STANDSTILL AGREEMENT

EX-99
Standstill Agreement

STANDSTILL AGREEMENT

THIS STANDSTILL AGREEMENT is entered into and made effective as of
October 8, 2001 by and among Quanta Services, Inc., a Delaware corporation (the
"COMPANY"), and UtiliCorp United Inc., a Delaware corporation ("UTILICORP").

WHEREAS, the parties are in the process of, and would like to provide
for a period to continue, good faith discussions with respect to the Company.

NOW, THEREFORE, in consideration of the mutual covenants and premises
contained herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. REPRESENTATIONS. UtiliCorp represents to the Company that as of 5:00
p.m. EST on October 8, 2001 it is the beneficial owner of 29,230,179 shares of
the Company's common stock. The Company represents to UtiliCorp that as of 5:00
p.m. EST on October 8, 2001 the number of shares specified in the preceding
sentence represented approximately 38.3% of the beneficial ownership of the
Company's outstanding common stock.

2. STOCK PURCHASE STANDSTILL. During the term of this Agreement,
neither UtiliCorp, nor any agent, representative, affiliate, associate, or any
other person who is acting in concert with or under the control, direction or
discretion of UtiliCorp, shall directly or indirectly, in any manner acquire,
offer or propose to acquire, agree to acquire, become the beneficial owner of or
obtain any rights in respect of any securities of the Company, whether by
purchase, conversion, exchange or exercise of Company securities pursuant to
their terms, or take any action in furtherance thereof, including through
acquisition of control of another person, by joining a partnership, limited
partnership, syndicate or other group or otherwise, except by way of stock
dividends or other distributions or offerings made by the Company on a pro rata
basis to all holders of its securities.

3. DEFENSIVE STANDSTILL. During the term of this Agreement, except as
expressly permitted by this Section 3 or Section 5 hereof, neither the Company,
nor an agent, representative, affiliate, or any other person who is acting in
concert with or under the control, direction or discretion of the Company, shall
directly or indirectly, in any manner take any action or resolve to take any
action that would in any way further any measure commonly regarded as a takeover
defense (other than convening meetings of the Board of Directors or any
committees thereof in accordance with the Company's bylaws) or reduce the
percentage of the Company's outstanding securities owned or that may be owned by
UtiliCorp. In furtherance of the foregoing and without limitation, during the
term of this Agreement the Company may not (a) amend or propose to amend the
bylaws or certificate of incorporation of the Company, (b) issue or propose to
issue any securities of the Company, except that the Company may issue its
securities (i) pursuant to employee benefit plans in accordance with past custom
and practice, (ii) pursuant to presently existing stock options and (iii)
pursuant to existing contractual obligations, (c) make any recommendation to the
shareholders of the Company to purchase or sell securities of the


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Company, (d) enter into any agreement or discussion with any other person to
merge, purchase securities or assets of the Company, whether for cash or any
other consideration, except for acquisitions that in the aggregate would not
result in the issuance of more than 1% of the Company's outstanding securities,
(e) enter into any contract or amend any contract in a way that would have a
material adverse affect on the Company in the event of a change in control of
the Company or that would provide any third party the right to approve a change
in control of the Company, (f) enter into or modify any employment or severance
agreement with any director or officer of the Company, or (h) accelerate the
vesting of, cancel or reprice any stock options or make any other unusual
compensation award.

4. LITIGATION STANDSTILL. During the term of this Agreement, no party,
nor any agent, representative, affiliate, associate, or any other person who is
acting in concert with or under the control or discretion of any party shall, in
its own capacity or on any other basis, commence, join, assist, or encourage in
any respect any action, lawsuit or other legal proceeding in any jurisdiction,
or before any governmental agency or regulatory body, against or involving any
other party or any officer, director, employee or agent of a party or any
subsidiary, affiliate or associate of any party with respect to the Company or
any securities of the Company.

5. TERM OF THIS AGREEMENT. This Agreement and the covenants and
agreements of the parties contained herein shall continue in full force and
effect through 5:00 p.m. (U.S. Eastern Standard Time) on October 12, 2001.
Notwithstanding the immediately preceding sentence, in the event that the board
of directors of the Company determines, after consultation with counsel to the
Company, that applicable law or the fiduciary duties of the board of directors
of the Company require it to take any of the actions prohibited by Section 3,
then prior to taking such action, the board of directors of the Company will
first notify UtiliCorp and, at its option, UtiliCorp may terminate this
Agreement.

6. REPRESENTATIONS. Each of the parties represents and warrants with
respect to itself that such party is duly authorized to execute, deliver and
perform this Agreement, that this Agreement has been duly executed by such party
and that this Agreement is a valid and binding agreement of such party,
enforceable against such party in accordance with its terms.

7. SPECIFIC PERFORMANCE. Each of the parties acknowledges that, in view
of the uniqueness of the provisions of this Agreement, neither party would have
an adequate remedy at law for money damages in the event that this Agreement has
not been performed in accordance with its terms. Therefore, each party agrees
that the other party shall be entitled to specific enforcement of the terms
hereof and injunctive relief to prevent any violation of this Agreement, in
addition to any other remedy to which it may be entitled, at law or in equity.

8. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the internal laws of the State of Delaware, without regard to
conflicts of law doctrines.

9. CERTAIN TERMS. As used herein, the terms "AFFILIATE" and "ASSOCIATE"
shall have the meanings given such terms in Rule 12b-2 of the Securities and
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the term "PERSON" shall
mean any individual, partnership, corporation, group, syndicate, trust,
government or agency thereof, or any other association or


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entity, and the term "GROUP" shall have the meaning given such term in Section
13(d)(3) of the Exchange Act.

10. AMENDMENTS; WAIVER. This Agreement may be amended, modified or
supplemented only by the written agreement of both parties. No failure on the
part of either party to exercise, or any delay in exercising, any right
hereunder shall be deemed a waiver thereof, nor shall any single or partial
exercise preclude any further or other exercise of such or any other right.

11. INTEGRATION. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter hereof and supersedes all
prior agreements and understandings of the parties in connection therewith.

12. HEADINGS. The descriptive headings of the sections and subsections
of this Agreement are for convenience only and do not constitute a part of this
Agreement.

13. NO ASSIGNMENT. Neither this Agreement nor any rights or obligations
hereunder are assignable.

14. PUBLIC ANNOUNCEMENTS. UtiliCorp will file this Agreement as an
exhibit to an amendment to UtiliCorp's Schedule 13D. Otherwise, neither party
will make any public announcements or statements regarding the terms of this
Agreement.

15. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which when executed and delivered shall be deemed an original and all of
which taken together shall constitute but one and the same instrument. This
Agreement shall become effective when each party has executed and delivered the
Agreement to the other party.

16. ATTORNEY FEES. In the event of any action or proceeding for the
breach of this Agreement or misrepresentation by any party, the prevailing party
shall be entitled to reasonable attorney's fees, costs and expenses incurred in
such action or proceeding.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officers as of the day and year
first above written.

QUANTA SERVICES, INC. UTILICORP UNITED INC.


By: /s/ Dana Gordon By: /s/ Robert K. Green
Name: Dana Gordon Name: Robert K. Green
Title: Vice President - General Counsel Title: President and Chief
Operating Officer


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