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Code of Ethics and Business Conduct

Chief Executive Officer's Message:

Quanta Services, Inc., along with its operating units, requires each of its directors, officers and employees to maintain high standards of ethical conduct in all of their business activities. Our reputation for the highest standard of business integrity was built by and depends on the personal integrity of our employees and our dedication to the fundamental principles of fairness, honesty, loyalty, respect, candor and prudence. It is essential that we maintain our hard-earned reputation. Therefore, all Quanta employees must observe high standards of conduct in all contacts with suppliers, customers, competitors, governmental officials, fellow employees and the general public.

All publicly visible corporations, like Quanta, are under constant scrutiny. As a result, our Board of Directors has reaffirmed its strong commitment to our business practices being conducted in accordance with the highest possible ethical standards through its adoption of the Code of Ethics and Business Conduct. The standards contained in the Code are applicable to every Quanta employee. Compliance with the Code is mandatory. Ethical conduct can only result from a trained and sensitive awareness of right and wrong. Although daily life provides a spectrum of situations that can never be fully anticipated by any set of rules, we believe that we have identified certain broad areas in which ethical, legal and moral issues may be raised in the context of Quanta’s business. The Code sets forth our general policies regarding conduct in those areas. If a situation is unclear or makes any employee feel uncomfortable, we encourage seeking clarification before proceeding.

We must prevent illegal or unethical practices from taking root in our corporate culture and must report any violations, as prescribed in the Code. Even if the actions in question are those of a supervisor or manager, if they are illegal or unethical, they are against Quanta’s policy. No form of retaliation against those who report such actions in good faith will be tolerated.

Whether interacting with stockholders, fellow employees, customers, suppliers, competitors or the general public, the principles expressed in the Code are our guide. Each employee is expected to represent our Company with honor, integrity and best efforts and to maintain Quanta’s valued reputation for the highest standard of business integrity.

EARL C. (DUKE) AUSTIN, JR.
Chief Executive Officer