FORM OF PERFORMANCE SHARE UNIT AGREEMENT

FORM OF PERFORMANCE SHARE UNIT AGREEMENT

THIS AGREEMENT, dated as of the day of 2006, between DYCOM INDUSTRIES, INC., a Florida corporation (the “ Company ”), and       (the “ Participant ”).

WHEREAS, the Participant is an officer or key employee of the Company or one of its Affiliates and, subject to the terms and conditions set forth herein, the Company desires to provide the Participant with an additional incentive to remain in its employ and to increase his or her interest in the success of the Company by granting the Participant an Award to receive a certain number of performance based restricted stock units entitling the Participant to receive shares of common stock, par value $0.331/3 per share, of the Company (the “ Common Stock ”) under the Company’s 2003 Long-Term Incentive Plan (the “ Plan ”), subject to the Company’s achievement of certain Performance Targets (as set forth below) during the applicable Performance Period (the “ Performance Units ”);

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan, a copy of which is attached hereto. This Award Document and the Performance Units shall be subject to the Plan, the terms of which are incorporated herein by reference, and in the event of any conflict or inconsistency between the Plan and this Award Document, the Plan shall govern.

Subject to the terms and conditions contained herein and in the Plan, the Company hereby grants the Participant the Target Number of Performance Units specified at the foot of the signature page hereof. The actual number of shares of Common Stock that a Participant receives will be subject to the terms and conditions of the Plan and this Award Agreement, including, without limitation the Company’s achievement of the Performance Targets. For purposes of the Plan and this Award Document, the Grant Date is the date specified at the foot of the signature page hereof.

(a) Annual Award Vesting . Subject to the terms and conditions contained herein and in the Plan, the Performance Units will vest and become non-forfeitable in substantially equal installments on each of October 17, 2007, October 17, 2008 and October 17, 2009 (each, a “ Vesting Date ”), based on the level of the applicable Performance Targets set forth on Appendix A hereto that are attained with respect to the performance periods applicable to each Vesting Date and will be determined by the (i) number of Performance Units that are subject to vesting on such Vesting Date, multiplied by (ii) applicable Performance Leverage Factor (“ PLF ”) shown in Appendix A for the attained level of the Performance Targets; provided, however , that the Participant is employed by the Company or an Affiliate on the applicable Vesting Date (each, an “ Annual Award ”).

(b) Supplemental Award Vesting. Subject to the terms and conditions contained herein and in the Plan, the Participant will also be eligible to receive an additional number of Performance Units on each Vesting Date (the “ Supplemental Award ”) based on the level of the applicable Performance Targets set forth on Appendix B hereto that are attained with respect to the performance periods applicable to each Vesting Date and will be determined by the (i) number of Performance Units that actually vest with respect to the Annual Award on such Vesting Date pursuant to Section 3(a) above, multiplied by (ii) applicable PLF shown in Appendix B for the attained level of the Performance Targets; provided, however , that the Participant is employed by the Company or an Affiliate on the applicable Vesting Date. Notwithstanding the foregoing, in no event shall a Participant be entitled to a Supplemental Award if the Participant does not receive an Annual Award with respect to the applicable Vesting Date.

(c) Settlement of Awards . The Company will issue a Participant shares of Common Stock in settlement of the vested portion of an Award as soon as practicable following the applicable Vesting Date in whole shares of Common Stock (rounded up or down to the nearest whole share). The number of shares issued to the Participant (if any) shall equal the number of shares of Common Stock representing the vested portion of the Award receivable by such Participant following the Vesting Date. All Performance Units subject to such Vesting Date will be cancelled upon settlement of the award.

Except to the extent otherwise provided by the Plan or this Award Document, in the event of the Participant’s termination of employment for any reason prior to an applicable Vesting Date, the Participant shall immediately forfeit all unvested Performance Units as of the date of such termination.

Unless determined otherwise by the Committee, the Award may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner; provided , however , that an Award will be transferable, in whole or in part, with the written consent of the Committee, to a trust established wholly or in part for the benefit of the Participant’s immediate family members. Such transfers are subject to the terms and conditions of the Plan and this Award Document.

No shares of Common Stock represented by the Performance Units will be earmarked for a Participant or his or her account. A Participant will have no rights as a shareholder with respect to any Award until the shares of Common Stock underlying the Performance Units have been issued to the Participant following the applicable Vesting Date, and no adjustment shall be made for dividends or distributions or other rights in respect of any shares of Common Stock until such time as the shares are delivered to the Participant in accordance with this Award Document. Upon issuance of the shares of Common Stock as of a Vesting Date, the Participant will be the owner of record of such shares and shall be entitled to all of the rights of a stockholder of the Company, including the right to vote and the right to receive dividends.

No later than the date as of which an amount first becomes includable in the gross income of the Participant for applicable income tax purposes with respect to the Performance Units, the Participant shall pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld with respect to such amount.

Unless otherwise determined by the Committee, in its sole discretion, in accordance with rules and procedures established by the Committee, the minimum required withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement. The obligation of the Company under this Award Document will be conditional upon such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

All notices and other communications under this Award Document will be in writing and will be given by hand delivery to the other party