EXHIBIT 1 - SECT TERMINATION LETTER

[QUANTA SERVICES, INC. LETTERHEAD]



May 20, 2002

Wachovia Bank, N.A., as Trustee
Quanta Services, Inc. Stock Employee Compensation Trust
One West Fourth Street, NC6251
Winston-Salem, NC 27012
Attention: Quanta Services Account Officer


Re: Quanta Services, Inc. Stock Employee
Compensation Trust (the "Trust")

Ladies and Gentlemen:

Reference is hereby made to (i) the Quanta Services, Inc.
Stock Employee Compensation Trust Agreement (the "Trust Agreement"), dated as of
March 13, 2002, by and between Quanta Services, Inc., a Delaware corporation
(the "Company"), and Wachovia Bank, N.A., as Trustee (the "Trustee"), and (ii)
the Settlement and Governance Agreement (the "Settlement Agreement"), dated as
of May 20, 2002, by and between the Company and Aquila Inc. Capitalized terms
used but not defined herein shall have the meanings ascribed to them in the
Trust Agreement.

The Company hereby notifies the Trustee that on May 20, 2002,
in accordance with Section 8.2 of the Trust Agreement, the Board of Directors of
the Company authorized and approved the termination of the Trust, effective
immediately Accordingly, the Company hereby requests that the Trustee terminate
the Trust in accordance with Section 8.2 of the Trust Agreement. In light of the
fact that the Fair Market Value of the Trust Fund is less than the remaining
amounts payable to the Company pursuant to the Loan, in lieu of the Trustee
selling the Trust Fund for cash and paying such cash to the Company in respect
of the Loan pursuant to clauses (ii) and (iii) of the fourth sentence of Section
8.2 of the Trust Agreement, the Company and the Trustee agree that, upon
termination of the Trust, the Trustee shall deliver to the Company all Company
Stock, plus all other assets constituting the Trust Fund at the time of such
termination in exchange for cancellation of the promissory note evidencing the
Loan, the delivery of such Company Shares and other assets to constitute full
satisfaction of all amounts outstanding under the Loan. As a result of the
Settlement Agreement and the termination of the Trust as described above the
Trustee will not be obliged to vote any shares of Common Stock at the Company's
2002 Annual Meeting.

The validity of this Letter Agreement, its construction,
interpretation, and enforcement, and the rights of the parties, shall be
determined under, governed by, and construed in accordance with the internal
laws of the State of Delaware without regard to choice of law rules. This Letter
Agreement and the Trust Agreement constitute the entire agreement between the
parties pertaining to the subject matter contained herein. This Letter Agreement
may not be altered, amended or modified, nor may any portion hereof be waived or
noncompliance therewith consented to, except by means of a writing executed by
each of the parties hereto.

Very truly yours,

QUANTA SERVICES, INC.


By: /s/ Dana A. Gordon
---------------------
Dana A. Gordon
Vice President - General Counsel





Accepted and agreed this 20th day of
May, 2002

WACHOVIA BANK, N.A.



By: /s/ Peter D. Quinn
------------------------------------------------
Name: Peter D. Quinn
Title: Senior Vice President