<PAGE>

                                                                     EXHIBIT 4.1


                       ---------------------------------


                             QUANTA SERVICES, INC.

                                      AND

           AMERICAN STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT

                     ------------------------------------


                                RIGHTS AGREEMENT

                           DATED AS OF MARCH 8, 2000

                ------------------------------------------------
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                               PAGE NO.
                                                               --------
<S>          <C>                                               <C>
Section 1.   Certain Definitions..............................    -1-

Section 2.   Appointment of Rights Agent......................    -9-

Section 3.   Issue of Right Certificates......................    -9-

Section 4.   Form of Right Certificates......................    -11-

Section 5.   Countersignature and Registration...............    -11-

Section 6.   Transfer, Split Up, Combination and Exchange
             of Right Certificates; Mutilated, Destroyed,
             Lost or Stolen Right Certificates...............    -12-

Section 7.   Exercise of Rights, Purchase Price; Expiration
             Date of Rights..................................    -12-

Section 8.   Cancellation and Destruction of Right
             Certificates....................................    -14-

Section 9.   Availability of Shares of Series B Preferred
             Stock...........................................    -14-

Section 10.  Series B Preferred Stock Record Date............    -15-

Section 11.  Adjustment of Purchase Price, Number and
             Kind of Shares and Number of Rights.............    -15-

Section 12.  Certificate of Adjusted Purchase Price or
             Number of Shares................................    -23-

Section 13.  Consolidation, Merger or Sale or Transfer of
             Assets or Earning Power.........................    -23-

Section 14.  Fractional Rights and Fractional Shares.........    -26-

Section 15.  Rights of Action................................    -28-

Section 16.  Agreement of Right Holders......................    -28-

Section 17.  Right Certificate Holder Not Deemed
             a Stockholder...................................    -28-

Section 18.  Concerning the Rights Agent.....................    -29-

Section 19.  Merger or Consolidation or Change of Name of
             Rights Agent....................................    -29-

Section 20.  Duties of Rights Agent..........................    -30-
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>          <C>                                              <C>

Section 21.  Change of Rights Agent..........................    -32-

Section 22.  Issuance of New Right Certificates..............    -32-

Section 23.  Redemption......................................    -33-

Section 24.  Exchange........................................    -33-

Section 25.  Notice of Certain Events........................    -34-

Section 26.  Notices.........................................    -35-

Section 27.  Supplements and Amendments......................    -35-

Section 28.  Successors......................................    -36-

Section 29.  Benefits of this Agreement......................    -36-

Section 30.  Determinations and Actions by the Board
             of Directors....................................    -36-

Section 31.  Severability....................................    -37-

Section 32.  Governing Law...................................    -37-

Section 33.  Counterparts....................................    -37-

Section 34.  Descriptive Headings............................    -37-
</TABLE>

                                       ii
<PAGE>

                                RIGHTS AGREEMENT

          Rights Agreement, dated as of March 8, 2000 ("Agreement"), between
Quanta Services, Inc., a Delaware corporation (the "Company"), and American
Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").

          The Board of Directors of the Company has authorized and declared a
dividend of one preferred share purchase right (a "Right") for each share of
Common Stock (as hereinafter defined) and Series A Preferred Stock (as
hereinafter defined) (on an as converted basis) of the Company outstanding as of
the Close of Business (as hereinafter defined) on March 27, 2000 (the "Record
Date"), each Right representing the right to purchase one one-thousandth
(subject to adjustment) of a share of Series B Preferred Stock (as hereinafter
defined), upon the terms and subject to the conditions herein set forth, and has
further authorized and directed the issuance of one Right (subject to adjustment
as provided herein) with respect to each share of Common Stock and Series A
Preferred Stock (on an as converted basis) that shall become outstanding between
the Record Date and the earlier of the Distribution Date and the Expiration Date
(as such terms are hereinafter defined); provided, however, that Rights may be
issued with respect to shares of Common Stock and Series A Preferred Stock that
shall become outstanding after the Distribution Date and the Expiration Date in
accordance with Section 22.

          Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

           Section 1.  Certain Definitions.  For purposes of this Agreement, the
following terms have the meaning indicated:

          (a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which shall be the Beneficial Owner (as such term is
hereinafter defined) of 15% or more of the shares of Common Stock then
outstanding, but shall not include an Exempt Person (as such term is hereinafter
defined); provided, however, that (i) if the Board of Directors of the Company
determines in good faith that a Person who would otherwise be an "Acquiring
Person" no longer qualifies as an Exempt Person inadvertently or became the
Beneficial Owner of a number of shares of Common Stock such that the Person
would otherwise qualify as an "Acquiring Person" inadvertently (including,
without limitation, because (A) such Person was unaware that it beneficially
owned a percentage of Common Stock that would otherwise cause such Person to be
an "Acquiring Person" or (B) such Person was aware of the extent of its
Beneficial Ownership of Common Stock but had no actual knowledge of the
consequences of such Beneficial Ownership under this Agreement) and without any
intention of changing or influencing control of the Company, then such Person
shall not be deemed to be or to have become an "Acquiring Person" for any
purposes of this Agreement unless and until such Person shall have failed to
divest itself, as soon as practicable (as determined, in good faith, by the
Board of Directors of the Company), of Beneficial Ownership of a sufficient
number of shares of Common Stock so that such Person would no longer otherwise
qualify as an "Acquiring Person"; (ii) if, as of the date hereof, any Person is,
or prior to the earlier of notice or the first public announcement of the
adoption of this Agreement, any Person becomes the Beneficial Owner of 15% or
more of the shares of Common Stock outstanding, such Person shall not be deemed
to be
<PAGE>

or to become an "Acquiring Person" unless and until such time as such Person
shall, after the earlier of notice of or the first public announcement of the
adoption of this Agreement, become the Beneficial Owner of additional shares of
Common Stock (other than pursuant to a dividend or distribution paid or made by
the Company on the outstanding Common Stock or Series A Preferred Stock or
pursuant to a split or subdivision of the outstanding Common Stock or Series A
Preferred Stock), unless, upon becoming the Beneficial Owner of such additional
shares of Common Stock, such Person is not then the Beneficial Owner of 15% or
more of the shares of Common Stock then outstanding; and (iii) no Person shall
become an "Acquiring Person" as the result of an acquisition of shares of Common
Stock or Series A Preferred Stock by the Company which, by reducing the number
of shares outstanding, increases the proportionate number of shares of Common
Stock beneficially owned by such Person to 15% or more of the shares of Common
Stock then outstanding, provided, however, that if a Person shall become the
Beneficial Owner of 15% or more of the shares of Common Stock then outstanding
by reason of such share acquisitions by the Company and shall thereafter become
the Beneficial Owner of any additional shares of Common Stock (other than
pursuant to a dividend or distribution paid or made by the Company on the
outstanding Common Stock or Series A Preferred Stock or pursuant to a split or
subdivision of the outstanding Common Stock or Series A Preferred Stock), then
such Person shall be an "Acquiring Person" unless upon becoming the Beneficial
Owner of such additional shares of Common Stock such Person does not
beneficially own 15% or more of the shares of Common Stock then outstanding. For
all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common Stock
of which any Person is the Beneficial Owner, shall be made in accordance with
the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
in effect on the date hereof.

          (b) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Exchange Act, as in effect on the date hereof.

          (c) A Person shall be deemed the "Beneficial Owner" of, shall be
deemed to have "Beneficial Ownership" of, and shall be deemed to "beneficially
own" any securities:

               (i) which such Person or any of such Person's Affiliates or
     Associates is deemed to beneficially own, directly or indirectly, within
     the meaning of Rule 13d-3 of the General Rules and Regulations under the
     Exchange Act as in effect on the date hereof;

               (ii) which such Person or any of such Person's Affiliates or
     Associates has (A) the right to acquire (whether such right is exercisable
     immediately or only after the passage of time) pursuant to any agreement,
     arrangement or understanding (other than customary agreements with and
     between underwriters and selling group members with respect to a bona fide
     public offering of securities), or upon the exercise of conversion rights,
     exchange rights, rights, warrants or options, or otherwise; provided,
     however, that a Person shall not be deemed the Beneficial Owner of, or to
     beneficially own, (x) securities tendered pursuant to a tender or exchange
     offer made by or on behalf of such

                                      -2-
<PAGE>

     Person or any of such Person's Affiliates or Associates until such tendered
     securities are accepted for purchase, (y) securities which such Person has
     a right to acquire upon the exercise of Rights at any time prior to the
     time that any Person becomes an Acquiring Person or (z) securities issuable
     upon the exercise of Rights from and after the time that any Person becomes
     an Acquiring Person if such Rights were acquired by such Person or any of
     such Person's Affiliates or Associates prior to the Distribution Date or
     pursuant to Section 3(a) or Section 22 hereof ("Original Rights") or
     pursuant to Section 11(i) or Section 11(n) with respect to an adjustment to
     Original Rights; or (B) the right to vote pursuant to any agreement,
     arrangement or understanding; provided, however, that a Person shall not be
     deemed the Beneficial Owner of, or to beneficially own, any security by
     reason of such agreement, arrangement or understanding if the agreement,
     arrangement or understanding to vote such security (1) arises solely from a
     revocable proxy or consent given to such Person in response to a public
     proxy or consent solicitation made pursuant to, and in accordance with, the
     applicable rules and regulations promulgated under the Exchange Act and (2)
     is not also then reportable pursuant to Regulation 13D-G under the Exchange
     Act (or any comparable or successor regulation); or

               (iii)  which are beneficially owned, directly or indirectly, by
     any other Person and with respect to which such Person or any of such
     Person's Affiliates or Associates has any agreement, arrangement or
     understanding (other than customary agreements with and between
     underwriters and selling group members with respect to a bona fide public
     offering of securities) for the purpose of acquiring, holding, voting
     (except to the extent contemplated by the proviso to Section 1(c)(ii)(B))
     or disposing of such securities of the Company;

provided, however, that (A)  no Person who is an officer, director or employee
of an Exempt Person shall be deemed, solely by reason of such Person's status or
authority as such, to be the "Beneficial Owner" of, to have "Beneficial
Ownership" of or to "beneficially own" any securities that are "beneficially
owned" (as defined in this Section 1(c)), including, without limitation, in a
fiduciary capacity, by an Exempt Person or by any other such officer, director
or employee of an Exempt Person, and (B) UtiliCorp (as such term is hereinafter
defined) shall not be deemed the Beneficial Owner of, or beneficially own, any
security solely by reason of the Stockholder's Voting Agreements dated September
21, 1999 by and among UtiliCorp, the Company and certain stockholders of the
Company pursuant to which such stockholders have agreed to vote their Common
Stock in favor of certain proposals relating to the disposition or holding of
securities of the Company by UtiliCorp.

          (d) "Business Day" shall mean any day other than a Saturday, a Sunday
or a day on which banking institutions in the State of New York or the city in
which the principal office of the Rights Agent is located are authorized or
obligated by law or executive order to close.

          (e) "Close of Business" on any given date shall mean 5:00 p.m., New
York City time, on such date; provided, however, that if such date is not a
Business Day it shall mean 5:00 p.m., New York City time, on the next succeeding
Business Day.

                                      -3-
<PAGE>

          (f) "Common Stock" when used with reference to the Company shall mean
the Common Stock, presently par value $0.00001 per share, of the Company.
"Common Stock" when used with reference to any Person other than the Company
shall mean the common stock (or, in the case of an unincorporated entity, the
equivalent equity interest) with the greatest voting power of such other Person
or, if such other Person is a Subsidiary of another Person, the Person or
Persons which ultimately control such first-mentioned Person.

          (g) "Common Stock Equivalents" shall have the meaning set forth in
Section 11(a)(iii) hereof.

          (h) "Current Value" shall have the meaning set forth in Section
11(a)(iii) hereof.

          (i) "Distribution Date" shall have the meaning set forth in Section 3
hereof.

          (j) "equivalent preferred shares" shall have the meaning set forth in
Section 11(b) hereof.

          (k) "Exempt Person" shall mean (i) the Company or any Subsidiary (as
such term is hereinafter defined) of the Company, in each case including,
without limitation, in its fiduciary capacity, or any employee benefit plan of
the Company or of any Subsidiary of the Company, or any entity or trustee
holding Common Stock for or pursuant to the terms of any such plan or for the
purpose of funding any such plan or funding other employee benefits for
employees of the Company or of any Subsidiary of the Company, and (ii) the
corporation known as of the date hereof as UtiliCorp United Inc. ("UtiliCorp")
or any Affiliate or Associate of UtiliCorp, unless and until (1) UtiliCorp or
such Affiliate or Associate shall be deemed to be the Beneficial Owner of more
than 49.9% of the total number of shares of Common Stock outstanding (on an as
converted basis), assuming full conversion of all securities and full exercise
of all outstanding rights, options and warrants to acquire the Common Stock, (2)
UtiliCorp or such Affiliate or Associate makes a public announcement of the
intent to commence a tender or exchange offer which would result in UtiliCorp,
or any Affiliate or Associate of UtiliCorp, becoming the Beneficial Owner of
more than 49.9% of the total number of shares of Common Stock outstanding (on an
as converted basis), assuming full conversion of all securities and full
exercise of all outstanding rights, options and warrants to acquire the Common
Stock, or (3) there is a UtiliCorp Change of Control.

          (l) "Exchange Ratio" shall have the meaning set forth in Section 24
hereof.

          (m) "Expiration Date" shall have the meaning set forth in Section 7
hereof.

          (n) "Final Expiration Date" shall have the meaning set forth in
Section 7 hereof.

          (o) "Flip-In Event" shall have the meaning set forth in Section
11(a)(ii) hereof.

          (p) "NASDAQ" shall mean The Nasdaq Stock Market.

                                      -4-
<PAGE>

          (q) "New York Stock Exchange" shall mean the New York Stock Exchange,
Inc.

          (r) "Person" shall mean any individual, firm, corporation,
partnership, limited liability company, trust or other entity, and shall include
any successor (by merger or otherwise) to such entity.

          (s) "Principal Party" shall have the meaning set forth in Section
13(b) hereof.

          (t) "Purchase Price" shall have the meaning set forth in Section 7(b)
hereof.

          (u) "Redemption Date" shall have the meaning set forth in Section 7
hereof.

          (v) "Redemption Price" shall have the meaning set forth in Section 23
hereof.

          (w) "Right Certificate" shall have the meaning set forth in Section 3
hereof.

          (x) "Section 11(a)(ii) Trigger Date" shall have the meaning set forth
in Section 11(a)(iii) hereof.

          (y) "Securities Act" shall mean the Securities Act of 1933, as
amended.

          (z) "Series A Preferred Stock" shall mean the Series A Convertible
Preferred Stock, presently par value $0.00001 per share, of the Company.

          (aa) "Series B Preferred Stock" shall mean the Series B Junior
Participating Preferred Stock, par value $0.00001 per share, of the Company
having the rights and preferences set forth in the Form of Certificate of
Designation attached to this Agreement as Exhibit A.

          (bb) "Spread" shall have the meaning set forth in Section 11(a)(iii)
hereof.

          (cc) "Stock Acquisition Date" shall mean the first date of public
announcement (which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the
Company or an Acquiring Person that an Acquiring Person has become such, or such
earlier date as a majority of the Board of Directors shall become aware of the
existence of an Acquiring Person.

          (dd) "Subsidiary" of any Person shall mean any corporation or other
entity of which securities or other ownership interests having ordinary voting
power sufficient to elect a majority of the board of directors or other persons
performing similar functions are beneficially owned, directly or indirectly, by
such Person, and any corporation or other entity that is otherwise controlled by
such Person, and a "wholly-owned Subsidiary" of any Person shall mean any
corporation or other entity of which all the securities or other ownership
interests are beneficially owned by such Person.

                                      -5-
<PAGE>

          (ee) "Substitution Period" shall have the meaning set forth in Section
11(a)(iii) hereof.

          (ff) "Summary of Rights" shall have the meaning set forth in Section 3
hereof.

          (gg) "Trading Day" shall have the meaning set forth in Section
11(d)(i) hereof.

          (hh) "UtiliCorp Change in Control" shall mean the occurrence of any
one of the following events:

               (i) A Person is the Beneficial Owner of thirty percent (30%) or
     more of either (x) the then outstanding common stock, par value $1.00 per
     share, of UtiliCorp ("UtiliCorp Common Stock"), or (y) the combined voting
     power of UtiliCorp's then outstanding voting securities entitled to vote
     for the election of directors (the "Voting Securities"); provided, however,
     in determining whether a UtiliCorp Change in Control has occurred,
     UtiliCorp Common Stock or Voting Securities which are acquired in a "Non-
     Control Acquisition" (as hereinafter defined) shall not result in a
     UtiliCorp Change in Control.  A "Non-Control Acquisition" shall mean an
     acquisition by (x) an employee benefit plan (or a trust forming a part
     thereof) maintained by (A) UtiliCorp or (B) any corporation or other Person
     of which a majority of its voting power or its voting equity securities or
     equity interest is owned, directly or indirectly, by UtiliCorp (for
     purposes of this definition, a "Related Entity"), (y) UtiliCorp or any
     Related Entity, or (z) any Person in connection with a "Non-Control
     Transaction" (as hereinafter defined);

               (ii) The individuals who, as of March 8, 2000 are members of the
     Board of UtiliCorp (the "Incumbent Board"), cease for any reason to
     constitute at least a majority of the members of the UtiliCorp Board;
     provided, however, that if the election, or nomination for election by
     UtiliCorp's common stockholders, of any new director was approved by a vote
     of at least two-thirds of the Incumbent Board, such new director shall, for
     purposes hereof, be considered as a member of the Incumbent Board,
     provided, further, however, that no individual shall be considered a member
     of the Incumbent Board if such individual initially assumed office as a
     result of either an actual or threatened "Election Contest" (as described
     in Rule 14a-11 promulgated under the Securities Exchange Act of 1934) or
     other actual or threatened solicitation of proxies or consents by or on
     behalf of a Person other than the Board (a "Proxy Contest"), including by
     reason of any agreement intended to avoid or settle any Election Contest or
     Proxy Contest; or

                                      -6-
<PAGE>

               (iii)     The consummation of:

                    (A) A merger, consolidation or reorganization with or into
                    UtiliCorp or in which securities of UtiliCorp are issued (a
                    "Merger"), unless the Merger is a "Non-Control Transaction."
                    A "Non-Control Transaction" shall mean a Merger if:

               a)   the stockholders of UtiliCorp immediately before such Merger
     own directly or indirectly immediately following the Merger at least sixty-
     six and two-thirds percent (66-2/3%) of the outstanding common stock and
     the combined voting power of the outstanding voting securities of (x) the
     corporation resulting from such Merger (the "Surviving Corporation"), if
     fifty percent (50%) or more of the combined voting power of the then
     outstanding voting securities of the Surviving Corporation is not
     beneficially owned, directly or indirectly by another corporation (a
     "Parent Corporation"), or (y) the Parent Corporation, if fifty percent
     (50%) or more of the combined voting power of the Surviving Corporation's
     then outstanding voting securities is beneficially owned, directly or
     indirectly, by a Parent Corporation;

               b)   the individuals who were members of the Incumbent Board
     immediately prior to the execution of the agreement providing for the
     Merger, constitute at least two-thirds of the members of the board of
     directors of (x) the Surviving Corporation, if fifty percent (50%) or more
     of the combined voting power of the then outstanding voting securities of
     the Surviving Corporation is not beneficially owed, directly or indirectly
     by a Parent Corporation, or (y) the Parent Corporation, if fifty percent
     (50%) or more of the combined voting power of the Surviving Corporation's
     then outstanding voting securities is beneficially owned, directly or
     indirectly, by a Parent Corporation; and

               c)   no Person other than (1) UtiliCorp or another corporation
     that is a party to the agreement of Merger, (2) any Related Entity, (3) any
     employee benefit plan (or any trust forming a part thereof) that,
     immediately prior to the Merger, was maintained by UtiliCorp or any Related
     Entity, or

                                      -7-
<PAGE>

     (4) any Person who, immediately prior to the Merger was the Beneficial
     Owner of twenty percent (20%) or more of the then outstanding UtiliCorp
     Common Stock or Voting Securities, is the Beneficial Owner, directly or
     indirectly, of thirty percent (30%) or more of the combined voting power of
     the outstanding voting securities or common stock of (x) the Surviving
     Corporation, if fifty percent (50%) or more of the combined voting power of
     the then outstanding voting securities is not beneficially owned, directly
     or indirectly, by a Parent Corporation, or (y) the Parent Corporation, if
     fifty percent (50%) or more of the combined voting power of the Surviving
     Corporation's then outstanding voting securities is beneficially owned,
     directly or indirectly, by a Parent Corporation; provided, however, that
     any Person described in clause (4) of this subsection (c) may not,
     immediately following the Merger, beneficially own more than forty-nine and
     nine-tenths percent (49.9%) of the combined voting power of the outstanding
     voting securities of the Surviving Corporation or the Parent Corporation,
     as applicable.

               (B) A complete liquidation or dissolution of UtiliCorp; or

               (C) The sale or other disposition of all or substantially all of
     the assets of UtiliCorp to any Person (other than a transfer to a Related
     Entity or under conditions that would constitute a Non-Control Transaction
     with the disposition of assets being regarded as a Merger for this purpose)
     or the distribution to UtiliCorp's stockholders of the stock of a Related
     Entity or any other assets (except a cash dividend).

          Notwithstanding the foregoing, a UtiliCorp Change in Control shall not
          be deemed to occur solely because any Person (the "Subject Person")
          becomes the Beneficial Owner of more than the permitted amount of the
          then outstanding Utilicorp Common Stock or Voting Securities as a
          result of the acquisition of UtiliCorp Common Stock or Voting
          Securities by UtiliCorp which, by reducing the number of shares of
          UtiliCorp Common Stock or Voting Securities then outstanding,
          increases the proportional number of shares beneficially owned by the
          Subject Person, provided that if a UtiliCorp Change in Control would
          occur (but for the operation of this sentence) as a result of the
          acquisition of UtiliCorp Common Stock or Voting Securities by
          UtiliCorp, and after such share acquisition by UtiliCorp, the Subject
          Person becomes the Beneficial Owner of any additional

                                      -8-
<PAGE>

          UtiliCorp Common Stock or Voting Securities which increases the
          percentage of the then outstanding UtiliCorp Common Stock or Voting
          Securities beneficially owned by the Subject Person, then a UtiliCorp
          Change in Control shall occur, unless the Subject Person beneficially
          owns less than the permitted amount of the then outstanding UtiliCorp
          Common Stock and Voting Securities.

          Section 2.  Appointment of Rights Agent.  The Company hereby appoints
the Rights Agent to act as agent for the Company and the holders of the Rights
(who, in accordance with Section 3 hereof, shall prior to the Distribution Date
be the holders of Common Stock and Series A Preferred Stock) in accordance with
the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such co-Rights Agents as
it may deem necessary or desirable.

           Section 3.  Issue of Right Certificates.

          (a) Until the Close of Business on the earlier of (i) the tenth day
after the Stock Acquisition Date or (ii) the tenth Business Day (or such later
date as may be determined by action of the Board of Directors prior to such time
as any Person becomes an Acquiring Person) after the date of the commencement by
any Person (other than an Exempt Person) of, or of the first public announcement
of the intention of such Person (other than an Exempt Person) to commence, a
tender or exchange offer the consummation of which would result in any Person
(other than an Exempt Person) becoming the Beneficial Owner of shares of Common
Stock aggregating 15% or more of the Common Stock then outstanding (the earlier
of such dates being herein referred to as the "Distribution Date"; provided,
however, that if either of such dates occurs after the date of this Agreement
and on or prior to the Record Date, then the Distribution Date shall be the
Record Date), (x) the Rights will be evidenced (subject to the provisions of
Section 3(b) hereof) by the certificates for Common Stock and Series A Preferred
Stock registered in the names of the holders thereof and not by separate Right
Certificates, and (y) the Rights will be transferable only in connection with
the transfer of Common Stock or Series A Preferred Stock.  As soon as
practicable after the Distribution Date, the Company will prepare and execute,
the Rights Agent will countersign and the Company will send or cause to be sent
(and the Rights Agent will, if requested, send) by first-class, insured,
postage-prepaid mail, to each record holder of Common Stock and Series A
Preferred Stock as of the Close of Business on the Distribution Date (other than
any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at
the address of such holder shown on the records of the Company, a Right
Certificate, in substantially the form of Exhibit B hereto (a "Right
Certificate"), evidencing one Right (subject to adjustment as provided herein)
for each share of Common Stock or Series A Preferred Stock (on an as converted
basis) so held.  As of the Distribution Date, the Rights will be evidenced
solely by such Right Certificates.  Anything herein to the contrary
notwithstanding, in calculating or adjusting the number of Rights and Rights
Certificates issued or issuable to holders of Series A Preferred Stock, such
holders shall be entitled, with respect to their shares of Series A Preferred
Stock, to the number of Rights and Rights Certificates corresponding to the
number of shares of Common Stock into which such shares of Series A Preferred
Stock are then convertible.

                                      -9-
<PAGE>

          (b) On the Record Date, or as soon as practicable thereafter, the
Company will send a copy of a Summary of Rights to Purchase Shares of Series B
Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of
Rights") to each record holder of Common Stock and Series A Preferred Stock as
of the Record Date (other than any Acquiring Person or any Associate or
Affiliate of any Acquiring Person), at the address of such holder shown on the
records of the Company. With respect to certificates for Common Stock and Series
A Preferred Stock outstanding as of the Record Date, until the Distribution
Date, the Rights will be evidenced by such certificates registered in the names
of the holders thereof together with the Summary of Rights.  Until the
Distribution Date (or, if earlier, the Expiration Date), the surrender for
transfer of any certificate for Common Stock or Series A Preferred Stock
outstanding on the Record Date, with or without a copy of the Summary of Rights,
shall also constitute the transfer of the Rights associated with the Common
Stock or Series A Preferred Stock represented thereby.

          (c) Rights shall be issued in respect of all shares of Common Stock
and Series A Preferred Stock issued or disposed of (including, without
limitation, upon disposition of Common Stock or Series A Preferred Stock out of
treasury stock or issuance or reissuance of Common Stock or Series A Preferred
Stock out of authorized but unissued shares) after the Record Date but prior to
the earlier of the Distribution Date and the Expiration Date, or in certain
circumstances provided in Section 22 hereof, after the Distribution Date.
Certificates issued for Common Stock and Series A Preferred Stock (including,
without limitation, upon transfer of outstanding Common Stock or Series A
Preferred Stock, disposition of Common Stock or Series A Preferred Stock out of
treasury stock or issuance or reissuance of Common Stock or Series A Preferred
Stock out of authorized but unissued shares) after the Record Date but prior to
the earlier of the Distribution Date and the Expiration Date shall have
impressed on, printed on, written on or otherwise affixed to them the following
legend:

     This certificate also evidences and entitles the holder hereof to certain
     rights as set forth in a Rights Agreement between Quanta Services, Inc.
     (the "Company") and American Stock and Transfer and Trust Company, as
     Rights Agent, dated as of March 8, 2000 and as amended from time to time
     (the "Rights Agreement"), the terms of which are hereby incorporated herein
     by reference and a copy of which is on file at the principal executive
     offices of the Company. Under certain circumstances, as set forth in the
     Rights Agreement, such Rights will be evidenced by separate certificates
     and will no longer be evidenced by this certificate. The Company will mail
     to the holder of this certificate a copy of the Rights Agreement without
     charge after receipt of a written request therefor. Under certain
     circumstances, as set forth in the Rights Agreement, Rights owned by or
     transferred to any Person who is or becomes an Acquiring Person (as defined
     in the Rights Agreement) and certain transferees thereof will become null
     and void and will no longer be transferable.

          With respect to such certificates containing the foregoing legend,
until the Distribution Date the Rights associated with the Common Stock or
Series A Preferred Stock represented by such certificates shall be evidenced by
such certificates alone, and the surrender for transfer of any such certificate,
except as otherwise provided herein, shall also constitute the

                                      -10-
<PAGE>

transfer of the Rights associated with the Common Stock or Series A Preferred
Stock represented thereby. In the event that the Company purchases or otherwise
acquires any Common Stock or Series A Preferred Stock after the Record Date but
prior to the Distribution Date, any Rights associated with such Common Stock or
Series A Preferred Stock shall be deemed canceled and retired so that the
Company shall not be entitled to exercise any Rights associated with the Common
Stock or Series A Preferred Stock which are no longer outstanding.

          Notwithstanding this paragraph (c), the omission of a legend shall not
affect the enforceability of any part of this Agreement or the rights of any
holder of the Rights.

          Section 4.  Form of Right Certificates.  The Right Certificates (and
the forms of election to purchase shares and of assignment to be printed on the
reverse thereof) shall be substantially in the form set forth in Exhibit B
hereto and may have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange or interdealer quotation system on which the Rights may from time to
time be listed or quoted, or to conform to usage. Subject to the provisions of
this Agreement, the Right Certificates shall entitle the holders thereof to
purchase such number of one one-thousandths of a share of Series B Preferred
Stock as shall be set forth therein at the Purchase Price, but the number of
such one one-thousandths of a share of Series B Preferred Stock and the Purchase
Price shall be subject to adjustment as provided herein.

           Section 5.  Countersignature and Registration.

          (a) The Right Certificates shall be executed on behalf of the Company
by the Chief Executive Officer of the Company, either manually or by facsimile
signature, shall have affixed thereto the Company's seal or a facsimile thereof
and shall be attested by the Secretary of the Company, either manually or by
facsimile signature. The Right Certificates shall be manually countersigned by
the Rights Agent and shall not be valid for any purpose unless countersigned. In
case any officer of the Company who shall have signed any of the Right
Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Right Certificates, nevertheless, may be countersigned by the Rights Agent
and issued and delivered by the Company with the same force and effect as though
the Person who signed such Right Certificates had not ceased to be such officer
of the Company; and any Right Certificate may be signed on behalf of the Company
by any Person who, at the actual date of the execution of such Right
Certificate, shall be a proper officer of the Company to sign such Right
Certificate, although at the date of the execution of this Agreement any such
Person was not such an officer.

          (b) Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at an office or agency designated for such purpose, books for
registration and transfer of the Right Certificates issued hereunder. Such books
shall show the names and addresses of the respective holders of the Right
Certificates, the number of Rights evidenced on its face by each of the Right
Certificates and the date of each of the Right Certificates.

                                      -11-
<PAGE>

          Section 6.  Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.

          (a) Subject to the provisions of this Agreement, at any time after the
Distribution Date and prior to the Expiration Date, any Right Certificate or
Right Certificates may be transferred, split up, combined or exchanged for
another Right Certificate or Right Certificates, entitling the registered holder
to purchase a like number of one one-thousandths of a share of Series B
Preferred Stock as the Right Certificate or Right Certificates surrendered then
entitled such holder to purchase. Any registered holder desiring to transfer,
split up, combine or exchange any Right Certificate or Right Certificates shall
make such request in writing delivered to the Rights Agent, and shall surrender
the Right Certificate or Right Certificates to be transferred, split up,
combined or exchanged at the office or agency of the Rights Agent designated for
such purpose. Thereupon the Rights Agent shall countersign and deliver to the
Person entitled thereto a Right Certificate or Right Certificates, as the case
may be, as so requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Right Certificates.

          (b) Subject to the provisions of this Agreement, at any time after the
Distribution Date and prior to the Expiration Date, upon receipt by the Company
and the Rights Agent of evidence reasonably satisfactory to them of the loss,
theft, destruction or mutilation of a Right Certificate, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to them,
and, at the Company's request, reimbursement to the Company and the Rights Agent
of all reasonable expenses incidental thereto, and upon surrender to the Rights
Agent and cancellation of the Right Certificate if mutilated, the Company will
make and deliver a new Right Certificate of like tenor to the Rights Agent for
delivery to the registered holder in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.

          Section 7.  Exercise of Rights, Purchase Price; Expiration Date of
Rights.

          (a) Except as otherwise provided herein, the Rights shall become
exercisable on the Distribution Date, and thereafter the registered holder of
any Right Certificate may, subject to Section 11(a)(ii) hereof and except as
otherwise provided herein, exercise the Rights evidenced thereby in whole or in
part upon surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to the Rights Agent at the
office or agency of the Rights Agent designated for such purpose, together with
payment of the aggregate Purchase Price with respect to the total number of one
one-thousandths of a share of Series B Preferred Stock (or other securities,
cash or other assets, as the case may be) as to which the Rights are exercised,
at any time which is both after the Distribution Date and prior to the time (the
"Expiration Date") that is the earliest of (i) the Close of Business on March 8,
2010 (the "Final Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the
time at which such Rights are exchanged as provided in Section 24 hereof.

                                      -12-
<PAGE>

          (b) The Purchase Price shall be initially $230.00 for each one one-
thousandth of a share of Series B Preferred Stock purchasable upon the exercise
of a Right; provided, however, that to take into account the 3 for 2 stock
dividend payable on April 7, 2000, the Purchase Price shall, on April 7, 2000,
automatically and without any notice, certificate or other action by or to the
Company, Rights Agent or holders of the Rights (under Section 12 of this
Agreement or otherwise), be $153.33.  The Purchase Price and the number of one
one-thousandths of a share of Series B Preferred Stock or other securities or
property to be acquired upon exercise of a Right shall be subject to adjustment
from time to time as provided in Sections 11 and 13 hereof and shall be payable
in lawful money of the United States of America in accordance with paragraph (c)
of this Section 7.

          (c) Except as otherwise provided herein, upon receipt of a Right
Certificate representing exercisable Rights, with the form of election to
purchase duly executed, accompanied by payment of the aggregate Purchase Price
for the shares of Series B Preferred Stock to be purchased and an amount equal
to any applicable transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 9 hereof, in cash or by certified check,
cashier's check or money order payable to the order of the Company, the Rights
Agent shall thereupon promptly (i) (A) requisition from any transfer agent of
the Series B Preferred Stock, or make available if the Rights Agent is the
transfer agent for the Series B Preferred Stock, certificates for the number of
shares of Series B Preferred Stock to be purchased, and the Company hereby
irrevocably authorizes its transfer agent to comply with all such requests, or
(B) requisition from a depositary agent appointed by the Company depositary
receipts representing interests in such number of one one-thousandths of a share
of Series B Preferred Stock as are to be purchased (in which case certificates
for the Series B Preferred Stock represented by such receipts shall be deposited
by the transfer agent with the depositary agent) and the Company hereby directs
any such depositary agent to comply with such request, (ii) when appropriate,
requisition from the Company the amount of cash to be paid in lieu of issuance
of fractional shares in accordance with Section 14 hereof, (iii) promptly after
receipt of such certificates or depositary receipts, cause the same to be
delivered to or upon the order of the registered holder of such Right
Certificate, registered in such name or names as may be designated by such
holder and (iv) when appropriate, after receipt, promptly deliver such cash to
or upon the order of the registered holder of such Right Certificate.

          (d) Except as otherwise provided herein, in case the registered holder
of any Right Certificate shall exercise less than all of the Rights evidenced
thereby, a new Right Certificate evidencing Rights equivalent to the exercisable
Rights remaining unexercised shall be issued by the Rights Agent to the
registered holder of such Right Certificate or to his duly authorized assigns,
subject to the provisions of Section 14 hereof.

          (e) Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a registered holder of Rights upon the occurrence of any
purported transfer or exercise of Rights pursuant to Section 6 hereof or this
Section 7 unless such registered holder shall have (i) completed and signed the
certificate contained in the form of assignment or form of election to purchase
set forth on the reverse side of the Rights Certificate surrendered for such
transfer or exercise and (ii) provided such additional evidence of the identity
of the Beneficial Owner (or

                                      -13-
<PAGE>

former Beneficial Owner) thereof as the Company shall reasonably request.

          Section 8.  Cancellation and Destruction of Right Certificates.  All
Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in canceled form,
or, if surrendered to the Rights Agent, shall be canceled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Agreement.  The Company shall deliver to the
Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof.  The Rights Agent shall
deliver all canceled Right Certificates to the Company, or shall, at the written
request of the Company, destroy such canceled Right Certificates, and in such
case shall deliver a certificate of destruction thereof to the Company.

          Section 9.  Availability of Shares of Series B Preferred Stock.

          (a) The Company covenants and agrees that it will cause to be reserved
and kept available out of its authorized and unissued shares of Series B
Preferred Stock or any shares of Series B Preferred Stock held in its treasury,
the number of shares of Series B Preferred Stock that will be sufficient to
permit the exercise in full of all outstanding Rights.

          (b) So long as the shares of Series B Preferred Stock issuable upon
the exercise of Rights may be listed or admitted to trading on any national
securities exchange, or quoted on NASDAQ, the Company shall use its best efforts
to cause, from and after such time as the Rights become exercisable, all shares
reserved for such issuance to be listed or admitted to trading on such exchange,
or quoted on NASDAQ, upon official notice of issuance upon such exercise.

          (c) From and after such time as the Rights become exercisable, the
Company shall use its best efforts, if then necessary to permit the issuance of
shares of Series B Preferred Stock upon the exercise of Rights, to register and
qualify such shares of Series B Preferred Stock under the Securities Act and any
applicable state securities or "Blue Sky" laws (to the extent exemptions
therefrom are not available), cause such registration statement and
qualifications to become effective as soon as possible after such filing and
keep such registration and qualifications effective until the earlier of the
date as of which the Rights are no longer exercisable for such securities and
the Expiration Date.  The Company may temporarily suspend, for a period of time
not to exceed 90 days, the exercisability of the Rights in order to prepare and
file a registration statement under the Securities Act and permit it to become
effective.  Upon any such suspension, the Company shall issue a public
announcement stating that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement at such time as the suspension is no
longer in effect. Notwithstanding any provision of this Agreement to the
contrary, the Rights shall not be exercisable in any jurisdiction unless the
requisite qualification in such jurisdiction shall have been obtained and until
a registration statement under the Securities Act (if required) shall have been
declared effective.

                                      -14-
<PAGE>

          (d) The Company covenants and agrees that it will take all such action
as may be necessary to ensure that all shares of Series B Preferred Stock
delivered upon exercise of Rights shall, at the time of delivery of the
certificates therefor (subject to payment of the Purchase Price), be duly and
validly authorized and issued and fully paid and nonassessable shares.

          (e) The Company further covenants and agrees that it will pay when due
and payable any and all federal and state transfer taxes and charges which may
be payable in respect of the issuance or delivery of the Right Certificates or
of any shares of Series B Preferred Stock upon the exercise of Rights.  The
Company shall not, however, be required to pay any transfer tax which may be
payable in respect of any transfer or delivery of Right Certificates to a Person
other than, or the issuance or delivery of certificates or depositary receipts
for the Series B Preferred Stock in a name other than that of, the registered
holder of the Right Certificate evidencing Rights surrendered for exercise or to
issue or deliver any certificates or depositary receipts for Series B Preferred
Stock upon the exercise of any Rights until any such tax shall have been paid
(any such tax being payable by that holder of such Right Certificate at the time
of surrender) or until it has been established to the Company's reasonable
satisfaction that no such tax is due.

          Section 10.  Series B Preferred Stock Record Date.  Each Person in
whose name any certificate for Series B Preferred Stock is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder of
record of the shares of Series B Preferred Stock represented thereby on, and
such certificate shall be dated, the date upon which the Right Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price
(and any applicable transfer taxes) was made; provided, however, that if the
date of such surrender and payment is a date upon which the Series B Preferred
Stock transfer books of the Company are closed, such Person shall be deemed to
have become the record holder of such shares on, and such certificate shall be
dated, the next succeeding Business Day on which the Series B Preferred Stock
transfer books of the Company are open.  Prior to the exercise of the Rights
evidenced thereby, the holder of a Right Certificate shall not be entitled to
any rights of a holder of Series B Preferred Stock for which the Rights shall be
exercisable, including, without limitation, the right to vote or to receive
dividends or other distributions, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided herein.

          Section 11.  Adjustment of Purchase Price, Number and Kind of Shares
and Number of Rights.  The Purchase Price, the number of shares of Series B
Preferred Stock or other securities or property purchasable upon exercise of
each Right and the number of Rights outstanding are subject to adjustment from
time to time as provided in this Section 11.

               (a) (i) In the event the Company shall at any time after the date
     of this Agreement (A) declare and pay a dividend on the Series B Preferred
     Stock payable in shares of Series B Preferred Stock, (B) subdivide the
     outstanding Series B Preferred Stock, (C) combine the outstanding Series B
     Preferred Stock into a smaller number of shares of Series B Preferred
     Stock, or (D) issue any shares of its capital stock in a reclassification
     of the Series B Preferred Stock (including any such reclassification in
     connection with a consolidation or merger in which the Company is the
     continuing or

                                      -15-
<PAGE>

     surviving corporation), except as otherwise provided in this Section 11(a),
     the number and kind of shares of capital stock issuable upon exercise of a
     Right as of the record date for such dividend or the effective date of such
     subdivision, combination or reclassification shall be proportionately
     adjusted so that the holder of any Right exercised after such time shall be
     entitled to receive the aggregate number and kind of shares of capital
     stock which, if such Right had been exercised immediately prior to such
     date and at a time when the Series B Preferred Stock transfer books of the
     Company were open, the holder would have owned upon such exercise and been
     entitled to receive by virtue of such dividend, subdivision, combination or
     reclassification; provided, however, that in no event shall the
     consideration to be paid upon the exercise of one Right be less than the
     aggregate par value of the shares of capital stock of the Company issuable
     upon exercise of one Right.

               (ii) Subject to Section 24 of this Agreement, in the event any
     Person becomes an Acquiring Person (the first occurrence of such event
     being referred to hereinafter as the "Flip-In Event"), then (A) the
     Purchase Price shall be adjusted to be the Purchase Price in effect
     immediately prior to the Flip-In Event multiplied by the number of one one-
     thousandths of a share of Series B Preferred Stock for which a Right was
     exercisable immediately prior to such Flip-In Event, whether or not such
     Right was then exercisable, and (B) each holder of a Right, except as
     otherwise provided in this Section 11(a)(ii) and Section 11(a)(iii) hereof,
     shall thereafter have the right to receive, upon exercise thereof at a
     price equal to the Purchase Price (as so adjusted), in accordance with the
     terms of this Agreement and in lieu of shares of Series B Preferred Stock,
     such number of shares of Common Stock as shall equal the result obtained by
     dividing the Purchase Price (as so adjusted) by 50% of the current per
     share market price of the Common Stock (determined pursuant to Section
     11(d) hereof) on the date of such Flip-In Event; provided, however, that
     the Purchase Price (as so adjusted) and the number of shares of Common
     Stock so receivable upon exercise of a Right shall, following the Flip-In
     Event, be subject to further adjustment as appropriate in accordance with
     Section 11(f) hereof. Notwithstanding anything in this Agreement to the
     contrary, however, from and after the Flip-In Event, any Rights that are
     beneficially owned by (x) any Acquiring Person (or any Affiliate or
     Associate of any Acquiring Person), (y) a transferee of any Acquiring
     Person (or any such Affiliate or Associate) who becomes a transferee after
     the Flip-In Event or (z) a transferee of any Acquiring Person (or any such
     Affiliate or Associate) who became a transferee prior to or concurrently
     with the Flip-In Event pursuant to either (I) a transfer from the Acquiring
     Person to holders of its equity securities or to any Person with whom it
     has any continuing agreement, arrangement or understanding regarding the
     transferred Rights or (II) a transfer which the Board of Directors has
     determined is part of a plan, arrangement or understanding which has the
     purpose or effect of avoiding the provisions of this paragraph, and
     subsequent transferees of such Persons, shall be void without any further
     action and any holder of such Rights shall thereafter have no rights
     whatsoever with respect to such Rights under any provision of this
     Agreement.  The Company shall use all reasonable efforts to ensure that the
     provisions of this Section 11(a)(ii) are complied with, but shall have no
     liability to any holder of Right Certificates or other Person as a result
     of its failure to make any determinations with respect to an Acquiring
     Person or its Affiliates, Associates or

                                      -16-
<PAGE>

     transferees hereunder. From and after the Flip-In Event, no Right
     Certificate shall be issued pursuant to Section 3 or Section 6 hereof that
     represents Rights that are or have become void pursuant to the provisions
     of this paragraph, and any Right Certificate delivered to the Rights Agent
     that represents Rights that are or have become void pursuant to the
     provisions of this paragraph shall be canceled. From and after the
     occurrence of an event specified in Section 13(a) hereof, any Rights that
     theretofore have not been exercised pursuant to this Section 11(a)(ii)
     shall thereafter be exercisable only in accordance with Section 13 and not
     pursuant to this Section 11(a)(ii).

               (iii)  The Company may at its option substitute for a share of
     Common Stock issuable upon the exercise of Rights in accordance with the
     foregoing subparagraph (ii) a number of shares of Series B Preferred Stock
     or fraction thereof such that the current per share market price of one
     share of Series B Preferred Stock multiplied by such number or fraction is
     equal to the current per share market price of one share of Common Stock.
     In the event that there shall not be sufficient shares of Common Stock
     issued but not outstanding or authorized but unissued to permit the
     exercise in full of the Rights in accordance with the foregoing
     subparagraph (ii), the Board of Directors shall, with respect to such
     deficiency, to the extent permitted by applicable law and any material
     agreements then in effect to which the Company is a party (A) determine the
     excess (such excess, the "Spread") of (1) the value of the shares of Common
     Stock issuable upon the exercise of a Right in accordance with the
     foregoing subparagraph (ii) (the "Current Value") over (2) the Purchase
     Price (as adjusted in accordance with the foregoing subparagraph (ii)), and
     (B) with respect to each Right (other than Rights which have become void
     pursuant to the foregoing subparagraph (ii)), make adequate provision to
     substitute for the shares of Common Stock issuable in accordance with the
     foregoing subparagraph (ii) upon exercise of the Right and payment of the
     Purchase Price (as adjusted in accordance therewith), (1) cash, (2) a
     reduction in such Purchase Price, (3) shares of Series B Preferred Stock or
     other equity securities of the Company (including, without limitation,
     shares or fractions of shares of preferred stock which, by virtue of having
     dividend, voting and liquidation rights substantially comparable to those
     of the shares of Common Stock, are deemed in good faith by the Board of
     Directors to have substantially the same value as the shares of Common
     Stock (such shares of Series B Preferred Stock and shares or fractions of
     shares of preferred stock are hereinafter referred to as "Common Stock
     Equivalents")), (4) debt securities of the Company, (5) other assets, or
     (6) any combination of the foregoing, having a value which, when added to
     the value of the shares of Common Stock issued upon exercise of such Right,
     shall have an aggregate value equal to the Current Value (less the amount
     of any reduction in such Purchase Price), where such aggregate value has
     been determined by the Board of Directors upon the advice of a nationally
     recognized investment banking firm selected in good faith by the Board of
     Directors; provided, however, that if the Company shall not make adequate
     provision to deliver value pursuant to clause (B) above within thirty (30)
     days following the Flip-In Event (the date of the Flip-In Event being the
     "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to
     deliver, to the extent permitted by applicable law and any material
     agreements then in effect to which the Company is a party, upon the
     surrender for exercise of a Right and without requiring payment of such
     Purchase Price, shares of Common Stock (to the extent available), and then,
     if necessary,

                                      -17-
<PAGE>

     such number or fractions of shares of Series B Preferred Stock (to the
     extent available) and then, if necessary, cash, which shares and/or cash
     have an aggregate value equal to the Spread. If, upon the occurrence of the
     Flip-In Event, the Board of Directors shall determine in good faith that it
     is likely that sufficient additional shares of Common Stock could be
     authorized for issuance upon exercise in full of the Rights, then, if the
     Board of Directors so elects, the thirty (30) day period set forth above
     may be extended to the extent necessary, but not more than ninety (90) days
     after the Section 11(a)(ii) Trigger Date, in order that the Company may
     seek stockholder approval for the authorization of such additional shares
     (such thirty (30) day period, as it may be extended, is herein called the
     "Substitution Period"). To the extent that the Company determines that some
     action need be taken pursuant to the second and/or third sentence of this
     Section 11(a)(iii), the Company (x) shall provide, subject to Section
     11(a)(ii) hereof and the last sentence of this Section 11(a)(iii) hereof,
     that such action shall apply uniformly to all outstanding Rights and (y)
     may suspend the exercisability of the Rights until the expiration of the
     Substitution Period in order to seek any authorization of additional shares
     and/or to decide the appropriate form of distribution to be made pursuant
     to such second sentence and to determine the value thereof. In the event of
     any such suspension, the Company shall issue a public announcement stating
     that the exercisability of the Rights has been temporarily suspended, as
     well as a public announcement at such time as the suspension is no longer
     in effect. For purposes of this Section 11(a)(iii), the value of the shares
     of Common Stock shall be the current per share market price (as determined
     pursuant to Section 11(d)(i)) on the Section 11(a)(ii) Trigger Date and the
     per share or fractional value of any "Common Stock Equivalent" shall be
     deemed to equal the current per share market price of the Common Stock. The
     Board of Directors of the Company may, but shall not be required to,
     establish procedures to allocate the right to receive shares of Common
     Stock upon the exercise of the Rights among holders of Rights pursuant to
     this Section 11(a)(iii).

          (b) In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Series B Preferred Stock entitling
them (for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Series B Preferred Stock (or shares having the same
rights, privileges and preferences as the Series B Preferred Stock ("equivalent
preferred shares")) or securities convertible into Series B Preferred Stock or
equivalent preferred shares at a price per share of Series B Preferred Stock or
equivalent preferred shares (or having a conversion price per share, if a
security convertible into shares of Series B Preferred Stock or equivalent
preferred shares) less than the then current per share market price of the
Series B Preferred Stock (determined pursuant to Section 11(d) hereof) on such
record date, the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the number of shares
of Series B Preferred Stock and equivalent preferred shares outstanding on such
record date plus the number of shares of Series B Preferred Stock and equivalent
preferred shares which the aggregate offering price of the total number of
shares of Series B Preferred Stock and/or equivalent preferred shares so to be
offered (and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such current market price, and
the denominator of which shall be the number of shares of Series B Preferred
Stock and equivalent preferred shares outstanding on such record date plus the

                                      -18-
<PAGE>

number of additional shares of Series B Preferred Stock and/or equivalent
preferred shares to be offered for subscription or purchase (or into which the
convertible securities so to be offered are initially convertible); provided,
however, that in no event shall the consideration to be paid upon the exercise
of one Right be less than the aggregate par value of the shares of capital stock
of the Company issuable upon exercise of one Right.  In case such subscription
price may be paid in a consideration part or all of which shall be in a form
other than cash, the value of such consideration shall be as determined in good
faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent.  Shares of Series B
Preferred Stock and equivalent preferred shares owned by or held for the account
of the Company shall not be deemed outstanding for the purpose of any such
computation.  Such adjustment shall be made successively whenever such a record
date is fixed; and in the event that such rights, options or warrants are not so
issued, the Purchase Price shall be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.

          (c) In case the Company shall fix a record date for the making of a
distribution to all holders of the Series B Preferred Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular quarterly cash dividend or a dividend payable in
Series B Preferred Stock) or subscription rights or warrants (excluding those
referred to in Section 11(b) hereof), the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the then current per share market price of the Series B Preferred Stock
(determined pursuant to Section 11(d) hereof) on such record date, less the fair
market value (as determined in good faith by the Board of Directors of the
Company whose determination shall be described in a statement filed with the
Rights Agent) of the portion of the assets or evidences of indebtedness so to be
distributed or of such subscription rights or warrants applicable to one share
of Series B Preferred Stock, and the denominator of which shall be such current
per share market price (determined pursuant to Section 11(d) hereof) of the
Series B Preferred Stock; provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company to be issued
upon exercise of one Right.  Such adjustments shall be made successively
whenever such a record date is fixed; and in the event that such distribution is
not so made, the Purchase Price shall again be adjusted to be the Purchase Price
which would then be in effect if such record date had not been fixed.

          (d) (i) Except as otherwise provided herein, for the purpose of any
computation hereunder, the "current per share market price" of any security (a
"Security" for the purpose of this Section 11(d)(i)) on any date shall be deemed
to be the average of the daily closing prices per share of such Security for the
30 consecutive Trading Days (as such term is hereinafter defined) immediately
prior to such date; provided, however, that in the event that the current per
share market price of the Security is determined during a period following the
announcement by the issuer of such Security of (A) a dividend or distribution on
such Security payable in shares of such Security or securities convertible into
such shares, or (B) any subdivision, combination or reclassification of such
Security, and prior to the expiration of 30 Trading Days after the ex-dividend
date for such dividend or distribution, or the record date for such subdivision,
combination or reclassification, then, and in each such case, the current per
share market price

                                      -19-
<PAGE>

shall be appropriately adjusted to reflect the current market price per share
equivalent of such Security. The closing price for each day shall be the last
sale price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported by the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Security is not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Security is listed or admitted to trading or, if the Security is
not listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by NASDAQ or such other
system then in use, or, if on any such date the Security is not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the Security selected by the
Board of Directors of the Company. The term "Trading Day" shall mean a day on
which the principal national securities exchange on which the Security is listed
or admitted to trading is open for the transaction of business or, if the
Security is not listed or admitted to trading on any national securities
exchange, a Business Day.

               (ii) For the purpose of any computation hereunder, if the Series
     B Preferred Stock is publicly traded, the "current per share market price"
     of the Series B Preferred Stock shall be determined in accordance with the
     method set forth in Section 11(d)(i).  If the Series B Preferred Stock is
     not publicly traded but the Common Stock is publicly traded, the "current
     per share market price" of the Series B Preferred Stock shall be
     conclusively deemed to be the current per share market price of the Common
     Stock as determined pursuant to Section 11(d)(i) multiplied by the then
     applicable Adjustment Number (as defined in and determined in accordance
     with the Certificate of Designation for the Series B Preferred Stock).  If
     neither the Common Stock nor the Series B Preferred Stock is publicly
     traded, "current per share market price" shall mean the fair value per
     share as determined in good faith by the Board of Directors of the Company,
     whose determination shall be described in a statement filed with the Rights
     Agent.

          (e) No adjustment in the Purchase Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in the Purchase
Price; provided, however, that any adjustments which by reason of this Section
11(e) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment.  All calculations under this Section 11
shall be made to the nearest cent or to the nearest one hundred-thousandth of a
share of Series B Preferred Stock or one-hundredth of a share of Common Stock or
other share or security as the case may be.  Notwithstanding the first sentence
of this Section 11(e), any adjustment required by this Section 11 shall be made
no later than the earlier of (i) three years from the date of the transaction
which requires such adjustment or (ii) the Expiration Date.

          (f) If as a result of an adjustment made pursuant to Section 11(a)
hereof, the holder of any Right thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than the Series B
Preferred Stock, thereafter the Purchase Price and the number of such other
shares so receivable upon exercise of a Right shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable
to the

                                      -20-
<PAGE>

provisions with respect to the Series B Preferred Stock contained in
Sections 11(a), 11(b), 11(c), 11(e), 11(h), 11(i) and 11(m) hereof, as
applicable, and the provisions of Sections 7, 9, 10, 13 and 14 hereof with
respect to the Series B Preferred Stock shall apply on like terms to any such
other shares.

          (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-thousandths of a
share of Series B Preferred Stock purchasable from time to time hereunder upon
exercise of the Rights, all subject to further adjustment as provided herein.

          (h) Unless the Company shall have exercised its election as provided
in Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and 11(c), each Right outstanding
immediately prior to the making of such adjustment shall thereafter evidence the
right to purchase, at the adjusted Purchase Price, that number of one one-
thousandths of a share of Series B Preferred Stock (calculated to the nearest
one hundred-thousandth of a share of Series B Preferred Stock) obtained by (i)
multiplying (x) the number of one one-thousandths of a share purchasable upon
the exercise of a Right immediately prior to such adjustment by (y) the Purchase
Price in effect immediately prior to such adjustment and (ii) dividing the
product so obtained by the Purchase Price in effect immediately after such
adjustment.

          (i) The Company may elect on or after the date of any adjustment of
the Purchase Price pursuant to Sections 11(b) or 11(c) hereof to adjust the
number of Rights, in substitution for any adjustment in the number of one one-
thousandths of a share of Series B Preferred Stock purchasable upon the exercise
of a Right.  Each of the Rights outstanding after such adjustment of the number
of Rights shall be exercisable for the number of one one-thousandths of a share
of Series B Preferred Stock for which a Right was exercisable immediately prior
to such adjustment. Each Right held of record prior to such adjustment of the
number of Rights shall become that number of Rights (calculated to the nearest
one-hundredth) obtained by dividing the Purchase Price in effect immediately
prior to adjustment of the Purchase Price by the Purchase Price in effect
immediately after adjustment of the Purchase Price.  The Company shall make a
public announcement of its election to adjust the number of Rights, indicating
the record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made.  Such record date may be the date on which the Purchase
Price is adjusted or any day thereafter, but, if the Right Certificates have
been issued, shall be at least 10 days later than the date of the public
announcement.  If Right Certificates have been issued, upon each adjustment of
the number of Rights pursuant to this Section 11(i), the Company may, as
promptly as practicable, cause to be distributed to holders of record of Right
Certificates on such record date Right Certificates evidencing, subject to
Section 14 hereof, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Right Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled after such
adjustment. Right Certificates so to be distributed shall be issued, executed
and countersigned in the manner provided for herein and shall be registered

                                      -21-
<PAGE>

in the names of the holders of record of Right Certificates on the record date
specified in the public announcement.

          (j) Irrespective of any adjustment or change in the Purchase Price or
the number of one one-thousandths of a share of Series B Preferred Stock
issuable upon the exercise of a Right, the Right Certificates theretofore and
thereafter issued may continue to express the Purchase Price and the number of
one one-thousandths of a share of Series B Preferred Stock which were expressed
in the initial Right Certificates issued hereunder.

          (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below the then par value, if any, of the fraction of Series B
Preferred Stock or other shares of capital stock issuable upon exercise of a
Right, the Company shall take any corporate action which may, in the opinion of
its counsel, be necessary in order that the Company may validly and legally
issue fully paid and nonassessable shares of Series B Preferred Stock or other
such shares at such adjusted Purchase Price.

          (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event issuing to the holder of any Right exercised after such record date the
Series B Preferred Stock and other capital stock or securities of the Company,
if any, issuable upon such exercise over and above the Series B Preferred Stock
and other capital stock or securities of the Company, if any, issuable upon such
exercise on the basis of the Purchase Price in effect prior to such adjustment;
provided, however, that the Company shall deliver to such holder a due bill or
other appropriate instrument evidencing such holder's right to receive such
additional shares upon the occurrence of the event requiring such adjustment.

          (m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such adjustments in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that it in its sole discretion shall determine to be advisable in
order that any consolidation or subdivision of the Series B Preferred Stock,
issuance wholly for cash of any shares of Series B Preferred Stock at less than
the current market price, issuance wholly for cash of Series B Preferred Stock
or securities which by their terms are convertible into or exchangeable for
Series B Preferred Stock, dividends on Series B Preferred Stock payable in
shares of Series B Preferred Stock or issuance of rights, options or warrants
referred to hereinabove in Section 11(b), hereafter made by the Company to
holders of its Series B Preferred Stock shall not be taxable to such
stockholders.

          (n) Anything in this Agreement to the contrary notwithstanding, in the
event that at any time after the date of this Agreement and prior to the
Distribution Date, the Company shall (i) declare and pay any dividend on the
Common Stock payable in Common Stock (other than the 3 for 2 stock dividend
payable on April 7, 2000), or (ii) effect a subdivision, combination or
consolidation of the Common Stock or Series A Preferred Stock (by
reclassification or otherwise than by payment of a dividend payable in Common
Stock or Series A Preferred Stock) into a greater or lesser number of shares of
Common Stock or Series A Preferred Stock, then, in each such case, the number of
Rights associated with each share of

                                      -22-
<PAGE>

Common Stock and Series A Preferred Stock then outstanding, or issued or
delivered thereafter, shall be proportionately adjusted so that the number of
Rights thereafter associated with each share of Common Stock and Series A
Preferred Stock, respectively, following any such event shall equal the result
obtained by multiplying the number of Rights associated with each share of
Common Stock and Series A Preferred Stock, respectively, immediately prior to
such event by a fraction the numerator of which shall be the total number of
shares of Common Stock outstanding immediately prior to the occurrence of the
event (assuming conversion of all outstanding shares of Series A Preferred
Stock) and the denominator of which shall be the total number of shares of
Common Stock outstanding immediately following the occurrence of such event
(assuming conversion of all outstanding shares of Series A Preferred Stock).

          (o) The Company agrees that, after the earlier of the Distribution
Date or the Stock Acquisition Date, it will not, except as permitted by Sections
23, 24 or 27 hereof, take (or permit any Subsidiary to take) any action if at
the time such action is taken it is reasonably foreseeable that such action will
diminish substantially or eliminate the benefits intended to be afforded by the
Rights.

          Section 12.  Certificate of Adjusted Purchase Price or Number of
Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof,
the Company shall promptly (a) prepare a certificate setting forth such
adjustment, and a brief statement of the facts accounting for such adjustment,
(b) file with the Rights Agent and with each transfer agent for the Common
Stock, Series A Preferred Stock and the Series B Preferred Stock a copy of such
certificate, and (c) mail a brief summary thereof to each holder of a Right
Certificate in accordance with Section 25 hereof (if so required under Section
25 hereof).  The Rights Agent shall be fully protected in relying on any such
certificate and on any adjustment therein contained and shall not be deemed to
have knowledge of any such adjustment unless and until it shall have received
such certificate.

           Section 13.  Consolidation, Merger or Sale or Transfer of Assets or
Earning Power.

          (a) In the event, directly or indirectly, at any time after the Flip-
In Event (i) the Company shall consolidate with or shall merge into any other
Person, (ii) any Person shall merge with and into the Company and the Company
shall be the continuing or surviving corporation of such merger and, in
connection with such merger, all or part of the Common Stock, Series A Preferred
Stock or both shall be changed into or exchanged for stock or other securities
of any other Person (or of the Company) or cash or any other property, or (iii)
the Company shall sell or otherwise transfer (or one or more of its Subsidiaries
shall sell or otherwise transfer), in one or more transactions, assets or
earning power aggregating 50% or more of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to any other Person (other than
the Company or one or more wholly-owned Subsidiaries of the Company), then upon
the first occurrence of such event, proper provision shall be made so that: (A)
each holder of a Right (other than Rights which have become void pursuant to
Section 11(a)(ii) hereof) shall thereafter have the right to receive, upon the
exercise thereof at the Purchase Price (as theretofore adjusted in accordance
with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement
and in lieu of shares of Series B Preferred Stock or

                                      -23-
<PAGE>

Common Stock of the Company, such number of validly authorized and issued, fully
paid, non-assessable and freely tradeable shares of Common Stock of the
Principal Party (as such term is hereinafter defined), not subject to any liens,
encumbrances, rights of first refusal or other adverse claims, as shall equal
the result obtained by dividing the Purchase Price (as theretofore adjusted in
accordance with Section 11(a)(ii) hereof) by 50% of the current per share market
price of the Common Stock of such Principal Party (determined pursuant to
Section 11(d) hereof) on the date of consummation of such consolidation, merger,
sale or transfer; provided, however, that the Purchase Price (as theretofore
adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares
of Common Stock of such Principal Party so receivable upon exercise of a Right
shall be subject to further adjustment as appropriate in accordance with Section
11(f) hereof to reflect any events occurring in respect of the Common Stock of
such Principal Party after the occurrence of such consolidation, merger, sale or
transfer; (B) such Principal Party shall thereafter be liable for, and shall
assume, by virtue of such consolidation, merger, sale or transfer, all the
obligations and duties of the Company pursuant to this Agreement; (C) the term
"Company" shall thereafter be deemed to refer to such Principal Party; and (D)
such Principal Party shall take such steps (including, but not limited to, the
reservation of a sufficient number of its shares of Common Stock in accordance
with Section 9 hereof) in connection with such consummation of any such
transaction as may be necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in relation to the
shares of its Common Stock thereafter deliverable upon the exercise of the
Rights; provided that, upon the subsequent occurrence of any consolidation,
merger, sale or transfer of assets or other extraordinary transaction in respect
of such Principal Party, each holder of a Right shall thereupon be entitled to
receive, upon exercise of a Right and payment of the Purchase Price as provided
in this Section 13(a), such cash, shares, rights, warrants and other property
which such holder would have been entitled to receive had such holder, at the
time of such transaction, owned the Common Stock of the Principal Party
receivable upon the exercise of a Right pursuant to this Section 13(a), and such
Principal Party shall take such steps (including, but not limited to,
reservation of shares of stock) as may be necessary to permit the subsequent
exercise of the Rights in accordance with the terms hereof for such cash,
shares, rights, warrants and other property.

          (b)  "Principal Party" shall mean:

               (i) in the case of any transaction described in (i) or (ii) of
     the first sentence of Section 13(a) hereof: (A) the Person that is the
     issuer of the securities into which the shares of Common Stock, Series A
     Preferred Stock or both are converted in such merger or consolidation, or,
     if there is more than one such issuer, the issuer the shares of Common
     Stock of which have the greatest aggregate market value of shares
     outstanding, or (B) if no securities are so issued, (x) the Person that is
     the other party to the merger, if such Person survives said merger, or, if
     there is more than one such Person, the Person the shares of Common Stock
     of which have the greatest aggregate market value of shares outstanding or
     (y) if the Person that is the other party to the merger does not survive
     the merger, the Person that does survive the merger (including the Company
     if it survives) or (z) the Person resulting from the consolidation; and

               (ii) in the case of any transaction described in (iii) of the
     first sentence

                                      -24-
<PAGE>

     of Section 13(a) hereof, the Person that is the party receiving the
     greatest portion of the assets or earning power transferred pursuant to
     such transaction or transactions, or, if each Person that is a party to
     such transaction or transactions receives the same portion of the assets or
     earning power so transferred or if the Person receiving the greatest
     portion of the assets or earning power cannot be determined, whichever of
     such Persons is the issuer of Common Stock having the greatest aggregate
     market value of shares outstanding;

provided, however, that in any such case described in the foregoing clause
(b)(i) or (b)(ii), if the Common Stock of such Person is not at such time or has
not been continuously over the preceding 12-month period registered under
Section 12 of the Exchange Act, then (1) if such Person is a direct or indirect
Subsidiary of another Person the Common Stock of which is and has been so
registered, the term "Principal Party" shall refer to such other Person, or (2)
if such Person is a Subsidiary, directly or indirectly, of more than one Person,
the Common Stock of all of which is and has been so registered, the term
"Principal Party" shall refer to whichever of such Persons is the issuer of
Common Stock having the greatest aggregate market value of shares outstanding,
or (3) if such Person is owned, directly or indirectly, by a joint venture
formed by two or more Persons that are not owned, directly or indirectly, by the
same Person, the rules set forth in clauses (1) and (2) above shall apply to
each of the owners having an interest in the venture as if the Person owned by
the joint venture was a Subsidiary of both or all of such joint venturers, and
the Principal Party in each such case shall bear the obligations set forth in
this Section 13 in the same ratio as its interest in such Person bears to the
total of such interests.

          (c) The Company shall not consummate any consolidation, merger, sale
or transfer referred to in Section 13(a) hereof unless prior thereto the Company
and the Principal Party involved therein shall have executed and delivered to
the Rights Agent an agreement confirming that the requirements of Sections 13(a)
and (b) hereof shall promptly be performed in accordance with their terms and
that such consolidation, merger, sale or transfer of assets shall not result in
a default by the Principal Party under this Agreement as the same shall have
been assumed by the Principal Party pursuant to Sections 13(a) and (b) hereof
and providing that, as soon as practicable after executing such agreement
pursuant to this Section 13, the Principal Party will:

               (i) prepare and file a registration statement under the
     Securities Act, if necessary, with respect to the Rights and the securities
     purchasable upon exercise of the Rights on an appropriate form, use its
     best efforts to cause such registration statement to become effective as
     soon as practicable after such filing and use its best efforts to cause
     such registration statement to remain effective (with a prospectus at all
     times meeting the requirements of the Securities Act) until the Expiration
     Date and similarly comply with applicable state securities laws;

               (ii) use its best efforts, if the Common Stock of the Principal
     Party shall be listed or admitted to trading on the New York Stock Exchange
     or on another national securities exchange, to list or admit to trading (or
     continue the listing of) the Rights and the securities purchasable upon
     exercise of the Rights on the New York Stock Exchange or such securities
     exchange, or, if the Common Stock of the Principal Party shall not be
     listed or admitted to trading on the New York Stock Exchange or a national

                                      -25-
<PAGE>

     securities exchange, to cause the Rights and the securities receivable upon
     exercise of the Rights to be authorized for quotation on NASDAQ or on such
     other system then in use;

               (iii)  deliver to holders of the Rights historical financial
     statements for the Principal Party which comply in all respects with the
     requirements for registration on Form 10 (or any successor form) under the
     Exchange Act; and

               (iv) obtain waivers of any rights of first refusal or preemptive
     rights in respect of the Common Stock of the Principal Party subject to
     purchase upon exercise of outstanding Rights.

          (d) In case the Principal Party has provision in any of its authorized
securities or in its certificate of incorporation or by-laws or other instrument
governing its affairs, which provision would have the effect of (i) causing such
Principal Party to issue (other than to holders of Rights pursuant to this
Section 13), in connection with, or as a consequence of, the consummation of a
transaction referred to in this Section 13, shares of Common Stock or Common
Stock Equivalents of such Principal Party at less than the then current market
price per share thereof (determined pursuant to Section 11(d) hereof) or
securities exercisable for, or convertible into, Common Stock or Common Stock
Equivalents of such Principal Party at less than such then current market price,
or (ii) providing for any special payment, tax or similar provision in
connection with the issuance of the Common Stock of such Principal Party
pursuant to the provisions of Section 13, then, in such event, the Company
hereby agrees with each holder of Rights that it shall not consummate any such
transaction unless prior thereto the Company and such Principal Party shall have
executed and delivered to the Rights Agent a supplemental agreement providing
that the provision in question of such Principal Party shall have been canceled,
waived or amended, or that the authorized securities shall be redeemed, so that
the applicable provision will have no effect in connection with, or as a
consequence of, the consummation of the proposed transaction.

          (e) The Company covenants and agrees that it shall not, at any time
after the Flip-In Event, enter into any transaction of the type described in
clauses (i) through (iii) of Section 13(a) hereof if (i) at the time of or
immediately after such consolidation, merger, sale, transfer or other
transaction there are any rights, warrants or other instruments or securities
outstanding or agreements in effect which would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights, (ii)
prior to, simultaneously with or immediately after such consolidation, merger,
sale, transfer or other transaction, the stockholders of the Person who
constitutes, or would constitute, the Principal Party for purposes of Section
13(b) hereof shall have received a distribution of Rights previously owned by
such Person or any of its Affiliates or Associates, or (iii) the form or nature
of organization of the Principal Party would preclude or limit the
exercisability of the Rights.

          Section 14.  Fractional Rights and Fractional Shares.

          (a) The Company shall not be required to issue fractions of Rights
(except prior to the Distribution Date in accordance with Section 11(n) hereof)
or to distribute Right Certificates which evidence fractional Rights.  In lieu
of such fractional Rights, there shall be

                                      -26-
<PAGE>

paid to the registered holders of the Right Certificates with regard to which
such fractional Rights would otherwise be issuable, an amount in cash equal to
the same fraction of the current market value of a whole Right. For the purposes
of this Section 14(a), the current market value of a whole Right shall be the
closing price of the Rights for the Trading Day immediately prior to the date on
which such fractional Rights would have been otherwise issuable. The closing
price for any day shall be the last sale price, regular way, or, in case no such
sale takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Rights are not listed or
admitted to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Rights are listed or
admitted to trading or, if the Rights are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by NASDAQ or such other system then in use or, if on any such date
the Rights are not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in the Rights selected by the Board of Directors of the Company. If on any such
date no such market maker is making a market in the Rights, the fair value of
the Rights on such date as determined in good faith by the Board of Directors of
the Company shall be used.

          (b) The Company shall not be required to issue fractions of Series B
Preferred Stock (other than fractions which are integral multiples of one one-
thousandth of a share of Series B Preferred Stock) or to distribute certificates
which evidence fractional shares of Series B Preferred Stock (other than
fractions which are integral multiples of one one-thousandth of a share of
Series B Preferred Stock) upon the exercise or exchange of Rights.  Interests in
fractions of Series B Preferred Stock in integral multiples of one one-
thousandth of a share of Series B Preferred Stock may, at the election of the
Company, be evidenced by depositary receipts, pursuant to an appropriate
agreement between the Company and a depositary selected by it; provided, that
such agreement shall provide that the holders of such depositary receipts shall
have all the rights, privileges and preferences to which they are entitled as
beneficial owners of the Series B Preferred Stock represented by such depositary
receipts.  In lieu of fractional shares of Series B Preferred Stock that are not
integral multiples of one one-thousandth of a share of Series B Preferred Stock,
the Company shall pay to the registered holders of Right Certificates at the
time such Rights are exercised or exchanged as herein provided an amount in cash
equal to the same fraction of the current market value of a whole share of
Series B Preferred Stock (as determined in accordance with Section 14(a) hereof)
for the Trading Day immediately prior to the date of such exercise or exchange.

          (c) The Company shall not be required to issue fractions of shares of
Common Stock or to distribute certificates which evidence fractional shares of
Common Stock upon the exercise or exchange of Rights.  In lieu of such
fractional shares of Common Stock, the Company shall pay to the registered
holders of the Right Certificates with regard to which such fractional shares of
Common Stock would otherwise be issuable an amount in cash equal to the same
fraction of the current market value of a whole share of Common Stock (as
determined in accordance with Section 14(a) hereof) for the Trading Day
immediately prior to the date of such exercise or exchange.

                                      -27-
<PAGE>

          (d) The holder of a Right by the acceptance of the Right expressly
waives his right to receive any fractional Rights or any fractional shares upon
exercise or exchange of a Right (except as provided above).

          Section 15.  Rights of Action.  All rights of action in respect of
this Agreement, excepting the rights of action given to the Rights Agent under
Section 18 hereof, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock and Series A Preferred Stock); and any registered holder of any
Right Certificate (or, prior to the Distribution Date, of the Common Stock or
Series A Preferred Stock), without the consent of the Rights Agent or of the
holder of any other Right Certificate (or, prior to the Distribution Date, of
the Common Stock or Series A Preferred Stock), on his own behalf and for his own
benefit, may enforce, and may institute and maintain any suit, action or
proceeding against the Company to enforce, or otherwise act in respect of, his
right to exercise the Rights evidenced by such Right Certificate (or, prior to
the Distribution Date, such Common Stock or Series A Preferred Stock) in the
manner provided therein and in this Agreement. Without limiting the foregoing or
any remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and will be entitled to specific performance of the
obligations under, and injunctive relief against actual or threatened violations
of, the obligations of any Person subject to this Agreement.

          Section 16.  Agreement of Right Holders.  Every holder of a Right, by
accepting the same, consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

          (a) prior to the Distribution Date, the Rights will be transferable
only in connection with the transfer of the Common Stock or Series A Preferred
Stock;

          (b) after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the office or agency of the Rights Agent designated for such purpose, duly
endorsed or accompanied by a proper instrument of transfer; and

          (c) the Company and the Rights Agent may deem and treat the Person in
whose name the Right Certificate (or, prior to the Distribution Date, the Common
Stock or Series A Preferred Stock certificate) is registered as the absolute
owner thereof and of the Rights evidenced thereby (notwithstanding any notations
of ownership or writing on the Right Certificates or the Common Stock or Series
A Preferred Stock certificate made by anyone other than the Company or the
Rights Agent) for all purposes whatsoever, and neither the Company nor the
Rights Agent, subject to Section 7(c) herein, shall be affected by any notice to
the contrary.

          Section 17.  Right Certificate Holder Not Deemed a Stockholder.  No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Series B Preferred
Stock or any other securities of the Company which may at any time be issuable
on the exercise or exchange of the Rights represented thereby, nor

                                      -28-
<PAGE>

shall anything contained herein or in any Right Certificate be construed to
confer upon the holder of any Right Certificate, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting stockholders (except as provided in this Agreement), or
to receive dividends or subscription rights, or otherwise, until the Rights
evidenced by such Right Certificate shall have been exercised or exchanged in
accordance with the provisions hereof.

          Section 18.  Concerning the Rights Agent.

          (a) The Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and
other disbursements incurred in the administration and execution of this
Agreement and the exercise and performance of its duties hereunder.  The Company
also agrees to indemnify the Rights Agent for, and to hold it harmless against,
any loss, liability or expense, incurred without negligence, bad faith or
willful misconduct on the part of the Rights Agent, for anything done or omitted
by the Rights Agent in connection with the acceptance and administration of this
Agreement, including the costs and expenses of defending against any claim of
liability arising therefrom, directly or indirectly.

          (b) The Rights Agent shall be protected and shall incur no liability
for, or in respect of any action taken, suffered or omitted by it in connection
with, its administration of this Agreement in reliance upon any Right
Certificate or certificate for the Series A Preferred Stock, Series B Preferred
Stock or Common Stock or for other securities of the Company, instrument of
assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement or other paper or document
believed by it to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper Person or Persons, or otherwise upon the
advice of counsel as set forth in Section 20 hereof.

          Section 19.  Merger or Consolidation or Change of Name of Rights
Agent.

          (a) Any corporation into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights Agent
or any successor Rights Agent shall be a party, or any corporation succeeding to
the stock transfer or corporate trust powers of the Rights Agent or any
successor Rights Agent, shall be the successor to the Rights Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto; provided, that such corporation would be
eligible for appointment as a successor Rights Agent under the provisions of
Section 21 hereof.  In case at the time such successor Rights Agent shall
succeed to the agency created by this Agreement, any of the Right Certificates
shall have been countersigned but not delivered, any such successor Rights Agent
may adopt the countersignature of the predecessor Rights Agent and deliver such
Right Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights Agent; and in all such cases such
Right Certificates shall have the full force provided in the Right Certificates
and in this Agreement.

                                      -29-
<PAGE>

          (b) In case at any time the name of the Rights Agent shall be changed
and at such time any of the Right Certificates shall have been countersigned but
not delivered, the Rights Agent may adopt the countersignature under its prior
name and deliver Right Certificates so countersigned; and in case at that time
any of the Right Certificates shall not have been countersigned, the Rights
Agent may countersign such Right Certificates either in its prior name or in its
changed name and in all such cases such Right Certificates shall have the full
force provided in the Right Certificates and in this Agreement.

          Section 20.  Duties of Rights Agent.  The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Right Certificates,
by their acceptance thereof, shall be bound:

          (a) The Rights Agent may consult with legal counsel (who may be legal
counsel for the Company), and the opinion of such counsel shall be full and
complete authorization and protection to the Rights Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.

          (b) Whenever in the performance of its duties under this Agreement the
Rights Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by the Chief Executive Officer and the
Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full authorization to the Rights Agent for any action taken or suffered
in good faith by it under the provisions of this Agreement in reliance upon such
certificate.

          (c) The Rights Agent shall be liable hereunder to the Company and any
other Person only for its own negligence, bad faith or willful misconduct.

          (d) The Rights Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the Right
Certificates (except its countersignature thereof) or be required to verify the
same, but all such statements and recitals are and shall be deemed to have been
made by the Company only.

          (e) The Rights Agent shall not be under any responsibility in respect
of the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Rights Agent) or in respect of the validity or
execution of any Right Certificate (except its countersignature thereof); nor
shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Right Certificate; nor shall it
be responsible for any change in the exercisability of the Rights (including the
Rights becoming void pursuant to Section 11(a)(ii) hereof) or any change or
adjustment in the terms of the Rights provided for in Sections 3, 11, 13, 23 and
24, or the ascertaining of the existence of facts that would require any such
change or adjustment (except with respect to the exercise of Rights evidenced by
Right Certificates after receipt of a certificate furnished pursuant to
Section 12,

                                      -30-
<PAGE>

describing such change or adjustment); nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any shares of Series B Preferred Stock or other securities to be
issued pursuant to this Agreement or any Right Certificate or as to whether any
shares of Series B Preferred Stock or other securities will, when issued, be
validly authorized and issued, fully paid and nonassessable.

          (f) The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performing by the Rights Agent of
the provisions of this Agreement.

          (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
person reasonably believed by the Rights Agent to be one of the Chief Executive
Officer or the Secretary of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and it shall not be liable
for any action taken or suffered by it in good faith in accordance with
instructions of any such officer or for any delay in acting while waiting for
those instructions.  Any application by the Rights Agent for written
instructions from the Company may, at the option of the Rights Agent, set forth
in writing any action proposed to be taken or omitted by the Rights Agent under
this Agreement and the date on and/or after which such action shall be taken or
such omission shall be effective.  The Rights Agent shall not be liable for any
action taken by, or omission of, the Rights Agent in accordance with a proposal
included in any such application on or after the date specified in such
application (which date shall not be less than five Business Days after the date
any officer of the Company actually receives such application unless any such
officer shall have consented in writing to an earlier date) unless, prior to
taking any such action (or the effective date in the case of an omission), the
Rights Agent shall have received written instructions in response to such
application specifying the action to be taken or omitted.

          (h) The Rights Agent and any stockholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not Rights Agent
under this Agreement. Nothing herein shall preclude the Rights Agent from acting
in any other capacity for the Company or for any other legal entity.

          (i) The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct, provided reasonable care was exercised in the selection
and continued employment thereof.

          (j) If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate contained in the form of
assignment or the form of election to purchase set forth on the reverse thereof,
as the case may be, has not been completed to certify the holder is not an
Acquiring Person (or an Affiliate or Associate thereof) or a transferee

                                      -31-
<PAGE>

thereof, the Rights Agent shall not take any further action with respect to such
requested exercise or transfer without first consulting with the Company.

          Section 21.  Change of Rights Agent.  The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Stock, Series A Preferred Stock and Series B
Preferred Stock by registered or certified mail, and, following the Distribution
Date, to the holders of the Right Certificates by first-class mail.  The Company
may remove the Rights Agent or any successor Rights Agent upon 30 days' notice
in writing, mailed to the Rights Agent or successor Rights Agent, as the case
may be, and to each transfer agent of the Common Stock, Series A Preferred Stock
and Series B Preferred Stock by registered or certified mail, and, following the
Distribution Date, to the holders of the Right Certificates by first-class mail.
If the Rights Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Rights Agent.
If the Company shall fail to make such appointment within a period of 30 days
after giving notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated Rights Agent or
by the holder of a Right Certificate (who shall, with such notice, submit his
Right Certificate for inspection by the Company), then the registered holder of
any Right Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Company or by such a court, shall be a corporation organized and doing
business under the laws of the United States or the laws of any state of the
United States or the District of Columbia, in good standing, having an office in
the State of Texas, the State of New York or the State of New Jersey, which is
authorized under such laws to exercise corporate trust or stock transfer powers
and is subject to supervision or examination by federal or state authority and
which has at the time of its appointment as Rights Agent a combined capital and
surplus of at least $50 million. After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Rights Agent without further act or deed; but
the predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Common Stock, Series A Preferred Stock and Series B Preferred Stock, and,
following the Distribution Date, mail a notice thereof in writing to the
registered holders of the Right Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

          Section 22.  Issuance of New Right Certificates.  Notwithstanding any
of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such forms as may be approved by its Board of Directors to reflect any
adjustment or change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the Right Certificates
made in accordance with the provisions of this Agreement.  In addition, in
connection with the issuance or sale of Common Stock following the Distribution
Date and prior to the Expiration Date, the

                                      -32-
<PAGE>

Company may with respect to shares of Common Stock so issued or sold pursuant to
(i) the exercise of stock options, (ii) under any employee plan or arrangement,
(iii) upon the exercise, conversion or exchange of securities, notes or
debentures issued by the Company, or (iv) a contractual obligation of the
Company, in each case existing prior to the Distribution Date, issue Rights
Certificates representing the appropriate number of Rights in connection with
such issuance or sale.

           Section 23.  Redemption.

          (a) The Board of Directors of the Company may, at any time prior to
the Flip-In Event, redeem all but not less than all the then outstanding Rights
at a redemption price of $.01 per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring in respect of the
Common Stock after the date hereof (the redemption price being hereinafter
referred to as the "Redemption Price").  The redemption of the Rights may be
made effective at such time, on such basis and with such conditions as the Board
of Directors in its sole discretion may establish.  The Redemption Price shall
be payable, at the option of the Company, in cash, shares of Common Stock, or
such other form of consideration as the Board of Directors shall determine.

          (b) Immediately upon the action of the Board of Directors ordering the
redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at
such later time as the Board of Directors may establish for the effectiveness of
such redemption), and without any further action and without any notice, the
right to exercise the Rights will terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price.  The Company shall
promptly give public notice of any such redemption; provided, however, that the
failure to give, or any defect in, any such notice shall not affect the validity
of such redemption.  Within 10 days after such action of the Board of Directors
ordering the redemption of the Rights (or such later time as the Board of
Directors may establish for the effectiveness of such redemption), the Company
shall mail a notice of redemption to all the holders of the then outstanding
Rights at their last addresses as they appear upon the registry books of the
Rights Agent or, prior to the Distribution Date, on the registry books of the
transfer agent for the Common Stock and Series A Preferred Stock.  Any notice
which is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice.  Each such notice of redemption shall state
the method by which the payment of the Redemption Price will be made.

           Section 24.  Exchange.

          (a) The Board of Directors of the Company may, at its option, at any
time after the Flip-In Event, exchange all or part of the then outstanding and
exercisable Rights (which shall not include Rights that have become void
pursuant to the provisions of Section 11(a)(ii) hereof) for Common Stock at an
exchange ratio of one share of Common Stock per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring in
respect of the Common Stock after the date hereof (such amount per Right being
hereinafter referred to as the "Exchange Ratio").  Notwithstanding the
foregoing, the Board of Directors shall not be empowered to effect such exchange
at any time after an Acquiring Person shall have become the Beneficial Owner of
shares of Common Stock aggregating 50% or more of the shares

                                      -33-
<PAGE>

of Common Stock then outstanding. From and after the occurrence of an event
specified in Section 13(a) hereof, any Rights that theretofore have not been
exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in
accordance with Section 13 and may not be exchanged pursuant to this Section
24(a). The exchange of the Rights by the Board of Directors may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish.

          (b) Immediately upon the effectiveness of the action of the Board of
Directors of the Company ordering the exchange of any Rights pursuant to
paragraph (a) of this Section 24 and without any further action and without any
notice, the right to exercise such Rights shall terminate and the only right
thereafter of a holder of such Rights shall be to receive that number of shares
of Common Stock equal to the number of such Rights held by such holder
multiplied by the Exchange Ratio.  The Company shall promptly give public notice
of any such exchange; provided, however, that the failure to give, or any defect
in, such notice shall not affect the validity of such exchange.  The Company
shall promptly mail a notice of any such exchange to all of the holders of the
Rights so exchanged at their last addresses as they appear upon the registry
books of the Rights Agent.  Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the notice.
Each such notice of exchange will state the method by which the exchange of the
shares of Common Stock for Rights will be effected and, in the event of any
partial exchange, the number of Rights which will be exchanged.  Any partial
exchange shall be effected pro rata based on the number of Rights (other than
Rights which have become void pursuant to the provisions of Section 11(a)(ii)
hereof) held by each holder of Rights.

          (c) The Company may at its option substitute, and, in the event that
there shall not be sufficient shares of Common Stock issued but not outstanding
or authorized but unissued to permit an exchange of Rights for Common Stock as
contemplated in accordance with this Section 24, the Company shall substitute to
the extent of such insufficiency, for each share of Common Stock that would
otherwise be issuable upon exchange of a Right, a number of shares of Series B
Preferred Stock or fraction thereof (or equivalent preferred shares, as such
term is defined in Section 11(b)) such that the current per share market price
(determined pursuant to Section 11(d) hereof) of one share of Series B Preferred
Stock (or equivalent preferred share) multiplied by such number or fraction is
equal to the current per share market price of one share of Common Stock
(determined pursuant to Section 11(d) hereof) as of the date of such exchange.

           Section 25.  Notice of Certain Events.

          (a) In case the Company shall at any time after the earlier of the
Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend
payable in stock of any class to the holders of its Series B Preferred Stock or
to make any other distribution to the holders of its Series B Preferred Stock
(other than a regular quarterly cash dividend), (ii) to offer to the holders of
its Series B Preferred Stock rights or warrants to subscribe for or to purchase
any additional shares of Series B Preferred Stock or shares of stock of any
class or any other securities, rights or options, (iii) to effect any
reclassification of its Series B Preferred Stock (other than a reclassification
involving only the subdivision or combination of outstanding Series B Preferred
Stock), (iv) to effect the liquidation, dissolution or winding up of the
Company, or

                                      -34-
<PAGE>

(v) to pay any dividend on the Common Stock payable in Common Stock or to effect
a subdivision, combination or consolidation of the Common Stock or Series A
Preferred Stock (by reclassification or otherwise than by payment of dividends
in Common Stock or Series A Preferred Stock), then, in each such case, the
Company shall give to each holder of a Right Certificate, in accordance with
Section 26 hereof, a notice of such proposed action, which shall specify the
record date for the purposes of such stock dividend, or distribution of rights
or warrants, or the date on which such liquidation, dissolution or winding up is
to take place and the date of participation therein by the holders of the Common
Stock and/or Series B Preferred Stock, if any such date is to be fixed, and such
notice shall be so given in the case of any action covered by clause (i) or (ii)
above at least 10 days prior to the record date for determining holders of the
Series B Preferred Stock for purposes of such action, and in the case of any
such other action, at least 10 days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of the
Common Stock, Series A Preferred Stock and/or Series B Preferred Stock,
whichever shall be the earlier.

          (b) In case any event described in Section 11(a)(ii) or Section 13
shall occur then the Company shall as soon as practicable thereafter give to
each holder of a Right Certificate (or if occurring prior to the Distribution
Date, the holders of the Common Stock and Series A Preferred Stock) in
accordance with Section 26 hereof, a notice of the occurrence of such event,
which notice shall describe such event and the consequences of such event to
holders of Rights under Section 11(a)(ii) and Section 13 hereof.

          Section 26.  Notices.  Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

Quanta Services, Inc.
1360 Post Oak Blvd., #2100
Houston, TX 77056
Attention: General Counsel

Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Agreement to be given or made by the Company or by the holder of any
Right Certificate to or on the Rights Agent shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Company) as follows:

American Stock Transfer & Trust Company
40 Wall Street
New York, NY 10005
Attention: Chief Executive Officer

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company.

                                      -35-
<PAGE>

          Section 27.  Supplements and Amendments. Except as provided in the
penultimate sentence of this Section 27, for so long as the Rights are then
redeemable, the Company may in its sole and absolute discretion, and the Rights
Agent shall if the Company so directs, supplement or amend any provision of this
Agreement in any respect without the approval of any holders of the Rights. At
any time when the Rights are no longer redeemable, except as provided in the
penultimate sentence of this Section 27, the Company may, and the Rights Agent
shall, if the Company so directs, supplement or amend this Agreement without the
approval of any holders of Rights, provided that no such supplement or amendment
may (a) adversely affect the interests of the holders of Rights as such (other
than an Acquiring Person or an Affiliate or Associate of an Acquiring Person),
(b) cause this Agreement again to become amendable other than in accordance with
this sentence, or (c) cause the Rights again to become redeemable.
Notwithstanding anything contained in this Agreement to the contrary, no
supplement or amendment shall be made which changes the Redemption Price. Upon
the delivery of a certificate from an appropriate officer of the Company which
states that the supplement or amendment is in compliance with the terms of this
Section 27, the Rights Agent shall execute such supplement or amendment,
provided that any supplement or amendment that does not amend Sections 18, 19,
20 or 21 hereof in a manner adverse to the Rights Agent shall become effective
immediately upon execution by the Company, whether or not also executed by the
Rights Agent.

          Section 28.  Successors.  All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

          Section 29.  Benefits of this Agreement.  Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the Common Stock and Series A Preferred Stock) any legal or
equitable right, remedy or claim under this Agreement; but this Agreement shall
be for the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Right Certificates (and, prior to the Distribution
Date, the Common Stock and Series A Preferred Stock).

           Section 30.  Determinations and Actions by the Board of Directors.

          (a) The Board of Directors of the Company shall have the exclusive
power and authority to administer this Agreement and to exercise the rights and
powers specifically granted to the Board of Directors of the Company or to the
Company, or as may be necessary or advisable in the administration of this
Agreement, including, without limitation, the right and power to (i) interpret
the provisions of this Agreement, and (ii) make all determinations deemed
necessary or advisable for the administration of this Agreement (including,
without limitation, a determination whether: to exchange the outstanding Rights
for Common Stock pursuant to Section 24; to redeem or not redeem the Rights; or
to amend or not to amend this Agreement). All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) that are done or made by the Board
of Directors of the Company in good faith, shall (x) be final, conclusive and
binding on the

                                      -36-
<PAGE>

Company, the Rights Agent, the holders of the Rights, as such, and all other
parties, and (y) not subject the Board of Directors to any liability to the
holders of the Rights.

          (b) Nothing contained in this Agreement shall be deemed to be in
derogation of the obligation of the Board of Directors of the Company to
exercise its fiduciary duty. Without limiting the foregoing, nothing contained
herein shall be construed to suggest or imply that the Board of Directors shall
not be entitled to reject any tender offer or other acquisition proposal, or to
recommend that holders of Common Stock reject any tender offer or other
acquisition proposal, or to take any other action (including, without
limitation, the commencement, prosecution, defense or settlement of any
litigation and the submission of additional or alternative offers or other
proposals) with respect to any tender offer or other acquisition proposal that
the Board of Directors believes is necessary or appropriate in the exercise of
such fiduciary duty.

          Section 31.  Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

          Section 32.  Governing Law.  This Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.

          Section 33.  Counterparts.  This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

          Section 34.  Descriptive Headings.  Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, all as of the day and year first above written.

QUANTA SERVICES, INC.


By:         /s/ Brad Eastman
     -----------------------------------

Name:   Brad Eastman
        ------------
Title:  General Counsel
        ---------------

                                      -37-
<PAGE>

AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent


By:    /s/ Herbert J. Lemmer
     --------------------------

Name:  Herbert J. Lemmer
       -----------------
Title: Vice President
       --------------

                                      -38-
<PAGE>

                                                                       EXHIBIT A

                                    FORM OF
                          CERTIFICATE OF DESIGNATION

                                      OF

                 SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

                                      OF

                             QUANTA SERVICES, INC.

            PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
                           OF THE STATE OF DELAWARE

          QUANTA SERVICES, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), in
accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:

          That pursuant to the authority vested in the Board of Directors in
accordance with the provisions of the Restated Certificate of Incorporation of
the said Corporation, the said Board of Directors adopted the following
resolution creating a series of 700,000 shares of Preferred Stock designated as
"Series B Junior Participating Preferred Stock":

          RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of the Restated
Certificate of Incorporation, a series of Preferred Stock, par value $0.00001
per share, of the Corporation be and hereby is created, and that the designation
and number of shares thereof and the voting and other powers, preferences and
relative, participating, optional or other rights of the shares of such series
and the qualifications, limitations and restrictions thereof are as follows:

          SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

          1.   Designation and Amount.   There shall be a series of Preferred
Stock that shall be designated as "Series B Junior Participating Preferred
Stock," and the number of shares constituting such series shall be 700,000. Such
number of shares may be increased or decreased by resolution of the Board of
Directors; provided, however, that no decrease shall reduce the number of shares
of Series B Junior Participating Preferred Stock to less than the number of
shares then issued and outstanding plus the number of shares issuable upon
exercise of outstanding rights, options or warrants or upon conversion of
outstanding securities issued by the Corporation.

                                      A-1
<PAGE>

          2.   Dividends and Distribution.

          (A) Subject to the prior and superior rights of the holders of any
shares of any class or series of stock of the Corporation ranking prior and
superior to the shares of Series B Junior Participating Preferred Stock
(including, without limitation, the Series A Convertible Preferred Stock) with
respect to dividends, the holders of shares of Series B Junior Participating
Preferred Stock, in preference to the holders of shares of any class or series
of stock of the Corporation ranking junior to the Series B Junior Participating
Preferred Stock in respect thereof, shall be entitled to receive, when, as and
if declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first day of January, April,
July and October, in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series B Junior Participating Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (a) $1.00, or (b) the Adjustment
Number (as defined below) times the aggregate per share amount of all cash
dividends, and the Adjustment Number times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock, par value $0.00001 per share, of the Corporation (the "Common
Stock") since the immediately preceding Quarterly Dividend Payment Date, or,
with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series B Junior Participating
Preferred Stock. The "Adjustment Number" shall initially be 1,000. In the event
the Corporation shall at any time after March 8, 2000 (i) declare and pay any
dividend on Common Stock payable in shares of Common Stock (other than the 3 for
2 stock dividend payable on April 7, 2000), (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the Adjustment Number in effect
immediately prior to such event shall be adjusted by multiplying such Adjustment
Number by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

          (B) The Corporation shall declare a dividend or distribution on the
Series B Junior Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock).

          (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series B Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
B Junior Participating Preferred Stock, unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of issue
of such shares, or unless the date of issue is a Quarterly Dividend Payment Date
or is a date after the record date for the determination of holders of shares of
Series B Junior Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative

                                      A-2
<PAGE>

from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series B Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a share-
by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series B Junior Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 60 days prior to the date fixed for the payment thereof.

          3.   Voting Rights.   The holders of shares of Series B Junior
Participating Preferred Stock shall have the following voting rights:

          (A) Each share of Series B Junior Participating Preferred Stock shall
entitle the holder thereof to a number of votes equal to the Adjustment Number
on all matters submitted to a vote of the stockholders of the Corporation.

          (B) Except as required by law, by Section 3(C) and by Section 10
hereof, holders of Series B Junior Participating Preferred Stock shall have no
special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.

          (C) If, at the time of any annual meeting of stockholders for the
election of directors, the equivalent of six quarterly dividends (whether or not
consecutive) payable on any share or shares of Series B Junior Participating
Preferred Stock are in default, the Corporation shall take all steps which are
necessary, including the calling of a special meeting of stockholders, to cause
the number of directors constituting the Board of Directors of the Corporation
to be increased by two as contemplated by the following sentence. In addition to
voting together with the holders of Common Stock for the election of other
directors of the Corporation, the holders of record of the Series B Junior
Participating Preferred Stock, voting separately as a class to the exclusion of
the holders of Common Stock, shall be entitled at said meeting of stockholders
(and at each subsequent annual meeting of stockholders), unless all dividends in
arrears on the Series B Junior Participating Preferred Stock have been paid or
declared and set apart for payment prior thereto, to vote for the election of
two directors of the Corporation, the holders of any Series B Junior
Participating Preferred Stock being entitled to cast a number of votes per share
of Series B Junior Participating Preferred Stock as is specified in paragraph
(A) of this Section 3. Until the default in payments of all dividends which
permitted the election of said directors shall cease to exist, any director who
shall have been so elected pursuant to the provisions of this Section 3(C) may
be removed at any time without cause only by the affirmative vote of the holders
of the shares of Series B Junior Participating Preferred Stock at the time
entitled to cast a majority of the votes entitled to be cast for the election of
any such director at a special meeting of such holders called for that purpose,
and any vacancy thereby created may be filled by the vote of such holders. If
and when such default shall cease to exist, the holders of the Series B Junior
Participating Preferred Stock shall be divested of the foregoing special voting
rights, subject to revesting in the event of each and every subsequent like
default in payments of dividends. Upon the termination of the foregoing special
voting rights, the terms of office of all persons who may have been elected
directors pursuant to said special voting rights

                                      A-3
<PAGE>

shall forthwith terminate, and the number of directors constituting the Board of
Directors shall be reduced by two. The voting rights granted by this Section
3(C) shall be in addition to any other voting rights granted to the holders of
the Series B Junior Participating Preferred Stock in this Section 3.

          4.   Certain Restrictions.

          (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series B Junior Participating Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series B Junior
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:

               (i)    declare or pay dividends on, make any other distributions
     on, or redeem or purchase or otherwise acquire for consideration any shares
     of stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series B Junior Participating Preferred
     Stock;

               (ii)   declare or pay dividends on or make any other
     distributions on any shares of stock ranking on a parity (either as to
     dividends or upon liquidation, dissolution or winding up) with the Series B
     Junior Participating Preferred Stock, except dividends paid ratably on the
     Series B Junior Participating Preferred Stock and all such parity stock on
     which dividends are payable or in arrears in proportion to the total
     amounts to which the holders of all such shares are then entitled; or

               (iii)  purchase or otherwise acquire for consideration any shares
     of Series B Junior Participating Preferred Stock, or any shares of stock
     ranking on a parity with the Series B Junior Participating Preferred Stock,
     except in accordance with a purchase offer made in writing or by
     publication (as determined by the Board of Directors) to all holders of
     Series B Junior Participating Preferred Stock, or to such holders and
     holders of any such shares ranking on a parity therewith, upon such terms
     as the Board of Directors, after consideration of the respective annual
     dividend rates and other relative rights and preferences of the respective
     series and classes, shall determine in good faith will result in fair and
     equitable treatment among the respective series or classes.

          (B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

          5.   Reacquired Shares.  Any shares of Series B Junior Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired promptly after the acquisition thereof.  All such
shares shall upon their retirement become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of

                                      A-4
<PAGE>

Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to any conditions and restrictions on issuance set forth
herein.

          6.   Liquidation, Dissolution or Winding Up.

          (A)  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 B Junior Participating
Preferred Stock unless, prior thereto, the holders of shares of Series B Junior
Participating Preferred Stock shall have received an amount per share (the
"Series B Liquidation Preference") equal to the greater of (i) $10.00, plus an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, or (ii) the Adjustment Number
times the per share amount of all cash and other property to be distributed in
respect of the Common Stock upon such liquidation, dissolution or winding up of
the Corporation.

          (B)  In the event, however, that there are not sufficient assets
available to permit payment in full of the Series B 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 B Junior
Participating Preferred Stock in respect thereof, then the assets available for
such distribution shall be distributed ratably to the holders of the Series B
Junior Participating Preferred Stock and the holders of such parity shares in
proportion to their respective liquidation preferences.

          (C)  Neither the merger or consolidation of the Corporation into or
with another corporation nor the merger or consolidation of any other
corporation into or with the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this
Section 6.

          7.   Consolidation, Merger, Etc.   In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
outstanding shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case each share
of Series B Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share equal to the Adjustment
Number times the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged.

          8.   No Redemption.   Shares of Series B Junior Participating
Preferred Stock shall not be subject to redemption by the Corporation.

          9.   Ranking.  The Series B Junior Participating Preferred Stock shall
rank junior to all other series of the Preferred Stock as to the payment of
dividends and as to the distribution of assets upon liquidation, dissolution or
winding up, unless the terms of any such series shall provide otherwise, and
shall rank senior to the Common Stock as to such matters.

                                      A-5
<PAGE>

          10.  Amendment.  At any time that any shares of Series B Junior
Participating Preferred Stock are outstanding, the Restated Certificate of
Incorporation of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series B Junior Participating Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of two-thirds of the outstanding
shares of Series B Junior Participating Preferred Stock, voting separately as a
class.

          11.  Fractional Shares.  Series B Junior Participating Preferred Stock
may be issued in fractions of a share that shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series B Junior Participating Preferred Stock.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate this
8th day of March, 2000.


QUANTA SERVICES, INC.


By:  _____________________________________
Name:  ___________________________________
Title:  __________________________________

                                      A-6
<PAGE>

                                                                       EXHIBIT B

                           FORM OF RIGHT CERTIFICATE

                        Certificate No. R - __________

NOT EXERCISABLE AFTER MARCH 8, 2010 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS.
THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01 PER RIGHT AND TO EXCHANGE ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, AS SET
FORTH IN THE RIGHTS AGREEMENT (AS DEFINED BELOW), RIGHTS OWNED BY OR TRANSFERRED
TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS
AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO
LONGER BE TRANSFERABLE.

                               RIGHT CERTIFICATE

                             QUANTA SERVICES, INC.

          This certifies that ______________________________________ or
registered assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement, dated as of March 8, 2000, as
the same may be amended from time to time (the "Rights Agreement"), between
Quanta Services, Inc., a Delaware corporation (the "Company"), and American
Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), to
purchase from the Company at any time after the Distribution Date (as such term
is defined in the Rights Agreement) and prior to 5:00 p.m., New York City time,
on March 8, 2010 at the office or agency of the Rights Agent designated for such
purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid
non-assessable share of Series B Junior Participating Preferred Stock, par value
$0.00001 per share (the "Series B Preferred Stock"), of the Company at a
purchase price of $230.00 per one one-thousandth of a share of Series B
Preferred Stock (the "Purchase Price"), upon presentation and surrender of this
Right Certificate with the Form of Election to Purchase duly executed; provided,
however, that to take into account the 3 for 2 stock dividend payable on April
7, 2000, the Purchase Price shall, on April 7, 2000, automatically and without
any notice, certificate or other action by or to the Company, Rights Agent or
holders of the Rights (under Section 12 of the Rights Agreement or otherwise),
be $153.33.  The number of Rights evidenced by this Rights Certificate (and the
number of one one-thousandths of a share of Series B Preferred Stock which may
be purchased upon exercise hereof) set forth above, and the Purchase Price set
forth above, are the number and Purchase Price as of __________, based on the
Series B Preferred Stock as constituted at such date.  As provided in the Rights
Agreement, the Purchase Price, the number of one one-thousandths of a share of
Series B Preferred Stock (or other securities or property) which may be
purchased upon the exercise of the Rights and the number of Rights evidenced by
this Right Certificate are subject to modification and adjustment upon the
happening of certain events.

                                      B-1
<PAGE>

          This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates.  Copies of
the Rights Agreement are on file at the principal executive offices of the
Company and the above-mentioned office or agency of the Rights Agent.  The
Company will mail to the holder of this Right Certificate a copy of the Rights
Agreement without charge after receipt of a written request therefor.

          This Right Certificate, with or without other Right Certificates, upon
surrender at the office or agency of the Rights Agent designated for such
purpose, may be exchanged for another Right Certificate or Right Certificates of
like tenor and date evidencing Rights entitling the holder to purchase a like
aggregate number of shares of Series B Preferred Stock as the Rights evidenced
by the Right Certificate or Right Certificates surrendered shall have entitled
such holder to purchase. If this Right Certificate shall be exercised in part,
the holder shall be entitled to receive upon surrender hereof another Right
Certificate or Right Certificates for the number of whole Rights not exercised.

          Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate (i) may be redeemed by the Company at a redemption
price of $0.01 per Right or (ii) may be exchanged in whole or in part for shares
of the Company's Common Stock, par value $0.00001 per share, or shares of Series
B Preferred Stock.

          No fractional shares of Preferred Stock or Common Stock will be issued
upon the exercise or exchange of any Right or Rights evidenced hereby (other
than fractions of Preferred Stock which are integral multiples of one one-
thousandth of a share of Preferred Stock, which may, at the election of the
Company, be evidenced by depository receipts), but in lieu thereof a cash
payment will be made, as provided in the Rights Agreement.

          No holder of this Right Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of the Series
B Preferred Stock or of any other securities of the Company which may at any
time be issuable on the exercise or exchange hereof, nor shall anything
contained in the Rights Agreement or herein be construed to confer upon the
holder hereof, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in the Rights Agreement) or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by this Right Certificate shall have been exercised or exchanged as
provided in the Rights Agreement.

          This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

                                     B-2
<PAGE>

          WITNESS the facsimile signature of the Chief Executive Officer and the
Secretary of the Company and its corporate seal.

Dated as of _________________.


QUANTA SERVICES, INC.


By:  _______________________________
     Chief Executive Officer


ATTEST:


------------------------------------
Secretary


Countersigned:

AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent

By:  _______________________________

Name:  _____________________________
Its:  ______________________________

                                      B-3
<PAGE>

                   FORM OF REVERSE SIDE OF RIGHT CERTIFICATE

                              FORM OF ASSIGNMENT
               (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH
               HOLDER DESIRES TO TRANSFER THE RIGHT CERTIFICATE)

          FOR VALUE RECEIVED _______________________ hereby sells, assigns and
 transfers unto ______________________________________________________________

                 (Please print name and address of transferee)

          Rights represented by this Right Certificate, together with all right,
title and interest therein, and does hereby irrevocably constitute and appoint
____________________________ Attorney, to transfer said Rights on the books of
the within-named Company, with full power of substitution.

Dated:  _____________________


-----------------------------
Signature


Signature Guaranteed:

          Signatures must be guaranteed by a bank, trust company, broker, dealer
or other eligible institution participating in a recognized signature guarantee
medallion program.

                               (To be completed)

          The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by, were not acquired by the
undersigned from, and are not being assigned to an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).

------------------------------
Signature

                                      B-4
<PAGE>

            FORM OF REVERSE SIDE OF RIGHT CERTIFICATE - (CONTINUED)

                         FORM OF ELECTION TO PURCHASE
                 (TO BE EXECUTED IF HOLDER DESIRES TO EXERCISE
                 RIGHTS REPRESENTED BY THE RIGHTS CERTIFICATE)

To Quanta Services, Inc.

          The undersigned hereby irrevocably elects to exercise
___________________ Rights represented by this Right Certificate to purchase the
shares of Series B Preferred Stock (or other securities or property) issuable
upon the exercise of such Rights and requests that certificates for such shares
of Series B Preferred Stock (or such other securities) be issued in the name of:


______________________________________________________________________________
                        (Please print name and address)
______________________________________________________________________________


If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

Please insert social security or other identifying number


______________________________________________________________________________
                        (Please print name and address)
______________________________________________________________________________


Dated:______________________


----------------------------
Signature

       (Signature must conform to holder specified on Right Certificate)

Signature Guaranteed:

          Signature must be guaranteed by a bank, trust company, broker, dealer
or other eligible institution participating in a recognized signature guarantee
medallion program.

                               (To be completed)
          The undersigned certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by, and were not acquired by the
undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement).

                                      B-5
<PAGE>

------------------------------
Signature

                                      B-6
<PAGE>

                                    NOTICE

          The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or any change whatsoever.

          In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, such Assignment or Election to Purchase will not be honored.

                                      B-7
<PAGE>

                                                                       EXHIBIT C

UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT (AS DEFINED
BELOW), RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN
ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES
THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.

                         SUMMARY OF RIGHTS TO PURCHASE
                     SHARES OF SERIES B PREFERRED STOCK OF
                             QUANTA SERVICES, INC.

          On March 8, 2000, the Board of Directors of Quanta Services, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, par value $0.00001 per share, of the
Company (the "Common Stock") and Series A Convertible Preferred Stock, $0.00001
par value per share, of the Company ("Series A Preferred Stock") (on an as
converted basis).  The dividend is payable at the close of business on March 27,
2000 (the "Record Date") to the stockholders of record as of such time. Each
Right entitles the registered holder to purchase from the Company one one-
thousandth of a share of Series B Junior Participating Preferred Stock, par
value $0.00001 per share, of the Company (the "Series B Preferred Stock") at a
price of $230.00 per one one-thousandth of a share of Series B Preferred Stock
(the "Purchase Price"); provided, however, that to take into account the 3 for 2
stock dividend payable on April 7, 2000, the Purchase Price shall, on April 7,
2000, automatically and without any notice, certificate or other action by or to
the Company, Rights Agent or holders of the Rights, be $153.33.  The Purchase
Price shall be subject to further adjustments as set forth in the Rights
Agreement dated as of March 8, 2000, as the same may be amended from time to
time (the "Rights Agreement"), between the Company and American Stock Transfer &
Trust Company, as Rights Agent (the "Rights Agent").  The Rights Agreement sets
forth the terms and conditions relating to the Rights.  The Rights will expire
on March 8, 2010 (the "Final Expiration Date"), unless the Final Expiration Date
is advanced or extended or unless the Rights are earlier redeemed or exchanged
by the Company, in either case as described below.

          The Rights are not exercisable until the "Distribution Date."  Under
the Rights Agreement, a "Distribution Date" occurs upon the earlier of (i) 10
days following a public announcement that a person or group of affiliated or
associated persons has become an "Acquiring Person" or (ii) 10 business days (or
such later date as may be determined by action of the Board of Directors prior
to such time as any person or group of affiliated or associated persons becomes
an Acquiring Person) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 15% or more of
the outstanding shares of Common Stock.  Except in certain situations, a person
or group of affiliated or associated persons becomes an "Acquiring Person" upon
acquiring beneficial ownership of 15% or more of the outstanding shares of
Common Stock. UtiliCorp United Inc. will not be deemed to be an Acquiring Person
unless and until (i) UtiliCorp, or any UtiliCorp affiliate or associate,
acquires, or announces its intention to acquire, more than 49.9% of the total
number of shares of

                                      C-1
<PAGE>

outstanding Common Stock (on an as converted basis), assuming full conversion of
all securities convertible into Common Stock, or (ii) there is a change in
control of UtiliCorp and UtiliCorp then beneficially owns or tenders for 15% or
more of the Company's Common Stock. Until the Distribution Date, the Rights will
be evidenced, with respect to any of the Common Stock and Series A Preferred
Stock certificates outstanding as of the Record Date, by such Common Stock and
Series A Preferred Stock certificates together with a copy of this Summary of
Rights.

          The Rights Agreement provides that, until the Distribution Date (or
earlier expiration of the Rights), the Rights will be transferred with and only
with the Common Stock and Series A Preferred Stock.  Until the Distribution Date
(or earlier expiration of the Rights), new Common Stock and Series A Preferred
Stock certificates issued after the Record Date upon transfer or new issuances
of Common Stock or Series A Preferred Stock will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier expiration of the Rights), the surrender for transfer of any
certificates for shares of Common Stock or Series A Preferred Stock outstanding
as of the Record Date, even without such notation or a copy of this Summary of
Rights, will also constitute the transfer of the Rights associated with the
shares of Common Stock or Series A Preferred Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock and Series A Preferred Stock as of the
close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.

          The Purchase Price payable, and the number of shares of Series B
Preferred Stock or other securities or property issuable, upon exercise of the
Rights is subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or reclassification
of, the Series B Preferred Stock, (ii) upon the grant to holders of the Series B
Preferred Stock of certain rights or warrants to subscribe for or purchase
Series B Preferred Stock at a price, or securities convertible into Series B
Preferred Stock with a conversion price, less than the then-current market price
of the Series Preferred Stock, or (iii) upon the distribution to holders of the
Series B Preferred Stock of evidences of indebtedness or assets (excluding
regular periodic cash dividends or dividends payable in Series B Preferred
Stock) or of subscription rights or warrants (other than those referred to
above).

          The number of outstanding Rights is subject to adjustment in the event
of a stock dividend on the Common Stock payable in shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock or the Series A
Preferred Stock occurring, in any such case, prior to the Distribution Date
(other than the 3 for 2 stock dividend payable on April 7, 2000).

          Shares of Series B Preferred Stock purchasable upon exercise of the
Rights will not be redeemable.  Subject to the rights of senior securities, each
share of Series B Preferred Stock will be entitled, when, as and if declared, to
a minimum preferential quarterly dividend payment of the greater of (a) $1.00
per share, and (b) an amount equal to 1000 times the dividend declared per share
of Common Stock.  In the event of liquidation, dissolution or winding up of the
Company, the holders of the Series B Preferred Stock will be entitled to a
minimum preferential payment of the greater of (a) $10.00 per share (plus any
accrued but unpaid

                                      C-2
<PAGE>

dividends), and (b) an amount equal to 1000 times the payment made per share of
Common Stock, subject to the rights of senior securities. Each share of Series B
Preferred Stock will have 1000 votes, voting together with the Common Stock.
Finally, in the event of any merger, consolidation or other transaction in which
outstanding shares of Common Stock are converted or exchanged, each share of
Series B Preferred Stock will be entitled to receive 1000 times the amount
received per share of Common Stock. These rights are protected by customary
antidilution provisions.

          Because of the nature of the Series B Preferred Stock's dividend,
liquidation and voting rights, the value of the one one-thousandth interest in a
share of Series B Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.

          In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right that number
of shares of Common Stock having a market value of two times the exercise price
of the Right.

          In the event that, after a person or group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold,
proper provisions will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become void) will
thereafter have the right to receive upon the exercise of a Right that number of
shares of common stock of the person with whom the Company has engaged in the
foregoing transaction (or its parent) that at the time of such transaction have
a market value of two times the exercise price of the Right.

          At any time after any person or group becomes an Acquiring Person and
prior to the earlier of one of the events described in the previous paragraph or
the acquisition by such Acquiring Person of beneficial ownership of 50% or more
of the outstanding shares of Common Stock, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such Acquiring Person which
will have become void), in whole or in part, for shares of Common Stock or
Series B Preferred Stock (or a series of the Company's preferred stock having
equivalent rights, preferences and privileges), at an exchange ratio of one
share of Common Stock, or a fractional share of Series B Preferred Stock (or
other preferred stock) equivalent in value thereto, per Right.

          With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.  No fractional shares of Series B Preferred Stock or Common
Stock will be issued (other than fractions of Series B Preferred Stock which are
integral multiples of one one-thousandth of a share of Series B Preferred Stock,
which may, at the election of the Company, be evidenced by depositary receipts),
and in lieu thereof an adjustment in cash will be made based on the current
market price of the Series B Preferred Stock or the Common Stock.

                                      C-3
<PAGE>

          At any time prior to the time an Acquiring Person becomes such, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price") payable, at the
option of the Company, in cash, shares of Common Stock or such other form of
consideration as the Board of Directors of the Company shall determine. The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

          For so long as the Rights are then redeemable, the Company may, except
with respect to the Redemption Price, amend the Rights Agreement in any manner.
After the Rights are no longer redeemable, the Company may, except with respect
to the Redemption Price, amend the Rights Agreement in any manner that does not
adversely affect the interests of holders of the Rights.

          Until a Right is exercised or exchanged, the holder thereof, as such,
will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.

          A copy of the Rights Agreement is being filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A.  A
copy of the Rights Agreement is available free of charge from the Company.  This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, as the same may
be amended from time to time, which is hereby incorporated herein by reference.

                                      C-4