EXHIBIT B. CERTIFICATE OF DESIGNATION

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

Quanta Services, Inc., a Delaware corporation (the "Corporation"),
certifies that pursuant to the authority conferred upon the Board of Directors
of the Corporation (the "Board of Directors") by the Amended and Restated
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation"), and in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, as amended (the "DGCL"), the
Board of Directors, on ____________, 2002, adopted the following resolution
creating and issuing a series of its Preferred Stock, par value $0.00001 per
share:

RESOLVED, that (1) pursuant to the authority conferred upon the Board
of Directors of the Corporation by the Certificate of Incorporation of the
Corporation, the Board of Directors hereby designates 3,918,209 shares of the
preferred stock par value $0.00001 per share, of the Corporation as "Series E
Convertible Preferred Stock" (the "Series E Preferred Stock"), and the powers,
designations, preferences and relative, participating, optional and other
rights of the Series E Preferred Stock and the qualifications, limitations and
restrictions thereof, be, and the hereby are, as set forth below (the
"Certificate of Designation") and (2) in connection therewith, the officers of
the Corporation be, and each of them hereby is, authorized, empowered and
directed on behalf of the Corporation and in its name to execute and file the
Certificate of Designation with the Delaware Secretary of State:

1. Designation. Three Million, Nine Hundred Eighteen Thousand, Two
Hundred Nine (3,918,209) shares of the authorized and unissued preferred stock
of the Corporation, $0.00001 par value per share, are hereby designated
"Series E Convertible Preferred Stock".

2. Dividends.

(a) Preferred Dividend. Subject to the immediately following sentence
and Section 2(b), no dividends shall be payable on the Series E Preferred
Stock. Notwithstanding the first sentence of this Section 2(a), if after the
fourth (4th) anniversary of the Original Issue Date (as defined below), the
Series E Preferred Stock shall not have been converted into Common Stock
pursuant to Section 6 hereof, then the Series E Preferred Stock shall accrue
dividends at a rate of 8.0% per annum, when and as declared by the Board of
Directors, payable in shares of Series E Preferred Stock legally available for
that purpose (the "Preferred Dividend"), retroactive to the Original Issue
Date; provided, that the accrual of Preferred Dividends may not cause First
Reserve's (as defined below) Voting Percentage to exceed the Standstill Amount
(as defined in the Securities Purchase Agreement, dated as of October __,
2002, between the Corporation and First Reserve (the "Purchase Agreement")).
In the event that the payment of Preferred Dividends to First Reserve causes
First Reserve's Voting Percentage to exceed the Standstill Amount, the
Preferred Dividends shall cease accruing for so long as First Reserve's Voting
Percentage exceeds the Standstill Amount, and the Series E Preferred Stock
shall accrue dividends in cash at a rate of 8.0% per annum (the "Cash
Dividend"). In such event, and if in such event the Cash Dividends may not be
payable under the terms of the Corporation's outstanding debt instruments, the
Corporation shall make reasonable best efforts to obtain all required
approvals necessary to permit the payment of the Cash Dividend. If First
Reserve's Voting Percentage ceases to exceed the Standstill Amount, the Cash
Dividend shall cease, and the Series E Preferred Stock shall again begin to
accrue the Preferred Dividend. Upon the effectiveness of the Preferred
Dividend, the Preferred Dividend on each share of Series E Preferred Stock
shall be cumulative from the date of issuance of such share, whether or not
earned, whether or not shares of the Corporation are legally available for
therefor 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. Subject to the rights of the holders of the Corporation's
outstanding Series A Convertible Preferred Stock, par value $0.00001 per share
(the "Series A Preferred Stock"), so long as any shares of Series E 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 E 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 E Preferred
Stock shall have been paid or declared and set apart. "Voting Percentage" has
the definition set forth in the Securities Purchase Agreement. "First Reserve"
means First Reserve Fund IX, L.P., a Delaware limited partnership, or a
permitted transferee that is an Affiliate (as defined in the Purchase
Agreement) of First Reserve under the provisions of the Investor's Rights
Agreement, dated as of October __, 2002, between First Reserve and the
Corporation.

(b) Participating Dividend. The shares of Series E 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 E Preferred Stock had
been converted immediately prior to the record date for payment of such
dividends or distributions (the "Participating Dividend"); provided, however,
the shares of Series E Preferred Stock shall not be entitled to receive any
non-cash dividend or distribution if the number or kind of securities issuable
upon conversion of the Series E Preferred Stock is adjusted under Section 7
hereof in connection therewith. The Participating Dividend on each share of
Series E Preferred Stock shall be cumulative from the date of issuance of such
share, whether or not earned, whether or not the Corporation has funds legally
available for therefor 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.

(c) Termination of Preferred and Participating Dividends. The
Preferred Dividends and Participating Dividends, except accrued and unpaid
Preferred Dividends and Participating Dividends, will terminate on the date
that the Series E Preferred Stock is converted into shares of the
Corporation's Common Stock.

3. Voting Rights.

(a) General. Except as set forth in Section 3(b) hereof, the Series E
Preferred Stock shall have no voting rights.

(b) Veto Rights. So long as the outstanding shares of Series E
Preferred Stock represent 10% or more of the Voting Securities, the approval
by the vote or written consent of the holders of at least two-thirds of the
then outstanding shares of Series E 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 E Preferred Stock or any other class or series of
capital stock senior to or on par with the Series E 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 exchangeable for equity securities,
having dividend rights on par with or senior to the Series E
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 and (B) 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 E Preferred Stock would receive less than the Common Stock for
each share of Series E 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 (whether
by merger, consolidation or otherwise (including the filing of, or
amending, 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 that would adversely
affect or otherwise impair the voting powers, preferences or other
special rights or privileges, qualifications, limitations or
restrictions of the Series E Preferred Stock (including, without
limitation, an amendment or resolution to increase the number of
directors of the Corporation to a number greater than 12).

4. Liquidation, Dissolution or Winding Up; Redemption.

(a) Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Corporation, voluntary or otherwise, no
distribution shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series E Preferred Stock unless, prior thereto, the holders of shares of
Series E Preferred Stock shall have received an amount per share (the "Series
E Liquidation Preference") equal to the greater of (i) the initial purchase
price of the Series E Preferred Stock plus any accrued Preferred Dividends
that would have accrued pursuant to Section 2(a) hereof had such provision
applied, and (ii) the amount payable if such Series E Preferred Stock had been
converted into Common Stock immediately prior to any such liquidation,
dissolution or winding up. In the event, however, that there are not
sufficient assets available to permit payment in full of the Series E
Liquidation Preference and the liquidation preferences of all other classes
and series of stock of the Corporation, if any, that rank on a parity with the
Series E Preferred Stock in respect thereof, then the assets available for
such distribution shall be distributed ratably to the holders of the Series E
Preferred Stock and the holders of such parity shares in proportion to their
respective liquidation preferences. Neither the merger or consolidation of the
Corporation into or with another corporation or other entity nor the merger or
consolidation of any other corporation or other entity into or with the
Corporation shall be deemed to be a liquidation, dissolution or winding up of
the Corporation for purposes of this Section 4.

(b) Redemption.

(i) So long as any shares of Series E Preferred Stock are outstanding,
the occurrence of (A) an Approved Sale, (B) the fifth (5th)
anniversary of the Original Issue Date or (C) an underwritten public
offering lead managed by a nationally recognized investment bank
pursuant to a registration statement declared effective under the
Securities Act of 1933, as amended, covering the offering and sale of
Voting Securities in which net proceeds received by the Corporation
in such public offering, after all costs and expenses, including
without limitation, underwriting discounts and commissions, equals or
exceeds $215,000,000, and in which the price per share to the public
is at least $4.40 (a "Qualified Financing"), shall be a redemption
event ("Redemption Event"). Upon the approval by vote or written
consent of the holders of at least a majority of the then outstanding
shares of Series E Preferred Stock, an Approved Sale or Qualified
Financing shall not be deemed to be a Redemption Event within the
meaning of this Section 4(b). Upon the occurrence of a Redemption
Event, if the Corporation or the holder(s) of a majority of the
outstanding Series E Preferred Stock give written notice to the other
(in accordance with Section 4(b)(ii) below) that such party intends
to request redemption, the shares of Series E Preferred Stock shall
be redeemed by the Corporation, and the holder of each share of
Series E Preferred Stock shall be entitled to receive the Series E
Redemption Amount (as defined below). The term "Approved Sale" shall
mean (i) any sale, transfer, issuance or redemption or series of
sales, transfers, issuances or redemptions (or any combination
thereof) of shares of the Corporation's capital stock by the holders
thereof or the Corporation, or any merger, consolidation,
reclassification or other transaction, which results in any person or
entity or group of affiliated persons or entities (other than the
owners of the Corporation's capital stock (on a fully diluted basis)
immediately prior to any such transaction or series of transactions)
beneficially owning, directly or indirectly more than 50% of,
respectively, the then outstanding equity securities, or the combined
voting power of the then outstanding capital stock entitled to vote
generally in the election of the Board of Directors, or (ii) a sale
or other transfer of all or substantially all of the assets of the
Corporation and its Subsidiaries on a consolidated basis in any
transaction or series of related transactions (other than sales in
the ordinary course of business) as the case may be, which is
approved by a majority of the directors of the Corporation not
designated by the holder(s) of the Series E Preferred Stock. The term
"Subsidiary" shall mean any person or entity of which securities or
other ownership interests representing more than 50% of the ordinary
voting power or equity interests of such person or entity are at the
time owned or controlled, directly or indirectly, by the Corporation.

(ii) If a Qualified Financing or Approved Sale is intended to occur, the
Corporation will notify each holder of Series E Preferred Stock in
writing of such pending event no less than 10 days prior to the
consummation thereof. Such notice will describe the material terms
and conditions of such event (including, but not limited to, the
amount and nature of the total consideration to be paid in connection
therewith). The holder(s) of the Series E Preferred Stock shall be
entitled to receive an amount per share (the "Series E Redemption
Amount") equal to the higher of (i) the Original Issue Price
(calculated assuming the accrual of dividends from the Original Issue
Date), or (ii) an amount equal to the product of the then-current
market price of a share of Common Stock (on any national securities
exchange on which the Common Stock is then listed, or if the Common
Stock is not then so listed, as determined in the good faith judgment
of the Corporation's board of directors) multiplied by the number of
shares of Common Stock that would have been received by the holder(s)
of the Series E Preferred Stock upon conversion of the Series E
Preferred Stock into Common Stock, taking into account all accrued
Preferred Dividends. The "Original Issue Price" of the Series E
Preferred Stock shall equal the purchase price originally paid with
respect to each share plus accrued and unpaid dividends (as adjusted
for any stock dividends, combinations, splits and the like with
respect to such shares). The right of redemption set forth in this
Section 4(b) shall terminate upon the conversion of the Series E
Preferred Stock into Common Stock. The right of the holder(s) of the
Series E Preferred Stock to receive the Redemption Amount shall be
explicitly subordinate to the Corporation's obligations pursuant to
the terms of any indebtedness, whether secured or unsecured.

5. Ranking. The Series E Preferred Stock shall rank equally with the
Series A Preferred Stock as to the distributions of assets upon liquidation,
dissolution or winding up and shall rank senior to the Common Stock on such
matter.

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

(a) Right to Convert. Subject to and in compliance with the
provisions of this Section 6, any shares of Series E Preferred Stock may, at
the option of the holder or the Corporation, be converted at any time
following the Convertibility Date (as defined below) into fully paid and
nonassessable shares of Common Stock; provided, that if the Corporation enters
into a definitive agreement with respect to a Change of Control (as defined
below) transaction within 60 days following the date of issuance of the Series
E Preferred Stock, then the Series E Preferred Stock shall not be deemed to be
convertible (or to have been converted) into Common Stock for purposes of the
per share Common Stock consideration payable in connection with such Change of
Control transaction; provided, further, that in the event of a Change of
Control transaction within the period as specified in the proviso immediately
prior to this proviso, the holder of the Series E Preferred stock shall be
entitled upon consummation of such transaction to a cash payment equal to the
Original Issue Price (calculated assuming the accrual of dividends from the
Original Issue Date). The number of shares of Common Stock to which a holder
of Series E Preferred Stock shall be entitled upon conversion by the holder
shall be the product obtained by multiplying the Series E Preferred Stock Rate
then in effect (determined as provided in Section 6(b)(iii)) times the number
of shares of Series E Preferred Stock being converted by such holder. Any
conversion of Series E Preferred Stock pursuant to this Section 6 shall, in
the case of a conversion requested by a holder of Series E Preferred Stock, be
for all, and not less than all, of the shares of Series E Preferred Stock held
by such holder and, in the case of a conversion requested by the Corporation,
be for all, and not less than all, of the outstanding Series E Preferred
Stock.

(b) Certain Definitions and Determinations. As used in Section 6, the
following terms shall have the following meanings:

(i) "Change of Control" shall be deemed to have occurred if (i) any
Person acquires, directly or indirectly, the beneficial ownership of
any voting security of the Corporation and immediately after such
acquisition such person is, directly or indirectly, the beneficial
owner of voting securities representing 50% or more of the total
voting power of all the then outstanding voting securities of the
Corporation entitled to vote generally in the election of directors;
or (ii) individuals who on the initial issuance of the Series E
Preferred Stock constitute the Corporation's Board of directors, or
their successors approved in accordance with the terms below, cease
for any reason to constitute at least a majority thereof, unless the
election or nomination for the election by the Corporation's
stockholders of each new director was approved by vote of at least
2/3rds of the directors then still in office who were directors on
the initial issuance of the Series E Preferred Stock or their
successors approved in accordance with the terms hereof.

(ii) "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 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.

(iii) The conversion rate in effect at any time for conversion of the
Series E Preferred Stock (the "Preferred Stock Rate") shall be the
quotient obtained by dividing the Original Issue Price (as defined
above) by the Conversion Price, calculated as provided in Section
6(b)(v).

(iv) "Convertibility Date" means the later of (i) the expiration or
termination of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, in
respect of the transactions contemplated by the Purchase Agreement,
and (ii) such time as the Corporation's stockholders have approved
the conversion rights of the Series E Preferred Stock, including the
issuance of Common Stock upon the conversion thereof.

(v) The conversion price shall initially be $[____] [insert the Per
Preferred Share Purchase Price divided by 10] (the "Conversion
Price"). The initial Conversion Price shall be adjusted from time to
time in accordance with the provisions of Section 7. 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 E Preferred Stock. All shares of Common
Stock (including fractions thereof) issuable upon conversion of more than one
share of Series E 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 6(e)(ii) below).

(e) Mechanics of Conversion.

(i) In order for a holder of Series E Preferred Stock to convert shares
of Series E Preferred Stock into shares of Common Stock, such holder
shall surrender the certificate or certificates for such shares of
Series E Preferred Stock, at the office of the transfer agent for the
Series E 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 E 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 E 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 E 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 E 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 E 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 E Preferred
Stock, such number of shares of Common Stock as shall then be issuable upon
the conversion of all outstanding Series E 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 that 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 E 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 herein 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.

(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 E 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 E Preferred Stock so converted were registered.

7. Antidilution Adjustments. The number and kind of securities
issuable upon the conversion of the Series E 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 E 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 that,
if this Series E 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 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 (A) 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 (B) 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 7(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 7(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 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 7(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 7(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 7(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 7(a) through 7(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 E 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 7(a) through 7(e) above) at a price per share less
than the Conversion Price, then the 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 that 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 7(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 7(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,
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 E 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 7
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 7(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, 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 7(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 7
shall require that an adjustment as a result of any event becomes effective
from and after a record date, the Corporation may elect to defer until after
the occurrence of such event (i) issuing to the holder of Series E 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 6(d)
above. In lieu of the shares the issuance of which is deferred pursuant to
this Section 7(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 7 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 7 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 7 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 7(a)(iii) or (iv) above, the holders
of the Series E Preferred 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 E 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 7 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 7, as shall be determined by the Board of Directors to be advisable 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 7, 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 E Preferred Stock or
(ii) are issued to holders of Series E Preferred Stock on an as converted
basis. Unless rights are so issued pursuant to clause (ii) of this Section
7(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 7.

(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 E Preferred
Stock, if the Series E Preferred Stock is then convertible pursuant to Section
6, 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 E 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 E Preferred Stock.

(o) Notices of Record Date. Upon the fixing by the Board of Directors
of a record date for the purpose of determining the holders of any class of
securities who are entitled to receive any dividend or other distribution,
including, but not limited to in connection with any 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 E Preferred Stock at least 20 calendar days prior to
the record date specified therein a notice specifying (A) the record date 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.


IN WITNESS WHEREOF, QUANTA SERVICES, INC. has caused this Certificate
of Designation to be executed on its behalf by its Vice President, General
Counsel and Secretary, and attested to by its Assistant Secretary, this
20th day of December, 2002.

QUANTA SERVICES, INC.



By: /s/Dana A. Gordon

Name: Dana A. Gordon

Title: Vice President,
General Counsel and Secretary




THE UNDERSIGNED, the Assistant Secretary of Quanta Services, Inc.
hereby acknowledges, in the name and on behalf of said corporation, the
foregoing Certificate of Designation to be the corporate act of said
corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect
to the approval thereof or otherwise required to be verified under oath are
true in all material respects, under the penalties of perjury.


By: /s/Pamela L. Kunkemoeller

Name: Pamela L. Kunkemoeller

Title: Assistant Secretary









SIGNATURE PAGE TO
CERTIFICATE OF DESIGNATION