MasTec, Inc.
Deferred Fee Plan For Directors

ARTICLE I
INTRODUCTION

        This Deferred Fee Plan, adopted by the Company on December 19, 2005, is established by MasTec, Inc. (the “Company”) for the benefit of its Directors and their Beneficiaries (as such terms are defined below), and it shall be maintained according to the terms hereof.

ARTICLE II
DEFINITIONS

        When used herein, the following capitalized words and phrases shall have the meanings assigned to them, unless the context clearly indicates otherwise. Other capitalized words and phrases shall have the meanings assigned to them in the Stock Incentive Plan and Non-Employee Plan.

                  2.1 “Board” means the board of directors of the Company.

                  2.2 “Beneficiary” means the person or persons, natural or otherwise, designated by a Director under Article VIII.

                  2.3 “Board” means the Board of Directors of the Company.

                  2.4 “Cash Account” means a bookkeeping account established by the Company in the name of a Director to which is credited (i) any Fees that are deferred by the Director under section 3.1(a) and directed into the Cash Account under section 3.1(b), and (ii) any interest that is credited to the Director under Article IV.

                  2.5 “Cash Fees” means any Fees payable in cash.

                  2.6 “Change in Control” means a Change in Control as defined in the Stock Incentive and Non-Employee Plans.

                  2.7 “Code” means the Internal Revenue Code of 1986, as amended.

                  2.8 “Common Stock” means the common stock of the Company.

                  2.9 “Compensation Committee” means the Compensation Committee of the Board.

                  2.10 “Deferred Fee Accounts” means a Director's Cash Account and Stock Account.

                  2.11 “Deferred Fee Agreement” means the written agreement, substantially in the form of Exhibit A hereto, between the Company and a Director, which, together with the Deferred Fee Plan, governs the Director’s rights to payment of deferred Fees (adjusted for interest and dividends, as applicable) under the Deferred Fee Plan.

                  2.12 “Deferred Fee Plan” means the MasTec, Inc. Deferred Fee Plan For Directors set forth in this document, effective as of January 1, 2006, as amended by the Board from time to time.

                  2.13 “Deferred Stock” means Deferred Stock as defined in the Stock Incentive Plan and the Non-Employee Plan.

                  2.14 “ Director” means an Employee Director or Outside Director.

                  2.15 “Employee Directors” means those Directors who are not "Outside Directors."

                  2.16 “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

                         (a)     If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the administrator of this Deferred Fee Plan deems reliable;

                         (b)     If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination; or

                         (c)     In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the administrator of this Deferred Fee Plan.

                  2.17 “Fees” means the annual retainer paid to a Director, any fees paid to a Director for attending meetings of the Board or any committee of the Board, and any fees paid to a Director for serving as chairman of a committee of the Board.

                  2.18 “Interest” means the amount of interest credited to a Director's Cash Account pursuant to Article IV.

                  2.19 “Non-Employee Plan” means the 2003 Stock Incentive Plan For Non-Employees, as amended and restated, effective October 16, 2003, as hereinafter may be further amended from time to time.

                  2.20 “Outside Directors” means those Directors who are “independent” under the independence requirements of the New York Stock Exchange and who qualify as nonemployee directors under Rule 16b-3 under the Securities Exchange Act of 1934, as amended and “outside directors” under Section 162(m) of the Code.

                  2.21 “Separation from Service” means the cessation of services as a Director, and in the case of an Employee Director, the voluntary or involuntary severing of employment from the Company for any reason other than the Participant’s death or Disability, determined in a manner consistent with the requirements of Section 409A(a)(2)(A)(i) of the Code and the Treasury Regulations and other guidance issued thereunder.

                  2.22 “Share” means a share of Common Stock.

                  2.23 “Specified Employee” means any Employee Director who, at the time of his or her Separation from Service, is a key employee, within the meaning of Section 416(i) of the Code, of the Company if, at the time a distribution is being made, the Company’s Common Stock is publicly traded on an established securities market or otherwise, or the Employee Director is otherwise deemed to be a specified employee under Section 409A(a)(2)(B)(i) of the Code.

                  2.24 “Stock Account” means a bookkeeping account established by the Company in the name of a Director to which are credited with Shares for any Fees that are deferred by the Director under section 3.1(a) and directed into the Stock Account under section 3.1(b), and (ii) any additional Shares that are credited by the Company under Article V.

                  2.25 “Stock Fees” means the Fees payable in shares of Common Stock, including without limitation any shares of restricted stock granted to the Director pursuant to the Stock Incentive Plan or the Non-Employee Plan.

                  2.26 “Stock Incentive Plan” means the Company’s 2003 Employee Stock Incentive Plan, as hereinafter may be amended from time to time..

                  2.27 “Treasury Regulations” means the regulations promulgated by the United States Treasury Department with respect to the Code.

                  2.28 “Unforeseeable Emergency” means a severe financial hardship to the Director resulting from: (1) an illness or accident of the Director, the Director’s spouse, or a dependent of the Director (as defined in Code Sec. 152(a)); (2) loss of the Director’s property due to casualty; or (3) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Director’s control. This definition of Unforeseeable Emergency shall, at all times, be subject to the definition of an “unforeseeable emergency” as provided for in the Treasury Regulations for Section 409A of the Code. The existence of a Unforeseeable Emergency shall be determined by the Compensation Committee of the Company in his discretion.

ARTICLE III
DEFERRAL OF FEES

                  3.1 Election To Defer Fees.

                         (a)     A Director may elect to defer Fees earned for a given year by filing a Deferred Fee Agreement with the Company by no later than December 31 of the year prior to the calendar year in which the Fees are to be earned. For a new Director, the election to defer Fees earned during his or her initial calendar year of service shall be made within 30 days following the Director’s election or appointment, and shall not apply with respect to any Fees earned in any calendar quarter ending on or before the election is made. Each election shall remain in force for subsequent calendar years unless and until modified or revoked by the Director prior to the beginning of the calendar year with respect to which the modification or revocation is to be effective.

                         (b)     When a Director elects, pursuant to a Deferred Fee Agreement, to defer Fees under section 3.1(a), the Director shall also elect in the Deferred Fee Agreement whether Fees being deferred should be credited to his or her Cash Account or to his or her Stock Account; provided, however, that deferred Stock Fees only may be credited to the Director’s Stock Account.

                         (c)     A Director shall elect, in each Deferred Fee Agreement, the method of payment, under Article VI hereof pursuant to which the portion of the Director’s Deferred Fee Accounts resulting from such deferrals is to be distributed. A Director may make separate elections with respect to amounts credited to the Director’s Stock Account and Cash Account. To the extent that a Director fails to elect the method of payment of his or her Deferred Fee Accounts, the Director’s Deferred Fee Accounts shall be distributed in a lump-sum as of the January 15 ^th following the Director’s Separation from Service from the Company (subject to section 6.1 of this Deferred Fee Plan).

                  3.2 Crediting to Deferred Fee Accounts.

                         (a)     If a Director elects under section 3.1(b) to have Cash Fees credited to his or her Cash Account, the Company shall credit the Director’s Cash Account, on the date that the Cash Fees otherwise would have been payable to the Director, with the portion of the Cash Fees that the Director has elected in the Deferred Fee Agreement to defer into the Cash Account.

                         (b)     If a Director elects under section 3.1(b) to have Cash Fees credited to his or her Stock Account, the Company shall credit the Director’s Stock Account, on the date that the Fees otherwise would have been payable to the Director, with a certain number of shares of Deferred Stock. The number of shares of Deferred Stock credited to the Stock Account shall be the quotient that results from dividing the portion of the Cash Fees that the Director elects in the Deferred Fee Agreement to be credited to his or her Stock Account by the Fair Market Value of a share of Common Stock on the date on which the Cash Fee otherwise would have been payable to the Director.

                         (c)     If a Director elects under section 3.1(b) to have Stock Fees credited to his or her Stock Account, the Company shall credit the Director’s Stock Account, on the date that the shares of Common Stock that comprise the Stock Fees otherwise would have been transferred to the Director, with a number of shares of Deferred Stock equal to the number of shares of Common Stock that the Director has elected to defer under the Deferred Fee Agreement.

                         (d)     No fractional shares of Deferred Stock shall be credited under the Deferred Fee Plan. The number of shares of Deferred Stock credited shall always be rounded down to the next whole unit and any fractional amount will be credited as cash into the Director’s Cash Account.

                         (e)     Deferred Stock shall have the terms set forth in the Director’s Deferred Fee Agreement (which shall serve to the extent necessary as the Agreement for the Deferred Stock award under the Stock Incentive Plan or the Non-Employee Plan, as applicable) and the Deferred Fee Plan, to the extent that such terms are not inconsistent with the terms of the Stock Incentive Plan or the Non-Employee Plan, as applicable.

                         (f)     If and to the extent that any Stock Fees are deferred pursuant to this Plan, the Deferred Stock credited to the Director’s Stock Account as a result of that deferral shall become vested and nonforfeitable at the same times that the Stock Fees would have become vested and nonforfeitable had the Participant not elected to defer such Stock Fees pursuant to this Deferred Fee Plan, and for purposes of determining the amount distributable to a Participant under this Deferred Fee Plan, the Direct