EXHIBIT 10.2 RESTATED PLEDGE AGREEMENT THIS RESTATED PLEDGE AGREEMENT ("this Agreement"), is made and entered in as of January 14, 2005, by INTEGRATED ELECTRICAL SERVICES, INC., a Delaware corporation ("Pledgor"), in favor of FEDERAL INSURANCE...

EXHIBIT 10.2

RESTATED PLEDGE AGREEMENT

THIS RESTATED PLEDGE AGREEMENT ("this Agreement"), is made and entered in
as of January 14, 2005, by INTEGRATED ELECTRICAL SERVICES, INC., a Delaware
corporation ("Pledgor"), in favor of FEDERAL INSURANCE COMPANY, an Indiana
company, its Affiliates and Subsidiaries and their respective co-sureties and
reinsurers, and their respective successors and permitted assigns (individually
and collectively "Surety").

W I T N E S S E T H:

WHEREAS, Pledgor is a party to that certain Indemnity Agreement;

WHEREAS, Pledgor, operating through certain of its Affiliates and
Subsidiaries, is engaged in the business, among other things, of providing
electrical and communication services to the commercial, industrial,
residential, and service markets and Pledgor, individually, jointly with others
or on behalf of any Subsidiaries, Affiliates, or divisions or their
Subsidiaries, Affiliates, or divisions now in existence or hereafter formed or
acquired; or on behalf of individuals, partnerships, or corporations, may desire
or be required from time-to-time in connection with this business to give
certain Bonds;

WHEREAS, Pledgor and Surety entered into that certain Interim Pledge
Agreement dated September 9, 2004, as amended by First Amendment to Interim
Pledge Agreement dated October 6, 2004, as further amended by Second Amendment
to Interim Pledge Agreement dated October 12, 2004, and as further amended by
Third Amendment to Interim Pledge Agreement dated November 3, 2004; and

WHEREAS, contemporaneously herewith, Pledgor, Surety, and others have
entered into that certain Underwriting, Continuing Indemnity, and Security
Agreement and in connection therewith desire to amend, modify, and restate said
Pledge Agreement as set out in this Agreement.

NOW THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Pledgor hereby agrees with Surety as follows:

1. Definitions. The following terms will be defined as follows for all
purposes of this Agreement:

"Affiliate" means with respect to any Person, any other Person or group
acting in concert with respect of the Person that, directly or indirectly,
through one or more intermediaries, controls, or is controlled by, or is under
the common control with such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled by" and "under
common control with"), as used with respect to any Person or group of Persons,
means the possession, directly or indirectly, of the power to direct or cause
the direction of management

and policies of such Person, whether through the ownership of voting securities
or by contract or otherwise. Each of Indemnitors is an Affiliate of each other
of Indemnitors. None of Indemnitors is an Affiliate of Surety.

"Agreement" means this Restated Pledge Agreement as it may be amended,
modified, or supplemented from time to time.

"Bankruptcy Code" means Title 11 of the United States Code entitled
"Bankruptcy," as now and hereafter in effect, or successor statute.

"Bonded Contract" means any existing or future contract in respect of
which any Bond is issued on behalf of any Principal.

"Bonds" means any surety agreements, undertakings, or instruments of
guarantee signed by Surety on behalf of any Principal, whether executed before
or after the execution of this Agreement including, but not limited to, those
Bonds listed on the attached Exhibit A.

"Default Rate" means on each day of its determination the prime rate
reflected in the Money Rates section of The Wall Street Journal plus two percent
(2%).

"Indebtedness" means, without duplication, any and all Surety Loss, and
the payment and performance of all other obligations and undertakings now or
hereafter owing to Surety with respect to the Bonds and/or under the Surety
Credit Documents, as same may now or hereafter be modified, replaced, extended,
or renewed, in accordance with their terms.

"Indemnitors" means Integrated Electrical Services, Inc., a Delaware
corporation, and certain of its Affiliates and Subsidiaries listed on Exhibit B,
any Affiliate or Subsidiary that is a named Principal on any Bond, and any new
Indemnitor added to the Underwriting Agreement by rider as provided in Section
52 therein, and all of their successors and assigns.

"Indemnity Agreement" means and includes that certain General Agreement of
Indemnity dated January 9, 1998, executed by Integrated Electrical Services,
Inc. on its behalf and on behalf of any of its subsidiaries or on behalf of any
subsidiary of a subsidiary or successive subsidiaries, direct or indirect, now
existing or hereafter created, in favor of Surety, and that certain General
Agreement of Indemity dated September 9, 2004, executed by Integrated Electrical
Services, Inc., Xxxxxxxx & Xxxx Construction Co., Inc., Xxxxxx Electric, Inc.,
Xxxxxx Electric Company, Inc., Pan American Electric, Inc., DKD Electric
Company, Inc., Xxxxx Electric LP d/b/a Xxxxx Electrical Contractors, X.X. Xxxxx,
Inc., and T&H Electrical Corporation in favor of Surety.

"Lien" means any mortgage, deed of trust, pledge, security interest,
hypothecation, assignment, deposit arrangement to assure payment of any debt,
encumbrance, lien (statutory or other), or preference, priority, or other
security agreement, or preferential arrangement to assure payment of any debt,
charge, or encumbrance of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing, and the filing of any

financing statement under the UCC or comparable law of any jurisdiction to
evidencing any of the foregoing).

"Original Pledge Agreement" means that certain Interim Pledge Agreement
dated September 9, 2004, as amended by First Amendment to Interim Pledge
Agreement dated October 6, 2004, as further amended by Second Amendment to
Interim Pledge Agreement dated October 12, 2004, and as further amended by Third
Amendment to Interim Pledge Agreement dated November 3, 2004.

"Obligee" means any named party or parties appearing on any Bond(s) in
whose favor the Bond(s) are issued, or such parties' successors and permitted
assigns.

"Person" means any individual or entity, whether a trustee, corporation,
partnership, limited liability company, joint stock company, unincorporated
organization, business association or firm, joint venture, a government or any
agent or instrumentality or political subdivision thereof.

"Pledged Collateral" means the cash and other collateral described in
Section 2.

"Principal" means Integrated Electrical Services, Inc., a Delaware
corporation, certain of its Affiliates and Subsidiaries listed on Exhibit C and
any other Affiliates and Subsidiaries of Integrated Electrical Services, Inc.
for whom Surety executes Bonds, in each case in their respective capacity as a
named principal under any Bond, and any new Principal added to the Underwriting
Agreement by rider as provided in Section 52 therein, and any joint ventures in
which one or more of them are involved for which any Bond is issued.

"Subsidiaries" means, with respect to any Person, any corporation, limited
liability company, partnership, or other entity wherein such Person owns or
acquires, directly or indirectly, more than fifty percent (50%) of the issued
and outstanding voting stock, voting securities, or other equity interest of
such corporation, partnership, or other entity, or any other corporation,
partnership or other entity the management of which is otherwise controlled,
directly or indirectly, through one or more intermediaries, or both, by any such
Person.

"Surety" means Federal Insurance Company, an Indiana corporation, its
Affiliates and Subsidiaries and any other companies writing Bonds for which the
Underwriting Agreement is consideration (and other companies from whom Surety
procures Bonds for Principal), and their co-sureties and reinsurors, and their
respective successors and permitted assigns.

"Surety Credit Documents" means the following: (i) the Bonds; (ii) the
Indemnity Agreement; (iii) the Original Pledge Agreement; (iv) this Agreement;
(v) the Underwriting Agreement; (vi) UCC Financing Statements listing Pledgor or
any of Indemnitors as debtor and Surety as secured party; (vii) any
intercreditor agreement by and between Surety and any banking institution; and
(viii) all amendments, modifications, extensions, additions, substitutions, or
other documents hereafter executed or delivered by Pledgor or any of
Indemnitors, which relate to any of the foregoing documents.

"Surety Loss" means:

(a) all damages, costs, reasonable attorney fees, and liabilities
(including all expenses incurred in connection therewith) which Surety may
sustain or incur by reason of executing or procuring the execution of any Bonds,
or any other bonds, which may be already or hereafter executed on behalf of any
Principal, or renewal or continuation thereof; or which may be sustained or
incurred by reason of making any investigation on account thereof, prosecuting
or defending any action in connection therewith, obtaining a release,
recovering, or attempting to recover any salvage in connection therewith or
enforcing by litigation or otherwise any of the provisions of this Agreement,
including, but not limited to:

(1) money judgments, amounts paid in settlement or compromise, the
full amount of reasonable attorney and other professional fees incurred or paid
by Surety, including without limitation allocated costs of in-house counsel,
accountants, and engineers, court costs and fees, and interest at the Default
Rate on all sums due it from the date of Surety's demand for said sums, whether
interest has been awarded by a court;

(2) any loss which Surety may sustain or incur as a result of any
Bonded Contract or any Bonds, whether that loss results from any activity of any
Principal individually or as part of a joint venture, partnership, or other
entity which has been or may be formed;

(3) any loss which Surety may sustain or incur as a result of any
actions taken by Surety upon information provided by any Indemnitor with respect
to the issuance of any Bonds;

(4) any Bond premiums due Surety;

(5) any amounts that have been paid to Surety to be applied to
Surety Loss that a court of competent jurisdiction determines constitute
"preferences," within the meaning of Section 547 of the Bankruptcy Code, and by
reason thereof Surety is required to disgorge said amounts paid; and

(b) legal, accounting, consulting, and related fees and expenses
reasonably incurred after October 31, 2004, in connection with the Bonds, the
Surety Credit Documents, and/or any application or submission by any of
Indemnitors for the issuance of any Bond or renewal of any existing Bond,
whether or not Surety decides to issue said Bond. Notwithstanding the foregoing,
Indemnitors will be required to reimburse Surety for one hundred percent (100%)
of any filing fees and recording taxes incurred to perfect and continue Surety's
security interest in any collateral provided to Surety regardless of when those
fees are incurred.

"UCC" means the Uniform Commercial Code as in effect on the date hereof in
Texas, as it may be amended from time-to-time provided that if by reason of
mandatory provisions of law, the perfection or the effect of perfection or
non-perfection of a security interest in any Pledged Collateral is governed by
any state other than Texas, "UCC" means the Uniform Commercial

Code as in effect in such other jurisdiction for purposes of the provisions
hereof relating to such perfection or effect of perfection or non-perfection.

"Underwriting Agreement" means that certain Underwriting, Continuing
Indemnity, and Security Agreement of even date, by and among Principal,
Indemnitors and Surety.

Any collective defined term and any defined term used in the plural will
be taken to encompass individually and collectively all members of the relevant
class. Any defined term used in the singular preceded by "any" will be taken to
indicate any number of the members of the relevant class. Any defined term used
in the singular and preceded by the word "each" will indicate all members of the
relevant class, individually.

2. Pledge; Consideration by Surety. To secure the payment of any and
all Surety Loss, and the payment and performance of all other obligations and
undertakings now or hereafter owing to Surety under the terms and conditions of
the Surety Credit Documents, as same may now or hereafter be amended, modified,
replaced, extended, or renewed (collectively "the Indebtedness"), and, in
addition to the previously delivered Irrevocable Standby Letter of Credit
no.CLS420168, dated April 26, 2004, issued in favor of Surety by Bank One, N.A.
in the amount of Five Million Dollars ($5,000,000), Pledgor pledged,
hypothecated, assigned, transferred, set over, and delivered and hereby pledges,
hypothecates, assigns, transfers, sets over, and delivers unto Surety, and
granted and hereby grants Surety a lien upon and continuing security interest in
cash in the aggregate amount of Seventeen Million Five Hundred Thousand Dollars
($17,500,000), and all interest, earnings, and other returns thereon ("the
Pledged Collateral"). Pledgor previously delivered such Pledged Collateral to
Surety pursuant to the Original Pledge Agreement. It was and is the intention of
the parties to create a presently existing security interest which attaches
immediately upon execution of this Agreement. Pledgor hereby confirms and
acknowledges that it grants a lien and continuing security interest to Surety in
the Pledged Collateral.

TO HAVE AND TO HOLD the Pledged Collateral, together with all rights,
titles, interests, powers, privileges, and preferences pertaining or incidental
thereto unto Surety, and its respective successors, assigns, and
representatives.

Surety agrees to maintain all Pledged Collateral in an account that is
segregated from all other cash of Surety, or cash held by Surety, and Surety
will not commingle such Pledged Collateral with any other cash.

In consideration of the delivery of the cash portion of the Pledged
Collateral to Surety, Surety issued the Bonds described on the attached Exhibit
A and will consider requests for the issuance of new bid and other Bonds.
However, the issuance of any additional Bonds will be made subject to the
provisions of this Agreement and the Underwriting Agreement.

Pledgors will have the right at any time to deliver to Surety letters of
credit in substitution for all or a portion of the cash that is Pledged
Collateral. Any such letter of credit must be in the form acceptable in Surety's
sole and absolute discretion and issued by a financial

institution reasonably acceptable in Surety's sole and absolute discretion, but
in any event will be consistent with the terms of this Agreement, and be in the
face amount of the cash for which it is being substituted. Upon receipt of such
letter of credit, Surety will promptly release cash constituting Pledged
Collateral in an amount equal to the face amount of said letter of credit and do
the following at Pledgor's expense as reasonably requested by Pledgor: (i)
return such cash to Pledgor and (ii) execute documentation evidencing the
release of such cash from the liens of this Agreement.

3. Underwriting Considerations. Contemporaneously herewith, Pledgor is
to enter into the Underwriting Agreement; said Underwriting Agreement sets forth
the underwriting provisions and requirements for the consideration of any
issuance of Bonds.

4. Representations and Warranties. Pledgor hereby represents, warrants,
and covenants to Surety:

(a) Immediately prior to the delivery of the Pledged Collateral to
Surety, Pledgor was the sole, legal, and equitable owner of the Pledged
Collateral, and Pledgor's absolute title thereto is not the subject of any claim
or challenge threatened or asserted by any third party;

(b) The pledge of collateral provided in Section 2 and the
performance of the terms of this Agreement do not violate any covenant, security
agreement, or other rights of any third party including, but not limited to, any
third party lender or creditor;

(c) Pledgor acknowledges and agrees that Surety would not consider
issuing Bonds but for Pledgor's execution of this Agreement and delivery of the
Pledged Collateral;

(d) This Agreement and the delivery of the Pledged Collateral
provides Surety with a valid pledge of, and a valid first priority security
interest in, the Pledged Collateral;

(e) Pledgor will not, after the date hereof, create any Lien to be
reached by any judicial process relating to the Pledged Collateral;

(f) Pledgor will pay and discharge promptly all taxes,
assessments, and governmental charges or levies imposed upon it, its income, or
the Pledged Collateral, as well as all judgment liens, which, if unpaid might
constitute a Lien or charge upon the Pledged Collateral;

(g) Pledgor will give Surety full and prompt written notice of any
proceeding, and of any judgment, order, or decree entered against the Pledged
Collateral, in or by any court or governmental authority;

(h) Pledgor acknowledges and agrees that Surety will have no
obligation to issue future bonds, renew existing bonds, or otherwise extend
surety credit except as expressly provided in the Underwriting Agreement;

(i) Pledgor does not intend to file any proceeding in bankruptcy,
or for reorganization, or for readjustment of its debts under the Bankruptcy
Code; Pledgor acknowledges that any such filing would be a fundamental change in
circumstances; and

(j) Pledgor acknowledges and agrees that the Pledged Collateral
was delivered to Surety for "new value," within the meaning of the Bankruptcy
Code, including, but not limited to, Sections 547(a)(2) and 547(c) of the
Bankruptcy Code, given to Pledgor in the form of Bonds.

5. Bankruptcy Court Approval. In the event any Pledgor or Indemnitor
files for relief under the Bankruptcy Code and Surety determines that it is
necessary or desirable that bankruptcy court approval be obtained with respect
to this Agreement or the transactions contemplated hereunder, subject to
compliance with law and any applicable orders of the bankruptcy court, trustee,
receiver or equivalent Person, Pledgor will use its reasonable best efforts to
obtain a court order which, among other things, (i) determines that this
Agreement (and any other Surety Credit Documents entered into by Pledgor with
Surety) was proposed by Surety in good faith and should be approved; (ii)
determines that Surety is a creditor who gave "new value" and entered into a
"contemporaneous exchange for value" with Pledgors as contemplated by the
Bankruptcy Code, including, but not limited to, Sections 547(a)(2) and 547(c) of
the Bankruptcy Code, when entering into this Agreement (and any other documents
entered into by Pledgor with Surety) and that the transfers made by Pledgors do
not constitute preferences under the provisions of Section 547 of the Bankruptcy
Code; (iii) authorizes and directs Pledgor to ratify this Agreement (and any
other Surety Credit Documents entered into by Pledgor with Surety); (iv)
authorizes and directs Pledgor, to execute, deliver, perform under, consummate,
and implement, this Agreement, together with all additional instruments and
documents that may be reasonably necessary or desirable to implement the
transactions contemplated in this Agreement; (v) authorizes claims and recourse
by Surety against the Pledged Collateral for any reason set forth in this
Agreement (and any other documents entered into by Pledgor or any of Indemnitors
with Surety); and (vi) approves any post petition security interest, as provided
in Section 552 of the Bankruptcy Code. The provisions of this Section 5 will
apply regardless of whether Pledgor is a debtor in the bankruptcy cases.

In such event, and at the request of Surety, Pledgor will promptly make
any filings, take all actions, and use their respective best efforts to obtain
any and all other approvals and orders necessary or appropriate for consummation
of the transactions contemplated in this Agreement, subject to their obligations
to comply with any order of any bankruptcy court.

In the event an appeal is taken, or a stay pending appeal is requested,
from any order entered in any bankruptcy proceeding, Pledgor will immediately
notify Surety of such appeal or stay request and will provide to Surety within
one business day a copy of the related notice of appeal or order of stay.
Pledgors will also provide Surety with written notice of any motion or
application filed in connection with any appeal from either of such orders.

Pledgor will cooperate in providing such information and evidence as is
necessary to obtain the orders described in this Section 5.

6. Additional Security. This Agreement will not impair or prejudice the
right of Surety to enforce collection of any Indebtedness or any amount due
under the Indemnity Agreement or any of the other Surety Credit Documents when
due and payable, by suit or in any lawful manner or to resort to any other
security for the payment thereof. This Agreement is additional, cumulative, and
concurrent security for the payment and performance of the Indebtedness. The
enumeration of certain rights, privileges, and options in this Agreement for the
benefit of Surety is not and will not be construed to waive or impair in any way
other rights of Surety and its successors or assigns concerning any security for
the Indebtedness. Surety, its respective successors and assigns, will have the
right to proceed against the Pledged Collateral and to proceed against all
security at the same time or against individually pledged or liened assets from
time-to-time at the sole election of Surety. No action against any specific
security will be a bar to any subsequent action or actions against the same or
any other security.

7. Amendments to this Agreement, Etc. Pledgor agrees and consents that,
at any time and from time-to-time, in the sole discretion of Surety:

(a) The time of repayment or performance of the Indebtedness
secured hereby may be extended in whole or in part and/or may be modified or
renewed in whole or in part;

(b) the Indebtedness secured hereby may be accelerated and any
collateral security therefor exchanged, surrendered, or otherwise dealt with in
accordance with the terms of any present or future agreement relating thereto,
including this Agreement;

(c) the time for Pledgor's or Principal's performance or of
compliance with any term, covenant, or condition on its part to be performed or
complied with in respect to the Indebtedness may be extended or such performance
or compliance waived;

(d) the documents evidencing and securing the Indebtedness may be
amended at any time by the parties to said documents and in accordance with said
documents without affecting the validity and enforceability of this Agreement;

(e) Surety may proceed against collateral securing the
Indebtedness and against parties liable therefor in such order as it may elect,
and neither Pledgor, Principal, Indemnitors, nor any surety or guarantor for
Pledgor, Principal, or any Indemnitors, nor, to the extent allowable by law, any
creditor of Pledgor, Principal, or any Indemnitors will be entitled to require
Surety to marshal assets; and

(f) Surety may, in its sole discretion, release any collateral
securing the Indebtedness or release any party liable therefor; all without
affecting this Agreement or the obligations of Pledgor hereunder, which will
continue in full force and effect until all Indebtedness secured hereby and all
obligations of Pledgor hereunder and under the Indemnity Agreement and the
Surety Credit Documents will have been fully paid and performed, and without
notice to Pledgor.

The events or actions listed in this Section will not release Pledgor from
liability hereunder.

8. Authority of Surety. Surety will have and be entitled to exercise
all such powers hereunder as are specifically delegated to Surety by the terms
hereof, together with such powers as are reasonably incidental thereto,
including the powers of a secured creditor under Articles 8 and 9 of the UCC.
Surety may execute any of its duties hereunder by or through agents or employees
and will be entitled to retain counsel and to act in reliance upon the advice of
such counsel concerning all matters pertaining to its duties hereunder.

Neither Surety, nor any director, officer, or employee of Surety will be
liable for any action taken or omitted to be taken by them hereunder in
connection herewith, except for their own gross negligence or willful
misconduct. Surety will be entitled to rely on any communication, instrument, or
document believed to be genuine and correct and to have been signed or sent by
the proper Person or Persons.

9. Surety Appointed Attorney-in-Fact. Pledgor hereby appoints Surety
with full power of substitution as Pledgor's attorney-in-fact for the purpose of
carrying out the provisions of this Agreement and taking any action and
executing any instrument which Surety may deem necessary or advisable to
accomplish the purposes hereof, which appointment is irrevocable and coupled
with an interest.

10. Custody of Pledged Collateral; Release of Pledged Collateral.

(a) Subject to Pledgor's right to substitute letters of credit for
Pledged Collateral and thereby receive releases of Pledged Collateral under
Section 2, Surety will hold custody of the Pledged Collateral until such time as
all of the Indebtedness owed to Surety will have been paid and performed in
full, at which time the custody of the Pledged Collateral will be transferred to
Pledgor. Surety will be under no obligation to segregate or maintain the Pledged
Collateral in a separate account.

(b) It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the Pledged
Collateral, Surety is authorized and directed to retain the Pledged Collateral
in its possession without liability to anyone until such dispute will have been
settled either by mutual agreement of the parties concerned or by a final order,
decree, or judgment of a court of competent jurisdiction in the United States of
America and time for appeal has expired and no appeal has been perfected, but
Surety will be under no duty whatsoever to institute or defend any such
proceedings. Notwithstanding the foregoing, the parties acknowledge and
understand that in the event of a dispute as to the right of possession of the
Pledged Collateral, Surety will have the right at its election to file an action
in interpleader in a court of competent jurisdiction requiring the parties to
answer and litigate their respective claims and rights between themselves, and
Surety is authorized in such event to deposit with the clerk of the court the
Pledged Collateral.

(c) Surety hereby agrees that in the event Pledgor obtains
substitute bonds for all the Bonds, and obtains the release of Surety from any
liability and obligation under all of Bonds, then Surety will return to Pledgor
the Pledged Collateral.

11. No Xxxxxx.Xx failure on the part of Surety to exercise, and no delay
in exercising, any right, power, or remedy hereunder will operate as a waiver
thereof, nor will any single or partial exercise of any such right, power, or
remedy by Surety preclude any other or further exercise thereof or the exercise
of any other right, power, or remedy. Notwithstanding anything contained herein
to the contrary, the parties agree that with respect to all funds due or to
become due under the Bonded Contracts nothing herein will waive, impair, or
limit any right, power, or remedy of Surety under any of the Surety Credit
Documents, or at law or in equity, including without limitation, Surety's right
of equitable subrogation, which right the parties hereby expressly recognize.
All remedies hereunder are cumulative and are not exclusive of any other
remedies provided by law.

12. Termination. This Agreement will terminate on the date upon which
all Indebtedness will have been paid and performed in full, and Surety will
thereupon reassign and deliver to Pledgor, or to such Person or Persons as
Pledgor will designate, against receipt, such of the Pledged Collateral, if any,
as will not have been sold or otherwise applied by Surety pursuant to the terms
hereof or will still be held by Surety hereunder, together with appropriate
instruments of reassignment and release. Any such reassignment will be without
recourse upon or warranty by Surety and at the expense of Pledgor.

13. Notices. It is mutually agreed that any and all notices herein
provided for must be given in writing and will be deemed given if and when
delivered in person or duly deposited in the United States Mails, postage
prepaid for certified mail, return receipt requested or delivered to a
nationally recognized overnight carrier, properly addressed to the party to whom
given at the address of such party shown in this Agreement, provided however,
that any party may specify any other post office address in the United States by
giving at least ten (10) days written notice thereof to the other party.

Surety: Federal Insurance Company
00 Xxxxxxxx Xxxx Xxxx
P.O. Box 1615
Xxxxxx, New Jersey 07061-1615
Attn.: Xxxxxx X. Xxxxxx
Xxxx Xxxxx

With a copy to: Xxxxxx & Herod
2200 First Union Tower
000 Xxxxxx Xxxxxx, Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attn.: Xxx X. Xxxxxx, Xx.
Xxxx Xxxx Xxxx XxXxx

Pledgor: Integrated Electrical Services, Inc.
0000 Xxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxx Xxxxxx, Chief Financial Officer
Xxxxx Xxxxxxx

With a copy to: Xxxxxxx Xxxxx, L.P.P.
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxxx X. Xxxxxx

14. Further Assurances. Pledgor agrees to do such further acts and
things, and to execute and deliver such additional conveyances, assignments,
agreements, and instruments, as Surety may at any time request in connection
with the administration and enforcement of this Agreement or relative to the
Pledged Collateral or any part thereof or in order better to assure and confirm
unto Surety its rights and remedies hereunder.

15. Binding Agreement; Assignment. This Agreement, and the terms,
covenants, and conditions hereof, will be binding upon the parties hereto and
their respective successors and assigns, and will inure to the benefit of the
parties hereto, and their respective successors and assigns, except that Pledgor
will not be permitted to assign this Agreement or any interest herein or in the
Pledged Collateral, or any part thereof, or otherwise pledge, encumber, or grant
any option with respect to the Pledged Collateral, or any part thereof, or any
cash or property held by Surety as collateral under this Agreement, except as
expressly provided herein. Pledgor further warrants that this Agreement, and the
terms, covenants and conditions hereof, will be binding upon its Affiliates and
Subsidiaries.

16. Amendments; Miscellaneous. This Agreement may not be amended or
modified, nor may any of the Pledged Collateral be released or the pledge or
security interest created hereby extended, except by a writing signed by or on
behalf of the parties hereto. This Agreement supersedes all prior agreements and
proposals with respect to this transaction, whether written or oral, made by
Surety or anyone acting with its authorization. No modification of this
Agreement will be valid unless made in writing and signed by an authorized
officer of Surety.

17. Governing Law. This Agreement will be governed by and construed and
enforced in accordance with the laws of the State of Texas (without giving
effect to its conflict of laws principles). The parties hereto irrevocably
consent to the exclusive jurisdiction of the United States District Court or to
the extent not available because the jurisdictional pre-requisites are not met,
the Supreme Court of the State of New York, in each instance located in New York
County, New York, New York for the purpose of any litigation concerning this
Agreement. No party hereto will object to or contest New York County, New York,
New York as the proper venue for any action or proceeding to enforce the terms
hereof.

18. Severability; Conformity to Law. Should any provision of this
Agreement be invalid or unenforceable for any reason, the remaining provisions
hereof will remain in full effect.

19. Counterparts. This Agreement may be executed by the parties
independently in any number of counterparts, all of which together will
constitute but one and the same instrument which is valid and effective as if
all parties had executed the same counterpart.

20. Captions Not Controlling. Captions and headings have been included
in this Agreement for the convenience of the parties, and will not be construed
as affecting the content of the respective paragraphs.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed by its duly authorized officer on the day and year first above written.

SURETY:

FEDERAL INSURANCE COMPANY

By: /s/ XXXXXX X. XXXXXX
------------------------------------------
Its: Xxxxxx X. Xxxxxx, Assistant Secretary
-----------------------------------------

PLEDGOR:

INTEGRATED ELECTRICAL SERVICES, INC.

By: /s/ XXXXXXX X. XXXXX
------------------------------------------
Its: Xxxxxxx X. Xxxxx, Chief Executive Officer
-----------------------------------------

BONDS

BOND NO. (IF ANY) PRINCIPAL OBLIGEE AMOUNT PROJECT/OBLIGATION
------------------ ------------------- ------------------- ------------- ---------------------------------

81965436 Pan American The Robins & $6,264,020.00 Xxxxxx Xxxxxx Hospital for Women
Electric, Inc. Xxxxxx Group & Infants-Electrical, Orlando, FL

81965433 DKD Electric Xxxxxx Xxxxxx $2,813,348.00 The Center for Integrated
Company, Inc. Construction, Co. Nanotechnologies-Core Facility

81965425 Xxxxx Electric LP Con-Real, Inc. $ 580,399.00 Cornerstone Baptist Church, New
d/b/a Xxxxx Construction-Electrical
Electrical Installation, Arlington, TX
Contractors

81965427 X.X. Xxxxx, Inc. Xxxxxx $2,425,000.00 New Landrun High
Engineering, Inc. School-Electrical, Inman, SC

81965430 T&H Electrical T.A. Loving Company $1,395,000.00 Xxxxxxx and Xxx Xxxx Alumni
Corporation Center Centennial Campus-North
Carolina State University,
Office Type Construction,
Raleigh, NC

81965428 Xxxxxx Electric, City of Schuyler $ 322,640.00 2004 Electrical Utility Downtown
Inc. Substation, Schuyler, Nebraska

81965434 Xxxxxxxx & Xxxx Pioneer Electric $4,539,829.70 Pioneer-Hugoton 115KV
Construction Co., Cooperative, Inc. Transmission Line and
Inc. Hugoton-Walkemeyer 115KV
Transmission Line, Ulysses, KS
81965426 Xxxxx Electric LP Xxxx. X. Xxxxx, $1,147,215.00 Comanche County Medical Center
d/b/a Xxxxx Ltd.
Electrical
Contractors

81965431 Xxxxxx Electric, APAC-Kansas, Inc., $ 167,800.00 Dodge City Regional Airport, AIP
Inc. Shears Division #3-200017-16-Airport Lights,
Dodge City, KS

81967747 Brink Electric Powder River $2,550,654.45 Xxxxxx Creek to Indian Creek 69
Construction, Co. Energy Corporation KY Transmission Line and Xxxxxx
Creek to Indian Creek 26 KY
Distribution Line, Wyoming

81967748 Primo Electric Xxxxxxxx Way, Inc. $1,300,000.00 Down County Consotrium Middle
Company School Renovations, Silver
Spring, Maryland

EXHIBIT A

BOND NO. (IF ANY) PRINCIPAL OBLIGEE AMOUNT PROJECT/OBLIGATION
------------------ ------------------- ------------------- ------------- ---------------------------------

81967740 Florida Industrial Monroe County $ 244,902.90 Taxiway Lights (2 T/W) and
Electric, Inc. Board of County Airfield Guidance Signs, Florida
Commissioners Keys Xxxxxxxx Xxxxxxx, Xxxxxx
Xxxxxx, Xxxxxxx 00000, AI No.
3-12-0037-2004, FM No.
41468419401, Marathon Airport,
Florida Keys

8196-77-92 Florida Industrial Florida Department 2,272,900.00 DASH Extension II
Electric, Inc. of Transportation

8196-77-93 Xxxxxx Electric M.B. Xxxx 739,000.00 Santee Xxxxxx Boiler Area
Company, Inc. Construction Co., Foundations
Inc.

8196-77-94 Aladdin Xxxx X.X. Xxxxx, Inc. 696,162.00 Xxxxxxxxx Landings Condominium,
Electric & Air, South Bldg. A
Inc.

8196-77-95 Florida Industrial Board of County 838,763.20 Airfield Lighting Upgrade - St.
Electric, Inc. Commissioners St. Lucie Airport
Lucie

8196-77-96 Xxxxx Electric LP SAVVIS 98,159.00 SAVVIS Rack Power
Communications

8196-77-97 Xxxxxx Electric SC Department of 189,000.00 Xxxxx & Xxxxxx Villages
Company, Inc. Mental Health Underground Feeder

8196-77-98 New Technology Xxxxxxx-Xxxxxx 124,300.00 Gresham High School Lighting
Electrical School District Eff. Upgrade
Contractors, Inc.

8196-78-00 Xxxxxxx Electric Washington & Xxx 1,314,572.00 Washington & Xxx University
Company, Inc. University Art-Music Xxxx.

0000-00-00 X.X. Xxxxx, Xxx. Xxxxxxxxxx Xxxxxx 394,900.00 Charleston Int'l Airport Parking
Aviation Authority Deck

8196-78-02 Xxxxxx Electric, City of Madison, 219,082.96 SE Substation to EREC 69KV
Inc. South Dakota Trans. Line Const.

8196-78-03 X. Xxxx Electric LP Trico Electric 290,000.00 Xxxxxxxx State University- Math,
Sci., Library

8196-78-04 Xxxxxxxx Xxxxxxxx Xxxx Construction 129,661.00 AWA Enhancements
Electric Company

8196-78-05 Florida Industrial City of Naples 1,174,229.55 Airfield Lighting & Signage -
Electric, Inc. Airport Authority Phase II

BOND NO. (IF ANY) PRINCIPAL OBLIGEE AMOUNT PROJECT/OBLIGATION
------------------ ------------------- ------------------- ------------- ---------------------------------

8196-78-06 Xxxxxxx-Xxxxxxxx FCI Multi-Family 399,155.00 Xxxxxxx Xxxxx Apartments
Electrical Construction, LP
Contractors LP

8196-78-07 Xxxx Electric Huntsville 128,000.00 Intermodal Distribution
Company, Inc. Utilities Substation

8196-78-08 Pan American Xxxx Constructors 655,276.00 Jewish Hospital - Healthcare
Electric, Inc. Service

8196-78-09 Xxxxx Electric LP HCBeck, Ltd 81,880.00 Presbyterian Hospital of Xxxxxxx
Suite

8196-78-10 Florida Industrial Florida DOT 37,084.78 FIN Proj. No. 209970-3-52-01
Electric, Inc.

81967816 Tech Electric Co., X.X. Xxxxxxx $ 466,900.00 Renovation of Cameron Village
Inc. Library, Electrical Contract for
Lighting, Power, Fire Alarm, and
Teledata.

81967815 Primo Electric Wicomico County $ 580,500.00 Sport Lighting Addition, Site
Company Recreation, Parks Work, Switchgear & Control
& Tourism Replacement, Xxxxx X. Xxxxxx
Athletic Complex, 000 Xxxxxx
Xxxx Xxxx, Xxxxxxxxx, XX 00000

81967814 Xxxxxx Electric Town of Spruce Pine $1,518,052.00 Main Sewer Interceptor
Company, Inc. Replacement, Town of Spruce
Pine, NC

81937178 Xxxx Xxxxxxxxx, Vratsinas $ 177,258.00 Dual Obligee Rider - Atlantic
Inc. Construction Station Parking Deck
Company

81967817 Xxxxxx Electric, Hy-Xxx Xxxxx $ 605,000.00 Electrical - Hy-Vee Omaha #1,
Inc. Construction Omaha, NE

81967818 Florida Industrial Middlesex $1,132,337.59 Signs & Lighting, Florida's
Electric, Inc. Corporation Turnpike (S.R. 91) /S.R. 408
Interchange, Orange County, FL
FPID 406102-1-52-01

81967819 Houston-Xxxxxxxx Xxxxxx & Company, $ 424,693.00 Electrical - Antioch Manor
Electrical Inc. Estates - Phase I, Stone
Contractors, LP Mountain, Dekalb County, GA

81967820 Xxxxxxx-Xxxxxxxx Bovis Lend Lease, $ 184,948.00 Electrical - Laurel Highlands
Electrical Inc. Parking Garage, Lorton, VA
Contractors, LP

81967821 X.X. Xxxxx, Inc. Seacoast Church $ 150,662.00 Electrical - Seacoast Church -
Xxxx Xxxxxx Campus, 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, XX

BOND NO. (IF ANY) PRINCIPAL OBLIGEE AMOUNT PROJECT/OBLIGATION
------------------ ------------------- ------------------- ------------- ---------------------------------

81967822 Xxxxxxx-Xxxxxxxx JPI Apartment $ 641,000.00 Electrical - University of
Electrical Construction, L.P. Louisiana @ Monroe, 0000 Xxx
Xxxxxxxxxxx, XX Xxxx Xxxxx, Xxxxxx, XX 00000

81967823 Xxxxxxxx Electric West Des Moines $ 494,000.00 New Central Plant, Valley High
Company, Inc. Community School School Improvements, Phase 1A,
District West Des Moines, IA

81967824 Riviera Electric, X.X. Xxxxxxx $ 426,342.00 Electrical - CSU UCA Phase II,
LLP Construction 1400 Remington Street, Fort
Company Xxxxxxx, CO

81967777 Xxxxxx Electric Commonwealth of $ 62,900.00 Land Use Permit Bond - for
Company, Inc. Virginia, Dept. of Underground Utilities - Force
Transportation Main, Xxxxxx Bridge Force Main -
Phase I, Chesterfield County
Project No. 01-0204-PH I,
Chesterfield, VA

81965441 Florida Industrial Florida Department $ 103,122.00 FIE #210409-4-52-01, Florida
Electric, Inc. of Transportation Department of Transportation

83035341 Xxxxxx Electric, State of Kansas $ 118,780.00 STP-U198(901), 00-00 X 0000-00
Xxx. XxXxxxxxx Xxxxxx Traffic Sig.

81632133 T&H Electrical City of Danville $ 100,000.00 T&H, Excavation Permit Bond,
Corporation Danville, Virginia

81878080 PrimeNet, Inc. State of Delaware $ 250,000.00 PNC, Contractors Bond- Outside
Utility Connector

BOND NO. (IF ANY) PRINCIPAL OBLIGEE AMOUNT PROJECT/OBLIGATION
------------------ ------------------- ------------------- ------------- --------------------------

81965443 Xxxxxx X. Xxxxxx Lafayette $ 156,000.00 EPBE, Lafayette
Electrical, Inc. Consolidated Consolidated Government
Government

81967735 Bexar Electric MCC Construction $ 382,800.00 BEC #1300051, MCC
Company, Ltd. Corporation Construction Corporation

81967734 Xxxxxx Xxxxxxxx City of Charlotte $ 257,510.00 HBEC, City of Charlotte
Electric Co., Inc.

81967737 Mid-States Centex Xxxxxxx, $ 113,173.00 MSEC, Centex Xxxxxxx, Inc.
Electric Company, Inc.
Inc.

81934415 Xxxxxxx Electric VA Medical Center $ 40,600.00 NE #V246C-00223, VA
Company, Inc. Medical Center- Salem, VA

81967750 Xxxxx Electrical Western Summit $ 620,730.00 DVEC #DIC-3128, Western
Constructors, Inc. Constructors, Inc. Summit Constructors, Inc.

BOND NO. (IF ANY) PRINCIPAL OBLIGEE AMOUNT PROJECT/OBLIGATION
------------------ ------------------- ------------------- ------------- ---------------------------------

81967755 Xxxxx Electric XX Xxxxxx Commercial $ 336,142.00 MELP #86055, Austin
Commercial

81963090 Xxxxxxx Electric City of Salem $ 154,505.00 NE #04-2367, City of Salem
Company, Inc. Schools, Virginia Schools- Theater Lighting

81967751 Riviera Electric, Xxxxxxxx $ 617,863.00 RELLP, Xxxxxxxx
LLC Construction, Inc. Construction, Inc.

81967772 DKD Electric Co., Xxxxxxx Corp. of NM $ 135,135.00 DEC #4086, Xxxxxxx Corp.
Inc. of NM

81967761 Brink Electric High Plains Power, $ 866,743.08 BECC, High Plains Power,
Construction Co. Inc. Inc- Lost Cabin Pumping Station

81967828 Florida Industrial Orlando Utilities $ 430,507.00 FIE, Orlando Utilities
Electric, Inc. Commission Commission - Southwest
Water Treatmt

BOND NO. (IF ANY) PRINCIPAL OBLIGEE AMOUNT PROJECT/OBLIGATION
------------------ ------------------- ------------------- ------------- ---------------------------------

81967829 X.X. Xxxxx, Inc. Medical University $1,215,000.00 HRA, MUSC - Xxxxxxxx
of South Carolina Gazes Biomedical Research
Building

81967830 Xxxxxxxx Electric, Xxxxxxxxx & $ 571,991.00 HEL #791, Xxxxxxxxx &
Ltd. Gorrie, LLC Gorrie - Southland Tube Mill
5 Expan

81967831 Xxxxxxx-Xxxxxxxx Bovis Lend Lease, $1,827,710.00 HSE #1986, Bovis Lend
Electrical Inc. Lease - Laurel Highlands
Contractors, LP Condo & Club

81969652 Xxxxxx Electric, South Central $ 102,663.65 KEI, South Central Public,
Inc. Public Power Inland 69KV Transmission
District Project

81969653 Xxxxxxxx Electric, Wal-Mart, Inc. $ 435,000.00 MEC #34076, Wal-Mart
Inc. #1435-03, Creston, IA

81969654 Xxxxxxxx Electric, Hy-Xxx Xxxxx $ 278,000.00 MEC, Hy-Xxx Xxxxx - #2,
Inc. Construction, LC Waterloo, IA

BOND NO. (IF ANY) PRINCIPAL OBLIGEE AMOUNT PROJECT/OBLIGATION
------------------ ------------------- ------------------- ------------- ---------------------------------

81969655 Xxxxx Electric XX Xxxxxx Commercial $1,923,624.00 MELP, Austin Commercial -
UT Southwestern Medical
Center

81969656 New Technology Washington Group $ 194,360.00 NTE, Washington Group
Electrical International c/o International c/o Xerox
Contractors, Inc. Office Group

81969657 Xxxxxxx Summit X.X. Xxxx $ 646,745.00 PSE, X.X. Xxxx Construction
Electric, LP Construction, LP LP - Chevron Xxxxxxxx Facility

81969658 Primo Electric Bovis Lend Lease, $ 147,800.00 PEC #BA0243, Bovis Lend
Company Inc. Lease - Franklin Square
Cancer Ctr

81969659 Xxxxxx Electric, LP M.W. Builders, Inc. $ 429,000.00 RELP #597, MW Builders -
Wal-Mart Store #737,
Lewisburg, TN

81969660 X.X. Xxxxx, Inc. BGKS, L.L.C. $ 720,079.00 HRA, HUD Infrastructure,
Phase I, XXXX - BGKS,
L.L.C.

BOND NO. (IF ANY) PRINCIPAL OBLIGEE AMOUNT PROJECT/OBLIGATION
------------------ ------------------- ------------------- ------------- ------------------------

81969661 X.X. Xxxxx, Inc. BGKS, L.L.C. $ 616,364.00 HRA, Non-HUD
Infrastructure, Phase I,
XXXX - BGKS, L.L.C.

IDEMNITORS

Integrated Electrical Services, Inc.
Ace/Xxxxxx Electric, Inc.
Aladdin Xxxx Electric & Air, Inc.
Amber Electric, Inc.
Xxxxxxxx & Xxxx Construction Co., Inc.
ARC Electric, Incorporated
Xxxxxxxxx Electric, Inc.
Bexar Electric Company, Ltd.
X. Xxxx Electric XX
Xxxxx Electric Construction Co.
Xxxxxx Electric Company, Inc.
Xxxxxx Electrical Contracting, Inc.
Commercial Electrical Contractors, Inc.
Cross State Electric, Inc.
Cypress Electrical Contractors, Inc.
Xxxxxx Electrical Contractors, Inc.
Xxxxx Electrical Constructors, Inc.
DKD Electric Co., Inc.
Electro-Tech, Inc.
Xxxxxx X. Xxxxxx Electrical, Inc.
Federal Communications Group, Inc.
Florida Industrial Electric, Inc.
Xxxxxxxx Xxxxxxxx Electric Company
Xxxxxxxx Electric, Ltd.
Xxxxxxx-Xxxxxxxx Electrical Contractors XX
Xxxxxx Brothers Electric Co., Inc.
X.X. Xxxxx, Inc.
IES Decatur, Inc. (f/k/a Xxxx Electric Company, Inc.)
IES Oklahoma City, Inc. (f/k/a Delco Electric, Inc.)
X.X. Xxxx Electrical Contractors XX
Xxxxxx Electric, Inc.
Xxxx Xxxxxxxxx, Incorporated
Xxxxxxxx Electric, Inc.
Mid-States Electric Company, Inc.
Xxxxx Electric LP d/b/a Xxxxx Electrical Contractors
Xxxxxxxx Electric Company, Inc.
Xxxxxx Electrical Contractors, Inc.
Xxxx Electric XX
Xxxxxxx Electric Company, Inc.
New Technology Electrical Contractors, Inc.
Pan American Electric Company, Inc.
Pan American Electric, Inc.

EXHIBIT B

Xxxxxx Electric Company, Inc.
Xxxxxxx Summit Electric LP
PrimeNet, Inc.
Primo Electric Company
Xxxxxx Electric LP
Riviera Electric, LLC
Rockwell Electric, Inc.
Xxxxxxx Electric Company, Inc.
Ron's Electric, Inc.
Tech Electric Co., Inc.
T&H Electrical Corporation
Xxxxxx Xxxx & Company
Valentine Electrical, Inc.

PRINCIPAL

EXHIBIT C

Pan American Electric, Inc.
Xxxxxx Electric Company, Inc.
Xxxxxxx Summit Electric LP
PrimeNet, Inc.
Primo Electric Company
Xxxxxx Electric LP
Riviera Electric, LLC
Rockwell Electric, Inc.
Xxxxxxx Electric Company, Inc.
Ron's Electric, Inc.
Tech Electric Co., Inc.
T&H Electrical Corporation
Xxxxxx Xxxx & Company
Valentine Electrical, Inc.

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EXHIBIT 10.2 RESTATED PLEDGE AGREEMENT THIS RESTATED PLEDGE AGREEMENT ("this Agreement"), is made and entered in as of January 14, 2005, by INTEGRATED ELECTRICAL SERVICES, INC., a Delaware corporation ("Pledgor"), in favor of FEDERAL INSURANCE...

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