CERTIFICATE OF DESIGNATION, RIGHTS AND LIMITATIONS

EXHIBIT 3.4

CERTIFICATE OF DESIGNATION, RIGHTS, AND LIMITATIONS
OF THE SERIES A CONVERTIBLE PREFERRED STOCK
OF QUANTA SERVICES, INC.

Pursuant to Section 151(g), The General Corporation Law of the State of
Delaware, Quanta Services, Inc., a Delaware corporation (the "Corporation"),

DOES HEREBY CERTIFY:

That, pursuant to authority conferred upon the Board of Directors by
Article Fourth of the Amended and Restated Certificate of Incorporation, and
pursuant to the provisions of The General Corporation Law of the State of
Delaware, the Board of Directors on September 21, 1999, duly adopted a
resolution providing for the issuance of series A convertible preferred stock,
which resolution is as follows:

RESOLVED, that, pursuant to the authority expressly granted and vested in
the Board of Directors of the Corporation, and effective upon filing of this
Certificate of Designation, Rights, and Limitations (the "Certificate of
Designation"), there shall be designated a "Series A Convertible Preferred
Stock" (the "Series A Preferred Stock"), consisting of 1,860,000 shares of
preferred stock of the Corporation, $0.00001 par value per share.

FURTHER RESOLVED, that the Board of Directors be, and the same hereby is,
authorized to issue such shares of Series A Preferred Stock from time to time
and for such consideration and on such terms as the Board of Directors shall
determine; and

FURTHER RESOLVED, that, subject to the limitations provided by law and by
the Corporation's Amended and Restated Certificate of Incorporation, the powers,
designations, preferences and relative, participating, optional or other special
rights, powers or priorities of, and the qualifications, limitations or
restrictions upon, the Series A Preferred Stock shall be as follows:

1. Designation. One million eight hundred sixty thousand (1,860,000) shares of
the authorized and unissued preferred stock of the Corporation, $0.00001 par
value per share, are hereby designated "Series A Convertible Preferred Stock"
(the "Series A Preferred Stock").

2. Dividends.

(a) Preferred. Subject to Sections 2(c) and (d) below, the holders of Series A
Preferred Stock shall be entitled to receive dividends in cash at the rate
of 0.5% per annum on an amount equal to $100.00 (the "Purchase Price"),
plus all unpaid dividends accrued, on each outstanding share of Series A
Preferred Stock (as adjusted pursuant to Section 5 hereof with respect to
such share), when and as declared by the Board of Directors out of the
funds legally available for that purpose (the "Preferred Dividend"). The
Preferred Dividend on each share of Series A Preferred Stock shall be
cumulative from the date of issuance of such share, whether or not earned,
whether or not funds of the Corporation are legally available for the
payment of

dividends and whether or not declared by the Board of Directors,
but such dividend shall be payable only when, as, and if declared by the
Board of Directors. So long as any shares of Series A Preferred Stock
shall be outstanding, (i) no dividend, whether in cash, stock or property,
shall be paid or declared, nor shall any other distribution be made, on any
shares of the common stock of the Corporation, par value $0.00001 per share
(the "Common Stock"), or any other class or series of capital stock of the
Corporation, (ii) nor shall any class or series of capital stock of the
Corporation be redeemed, purchased or otherwise acquired for value by the
Corporation (except for acquisitions of Common Stock by the Corporation
pursuant to (A) agreements which permit the Corporation to repurchase such
shares upon termination of services to the Corporation entered into on or
before the date on which the shares of Series A Preferred Stock were first
issued (the "Original Issue Date") or (B) in satisfaction of an
indemnification obligation to the Corporation upon a breach by the holder
of Common Stock of a representation, warranty or covenant in any agreement
for the acquisition by the Corporation of a business (as defined in Rule
11-01(d) of Regulation S-X adopted by the Securities and Exchange
Commission) pursuant to the Corporation's acquisition program (an
"Acquisition")), in each case, until all dividends set forth in this
Section (2)(a) on the Series A Preferred Stock shall have been paid or
declared and set apart.

(b) Participating. In addition to the Preferred Dividend payable on the Series
A Preferred Stock, the shares of Series A Preferred Stock shall be entitled
to receive, out of any funds legally available therefor, the amount of any
cash or non-cash dividends or distributions declared and paid on the shares
of Common Stock, as if the shares of Series A Preferred Stock had been
converted immediately prior to the record date for payment of such
dividends or distributions.

(c) Corporation's Right to Terminate Preferred Dividend. At the option of the
Corporation (exercisable by delivery to the holder of notice thereof), at
any time after the sixth anniversary of the Original Issue Date, if on the
date of exercise by the Corporation, the Closing Price (as defined in
Section 4(b)(i) below) of the Corporation's Common Stock is greater than
$30.00 (subject to adjustment for any stock split, combination, and the
like), then the Corporation may terminate the Preferred Dividend, effective
on the date of receipt by the holder of the relevant notice.

(d) Adjustment of Preferred Dividend. At the option of UtiliCorp United Inc.,
a Delaware corporation, or one or more of its "affiliates" (as defined in
Rule 12b-2 under the Securities Exchange Act of 1934, as amended) or all
such persons together (collectively, "UtiliCorp"), at any time after the
sixth anniversary of the Original Issue Date, if on the date of exercise by
UtiliCorp the Closing Price (as defined in Section 4(b)(i) below) of the
Corporation's Common Stock is $30.00 or less (subject to adjustment for any
stock split, combination, and the like), then the Preferred Dividend will
be adjusted to the then "market coupon rate" (as defined below). The
"market coupon rate" shall be the Corporation's after-tax cost of obtaining
financing, excluding common stock, to replace UtiliCorp's investment in the
Corporation, as determined by mutual agreement of the parties; provided,
however, that if the parties are unable to agree upon the market coupon
rate within 10 days after the date of the sixth anniversary of the Original
Issue Date, then the parties shall mutually agree upon a nationally
recognized investment banking firm skilled in the business aspects of the
subject to determine the market coupon rate, such determination shall be
made by the investment banking firm within a 30 days

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of being selected. If the parties are unable to agree upon a nationally
recognized investment banking firm within 30 days after the date of the
sixth anniversary of the Original Issue Date, then the determination shall
be made by a panel of three nationally recognized investment banking firms
skilled in the business aspects of the subject. Each of the Corporation and
the holder of a majority of the shares of Series A Preferred Stock shall
select one such firm within five days after the expiration of above-
mentioned 30-day period (the "Initial Selection Period"), and the third
such firm shall be selected by the two investment banking firms within five
days after the expiration the Initial Selection Period. Within 15 days
after the selection of the third investment banking firm, the initial two
firms shall submit to the third firm their proposals of the market coupon
rate and, within five days after receipt thereof, the third firm shall
adopt in its entirety one of the proposals and shall not adopt a compromise
between the proposals of the initial two firms. The market coupon rate
determined in accordance with the above procedure shall, retroactive to the
date immediately following the sixth anniversary of the Original Issue Date
and thereafter, be the Preferred Dividend.

3. Voting Rights.

(a) General. Each holder of shares of Series A Preferred Stock shall be
entitled to the number of votes equal to the number of shares of Common
Stock into which the shares of Series A Preferred Stock held by such holder
are then convertible, at each meeting of stockholders of the Corporation
(and written actions of stockholders in lieu of meetings), with respect to
any and all matters presented to the stockholders of the Corporation for
their action or consideration. Except as provided by law or as otherwise
expressly provided herein, such holder shall have voting rights and powers
equal to the voting rights and powers of the Common Stock, and holders of
Series A Preferred Stock shall vote together with the holders of Common
Stock as a single class and be entitled to notice of any stockholders'
meeting in accordance with the By-laws of the Corporation. Fractional
votes shall not, however, be permitted and any fractional voting rights
resulting from the above formula (after aggregating all shares into which
shares of Series A Preferred Stock held by each holder could be converted)
shall be rounded to the nearest whole number (with one-half being rounded
upward).

(b) Election of Directors. The Board of Directors of the Corporation shall
consist of 10 directors. The directors of the Corporation shall be elected
as follows:

(i) A majority of the outstanding shares of Series A Preferred Stock and the
shares of Common Stock issued upon conversion thereof (the "Conversion
Shares") (to the extent permitted by applicable law) held by UtiliCorp,
voting exclusively and as a separate class, shall be entitled to elect two
of the total number of directors of the Corporation, subject to the
limitations set forth in subsections 3(b)(ii), (iv) and (v) below.

(ii) In the event that the ratio of the total number of shares of Common Stock
owned by UtiliCorp (on an as-converted basis) to the total number of shares
of Common Stock outstanding, assuming full conversion of all securities and
full exercise of all outstanding rights, options and warrants to acquire
Common Stock (such ratio, "UtiliCorp's Fully Diluted Ownership Ratio") is
equal to or greater than 30%, then a majority of the outstanding shares of
Series A Preferred Stock and the Conversion Shares (to the extent permitted
by applicable law)

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held by UtiliCorp, voting exclusively and as a separate class, shall be
entitled to elect three of the total number of directors of the
Corporation.

(iii) To the extent any nominee of the holders of the Series A Preferred Stock
is not an officer of UtiliCorp, the Board of Directors of the Corporation
shall have the right to approve such nominee, such approval not to be
unreasonably withheld. Only the holders of the Series A Preferred Stock
and the Conversion Shares (to the extent permitted by applicable law)
shall be entitled to remove from office such directors nominated by the
holders of the Series A Preferred Stock and the Conversion Shares (to the
extent permitted by applicable law) or to fill any vacancy caused by the
resignation, death or removal of such directors.

(iv) In the event that UtiliCorp's Fully Diluted Ownership Ratio (A) is less
than 10% or (B) UtiliCorp sells or otherwise disposes of at least 50%, but
less than 75%, of the total number of shares of Common Stock owned by it
on the Original Issue Date (on an as-converted basis), then a majority of
the outstanding shares of Series A Preferred Stock and the Conversion
Shares (to the extent permitted by applicable law) held by UtiliCorp shall
only be entitled (voting exclusively and as a separate class) to elect one
of the total number of directors of the Corporation.

(v) In the event that (A) UtiliCorp's Fully Diluted Ownership Ratio is less
than 5% or (B) UtiliCorp sells or otherwise disposes of 75% or more of the
total number of shares of Common Stock owned by it (on an as-converted
basis), then a majority of the outstanding shares of Series A Preferred
Stock and the Conversion Shares (to the extent permitted by applicable
law) held by UtiliCorp shall have no right (voting exclusively and as a
separate class) to elect any directors to the Board of Directors.

(vi) The holders of Limited Vote Common Stock, voting together as a single
class, shall be entitled to elect one member of the Board of Directors,
but shall not otherwise be entitled to vote in the election of directors
of the Corporation. Only holders of Limited Vote Common Stock shall have
the right to remove from office such director or to fill any vacancy
caused by the resignation, death or removal of such director.

(vii) Except as provided in Sections 3(b)(i), (ii), (iii) and (iv) above, the
holders of Common Stock and the holders of Series A Preferred Stock,
voting together as a single class, shall be entitled to elect all members
of the Board of Directors.

(c) Veto Rights. So long as the outstanding shares of Series A Preferred Stock
represent 10% or more of the outstanding shares of Common Stock (on an as-
converted basis), the approval by the vote or written consent of the
holders of at least two-thirds of the then outstanding shares of Series A
Preferred Stock, voting together as a single class, shall be necessary
before the Corporation may:

(i) Authorize, issue or enter into any agreement providing for the issuance
(contingent or otherwise) of (A) any authorized but unissued shares of
Series A Preferred Stock or any other class or series of capital stock
senior to or on par with the Series A Preferred Stock as to dividend
rights or (B) any notes or debt securities containing equity features,
including, without limitation, any notes or debt securities convertible
into or

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exchangeable for equity securities, having dividend rights on par with or
senior to the Series A Preferred Stock;

(ii) Redeem or purchase or otherwise acquire any of its capital stock, now or
hereafter issued, of any class, except for (A) any repurchase of shares of
capital stock pursuant to any employee benefit plan adopted by the
Corporation, (B) any payment or redemption of certain convertible
subordinated notes issued by the Corporation on October 5, 1998 to Enron
Capital & Trade Resources Corp. and Joint Energy Development Investments
II Limited Partnership, and (C) any acquisition of shares of capital stock
by the Corporation pursuant to agreements which permit the Corporation to
repurchase such shares (1) upon termination of services to the Corporation
entered into on or before the Original Issue Date or (2) in satisfaction
of an indemnification obligation to the Corporation upon a breach by the
holder of Common Stock of a representation, warranty or covenant in any
agreement for an Acquisition;

(iii) Enter into a transaction or series of transactions resulting in the sale,
lease, transfer or other disposition of all or substantially all of the
assets of the Corporation in which the holders of the Series A Preferred
Stock would receive less than the Common Stock for each share of Series A
Preferred Stock held by them;

(iv) Liquidate, dissolve or wind up the Corporation in any form of transaction;
or

(v) Amend the Corporation's Certificate of Incorporation or Bylaws or the
organizational documents of a subsidiary of the Corporation (including the
filing of a certificate of designation), in each case as amended, or file
with any governmental authority any resolution of the Board of Directors
containing in each case any provisions which would adversely affect or
otherwise impair the voting powers, preferences or other special rights or
privileges, qualifications, limitations or restrictions of the Series A
Preferred Stock (including, without limitation, an amendment or resolution
to increase the number of directors of the Corporation to a number greater
than 10).

4. Conversion. The Corporation and holders of the Series A Preferred Stock
shall have, and be subject to, the conversion rights as follows (the "Conversion
Rights"):

(a) Holder's Right to Convert. Subject to and in compliance with the
provisions of this Section 4, any shares of Series A Preferred Stock may,
at the option of the holder, be converted at any time into fully paid and
nonassessable shares of Common Stock. The number of shares of Common Stock
to which a holder of Series A Preferred Stock shall be entitled upon
conversion by the holder shall be the product obtained by multiplying the
Series A Preferred Stock Rate then in effect (determined as provided in
Section 4(b)(ii)) times the number of shares of Series A Preferred Stock
being converted by such holder.

(b) Certain Definitions and Determinations. As used in Sections 4 and 5, the
following terms shall have the following meanings:

(i) "Closing Price" means on any particular date (A) the last sale price per
share of the Common Stock on such date on the principal stock exchange on
which the Common Stock has been listed or, if there is no such price on
such date, then the last sale price

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on such exchange on the date nearest preceding such date, (B) if the
Common Stock is not listed on any stock exchange, the final bid price for
a share of Common Stock in the over-the-counter market, as reported by the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") at the close of business on such date, or the last sales price
if such price is reported and final bid prices are not available, (C) if
the Common Stock is not quoted on the NASDAQ, the bid price for a share of
Common Stock in the over-the-counter market as reported by the National
Quotation Bureau Incorporated (or any similar organization or agency
succeeding to its functions of reporting prices), or (D) if the Common
Stock is no longer publicly traded, as determined by an investment banking
firm selected in good faith by the Board of Directors based upon the price
that would be paid by a willing buyer of the shares at issue, in a sale
process designed to maximize value and attract a reasonable number of
participants to provide a fair determination of such value, provided, that
none of the transactions related to the foregoing shall include purchases
by any "affiliate" (as defined in Rule 12b-2 under the Securities Act of
1933) of the Corporation.

(ii) The conversion rate in effect at any time for conversion of the Series A
Preferred Stock (the "Preferred Stock Rate") shall be the quotient
obtained by dividing the Original Issue Price (as defined below) by the
Conversion Price, calculated as provided in Section 4(b)(iv).

(iii) The "Original Issue Price" of the Series A Preferred Stock shall equal the
Purchase Price with respect to each share (as adjusted for any stock
dividends, combinations, splits and the like with respect to such shares).

(iv) The conversion price shall initially be $30.00 (the "Conversion Price").
The initial Conversion Price shall be adjusted from time to time in
accordance with the provisions of Section 5. All references to the
Conversion Price herein shall mean the Conversion Price as so adjusted.

(c) Automatic Conversion Prior to Liquidation. In the event of a liquidation
of the Corporation, the Conversion Rights shall be automatically exercised
at the close of business on the first full business day preceding the date
fixed for the payment of any amounts distributable on liquidation to the
holders of Common Stock.

(d) Fractional Shares. No fractional shares of Common Stock shall be issued
upon conversion of the Series A Preferred Stock. All shares of Common
Stock (including fractions thereof) issuable upon conversion of more than
one share of Series A Preferred Stock by a holder shall be aggregated for
purposes of determining whether the conversion would result in the
issuance of any fractional share. In lieu of any fractional shares to
which the holder would otherwise be entitled, the Corporation shall pay
cash equal to such fractional share of Common Stock multiplied by the
Closing Price of the Common Stock on the business day immediately prior to
the date on which conversion is deemed to occur (as determined in
subsection 4(e)(ii) below).

(e) Mechanics of Conversion.

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(i) In order for a holder of Series A Preferred Stock to convert shares of
Series A Preferred Stock into shares of Common Stock, such holder shall
surrender the certificate or certificates for such shares of Series A
Preferred Stock, at the office of the transfer agent for the Series A
Preferred Stock (or at the principal office of the Corporation if the
Corporation serves as its own transfer agent), together with written
notice that such holder elects to convert all or any number of the shares
of the Series A Preferred Stock represented by such certificate or
certificates. Such notice shall state such holder's name or the names of
the nominees in which such holder wishes the certificate or certificates
for shares of Common Stock to be issued.

(ii) If required by the Corporation, certificates surrendered for conversion
shall be endorsed or accompanied by a written instrument or instruments of
transfer, in form satisfactory to the Corporation, duly executed by the
registered holder or his, her or its attorney duly authorized in writing.
Provided that the certificates of the Series A Preferred Stock have been
surrendered as provided above, the Corporation shall, as soon as
practicable, issue and deliver at such office to such holder of Series A
Preferred Stock, or to his, her or its nominees, a certificate or
certificates for the number of shares of Common Stock to which such holder
shall be entitled, together with cash in lieu of any fraction of a share.
In the event less than all shares represented by such certificate are
converted, a new certificate shall be issued by the Corporation
representing the unconverted shares. Such conversion shall be deemed to
have been made at the close of business on the date of such surrender of
the certificates representing the shares of Series A Preferred Stock to be
converted, and the person entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes as the
record holder of such shares of Common Stock on such date.

(f) Reservation of Common Stock. The Corporation shall at all times when the
Series A Preferred Stock shall be outstanding reserve and keep available
(free from preemptive rights) out of its authorized but unissued stock,
for the purpose of issuing upon conversion of the Series A Preferred
Stock, such number of shares of Common Stock as shall then be issuable
upon the conversion of all outstanding Series A Preferred Stock. All
shares of Common Stock so issuable shall, upon issuance, be duly and
validly issued and fully paid and nonassessable. Before taking any action
which would cause an adjustment reducing the Conversion Price below the
then par value of the shares of Common Stock issuable upon conversion of
the Series A Preferred Stock, the Corporation will take any corporate
action which may, in the opinion of its counsel, be necessary in order
that the Corporation may validly and legally issue fully paid and
nonassessable shares of Common Stock at such adjusted Conversion Price.

(g) Notices. Any notice required by the provisions of Sections 2(c), 4 and 5
shall be in writing and shall be deemed effectively given: (i) upon
personal delivery to the party to be notified, (ii) when sent by confirmed
telex or facsimile if sent during normal business hours of the recipient;
if not, then on the next business day, (iii) five business days after
having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (iv) one business day after deposit with a
nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All notices shall be addressed to
each holder of record at the address of such holder appearing on the books
of the Corporation.

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(h) Payment of Taxes. The Corporation will pay all taxes (other than taxes
based upon income or gross receipts) and other governmental charges that
may be imposed with respect to the issue or delivery of shares of Common
Stock upon conversion of shares of Series A Preferred Stock, excluding any
tax or other charge imposed in connection with any transfer involved in
the issue and delivery of shares of Common Stock in a name other than that
in which the shares of Series A Preferred Stock so converted were
registered.

5. Antidilution Adjustments. The number and kind of securities issuable upon
the conversion of the Series A Preferred Stock shall be subject to adjustment,
without duplication, from time to time upon the happening of certain events
occurring on or after the Original Issue Date as follows:

(a) Adjustment for Stock Splits and Combinations. In case the Corporation
shall (i) subdivide its outstanding Common Stock into a greater number of
shares, (ii) combine its outstanding Common Stock into a smaller number of
shares, (iii) pay a dividend or make a distribution on its outstanding
Common Stock in shares of its capital stock or (iv) issue by
reclassification of its outstanding Common Stock (whether pursuant to a
merger or consolidation or otherwise) any other shares of capital stock of
the Corporation, the Series A Preferred Stock surrendered for conversion
after the record date fixed by the Board of Directors for such subdivision,
combination, dividend, distribution or reclassification shall be entitled
to receive the aggregate number and kind of shares of capital stock of the
Corporation which, if this Series A Preferred Stock had been converted
immediately prior to such record date at the Conversion Price then in
effect, such holder would have been entitled to receive by virtue of such
subdivision, combination, dividend, distribution or reclassification; and
the Conversion Price shall be deemed to have been adjusted after such
record date to apply to such aggregate number and kind of shares. Such
adjustment shall be made successively whenever any of the events listed
above shall occur.

(b) Adjustment for Common Stock Dividends and Distributions. In case the
Corporation shall pay a dividend or make a distribution on any class of
capital stock of the Corporation in shares of Common Stock, the Conversion
Price in effect immediately prior to the record date for the determination
of stockholders entitled to receive such dividend or distribution shall be
reduced by multiplying such Conversion Price by a fraction of which (i) the
numerator shall be the number of shares of Common Stock outstanding at the
close of business on the day immediately prior to such record date and (ii)
the denominator shall be the sum of such number of shares and the total
number of shares issued in such dividend or other distribution.

(c) Adjustment for Rights to Acquire Common Stock Below Market Price. Subject
to Section 5(m) below, in case the Corporation shall issue to all holders
of Common Stock rights or warrants entitling them to subscribe for or
purchase Common Stock at a price per share less than the current market
price per share (as determined pursuant to Section 5(h) below), the
Conversion Price in effect from and after the record date therefor shall be
reduced so that it shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to such record date by a
fraction, of which (i) the numerator shall be the number of shares of
Common Stock outstanding on such record date plus the number of shares of
Common Stock which the aggregate offering price of the total number of
shares of Common Stock so offered for subscription or purchase would
purchase at such current market price and (ii) the denominator

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shall be the number of shares of Common Stock outstanding on such record
date plus the number of additional shares of Common Stock so offered for
subscription or purchase. For the purpose of this Section 5(c), the
issuance of rights or warrants to subscribe for or purchase securities
convertible into Common Stock shall be deemed to be the issuance of rights
or warrants to purchase the Common Stock into which such securities are
convertible (without regard to any antidilution provision contained therein
for a subsequent adjustment of such number) at an aggregate offering price
equal to the aggregate offering price of such securities plus the minimum
aggregate amount (if any) payable upon (or in connection with) the exercise
of such securities for Common Stock. Such adjustment shall be made
successively whenever such a record date is fixed. In case such rights or
warrants are not issued after such a record date has been fixed, the
Conversion Price shall be readjusted to the Conversion Price which would
have been in effect if such record date had not been fixed.

(d) Adjustment for Distribution of Debt or Assets. In case the Corporation
shall distribute to all holders of Common Stock (whether pursuant to a
merger or consolidation or otherwise) evidences of its indebtedness or
assets (excluding shares of capital stock of the Corporation and cash
dividends out of retained earnings), or rights to subscribe for Common
Stock at a price less than the current market price per share (excluding
those referred to in Section 5(c) above), then in each such case the
Conversion Price in effect from and after the record date therefor shall be
adjusted so that it shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to such record date by a
fraction, of which (i) the numerator shall be the current market price per
share (determined as provided in Section 5(h) below) of the Common Stock on
such record date less the fair market value (as determined by the Board of
Directors, whose determination in good faith shall be conclusive) of the
portion of the evidences of indebtedness or assets so distributed or of
such rights to subscribe applicable to one share of Common Stock and (ii)
the denominator shall be such current market price per share of Common
Stock. Such adjustment shall be made successively whenever any such a
record date is fixed. In case such distribution is not made after such a
record date has been fixed, the Conversion Price shall be readjusted to the
Conversion Price which would have been in effect if such record date had
not been fixed.

(e) Adjustment for Sales of Common Stock Below Market Price (But Above
Conversion Price). If the Corporation shall issue any additional shares of
Common Stock (other than as provided in Sections 5(a) through 5(d) above)
at a price per share less than the current market price per share of Common
Stock but above the Conversion Price in respect of the Series A Preferred
Stock, then the Conversion Price shall be adjusted to the price determined
by multiplying the Conversion Price by a fraction of which (i) the
numerator shall be (A) the sum of (1) the number of shares of Common Stock
outstanding immediately prior to the issuance of such additional shares of
Common Stock multiplied by the current market price and (2) the
consideration, if any, received and deemed received by the Corporation upon
the issuance of such additional shares of Common Stock (B) divided by the
total number of shares of Common Stock outstanding immediately after the
issuance of such additional shares of Common Stock, and (ii) the
denominator shall be the current market price.

(f) Adjustment for Sales of Common Stock Below Conversion Price. If the
Corporation shall issue any additional shares of Common Stock (other than
as provided in Sections 5(a) through 5(e) above) at a price per share less
than the Conversion Price, then the

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Conversion Price shall be adjusted to the price determined by multiplying
the Conversion Price times a fraction of which (i) the numerator shall be
(A) the sum of (1) the number of shares of Common Stock outstanding
immediately prior to the issuance of such additional shares of Common Stock
multiplied by the Conversion Price and (2) the consideration, if any,
received and deemed received by the Corporation upon the issuance of such
additional shares of Common Stock (B) divided by the total number of shares
of Common Stock outstanding immediately after the issuance of such
additional shares of Common Stock, and (ii) the denominator shall be the
Conversion Price.

(g) Certain Determinations.

(i) In case the Corporation shall issue any security or evidence of
indebtedness which is convertible into or exchangeable for Common Stock
("Convertible Security"), or any warrant, option or other rights to
subscribe for or purchase Common Stock or any Convertible Security
(together with Convertible Securities, "Common Stock Equivalent"), or if,
after any such issuance, the price per share for which such additional
shares of Common Stock may be issuable thereunder is amended, then, for
purposes of Sections 5(e) and (f), (A) the maximum number of additional
shares of Common Stock issuable pursuant to all such Common Stock
Equivalents (without regard to any antidilution provision contained therein
for a subsequent adjustment of such number) shall be deemed to have been
issued as of the earlier of (1) the date on which the Corporation shall
enter into a firm contract for the issuance of such Common Stock Equivalent
or (2) the date of actual issuance of such Common Stock Equivalent, and (B)
the aggregate consideration for such maximum number of additional shares of
Common Stock shall be deemed to be the minimum consideration received and
receivable by the Corporation for the issuance of such additional shares of
Common Stock pursuant to such Common Stock Equivalent. No adjustment of
the Conversion Price shall be made under this paragraph upon the issuance
or deemed issuance of any shares of Common Stock pursuant to the exercise
of any conversion or exchange rights of any Convertible Security or
pursuant to the exercise of any warrants, options, or other subscription or
purchase rights, if any adjustments shall previously have been made in the
Conversion Price then in effect upon the issuance of such Convertible
Securities, warrants, options or other rights pursuant hereto.

(ii) The following provisions shall be applicable to making of adjustments in
the Conversion Price hereinbefore provided in Sections 5(c), (d), (e) and
(f):

(A) The consideration received by the Corporation shall be deemed to be the
following:

(1) (x) To the extent that any additional shares of Common Stock or any Common
Stock Equivalents shall be issued for cash consideration, the consideration
received by the Corporation therefor, or, (y) if such additional shares of
Common Stock or Common Stock Equivalents are offered by the Corporation for
subscription, the subscription price, or, (z) if such additional shares of
Common Stock or Common Stock Equivalents are sold to underwriters or
dealers for public offering without a subscription offering, the initial
public offering price, in any such case excluding any amounts paid or
receivable for accrued interest or accrued dividends and without deduction
of any compensation,

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discounts, commissions or expenses paid or incurred by the Corporation for
and in the underwriting of, or otherwise in connection with, the issue
thereof;

(2) To the extent that such issuance shall be for a consideration other than
cash, then, except as herein otherwise expressly provided, the fair market
value of such consideration at the time of such issuance as determined in
good faith by the Board of Directors. In any case in which the
consideration to be received or paid shall be other than cash, the Board of
Directors of the Corporation shall notify promptly each holder of the
Series A Preferred Stock of its determination of the fair market value of
such consideration;

(3) The consideration for any additional shares of Common Stock issuable
pursuant to any Common Stock Equivalents shall be the consideration
received by the Corporation for issuing such Common Stock Equivalents, plus
the additional consideration payable to the Corporation upon the exercise,
conversion or exchange of such Common Stock Equivalents; and

(4) In case of the issuance at any time of any additional shares of Common
Stock or Common Stock Equivalents in payment or satisfaction of any
dividend upon any class of stock other than Common Stock, the Corporation
shall be deemed to have received for such additional shares of Common Stock
or Common Stock Equivalents a consideration equal to the amount of such
dividend so paid or satisfied.

(B) Upon the expiration of the right to convert, exchange or exercise any
Common Stock Equivalent the issuance of which effected an adjustment in the
Conversion Price, if any such Common Stock Equivalent shall not have been
converted, exercised or exchanged, (1) the number of shares of Common Stock
deemed to be issued and outstanding by reason of the fact that they were
issuable upon conversion, exchange or exercise of any such Common Stock
Equivalent shall no longer be computed as set forth above, (2) the
Conversion Price shall forthwith be readjusted and thereafter be the price
which it would have been (but reflecting any other adjustments in the
Conversion Price made pursuant to the provisions of this Section 5 after
the issuance of such Common Stock Equivalent) had the adjustment of the
Conversion Price made upon the issuance or sale of such Common Stock
Equivalent been made on the basis of the issuance only of the number of
additional shares of Common Stock actually issued upon exercise, conversion
or exchange of such Common Stock Equivalent, and (3) thereupon only the
number of additional shares of Common Stock actually so issued shall be
deemed to have been issued and only the consideration actually received by
the Corporation (computed as in clause (A) above) shall be deemed to have
been received by the Corporation.

(iii) The number of shares of Common Stock at any time outstanding shall not
include any shares thereof then directly or indirectly owned or held by or
for the account of the Corporation or its subsidiaries.

(iv) No adjustments of the Conversion Price shall be made pursuant to Sections
5(c), (e), and (f) upon the issuance of shares of Common Stock that are
issued pursuant to (x) any employee benefit plan, program or policy
approved by the Board of Directors of the Corporation, including thrift
plans, stock purchase plans, stock bonus plans, stock options plans,

11

employee stock ownership plans or other incentive or profit sharing
arrangements, for the benefit of employees, officers or directors of the
Corporation or its "affiliates" (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended) or (y) Acquisitions made by
the Corporation.

(h) Current Market Price. For the purpose of any computation under Sections
5(c), (d) and (e) above, the current market price shall be deemed to be the
following:

(i) With respect to a bonafide underwritten public offering, the offering price
agreed to by the underwriter;

(ii) With respect to binding agreements made by the Corporation to issue shares
of Common Stock for a price that is (A) determined as of the date of the
agreement with reference to a market price contemporaneous with the date of
the binding agreement and (B) without full adjustment to the Closing Price
on the day of issuance, the price as determined by such binding agreement;
or

(iii) With respect to all other situations, the average of the daily Closing
Prices for 30 consecutive trading days commencing 45 trading days before
the date in question.

(i) Deferral of Share Issuance. In any case in which this Section 5 shall
require that an adjustment as a result of any event becomes effective from
and after a record date, the Corporation my elect to defer until after the
occurrence of such event (i) issuing to the holder of Series A Preferred
Stock converted after such record date and before the occurrence of such
event the additional shares of Common Stock issuable upon such conversion
over and above the shares issuable on the basis of the Conversion Price in
effect immediately prior to adjustment and (ii) paying to such holder any
amount in cash in lieu of a fractional share of Common Stock pursuant to
Section 4(d) above. In lieu of the shares the issuance of which is
deferred pursuant to this Section 5(i), the Corporation shall issue or
cause a transfer agent to issue due bills or other appropriate evidence of
the right to receive such shares promptly after the occurrence of such
event.

(j) De Minimis Adjustments. Any adjustment in the Conversion Price otherwise
required by this Section 5 to be made may be postponed until the date of
the next adjustment otherwise required to be made if such adjustment
(together with any other adjustments postponed pursuant to this Section 5
and not theretofore made) would not require an increase or decrease of more
than 1% in such price, but in the case of an adjustment required as a
result of a dividend or distribution on any class of capital stock of the
Corporation in shares of Common Stock, such adjustment must be made no
later than the earlier of (a) 3 years after the date of the stock dividend
or distribution or (b) the date as of which the aggregate stock dividends
or distributions for which adjustment of the Conversion Price has not
previously been made total at least 3% of the issued and outstanding
capital stock of the Corporation with respect to which such stock dividends
or distributions were made. All calculations under this Section 5 shall be
made to the nearest cent or to the nearest 1/100th of a share, as the case
may be.

(k) Applicability to Other Shares. In case at any time, as a result of an
adjustment made pursuant to Section 5(a)(iii) or (iv) above, the holders of
the Series A Preferred

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Stock thereafter surrendered for conversion shall become entitled to
receive any shares of capital stock of the Corporation other than Common
Stock, the number and kind of such other shares so receivable upon
conversion of Series A Preferred Stock shall thereafter be subject to
adjustment from time to time in a manner and on terms as nearly equivalent
as practicable to the provisions with respect to the Common Stock contained
in clauses (a) to (g), inclusive, above, and the other provisions of this
Section 5 with respect to the Common Stock shall apply on like terms to any
such other shares.

(l) Board Determinations. The Board of Directors may make such reductions in
the Conversion Price, in addition to those required by this Section 5, as
shall be determined by the Board of Directors to be advisable in order to
avoid taxation so far as practicable of any dividend of stock or stock
rights or any event treated as such for federal income tax purposes to the
recipients. The Board of Directors shall have the power to resolve any
ambiguity or correct any error in this Section 5, and (absent manifest
error by the Board of Directors) its action in so doing shall be final and
conclusive.

(m) Rights Plan. With respect to any stockholder rights plan (the "Rights
Plan") pursuant to which "rights" would be issued or issuable to
stockholders of the Corporation, no adjustment shall be made to the
Conversion Price as a result of such Rights Plan in the event that an
appropriate amount of "rights" are either (i) reserved for issuance in
connection with the issuance of Conversion Shares to the holders of Series
A Preferred Stock or (ii) are issued to holders of Series A Preferred Stock
on an as converted basis. Unless rights are so issued pursuant to clause
(ii) of this Section 5(m), if and when the rights become exercisable, an
appropriate adjustment to the Conversion Price in accordance with the terms
of the Rights Plan shall be made pursuant to this Section 5.

(n) Notices of Adjustment. In each case of an adjustment or readjustment of
the Conversion Price for the number of shares of Common Stock or other
securities issuable upon conversion of shares of Series A Preferred Stock,
if the Series A Preferred Stock is then convertible pursuant to Section 4,
the Corporation, at its expense, shall compute such adjustment or
readjustment in accordance with the provisions hereof and prepare a
certificate showing such adjustment or readjustment, and shall deliver such
certificate to each registered holder of Series A Preferred Stock. The
certificate shall set forth such adjustment or readjustment, showing in
detail the facts upon which such adjustment or readjustment is based,
including (without limitation) a statement of (i) the consideration
received or deemed to be received by the Corporation for any additional
securities issued or sold or deemed to have been issued or sold, (ii) the
Conversion Price at the time in effect, (iii) the number of additional
securities and (iv) the type and amount, if any, of other property which at
the time would be received upon conversion of the Series A Preferred Stock.

(o) Notices of Record Date. Upon (i) any taking by the Corporation of a record
of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or other
distribution or (ii) other capital reorganization of the Corporation, any
reclassification or recapitalization of the capital stock of the
Corporation, any merger or consolidation of the Corporation with or into
any other corporation, or any voluntary or involuntary dissolution,
liquidation or winding up of the Corporation, the Corporation shall send to
each holder of the Series A Preferred Stock at least 20 calendar days

13

prior to the record date specified therein a notice specifying (A) the date
on which any such record is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution, (B) the
date on which any such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or winding up is expected
to become effective, and (C) the date, if any, that is to be fixed as to
when the holders of record of Common Stock (or other securities) shall be
entitled to exchange their shares of Common Stock (or other securities) for
securities or other property deliverable upon such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation
or winding up.

THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK.



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IN WITNESS WHEREOF, QUANTA SERVICES, INC. has caused its corporate seal to
be affixed and this Certificate to be signed by its President and its Secretary
this 21st day of September, 1999.

QUANTA SERVICES, INC.


By: /s/ John R. Colson
------------------
John R. Colson, President


By: /s/ Brad Eastman
----------------
Brad Eastman, Secretary



SIGNATURE PAGE TO
CERTIFICATE OF DESIGNATION

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