Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On March 12, 2009, the Compensation Committee of the Board of Directors of Quanta Services, Inc. (Quanta) adopted the Quanta Services, Inc. 2009 Incentive Bonus Plan (the Incentive Plan). Under the Incentive Plan, Quanta's corporate and operating unit executive officers and/or key management employees are eligible to receive annual bonus awards payable in cash and restricted stock. All restricted stock awards earned under the Incentive Plan, if any, will be made pursuant to the Quanta Services, Inc. 2007 Stock Incentive Plan. Certain of the awards under the Incentive Plan are based on the achievement of certain performance goals. For 2009, performance goals for operating unit executives are based on achievement of operating income targets, modified return on asset targets, and various safety statistics at the operating unit level. Performance goals under the Incentive Plan for corporate management employees are based on achievement of operating income targets and return on equity targets in 2009. The Incentive Plan also provides for additional discretionary awards in cash and/or restricted stock to award both corporate and operating unit executive officers and key management employees. The Compensation Committee, based on recommendations of management, establishes specific target amounts for the participants under the Incentive Plan. In addition, all future awards under the Incentive Plan are subject to approval by the Compensation Committee prior to the date any such awards are granted.

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