AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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Title: AGREEMENT AND PLAN OF MERGER
Governing Law: Delaware Date: 3/20/2007
Law Firm: Skadden Arps;Akin Gump;Ballard Spahr

Exhibit 2.1

Execution Version

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

QUANTA SERVICES, INC. (PARENT)

QUANTA MS ACQUISITION, INC. (MERGER SUB)

and

INFRASOURCE SERVICES, INC. (COMPANY)

dated as of

March 18, 2007

TABLE OF CONTENTS


		Page

ARTICLE I THE MERGER			1
1.1	The Merger		1
1.2	Closing; Effective Time		2
1.3	Effects of the Merger		2
1.4	Certificate of Incorporation and Bylaws		2
1.5	Directors and Officers of the Surviving Corporation		2
1.6	Directors and Officers of Parent		2
1.7	Additional Actions		2

ARTICLE II CONVERSION OF SECURITIES			3
2.1	Effect on Capital Stock		3
2.2	Surrender and Payment		3
2.3	Treatment of Stock Options; Restricted Stock; Company ESPP		6
2.4	Adjustments to Prevent Dilution		8
2.5	Withholding		8

ARTICLE III REPRESENTATIONS AND WARRANTIES OF COMPANY			8
3.1	Organization and Standing		9
3.2	Subsidiaries		10
3.3	Corporate Power and Authority		10
3.4	Capitalization of Company		11
3.5	Conflicts; Consents and Approvals		11
3.6	Company SEC Reports and Financial Statements		12
3.7	Absence of Undisclosed Liabilities		14
3.8	Proxy Statement/Prospectus; Registration Statement		14
3.9	Compliance with Law		15
3.10	Litigation		15
3.11	Absence of Certain Changes or Events		16
3.12	Taxes		17
3.13	Employee Benefit Plans; ERISA		19
3.14	Environmental Matters		21
3.15	Insurance		22
3.16	Labor Matters; Employees		23
3.17	Title to Property and Equipment		24
3.18	Material Contracts		24
3.19	Intellectual Property		25
3.20	Disclosure Controls and Procedures and Internal Control Over Financial Reporting		26
3.21	Tax-Free Reorganization		26
3.22	Opinion of Financial Advisor		26
3.23	Brokerage and Finders’ Fees		27
3.24	Anti-takeover Provisions		27
3.25	Board Recommendation; Required Vote		27


		Page

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			27
4.1	Organization and Standing		28
4.2	Corporate Power and Authority		28
4.3	Conflicts; Consents and Approval		29
4.4	Capitalization of Parent and Merger Sub		30
4.5	Parent SEC Reports and Financial Statements		31
4.6	Absence of Undisclosed Liabilities		32
4.7	Proxy Statement/Prospectus; Registration Statement		33
4.8	Compliance with Law		33
4.9	Litigation		33
4.10	Absence of Certain Changes or Events		34
4.11	Taxes		34
4.12	Employee Benefit Plans; ERISA		36
4.13	Environmental Matters		37
4.14	Insurance		38
4.15	Labor Matters; Employees		38
4.16	Intellectual Property		40
4.17	Material Contracts		40
4.18	Disclosure Controls and Procedures and Internal Control Over Financial Reporting		41
4.19	Tax-Free Reorganization		41
4.20	Rights Agreement		41
4.21	Opinion of Financial Advisor		41
4.22	Section 203 of the DGCL		42
4.23	Brokerage and Finders’ Fees		42
4.24	Board Recommendation		42
4.25	Required Vote by Parent Stockholders		42

ARTICLE V COVENANTS OF THE PARTIES			42
5.1	Acquisition Proposals		42
5.2	Mutual Covenants		46
5.3	Covenants of Company		50
5.4	Covenants of Parent		54
5.5	Stockholders’ Meetings		59
5.6	Preparation of the Proxy Statement/Prospectus and Registration Statement		61
5.7	BP LTIP Committee		62
5.8	Stock Exchange Listing		62
5.9	Publicity		62
5.10	Section 16 Matters		62
5.11	Certain Tax Matters		62
5.12	Affiliates Letter		63

ARTICLE VI CONDITIONS TO THE MERGER			64
6.1	Conditions to the Obligations of Each Party		64
6.2	Conditions to Obligations of Company		65
6.3	Conditions to Obligations of Parent and Merger Sub		65

iii


		Page

ARTICLE VII TERMINATION; FEES AND EXPENSES			66
7.1	Termination by Mutual Consent		66
7.2	Termination by Either Parent or Company		66
7.3	Termination by Company		67
7.4	Termination by Parent		68	<