First Amendment to Deferred Bonus Agreement

Exhibit 10.41

FIRST AMENDMENT TO
MASTEC, INC. DEFERRED BONUS AGREEMENT FOR JORGE MAS
DATED NOVEMBER 1, 2002

     This Amendment made and entered into this 6th day of January, 2006, effective as of January 1, 2005, by and between MasTec, Inc., a Florida corporation, with principal offices and place of business in the State of Florida (the “Corporation”) and Jorge Mas, an individual residing in the State of Florida (the “Employee”).

     WHEREAS, the Corporation and Employee entered into a Deferred Bonus Agreement on November 1, 2002 (the “Agreement”) to provide the terms and conditions upon which the Corporation shall pay a certain deferred bonus to the Employee;

     WHEREAS, the Corporation and Employee intend that the Agreement provide for payment of such deferred bonus upon termination, due to a change of control in the Corporation, of two split-dollar agreements entered into by the Corporation and Employee as of December 1, 2002 and May 8, 2003; and

     WHEREAS, in accordance with paragraph 3b of the Agreement, the parties desire to amend the Agreement to modify certain provisions thereof to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and to clarify certain rights and obligations thereunder;

     NOW, THEREFORE, in consideration of the premises and of the mutual promises contained herein, the parties hereto hereby amend the Agreement, as follows, effective as of January 1, 2005.

     1. Paragraph 1a is amended by deleting the paragraph in its entirety, and substituting the following in lieu thereof:

          a. Eligibility for Benefit. As of December 1, 2002 and May 8, 2003, the Corporation and the Employee entered into Split-Dollar Agreements (collectively the “Split Dollar Agreement”). The Employee shall be entitled to receive the Deferred Bonus provided hereunder from the Corporation in the event that the Split-Dollar Agreement is terminated as a result of a Change of Control in the Corporation. For purposes hereof, a Change in Control shall occur on the date of a change in control, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, due to (i) one person, or more than one person acting as a group, acquiring ownership of stock of the Corporation constituting more than 50% of the total fair market value or total voting power of such stock, or (ii) a majority of the Corporation’s board of directors being replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the Corporation’s board of directors prior to the date of such appointment or election.

     2. Paragraph 1c is amended by deleting the paragraph in its entirety, and substituting the following in lieu thereof:

          c. Payment of Deferred Bonus. On or as soon as administratively practicable after the date upon which the Employee becomes entitled to the Deferred Bonus as provided above, but in no event later than 60 days after such date, the Corporation shall pay to the Employee an amount equal to the Deferred Bonus, subject to usual withholding taxes.

     3. Except as herein amended, the parties hereby ratify and confirm the Agreement in all respects, effective as of January 1, 2005.