in re: mastec, inc. securities litigation 04-cv-20886...

Case 1:04-cv-20886-FAM Document 131 Entered on FLSD Docket 07/05/2006 of 79

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA

IN RE MASTEC, INC. ) CASE NO. 04-20886 SECURITIES LITIGATION )

) HON. FEDERICO A. )

THIS DOCUMENT RELATES TO: ) CLASS ACTION )

ALL ACTIONS )

STIPULATION OF SETTLEMENT

L)

This stipulation and agreement of settlement (the "Stipulation") is entered into as of June

30, 2006 in the above-captioned action (the "Litigation") by and among lead plaintiffs Arkansas

Teacher Retirement System and Alex Meruelo Living Trust ("Lead Plaintiffs"), on behalf of

themselves and the Settlement Class', and defendants MasTec, Inc. (the "Company" or

"MasTec"), Austin J. Shanfelter, Donald P. Weinstein, and Jorge Mas, Jr. (collectively with

MasTec, the "Defendants"), by and through their undersigned attorneys, subject to the approval

of the United States District Court for the Southern District of Florida pursuant to Rule 23(e) of

the Federal Rules of Civil Procedure.

WHEREAS:

A. Beginning on April 14, 2004, six class action complaints were filed in the

Southern District of Florida against the Defendants. The actions were styled Fuechtman v.

Mastec, Inc., et al., No. 04-20886-Civ-Moreno/Garber; Johnson v. MasTec, Inc., et al., No.

04-20899-Civ-Moreno/Garber; Wai Chan v. MasTec, Inc., et al., No.

All capitalized terms are defined in §1.0 herein unless otherwise indicated.

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04-20924-Civ-Moreno/Garber; Keedi v. MasTec, Inc., et al., No. 04-21 066-Civ-Moreno/Garber;

Alex Meruelo Living Trust v. MasTec, Inc., et al., No. 04-2123 1 -Civ-Moreno; andPatterson v.

MasTec, Inc., et al., No. 04-21307-Civ-LenardlSimonton. In addition to the cases filed in this

District, there was also one action filed in the Southern District of New York styled Conte v.

MasTec, Inc., et al., No. 04-CV-3799 (KMW).

B. By separate Orders dated August 10, 2004, the Court consolidated the

actions listed in paragraph A above, and appointed Arkansas Teacher Retirement System

("Arkansas Teacher") and Alex Meruelo Living Trust ("Meruelo Trust") to serve as lead

plaintiffs, and approved their selection of co-lead counsel for the consolidated action.

C. On October 8, 2004, Lead Plaintiffs filed their Consolidated Amended

Class Action Complaint (the "Amended Complaint") asserting claims under sections 10(b) and

20(a) of the Securities Exchange Act of 1934 and SEC Rule 1 Ob-5 promulgated thereunder

against the Company and the Individual Defendants arising from public statements concerning

the Company's reported financial results for the second and third quarters of 2003. The

Amended Complaint sought to proceed on behalf of a class consisting of all Persons or entities

who purchased or otherwise acquired MasTec common stock during the period August 12, 2003

through May 11, 2004, inclusive (the "Settlement Class Period"). Defendants moved to dismiss

the Amended Complaint under Rule 12(b)(6) of the Federal Rules of Civil Procedure on or about

November 17, 2004. Plaintiffs opposed the motion on December 8, 2004, and Defendants filed

their reply in further support of the motion to dismiss on December 23, 2004. Thereafter, Lead

Plaintiffs sought leave to amend the Amended Complaint, and the Court ordered on February 17,

2005, that Lead Plaintiffs would further amend the Amended Complaint without a ruling on

Defendants' motion to dismiss.

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D. On February 22, 2005, Lead Plaintiffs filed their Consolidated Second

Amended Class Action Complaint (the "Second Amended Complaint"), which set forth

additional detailed findings from Lead Plaintiffs' investigation. Defendants subsequently moved

to dismiss the Second Amended Complaint under Rule 12(b)(6) of the Federal Rules of Civil

Procedure. On August 30, 2005, the Court held a hearing concerning Defendants' motion and,

on September 23, 2005, issued an opinion denying the motion to dismiss in its entirety.

E. Lead Plaintiffs' Counsel has conducted extensive informal and formal

discovery in this Litigation, including: (i) a review and analysis of MasTec's public disclosures

(to the SEC and otherwise); (ii) an analysis of MasTec's financial statements; (iii) interviewing

numerous witnesses with percipient knowledge of the facts, and also obtaining and reviewing

over two million pages of documents relating to the construction projects implicated by the

Company's restatement; (iv) consulting with damages, accounting and construction industry

experts; (v) deposition discovery, including depositions of representatives of MasTec customers

located in North Carolina, Oregon and Texas; and (vi) extensive research of the applicable law

with respect to the claims asserted in the pleadings and Defendants' potential defenses thereto.

F. Lead Plaintiffs filed their motion for class certification in January 2006.

Defendants filed their opposition to the class certification motion on March 31, 2006. Lead

Plaintiffs' reply to Defendants' opposition was due on April 30, 2006. Counsel for the Settling

Parties stipulate that the Court may, for Settlement purposes only, certify a Settlement Class, as

that term is defined in § 1.16 below, and that notice be provided as described in §4.0 below to the

stockholders of MasTec informing them that a Settlement Class has been certified and that a

Settlement has been preliminarily approved.

G. The settlement proposed in this Stipulation (the "Settlement") was

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achieved after intense anm's-length negotiations, which included two mediations between the

parties. The first mediation took place on November 7, 2005, before the Hon. Gerald T.

Wetherington, former Chief Judge of the Eleventh Judicial Circuit of Florida. The second

mediation took place on April 3, 2006, before the 1-Ion. Daniel Weinstein, former Judge of the

Superior Court of San Francisco. During these negotiations, counsel for Lead Plaintiffs and for

Defendants presented, among other things, their respective views regarding the merits of the

Litigation including, the defenses, the claims and the damages sought in the Litigation. In

addition, several telephonic and written communications between counsel were exchanged in

order to finalize the principal terms of the Settlement, which were set forth in an Agreement to

Settle Class Action, executed on April 10, 2006.

H. Based upon their investigation and their review of documents obtained in

connection therewith, and their review of the confirmatory discovery provided by the Defendants

since the agreement in principle was reached, Lead Plaintiffs have concluded that the terms and

conditions of the Settlement are fair, reasonable and adequate to Lead Plaintiffs and the

Settlement Class and in the best interests of the Members of the Settlement Class, and have

agreed to settle the claims raised in the Litigation with the Defendants pursuant to the terms and

provisions of this Stipulation, after considering (a) the substantial benefits that the Settlement

Class will receive from the Settlement, (b) the attendant risks of litigation, and (c) the desirability

of permitting the Settlement to be consummated as provided by the terms of this Stipulation.

I. Defendants, and each of them, deny any wrongdoing, fault, liability or

damage to Lead Plaintiffs or the Settlement Class, deny that they committed any violation of law

or breach of duty, deny that they acted improperly in any way, believe that they acted properly at

all times and assert that the Litigation has no merit. In light, however, of the uncertainty and risk

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inherent in any litigation, especially complex securities litigation, and the difficulties, substantial

expense and other burden necessary to defend the Litigation through subsequent phases,

Defendants have decided to enter into this Stipulation in order to settle the Litigation on the

terms and conditions provided herein and to finally put to rest the settled claims. Nothing in this

Stipulation or any of its exhibits shall in any event be construed as, or be deemed to be, evidence

of an admission or concession on the part of any Defendant with respect to any claim or defense,

or of any fault, wrongdoing, liability or damage whatsoever.

NOW THEREFORE, it is hereby STIPULATED AND AGREED, by and

among the Lead Plaintiffs (for themselves and the Settlement Class Members) and Defendants,

by and through their respective counsel or attorneys of record, that, subject to the approval of the

Court, the Litigation shall be finally and fully compromised, settled and released, and the

Litigation shall be dismissed on the merits and with prejudice, as to all Settling Parties, upon and

subject to the terms and conditions of the Stipulation, as follows:

1.0 Definitions

As used in the Stipulation the following terms have the meanings specified below:

1.1 "Authorized Claimant" means any Settlement Class Member whose claim for

recovery has been allowed pursuant to the terms of the Stipulation.

1.2 "Claimant" means any Settlement Class Member who files a Proof of Claim in

such form and manner, and within such time, as the Court shall prescribe.

1.3 "Defendants" means MasTec, Inc., Jorge Mas Jr. ("Mas"), Austin J. Shanfelter

("Shanfelter") and Donald P. Weinstein ("Weinstein"). Mas, Shanfelter and Weinstein may also

be referred to herein as the "Individual Defendants."

1.4 "Effective Date" means the first date by which all of the events and conditions

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specified in §8.1 of the Stipulation have been met and have occurred.

1.5 "Escrow Agent" means Valley National Bank or its successors.

1.6 "Final" means: (i) if no appeal is filed, the expiration date of the time for the filing

or noticing of any appeal from the Court's Judgment approving the Settlement provided in this

Stipulation substantially in the form of Exhibit B, i.e., thirty (30) days after entry of the

Judgment; (ii) if an appeal is filed, but a petition for a writ of certiorari is not filed, the date of

final affirmance on appeal and the expiration of the time for the filing or noticing of a petition for

a writ of certiorari; and (iii) if an appeal is filed and a subsequent petition for a writ of certiorari

is filed, the date of final dismissal of any such petition or the date of final affirmance following

review pursuant to any grant of certiorari.

1.7 "Judgment" means the judgment to be rendered by the Court, substantially in the

form attached hereto as Exhibit B.

1.8 "MasTec" or the "Company" means MasTec, Inc. and all of its predecessors,

successors, parents, subsidiaries, divisions and related or affiliated entities.

1.9 "Person" means an individual, corporation, partnership, limited partnership,

limited liability company or partnership, association, joint stock company, estate, legal

representative, trust, unincorporated association, government or any political subdivision or

agency thereof, and any business or legal entity and their spouses, heirs, predecessors, successors,

representatives, or assignees.

1.10 "Plan of Allocation" means a plan or formula of allocation of the Settlement

Fund, which shall be described in the Notice of Pendency and Settlement of Class Action (the

"Notice"), whereby the Settlement Fund shall be distributed to Authorized Claimants after

payment of reasonable and necessary expenses of notice and administration of the Settlement,

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any taxes, penalties or interest or tax preparation fees owed by the Settlement Fund, and such

attorneys' fees, costs and expenses, including the award of reasonable costs and expenses

(including lost wages directly relating to the representation of the Settlement Class to any Lead

Plaintiffs serving on behalf of the Settlement Class), and interest as may be awarded by the

Court. Any Plan of Allocation is not part of this Stipulation and Defendants and their Related

Parties shall have no responsibility or liability with respect thereto.

1.11 "Related Parties" means each of the Defendants' past and present directors,

managing directors, officers, employees, partners, principals, agents, distributors, customers,

underwriters, issuers, insurers, co-insurers, reinsurers, controlling shareholders, attorneys,

accountants, auditors, banks or investment bankers, advisors, personal or legal representatives,

predecessors, successors, parent companies, subsidiaries, divisions, joint ventures, assigns,

spouses, heirs, associates, related or affiliated entities, any entity in which any Defendant has a

controlling interest, any members of their immediate families, and any trust of which any

Defendant is the settlor or which is for the benefit of any Defendant and/or member(s) of his

family.

1.12 "Released Claims" means and includes any and all claims, actions, causes of

action, demands, allegations, rights and liabilities, including "Unknown Claims," as defined in

§ 1.22 hereof, whether based upon statutory or common law, whether class or individual in

nature, known or unknown, concealed or hidden, that have been or could have been asserted

against the Released Persons in the Litigation by or on behalf of the Lead Plaintiffs or any

Settlement Class Member in connection with the purchase of MasTec common stock during the

Settlement Class Period, based on, arising out of, or related to the facts, transactions, events,

occurrences, acts, disclosures, statements, omissions or failures to act that were or could have

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been alleged in the Litigation.

1.13 "Released Persons" means each and all of the Defendants and their Related

Parties.

1.14 "Lead Plaintiffs' Counsel" means counsel for Lead Plaintiffs and the Settlement

Class in the Litigation: (a) Yournian Alexander & Parekh LLP; and (b) Bernstein Litowitz Berger

& Grossmann LLP.

1.15 "Lead Plaintiffs" means Arkansas Teacher Retirement System and Alex Meruelo

Living Trust.

1.16 "Settlement Class" means all Persons or entities who purchased or otherwise

acquired MasTec common stock during the period August 12, 2003, through May 11, 2004,

inclusive. Excluded from the Settlement Class are (i) Defendants; (ii) members of the family of

each Individual Defendant; (iii) any Person who was an officer or director of MasTec during the

Settlement Class Period; (iv) any firm, trust, corporation, officer, or other entity in which any

Defendant had a controlling interest; and (v) the legal representatives, agents, affiliates, heirs,

successors-in-interest or assigns of any such excluded party. The Settlement Class shall also

exclude those Persons who timely request exclusion from the Settlement Class pursuant to the

Notice described herein.

1.17 "Settlement Class Member" or "Member of the Settlement Class" means a Person

who falls within the definition of the Settlement Class.

1.18 "Settlement Class Period" means the period of August 12, 2003, through May 11,

2004, inclusive.

1.19 "Settlement Fund" or "Settlement" means the principal amount of $10 million

(ten million dollars), which will be paid pursuant to §2.0 of the Stipulation and delivered to the


Escrow Agent pursuant to the terms of the Agreement to Settle Class Action between the Settling

Parties, plus any interest earned thereon.

1.20 "Settling Parties" means, collectively, each of the Defendants and the Lead

Plaintiffs on behalf of themselves and the Members of the Settlement Class.

1.21 "Settlement Hearing" means the hearing the Court schedules, after notice to

Settlement Class Members of the pendency of the Litigation and of the preliminary approval of

the Settlement, to approve the Settlement herein and the application for fees and reimbursement

of expenses submitted by Lead Plaintiffs' Counsel.

1.22 "Unknown Claims" means any Released Claims that the Lead Plaintiffs or any

Settlement Class Member does not know or suspect to exist in his, her or its favor at the time of

the release of the Released Persons which, if known by him, her or it, might have affected his,

her or its settlement with and release of the Released Persons, or might have affected his, her or

its decision not to object to this Settlement. With respect to any and all Released Claims, the

Settling Parties stipulate and agree that, upon the Effective Date, the Lead Plaintiffs shall

expressly, and each of the Settlement Class Members shall be deemed to have, and by operation

of the Judgment shall have, waived and relinquished, to the fullest extent permitted by law, the

provisions, rights, and benefits of §1542 of the California Civil Code, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR

HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH

IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED

HIS OR HER SETTLEMENT WITH THE DEBTOR.

The Lead Plaintiffs expressly shall have, and the Settlement Class Members, upon the Effective


Date, shall be deemed to have, and by operation of the Judgment shall have, waived any and all

provisions, rights and benefits conferred by any law of any state or territory of the United States,

or principle of common law, which is similar, comparable or equivalent to § 1542 of the

California Civil Code. The Lead Plaintiffs and Settlement Class Members may hereafter

discover facts in addition to or different from those which he, she or it now knows or believes to

be true with respect to the subject matter of the Released Claims, but the Lead Plaintiffs

expressly shall have, and each Settlement Class Member, upon the Effective Date, shall be

deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled

and released any and all Released Claims, known or unknown, suspected or unsuspected,

contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore

have existed upon any theory of law or equity now existing or coming into existence in the

future, including, but not limited to, conduct which is negligent, intentional, with or without

malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or

existence of such different or additional facts. The Settling Parties acknowledge that the

foregoing waiver was bargained for and a key element of the Settlement of which this release is a

part.

2.0 The Settlement

2.1 In settlement of the Litigation, Defendants shall cause their Directors and Officers

liability insurers to pay a total of $10 million into an interest-bearing, Court supervised escrow

account designated by Lead Plaintiffs' Counsel within 30 days of preliminary approval of the

Settlement by the Court. In agreeing to this Settlement, Defendants have received confirmation

from their insurance carriers that those carriers will pay $10 million to fund the Settlement in this

Litigation. This account shall be controlled and maintained by Lead Plaintiffs' Counsel and may

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be invested only in 90-day Treasury notes. Until final distribution of the Settlement, no

disbursements shall be made, except to pay taxes, and the costs of notice and settlement

administration as discussed herein, without the written consent of the insurance carriers that

funded the Settlement. If the Settlement is approved and becomes final and effective, the full

contents of the Settlement Fund, including accrued interest, shall be distributed to the Settlement

Class as provided by this Stipulation or as otherwise ordered by the Court.

2.2 In the event of the entry of a final order of a court of competent jurisdiction

determining the transfer of the Settlement Fund, or any portion thereof, by or on behalf of

Defendants to be a preference, voidable transfer, fraudulent transfer or similar transaction (an

"Avoidance Judgment"), then the releases given and Final Judgment entered in favor of

Defendants pursuant to this Stipulation shall be null and void and the Settling Parties shall be

restored to their respective positions in the Litigation as of April 10, 2006, and this Court shall

adjust any and all schedules to reflect that status. In the event that any of the proceeds of the

Settlement Fund are recovered as a result of or in connection with the Avoidance Judgment (the

"Recovered Funds"), Lead Plaintiffs and Defendants agree that those funds should be returned to

the insurance carriers who contributed to the Settlement in accordance with §2.7 and §8.5 below,

and further agree to join in a motion or petition seeking an order mandating that the Recovered

Funds be returned to the insurance carriers, if necessary.

2.3 The Escrow Agent shall not disburse the Settlement Fund except as provided in

this Stipulation or as otherwise ordered by the Court.

2.4 Subject to further order and/or directions as may be made by the Court, the

Escrow Agent is authorized to execute such transactions on behalf of the Settlement Class

Members as are consistent with the terms of this Stipulation.

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2.5 All funds held by the Escrow Agent shall be deemed and considered to be in

custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such

time as such funds shall be distributed pursuant to this Stipulation and/or further order(s) of the

Court.

2.6 (a) The Settling Parties intend the Settlement Fund to be at all times a

"qualified settlement fund" within the meaning of Treas. Reg. §l.468B-l. In addition, the

Settling Parties shall jointly and timely make such elections as necessary or advisable to carry out

the provisions of this §2.6, including the "relation-back election" (as defined in Treas. Reg.

§I.468B-10)(2)) back to the earliest permitted date. Such elections shall be made in compliance

with the procedures and requirements contained in such regulations. It shall be the responsibility

of the Claims Administrator, as defined below, to timely and properly prepare, and deliver the

necessary documentation for signature by all necessary parties, and thereafter to cause the

appropriate filing to occur.

(b) For the purpose of §46813 of the Internal Revenue Code of 1986, as

amended, and the regulations promulgated thereunder, the "Claims Administrator" shall be

Berdon Claims Administration LLC or such other claims administrator selected by Lead

Plaintiffs' Counsel and approved by the Court. The Claims Administrator agrees to be subject to

the jurisdiction of the Court with respect to the administration of the Settlement and the

distribution of the Settlement Fund pursuant to the terms of this Stipulation. The Claims

Administrator shall timely and properly file all informational and other tax returns or requests for

refund necessary or advisable with respect to the Settlement Fund (including without limitation

the returns described in Treas. Reg. §1.468B-2(k) and 1.468B-2(l)). Such returns (as well as the

election described in §2.6(a)) shall be consistent with this §2.6 and in all events shall reflect that

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all taxes (including any interest or penalties) on the income earned by the Settlement Fund shall

be paid out of the Settlement Fund as provided in §2.6(c) hereof.

(c) All: (i) taxes (including any interest or penalties) arising with respect to

the income earned by the Settlement Fund, including any taxes or tax detriments that may be

imposed upon Defendants or their Related Parties with respect to any income earned by the

Settlement Fund for any period during which the Settlement Fund does not qualify as a "qualified

settlement fund" for Federal or State income tax purposes ("Taxes"); and (ii) expenses and costs

incurred in connection with the operation and implementation of this §2.6 (including, without

limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and

expenses relating to filing (or failing to file) the returns or request for refunds described in this

§2.6) ("Tax Expenses"), shall be reimbursed to Defendants or their Related Parties from the

Settlement Fund. In all events, neither the Defendants nor their Related Parties shall have any

liability or responsibility for the Taxes or the Tax Expenses. The Settlement Fund shall

indemnify and hold Defendants or their Related Parties harmless for Taxes and Tax Expenses

(including, without limitation, taxes payable by reason of any such indemnification). Further,

Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the

Settlement and shall be timely paid by the Claims Administrator out of the Settlement Fund

without prior order from the Court, and Lead Plaintiffs' Counsel shall be obligated

(notwithstanding anything herein to the contrary) to withhold from distribution to Settlement

Class Members any funds necessary to pay such amounts including the establishment of adequate

reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be

withheld under Treas. Reg. § I .468B-2(l)(2)). Defendants and their Related Parties are not

responsible and shall have no liability therefor or for any reporting requirements that may relate

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thereto. The Settling Parties hereto agree to cooperate with the Escrow Agent, the Claims

Administrator, each other, and their tax attorneys and accountants to the extent reasonably

necessary to carry out the provisions of this §2.6.

(d) For the purpose of this §2.6, references to the Settlement Fund shall

include the Settlement Fund and shall also include any earnings thereon.

2.7 In the event that the Settlement provided for herein is not approved, or is

terminated, canceled, voided, or fails to become Final and effective for any reason, the

Settlement Fund (including accrued interest) less Taxes and Tax Expenses paid or incurred and

less expenses actually incurred or due and owing for reasonable and necessary costs of class

notice and other administrative expenses in connection with the Settlement, shall be refunded to

the Persons or entities that originally contributed the $10 million into the Settlement Fund, in

proportion to their original contributions as described in §8.5 below.

2.8 The Escrow Agent shall indemnify and hold harmless any and all of the

Defendants and the Released Persons for any claim or cause of action arising out of any loss of

principal, or the failure to properly account for all the escrowed funds and accrued interest,

between the time that funds are deposited and the date of either the final distribution of the

Settlement Amount to Class Members, or the return of the escrowed funds in the event the

settlement does not become effective for any reason.

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3.0 Class Notice And Administration

3.1 After the Court approves entry of an order (the "Notice Order"), the Escrow Agent

shall be permitted, without any further approval by Defendants, to spend and pay up to $200,000

for "Class Notice and Administration" expenses. These funds may be used by Lead Plaintiffs'

Counsel to pay costs and expenses reasonably and actually incurred in connection with providing

notice to the Settlement Class, locating Settlement Class Members, soliciting Settlement Class

claims, assisting with the filing of claims, administering and distributing the Settlement Fund to

the Members of the Settlement Class, processing Proofs of Claim and Release and paying escrow

fees and costs, if any. The Escrow Agent shall be obligated to provide such accountings of

transactions involving the Settlement Fund as the Court may require.

4.0 Notice Order And Settlement Hearing

4.1 Promptly after execution of this Stipulation, the Settling Parties shall submit the

Stipulation together with its Exhibits to the Court and shall jointly apply for entry of the Notice

Order, substantially in the form of Exhibit A hereto. The Notice Order shall specifically include

provisions that, among other things, will:

(a) Preliminarily approve this Stipulation and the Settlement set forth herein

as being fair, just, reasonable and adequate to the Settlement Class;

(b) Approve the form of Notice of Pendency and Settlement of Class Action

(the "Notice") (substantially in the form of Exhibit A-i hereto) for mailing to Members of the

Settlement Class;

(c) Approve the form of Proof of Claim and Release ("Proof of Claim and

Release") (substantially in the form of Exhibit A-2 hereto) for mailing to Members of the

Settlement Class;

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(d) Approve a summary notice of the Settlement for publication (the

"Summary Notice") (substantially in the form of Exhibit A-3 hereto);

(e) Direct Lead Plaintiffs' Counsel to mail or cause to be mailed by first class

mail the Notice and the Proof of Claim and Release to those Persons in the Settlement Class who

can be identified through reasonable effort, on or before the date specified in the Notice Order;

(f) Direct that nominees who purchased or otherwise acquired MasTec

common stock during the Settlement Class Period send the Notice and Proof of Claim and

Release form to all beneficial owners of such MasTec common stock within fourteen (14) days

after receipt of the Notice or send a list of the names and addresses of such beneficial owners to

the Claims Administrator within fourteen (14) days of receipt of the Notice;

(g) Direct Lead Plaintiffs' Counsel to cause the Summary Notice to be

published once in a widely circulated national business-oriented publication or wire service on or

before the date specified in the Notice Order;

(h) Provide that Settlement Class Members who wish to participate in the

Settlement provided for in this Stipulation shall complete and file Proof of Claim and Release

forms pursuant to the instructions contained therein;

(i) Find that the notice given pursuant to subparagraphs (b)-(g) above,

constitutes the best notice practicable under the circumstances, including individual notice to all

Persons in the Settlement Class who can be identified upon reasonable effort, and constitutes

valid, due and sufficient notice to all Persons in the Settlement Class, complying fully with the

requirements of Rule 23 of the Federal Rules of Civil Procedure, the Constitution of the United

States, and any other applicable law;

(j) Schedule a hearing (the "Settlement Hearing") to be held by the Court to

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consider and determine whether the Settlement proposed by this Stipulation should be approved

as fair, reasonable and adequate and whether the Judgment approving the Settlement should be

entered;

(k) Provide that any Settlement Class Member who so desires may exercise

the right to exclude themselves from the Settlement Class, but only if they comply with the

requirements for so doing as set forth in the Notice;

(1) Provide that at or after the Settlement Hearing, the Court shall determine

whether the proposed Plan of Allocation should be approved;

(m) Provide that at or after the Settlement Hearing, the Court shall determine

and enter an Order regarding whether and in what amount attorneys' fees and reimbursement of

expenses should be awarded to Lead Plaintiffs' Counsel;

(n) Provide that pending final determination of whether the Settlement

contained in this Stipulation should be approved, neither the Lead Plaintiffs, nor any Settlement

Class Member, either directly, representatively, or in any other capacity shall commence or

prosecute any action or proceeding in any court or tribunal asserting any of the Released Claims

against the Released Persons;

(o) Provide that any objections to: (i) the Settlement proposed by this

Stipulation; (ii) entry of the Judgment approving the Settlement; (iii) the proposed Plan of

Allocation; or (iv) Lead Plaintiffs' Counsel's fee and expense application(s), and any papers

submitted in support of said objections shall be considered by the Court at the Settlement

Hearing only if, on or before the date specified in the Notice Order, Persons making objections

shall file and serve written objections (which shall set forth each objection and the basis therefor)

and copies of any papers in support of their position as set forth in the Notice Order; and

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(p) Provide that the Settlement Hearing may, from time to time and without

further notice to the Settlement Class, be continued or adjourned by Order of the Court.

5.0 Releases

5.1 Upon the Effective Date, the Lead Plaintiffs, on behalf of themselves and the

Settlement Class, each of the Settlement Class Members, and Lead Plaintiffs' Counsel shall be

deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released,

relinquished and discharged all Released Claims (including "Unknown Claims") against the

Released Persons and any claims or potential claims that could be asserted in connection with the

defense or resolution of the Litigation or the Released Claims, whether or not such Settlement

Class Member executes and delivers the Proof of Claim and Release.

5.2 Upon the Effective Date, each of the Released Persons shall be deemed to have,

and by operation of the Judgment shall have, fully, finally, and forever released, relinquished and

discharged the Lead Plaintiffs, Settlement Class Members, Lead Plaintiffs' Counsel and their

agents, and any other plaintiffs' counsel, from all claims (including "Unknown Claims"), arising

out of, relating to, or in connection with the institution, prosecution, assertion or resolution of the

Litigation or the Released Claims.

5.3 Only those Settlement Class Members filing valid and timely Proofs of Claim and

Release shall be entitled to participate in the Settlement and receive any distributions from the

Settlement Fund. The Proofs of Claim and Release to be executed by the Settlement Class

Members shall release all Released Claims against the Released Persons, and shall be

substantially in the form contained in Exhibit A-2 hereto. Excluding those Settlement Class

Members who timely and validly opt out of the Settlement, all Members of the Settlement Class

shall be bound by the releases set forth therein whether or not they submit a valid and timely

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Proof of Claim and Release.

6.0 Administration And Calculation Of Claims, Final Awards And Supervision

And Distribution Of Settlement Fund

6.1 Lead Plaintiffs' Counsel, or their authorized agents, acting on behalf of the

Settlement Class, and subject to such supervision and direction of the Court as may be necessary

or as circumstances may require, shall administer and calculate the claims submitted by

Settlement Class Members and shall oversee distribution of the Net Settlement Fund (as defined

below) to Authorized Claimants.

6.2 The Settlement Fund shall be applied as follows:

(a) To pay all costs and expenses reasonably incurred in connection with

providing notice to the Settlement Class, locating Settlement Class Members, soliciting

Settlement Class claims, assisting with the filing of claims, administering and distributing the

Settlement Fund to the Settlement Class, processing Proofs of Claim and Release and paying

escrow fees and costs, if any;

(b) To pay Lead Plaintiffs' Counsel's fees, expenses and costs (including the

award of reasonable costs and expenses, including lost wages, directly relating to the

representation of the Settlement Class to any Lead Plaintiffs serving on behalf of the Settlement

Class), with interest thereon (the "Fee and Expense Award"), if and to the extent allowed by the

Court;

(c) To pay any Taxes and Tax Expenses owed by the Settlement Fund; and

(d) To distribute the balance of the Settlement Fund (the "Net Settlement

Fund") to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation or the

Court.


6.3 Upon the Effective Date and thereafter, and in accordance with the terms of the

Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as

may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed

to Authorized Claimants, subject to and in accordance with the following:

(a) Within one hundred twenty (120) from the date the Notice Order is signed

or such other time as may be set by the Court, each Person claiming to be an Authorized

Claimant shall be required to submit to the Claims Administrator a completed Proof of Claim

and Release, substantially in the form of Exhibit A-2 hereto, and supported by such documents as

specified in the Proof of Claim and Release and as are reasonably available to the Authorized

Claimant.

(b) Except as otherwise ordered by the Court, all Settlement Class Members

who fail to timely submit a Proof of Claim and Release within such period, or such other period

as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving any

payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other

respects be subject to and bound by the provisions of the Stipulation, the Settlement and releases

contained herein, and the Judgment.

(c) The Net Settlement Fund shall be distributed to the Authorized Claimants

substantially in accordance with a Plan of Allocation to be described in the Notice and approved

by the Court.

6.4 Defendants and their Related Parties shall have no responsibility for, interest in, or

liability whatsoever with respect to the investment or distribution of the Net Settlement Fund, the

Plan of Allocation, the determination, administration, calculation or payment of claims, the

payment or withholding of taxes, or any losses incurred in connection therewith. Defendants and

—20—


their Related Parties are released from any and all liability and claims based upon, arising from or

in any way relating to the investment or distribution of the Settlement Fund.

6.5 No Person shall have any claim against Lead Plaintiffs' Counsel, the Escrow

Agent, or any Claims Administrator or other agent designated by Lead Plaintiffs' Counsel or

against Defendants, their counsel, or the Released Persons based on the distributions made

substantially in accordance with this Stipulation and the Settlement contained herein, the Plan of

Allocation, or further orders of the Court.

6.6 It is understood and agreed by the Settling Parties that any proposed Plan of

Allocation of the Net Settlement Fund including, but not limited to, any adjustments to an

Authorized Claimant's Claim set forth therein, is not a part of this Stipulation and is to be

considered by the Court separately from the Court's consideration of the fairness, reasonableness

and adequacy of the Settlement set forth in this Stipulation, and any order or proceedings relating

to the Plan of Allocation shall not operate to terminate or cancel this Stipulation or affect the

finality of the Court's Judgment approving this Stipulation and the Settlement set forth herein, or

any other orders entered pursuant to this Stipulation.

7.0 Lead Plaintiffs' Counsel's Fees And Reimbursement Of Expenses

7.1 The Lead Plaintiffs or their counsel may submit an application or applications (the

"Fee and Expense Application") for distributions to them from the Settlement Fund for: (i) an

award of attorneys' fees of up to 27.5% of the Settlement Fund net of Court-approved expenses;

(ii) reimbursement of actual expenses and costs, including the fees of any experts or consultants

incurred in connection with prosecuting the Litigation, and (iii) the award of reasonable costs and

expenses (including lost wages) directly relating to the representation of the Settlement Class to

the Lead Plaintiffs, plus any interest on such attorneys' fees, costs and expenses at the same rate

—21—


and for the same periods as earned by the Settlement Fund as may be awarded by the Court.

Lead Plaintiffs' Counsel reserve the right to make additional applications for fees, costs and

expenses incurred to be distributed from the Settlement Fund.

7.2 The attorneys' fees, expenses and costs, including the fees of experts and

consultants, as awarded by the Court, shall be paid to Lead Plaintiffs' Counsel from the

Settlement Fund, as ordered, within five (5) business days after the Court executes an order

awarding such fees and expenses. The allocation of fees and expenses shall be at the discretion

of Lead Plaintiffs' Counsel who may in making their allocation consider each law firm's

contribution to the successful resolution of the Litigation. In the event that the Effective Date

does not occur, or the Judgment or the Order making the Fee and Expense Award is reversed or

modified on appeal, and in the event that the Fee and Expense Award has been paid to any

extent, then Lead Plaintiffs' Counsel shall within five (5) business days from receiving notice

from Defendants' counsel, or from a court of appropriate jurisdiction, refund to the Settlement

Fund all of the fees, expenses and costs previously paid to them from the Settlement Fund plus

interest thereon at the same rate as earned on the Settlement Fund in an amount consistent with

such reversal or modification. Lead Plaintiffs' Counsel, as a condition of receiving such fees and

expenses, on behalf of themselves and each partner and/or shareholder of it, agrees that the law

firm and its partners and/or shareholders are subject to the jurisdiction of the Court for the

purpose of enforcing the provisions of this §7.2. Without limitation, Lead Plaintiffs' Counsel, on

behalf of themselves and each partner and/or shareholder of their law firms, agrees that the Court

may, upon application of Defendants on notice to Lead Plaintiffs' Counsel, summarily issue

orders, including but not limited to judgments and attachment orders, and may make appropriate

findings of or sanctions for contempt against them should they fail to repay such fees and

—22—


expenses.

7.3 Neither Defendants nor their Related Parties shall have any responsibility for, or

any liability whatsoever with respect to, any payment to Lead Plaintiffs' Counsel from the

Settlement Fund.

7.4 Neither Defendants nor their Related Parties shall have any responsibility for, or

any liability whatsoever with respect to, the allocation of the Settlement Fund among Lead

Plaintiffs' Counsel and any other Person who may assert some claim thereto, or for any Fee and

Expense Award(s) that the Court may make in the Litigation.

7.5 The procedure for and the allowance or disallowance by the Court of any

applications by Lead Plaintiffs' Counsel for attorneys' fees, costs and expenses, including the

fees of experts and consultants, to be paid out of the Settlement Fund, are not part of the

Settlement set forth in this Stipulation, and are to be considered by the Court separately from the

Court's consideration of the fairness, reasonableness and adequacy of the Settlement set forth in

this Stipulation, and any order or proceedings relating to the Fee and Expense Application, or any

appeal from any order relating thereto or reversal or modification thereof, shall not operate to

terminate or cancel this Stipulation, or affect or delay the finality of the Judgment approving the

Settlement of the Litigation set forth herein.

8.0 Conditions Of Settlement Effect Of Disapproval Cancellation Or Termination

8.1 The Effective Date of this Stipulation shall be conditioned on the occurrence of all

of the following events:

(a) Defendants shall have made their contributions to the Settlement Fund as

provided by §2.0 above;

—23—


(b) The Court has entered the Notice Order, as required by §4.0, above;

(c) The Court has entered the Judgment, or a judgment substantially in the

form of Exhibit B, which shall include a provision for dismissal of Defendants with prejudice

from the Litigation; and

(d) The Judgment has become Final.

8.2 Upon the occurrence of all of the events referenced in §8.1 above, any and all

remaining interests or rights of Defendants in or to the Settlement Fund shall be absolutely and

forever extinguished.

8.3 A modification or reversal on appeal of any Plan of Allocation or of any amount

of attorneys' fees, costs, expenses and interests awarded by the Court to Lead Plaintiffs' Counsel

shall not constitute grounds for cancellation and termination of this Stipulation.

8.4 If prior to the Settlement Hearing, any Persons who otherwise would be Members

of the Settlement Class have timely requested exclusion ("Requests for Exclusion") from the

Settlement Class in accordance with the provisions of the Notice Order and the Notice given

pursuant thereto, and such Persons in the aggregate purchased or otherwise acquired a number of

shares of MasTec, Inc. common stock during the Settlement Class Period in an amount greater

than the sum specified in a separate "Supplemental Stipulation" between the Settling Parties,

Defendants shall have, in their sole and absolute discretion, the option to terminate this

Stipulation in accordance with the procedures set forth in the Supplemental Stipulation. The

Lead Plaintiffs shall also have the right to seek a retraction of any Request for Exclusion pursuant

to the Supplemental Stipulation. The Supplemental Stipulation will not be filed with the Court

unless and until a dispute among the Settling Parties concerning its interpretation or application

arises. Copies of all Requests for Exclusion received, together with copies of all written

—24—


revocations of Requests for Exclusion, shall be delivered to Defendants' counsel within three (3)

business days of receipt by the Lead Plaintiffs or Lead Plaintiffs' Counsel but in any event no

later than five (5) business days before the Settlement Hearing.

8.5 If all of the conditions specified in §8.1 are not met, then this Stipulation shall

terminate and become null and void.

8.6 Unless otherwise ordered by the Court, if the Settlement embodied in this

Stipulation is not approved by the Court, or if the Judgment to be entered by the Court in

accordance with this Stipulation is overturned on appeal, or if this Stipulation is terminated,

canceled, or otherwise does not become final and effective (or becomes unenforceable) for any

reason, the entire contents of the Settlement Fund, inclusive of all accrued interest and proceeds

(subject to §2.7 above) shall be returned by the Escrow Agent, as provided in §2.7 above, within

five (5) business days of notice of any such event.

8.7 In the event that this Stipulation is not approved by the Court or the Settlement set

forth in this Stipulation is terminated or fails to become effective in accordance with its terms,

the Settling Parties shall be restored to their respective positions in the Litigation as of April 10,

2006. In such event, the terms and provisions of this Stipulation, with the exception of

§2.1-2.7, 8.3-8.7, 9.4, 9.9-9.13 herein, shall have no further force and effect with respect to the

Settling Parties and shall not be used in this Litigation or in any other proceeding for any purpose

and any Judgment or Order entered by the Court in accordance with the terms of this Stipulation

shall be treated as vacated nunc pro (unc. An order of the Court or modification or reversal on

appeal of any order of the Court concerning the Plan of Allocation or the amount of any

attorneys' fees, costs, expenses and interest awarded by the Court to the Lead Plaintiffs or Lead

Plaintiffs' Counsel shall not constitute grounds for cancellation or termination of this Stipulation.

—25—


8.8 If the Effective Date does not occur, or if this Stipulation is terminated pursuant to

its terms, neither the Lead Plaintiffs nor Lead Plaintiffs' Counsel shall have any obligation to

repay any amounts actually and properly incurred for the purposes of Class Notice and

Administration. In addition, any expenses already incurred and properly chargeable for the

purposes of Class Notice and Administration, pursuant to §3.1 hereof, at the time of such

termination or cancellation but which have not been paid, shall be paid by the Escrow Agent in

accordance with the terms of this Stipulation prior to the balance being refunded in accordance

with §8.6 above.

9.0 Miscellaneous Provisions

9.1 The Settling Parties: (a) acknowledge that it is their intent to consummate this

Stipulation; and (b) agree to cooperate to the extent necessary to effectuate and implement all

terms and conditions of this Stipulation and to exercise their best efforts to accomplish the

foregoing terms and conditions of this Stipulation.

9.2 The Settling Parties agree that each has complied fully with the strictures of Rule

ii of the Federal Rules of Civil Procedure, and the final judgment will contain a statement to

reflect this compliance.

9.3 The Settling Parties intend this Settlement to be a final and complete resolution of

all disputes between them with respect to the Litigation. Defendants agree that the amounts paid

to the Settlement Fund and the other terms of the Settlement reflect a good faith settlement of the

claims asserted by the Lead Plaintiffs, reached voluntarily after consultation with experienced

legal counsel.

9.4 Neither this Stipulation nor the Settlement provided for herein, nor any act

performed or document executed pursuant to or in furtherance of this Stipulation or the

—26—


Settlement: (i) is or may be deemed to be or may be used as an admission of, or evidence of, the

validity of any Released Claim, or of any wrongdoing or liability on the part of any of the

Released Persons; or (ii) is or may be deemed to be or may be used as an admission of, or

evidence of, any fault or omission of any of the Released Persons in any civil, criminal or

administrative proceeding in any court, administrative agency or other tribunal, other than in such

proceedings as may be necessary to consummate or enforce this Stipulation, or the Settlement

provided for herein, or the Judgment, except that the Released Persons may file this Stipulation

and/or the Judgment in any action that may be brought against them in order to support a defense

or counterclaim based on principles of resjudicata, collateral estoppel, release, good faith

settlement, judgment bar or reduction or any other theory of claim preclusion or issue preclusion

or similar defense or counterclaim.

9.5 All of the Exhibits to this Stipulation are material and integral parts hereof and are

fully incorporated herein by this reference.

9.6 This Stipulation may be amended or modified only by a written instrument signed

by or on behalf of all Settling Parties or their respective successors-in-interest.

9.7 This Stipulation and the Exhibits attached hereto constitute the entire agreement

among the parties hereto and no representations, warranties or inducements have been made to

any Settling Party concerning this Stipulation or its Exhibits other than the representations,

warranties and covenants contained and memorialized in such documents.

9.8 Lead Plaintiffs' Counsel, on behalf of the Settlement Class, are expressly

authorized by the Lead Plaintiffs to take all appropriate action required or permitted to be taken

by the Settlement Class pursuant to this Stipulation to effectuate its terms, and also are expressly

authorized to enter into any modifications or amendments to this Stipulation on behalf of the

—27—


Settlement Class that they deem appropriate.

9.9 Each counsel or other Person executing this Stipulation or any of its Exhibits on

behalf of any party hereto hereby warrants that such Person has the full authority to do so.

9.10 This Stipulation may be executed in one or more counterparts. All executed

counterparts and each of them shall be deemed to be one and the same instrument. Counsel for

the parties to this Stipulation shall exchange among themselves original signed counterparts and

a complete set of original executed counterparts shall be filed with the Court.

9.11 This Stipulation shall be binding upon, and inure to the benefit of, the successors

and assigns of the parties hereto.

9.12 The Court shall retain jurisdiction with respect to implementation and

enforcement of the terms of this Stipulation, and all parties hereto submit to the jurisdiction of

the Court for purposes of implementing and enforcing the Settlement embodied in this

Stipulation.

9.13 This Stipulation and the Exhibits hereto shall be considered to have been

negotiated, executed and delivered, and to be wholly performed, in the State of Florida, and the

rights and obligations of the Settling Parties to this Stipulation shall be construed and enforced in

accordance with, and governed by the laws of the State of Florida without giving effect to that

State's choice of law principles.

—28—


IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be executed

by their duly authorized attorneys, dated as of June 30, 2006.

Respectfully Submitted,

YOURMAN ALEXANDER & PAREKH LLP Kevin J. Yourman, Esq. Behram V. Parekh, Esq.

By: V. rw Bebram V. Parekh

3601 Aviation Blvd., Suite 3000 Manhattan Beach, CA 90266 Tel: 310-725-6400 Fax: 310-725-6420

Attorneys for Lead Plaint ffAlex Meruelo Living Trust and Co-Lead Counsel for the Class

BERNSTEiN LITOWITZ BERGER & GROSSMANN LLP Steven B. Singer, Esq. Eric T. Kanefsky, Esq.

By: Steven B. Singer

1285 Avenue of the Americas New York, NY 10019 Tel: 212-554-1400 Fax: 212-554-1444

A ttorneys for Lead PlainiffArkansas Teacher Retirement System and Co-Lead Counsel for the Class

—29—


HOLLAND & KNIGHT LLP Tracy A. Nichols, Esq.

4

By: c -- Trac&. Nichols

701 Brickell Avenue Suite 3000 Miami, FL 33131 Tel: 305-374-8500 Fax: 305-789-7799

Attorneys for Defendants

—30—



IN RE MASTEC, INC. SECURITIES LITIGATION

THIS DOCUMENT RELATES TO

ALL ACTIONS

)

)

)

)

)

)

)

CASE NO. 04-20886

HON. FEDERICO A. MORENO

CLASS ACTION

[PROPOSED] ORDER GRANTING APPLICATION FOR PRELIMINARY

APPROVAL OF SETTLEMENT, DIRECTING NOTICE OF PENDENCY

AND SETTLEMENT OF CLASS ACTION AND SETTING HEARING

DATE FOR FINAL APPROVAL OF SETTLEMENT

WHEREAS, the parties have applied to the Court pursuant to Rule 23(e) of the

Federal Rules of Civil Procedure for an order approving the settlement of the above-

captioned litigation (the "Litigation") in accordance with the Stipulation of Settlement on

file herein (the "Stipulation"), which, together with the exhibits annexed thereto, sets

forth the terms and conditions for a proposed settlement of the Litigation (the

"Settlement") and for dismissal of the Litigation with prejudice as against all Defendants

upon the terms and conditions set forth therein; and the Court having read and considered

the Stipulation and the exhibits annexed thereto:


NOW, THEREFORE, IT IS HEREBY ORDERED:

This order (the "Notice Order") hereby incorporates by reference the

definitions in the Stipulation, and all terms used herein shall have the same meanings as

set forth in the Stipulation.

The Court hereby preliminarily approves the Stipulation and the

Settlement described therein as being fair, reasonable and adequate to the Settlement

Class, subject to further consideration of a hearing (the "Settlement Hearing") to be held

before the Honorable Federico A. Moreno, approximately 75 days from the date of

signing of this Notice Order, on 32006, am/p.m., at the United

States District Court, Southern District of Florida, 99 N.E. 4' Street, Courtroom 4,

Miami, Florida 33 132, to determine (i) whether the proposed Settlement of the Litigation

on the terms and conditions provided for in the Stipulation is fair, reasonable and

adequate and should be approved by the Court; (ii) whether a Judgment, in substantially

the form attached to the Stipulation as Exhibit B, should be entered dismissing the

Litigation on the merits and with prejudice as against all Defendants; (iii) whether the

Plan of Allocation included in the Notice is fair and reasonable and should be approved

by the Court; and (iv) to determine the amount of the fees and expenses to be awarded to

Lead Plaintiffs' Counsel. The Court may continue or adjourn the Settlement Hearing

without further notice to the Settlement Class.

The Court also preliminarily approves a Settlement Class defined as

follows:

"Settlement Class" means all Persons or entities who purchased or otherwise acquired MasTec common stock during the period August 12, 2003, through May 11, 2004, inclusive. Excluded from the Settlement Class are (i) Defendants; (ii) members of the family of each Individual


Defendant; (iii) any Person who was an officer or director of MasTec during the Settlement Class Period; (iv) any firm, trust, corporation, officer, or other entity in which any Defendant had a controlling interest; and (v) the legal representatives, agents, affiliates, heirs, successors-in-interest or assigns of any such excluded party. The Settlement Class shall also exclude those Persons who timely request exclusion from the Settlement Class pursuant to the Notice described herein.

4. The Court hereby approves, as to form and content, the Notice of

Pendency and Proposed Settlement of Class Action and Settlement Hearing (the

"Notice") annexed hereto as Exhibit A-I, the Proof of Claim and Release annexed hereto

as Exhibit A-2, and the Summary Notice for Publication ("Summary Notice") annexed

hereto as Exhibit A-3. The Court finds that the publication of the Summary Notice and

the mailing and distribution of the Notice substantially in the manner and fonii set forth

in paragraphs 6 and 7 of this Notice Order meet the requirements of due process, Rule 23

of the Federal rules of Civil Procedure, and Section 21D(a)(7) of the Securities Exchange

Act of 1934, 15 U.S.C. § 78u-4(a)(7), as amended by the Private Securities Litigation

Reform Act, and constitutes the best notice practicable under the circumstances and shall

constitute due and sufficient notice to all Persons entitled thereto.

5. Lead Plaintiffs' Counsel shall make reasonable efforts to identify all

Persons who are Settlement Class Members, including beneficial owners whose MasTec

common stock are or were held by banks, brokerage firms, or other nominees. Lead

Plaintiffs' Counsel shall mail or cause to be mailed the Notice substantially in the form

annexed hereto as Exhibit A-I, and the Proof of Claim and Release substantially in the

forrn annexed hereto as Exhibit A-2, by first class mail, postage prepaid, no later than

fourteen (14) days after entry of this Notice Order, to all Members of the Settlement

Class at the address of each such Person as set forth in the shareholder list provided by


MasTec (the "List"), or who was identified by further reasonable efforts. The cost of

notice to Settlement Class Members will be paid out of the Settlement Fund, as addressed

in the Stipulation. Lead Plaintiffs' Counsel is hereby empowered to supervise and

administer the notice procedure as set forth below. Lead Plaintiffs' Counsel is hereby

authorized to retain the firm of Berdon Claims Administration LLC or seek other claims

administration as may be approved by the Court (the "Claims Administrator") to

administer the notice procedure, as well as the processing of claims as more fully set

forth herein. The Claims Administrator shall be responsible for the receipt of all

responses from Settlement Class Members and shall preserve all Proofs of Claim and any

and all other written communications from Settlement Class Members, nominees, or any

other Person in response to the Notice or Summary Notice until one year following the

date of distribution of the proceeds of the Net Settlement Fund to the Settlement Class

Members or pursuant to further order of the Court. Within five (5) business days from

the date of this Notice Order (the "Notice Date"), MasTec or its transfer agent shall

provide the Claims Administrator with the List, which shall contain the identity of all

record holders of MasTec common stock who purchased or acquired their MasTec

common stock during the Settlement Class Period. The List shall contain the names and

addresses of all purchasers of the common stock during the Settlement Class Period.

Further, the data in the List must be provided in an MS Excel 4.0 spreadsheet (preferred)

or in ASCII fixed length field text files. Control characters such as Carriage Return/Line

Feed should be appended to each line in the text files. Defendants shall bear all costs or

expenses associated with providing the Claims Administrator with the List. Within

twenty-one (21) days from the Notice Date, Lead Plaintiffs' Counsel shall cause the


Summary Notice to be published, substantially in the form annexed hereto as Exhibit A-3,

once in a national newswire such as PR Newswire, Businesswire, or PrimeZone and in

Investor's Business Daily. At least seven (7) days prior to the Settlement Hearing, Lead

Plaintiffs' Counsel shall serve and file with the Court proof by affidavit or declaration of

such mailing and publication

6. Nominees who purchased or otherwise acquired MasTec common stock

during the Settlement Class Period are directed to: (a) request within fourteen(14) days

of receipt of the Notice additional copies of the Notice and the Proof of Claim and

Release from the Claims Administrator, or (b) send a list of the names and addresses of

such beneficial owners to the Claims Administrator within fourteen(14) days after

receipt of the Notice. If a nominee elects to send the Notice to beneficial owners, such

nominee is directed to mail the Notice within fourteen (14) days of receipt of the copies

of the Notice from the Claims Administrator, and upon such mailing, the nominee shall

send a statement to the Claims Administrator confirming that the mailing was made as

directed, and the nominee shall retain the list of names and addresses for use in

connection with any possible future notice to the Settlement Class. Upon full compliance

with this Notice Order, including the timely mailing of Notice to beneficial owners, such

nominees may seek reimbursement of their reasonable expenses actually incurred in

complying with this Notice Order by providing the Claims Administrator with proper

documentation supporting the expenses for which reimbursement is sought and reflecting

compliance with these instructions, including timely mailing of the Notice, if the nominee

elected or elects to do so. Such properly documented expenses incurred by nominees in

compliance with the terms of this Notice Order shall be paid from the Settlement Fund.


7. Unless otherwise ordered by the Court, all Members of the Settlement

Class shall be bound by all determinations and judgments in the Litigation concerning the

proposed Settlement (including the Judgment), whether favorable or unfavorable to the

Settlement Class. Any Member of the Settlement Class who does not properly and

timely request exclusion shall be included in the Settlement Class and shall be bound by

any judgment (including the Judgment) entered in the Litigation.

Settlement Class Members who wish to participate in the distribution of

the Settlement Fund shall complete and submit Proof of Claim and Release forms in

accordance with the instructions contained therein. Unless the Court orders otherwise, all

Proof of Claim and Release forms must be received by the Claims Administrator

postmarked no later than 120 days from the date this Notice Order is signed. Any

Settlement Class Member who does not submit a properly completed Proof of Claim and

Release within the time provided shall be barred from sharing in the distribution of the

proceeds of the Net Settlement Fund unless otherwise ordered by the Court.

9. Any Settlement Class Member who wishes to be excluded from the

Settlement Class must provide, postmarked by fourteen (14) days prior to the Settlement

Hearing, written notice of such request to the Claims Administrator identified in the

Notice, referring to the Litigation and setting forth his or her name, address, and

transactions in MasTec common stock during the Settlement Class Period (including each

date of acquisition, purchase and sale and each price and amount paid and/or received).

Unless otherwise ordered by the Court, all Settlement Class Members not exercising the

option to be excluded from the Settlement Class within the specified time period shall be

bound by the Stipulation, the Settlement and releases contained therein, and the Judgment


entered hereon, and shall not have any further opportunity to opt out of the Settlement

Class. Any Settlement Class Member who shall timely and properly elect to be excluded

from the Settlement Class shall be permitted to revoke such election by mailing, within

the required time frame, a request for revocation to Lead Plaintiffs' Counsel, and in such

event shall once again become a Settlement Class Member for all purposes. Any Person

who, pursuant to the provisions of this paragraph and the Notice, elects to be excluded

from the Settlement Class and does not revoke such election as provided above, shall

have no right to any portion of the Settlement Fund, and shall be left, as to the Released

Persons and the Released Claims, only to his or her individual remedies.

10. Any Member of the Settlement Class may appear and show cause why the

Proposed Settlement of the Litigation embodied in the Stipulation should or should not be

approved as fair, reasonable and adequate, or why a Judgment should or should not be

entered thereon, and/or to present opposition to the Plan of Allocation or the application

of Lead Plaintiffs' Counsel for fees and expenses. I lowever, no Setthment Class

Member or any other Person shall be heard or entitled to contest the approval of the terms

and conditions of the Stipulation and the Settlement, or, if approved, the Judgment to be

entered thereon approving the same, unless on or before fourteen (14) days prior to the

Settlement Hearing, that Settlement Class Member or Person (i) has served by hand or

overnight delivery written objections, including the basis therefor, as well as copies of

any papers and/or briefs in support of his or her position upon the following counsel:

YOURMAN ALEXANDER & PAREKH LLP Kevin J. Yourman, Esq. Behram V. Parekh, Esq. 3601 Aviation Blvd., Suite 3000 Manhattan Beach, CA 90266


Tel: 310-725-6400 Fax: 310-725-6420

Attorneys Jhr Lead PlaintiffAlex Meruelo Living Trust and Co-Lead Counsellor the Class

BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP Steven B. Singer, Esq. Jeffrey N. Leibell, Esq. Eric T. Kanefsky, Esq. 1285 Avenue of the Americas New York, NY 10019 Tel: 212-554-1400 Fax: 212-554-1444

AttornesJor Lead PlaintffArkansas Teacher Retirement System and Co-Lead Counsel for the Class

HOLLAND & KNIGHT LLP Tracy A. Nichols, Esq. 701 Brickel! Avenue Suite 3000 Miami, FL 33131 Tel: 305-374-8500 Fax: 305-789-7799

Counsel/br Dejendants

and (ii) filed said objectxns, papers and briefs with the Clerk of the United States District

Court for the Southern District of Florida at 301 North Miami Avenue, Room 150,

Miami, Florida 33128. Any Settlement Class Member or Person who does not make his,

her or its objection in the manner provided for herein shall be deemed to have waived

such objection and shall forever be foreclosed from making any objection to the fairness

or adequacy of the Settlement as incorporated in the Stipulation, unless otherwise ordered

by the Court. The manner in which a notice of objection should be prepared, filed and

delivered shall be stated in the Notice.

8


11. All papers in support of the Settlement and for reimbursement of

attorneys' fees and expenses shall be filed with the Court and served on Defendants'

counsel at least seven (7) days prior to the Settlement Hearing. Neither Defendants nor

the Related Parties shall have any responsibility for the Plan of Allocation and it will be

considered separately from the fairness, reasonableness and adequacy of the Settlement.

At or after the Settlement Hearing, the Court will determine whether Lead Plaintiffs'

Counsel's proposed Plan of Allocation should be approved.

12. The passage of title and ownership of the Settlement Fund to the Escrow

Agent in accordance with the terms and obligations of the Stipulation is approved. No

Person that is not a Settlement Class Member or Lead Plaintiffs' Counsel shall have any

right to any portion of, or any rights in the distribution of, the Settlement Fund unless

otherwise ordered by the Court or otherwise provided in the Stipulation.

13. All funds held in the Escrow Account shall be deemed and considered to

be in custodia legis and shall remain subject to the jurisdiction of the Court until such

time as such funds shall be distributed pursuant to the Stipulation and/or further order of

the Court.

14. Lead Plaintiffs' Counsel or their agents are authorized and directed to

prepare any tax returns required to be filed on behalf of the Settlement Fund, and to cause

any taxes due and owing to be paid from the Settlement Fund without further order of the

15. Lead Plaintiffs' Counsel may use the proceeds of the Settlement Fund to

pay the costs and expenses reasonably and actually incurred in connection with providing

notice to the Settlement Class, locating Settlement Class Members, soliciting Settlement


Class claims, assisting with the filing of claims, administering and distributing the Net

Settlement Fund to the Members of the Settlement Class, processing Proofs of Claim and

Release and paying escrow fees and costs, if any, and Lead Plaintiffs' Counsel may

withdraw up to $200,000 of the Settlement Fund without further order of the Court to pay

such costs.

16. The Court reserves the right to continue or adjourn the date of the

Settlement Hearing, or any adjournment thereof, without further notice to Members of the

Settlement Class other than an announcement at the Settlement Hearing, and retains

jurisdiction to consider all further applications arising out of or connected with the

proposed Settlement.

17. Neither the Stipulation, nor any of its terms or provisions, nor any of the

negotiations or proceedings connected with it, shall be construed as an admission or

concession by Defendants of the truth of any of the allegations in the Litigation, or of any

liability, fault, or wrongdoing of any kind on the part of any of the Defendants, or by the

Lead Plaintiffs of any lack of merit to the claims asserted in the Litigation.

18. Pending final approval of the Settlement reflected in the Stipulation,

neitlr the Lead Plaintiffs, nor Members of the Settlement Class, shall directly,

representatively, or in any other capacity, commence or prosecute any action or

proceeding in any court or tribunal asserting any of the Released Claims against any of

the Released Persons. All discovery and other proceedings in the Litigation are stayed

until further order of the Court, except as may be necessary to implement or comply with

the terms of the Stipulation.

I0


19. The Judgment will permanently bar and enjoin the Lead Plaintiffs and all

Members of the Settlement Class who did not timely and validly request exclusion from

the Settlement Class from instituting or prosecuting, in any capacity, any action or

proceeding that involves or asserts any of the Released Claims against any of the

Released Persons and upon the Effective Date any such Settlement Class Member shall

conclusively be deemed to have released any and all such Released Claims as against any

and all of the Released Persons.

20. If the Settlement is not approved or consummated for any reason

whatsoever, the Settlement and all proceedings had in connection therewith shall be

without prejudice to the status quo ante rights of the parties to the Litigation, except as

otherwise set forth in the Stipulation.

DATED: HON. FEDERICO A. MORENO UNITED STATES DISTRICT COURT JUDGE

II


Respectfully Submitted,

YOUR-MAN ALEXANDER & PAREKI I LLP Kevin J. Yourman, Esq. Behram V. Parekh, Esq. 3601 Aviation Blvd., Suite 3000 Manhattan Beach, CA 90266 Tel: 310-725-6400 Fax: 310-725-6420

Attorneys for Lead PlaintffAlex Meruelo Living Trust and Co-Lead Counsel for the Class

BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP Steven B. Singer, Esq. Jeffrey N. Leibell, Esq. Eric Kanefsky, Esq. 1285 Avenue of the Americas New York, NY 10019 Tel: 212-554-1400 Fax: 212-554-1444

Attorneys for Lead Plaint ffArkansas Teacher Retirement System and Co-Lead Counsellor the Class

VIANALE & VIANALE LLP Kenneth J. Vianale, Esq. Julie Prag Vianale, Esq. 2499 Glades Road, Suite 112 Boca Raton, FL 33431 Tel: 561-392-4750 Fax: 561-392-4775

Liaison Counsel for the Co-Lead Plaintiffs and the Class

HOLLAND & KNIGHT LLP Tracy A. Nichols, Esq. 701 Brickell Avenue Suite 3000 Miami, FL 33131 Tel: 305-374-8500 Fax: 305-789-7799

Counsellor Defendants

12

-EXHIBIT Case 1:04-cv-20886-FAM Document 131 Entered on FLSD Docket 07/05/2006 of 79

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA

IN RE MASTEC, INC. SECURITIES LITIGATION I CASE NO. 04-20886 (FAM)

NOTICE OF: (I) PENDENCY OF CLASS ACTION, AND (2) HEARING ON PROPOSED SETTLEMENT AND ATTORNEYS' FEE PETITION AND RIGHT TO SHARE IN NET SETTLEMENT FUND

NOTICE OF PENDENCY OF SETTLEMENT CLASS ACTION: If you purchased the common stock of MasTec, Inc. during the period from August 12, 2003 through and including May 11, 2004, please be advised that your rights may be affected by a class action lawsuit pending in this Court (the "Litigation").

A Federal Court authorized this Notice. This is not a solicitation from a lawyer.

NOTICE OF SETTLEMENT: Please also be advised that lead plaintiffs Arkansas Teacher Retirement System and Alex Meruelo Living Trust ("Lead Plaintiffs") have reached a proposed settlement of the Litigation that will resolve all claims of Lead Plaintiffs and the Settlement Class (as defined in 19 below) against all defendants (the "Settlement"). This Notice explains important rights you may have including your possible receipt of cash from the Settlement. Your legal rights will be affected whether or not you act. Also enclosed is a proof of claim and release form (the "Claim Form") that you must complete and submit postmarked no later than , 2006 to participate in the Settlement. Please read this Notice carefully!

I. Statement of Plaintiff Recovery: This Notice relates to a proposed settlement of a class action lawsuit filed against Maslcc Inc. ("MasTec" or the "Company") and certain of its present or former officers and directors. The Litigation asserts claims on behalf of investors against the Defendants under the federal securities laws relating to public statements made between August 12, 2003 and May II, 2004 concerning the Company's reported financial results for the second and third quarters of 2003. Subject to Court approval, Lead Plaintiffs, on behalf of the Settlement Class, have agreed to settle all claims that were or could have been asserted in the Litigation in exchange for a settlement payment of $10,000,000 in cash plus interest. Pending final approval of the Settlement, this amount will be contributed to a "Settlement Fund" to pay claims of investors who, during the period from August 12, 2003 through and including May 11, 2004 (the "Settlement Class Period"), purchased MasTec common stock (the "Settlement Class"). Such investors are referred to in this Notice as "Settlement ('lass Members." The Net Settlement Fund (the Settlement Fund less taxes, notice and administration costs and attorneys' fees and litigation expenses awarded to all counsel representing Lead Plaintiffs ("Lead Plaintiffs' Counsel")) will be distributed in accordance with a 11an of allocation (the "Plan of Allocation") that is described in this Notice. Lead Plaintiffs' damages expert estimates that approximately 16.75 million shares may have been affected by the conduct at issue in the Litigation. Thus, assuming that the owners of all affected shares elect to participate, the average per share recovery from the Settlement Fund would be approximately $0.60 per affected share, before the deduction of attorneys' fees, costs and expenses, as approved by the Court.

2. Reasons for the Settlement: In light of the amount of the Settlement and the immediacy of recovery to the Settlement Class, Lead Plaintiffs believe that the proposed Settlement is fair, reasonable and adequate, and in the best interests of the Settlement ('lass. Lead Plaintiffs believe that the Settlement provides a substantial benefit now, namely $10,000,000 less the various deductions described in this Notice, as compared to the risk that all or some of the claims in the Litigation could have been dismissed in response to Defendants' anticipated motions for summary judgment, or that a similar, smaller, or no recovery would be achieved after a trial and appeals, possibly years in the future, in which the Defendants would have the opportunity to assert substantial defenses to the claims asserted against them. The Defendants deny the claims asserted against them in the Litigation or that they have engaged in any wrongdoing, violation of law or breach of duty, and the Settlement should not be construed as an admission of wrongdoing by any of the Defendants. The Defendants have agreed to the Settlement in order to eliminate the burden and expense of continued litigation.

3. Statement of Avera2e Amount of Damages Per Share: The parties do not agree on the average amount of damages per share that would be recoverable if Lead Plaintiffs were to prevail on the claims asserted against Defendants. Defendants deny that any shares were damaged as Lead Plaintiffs have alleged. In addition, Defendants were prepared to establish that the price of Maslec common stock was not inflated as the result of any allegedly false or misleading public statement by any Defendant, and that the decline in the price of MasTec common stock alleged in the Litigation was not the result of the disclosure of information that allegedly had been wrongfully withheld by any Defendant.

4. Statement of Attorneys' Fees and ExDenses Sought: Lead Plaintiffs' Counsel (as defined in paragraph 7) intends to apply for an award of attorneys' fees in the amount of 27.5% of the Settlement Fund net of Court-approved expenses. In addition, Lead Plaintiffs' Counsel also intend to apply for reimbursement of litigation expenses paid and incurred in connection with the prosecution and resolution of the claims against Defendants, in an amount not to exceed $555,000. If the Court (as defined in paragraph 8) approves Lead Plaintiffs' Counsel's fee and expense application, the average cost per affected share will be approximately $0.19.

5. Identification of Attorneys' Representatives: Any questions regarding the Settlement should be directed to Lead Plaintiffs' Counsel: Jeffrey N. Leibell, Bernstein Litowitz Berger & Grossmann LLP, 1285 Avenue of the Americas, New York, NY 10019, 800-

380-8496, www.hlhglaw.com or f3ehram V. Parekh, Yourman Alexander & Parekh LLP, 3601 Aviation Blvd., Suite 3000, Manhattan Case 1:04-cv-20886-FAM Document 131 Entered on FLSD Docket 07/05/2006 of 79

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT: SUBMIT A CLAIM FORM POSTMARKED NO The only way to get a payment. LATER THAN ,2006

EXCLUDE YOURSELF FROM THE Get no payment. This is the only option that allows you to SETTLEMENT CLASS POSTMARKED NO ever be part of any other lawsuit against Defendants with LATER THAN 2006 respect to the claims in this case.

OBJECT NO LATER THAN , 2006 Write to the Court and explain why you do not like the Settlement.

GO TO THE HEARING ON , 2006 Ask to speak in Court about the fairness of the Settlement. AND FILE A NOTICE OF INTENTION TO APPEAR NO LATER THAN , 2006

DO NOTHING Get no payment. Give up your rights.

WHAT THIS NOTICE CONTAINS

Why Did I Get This Notice? What is This Case About? What Has Happened So Far? How Do I Know If I Am Part Of The Settlement? What Recovery Does The Settlement Provide'? Why Is There A Settlement'? What Might Happen If There Was No Settlement'? What Payment Are The Attorneys For The Settlement Class Seeking? Why Have Defendants Agreed To The Settlement? What Led Up To The Settlement? What Are The Lead Plaintiffs' Reasons For The Settlement'? [low Much Will My Payment Be'? What Rights Am I Giving Up By Agreeing To The Settlement? How Will The Lawyers Be Paid'? How Do I Participate In The Settlement'? What Do I Need To Do? What If I Do Not Want To Be A Part Of The Settlement? How Do I Exclude Myself? When And Where Will The Court Decide Whether To Approve The Settlement? Do 1 Have To Come

To The Hearing? May I Speak At The Hearing If I Don't Like The Settlement'? What If I Bought Shares On Someone Else's Behalf? Can 1 See The Court File? Whom Should I Contact If I Have Questions?

Page 2 Page 3 Page 4 Page 4 Page 4 Page 5 Page 5 Page 5 Page 5 Page 5 Page 5 Page 9 Page 10 Page 10 Page 10

Page II Page 11 Page 12

I WHY DID I GET THIS NOTICE? I 6. This Notice is being sent to you pursuant to an Order of the United States District Court for the Southern District of Florida

because you or someone in your family may have purchased MasTec common stock during the Settlement Class Period. The Court has

directed us to send you this Notice because, as a potential Settlement Class Member, you have a right to know about your options prior to

the trial or settlement of this case. Additionally, you have the right to understand how a class action lawsuit may generally affect your

legal rights. If the Court approves the Settlement, after any objections and appeals are resolved, a claims administrator selected by Lead

Plaintiffs and approved by the Court will make payments pursuant to the Settlement.

7. In a class action lawsuit, the Court selects one or more people, known as class representatives, to sue on behalf of all people with

similar claims, commonly known as the class or the class members. By Order dated August 10, 2004, the Court appointed Arkansas

Teacher Retirement System and Alex Mcruelo Living Trust to serve as "Lead Plaintiffs" under a federal law relating to lawsuits such as

this one, and approved the selection by Lead Plaintiffs of the law firms of Bernstein Litowitz Berger & Grossmann LLP ("Bernstein Litowitz") and Yourman Alexander & Parekh LLP ("Yourman Alexander") to serve as Lead Plaintiffs' Counsel in the Litigation. A class

action is a type of lawsuit in which the claims of a number of individuals are resolved together, thus providing the class members with

both consistency and efficiency. Once the class is certified, the Court must resolve all issues on behalf of the class members, except for

those, Case 1:04-cv-20886-FAM Documentthe class.

131 (For

Entered more information

on FLSD 011 excluding

Docket

yourselt

07/05/2006

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of p l easerea d"WhatIfIDoNot WantTocA

below.)

S.TheCourtinchargeofthiscaseistheUnitedStatesDistrictCourtfortheSouthernDistrictof

79

In re MasTec, Inc Securities LitigcltiO'l. The Judge presiding over this case is the Honorable Federico A.

Moreno, United States District

Judge (the "Court") The people who are suing are called plaintiffs and those who are being sued are called defendants. In this case, the

plaintiffs are referred to as Lead Plaintiffs, Ofl behalf of themselves and the Settlement Class, and Defendants are MasTec, as well as

be referred to as the "Individual Defendants" Austin J Shanfekel, Donald P. Weinstein and Jorge Mas Jr., who may

9

This Notice explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how

to get them. The purpose of this Notice i s to

action, how y posed Settlement. ou might be affected and how to

s to info you of this case, that it is a c

exclude yourself from the Settlement if that is your preference. It also is being sent to inform you of the terms of the pro

and of a hearing to he held by the Court

d adequacy of the proposed Settlement and the to consider the fairness, reasonableness,

application by Lead Plaintiffs' Counsel for attorneys' fees and re

including lost wage (the

s directly relating reimbursement of litigation expenSes

to the representation of the Settlement Class to any Lead Plaintiff serving on behalf of the Settlement Class, and interest thereon

"Final Approval Hearing").

10 The Final Approval Hearing will be held at - _.m. on ___________, 2006, before the Honorable Federico A Moreno, at the

United States District Court for the Southern District of Florida, 99 N.E. 4th Street, Courtroom 4, Miami, FL 33132, to determine:

(i) whether the proposed Settlement is fair, reasonable and adequate and should be approved by the Court;

(ii) whether the claims against Defendants should be dismissed with prejudice as set forth in the Stipulation;

(iii) whether the proposed Plan of Allocation is fair and reasonable and should be approved and

(iv)

whether the application by Lead Plaintiffs' Counsel for an award of attorneys' fees and reimbursement of litigation

expenses, i ncluding lost wages directly relating to the representation of the Settlement Class to any Lead Plaintiff serving

on behalf of the Settlement Class, and interest thereon, should be approved.

11. This Notice does not express any opinion by the Court

concerning the merits of any claim in the lawsuit, and the Court still has

to decide whether to approve the Settlement. If the Court approves the Settlement, payments will be made after appeals. if any, are

resolved, and after the completion of all claims processing. Please be patient

WHAT IS THIS CASE ABOUT? WHAT HAS HAPPENED SO FAR?

12. MasleC is a communications and energy i nfrastructure service provider that designs, builds, installs, maintains and monitors

internal and external networks for telecommunications, broadband, energy and Fortune 1000 Companies and government entities in North America. The Company is headquartered in Col Gables, Florida. Shares of MasTec common stock are listed and trade on the New Coral

York Stock Exchange under the ticker syrthol "MTZ."

13.

In the Litigation, Lead Plaintiffs allege that MasTeC and members of its senior management made false statements between

August 12, 2003 and May II, 2004 regarding the Company's financial performance for the second and third quarters of 2003, which had

the effect of artificially inflating MasTec's stock price. Specifically, Lead Plaintiffs allege that MasTec used millions of dollars in

"unapproved change orders" to artificially inflate revenues of certain unprofitable construction projects during those quarters. Lead

Plaintiffs further allege that MasTec improper l y recognized revenue from fi c titi ous invoices generated at the Company's Canadian

subsidiary. MasTec ultimately restated its prev i ously filed financial results for the second and third quarters of 2003 citing, among other

reasons, the need to reverse previously recognized revenues from change orders and related to certain

ccountiflg i rregularities at its

Canadian facility. Lead Plaintiffs claim that, as a result of several disclosures relating to these alleged improprieties,the price of the

Company's stock declined from appr

oximately $12 per share before the first disclosure on March 10, 2004, to $399 after the alleged

fraud was fully disclosed by the Company on April 13, 2004.

14 Beginning on April 14, 2004, a number of lawsuits were filed on behalf of investors. By Order dated August 10, 2004, the Court

c

onsolidated all of the lawsuits into one action, appointed Lead Plaintiffs and approved Lead Plaintiffs' selection of Lead Plaintiffs'

15.

On October 8, 2004, Lead Plaintiffs filed their Consolidated Amended Settlement Class Action Complaint (the "Amended Counsel. Complaint") asserting claims under § 10(b) and §20(a) of the Securities Exchange Act of 1934, and SEC Rule lob-S promulgated

theunder. against the Company and the Individual Defendants arising from public statements concerning the C ompany's reported

financial results for the second and third quarters of 2003. The allegations in the Complaint werebased upon an investigation conducted by Lead Plaintiffs that included the review of public and non-public information and numerous interviews of witnesses with percipient

knowledge of the facts The Amended Complaint sought to proceed on behalf of a class consisting of all Persons 01 entities who

purchased or otherwise acquired Ma common stock during the period August 12, 2003 through May 11, 2004, inclusive. Defendants moved to dismiss the Amended Complaint under Rule 12(b)(6) of the Federal Rules of Civil Procedure on or about November 17, 2004. Lead Plaintiffs opposed the motion on December 8, 2004, and Defendants filed their reply in further support of the motion to dismiss on December 23, 2004. Thereafter, Lead Plaintiffs sought leave to amend the Amended Complaint, and the Court ordered on February 17, 2005, that Lead Plaintiffs would further amend the Amended Complaint without a ruling on Defendants' motion to dismiss On February 22, 2005, Lead Plaintiffs filed their Consolidated Second Amended Class Action Complaint (the "Second Amended Complaint") which set forth additional detailed findings from Lead Plaintiffs' investigation Defendants subsequently moved to dismiss the Second Amended Complaint under Rule 12(b)(6) of the Federal Rules of Civil Procedure. On AuguSt 30, 2005. the Court held a hearing concerning

Defendants' motion and, on September 23, 2005, issued an opinion denying the motion to dismiss in its entirety.

16. Lead Plaintiffs' Counsel has conducted extensive informal and formal discovery

0 this Lit i gat ion , i ncluding (t) a review and

analysis of MasTec's public disclosures (to the Securities and Exchange Commission and otherwise); (ii) an analysis of MasTeC's

financial statements; (iii) interviewing numerous witnesses with percipient knowledge of the facts, and also obtaining and reviewing over two Case 1:04-cv-20886-FAM Document 131 Entered on FLSD Docket 07/05/2006 of 79 i th

damages, accounting and construction industry experts; (v) deposition discovery; and (vi) extensive research of the applicable law with

respect to the claims asserted in the pleadings and Defendants' potential defenses thereto.

17. The Settlement proposed in the Stipulation was achieved after intense arm's-length negotiations, which included two mediations between the parties. The first mediation took place on November 7, 2005, before the Hon. Gerald T. Wetherington, former Chief Judge of

the Eleventh Judicial Circuit of Florida. The second mediation took place on April 3, 2006, before the Hon. Daniel Weinstein, former

Judge of the Superior Court of San Francisco. During these negotiations, counsel for Lead Plaintiffs and for Defendants presented,

among other things, their respective views regarding the merits of the Litigation including, the defenses, the claims and the damages

sought in the Litigation. In addition, several telephonic and written communications between counsel were exchanged in order to finalize

the principal terms of the Settlement, which were set forth in an Agreement to Settle Class Action, executed on April 10, 2006.

HOW DO I KNOW IF I AM PART OF THE SETTLEMENT"

18. If you are a Member of the Settlement Class, you are subject to the Settlement whether or not you submit a Claim Form unless

you timely request to be excluded. The Settlement Class consists of all Persons who purchased or otherwise acquired MasTec common

stock during the period August 12, 2003 through May 11, 2004, inclusive. Excluded from the Settlement Class are: (i) Defendants; (ii)

members of the family of each Individual Defendant; (iii) any Person who was an officer or director of MasTec during the Settlement

Class Period; (iv) any firm, trust, corporation, officer, or other entity in which any Defendant had a controlling interest; and (v) the legal

representatives, agents, affiliates, heirs, successors-in-interest or assigns of any such excluded party. The Settlement Class shall also

exclude those Persons who timely request exclusion from the Settlement Class pursuant to this Notice (see "What If I Do Not Want To

Participate In The Settlement? How Do I Exclude Myself," below).

RECEIPT OF THIS NOTICE DOES NOT NECESSARILY MEAN THAT YOU ARE A SETTLEMENT CLASS MEMBER OR ARE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT. IF YOU WISH TO PARTICIPATE IN THE SETTLEMENT, YOU MUST SUBMIT THE ENCLOSED CLAIM FORM POSTMARKED NO LATER THAN

2006.

WHAT RECOVERY DOES THE SETTLEMENT PROVIDE? I 19. The Settlement provides for a recovery of $10,000,000 in cash, which will be deposited into an interest-bearing escrow account

by , 2006. Lead Plaintiffs' Counsel's fees, expenses and costs (including the award of reasonable costs and expenses,

including lost wages, directly relating to the representation of the Settlement Class to any Lead Plaintiff serving on behalf of the Settlement Class) with interest thereon, to the extent allowed by the Court, as well as taxes, notification costs, and administration costs

will be deducted from these Settlement proceeds, and the balance will be distributed to the Settlement Class. The amount of any recovery

will depend on a number of factors, including when and for what price Settlement Class Members purchased and/or sold their MasTec

common stock and the total number of shares for which timely and valid Claim Forms are submitted by Settlement Class Members

("Authorized Claimants") (see "How Much Will My Payment Be," below).

20. Lead Plaintiffs' damages expert estimates that approximately 16.75 million shares of the Company's common stock were traded during the Settlement Class Period and may have been affected by the conduct at issue in the Second Amended Complaint. Thus,

assuming that the owners of all affected shares elect to participate, the average per share recovery from the Settlement Fund would be

approximately $0.60 per affected share before deduction of attorney's fees, costs and expenses as approved by the Court.

WHY IS THERE A SETTLEMENT? I 21. Under the proposed Settlement, the Court will not decide in favor of either Lead Plaintiffs or Defendants. By agreeing to the

Settlement, Lead Plaintiffs and Defendants avoid the costs of further litigation and the risks of a trial, and the Settlement Class Members

are compensated.

22. In light of the amount of the Settlement, and the immediacy of recovery to the Settlement Class, Lead Plaintiffs and Lead

Plaintiffs' Counsel believe that the proposed Settlement is fair, reasonable and adequate, and in the best interests of Settlement Class

Members. Lead Plaintiffs believe that the Settlement provides a substantial benefit, namely at least $10,000,000 in cash, less the various

deductions described in this Notice, as compared to the risk that all or some of the claims in the Litigation could have been dismissed in

response to Defendants' anticipated motions for summary judgment, or the risk that a similar, smaller, or no recovery would be achieved

after a trial and appeals, possibly years in the future, in which Defendants would have the opportunity to assert substantial defenses to the claims asserted against them. In addition, Lead Plaintiffs and Lead Plaintiffs' Counsel considered the Company's current and anticipated

financial condition, and the extent of its applicable insurance, which, in their view, limited the amount that might have been recovered for

the Settlement Class after trial.

WHAT MIGHT HAPPEN IF THERE WAS NO SETTLEMENT? I 23. If there was no Settlement and Lead Plaintiffs failed to establish any essential legal or factual element of its claims, neither Lead

Plaintiffs nor the Settlement Class would recover anything from Defendants. Also, if Defendants were successful in proving any of their

defenses, the Settlement Class likely would recover substantially less than the amount provided in the Settlement, or nothing at all.

I Case 1:04-cv-20886-FAM Document 131 Entered on FLSD Docket 07/05/2006 of 79 24. Lead Plaintiffs' Counsel have not received any payment for their services in pursuing claims against Defendants on behalf of the

Settlement Class, nor have they been reimbursed for their out-of-pocket expenses. in connection with the application for Court approval of the Settlement, Lead Plaintiffs' Counsel intend to apply to the Court for an award of attorneys' fees in the amount of 27.5% of the Settlement Fund net of Court-approved expenses. The amount of fees sought by Lead Plaintiffs' Counsel in the fee application is pursuant to the terms of an agreement negotiated and entered into with Lead Plaintiffs. Lead Plaintiffs have reviewed the fee application and have determined that it is fair and reasonable.

25. Lead Plaintiffs' Counsel also intend to apply for reimbursement of litigation expenses in an amount not to exceed $555,000. if the application for attorneys' fees, reimbursement of litigation expenses is approved by the Court, the average cost per affected share would be approximately $0.19. THE COURT HAS NOT EXPRESSED ANY OPINION ON THE APPLICATION FOR ATTORNEYS' FEES AND REIMBURSEMENT OF LITIGATION EXPENSES (see "How Will the Lawyers Be Paid," below).

WHY HAVE DEFENDANTS AGREED TO THE SETTLEMENT?

26. Defendants deny that they have engaged in any wrongdoing, violated any law or breached any duty, and deny that the claims asserted against them in the Second Amended Complaint have any merit. Defendants believe that they have substantial defenses to all of those claims. However, Defendants consider it desirable, and in their best interests, that the claims against them be dismissed on the terms set forth in the Stipulation to avoid further expense and protracted litigation, taking into account the uncertainty and risks inherent in any litigation. The Settlement is not evidence of, an admission of, or a concession by any of the Defendants of any fault or liability whatsoever, or any infirmity in any defenses they have asserted or intended to assert in the Litigation.

I WHAT LED UP TO THE SETTLEMENT?

27. The Settlement resulted from over two years of litigation and extensive arm's-length negotiations among Lead Plaintiffs, Lead Plaintiffs' Counsel and counsel for Defendants. Several settlement discussions took place, including two formal and additional informal mediation sessions conducted by two professional mediators, the Hon. Gerald T. Wcrthington, former Chief Judge of the Eleventh Judicial Circuit of Florida, and the Hon. Daniel Weinstein, former Judge of the Superior Court of San Francisco, which ultimately resulted in an agreement to settle the claims asserted in the Litigation.

WHAT ARE THE LEAD PLAINTIFFS' REASONS FOR THE SETTLEMENT?

28. Lead Plaintiffs and Lead Plaintiffs' Counsel believe that the claims asserted against Efendants have merit. However, they recognize the expense and length of continued proceedings necessary to pursue their claims against Defendants through trial and appeals. Lead Plaintiffs and Lead Plaintiffs' Counsel also have taken into account the possibility that the claims asserted in the Second Amended Complaint might have been dismissed in response to Defendants' anticipated motions for summary judgment, and have considered issues that would have been decided by a jury in the event of a trial of the Litigation, including whether Defendants acted with an intent to mislead investors, whether the alleged misrepresentations or omissions were material to investors, whether any loss was caused by the alleged misrepresentations or omissions, and the amount of any damages. Lead Plaintiffs and Lead Plaintiffs' Counsel also have considered the uncertain outcome and trial risk in complex lawsuits like this one. In addition, Lead Plaintiffs and Lead Plaintiffs' Counsel considered the Company's current and anticipated financial condition, and the extent of its applicable insurance and the likely depletion of that insurance following additional litigation. Lead Plaintiffs believe that a recovery now will provide an immediate benefit to Settlement Class Members, which is superior to the risk and delay of proceeding with the Litigation. Considering these factors, and balancing them against the certain and substantial benefits that the Settlement Class will receive as a result of the Settlement, Lead Plaintiffs and Lead Plaintiffs' Counsel determined that the Settlement described herein is fair, reasonable and adequate, and that it is in the best interests of the Settlement Class to settle the claims against Defendants on the terms set forth in the Stipulation and this Notice.

HOW MUCH WILL MY PAYMENT BE?

THE PROPOSED PLAN OF ALLOCATION: GENERAL PROVISIONS

29. The Settlement will provide for a Settlement Fund of at least $10,000,000 in cash. MasTec and its insurers will have deposited

that amount by ,2006 into an interest-bearing escrow account.

30. After approval of the Settlement by the Court and upon satisfaction of the other conditions to the Settlement, the Net Settlement Fund will be distributed to Authorized Claimants in accordance with the Plan of Allocation described below.

31. The Settlement Fund will be distributed as follows:

(i) First, to pay all federal, state and local taxes on any income earned by the Settlement Fund and to pay the reasonable costs incurred in connection with determining the amount of, and paying, taxes owed by the Settlement Fund (including reasonable expenses of tax attorneys and accountants);

(ii) To pay costs and expenses in connection with providing Notice to Settlement Class Members and administering the Settlement on behalf of Settlement Class Members;

(iii) To reimburse Lead Plaintiffs' Counsel for, and to pay, costs and expenses incurred by Lead Plaintiffs' Counsel in connection with, commencing and prosecuting the Litigation, with interest thereon, if and to the extent allowed by the Court;

(iv) To pay Lead Plaintiffs' Counsel's attorneys' fees, to the extent allowed by the Court; and

(v) Subject to an Order of the Court granting approval of the Settlement and the Plan of Allocation (or such other allocation plan Case 1:04-cv-20886-FAM Document 131 Entered on FLSD Docket 07/05/2006 of 79 has expired, or if the Order is appealed, that appeal is either decided without causing a material change in the Order or upheld on appeal and no longer subject to appellate review by further appeal or writ of certiorari) the balance of the Net Settlement Fund shall be distributed to Authorized Claimants in accordance with the Plan of Allocation.

32. There will be no distribution of the Net Settlement Fund until a Plan of Allocation is finally approved, and the time lbr any petition for rehearing, appeal or review, whether by certiorari or otherwise, has expired.

33. Defendants are not entitled to get back any portion of the Settlement Fund once the Court's Order approving the Settlement becomes final. Moreover, Defendants have no liability, obligation or responsibility for the administration of the Settlement or disbursement of the Net Settlement Fund or the Plan of Allocation.

34. Approval of the Settlement is independent from approval of the Plan of Allocation. Any determination with respect to the Plan of Allocation will not affect the Settlement, if approved.

35. Only those Settlement Class Members who purchased MasTec common stock during the Settlement Class Period, held such common stock through May 11, 2004; or if purchased from August 12, 2003 through and including March 9, 2004 and held until after March 9, 2004; or if purchased from March 10, 104 through and including March 16, 2004 and held until after March 16, 2004; or if purchased on March 17, 2)04 and held until after March 17, 2004; or if purchased on March 18, 2004 through and including April 12, 2004 and held until after April 12, 2004; or if purchased from April 13, 2004 through and including May 10, 2004 and held until after May 10, 2004, AND WERE DAMAGED will be eligible to share in the distribution of the Net Settlement Fund. Each person wishing to participate in the distribution must timely submit a valid Claim Form and all required documentation postmarked no later than

2006, to the address set forth in the Claim Form that accompanies this Notice. Unless otherwise ordered by the Court, any Settlement Class Member who fails to submit a Claim Form postmarked no later than , 2006 shall be forever barred from receiving payments pursuant to the Settlement set forth in the Stipulation but will in all other respects be subject to the provisions of the Stipulation, including the terms of any Judgment entered and releases given. This means that each Settlement Class Member releases the Released Claims against Defendants and is enjoined and prohibited from filing, prosecuting, or pursuing any of the Released Claims against any of the Defendants regardless of whether or not such Settlement Class Member submits a Claim Form.

36. The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the Claim of any Settlement Class Member. The Court also reserves the right to modify the Plan of Allocation without further notice to Settlement Class Members. Payment pursuant to the Plan of Allocation approved by the Court shall be conclusive against all Authorized Claimants. No person shall have any claim against Lead Plaintiffs, Lead Plaintiffs' Counsel or the Claims Administrator or other agent designated by Lead Plaintiffs' Counsel based on the distributions made substantially in accordance with the Stipulation and the Settlement contained therein, the Plan of Allocation, or further orders of the Court.

THE PROPOSED PLAN OF ALLOCATION: CALCULATION OF LOSS AMOUNT

37. A "Loss Amount" will be calculated for each purchase of Maslec common stock that is listed in the Claim Form, and for which adequate documentation is provided. The calculation of the Loss Amount will depend upon several factors, including when the shares of MasTec common stock were purchased and whether they were held until the conclusion of the Settlement Class Period or sold during the Settlement Class Period, and if so, when they were sold.

38. Information Reguired on the Claim Form: Each Claim Form must indicate each Authorized Claimant's position in MasTec common stock as of the close of trading on August II, 2003, the day before the first day of the Settlement Class Period, and the closing position in MasTec common stock as of the close of trading on May II, 2004, the last day of the Settlement Class Period. Each Claim Form also must list all transactions in MasTec common stock, including all purchases and sales, made during the Settlement Class Period.

BASIS FOR CALCULATION OF LOSS AMOUNT

39. Loss Amounts are based on the level of alleged artificial inflation in the price of MasTce common stock, as determined by Lead Plaintiffs' damages expert. Those Loss Amounts will be reduced dollar-for-dollar to the extent that: (i)Maslec common stock was purchased at a price below the lowest reported trading price for MasTec common stock on the date during the Settlement Class Period on which the purchase or acquisition was made (e.g., at a discounted price); or (ii) MasTec common stock was sold at a price above the highest reported trading price for MasTec common stock on the date during the Settlement Class Period on which the sale was made.

40. Lead Plaintiffs' damages expert calculated the reasonable dollar amount of alleged artificial inflation for MasTec common stock for each day in the Settlement Class Period that, in its opinion, was attributable to the alleged wrongdoing. Lead Plaintiffs' expert analyzed the market price reaction to public disclosures that revealed or described the alleged misrepresentations or their effects. Further, Lead Plaintiffs' expert measured the dollar price decline associated with each particular disclosure, adjusted that price reaction to eliminate the effects, if any, attributable to general market or industry conditions, and used standard statistical techniques to ensure that the price reaction was statistically significant (i.e., greater than the normal variation in the price). Lead Plaintiffs' expert thus isolated the price effect that it reasonably believed was caused by the alleged fraud. In addition, Lead Plaintiffs' damages expert also analyzed the market price reaction to Maslec's earnings announcements throughout the Settlement Class Period to determine if any were associated with statistically significant stock price increases. Lead Plaintiffs' expert thus isolated the price effect that it reasonably believed was caused by inflationary statements that increased the alleged artificial inflation present in the market price of MasTec common stock.

41. By accumulating the total isolated market reaction attributable to each public disclosure of the alleged fraud, Lead Plaintiffs' damages expert determined, in its expert opinion, the reasonable dollar amount of total artificial inflation in the market price of MasTec common stock on March 9, 2004, the day before the first partial disclosure of the alleged fraud, and on May 11, 2004, the last day of the Settlement Class Period. Based on the isolated market reaction attributable to each allegedly inflationary statement and public disclosure

of the alleged fraud, Lead Plaintiffs' damages expert determined, in its expert opinion, the reasonable dollar amount of artificial inflation in Case 1:04WcNW20886WFAM Document 131 Entered on FLSD Docket 07/05/2006 of 79

SPECIFIC LOSS AMOUNTS

42. Specific Loss Amounts will be calculated as follows:

A. Introductory Provisions:

To receive a distribution from the Net Settlement Fund, all Persons must:

(i) Establish membership in the Settlement Class;

(ii) Complete a valid Claim Form and supply all required documentation;

(iii) Submit the completed Claim Form and documentation so that it is postmarked for mailing to the Claims Administrator no later than

B. Calculation of Recognized Loss for Claims:

A "Recognized Loss" will be calculated for each purchase of MasTec common stock that is listed in the Claim Form, and for which adequate documentation is provided. The calculation of the Recognized Loss will depend upon several factors, including:

(i) When each share of MasTec common stock was purchased; and

(ii) Whether each share of MasTcc common stock was held until May 11, 2004, or whether it was sold during the Settlement Class Period, and if so, when it was sold.

C. Basis for Calculation of Recognized Loss:

Recognized Losses are based on the level of alleged artificial inflation in the prices of MasTec common stock, as estimated by Lead Plaintiffs' damages expert. Lead Plaintiffs' damages expert measured the price reaction associated with each particular disclosure, then used standard statistical techniques to ensure that the price reaction was statistically significant, and if significant, adjusted that price reaction to eliminate the effects, if any, attributable to general market conditions. Then, Lead Plaintiffs' expert isolated the price effect that the expert reasonably believed was caused by the alleged fraud. This enabled Lead Plaintiffs' damages expert to calculate the reasonable amount of alleged artificial inflation in the prices of MasTec common stock during the Settlement Class Period that was attributable to the alleged wrongdoing.

For all shares of MasTec common stock that (i) were purchased from August 12, 2003 through and including March 9, 2004, and that were sold on or before March 9, 2004; (ii) were purchased from March 10, 2004 through and including March 16, 2004 and that were sold on or before March 16, 2004; (iii) were purchased on March 17, 2004 and that were sold on March 17, 2004; (iv) were purchased on March 18, 2004 through and including April 12, 2004 and that were sold on or before April 12, 2004; (v) were purchased from April 13, 2004 through and including May 10, 2004 and sold on or before May 10, 2004; and were purchased on May 11, 2004 and sold thereafter, the Recognized Loss per share is $0. This determination was made because the purchase and the sale occurred with the same disclosure deficiencies. Thus, any losses that Settlement Class Members may have suffered with respect to shares that were purchased or acquired within the sub-periods described above and that were sold within the same sub-period were not related to the alleged misstatements or omissions and are not compensable through an action for violation of the securities laws.

D. Recognized Gains and Losses:

(i) Shares of MasTec common stock that were purchased during the Settlement Class Period and held until the close of trading on May 10, 2004:

1. For each share of MasTec common stock that was purchased from August 12, 2003 through and including March 9, 2004 that was retained at the close of trading on May ID, 2004, the Recognized Loss per share is $4.49, which is the dollar amount of inflation at the time of purchase as determined by Lead Plaintiffs' damages expert.

2. For each share of MasTec common sock that was purchased from March 10, 2004 through and including March 16, 2004 that was retained at the close of trading on May 10, 2004, the Recognized Loss per share is $3.63, which is the dollar amount of inflation at the time of purchase as determined by Lead Plaintiffs' damages expert.

3. For each share of MasTec common stock that was purchased on March 17, 2004 that was retained at the close of trading on May 10, 2004, the Recognized Loss per share is $2.90, which is the dollar amount of inflation at the time of purchase as determined by Lead Plaintiffs' damages expert.

4. For each share of MasTec common stock that was purchased from March 18, 2004 through and including April 12, 2004 that was retained at the close of trading on May 10, 2004, the Recognized Loss per share is $1.85, which is the dollar amount of inflation at the time of purchase as determined by Lead Plaintiffs' damages expert.

5. For each share of MasTec common stock that was purchased from April 13, 2004 through and including May 10, 2004 that was retained at the close of trading on May 10, 2004, the Recognized Loss per share is $1.33, which is the dollar amount of inflation at the time of purchase as determined by Lead Plaintiffs' damages expert.

(ii) Shares of MasTec common stock that xwre purchased on or after August 12, 2003 but before the close of trading on March 9, and sold before the close of trading on May 10, 2004:

For each share of MasTec common stock that was purchased on or after August 12, 2003 but before the close of trading on March 9, 2004, and sold on or before the close of trading on March 16, 2004, the Recognized Loss per share is the lesser of (a) $0.86, which is the amount by which the artificial inflation at the time of purchase ($4.49), as determined by Lead Plaintiffs' damages expert, exceeds the artificial inflation on the date the share was sold ($3.63) as determined by Lead Plaintiffs' damages expert; or (b)the amount by which the actual purchase price per share exceeds the actual sales price per share.

Case 1:04-cv-20886-FAM Document 131 Entered on FLSD Docket 07/05/2006 of 79 ' which is the amount by which the artificial inflation at the time of purchase ($4.49), as determined by Lead Plaintiffs' damages expert, exceeds the artificial inflation on the date the share was sold ($2.90) as determined by Lead Plaintiffs' damages expert; or (b)the amount by which the actual purchase price per share exceeds the actual

sales price per share. 3. For each share of MasTec common stock that was purchased on or after August 12, 2003 but before the close of

trading on March 9, 2004, and sold from March 18, 2004 through the close of trading on April 12. 2004, the Recognized Loss per share is the lesser of (a) $2.64, which is the amount by which the artificial inflation at the time of purchase ($4.49), as determined by Lead Plaintiffs' damages expert, exceeds the artificial inflation on the date the share was sold ($1.85) as determined by Lead Plaintiffs' damages expert; or (b)the amount by which the actual purchase price per share exceeds the actual sales price per share.

4 For each share ofMasTec common stock that was purchased on or after August 12, 2003 but before the close of trading on March 9, 2004, and sold from April 13, 2004 through the close of trading on May 10, 2004, the Recognized Loss per share is the lesser of (a) $3.16, which is the amount by which the artificial inflation at the time of purchase ($4.49), as determined by Lead Plaintiffs' damages expert, exceeds the artificial inflation on the date the share was sold ($1.33) as determined by Lead Plaintiffs' damages expert; or (h)the amount by which the actual purchase price per share exceeds the actual sales price per share.

(iii) Shares of MasTec common stock that vere purchased from vhrch 10, 2004 but before the close of trading on

March 16, 2004 , and sold before the close of trading on May 10, 2004: I. For each share of MasTec common stock that was purchased on or after March 10, 2004 but before the close of

trading on March 16, 2004 and sold on March 17, 2004 before the close of trading, the Recognized Loss per share is the lesser of (a) $0.72, which is the amount by which the artificial inflation at the time of purchase ($3.63), as determined by Lead Plaintiffs' damages expert, exceeds the artificial inflation on the date the share was sold ($2.90) as determined by Lead Plaintiffs' damages expert; or (b)the amount by which the actual purchase price per

share exceeds the actual sales price per share. 2 For each share of MasTec common stock that was purchased on or after March 10, 2004 but before the close of

trading on March 16, 2004 and sold from March 18, 2004 through April 12, 2004 before the close of trading, the Recognized Loss per share is the lesser of (a) $1.78, which is the amount by which the artificial inflation at the time of purchase ($3.63), as determined by Lead Plaintiffs' damages expert, exceeds the artificial inflation on the date the share was sold ($1.85) as determined by Lead Plaintiffs' damages expert; or (b)the amount by which the actual purchase price per share exceeds the actual sales price per share.

3 For each share of MasTec common stock that was purchased on or after March 10, 2004 but before the close of trading on March 16, 2004 and sold from April 13, 2004 through May 10, 2004 before the close of trading, the Recognized Loss per share is the lesser of (a) $2.30, which is the amount by which the artificial inflation at the time of purchase ($3.63), as determined by Lead Plaintiffs' damages expert, exceeds the artificial inflation on the date the share was sold ($1.3) as determined by Lead Plaintiffs' damages expert; or (b)the amount by which the actual purchase price per share exceeds the actual sales price per share.

(iv) Shares of MasTec common sock that re purchased on March 17, 2004 and sold before the close of trading on

May 10, 2004: I. For each share of MasTec common stock that was purchased on March 17, 2004 and sold from March 18, 2004

through April 12, 2004 before the close of trading, the Recognized Loss per share is the lesser of (a) $1.05, which is the amount by which the artificial inflation at the time of purchase ($2.90), as determined by Lead Plaintiffs' damages expert, exceeds the artificial inflation on the date the share was sold ($1.85) as determined by Lead Plaintiffs' damages expert; or (b) the amount by which the actual purchase price per share exceeds the actual sales

price per share. 2. For each share of MasTec common stock that was purchased on March 17, 2004 and sold from April 13, 2004

through May 10, 2004 before the close of trading, the Recognized Loss per share is the lesser of(a)$l.57 which is the amount by which the artificial inflation at the time of purchase ($2.90), as determined by Lead Plaintiffs' damages expert, exceeds the artificial inflation on the date the share was sold ($1.33) as determined by Lead Plaintiffs' damages expert; or (b) the amount by which the actual purchase price per share exceeds the actual sales

price per share.

(v) Shares of MasTec common stock that were purchased from March 18, 2004 but before the close of trading on April 12,

2004, and sold before the close of trading on May 10, 2004: For each share of MasTec common stock that was purchased on or after March 18, 2004 but before the close of trading on April 12, 2004 and sold from April 13, 2004 through May 10, 2004 the Recognized Loss per share is the lesser of (a) $0.52, which is the amount by which the artificial inflation at the time of purchase ($1.85) as determined by Lead Plaintiffs' damages expert, exceeds the artificial inflation on the date the share was sold ($1.33) as determined by Lead Plaintiffs' damages expert; or (b) the amount by which the actual purchase price per share exceeds the actual sales price per share

E. General Provisions: (i) The Net Settlement Fund will be allocated among all eligible Settlement Class Members.

Case(ii) Each Authorized Claimant shall recover his or her Recognized Loss, However in the event that the sum total of 1:04-cv-20886-FAM

Document 131 Entered on FLSD Docket 07/05/2006 of 79

Net Settlement Fund, each such Authorized Claimant shall receive his/her pro raw share of the Net Settlement Fund, which shall be his/her Recognized Loss divided by the total of all Recognized Losses to be paid from the Net Settlement Fund, multiplied by the total amount in the Net Settlement Fund. The proration l'actor applied to the Authorized Claims of Settlement Class Members will be based on the amount in the Net Settlement Fund available to satisfy those claims, as set fbrth in TI, above.

(iii) If the Net Settlement Fund exceeds the sum total amount of the Recognized Losses of all Authorized Claimants entitled to receive payment out of the Net Settlement Fund, the excess amount in the Net Settlement Fund shall be distributed pro rata to all Authorized Claimants entitled to receive payment out of the Net Settlement Fund.

(iv) Each Authorized Claimant will be required to provide proof of' his or her ownership position(s) in MasTec common stock as ol'the close of trading on August 11, 2003 and on May 11, 2004. Each Claim Form also must list a// transactions in MasTec common stock, including all purchases and sales, made during the Settlement Class Period (August 12, 2003 through and including May 11, 2004).

(v) For Settlement Class Members who conducted multiple transactions in MasTec common stock during the Settlement Class Period:

a. The earliest subsequent sale shall be matched first against those shares in the Authorized Claimant's opening position on the first day of the Settlement Class Period, and then matched chronologically thereafter against each purchase or acquisition made during the Settlement Class Period;

b. Aggregate Recognized Losses for each Settlement Class Member will then be calculated by accumulating, for each respective transaction, the product of the Recognized Losses per share by the respective number of shares of MasTec common stock purchased by the Settlement Class Member during the Settlement Class Period, as set forth above;

c. Aggregate Recognized Gains, which are the amounts by which artificial inflation at the time of a sale exceeds artificial inflation at the time of the related purchase, for each Settlement Class Member will be calculated by accumulating, for each respective purchase and sale transaction, the product of the Recognized Gains per share by the respective number of shares of MasTee common stock purchased by the Settlement Class Member during the Settlement Class Period and subsequently sold during the Settlement Class Period;

d. Aggregate Recognized Gains shall then be deducted from Aggregate Recognized Losses for each Settlement Class Member to determine the Aggregate Net Recognized Loss for the Authorized Claimant;

e. All market profits, defined as the amount by which the actual sale price of MasTee common stock is greater than the actual purchase or acquisition price of MasTec common stock, shall be subtracted from all market losses, defined as the amount by which the actual purchase or acquisition price of MasTec common stock is greater than the actual sale price of MasTec common stock, to determine the net market profit/loss of each Settlement Class Member; and

F. The Claim of each Settlement Class Member shall equal the lesser of his, her or its: (i)Aggregate Net Recognized Loss, except il'the Settlement Class Member has an Aggregate Net Recognized Gain, the value of the Claim shall be zero; and (ii) net market losses, except if the Settlement Class Member had a net market profit, the value of the Claim shall be zero.

(vi) If the Authorized Claimant acquired MasTec common stock during the Settlement Class Period by means of a gift, inheritance or operation of law, the Authorized Claimant's Recognized Loss will be computed by using the price of such security on the original date of purchase, and not the date of transfer, unless the transfer resulted in a taxable event or other change in the cost basis of the security. To the extent that MasTec common stock was originally purchased prior to commencement of the Settlement Class Period, and there was no such taxable event or change in cost basis at the time of transfer, the Authorized Claimant's Recognized Loss for that acquisition shall be zero.

(vii) A payment to any Authorized Claimant of less than $lO in total will not be included in the calculation and will not be distributed.

I WHAT RIGHTS AM I GIVING UP BY AGREEING TO THE SETTLEMENT?

43. If the Settlement is approved, the Court will enter a judgment (the "Judgment"). The Judgment will dismiss the claims against Defendants with prejudice and provide that Lead Plaintiffs and all other Settlement Class Members, except those who validly and timely requested to be excluded from the Settlement Class, shall upon the Effective Date of the Settlement, be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, waived, discharged and dismissed any and all Released Claims, including "Unknown Claims" (as defined in the Stipulation), against the Released Persons (as defined in the Stipulation) and any claims or potential claims that could be asserted in connection with the Litigation or Released Claims.

44, "Released Claims" means and includes any and all claims, actions, causes of action, demands, allegations, rights and liabilities, including Unknown Claims, whether based upon statutory or common law, whether class or individual in nature, known or unknown, concealed or hidden, that have been or could have been asserted against the Released Persons in the Litigation by or on behalf of the Lead Plaintiffs or any Settlement Settlement Class Member in connection with the purchase of MasTec common stock during the Settlement Class Period, based on, arising out of, or related to the facts, transactions, events, occurrences, acts, disclosures, statements, omissions or failures to act that were or could have been alleged in the Litigation.

45. The Judgment also will provide that Defendants and any of the other Released Parties shall each he deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, waived, and discharged all claims, whether known or unknown (including Unknown Claims), and whether arising under federal state or any other law, which have been, or could have been, asserted in the Litigation or in any court or forum, by Defendants, or any of them, against any of the Lead Plaintiffs, all plaintiffs' counsel, and/or

any of Case iwhicb

2 s

u f o rte in any wa to the institution, maintenance, or settlement of the Litigation, except claims

relating toc Document 131 Entered on FLSD Docket 07/05/2006 of 79

indemnification against any party relating to the facts of this action, provided, however, that claims by Individual Defendants against

MasTec for defense costs and claims by the Defendants against their D&O carriers are not barred.

HOW WILL THE LAWYERS BE PAID?

46. At the Settlement Hearing described below, or at such other time as the Court may direct, Lead Plaintiffs' Counsel intend to

apply to the Court for an award of attorneys' fees in the amount of 27.5% of the Settlement Fund net of Court-approved expenses. Lead Plaintiffs' Counsel are applying for a fee pursuant to an agreement negotiated and entered into with Lead Plaintiffs. Lead Plaintiffs have

reviewed the fee application and have determined that it is fair and reasonable. Lead Plaintiffs' Counsel also intend to apply for

reimbursement of litigation expenses incurred in connection with the Litigation, in an amount not to exceed $555,000.

47. To date, Lead Plaintiffs' Counsel have not received any payment for their services in prosecuting this Litigation on behalf of the

Settlement Class, nor have Lead Plaintiffs' Counsel been reimbursed for their out-of-pocket expenses. The fee requested by Lead

Plaintiffs' Counsel would compensate them for their efforts in achieving the Settlement for the benefit of the Settlement Class, and for

their risk in undertaking this representation on a contingency basis. The fee requested is within the range of fees awarded under similar

circumstances in litigation of this type. The Court will determine the amount of the award.

HOW DO I PARTICIPATE IN THE SETTLEMENT? WHAT DO I NEED TO DO?

48. For settlement purposes only, the Court has certified this action as a class action. If you purchased MasTec common stock

during the period from August 12, 2003 through and including May 11,2004, and you are not excluded by the definition of the Settlement

Class and do not elect to exclude yourself, then you are a Settlement Class Member, and you will be bound by the proposed Settlement provided for in the Stipulation, in the event it is approved by the Court, as well as by any judgment or determination of the Court affecting

the Settlement Class. Unless otherwise provided by the Court, any Settlement Class Member who fails to submit a Claim Form

postmarked no later than , 2006 shall be forever barred from receiving any payments pursuant to the Settlement set forth in

the Stipulation but will in all other respects be subject to the provisions of the Stipulation, including the terms of any judgments entered

and the releases given.

49. If you wish to remain a Settlement Class Member, you may be eligible to share in the proceeds of the Settlement, provided that

you timely submit an acceptable Claim Form. The Claim Form must be supported by such documents as specified in the Claim Form. The Claim Form is enclosed Extra copies of the Claim Form may be obtained from the Claims Administrator at the website noted below

or downloaded from Lead Plaintiffs' Counsels' websites at www.blblaw.comor www.yaplaw.com

50 The Court may disallow or adjust the Claim of any Settlement Class Member. The Court also may modify the Plan of Allocation

without further notice to the Settlement Class. Payments pursuant to the Plan of Allocation, as approved by the Court, will be conclusive

against all Authorized Claimants. No Ibrson shall have any claim against Lead Plaintiffs, Lead Plaintiffs' Counsel or the Claims Administrator, or any other agent designated by Lead Plaintiffs' Counsel, based on the distributions made substantially in accordance with

the Stipulation and the Settlement, the Ran of Allocation or further orders of the Court. Each Claimant shall be deemed to have

submitted to the jurisdiction of the United States District Court for the Southern District of Florida with respect to his, her or its Claim

Form.

51. As a Settlement Class Member, you are represented by Lead Plaintiffs and Lead Plaintiffs' Counsel, unless you enter an

appearance through counsel of your own choice at your own expense. You are not required to retain your own counsel, but if you choose to do so, such counsel must file an appearance on your behalf and must serve copies of such appearance on the attorneys listed in the

section entitled, "When and Where Will the Court Decide Whether to Approve the Settlement," below.

52. If you do not wish to remain a Settlement Class Member, you may exclude yourself from the Settlement Class by following the

instructions in the section entitled, "What If! Do Not Want To Be A Part Of The Settlement? How Do I Exclude Myself," below.

53 If you object to the Settlement or any of its terms, the proposed Plan of Allocation, or Lead Plaintiffs' Counsel's application for

attorneys' fees and reimbursement of litigation expenses, and if you do not exclude yourself from the Settlement Class, you may present

your objections by following the instructions in the section entitled, "When and Where Will the Court Decide Whether to Approve the

Settlement," below.

WHAT IF I DO NOT WANT TO BE A PART OF THE SETTLEMENT? HOW DO I EXCLUDE MYSELF?

54. Each Settlement Class Member will be bound by all determinations and judgments in this lawsuit concerning the Settlement,

whether favorable or unfavorable, unless such Person mails, by first class mail, a written Request for Exclusion from the Settlement Class,

addressed to in re MasTec, Inc Securities Litigation - EXCLUSIONS, - do Berdon Claims Administration LLC, P.O. Box 9014, Jericho,

NY 11753-8914 Tel: (800) 766-3330, Fax: (516) 931-0810, website: www,berdonIIp.comJcIairn, postmarked no later than

2006. You will not be able to exclude yourself from the Settlement Class after that date. Each Request for Exclusion

must set forth the name and address of the person or entity requesting exclusion; must state that such Person "requests exclusion from the

Settlement Class in In re MasTec, Inc. Securities Litigation, No. 04 Civ, 20886 (FAM)"; be signed by such Person; and provide a

telephone number, and the date(s), price(s), and number(s) of shares of all purchases and sales of MasTec common stock during the

Settlement Class Period. Requests for Exclusion will not be valid if they are not made within the time stated above, unless the Requests

for Exclusion are otherwise accepted by the Court.

55. If a Settlement Class Member requests to be excluded from the Settlement Class, that Settlement Class Member will not receive any Case 1:04-cv-20886-FAM Document 131 Entered on FLSD Docket 07/05/2006 of 79

WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE SETTLEMENT?

DO I HAVE TO COME TO THE HEARING? MAY I SPEAK AT THE HEARING IF I DON'T LIKE THE SETTLEMENT?

If you do not wish to object to the proposed Settlement, the application for attorneys' fees and reimbursement of litigation expenses, and/or the proposed Plan of Allocation, you need not attend the Final Approval Hearing.

56. The Final Approval Hearing will be held at rn. on , 2006, before the Honorable Federico A. Moreno, at the

United States District Court for the Southern District of Florida, 99 N.E. 4th Street, Courtroom 4, Miami, FL 33132.

57. Any Settlement Class Member who does not request exclusion postmarked no later than 2006 may appear at the Final Approval Hearing and be heard on any of the matters to be considered at the hearing; provided, however, that no such Person shall

be heard unless his, her or its objection or opposition is made in writing and is filed, together with copies of all other papers (including

proof of all purchases of MasTec common stock during the Settlement Class Period) and briefs, with the Clerk's Office at the United

States District Court for the Southern District of Florida, 301 North Miami Avenue, Room 150, Miami, FL 33128, on or before

2006, and is served so as to be received by -, 2006 by:

Lead Plaintiffs' Counsel for the Settlement Class

BERNSTEIN LITOWITZ BERGER &

GROSSMANN LLP Steven B. Singer

Jeffrey N. Leibell

Eric T. Kancfsky

1285 Avenue of the Americas

New York, NY 10019

YOURMAN ALEXANDER &

PAREKH LLP

Kevin J. Yourman

Behram V. Parekh

3601 Aviation Blvd., Suite 3000

Manhattan Beach, CA 90266

Counsel for Maslec, Inc., Austin J. Shanfelter, Donald P. Weinstein and Jor2e Mas Jr.

HOLLAND & KNIGHT

Tracy Nichols

Michael E. Garcia

701 Brickell Avenue, Suite 3000

Miami, FL 33131

58. The filing must demonstrate your membership in the Settlement Class, including the number of shares of Maslec common stock

purchased during the Settlement Class Period and price(s) paid. Only Settlement Class Members who have submitted their position in

this manner will be entitled to be heard at the Final Approval Hearing, unless the Court orders otherwise. You may file an objection

without having to appear at the Final Approval Hearing. Settlement Class Members who approve of the Settlement need not appear at the

Final Approval Hearing.

59. Attendance at the hearing is not necessary; however, Persons wishing to be heard orally in opposition to the approval of the

Settlement, the proposed Plan of Allocation and/or the request for attorneys' fees and reimbursement of litigation expenses are required to

notify the above counsel in advance of the hearing. Persons who intend to object to the Settlement, the proposed Plan of Allocation

and/or Lead Plaintiffs' Counsel's application for an award of attorneys' fees and reimbursement of itigation expenses and desire to

present evidence at the Final Approval Hearing must include in their written objections the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Final Approval Hearing.

60. The Final Approval Hearing may be delayed from time to time by the Court without further written notice to the Settlement

Class. If you intend to attend the Final Approval Hearing, you should confirm the date and time with Lead Plaintiffs' Counsel.

Unless otherwise ordered by the Court, any Settlement Class Member who does not object in the manner described herein will be deemed to have waived any objection and shall be forever foreclosed from making any objection to the proposed Settlement, the

application for attorneys' fees and reimbursement of litigation expenses and/or the proposed Plan of Allocation. Settlement Class Members do not need to appear at the hearing or take any other action to indicate their approval.

WHAT IF I BOUGHT SHARES ON SOMEONE ELSE'S BEHALF?

61. If you purchased MasTec common stock during the Settlement Class Period for the beneficial interest of a Person or organization

other than yourself, you are directed to send a copy of this Notice and the Claim Form, to the beneficial owner of the shares postmarked

no later than fourteen (14) days from the date of this Notice, or to provide the names and addresses of such persons no later than fourteen

()4) days from the date of this Notice to In re MasTec, Inc. Securities Litigation, do Berdon Claims Administration LLC, P.O. Box 9014,

Jericho, NY 11753-8914 Tel: (800) 766-3330, Fax: (516) 931-0810, website: www,berdonllp.cpmlcltiirns in which case the beneficial owner will be sent a copy of the Notice. Upon full compliance with these directions, such nominees may seek reimbursement of their

reasonable expenses actually incurred in complying herewith by providing the Claims Administrator with proper documentation

supporting the expenses for which reimbursement is sought. Copies of this Notice and the Claim Form may also be obtained from the Clai Case 1:04-cv-20886-FAM Document 131 Entered on FLSD Docket 07/05/2006 of 79 Counsels' websites at ww.hlbglaw.comor www.yap1a.coin

CAN I SEE THE COURT FILE? WHOM SHOULD I CONTACT IF I HAVE QUESTIONS?

62. This Notice contains only a summary of the terms of the proposed Settlement. For a more detailed statement of the matters involved in the Litigation, you are referred to the papers on file in the Litigation, including the Stipulation, which may be inspected during regular office hours at the Office of the Clerk, United Slates District Court for the Southern District of Florida, 301 North Miami Avenue, Room ISO, Miami, FL 33128.

63

All Inquiries concerning this Notice or the Claim Form should be directed to:

In re MasTec, Inc. Securities Litigation Berdon Claims Administration LLC

P.O. Box 9014 Jericho, NY 11753-8914

Tel: (800) 766-3330 Fax: (516) 931-0810

website: www.berdonllp.comlclaims

Steven B. Singer

Kevin J. Your-man Jeffrey N. Leibell

Behram V. Parekh Eric T. Kanefsky

Yourman Alexander & Parekh LLP Bernstein Litowitz Berger & Grossmann LLP

3601 Aviation Blvd., Suite 3000

1285 Avenue of the Americas

Manhattan Beach, CA 90266 New York, NY 10019

310-725-6400 800-380-8496

Lead Plaintiffs' Counsel

Lead Plaintiffs' Counsel

DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE CLERK OF THE COURT REGARDING THIS NOTICE.

Dated

2006

By Order of the Clerk of the Court United States District Court for the Southern District of Florida


-EXHIBIT A -2-



THIS DOCUMENT RELATES TO:

ALL ACTIONS

CASE NO. 04-20886


CLASS ACTION

PROOF OF CLAIM AND RELEASE

DEADLINE FOR SUBMISSION: , 2006. IF YOU PURCHASED OR ACQUIRED MASTEC, INC. ("MASTEC" OR THE "COMPANY") COMMON STOCK DURING THE PERIOD FROM AUGUST 12, 2003, THROUGH MAY Ii, 2004, INCLUSIVE (THE "SETTLEMENT CLASS PERIOD"), YOU MAY BE A "SETTLEMENT CLASS MEMBER," AND YOU MAY BE ENTITLED TO SETTLEMENT PROCEEDS. (EXCLUDED FROM THE SETTLEMENT CLASS ARE DEFENDANTS, THE OFFICERS AND DIRECTORS OF MASTEC AND/OR ANY OF ITS SUBSIDIARIES, MEMBERS OF THEIR IMMEDIATE FAMILIES AND THEIR LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS, OR ASSIGNS, AND ANY ENTITY IN WHICH ANY DEFENDANT HAS, OR HAD, A MAJORITY EQUITY INTEREST.)

IF YOU ARE A SETTLEMENT CLASS MEMBER, IN ORDER TO BE ELIGIBLE FOR ANY SETTLEMENT BENEFITS, YOU MUST COMPLETE AND SIGN THIS PROOF OF CLAIM AND RELEASE AND MAIL IT BY PRE-PAID, FIRST CLASS MAIL, POSTMARKED NO LA TER THAN ,2006 TO THE CLAIMS ADMINISTRATOR AT:

MasTec Securities Litigation do Berdon Claims Administration LLC

P.O. Box 9014 Jericho, NY 11753-8914

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YOUR FAILURE TO SUBMIT YOUR CLAIM POSTMARKED BY 2006 MAY SUBJECT YOUR CLAIM TO REJECTION

AND PRECLUDE YOUR RECEIVING ANY MONEY IN CONNECTION WITH THE SETTLEMENT OF THIS LITIGATION. DO NOT MAIL OR DELIVER YOUR CLAIM TO THE COURT OR TO ANY OF THE PARTIES OR THEIR COUNSEL AS ANY SUCH CLAIM WILL BE DEEMED NOT TO HAVE BEEN SUBMITTED. SUBMIT YOUR CLAIM ONLY TO THE CLAIMS ADMINISTRATOR. YOU WILL BEAR ALL RISKS OF THE DELAY OR NON-DELIVERY OF YOUR CLAIM.

Submission of this Proof of Claim and Release, however, does not assure that you

will share in the proceeds of Settlement in the Litigation.

If you are a Settlement Class Member, and you do not properly and timely request

exclusion in connection with the Settlement, you will be bound by the terms of any

judgment entered in the Litigation, WHETHER OR NOT YOU SUBMIT A PROOF OF

CLAIM AND RELEASE.

If you are NOT a Settlement Class Member (or legal representative of a

Settlement Class Member), DO NOT submit a Proof of Claim and Release.

All terms herein are as defined in the Notice of Pendency and the Stipulation of

Settlement on file with the Court.

A. CLAIM FORM INSTRUCTIONS

If you purchased or acquired MasTec common stock and held the

certificate(s) in your name, you are the beneficial owner as well as the record owner. If,

however, you purchased or acquired MasTec common stock and the certificate(s) were

registered in the name of a third party, such as a nominee or brokerage firm, you are the

beneficial owner and the third party is the record owner.

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2. Use Section B of this form entitled "Claimant Information" to identify

each beneficial owner and, if different, each record owner, of MasTec common stock

which form the basis of this claim.

THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL

OWNER OR OWNERS, OR THE LEGAL REPRESENTATIVE OF

SUCH OWNER OR OWNERS, OF THE MASTEC COMMON STOCK

UPON WHICH THIS CLAIM IS BASED.

3. All joint owners must sign this claim. Executors, administrators,

guardians, conservators and trustees must complete and sign this claim on behalf of

Persons represented by them, documentation establishing their authority must accompany

this claim, and their titles or capacities must be stated.

4. The Social Security or Tax ID number and telephone number of the

beneficial owner may be used in verifying the claim. Failure to provide the foregoing

information could delay verification of your claim or result in rejection of your claim.

Use Section C, 11111, 2, 3, and 4 of this form entitled "Schedule of

Transactions in MasTec Common Stock" to supply all required details of your

transaction(s) in MasTec common stock. If you need more space, attach separate,

numbered sheets giving all of the required information in substantially the same form.

Print your name and Social Security or Tax ID number at the top of each additional sheet.

6. On the schedules, provide all of the requested information with respect to

all of your purchases and acquisitions and all of your sales of MasTec common stock

which took place during the Settlement Class Period, whether such transactions resulted

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in a profit or a loss. Failure to report all such transactions may result in the rejection of

your claim.

7. List each transaction in the Settlement Class Period separately and in

chronological order, by trade date, beginning with the earliest. You must accurately

provide the month, day and year of each transaction you list.

8. The date of purchase, acquisition or sale is the "contract" or "trade" date

and not the "settlement" date.

9. All profits will be subtracted from all losses to determine the net

recognized loss of each Settlement Class Member.

10. In processing claims, the first-in, first-out basis ("FIFO") will be applied

to purchases or acquisitions and sales. Sales will be matched in chronological order, by

trade date, first against the common stock held as of the close of trading on August 11,

2003 (the last day before the Settlement Class Period begins) and then against the

purchases during the Settlement Class Period.

II. The date of covering a "short sale" is deemed to be the date of purchase of

MasTec common stock. The date of a "short sale" is deemed to be the date of sale of

MasTec common stock. For the shares originally sold short there shall be no Recognized

Loss.

12. Where common stock was purchased/sold by reason of having exercised

an option, the option premium should be incorporated into the price accordingly.

13. If your trading activity during the Settlement Class Period exceeds 50

transactions, you must provide, in an electronic file, all purchase and sales information

required in the Schedule of Transactions. For a copy of instructions and parameters

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concerning such a submission, contact the Claims Administrator by phone: (800) 766-

3330; by fax (516) 931-0810 or via the website: www.berdonllp.com/clairns.

14. No cash payment will be made on a claim where the payable loss is

$10.00 or less, but the Authorized Claimant will otherwise be bound by the final

judgment of the Court.

15. The price per share, paid or received, shall be exclusive of all

commissions, taxes and fees.

16. You must attach to your claim form copies of brokerage confirmations,

monthly statements or other documentation of your transactions in MasTec common

stock in order for your claim to be valid. If such documents are not available, a complete

list of acceptable supporting documentation may be found on the Claims Administrator's

website: www.berdonllp.com/claims . Failure to provide acceptable documentation could

delay verification of your claim or result in rejection of your claim.

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MasTec Securities Litigation

B. CLAIMANT INFORMATION

Must be received by Claims Administrator postmarked no later than 2006

Please Type or Print

Beneficial Owner's Name (as it appears on your brokerage statement)

Joint Beneficial Owner's Name (as it appears on your brokerage statement)

Street Address

City

State Zip Code

Foreign Province

Foreign Country

or Social Security No.

Specify one of the following:

Individual(s) Corporation Partnership Estate

(Evening) Area Code Telephone Number

Facsimile Number

Taxpayer Identification No.

UGMA Custodian IRA Trust Other:

(Day) Area Code Telephone Number

E-Mail Address

Record Owner's Name and Address (/ different from beneficial owner listed above)

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C. SCHEDULE OF TRANSACTIONS IN MASTEC COMMON STOCK

State the total number of shares of MasTec common stock held at the close of trading on August 11, 2003 (long or short) (must he documented):

2. Separately list each and every purchase or acquisition of MasTec common stock during the period August 12, 2003 through May II, 2004, inclusive, and provide the following information (must he documented):

Trade Date Total Cost

(list chronologically) (including commissions, taxes,

Month/Day/Year Number of Shares Purchased and fees)

3. Separate/v list each and every sale of MasTec common stock during the periodAugust 12, 2003 through May 11, 2004, inclusive, and provide the following injbrmation (must be documented):

Trade Date Total Proceeds

(list chronologically) (net of commissions, taxes, and Month/Day/Year Number of Shares Sold fees)

4. Stale the total number of shares oJMasTec common stock owned at the close of trading on May 11, 2004 (long or short) (must he documented):

If additional space is needed, attach separate, numbered sheets in the same format, and print your name and Social Security or Tax ID number at the top of each sheet.

YOU MUST ALSO READ AND SIGN THE RELEASE ON PAGE

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SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS

I (We) submit this Proof of Claim and Release ("Proof of Claim") under the terms

of the Stipulation of Settlement (the "Stipulation") described in the Notice of Pendency

and Proposed Settlement of Class Action and Settlement hearing (the "Notice"). By

submitting this Proof of Claim, I (we) state that I (we) believe in good faith that I am (we

are) a Settlement Class Member as defined above and in the Notice, or I am (we are)

acting for such Person; that I (we) have read and understand the Notice; that I (we)

believe that I am (we are) entitled to receive a share of the Net Settlement Fund; and that

I (we) elect to participate in the Settlement described in the Notice.

I (We) also submit to the jurisdiction of the United States District Court for the

Southern District of Florida with respect to my (our) claim as a Settlement Class Member

and for purposes of enforcing the release set forth herein and any judgment that may be

entered in the Litigation. I (We) further acknowledge that I am (we are) bound by, and

subject to, the terms of any judgment that may be entered in the Litigation.

I (We) have set forth, where requested above, all relevant information with

respect to each purchase or acquisition of MasTec common stock during the Settlement

Class Period, and each sale, if any, of such common stock. I (We) have also enclosed

photocopies of the stockbroker's confirmation slips, stockbroker's statements, or other

documents evidencing each purchase, acquisition, sale or retention of MasTec common

stock listed above in support of my (our) claim. [NOTE: IF ANY SUCH DOCUMENTS

ARE NOT IN YOUR POSSESSION, PLEASE OBTAIN COPIES OR EQUIVALENT

DOCUMENTS FROM YOUR BROKER OR PORTFOLIO MANAGER. THESE


DOCUMENTS ARE NECESSARY TO PROVE AND PROCESS YOUR CLAIM.] I

(We) agree to furnish additional information to Lead Plaintiffs' Counsel or their agent to

support this claim if required to do so.

I (We) have not submitted any other claim covering the same purchases or

acquisitions or sales of MasTec common stock during the Settlement Class Period and

know of no other Person having done so on my (ou) behalf.

RELEASE

A. I (We) hereby acknowledge full and complete satisfaction of, and do hereby

fully, finally and forever settle, release and discharge each and all of the Released

Persons from any and all Released Claims.

"Related Parties" means each of the Defendants' past and present directors,

managing directors, officers, employees, partners, principals, agents, distributors,

customers, underwriters, issuers, insurers, co-insurers, reinsurers, controlling

shareholders, attorneys, accountants, auditors, banks or investment bankers, advisors,

personal or legal representatives, predecessors, successors, parent companies,

subsidiaries, divisions, joint ventures, assigns, spouses, heirs, associates, related or

affiliated entities, any entity in which any Defendant has a controlling interest, any

members of their immediate families, and any trust of which any Defendant is the settlor

or which is for the benefit of any Defendant and/or member(s) of his family.

"Released Claims" means and includes any and all claims, actions, causes of

action, demands, allegations, rights and liabilities, including "Unknown Claims," as

defined herein, whether based upon statutory or common law, whether class individual in

nature, known or unknown, concealed or hidden, that have been or could have been

IPJ


asserted against the Released Persons in the Litigation by or on behalf of Lead Plaintiffs

or any Settlement Class Member in connection with the purchase of MasTec common

stock during the Settlement Class Period, based on, arising out of, or related to the facts,

transactions, events, occurrences, acts, disclosures, statements, omissions or failures to

act that were or could have been alleged in the Litigation

"Released Persons" means each and all of the Defendants and their Re lated

Parties.

"Unknown Claims" means any Released Claims that the Lead Plaintiffs or any

Settlement Class Member does not know or suspect to exist in his, her or its favor at the

time of the release of the Released Persons which, if known by him, her or it, might have

affected his, her or its settlement with and release of the Released Persons, or might have

affected his, her or its decision not to object to this Settlement. With respect to any and

all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date,

the Representative Plaintiffs shall expressly, and each of the Settlement Class Members

shall be deemed to have, and by operation of the Judgment shall have, waived and

relinquished, to the fullest extent pennitted by law, the provisions, rights, and benefits of

§ 1542 of the California Civil Code, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING

THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST

HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT

WITH THE DEBTOR.


The Lead Plaintiffs expressly shall have, and the Settlement Class Members, upon the

Effective Date, shall be deemed to have, and by operation of the Judgment shall have,

waived any and all provisions, rights and benefits conferred by any law of any state or

territory of the United States, or principle of common law, which is similar, comparable

or equivalent to § 1542 of the California Civil Code. The Lead Plaintiffs and Settlement

Class Members may hereafter discover facts in addition to or different from those which

he, she or it now knows or believes to be true with respect to the subject matter of the

Released Claims, but the Lead Plaintiffs expressly shall have, and each Settlement Class

Member, upon the Effective Date, shall be deemed to have, and by operation of the

Judgment shall have, fully, finally, and forever settled and released any and all Released

Claims, known or unknown, suspected or unsuspected, cortingent or non-contingent,

whether or not concealed or hidden, which now exist, or heretofore have existed upon

any theory of law or equity now existing or coming into existence in the future,

including, but not limited to, conduct which is negligent, intentional, with or without

malice, or a breach of any duty, law or rule, without regard to the subsequent discovery

or existence of such different or additional facts. The Settling Parties acknowledge that

the foregoing waiver was bargained for and a key element of the Settlement of which this

release is a part.

B. When the Settlement becomes effective, Lead Plaintiffs, on behalf of

themselves and the Settlement Class, each of the Settlement Class Members (except a

Settlement Class Member who has been properly excluded from the Settlement Class),

anyone claiming through or on behalf of any of them, and Lead Plaintiffs' Counsel, will

be forever barred and enjoined from commencing, instituting or prosecuting any action or


other proceeding in any court of law or equity, arbitration tribunal, or administrative

forum, directly, representatively, or derivatively, against any of the Released Parties

raising or asserting in any manner, any of the Released Claims. Furthermore, pending

final determination as to whether the Settlement contained in the Stipulation should be

approved, Lead Plaintiffs, Settlement Class Members (except a Settlement Class Member

who has been properly excluded from the Settlement Class) and Lead Plaintiffs' Counsel

are barred and enjoined from commencing, instituting, or prosecuting any action or other

proceeding in any court, tribunal, or forum, asserting any of the Released Claims, either

directly, representatively, derivatively or in any other capacity, against any of the

Released Parties.

C. This Release shall be of no force or effect unless and until the Court approves

the Stipulation of Settlement and the Stipulation of Settlement becomes effective as to all

Defendants and all Released Parties on the Effective Date.

D. I (We) hereby warrant and represent that I (we) have not assigned or

transferred or purported to assign or transfer, voluntarily or involuntarily, any matter

released pursuant to this Release or any other part or portion thereof.

E. I (We) hereby warrant and represent that I (we) have included information

about all of my (our) transactions in MasTec common stock which occurred during the

Settlement Class Period, as well as the number of shares of MasTec common stock held

by me (us) at the close of trading on

F. I (We) certify that 1 am (we are) NOT subject to backup withholding under

the provisions of §3406(a)(1)(c) of the Internal Revenue Code.

Note: If you have been notified by the Internal Revenue Service that you are subject to backup withholding,

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please strike out the word "NOT" in the certification above.

I (We) declare under penalty of perjury, under the laws of the United States of America, that the foregoing information supplied by the undersigned is true and correct and that this Proof of Claim and Release was executed this day of

_____ 2006, at

(City) (State/ Country)

(Signature of Claimant)

(Type or print your name here)

(Signature of Joint Claimant)

(Type or print your name here)

(Capacity' of Persons signing, e.g., Beneficial Purchaser, Executor or Administrator)

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ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:

Please sign the above Release and declaration.

2. Remember to attach only copies of acceptable supporting documentation, a complete list of which can be found on the website below.

Do not send originals of common stock certificates.

4. Keep a copy of the completed claim form and documentation for your records.

If you desire an acknowledgment of receipt of your claim fonTi, please send it Certified Mail, Return Receipt Requested, or its equivalent. You will bear all risks of delay or non-delivery of your claim.

6. If your address changes in the future, or if these documents were sent to an old or incorrect address, please send us written notification of your new address.

7. If you have any questions or concerns regarding this claim form contact the Claims Administrator at:

MasTec Securities Litigation. do Berdon Claims Administration LLC

P.O. Box 9014 Jericho, NY 11753-8914

Telephone: (800) 766-3330 Fax: (516) 931-0810

Website: www.berdonllp.com/clairns

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THIS DOCUMENT RELATES TO:

ALL ACTIONS

)

)

)

)

)

)

)

CASE NO. 04-20886


CLASS ACTION

SUMMARY NOTICE FOR PUBLICATION

TO ALL PERSONS WHO PURCHASED OR ACQUIRED THE COMMON

STOCK OF MASTEC, INC. ("MASTEC" OR THE "COMPANY") DURING THE

PERIOD FROM AUGUST 12, 2003, THROUGH MAY 11, 2004, INCLUSIVE:

YOU ARE HEREBY NOTIFIED that the Lead Plaintiffs, as defined in the

Stipulation of Settlement (the "Stipulation") dated , 2006, in the above-captioned

federal court action (the "Litigation") for themselves and on behalf of the Settlement

Class Members, have entered into the Stipulation with Defendants to resolve the

Litigation. (All terms herein are as defined in the Notice of Pendency and the Stipulation

of Settlement on file with the Court).

PLEASE BE FURTHER ADVISED that, pursuant to an order of the United

States District Court for the Southern District of Florida (the "Court"), dated

2006, a hearing will be held on 5 200 at

a.m./p.m. (the "Settlement Hearing") before the Honorable Federico A. Moreno, in the

United States District Court, Southern District of Florida, located at 99 N.E. 4 t h Street,


Courtroom 4, Miami, Florida 33132, for the purpose of determining: (I) whether the

proposed settlement of the Litigation for $10,000,000 in cash should be approved by the

Court as fair, reasonable and adequate; (2) whether the Litigation should be dismissed on

the merits and with prejudice pursuant to the terms of the Stipulation; (3) whether the

proposed Plan of Allocation should be approved as fair and reasonable; (4) whether Lead

Plaintiffs' Counsel's application for fees and expenses, including any award of

reasonable costs and expenses (including lost wages, directly relating to the

representation of the Settlement Class to any Lead Plaintiff serving on behalf of the

Settlement Class) and interest thereon should be approved; and (5) whether the releases

provided for in the Stipulation should be approved as fair, reasonable and adequate to the

Members of the Settlement Class. If you purchased or acquired MasTec common stock

during the period from August 12, 2003, through May 11, 2004, inclusive, your rights

may be affected by the settlement of this Litigation.

If you are a Settlement Class Member, in order to share in the distribution of the

Settlement Fund, you must submit a Proof of Claim and Release, which must be received

by the Claims Administrator at the address listed below postmarked no later than

2006, establishing that you are entitled to recovery. To receive a

Notice of Pendency and Proposed Settlement of Class Action and Settlement I fearing

("Notice") and Proof of Claim and Release or for further information, please write to the

Claims Administrator:

MasTec Securities Litigation c/o Berdon Claims Administration LLC

P.O. Box 9014 Jericho, NY 11753-8914

Fax: (516) 931-0810 Website: www.berdonllp.com/claims


Copies of the Notice and Proof of Claim Form may also be downloaded from

www.blbglaw.com and www.yaplaw.com . If you purchased or acquired MasTec

common stock during the Settlement Class Period, you will be deemed to be a Member of

the Settlement Class unless you expressly request to be excluded from the Settlement

Class. You must submit a valid request for exclusion postmarked NO LATER THAN

2006. Instructions on how to request exclusion from the Settlement

Class are set forth in the detailed Notice. You will be bound by, and subject to, any

judgment rendered in the Litigation unless you request to be excluded in the manner set

forth in the Notice. If you submit a valid and timely request for exclusion, you will not

be entitled to share in the proceeds of the Settlement and you will not be bound by the

Settlement or the Judgment.

Counsel for Lead Plaintiffs and the Settlement Class are:

YOURMAN ALEXANDER & PAREKH LLP Kevin J. Yourman, Esq. Behram V. Parekh, Esq. 3601 Aviation Blvd., Suite 3000 Manhattan Beach, CA 90266 Tel: 310-725-6400 Fax: 310-725-6420

Attorneys/or Lead PlaintiffAlex Meruelo Living Trust and Co-Lead Counsel for the Class

BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP Steven B. Singer, Esq. Jeffrey N. Leibell, Esq. Eric T. Kanefsky, Esq. 1285 Avenue of the Americas New York, NY 10019 Tel: 212-554-1400 Fax: 212-554-1444

3


Attorneys/br Lead PlaintffArkansas Teacher Retirement System and Co-Lead Counsel Jbr the Class


PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE.

Dated: _______, 2006. BY ORDER OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA



IN RE MASTEC, INC. ) SECURITIES LITIGATION )

)

)

THIS DOCUMENT RELATES TO: ) )

ALL ACTIONS ) )

CASE NO. 04-20886


CLASS ACTION

JUDGMENT

This matter came for hearing on , 2006 (the "Settlement Hearing"),

upon the application of the parties for approval, pursuant to Rule 23(e) of the Federal

Rules of Civil Procedure, of the Settlement set forth in the Stipulation of Settlement

dated , 2006 (the "Stipulation"). Due and adequate notice having been given to

the Members of the Settlement Class, and the Court having considered all papers filed

and proceedings had herein and otherwise being fully informed in the premises and good

cause appearing therefore, and a determination having been made expressly pursuant to

Rule 54(b) of the Federal Rules of Civil Procedure that there is no justification for delay,

and it having therefore been expressly directed that final judgment therein accordingly be

made herein, IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:

This Judgment hereby incorporates by reference the definitions in the

Stipulation, and all terms used herein shall have the same meanings as set forth in the

Stipulation.


2. As previously stipulated to by the Settling Parties, the Court hereby

certifies a Settlement Class, pursuant to Rule 23 of the Federal Rules of Civil Procedure,

as follows:

All Persons or entities who purchased or otherwise acquired MasTec common stock during the period August 12, 2003, through May 11, 2004, inclusive. Excluded from the Settlement Class are (i) Defendants; (ii) members of the family of each Individual Defendant; (iii) any Person who was an officer or director of MasTec during the Settlement Class Period; (iv) any firm, trust, corporation, officer, or other entity in which any Defendant had a controlling interest; and (v) the legal representatives, agents, affiliates, heirs, successors-in- interest or assigns of any such excluded party. The Settlement Class shall also exclude those Persons who timely request exclusion from the Settlement Class pursuant to the Notice described herein.

All Persons who have filed valid and timely requests for exclusion from

the Settlement Class shall not be bound by this Final Judgment and Order of Dismissal.

A list of the names of those Persons who are not bound by this Final Judgment and Order

of Dismissal is attached as Exhibit 1 hereto. Persons who would have been Settlement

Class Members, but who validly and timely requested exclusion from the Settlement

Class, may pursue their own individual remedies, if any.

4. This Court has jurisdiction to enter this Judgment. The Court has

jurisdiction over the subject matter of the Litigation and over all parties to the Litigation,

including all Members of the Settlement Class.

The notice given to the stockholders of MasTec as set forth in the Notice

of Pendencyof Class Action, and Hearing on Proposed Settlement ("Notice of

Pendency"), Proof of Claim and Release, and publication of the Summary Notice as

provided for in the Order Preliminarily Approving Settlement and Directing Notice of

Pendency and Settlement of Class Action and Setting Hearing Date for Final Approval of

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Settlement satisfies the notice requirements of due process, Rule 23 of the Federal Rules

of Civil Procedure, and Section 21D(a)(7) of the Securities Exchange Act of 1934, 15

U.S.C. §21D(a)(7), as amended by the Private Securities Litigation Reform Act, and

constitutes the best notice practicable under the circumstances, including the individual

notice to stockholders who could be identified through reasonable effort.

6. Pursuant to and in compliance with Rule 23 of the Federal Rules of Civil

Procedure, the Court hereby finds that due and adequate notice of these proceedings was

directed to all Persons who are Settlement Class Members, advising them of the

Settlement, the Plan of Allocation, and plaintiffs' counsel's right to apply for attorney's

fees and reimbursement of expenses associated with the Litigation, and of their right to

object thereto, and a full and fair opportunity was accorded to all Persons who are

Settlement Class Members to be heard with respect to the foregoing matters.

7. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court

hereby approves the Settlement, as set forth in the Stipulation, and finds that the

Settlement is, in all respects, fair, reasonable and adequate to Lead Plaintiffs, and the

Settlement Class and each of the Settlement Class Members, in light of the complexity,

expense and possible duration of further litigation, the discovery and investigation

conducted, and the risk and difficulty of establishing liability, causation and damages.

This Court further finds that the Settlement set forth in the Stipulation is the result of

arm's- length negotiations between experienced counsel representing the interests of the

Lead Plaintiffs, the Settlement Class Members, and Defendants. Accordingly, the

Settlement embodied in the Stipulation is hereby approved and shall be consummated in

accordance with the terms and provisions of the Stipulation.

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8. The Court hereby finds that the proposed Plan of Allocation of the Net

Settlement Fund to Settlement Class Members, as set forth in the Notice of Pendency is,

in all respects, fair, reasonable and adequate and the Court hereby approves the Plan of

Allocation. The Court hereby finds that the formula for the calculation of the claims of

Authorized Claimants which is set forth in the Notice of Pendency, sent to Settlement

Class Members, provides a fair, reasonable and adequate basis upon which to allocate

among Settlement Class Members the proceeds of the Settlement Fund established by the

Stipulation, with due consideration having been given to administrative convenience and

necessity. The parties to the Stipulation are hereby directed to consummate and perform

its terms.

9. Except as to any individual claim of those Persons who have tiled timely

and valid requests for exclusion and who are identified in Exhibit I attached hereto, the

Litigation is dismissed on the merits with prejudice as to Defendants, without costs to any

party as against any other, and Lead Plaintiffs and all Settlement Class Members are

forever enjoined and barred from commencing, instituting or prosecuting, either directly,

derivatively, representatively or in any other capacity, a class action or any other action

against any of the Released Persons, past and present, with respect to, based on, arising

from or related to any and all Released Claims or causes of action, including Unknown

Claims, that have been or might have been asserted by Lead Plaintiffs or the Settlement

Class Members, or any of them, against Defendants, or any of them, based upon or

related to the purchase or acquisition of MasTec common stock by Lead Plaintiffs or

Settlement Class Members during the period from August 12, 2003, through May 11,

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2004, inclusive, and the facts, transactions, events, occurrences, acts or omissions which

were or could have been alleged in the Litigation

10. Upon the Effective Date, as defined in the Stipulation, Lead Plaintiffs and

each of the Settlement Class Members shall be deemed to have, and by operation of this

Judgment shall have, fully, finally and forever released, relinquished, settled and

discharged any and all Released Claims (including Unknown Claims) against the

Released Persons and any claims or potential claims that could be asserted in connection

with the resolution of the Litigation or Released Claims, whether or not Lead Plaintiffs

and Settlement Class Members execute and deliver Proof of Claim and Release forms.

II. Upon the Effective Date, each of the Released Persons shall be deemed to

have, and by operation of this Judgment shall have, fully, finally and forever released,

relinquished and discharged Lead Plaintiffs, each and all of the Settlement Class

Members and all plaintiffs' counsel and their agents from all claims, including all claims

for malicious prosecution and Unknown Claims, arising out of, relating to, or connected

with the institution, prosecution, assertion or resolution of the Litigation or the Released

Claims.

12. To the full extent provided by Section 21D(f)(7) of the Securities

Exchange Act of 1934, 15 U.S.C. 78u-4(f)(7), and the common law of the U.S. Court of

Appeals for the Eleventh Circuit, the Court bars all claims, including, but not limited to,

claims for contribution, indemnification or equitable indemnification or equitable

indemnification against any party or third person, including but not limited to, any trustee

subsequently appointed in a Chapter 7 or 11 bankruptcy proceeding, a receiver, an

assignee for the benefit of creditors, or any similar successor related directly or indirectly

-5-


to the facts of this Action. However, this bar shall not include claims (1) by the

Individual Defendants against MasTec concerning any defense costs relating to this

Securities Action; and (2) by Maslec or the Individual Defendants against their D&O

insurance camers.

13. Defendants' consent to the Stipulation, and the Settlement provided for

therein, may not be construed as an admission by Defendants, nor is this Judgment a

finding or evidence, of the validity of any claims in the Litigation or of any fault,

wrongdoing or liability by Defendants. Furthermore, Defendants' consent to the

Stipulation, and the Settlement provided for therein, may not be construed as a

concession by any Defendant, nor shall it be used as an admission or evidence of any

fault or omission by any Defendant. Neither this Judgment, the Stipulation nor any

document referred to herein nor any action taken to carry out this Stipulation is, may be

construed as, or may be used as, an admission by or against Defendants or evidence of

any fault, wrongdoing or liability whatsoever. Entering into or carrying out the

Stipulation, and the Exhibits thereto, and any negotiations or proceedings related thereto

shall not, in any event, be construed as, or deemed to be evidence of, an admission or

concession with regard to the denials or defenses by any Defendants and shall not be

offered or received in evidence in any action or proceeding against any party hereto in

any court, administrative agency or other tribunal for any purpose whatsoever other than

to enforce the provisions of this Judgment, the Stipulation, or any related agreement or

release; except that the Stipulation and the Exhibits may be filed in this Litigation or

related litigation as evidence of the Settlement or in any subsequent action against or by

the Defendants to support a defense of resjudicata, collateral estoppel, release, good

in re: mastec, inc. securities litigation 04-cv-20886...

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