CERTIFICATE OF DESIGNATIONS
SERIES D JUNIOR PARTICIPATING PREFERRED STOCK
QUANTA SERVICES, INC.
(Pursuant to Section 151 of the
Delaware General Corporation Law)
Quanta Services, Inc., a corporation organized and existing under the General Corporation Law of the State of
Delaware (hereinafter called the "Corporation"), hereby certifies that the following resolution was adopted by the
Board of Directors of the Corporation as required by Section 151 of the General Corporation Law at a meeting
duly called and held on October 15, 2002:
RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation
(hereinafter called the "Board of Directors" or the "Board") in accordance with the provisions of the Amended
and Restated Certificate of Incorporation, as amended, the Board of Directors hereby creates a series of
Preferred Stock, par value $0.00001 per share, of the Corporation (the "Preferred Stock"), and hereby states
the number of shares, and fixes the relative rights, preferences, and limitations thereof as follows:
Series D Junior Participating Preferred Stock:
Section 1. Designation and Amount. The shares of such series shall be designated as "Series D Junior
Participating Preferred Stock" (the "Series D Preferred Stock") and the number of shares constituting the Series
D Preferred Stock shall be 1,000,000. Such number of shares may be increased or decreased by resolution of
the Board of Directors; provided, that no decrease shall reduce the number of shares of Series D Preferred
Stock to a number less than the number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding
securities issued by the Corporation convertible into Series D Preferred Stock.
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar s