March 7, 2002 - EXHIBIT 1 - SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities | Quanta Services, Inc. (PWR)

[UTILICORP LETTERHEAD]

March 5, 2002

Dana A. Gordon, Esq.
Vice President-General Counsel
Quanta Services, Inc.
1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056

Re: UTILICORP UNITED INC. ("UTILICORP") NOTICE TO SUBMIT DIRECTOR
NOMINEES RELATING TO THE 2002 ANNUAL STOCKHOLDERS MEETING OF
QUANTA SERVICES, INC. ("QUANTA")

Dear Ms. Gordon:

Reference is made to (i) the notice delivered on February 22, 2002 by
UtiliCorp to Quanta pursuant to the requirements in Article II, Section
2.12(a)(2) of the Bylaws of Quanta with respect to the nomination of candidates
for election as directors at the 2002 Annual Meeting of the Stockholders of
Quanta (the "NOTICE") and (ii) the letter sent in response to the Notice from
Quanta to UtiliCorp dated March 1, 2002 (the "QUANTA LETTER").

The purpose of this letter is to respond to the Quanta Letter. This
letter is not an admission by UtiliCorp that agrees with any of the statements
contained in the Quanta Letter or that UtiliCorp is an "affiliate" of Quanta. On
the contrary, UtiliCorp's need to submit an alternative slate of nominees
coupled with the tone and information demanded in the Quanta Letter belie the
notion that UtiliCorp has the degree of "control" over Quanta necessary to
render it an "affiliate". It is obvious to UtiliCorp, given the subjective,
hyper-technical nature of the Quanta Letter, that management is merely
attempting to throw time-consuming roadblocks in the way of a legitimate effort
by its largest stockholder to propose a slate of nominees for consideration by
stockholders in opposition to management's slate. Accordingly, rather than
dispute your assertions, we are hereby responding to the Quanta Letter to
facilitate the nomination of our candidates so that our fellow stockholders can
make an informed choice.

The following corresponds on a point-by-point basis to the Quanta
Letter:

- KNOWLEDGE QUALIFICATIONS: The second sentence of the sixth paragraph of
the Notice is hereby amended by deleting the phrase "to the best of
UtiliCorp's knowledge". The first sentence of the eighth paragraph of
the Notice is hereby amended by deleting the phrase "UtiliCorp believes
that this" and replacing it with the word "This".

- SCHEDULE 14A ITEM 5(b)(xii) INFORMATION: The second sentence of the
sixth paragraph of the Notice is hereby amended by deleting section
(ii) in their entirety and inserting the following text in lieu
thereof:

"(ii) no Nominee, his associates or any member of his
immediate family have (a) any arrangement or understanding
with any person (x) with respect to any future employment by
the Corporation or its affiliates or UtiliCorp or any of its
affiliates (y) with respect to future transactions to which
the Corporation or any of its affiliates or UtiliCorp or any
of its affiliates will or may be a party, nor (b) any material
interest, direct or indirect, in any transaction, or series of
similar transactions, that has occurred since January 1, 2001
or any currently proposed transaction, or series of similar
transactions, to which the Corporation or any of its
subsidiaries was or is a party and in which the amount
involved exceeds $60,000,"

- SCHEDULE 14A ITEM 5(b) INFORMATION:

UtiliCorp does not believe that the consolidation of Quanta in
UtiliCorp's financial statements for accounting purposes will have a
material impact on the compensation or other benefits provided by
UtiliCorp to any of its nominees who are UtiliCorp employees. This is
certainly not a motivating factor behind UtiliCorp's nomination of an
opposition slate. Moreover, UtiliCorp does not have any specific
arrangements with its nominees that will result in any additional
compensation if they are elected as directors to Quanta's board or
relating to any future transactions between Quanta and UtiliCorp.
Nevertheless, in order to expedite the nomination process, the Notice
is supplemented as provided below to apprise Quanta of the methods by
which the nominees who are employees of UtiliCorp are compensated for
their services.

- Annex B of the Notice is hereby amended by deleting the second
sentence of Mr. Green's description in its entirety and
inserting the following text in lieu thereof:

"Effective January 1, 2002, Mr. Green is President and Chief
Executive Officer of UtiliCorp United Inc. ("UtiliCorp") and a
member of the board of directors of UtiliCorp. Mr. Green does
not receive any fees or any other compensation for his
services as a director of UtiliCorp."

- Annexes B - G of the Notice are hereby amended by adding the
following sentence at the end of each such Annex:

"Annex K sets forth certain additional information regarding
the Nominee's current equity, bonus and other compensation
arrangements with UtiliCorp, if any."

- The Notice is hereby amended by adding Annex K, a copy of
which is attached hereto.

- - SCHEDULE 14A ITEMS 5(b)(xi) AND 7 INFORMATION: As UtiliCorp stated in
its most recent filings with the SEC, UtiliCorp is currently exploring
a full range of options for maximizing stockholder value, including,
among other things, the initiation of a sales process for Quanta and a
stock repurchase program in the range of 20-25% of Quanta's outstanding
shares. At this time, UtiliCorp's nominees have not identified a
particular transaction that will be considered by Quanta's board of
directors if any of the nominees is elected by Quanta's stockholders.
UtiliCorp will fully comply with its reporting and disclosure
obligations under the securities laws in respect of its ownership of
securities of Quanta and its solicitation of proxies in respect of the
election of its nominees as directors of Quanta, and expects to
disclose its plans for maximizing stockholder value in its proxy
materials to be disseminated to Quanta's stockholders.

- MEANS OF SOLICITATION: The fifth paragraph of the Notice is hereby
amended by deleting such paragraph in its entirety and inserting the
following text in lieu thereof:

"UtiliCorp intends to deliver a proxy statement and forms of
proxy to holders of at least the percentage of the
Corporation's outstanding capital stock required to elect the
Nominees and to otherwise solicit proxies from stockholders in
support of such nominations."

- CERTAIN STATEMENTS:

- The third paragraph under the heading "TRANSACTIONS BETWEEN
UTILICORP AND THE CORPORATION" in Annex A of the Notice is hereby
amended by deleting the first sentence of such paragraph in its
entirety and by deleting the phrase "Accordingly," from the
beginning of the second sentence of such paragraph.

- The eighth paragraph under the heading "TRANSACTIONS BETWEEN
UTILICORP AND THE CORPORATION" in Annex A of the Notice is hereby
amended by inserting the word "alleged" before the word "breach"
in the third line thereof, before the word "failure" in the
seventh line thereof and before the word "violation" in the tenth
line thereof.

* * *

I trust that you will find the foregoing to be responsive to your
requests for additional information concerning our nominees. Despite your
statement that you reserve the right to exclude our nominees, I cannot conceive
that a responsible public company would act so high-handedly to deprive a major
stockholder of its right to nominate candidates for due consideration by your
stockholders. I expect that you will get back to me as soon as possible if you
need any further information. Otherwise, we will assume that you are satisfied
with our submission.

Very truly yours,

/s/ Keith G. Stamm
-------------------------------------
Keith G. Stamm
President and Chief Operating Officer,
Global Networks Group

ANNEX K

Set forth below are the number of shares of capital stock of UtiliCorp
United Inc. ("UtiliCorp") beneficially owned by Terrence P. Dunn, Robert K.
Green, Richard C. Kreul, Robert E. Marsh, Edward K. Mills, R. Paul Perkins,
Bruce A. Reed, Keith G. Stamm and William H. Starbuck, Ph.D. (the "Nominees")
within the meaning of Securities and Exchange Commission (the "SEC") Rule 13d-3:

(1) Information provided as of December 31, 2001.
(2) Options exercisable within 60 days of December 31, 2001.
(3) Includes 2,117,599 shares held by the Green Family UCU Limited
Partnership of which Robert K. Green and, his brother, Richard C. Green, Jr.,
are general partners with shared voting and investment power. Richard C. Green,
Jr., Robert K. Green and members of their family and trusts for the benefit of
members of the Green family owned as of December 31, 2000, 4,137,758 shares or
approximately 4.12% of our common shares outstanding. This number includes
shares held by the Green Family UCU Limited Partnership.

Messrs. Green, Kreul, Mills, Perkins, Reed and Stamm are officers of
UtiliCorp and/or its subsidiaries (the "Officer Nominees"). Set forth below is
the stock ownership and compensation philosophy governing the employment
arrangements between the Officer Nominees and UtiliCorp:

STOCK OWNERSHIP GUIDELINES

The Board of Directors of UtiliCorp adopted stock ownership guidelines
for UtiliCorp's executives in 1995. As chief operating officer, Robert K. Green
is expected to own common stock having a value of at least five times his annual
base salary. Certain Officer Nominees are senior vice presidents of the
organization and as such are expected to own common stock with a value of at
least two times their annual base salary. In addition, certain Officer Nominees
are vice presidents and are expected to own stock having a value of at least one
times their annual base salary. If stock ownership levels are not met, the
payouts for the Officer Nominees under the long-term incentive plan are paid in
common stock. If their target ownership levels are met, the Officer Nominees may
take their payouts in cash or a combination of cash and stock. Any common stock
issued under the long-term incentive plan cannot be sold for one year after it
is issued.

COMPENSATION PHILOSOPHY

The philosophy of the Compensation Committee of UtiliCorp (the
"Compensation Committee") is to make sure UtiliCorp's executive pay is
competitive with similar companies, while rewarding executives based on how
successful they are at achieving certain goals. The Compensation Committee's
compensation philosophy is built on the following principles:

- Total compensation should provide a competitive advantage over
companies competing for management talent;
- Heavy emphasis is put on incentive pay linked to achievement
of goals;
- Compensation programs are designed to support the achievement
of the UtiliCorp's business strategy; and
- Executives' long-term compensation is closely tied to the
total return on UtiliCorp's common stock.

The Compensation Committee seeks advice from an independent
compensation consultant to ensure that they are accurately comparing UtiliCorp's
executive compensation levels to those of similar companies. Some of the factors
the Compensation Committee considers are: business operations, sales, market
values, employment levels and lines of businesses.

The total compensation of the Officer Nominees consists of the
following components: base salary, annual incentives, long-term incentives and
benefits. Each of these elements is described below. The Compensation Committee
considers these components as integral parts of an executive's compensation
package. Other pieces the Compensation Committee looks at are severance plans
and benefits.

BASE SALARY

The Compensation Committee reviews each of the Officer Nominee's base
salary annually. Base salaries are targeted to approximate the average base
salaries paid to executives of similar companies for each position. The
Compensation Committee considers the executive's level of responsibility, prior
experience, overall knowledge, executive pay for similar positions in other
companies, and executive pay within UtiliCorp.

Base salaries represent the amount the Officer Nominees are paid on a
regular basis (as opposed to an incentive, which is only paid when certain goals
are achieved). The flexibility in UtiliCorp's base pay program allows UtiliCorp
to reward individual executives for superior work that may not be immediately
reflected in financial measurements, but is important to everyday business
operations. When evaluating individual performance, the Compensation Committee
looks at the executive's efforts in promoting UtiliCorp's values: participation
in on-going education and management training; improving project quality;
strengthening relationships with customers;

developing relationships with strategic partners and employees; demonstrating
leadership abilities with co-workers; and other goals.

ANNUAL INCENTIVES

Another major part of each the Officer Nominee's total compensation is
the annual incentive. The amount awarded to each executive is targeted to be
above the average of what UtiliCorp's competitors would award their executives
for targeted performance because the Compensation Committee believes UtiliCorp
sets aggressive incentive targets that are above the average of those of its
competitors. The targeted award amount is based on advice from an independent
compensation consultant. The actual award will vary, and may not be paid at all,
based upon UtiliCorp's financial results for the year. If an award is earned, it
is paid in cash or restricted stock at the election of the executive.

If an executive decides to take all or part of the annual incentive in
stock, the stock he receives is restricted. All amounts paid in restricted
common stock are increased by 33% over the cash-equivalent amount. As an
example, if an executive receives an annual incentive award of $50,000 and
elects to take $20,000 in restricted stock, the Compensation Committee will
award the executive an additional $6,600 (33% of $20,000) worth of restricted
stock.

LONG-TERM INCENTIVES

Long-term incentives are provided to the Officer Nominees according to
the Compensation Committee's Annual and Long-Term Incentive Plan. The
Compensation Committee determines if an executive is eligible for participation
in this plan based on prior experience, performance measures, and compensation
practices of UtiliCorp's competitors. Only executives who have an on-going,
company-wide impact are eligible to participate in this plan. The Compensation
Committee also has the authority to grant restricted stock to reward special
performance or to retain key executives.

The Compensation Committee has decided to award long-term incentives to
each eligible executive in the following proportion for the three-year cycle
beginning in 2001: 90% performance units and 10% stock options. Incentive awards
are available at the conclusion of each three-year cycle. Award amounts, if any,
are based on defined financial performance measures over the preceding three
years as compared to a specific group of comparative companies. The objective of
this design is to pay long-term incentive awards each year that are above the
average of what similar companies would pay their executives for targeted
performance. The Compensation Committee regularly reviews the companies used for
comparison, decides on the performance criteria and receives advice from an
independent compensation consultant to ensure a fair, appropriate program.

For each three-year cycle, the Compensation Committee compares our
Total Shareholder Return ("TSR") results to either a published or special index.
These indexes

may include the Standard & Poor's 500 Stock Index or a specific group of
companies in business lines and/or operations similar to ours. The group of
companies that the Compensation Committee used as a comparison group for the
Annual and Long-Term Incentive Plan cycle ending December 31, 2000, consisted of
CMS Energy, Dominion Resources, Enron, Pacific Gas & Electric, Duke Energy,
Entergy, MCN Energy Group, Reliant Energy, Cinergy, Southern Co., Texaco Inc.,
and Kinder Morgan, Inc.(formerly KN Energy). For the three-year period ended
December 31, 2000, the average TSR of the group was 54.39% and UtiliCorp's TSR
was 35.51% ranking it eighth out of 13 companies. To minimize the effect of
year-end price spikes, the TSR calculation uses the average closing price for
the 30 calendar days of the beginning and ending of the three-year cycle.

PERFORMANCE UNITS

Performance units are designed to tie executives' long-term
compensation directly to specific corporate performance measures. Each
performance unit is equivalent in value to one share of UtiliCorp's common stock
on the last trading day of the three-year cycle plus the dividends paid over the
preceding three-year cycle. The cycles for the years 1999-2001, 2000-2002, and
2001-2003 are based on TSR as compared to a specific group of companies in
business lines and/or operations similar to UtiliCorp's ("peer group").

Based on UtiliCorp's TSR results for the 1998-2000 cycle and its
subsequent placement as compared to its peer group, the Compensation Committee
approved a pay-out of 88% of targeted performance units.

Payments made under the three-year performance cycles are in the form
of restricted stock until the executive has accumulated certain targeted
shareholdings of UtiliCorp from any source, excluding unexercised stock options.
Once the executive has exceeded the targeted share ownership, compensation, if
any, from the plan will be paid in cash or restricted stock at the option of the
executive. If an executive elects to take all or a portion of his long-term
incentive in the form of restricted stock, the amount of the award taken in
restricted stock will be increased by 25% in a fashion similar to UtiliCorp's
annual incentive plan.

STOCK OPTIONS

The Compensation Committee grants stock options every year under the
Amended and Restated 1986 Stock Incentive Plan to UtiliCorp's executives who are
eligible to participate in the Annual and Long-Term Incentive Plan. The stock
options are priced at the fair market value of UtiliCorp's common stock on the
date of the grant. Therefore, these stock options only have value to the
executives if the stock price goes up following the date of the grant. This is
intended to make sure the executives are focused on creating long-term
shareholder value. The stock options vest over a four-year period: 25% at the
end of the second and third years and 50% at the end of the fourth year. The

reason for this four-year vesting period is to create a mechanism to provide an
incentive for the executives to stay with UtiliCorp during that period.

BENEFITS

The benefits the Compensation Committee offers key executives serve a
different purpose than the compensation programs described above. In general,
they provide some level of protection against the chance of an executive having
financial difficulties as a result of illness, disability, or death. The
benefits offered are usually comparable to those offered to all other employees
with some differences based on tax and employee benefit laws.

SEVERANCE AND EMPLOYMENT AGREEMENTS

The employment agreement of Robert K. Green entitles him to an annual
base salary of at least $990,000. In addition, Mr. Green will continue as
President and Chief Operating Officer for a three-year evergreen term and will
also continue to participate in UtiliCorp's benefit and incentive plans during
such term of the agreement.

If Mr. Green is terminated without good cause or if he quits for good
reason, UtiliCorp will continue to pay his base salary for three years following
the date of termination. In addition, UtiliCorp will pay a one-time amount equal
to three times the highest incentive compensation award Mr. Green would have
received for the year terminated if all targeted goals in effect on the date of
the termination are exceeded. Mr. Green will also receive certain other amounts
consistent with what he would have received as an active employee.

None of the other Officer Nominees has an employment agreement with
UtiliCorp.

With the exception of Robert K. Green, the Officer Nominees have
entered into severance agreements with UtiliCorp. The agreements give these
individuals certain severance benefits following a change in control and are
designed to avoid an interruption of management following a change in control.
If, following a change in control, such individual's employment with UtiliCorp
is terminated for any reason, such individual will be entitled to a one time,
lump sum severance payment. This payment varies from 1 to 2.99 times average
annual compensation. Such person is not entitled to a severance payment if he
dies, retires, becomes disabled, is terminated for cause or quits without good
reason.

PENSION PLAN

UtiliCorp maintains the UtiliCorp United Inc. Restated Retirement
Income Plan (the "Retirement Plan"). Employees do not make contributions to this
plan and the benefits are paid based on an employee's years of service and final
average compensation. Final average compensation is defined in this Retirement
Plan as total

base salary excluding overtime payments, bonuses and any other extraordinary
compensation. Final average compensation does include employee contributions
made to the UtiliCorp United Inc. Retirement Investment Plan and the flexible
spending plan. Final average compensation is computed using an individual's four
highest consecutive years of salary.

Provisions of the Internal Revenue Code limit benefits payable from the
Retirement Plan. UtiliCorp maintains an unfunded supplemental retirement plan to
provide for the payment of retirement benefits calculated in accordance with the
Retirement Plan which would otherwise be limited by the provisions of the Code.

Form: SC 13D/A

Documents

EXHIBIT 1