaling approximately 12 acres, at a rental rate of $6,130 per month. We believe that the rental rate of this lease does not exceed fair market value.

Arby Construction, Inc., a Quanta subsidiary, leases its main office from the father of Dennis M. Klumb. Mr. Klumb is the former Senior Vice President of Gas Operations of Quanta. The lease is for three buildings totaling approximately 40,000 square feet on approximately 29 acres, at a rental rate of $17,600 per month. We believe that the rental rate of this lease does not exceed fair market value.

Spalj Construction Company, a Quanta subsidiary, leases its main office from Spalj Real Estate which is 50% owned by Luke T. Spalj, former President of the Telecommunications and Cable Television Division of Quanta. Currently, this lease is oral and on a month-to-month basis. The lease is for three buildings totaling approximately 33,100 square feet on approximately 5.25 acres, at a rental rate of $8,334 per month. We believe that the rental rate of this lease does not exceed fair market value.

In October 2002, we entered into an InvestorŐs Rights Agreement with First Reserve in connection with its purchase of our Common Stock. In early 2004, First Reserve exercised its demand registration rights under the InvestorŐs Rights Agreement and required us to register under the Securities Act of 1933 20 million shares of our Common Stock held by First Reserve for resale. The registration statement in respect of the 20 million shares was declared effective on June 30, 2004, and a subsequent registration statement for an additional 3.8 million shares held by First Reserve was declared effective on September 21, 2004. In the fourth quarter of 2004, First Reserve completed two underwritten offerings for the resale of an aggregate of 23.8 million shares of our Common Stock. We did not receive any of the proceeds of these offerings. To facilitate those offerings, we entered into two underwriting agreements with First Reserve and the underwriters. The underwriting agreements contain typical provisions for underwritten offerings of stock, including indemnification provisions by Quanta and First Reserve in favor of the underwriters against certain liabilities, including liabilities under the Securities Act of 1933. We incurred approximately $564,000 in expenses in connection with these offerings.

In February 2000, we submitted a written notice to Gary A. Tucci seeking indemnification from him for certain accounts receivable losses sustained by us in connection with our acquisition of Potelco, Inc. The total amount outstanding as a result of this indemnification claim is $144,104.

Mr. Sikorski has served as a Managing Director of First Reserve Corporation (a private equity firm specializing in the energy industry) since April 2002. First Reserve Fund is a majority shareholder of the company.

Mr. Guill is President of First Reserve Corporation. First Reserve Fund is a majority shareholder of the company.

4/16/2004 Proxy Information

Robert K. Green is a former Executive Vice President, President and Chief Operating Officer of Aquila, Inc. In 2003, we performed projects for Aquila in the ordinary course of business generating approximately $15.4 million in revenues.

At various times in 2003, employees of Main Street Advisors, LLC (Main Street), investment manager for Main Street Mezzanine Fund, L.P., in which Mr. Foster serves as Senior Managing Director, have served on our corporate development staff on a contract basis. We reimbursed Main Street $204,252 in 2003 for the salaries and expenses of these employees. We believe that the amount we paid to Main Street for salaries and expenses was reasonable under the circumstances.

Potelco, Inc., a Quanta subsidiary, leases its main office from the father of Gary A. Tucci, and leases another office in Washington from Gary A. Tucci, who is Chief Executive Officer of Potelco, Inc. and a director of Quanta. Currently, both leases are oral and on a month-to-month basis. The main office lease is for an approximately 15,000 square foot building with an approximately 8,000 square foot warehouse on approximately 5 acres, at a rental rate of $4,000 per month. The other lease is for an approximately 1,400 square foot office with an approximately 2,400 square foot maintenance facility on approximately 2 acres, at a rental rate of $2,800 per month. We believe that the rental rates of these leases do not exceed fair market value.

Spalj Construction Company, a Quanta subsidiary, leases its main office from Spalj Real Estate which is 50% owned by Luke T. Spalj, President of the Telecommunications and Cable TV Division of Quanta. Currently, this lease is oral and on a month-to-month basis. The lease is for three buildings totaling approximately 33,100 square feet on approximately 5.25 acres, at a rental rate of $8,300 per month. We believe that the rental rate of this lease does not exceed fair market value.

On February 21, 2003 and April 28, 2003, First Reserve Fund IX, L.P., a greater than 5% shareholder of Quanta, purchased an aggregate of 1,201,128 shares of our Common Stock for a total consideration of approximately $3.6 million pursuant to First ReserveŐs exercise of preemptive rights granted in connection with its initial 2002 investment in Quanta.

Following their initial investment in us, on February 8, 2002, Aquila, Inc. announced its intention to conduct a proxy solicitation to replace members of our Board of Directors with a slate of its own nominees. On May 20, 2002, we and Aquila announced a settlement pursuant to which Aquila agreed to terminate its proxy contest. Under the terms of the settlement, Aquila withdrew all pending litigation and arbitration against us, and agreed not to purchase shares of our Common Stock on the open market and not to wage another proxy contest for control of our Board of Directors. We agreed to terminate our Stock Employee Compensation Trust. In 2003, we performed projects for Aquila in the ordinary course of business generating approximately $15.4 million in revenues. Aquila ceased to be a holder of any of our Common Stock or other capital stock in February 2003.

In February 2000, we submitted a written notice to Gary A. Tucci seeking indemnification from him for certain accounts receivable losses sustained by us in connection with our acquisition of Potelco, Inc. The total amount outstanding as a result of this indemnification claim is $144,104. We currently are negotiating the settlement of this claim with Mr. Tucci.

4/21/2003 Proxy Information

Potelco leases its main office from the father of Gary A. Tucci, and leases another office in Washington from Gary A. Tucci, who is President of Potelco, a Regional Vice President and director of Quanta. Currently, both leases are oral and on a month-to-month basis. The main office lease is for a 15,000 square foot building on five acres, at a rental rate of $2,500 per month. The other lease is for a 2,200 square foot office with a 6,000 square foot maintenance facility on 1.5 acres, at a rental rate of $2,800 per month. We believe that the rental rates of these leases do not exceed fair market value.

Concurrently with the September 1999 investment by Aquila in us, we agreed that Aquila would use Quanta as a preferred provider of outsourced transmission and distribution infrastructure construction and maintenance as well as natural gas distribution construction and maintenance in all areas serviced by Aquila, provided that we provide such services at a competitive cost. This strategic alliance agreement has a term of six years. In 2002, we performed projects for Aquila generating approximately $29.7 million in revenues and projects for an affiliate of Aquila generating approximately $0.4 million in revenues.

On February 8, 2002, Aquila announced its intention to conduct a proxy solicitation to replace members of our board of directors with a slate of its own nominees. On May 20, 2002, we and Aquila announced a settlement pursuant to which Aquila agreed to terminate its proxy contest. Under the terms of the settlement, Aquila withdrew all pending litigation and arbitration against us, and agreed not to purchase shares of our Common Stock on the open market and not to wage another proxy contest for control of our Board of Directors. We agreed to terminate our Stock Employee Compensation Trust. As of February 27, 2003, Aquila held no shares of our Common Stock or other stock.

In February 2000, we submitted a written notice to Gary A. Tucci seeking indemnification from him for certain accounts receivable losses sustained by us in connection with our acquisition of Potelco. The total amount outstanding as a result of this indemnification claim is $144,104. We currently are negotiating the settlement of this claim with Mr. Tucci.

At various times in 2002, employees of Main Street Equity Ventures (Main Street), a venture capital firm in which Mr. Foster serves as Senior Managing Director, have served on our corporate development staff on a contract basis. We reimbursed Main Street $381,739 in 2002 for the salaries and expenses of these employees. We believe that the amount we paid to Main Street for salaries and expenses was reasonable under the circumstances.