FORM OF RESTRICTED STOCK AGREEMENT

          THIS AGREEMENT, dated as of the ___ day of __________ 2005, 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 (i) provide the Participant with an additional
incentive to remain in its employ, (ii) increase his or her interest in the
success of the Company by granting the Participant an Award to receive a certain
number of restricted shares ("Restricted Stock") of common stock, par value
$.0331/3 per share, of the Company (the "Common Stock") under the Company's 2003
Long-Term Incentive Plan (the "Plan") and (iii) provide the Participant with an
opportunity to increase his or her equity ownership in the Company;

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

     1.   Definitions; Incorporation of Plan Terms.
          ----------------------------------------

          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 Restricted Stock 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.

     2.   Grant of Restricted Stock.
          -------------------------

          Subject to the terms and conditions contained herein and in the Plan,
the Company hereby grants to the Participant the number of shares of Restricted
Stock specified at the foot of the signature page hereof. For purposes of the
Plan and this Award Document, the Grant Date is the date specified at the foot
of the signature page hereof.

     3.   Vesting of Restricted Stock.
          ---------------------------

          Unless previously vested or forfeited in accordance with the terms of
the Plan or this Award Document, the Restricted Stock shall vest and become
non-forfeitable in four equal annual installments commencing on the Grant Date
(each a "Vesting Date"); provided that the Participant remains in the employ of
the Company or one of its Affiliates through such dates. Notwithstanding the
foregoing, if a vesting date shall fall on a date which is during a black-out
period with respect to the Common Stock to which the Participant is subject,
such vesting date shall be delayed until the first day after the expiration of
such black-out period. Such vested Restricted Stock shall remain subject to the
terms of the Plan and this Award Document and to applicable securities laws and
the Company's employee trading policies. Any fractional shares of Common Stock
that become distributable at the time such Restricted Stock vests shall be
rounded up or down to the nearest whole share.


<PAGE>

     4.   Termination of Employment.
          -------------------------

          Except to the extent otherwise provided by the Plan and 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 Restricted Stock as of the date of such termination. Upon
the Participant's termination of employment with the Company or its Affiliates
for any reason other than death or Disability, any Restricted Stock Holdings (as
defined in Section 5 (b) below) held by the Participant on the date of such
termination shall be subject to Section 5(c) below.

     5.   Nontransferability of the Restricted Stock.
          ------------------------------------------

          (a) Unless determined otherwise by the Committee, Restricted Stock may
not be sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner prior to the date that such Restricted Stock becomes vested and
non-forfeitable; provided, however, that Restricted Stock shall be transferable,
in whole or in part, with the written consent of the Committee, to trusts
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. Subject to Section 5(c) below, the restrictions on
transferability set forth above shall not apply to Restricted Stock after the
date that such Restricted Stock becomes vested and non-forfeitable as set forth
herein.

          (b) Upon each Vesting Date, 50% of the shares of Restricted Stock that
vest on such Vesting Date shall be transferable, in whole or in part, by the
Participant. Subject to this Section 5(b), the remaining 50% of the shares of
Restricted Stock that vest on such Vesting Date (net of any shares that the
Participant may use to satisfy his or her income and employment tax withholding
obligations with respect to such shares of Restricted Stock) shall not be
transferable, in whole or in part, by the Participant (the "Non Transferable
Shares"). 50% of the shares of Restricted Stock that vest on each future Vesting
Date shall be Non Transferable Shares until such Vesting Date as the Fair Market
Value (based on the closing price of a share Common Stock as reported on the
composite tape for securities listed on the New York Stock Exchange on such
Vesting Date) of all Non Transferable Shares held by the Participant, together
with all other shares of time vested restricted stock held by the Participant
pursuant to prior awards under the Plan or such successor plan, equals or
exceeds 100% of the Participant's then annual rate of base salary (the
"Restricted Stock Holdings") as determined by the Committee in its sole
discretion; provided, however, that any Non Transferable Shares that vest on the
Vesting Date in which the Participant attains his or her Restricted Stock
Holdings that exceed such Participant's Restricted Stock Holdings shall no
longer be Non Transferable Shares and shall be transferable, in whole or in
part, by the Participant. Effective as of the date that the Participant attains
his or her Restricted Stock Holdings, 100% of the shares of Restricted Stock
that vest on each future Vesting Date shall be transferable, in whole or in
part, by the Participant. Subject to Section 5(c), the Participant's Restricted
Stock Holdings shall not be transferable, in whole or in part. The Committee
may, in its sole discretion, allow a Participant to replace Non Transferable
Shares with other shares of Common Stock held by the Participant for purposes of
satisfying the Restricted Stock Holdings.



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<PAGE>

          (c) Notwithstanding the foregoing, upon the Participant's termination
of employment with the Company or its Affiliates for any reason other than death
or Disability, such Participant's Restricted Stock Holdings shall not be
transferable, in whole or in part, during the 90 day period immediately
following such termination of employment. The date of the Participant's
termination of employment with the Company or its Affiliates shall be determined
by the Committee in its sole discretion.

     6.   Rights as a Stockholder.
          -----------------------

          The Participant shall have, with respect to the Restricted Stock, all
of the rights of a stockholder of the Company, including, if applicable, the
right to vote the Restricted Stock and to receive any cash dividends, subject to
the restrictions set forth in the Plan and this Award Document.

     7.   Dividends and Distributions.
          ---------------------------

          Any Common Stock or other securities of the Company received by the
Participant as a result of a distribution to holders of Restricted Stock or as a
dividend on the Restricted Stock shall be subject to the same restrictions as
such Restricted Stock, and all references to Restricted Stock hereunder shall be
deemed to include such Common Stock or other securities.

     8.   Issuance of Certificates.
          ------------------------

          Upon the vesting of the Restricted Stock as provided in Section 3, and
subject to this Section 8, the Company shall cause new certificates to be
assigned with respect to such vested shares and delivered to the Participant or
his legal representative. Such Restricted Stock shall contain such legends as
the Committee determines are necessary and appropriate in accordance with the
terms and conditions set forth herein and in the Plan. Such certificates shall
be held in custody by the Company until such time as all of the restrictions and
conditions imposed under this Award Document have expired (including, without
limitations, Section 5 (c)) and that, as a condition of any award of Restricted
Stock, the Participant shall deliver a stock power, endorsed in blank, relating
to the Common Stock covered by such award.

     9.   Taxes and Withholdings.
          ----------------------

          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 Restricted Stock, 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 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 shall be conditional upon such payment
or arrangements and the Company shall, to the extent


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<PAGE>

permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the Participant.

     10.  Notices.
          -------

          All notices and other communications under this Award Document shall
be in writing and shall be given by hand delivery to the other party or by
facsimile, overnight courier, or registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:

          If to the Participant:

          at the last known address on record at the Company.

          If to the Company:

          11770 U.S. Highway 1
          Suite 101
          Palm Beach Gardens, Florida  33408
          Attention:  General Counsel

or to such other address or facsimile number as any party shall have furnished
to the other in writing in accordance with this Section 10. Notice and
communications shall be effective when actually received by the addressee.

     11.  Successor.
          ---------

          Except as otherwise provided hereunder, this Award Document shall be
binding upon and shall inure to the benefit of any successor or successors of
the Company, and to any transferee or successor of the Participant pursuant to
Section 5.

     12.  Governing Law.
          -------------

          The interpretation, performance and enforcement of this Award Document
shall be governed by the laws of the State of Florida without reference to
principles of conflict of laws, as applied to contracts executed in and
performed wholly within the State of Florida.

     13.  Severability.
          ------------

          If any provision of this Award Document shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect the
remaining provisions of this Award Document, but this Award Document shall be
construed and enforced as if such illegal or invalid provision had never been
included herein.

     14.  Corporate Changes; Changes in Capitalization.
          --------------------------------------------

          (a) Neither the Plan or this Award Document shall affect or restrict
in any way the right or power of the Company or its shareholders to make or
authorize any adjustment, recapitalization, reorganization or other change in
the capital structure or business of the


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<PAGE>

Company, or any merger or consolidation of the Company, or any issue of stock or
of options, warrants or rights to purchase stock or of bonds, debentures,
preferred or prior preference stocks whose rights are superior to or affect the
Common Stock or the rights thereof or which are convertible into or exchangeable
for Common Stock, or the dissolution or liquidation of the Company, or any sale
or transfer of all or any part of the assets or business of the Company, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.

          (b) The number and kind of shares authorized for issuance under the
Plan, including the maximum number of shares available under the special limits
provided for in the Plan, may be equitably adjusted in the sole discretion of
the Committee in the event of a stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, extraordinary dividend, split-up,
spin-off, combination, exchange of shares, warrants or rights offering to
purchase Common Stock at a price substantially below Fair Market Value or other
similar corporate event affecting the Common Stock in order to preserve, but not
increase, the benefits or potential benefits intended to be made available under
the Plan. In addition, upon the occurrence of any of the foregoing events, the
number of shares of Restricted Stock will be equitably adjusted (including by
payment of cash to the Participant) in order to preserve the benefits or
potential benefits intended to be made available to the Participant with respect
to such Restricted Stock. The determination as to what adjustments shall be made
in order to preserve the benefits or potential benefits intended to be made
available to the Participant with respect to such Restricted Stock shall be made
by the Committee, in its sole discretion, and such determination shall be final
and binding on the Company and the Participant. Unless otherwise determined by
the Committee, such adjusted Restricted Stock shall be subject to the same
restrictions and vesting or settlement schedule to which it is subject.

     15.  Exchange Act.
          ------------

          Notwithstanding anything contained in the Plan or this Award Document
to the contrary, if the consummation of any transaction under the Plan or this
Award Document would result in the possible imposition of liability on the
Participant pursuant to Section 16(b) of the Exchange Act, the Committee shall
have the right, in its sole discretion, but shall not be obligated, to defer
such transaction to the extent necessary to avoid such liability, but in no
event for a period in excess of 180 days.

     16.  Amendment.
          ---------

          Notwithstanding anything herein to the contrary, the Board or the
Committee may, at any time, amend or modify this Award Document; provided,
however, that no amendment or modification of this Award Document shall
materially and adversely alter or impair the rights of the Participant without
the consent of the Participant. The waiver by either party of compliance with
any provision of this Award Document shall not operate or be construed as a
waiver of any other provision of this Award Document, or of any subsequent
breach by such party of a provision of this Award Document.



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<PAGE>

     17.  No Rights to Future Awards or Continued Employment.
          --------------------------------------------------

          The Participant shall not have any claim or right to receive or be
eligible to receive any additional Awards under the Plan. Neither the Plan nor
this Award Document nor any action taken or omitted to be taken hereunder or
thereunder shall be deemed to create or confer on the Participant any right to
be retained in the employ of the Company or to interfere with or to limit in any
way the right of the Company to terminate the employment of the Participant at
any time.

     18.  Section 83(b) Election.
          ----------------------

          If, within 30 days of the Grant Date, the Participant makes an
election under Section 83(b) of the Code, or any successor section thereto, to
be taxed with respect to all or any portion of the Restricted Stock as of the
Grant Date rather than as of the date or dates upon which the Holder would
otherwise be taxable under Section 83(a) of the Code, the Participants shall
deliver a copy of such election to the Company immediately after filing such
election with the Internal Revenue Service.

     19.  Entire Agreement.
          ----------------

          This Award Document and the Plan set forth the entire agreement and
understanding between the parties hereto with respect to the matters covered
herein, and supersede all prior agreements and understandings concerning such
matters. This Award Document may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same agreement. The headings of sections and
subsections herein are included solely for convenience of reference and shall
not affect the meaning of any of the provisions of this Award Document.


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<PAGE>


          IN WITNESS WHEREOF, the Company has caused this Award Document to be
executed by its duly authorized officer and the Participant has executed this
Award Document, both as of the day and year first above written.


                                         DYCOM INDUSTRIES, INC.


                                         By:
                                            ------------------------------------
                                             Name:  Steven Nielsen
                                             Title: President & CEO



                                         PARTICIPANT


                                          --------------------------------------
                                           Name:
                                           Title:






Number of share of Restricted Stock: ________

Date of Grant:  __________________



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