Exhibit 10.29  


 AMENDED AND RESTATED EMPLOYMENT AGREEMENT  


        This Amended and Restated Employment Agreement (the "Restated Agreement") by and between Menninga Electric, Inc. (the
"Company"), a IA corporation and a wholly owned subsidiary of Integrated Electrical Services, Inc., a Delaware corporation ("IES"), IES and Johnny A. Menninga ("Executive") is hereby entered
into effective as of this 30th day of May, 2003 (the "Effective Date"). 


RECITALS 


        As
of the Effective Date, the Company, IES and other subsidiaries of IES (collectively, the "IES Companies") are engaged primarily in the providing of electrical and communications
contracting services. 


        The
Company and Executive have previously entered into an Employment Agreement dated effective as of June 9, 2003 (the "Employment Agreement") that sets forth certain terms and
conditions relating to Executive's employment with the Company. 


        The
Company and Executive have determined that the Employment Agreement should be amended and restated. 



        Therefore,
in consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, it is hereby agreed that the Employment Agreement is
amended and restated in its entirety as follows: 


AGREEMENTS



        1.     Employment and Duties.    The Company hereby employs Executive as President or in such other position with the
Company, IES or another IES Company as from time to time is determined by the Company or IES. 



        2.     Term.    The term of this Restated Agreement shall commence on the Effective Date and continue until terminated
by either the Executive or the Company or IES upon ten (10) days' prior written notice. In the event of termination of the Restated Agreement, except as provided in paragraph 9, the
provisions of paragraphs 3, 4, 5, 6 and 7 herein shall survive pursuant to their terms. 


        3.     Non-Competition
Agreement. 



        (a)   Executive
recognizes that the Company's and IES' willingness to enter into this Restated Agreement is based in material part on Executive's agreement to the provisions
of this paragraph 3 and that Executive's breach of the provisions of this paragraph 3 could materially damage the IES Companies. Subject to the further provisions of this Restated
Agreement, Executive will not, during the term of his employment with any IES Company, and for a period of eighteen (18) months immediately following the termination of such for any reason
whatsoever, except as may be set forth herein, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever
nature: 



        (i)    engage,
as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or
advisor, or as a sales representative, in any electrical contracting or communications business in direct competition with any IES Company within 100 miles of where any IES Company conducts business,
including any territory serviced by an IES Company during the term of Executive's employment (the "Territory"); 


        (ii)   hire,
employ (or offer to hire or employ) any IES Company employee for the purpose or with the intent of enticing such employee away from or out of the employ of the
IES Company; 


        (iii)  call
upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of an IES national account or IES
Company within the 









 





Territory
for the purpose of soliciting or selling electrical or communications contracting products or services; 


        (iv)  call
upon any prospective acquisition candidate, on Executive's own behalf or on behalf of any competitor, which candidate was, to Executive's knowledge after due
inquiry, either called upon by an IES Company or for which an IES Company made an acquisition analysis, for the purpose of acquiring such entity; or 



        (v)   disclose
customers, whether in existence or proposed, of an IES Company to any person, firm, partnership, corporation or business for any reason or purpose whatsoever
except to the extent that the IES Company has in the past disclosed such information to the public for valid business reasons. 




        Notwithstanding
the above, the foregoing covenant shall not be deemed to prohibit Executive from acquiring as an investment not more than one percent (1%) of the capital stock of a
competing business, whose stock is traded on a national securities exchange, the NASDAQ Stock Market or on an over-the-counter or similar market, unless the Board of Directors
of the Company consents to such acquisition. 


        (b)   Because
of the difficulty of measuring economic losses to the IES Companies as a result of a breach of the foregoing covenant, and because of the immediate and
irreparable damage that could be caused to the IES Companies for which they would have no other adequate remedy, Executive agrees that foregoing covenant may be enforced by the Company or IES, in the
event of breach by Executive, by injunctions and restraining orders. Executive further agrees to waive any requirement for the securing or posting of any bond in connection with such remedies. 


        (c)   It
is agreed by the parties that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Executive in light of the activities and business of
the IES Companies on the date of the execution of this Agreement and the current plans of the IES Companies; but it is also the intent of the Company and IES and Executive that such covenants be
construed and enforced in accordance with the changing activities, business and locations of the IES Companies throughout the term of this covenant, whether before or after the date of termination of
the employment of Executive, unless the
Executive was conducting such new business prior to any IES Company conducting such new business. For example, if, during the term of this Restated Agreement, an IES Company engages in new and
different activities, enters a new business or establishes new locations for its current activities or business in addition to or other than the activities or business enumerated under the Recitals
above or the locations currently established therefore, then Executive will be precluded from soliciting the customers or employees of such new activities or business or from such new location and
from directly competing with such new business within 100 miles of its then-established operating location(s) through the term of this covenant, unless the Executive was conducting such
new business prior to any IES Company conducting such new business. 


        (d)   It
is further agreed by the parties hereto that, in the event that Executive shall cease to be employed hereunder and shall enter into a business or pursue other
activities not in competition with the electrical contracting activities of the IES Companies or similar activities or business in locations the operation of which, under such circumstances, does not
violate clause (a)(i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Executive's obligations under
this paragraph 3, if any, Executive shall not be chargeable with a violation of this paragraph 3 if the IES Companies shall thereafter enter the same, similar or a competitive
(i) business, (ii) course of activities or (iii) location, as applicable. 



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        (e)   The
covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other
covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the
parties that such restrictions be enforced to the fullest extent that the court deems reasonable, and the Agreement shall thereby be reformed. 


        (f)    All
of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Restated Agreement, and the existence of
any claim or cause of action of Executive against the IES Companies, whether predicated on this Restated Agreement or otherwise, shall not constitute a defense to the enforcement by IES or the Company
of such covenants. It is specifically agreed that the period of eighteen (18) months (subject to the further provisions of this Restated Agreement) following termination of employment stated at
the beginning of this paragraph 3, during which the agreements and covenants of Executive made in this paragraph 3 shall be effective, shall be computed by excluding from such
computation any time during which Executive is in violation of any provision of this paragraph 3. 


        (g)   The
Company and IES and Executive hereby agree that this covenant is a material and substantial part of this transaction. 




        4.     Return of Company Property.    All records, designs, patents, business plans, financial statements, manuals,
memoranda, lists and other property delivered to or compiled by Executive by or on behalf of the Company, IES or any IES Companies or their representatives, vendors or customers which pertain to the
business of the Company or IES or any IES Companies shall be and remain the property of the Company or IES or the IES Company, as the case may be, and be subject at all times to their discretion and
control. Likewise, all correspondence, reports, records, charts, advertising materials and other similar data pertaining to the business, activities or future plans of the Company or IES or the IES
Company which is collected by Executive shall be delivered promptly to the Company without request by it upon termination of Executive's employment. 


        5.     Inventions.    Executive shall disclose promptly to the Company (or to IES or his then-current IES
Company employer if it is other than the Company) any and all significant conceptions and ideas for inventions, improvements and valuable discoveries, whether patentable or not, which are conceived or
made by Executive, solely or jointly with another, during the period of employment or within one year thereafter, if conceived during employment, and which are directly related to the business or
activities of the IES Companies and which Executive conceives as a result of his employment by the IES Companies. Executive hereby assigns and agrees to assign all his interests therein to the Company
or its nominee. Whenever requested to do so by the employing IES Company, Executive shall execute any and all applications, assignments or other instruments that such IES Company shall deem necessary
to apply for and obtain Letters Patent of the United States or any foreign country or to otherwise protect the IES Company's interest therein. 


        6.     Trade Secrets.    Executive agrees that he will not, during or after the term of this Restated Agreement,
disclose the specific terms of the Company's, IES' or IES Companies' relationships or agreements with their respective significant vendors or customers or any other significant and material trade
secret of the Company, IES or IES Companies, whether in existence or proposed, to any person, firm, partnership, corporation or business for any reason or purpose whatsoever. 


        7.     Confidentiality.



        (a)   Executive
acknowledges and agrees that all Confidential Information (as defined below) of the IES Companies is confidential and a valuable, special and unique asset of
the IES Companies that gives the IES Companies an advantage over their actual and potential, current and future competitors. Executive further acknowledges and agrees that Executive owes the IES
Companies a fiduciary duty to preserve and protect all Confidential Information from 



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unauthorized
disclosure or unauthorized use, that certain Confidential Information constitutes "trade secrets" under applicable laws and, that unauthorized disclosure or unauthorized use of the IES
Companies' Confidential Information would irreparably injure the IES Companies. 



        (b)   Both
during the term of Executive's employment and after the termination of Executive's employment for any reason (including wrongful termination), Executive shall hold
all Confidential Information in strict confidence, and shall not use any Confidential Information except for the benefit of the IES Companies, in accordance with the duties assigned to Executive.
Executive shall not, at any time (either during or after the term of Executive's employment), disclose any Confidential Information to any person or entity (except other employees of the IES Companies
who have a need to know the information in connection with the performance of their employment duties), or copy, reproduce, modify, decompile or reverse engineer any Confidential Information, or
remove any Confidential Information from the IES Companies' premises, without the prior written consent of the President of the employing IES Company, or permit any other person to do so. Executive
shall take reasonable precautions to protect the physical security of all documents and other material containing Confidential Information (regardless of the medium on which the Confidential
Information is stored). This Restated Agreement applies to all Confidential Information, whether now known or later to become known to Executive. 


        (c)   Upon
the termination of Executive's employment with the IES Companies for any reason, and upon request of the employing IES Company at any other time, Executive shall
promptly surrender and deliver to the IES Company all documents and other written material of any nature containing or pertaining to any Confidential Information and shall not retain any such document
or other material. Within five days of any such request, Executive shall certify to the IES Company in writing that all such materials have been returned. 


        (d)   As
used in this Agreement, the term "Confidential Information" shall mean any information or material known to or used by or for the IES Companies (whether or not owned
or developed by the IES Company and whether or not developed by Executive) that is not generally known to persons in the electrical contracting business. Confidential information includes, but is not
limited to, the following: all trade secrets of the IES Companies; all information that the IES Companies have marked as confidential or has otherwise described to Executive (either in writing or
orally) as confidential; all nonpublic information concerning the IES Companies' products, services, prospective products or services, research, product designs, prices, discounts, costs, marketing
plans, marketing techniques, market studies, test data, customers, customer lists and records, suppliers and contracts; all IES Companies business records and plans; all IES Companies personnel files;
all financial information of or concerning the IES Companies; all information relating to operating system software, application software, software and system methodology, hardware platforms,
technical information, inventions, computer programs and listings, source codes, object codes, copyrights and other intellectual property; all technical specifications; any proprietary information
belonging to the IES Companies; all computer hardware or software manual; all training or instruction manuals; and all data and all computer system passwords and user codes. 




        8.     Release.    Notwithstanding anything in this Restated Agreement to the contrary, Executive shall not be entitled
to receive any payments pursuant to this Restated Agreement unless Executive has executed (and not revoked) a general release of all claims Executive may have against the IES Companies in a form of
such release reasonably acceptable to the employing IES Company. 



        9.     Termination Payment.    In the event the employing IES Company determines to terminate Executive with or without
cause during the term of this Restated Agreement, the employing IES Company, at its sole option, which must be exercised within twenty (20) days of the date of such termination, shall pay
Executive one times his then-current annual salary, payable pursuant to normal 


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payroll
practice in return for Executive's continuing to be bound by the terms of paragraph 3 of this Restated Agreement for a period of eighteen (18) months from the date of
termination. In the event the employing IES Company does not exercise the option to make the above-described payment to Executive, the terms of paragraph 3 of this Restated Agreement shall
terminate effective with the termination of employment of Executive. 


        In
the event Executive voluntarily terminates his employment, no payment shall be due and the terms of paragraph 3 of this Restated Agreement shall continue for a period of
eighteen (18) months from the date of termination. 


        10.   Complete Agreement.    The Employment Agreement dated effective as of June 9, 2003 is hereby amended and
restated in its entirety by this Restated Agreement. Executive has no oral representations, understandings or agreements with the Company, IES or any of their officers, directors or representatives
covering the same subject matter as this Restated Agreement. This written Restated Agreement is the final, complete and exclusive statement and expression of the agreement between the Company, IES and
Executive and of all the terms of this Restated Agreement, and it cannot be varied, contradicted or supplemented by evidence of any prior or contemporaneous oral or written agreements. This written
Restated Agreement may not be later modified except by a further writing signed by a duly authorized officer of the Company, IES and Executive, and no term of this Restated Agreement may be waived
except by writing signed by the party waiving the benefit of such term. Without limiting the generality of the foregoing, either party's failure to insist on strict compliance with this Restated
Agreement shall not be deemed a waiver thereof. 


        11.   Notice.    Whenever any notice is required hereunder, it shall be given in writing addressed as follows: 



			
	To the Company:	 	Menninga Electric, Inc.

Attn: Regional Operating Office

905 West 8th Street

Pella, IA 50219
	
 with a copy to:	
 	
Law Department

Integrated Electrical Services, Inc.

1800 West Loop South, Suite 500

Houston, Texas 77027
	
 To Executive:	
 	
Johnny A. Menninga

1299 Emerald Drive

Otley, IA 50214






Notice
shall be deemed given and effective on the earlier of three (3) days after the deposit in the U.S. mail of a writing addressed as above and sent first class mail, certified, return
receipt requested, or when actually received. Either party may change the address for notice by notifying the other party of such change in accordance with this paragraph 11. 


        12.   Severability; Headings.    If any portion of this Restated Agreement is held invalid or inoperative, the other
portions of this Restated Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or
inoperative. The paragraph headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the extent or intent of the Restated Agreement or of
any part hereof. 


        13.   Governing Law.    This Restated Agreement shall in all respects be construed according to the laws of the State
of Texas without regard to its conflicts of law provisions. 


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        14.   Counterparts.    This Restated Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute but one and the same instrument. 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective for all purposes as of the Effective Date. 



					
	 
	 	EXECUTIVE
	 
	 	 By:
	 	 /s/ Johnny A. Menninga








 
	 
	 	Name:	 	Johnny A. Menninga
	 
	 	Title:	 	President
	 
	 	 Menninga Electric, Inc.

	 
	 	 By:
	 	 /s/ Ray Holan








 
	 
	 	Name:	 	Ray Holan
	 
	 	Title:	 	Assistant Secretary
	 
	 	 INTEGRATED ELECTRICAL SERVICES

	 
	 	 By:
	 	 /s/ Margie M. Harris








 
	 
	 	Name:	 	Margie M. Harris
	 
	 	Title:	 	Sr., Vice President, Human Resources





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