HUGHES SUPPLY, INC. 1997 EXECUTIVE STOCK PLAN

                        SECTION 1. BACKGROUND AND PURPOSE

     The name of this Plan is the Hughes Supply,  Inc. 1997 Executive Stock Plan
(the "Plan"). The purpose of this Plan is to promote the interest of the Company
and its  Subsidiaries  through  grants to Key  Employees  of Options to purchase
Stock,  grants of stock  appreciation  rights and grants of Restricted  Stock in
order (1) to  attract  and retain Key  Employees,  (2) to provide an  additional
incentive to each Key Employee to work to increase the value of Stock and (3) to
provide  each Key  Employee  with a stake in the  future  of the  Company  which
corresponds to the stake of each of the Company's shareholders.

                             SECTION 2. DEFINITIONS

     Each term set  forth in this  Section 2 shall  have the  meaning  set forth
opposite  such  term  for  purposes  of this  Plan  and,  for  purposes  of such
definitions,  the singular shall include the plural and the plural shall include
the singular.

     2.1 Board - means the Board of Directors of the Company.

     2.2 Change in Control - means the first to occur of the following events:

          (i) any person (as defined in Section  3(a)(9) of the Exchange Act and
     as used in Sections 13(d) and 14(d)  thereof),  excluding the Company,  any
     Subsidiary  and any employee  benefit plan  sponsored or  maintained by the
     Company or any  Subsidiary  (including  any  trustee of such plan acting as
     trustee) (the Company,  all  Subsidiaries,  and such employee benefit plans
     and trustees acting as trustees being hereafter referred to as the "Company
     Group"),  but  including  a 'group'  defined  in  Section  13(d)(3)  of the
     Exchange Act (a "Person"),  becomes the  beneficial  owner of shares of the
     Company  having at least thirty  percent (30%) of the total number of votes
     that may be cast for the  election of directors of the Company (the "Voting
     Shares");  provided  that no Change in Control will occur as a result of an
     acquisition of stock by the Company Group which increases, proportionately,
     the stock  representing  the  voting  power of the  Company,  and  provided
     further that if such person or group acquires beneficial ownership of stock
     representing  more than  thirty  percent  (30%) of the voting  power of the
     Company by reason of share  purchases by the Company Group,  and after such
     share  purchases  by the  Company  Group  acquires  any  additional  shares
     representing  voting power of the Company,  then a Change in Control  shall
     occur;

          (ii) the shareholders of the Company shall approve any merger or other
     business  combination  of the  Company,  sale of the  Company's  assets  or
     combination of the foregoing  transactions (a  "Transaction")  other than a
     Transaction involving only the Company

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     and one or more of its subsidiaries, or a Transaction immediately following
     which the shareholders of the Company  immediately prior to the Transaction
     continue to have a majority  of the voting  power in the  resulting  entity
     excluding for this purpose any  shareholder  owning  directly or indirectly
     more than ten per cent (10%) of the shares of the other company involved in
     the merger; or

          (iii) within any 24-month period, the persons who are directors of the
     Company  immediately  before the  beginning of such period (the  "Incumbent
     Directors")  shall cease (for any reason other than death) to constitute at
     least a majority of the Board or the board of directors of any successor to
     the  Company,  provided  that any director who was not a director as of the
     effective date of this Plan shall be deemed to be an Incumbent  Director if
     such director was elected to the Board by, or on the  recommendation  of or
     with the approval of, at least  two-third  of the  directors  who were then
     qualified as Incumbent  Directors  either actually or by prior operation of
     this clause (iii);  and provided  further that any director  elected to the
     Board to avoid or settle a threatened  or actual proxy  contest shall in no
     event be deemed to be an Incumbent Director.

     2.3 Code - means the Internal Revenue Code of 1986, as amended.

     2.4 Committee - means the Compensation  Committee of the Board to which the
responsibility to administer this Plan is delegated by the Board and which shall
consist of at least two members of the Board all of whom are "outside directors"
within the meaning of Code Section 162(m).

     2.5  Company  - means  Hughes  Supply,  Inc.,  a Florida  company,  and any
successor to such corporation.

     2.6  "Disability"  - has the same  meaning  as  provided  in the  long-term
disability  plan  or  policy   maintained  or,  if  applicable,   most  recently
maintained,  by the Company or, if applicable,  any affiliate of the Company for
the Key Employee.  If no long-term disability plan or policy was ever maintained
on behalf of the Key Employee or, if the determination of Disability  relates to
an ISO, Disability shall mean that condition described in Code Section 22(e)(3),
as amended from time to time. In the event of a dispute,  the  determination  of
Disability  shall be made by the  Board and  shall be  supported  by advice of a
physician competent in the area to which such Disability relates.

     2.7 Exchange Act - means the Securities Exchange Act of 1934, as amended.

     2.8 Fair Market Value - refers to the  determination of value of a share of
Stock.  If the Stock is actively traded on any national  securities  exchange or
any Nasdaq quotation or market system,  Fair Market Value shall mean the closing
price at which sales of Stock  shall have been sold on the most  recent  trading
date  immediately  prior to the date of  termination,  as  reported  by any such
exchange or system  selected by the  Committee  on which the shares of Stock are
then traded. If the shares of Stock are not actively traded on any such exchange
or

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system,  Fair Market Value shall mean the  arithmetic  mean of the bid and asked
prices  for the  shares  of Stock  on the  most  recent  trading  date  within a
reasonable period prior to the  determination  date as reported by such exchange
or system. If there are no bid and asked prices within a reasonable period or if
the  shares  of  Stock  are not  traded  on any  exchange  or  system  as of the
determination  date,  Fair Market  Value  shall mean the fair market  value of a
share of Stock as determined by the Committee taking into account such facts and
circumstances  deemed to be material by the  Committee to the value of the Stock
in the hands of the Key Employee; provided that, for purposes of granting awards
other than ISOs,  Fair Market Value of a share of Stock may be determined by the
Committee  by reference to the average  market  value  determined  over a period
certain or as of  specified  dates,  to a tender  offer  price for the shares of
Stock (if  settlement of an award is triggered by such an event) or to any other
reasonable  measure of fair market value and provided further that, for purposes
of granting  ISOs,  Fair Market Value of a share of Stock shall be determined in
accordance   with  the  valuation   principles   described  in  the  regulations
promulgated under Code Section 422.

     2.9 ISO - means an option  granted under this Plan to Purchase  Stock which
is evidenced by an Option  Agreement  which provides that the option is intended
to satisfy the  requirements  for an incentive stock option under Section 422 of
the Code.

     2.10 Key  Employee - means any  employee of the  Company or any  Subsidiary
who, in the judgment of the Committee  acting in its absolute  discretion,  is a
key to the success of the Company or such Subsidiary.

     2.11 NQO - means an option  granted under this Plan to purchase Stock which
is evidenced by an Option  Agreement which provides that the option shall not be
treated as an incentive stock option under Section 422 of the Code.

     2.12 Option - means an ISO or a NQO.

     2.13 Option  Agreement - means the written  agreement or  instrument  which
sets forth the terms of an Option  granted to a Key Employee  under Section 7 of
this Plan.

     2.14 Option  Price - means the price  which  shall be paid to purchase  one
share of Stock upon the exercise of an Option granted under this Plan.

     2.15 Parent  Corporation - means any  corporation  which is a parent of the
Company within the meaning of Section 424(e) of the Code.

     2.16 Plan - means the Hughes  Supply,  Inc. 1997  Executive  Stock Plan, as
amended from time to time.

     2.17 Restricted Stock - means Stock granted to a Key Employee under Section
8 of this Plan.

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     2.18 Restricted Stock Agreement - means the written agreement or instrument
which sets forth the terms of a Restricted  Stock grant to a Key Employee  under
Section 8 of this Plan.

     2.19 Rule 16b-3 - means the exemption  under Rule 16b-3 to Section 16(b) of
the Exchange Act or any successor to such rule.

     2.20 Stock - means the One Dollar  ($1.00)  par value  common  stock of the
Company.

     2.21 SAR - means a right which is granted  pursuant to the terms of Section
7 of this Plan to the  appreciation in the Fair Market Value of a share of Stock
in excess of the SAR Share Value for such a share.

     2.22 SAR - Agreement means the written  agreement or instrument  which sets
forth the terms of a SAR granted to a Key Employee under Section 7 of this Plan.

     2.23 SAR  Share  Value - means  the  figure  which is set forth in each SAR
Agreement and which is no less than the Fair Market Value of a share of Stock on
the date the related SAR is granted.

     2.24 Subsidiary - means any corporation  which is a subsidiary  corporation
(within  the  meaning of  Section  424(f) of the Code) of the  Company  except a
corporation which has subsidiary  corporation status under Section 424(e) of the
Code  exclusively as a result of the Company or its subsidiary  holding stock in
such   corporation   as  a  fiduciary   with  respect  to  any  trust,   estate,
conservatorship, guardianship or agency.

     2.25 Ten Percent  Shareholder  - means a person who owns (after taking into
account  the  attribution  rules of  Section  424(d) of the Code)  more than ten
percent of the total combined voting power of all classes of stock of either the
Company, a Subsidiary or a Parent Corporation.


                      SECTION 3. SHARES RESERVED UNDER PLAN

     There shall be 500,000  shares of Stock  reserved  for use under this Plan.
All such shares of Stock shall be reserved to the extent that the Company  deems
appropriate  from  authorized  but  unissued  shares of Stock and from shares of
Stock which have been  reacquired  by the  Company.  Furthermore,  any shares of
Stock  subject  to an Option  which  remain  unissued  after  the  cancellation,
expiration  or  exchange  of such  Option and any  Restricted  Shares  which are
forfeited  thereafter  shall again become available for use under this Plan, but
any shares of Stock used to satisfy a withholding  obligation under Section 14.3
shall not again become  available for use under this Plan. The exercise of a SAR
or a surrender  right in an Option with  respect to any shares of Stock shall be
treated for purposes of this Section 3 the same as the exercise of an Option for
the same number of shares of Stock.

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                            SECTION 4. EFFECTIVE DATE

     This Plan  shall be  effective  on  __________________,1997,  provided  the
shareholders   of  the  Company  (acting  at  a  duly  called  meeting  of  such
shareholders)  approve  this Plan within  twelve (12) months after such date and
such approval  satisfies the  requirements  for shareholder  approval under Code
Section 422(b)(l) and Code Section 162(m). Any Restricted Stock, any Option, and
any SAR granted under this Plan before such shareholder  approval  automatically
shall be granted subject to such shareholder approval.


                              SECTION 5. COMMITTEE

     This Plan shall be administered by the Committee.  The Committee  acting in
its  absolute  discretion  shall  exercise  such  powers end like such action as
expressly called for under this Plan arid, further, the Committee shall have the
power to interpret  this Plan and (subject to Section 11, Section 12 and Section
13) to take such other action in the  administration  and operation of this Plan
as the Committee deems equitable under the circumstances,  which action shall be
binding on the Company,  on each  affected Key Employee and on each other person
directly or indirectly affected by such action. The Committee shall use its best
efforts to grant  Options,  SARs and  Restricted  Stock under this Plan to a Key
Employee which will quality as "performance-based  compensation" for purposes of
Section 162(m) of the Code,  except where the Committee deems that the Company's
interests  when viewed broadly will be better served by a grant which is free of
the  conditions  required to so qualify  any such grant for  purposes of Section
162(m) of the Code.


                             SECTION 6. ELIGIBILITY

     Only Key  Employees  shall be eligible  for the grant of  Options,  SARs or
Restricted Stock under this Plan.


                           SECTION 7. OPTIONS AND SARS

     7.1 Options. The Committee acting in its absolute discretion shall have the
right to grant  Options  to Key  Employees  under this Plan from time to time to
purchase  shares of Stock.  Each  grant of an Option  shall be  evidenced  by an
Option  Agreement,  and each Option Agreement shall set forth whether the Option
is an ISO or a NQO and shall set forth such other terms and  conditions  of such
grant as the Committee  acting in its absolute  discretion deems consistent with
the terms of this Plan.

     7.2 $100.000  Limit.  The aggregate  Fair Market Value of ISOs granted to a
Key Employee  under this Plan and Incentive  stock  options  granted to such Key
Employee under any other stock option plan adopted by the Company,  a Subsidiary
or a Parent Corporation which

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first  become  exercisable  in any  calendar  year  shall not  exceed  $100,000;
provided,  however, that if the limitation is exceeded, the ISOs which cause the
limitation to be exceeded will be treated as NQOs. Such Fair Market Value figure
shall be  determined  by the  Committee  on the data the ISO or other  incentive
stock option is granted,  and the Committee  shall  interpret and administer the
limitation set forth in this Section 7.2 in accordance wit Section 422(d) of the
Code.

     7.3 Share  Limitation.  A Key Employee may be granted in any calendar  year
one or more Options, or one or more SARs, or one or more Options and SARS in any
combination  which,  individually  or in the  aggregate,  relate to no more than
15,000 shares of Stock.

     7.4 Option Price. Subject to adjustment in accordance with Section 11, the
Option  Price for each share of Stock  subject to an Option must be set forth in
the applicable Option Agreement,  but in no event shall it be less than the Fair
Market Value of a share of Stock on the date the Option is granted. With respect
to each grant of an ISO to a Key Employee who is a Ten Percent Shareholder,  the
Option  Price must not be less than 110% of the Fair Market  Value of a share of
Stock as of the date the Option is granted.  The Option Price may not be amended
or modified after the grant of the Option,  and an Option may not be surrendered
in  consideration  of or exchanged  for a grant of a new Option having an Option
Price below that of the Option which was surrendered or exchanged.

     7.5 Payment. The Option Price shall be payable in full upon the exercise of
any Option,  and an Option  Agreement at the  discretion  of the  Committee  can
provide for the payment of the Option Price:

          (a) in cash or by a check acceptable to the Committee,

          (b) in Stock  which  has been  held by the Key  Employee  for a period
     acceptable to the Committee and which Stock is otherwise  acceptable to the
     Committee,

          (c) through a broker facilitated  exercise procedure acceptable to the
     Committee, or

          (d) in any combination of the three methods  described in this Section
     7.5 which is acceptable to the Committee.

Any payment  made in Stock shall be treated as equal to the Fair Market Value of
such  Stock on the date the  properly  endorsed  certificate  for such  Stock is
delivered to the Committee.

     7.6  Exercise  Period.  Any ISO granted to a Key  Employee who is not a Ten
Percent  Shareholder is not  exercisable  after the expiration of ten (10) years
after the date the Option is granted. Any ISO granted to a Key Employee who is a
Ten Percent  Shareholder  is not  exercisable  after the  expiration of five (5)
years  after  the  dare  the  Option  is  trained.  The  term of any NQO must be
specified in the applicable Option  Agreement.  The date an Option is granted is
the date on which the  Committee  has approved the terms and  conditions  of the
Option

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and has determined the reciPient of the Option and the number of Shares of Stock
covered by the Option.

     7.7 Conditions to Exercise of an Option. Each Option granted under the Plan
is  exercisable  by whom, at such time or times,  or upon the occurrence of such
event or events,  and in such  amounts  as the  Committee  shall  specify in the
Option Agreement;  provided, however, that subsequent to the grant of an Option,
the  Committee,  at any time before  complete  termination  of the  Option,  may
accelerate  the time or times at which such Option may be  exercised in whole or
in part, including,  without limitation, upon a Change in Control and may permit
the Key Employee or any other designated  person to exercise the Option,  or any
person thereof,  for all or part of the remaining  Option term,  notwithstanding
any provisions in the Option Agreement to the contrary.

     7.8  Termination  of an ISO.  With  respect  to an  ISO,  in the  event  of
termination of employment of a Key Employee,  the Option or portion thereof held
by the Key Employee  which is  unexercised  will expire,  terminate,  and become
exercisable  no later than the  expiration of three (3) months after the date of
termination of employment; provided, however, that in the case of a holder whose
termination of employment is due to death or  Disability,  one (1) year shall be
substituted  for such three (3) month period.  For purposes of this Section 7.8,
termination  of  employment  by the Key  Employee  will  not be  deemed  to have
occurred if the Key Employee is employed by another  corporation (or a parent or
subsidiary  corporation of such other  corporation) which has assumed the ISO of
the Key Employee in a transaction to which Code Section 424(a) is applicable.

     7.9 Special  Provisions  for Certain  Substitute  Options.  Notwithstanding
anything to the contrary in Section 7, any Option issued in substitution  for an
option  previously  issued  by  another  entity,  which  substitution  occurs in
connection  with a transaction to which Code Section  424(a) is applicable,  may
provide for an exercise  price  computed in accordance  with Code Section 424(a)
and the  regulations  thereunder and may contain such other terms and conditions
as the Committee may prescribe to cause  substitute  Option to contain as nearly
as possible the same terms and conditions  (including the applicable vesting and
termination  provisions)  as those  conditions in the  previously  issued option
being replaced thereby.

     7.10   Nontransferability.   Except  to  the  extent  the  Committee  deems
permissible  under Section 422(b) of the Code and Rule 16b-3 and consistent with
the best interests of the Company  neither an Option granted under this Plan for
any related surrender rights nor any SAR shall be transferable by a Key Employee
other than by will or by the laws of descent and  distribution,  and such Option
and any such surrender rights and any such SAR shall be exercisable during a Key
Employee's  lifetime only by the Key Employee.  The person or persons to whom an
Option  or a SAR  is  transferred  by  will  or  by  the  laws  of  descent  end
distribution thereafter shall be treated as the Key Employee under this Plan.

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     7.11 SARs and Surrender Rights.

          (a) SARs. The Committee acting in its absolute  discretion may grant a
     Key  Employee  a SAR  which  will  give the Key  Employee  the right to the
     appreciation  in one,  or more  than  one,  share  of  Stock,  and any such
     appreciation  shall be  measured  from the  related  SAR Share  Value.  The
     Committee  shall  have the  right to make any such  grant  subject  to such
     additional terms as the Committee deems  appropriate,  and such terms shall
     be set forth in the related SAR Agreement.

          (b) Option  Surrender  Rights.  The  Committee  acting in its absolute
     discretion also may incorporate a provision in an Option  Agreement to give
     a Key Employee the right to surrender his or her Option in whole or in part
     in lieu of the  exercise  (in whole or in part) of that  Option to purchase
     Stock on any date that

               (1) the Fair  Market  Value of the Stock  subject to such  Option
          exceeds the Option Price for such Stock, and

               (2) the Option to purchase such Stock is otherwise exercisable.

          (c) Procedure. The exercise of a SAR or a surrender right in an Option
     shall be effected by the delivery of the related  SAR.  Agreement or Option
     Agreement to the Committee  (or to its delegate)  together with a statement
     signed by the Key Employee which specifies the number of shares of Stock as
     to which the Key  Employee,  as  appropriate,  exercises  his or her SAR or
     exercises  his or her right to surrender  his or her Option and (at the Key
     Employee's option) how he or she desires payment to be made with respect to
     such shares.

          (d) Payment.  A Key Employee who  exercises his or her SAR or right to
     surrender  his or her  Option  shall  (to the  extent  consistent  with the
     exemption  under Rule 16b-3) receive a payment in cash or in Stock, or in a
     combination of cash and Stock, equal in amount on the date such exercise is
     effected  to: (i) the  number of shares of Stock  with  respect to which as
     applicable,  the SAR or the  surrender  right is  exercised  times (ii) the
     excess of the Fair Market  Value of a share of Stock on such date over,  as
     applicable,  the SAR Share Value for a share of Stock subject to the SAR or
     the Option Price for a share of stock  subject to an Option.  The Committee
     acting in its absolute  discretion  shall  determine the form and timing of
     such  payment,  and the  Committee  shall  have the  right  (1) to tab into
     account  whatever  factors  the  Committee  deems   appropriate  under  the
     circumstances,  including any written  request made by the Key Employee and
     delivered to the  Committee  (or to its  delegate) and (2) to forfeit a Key
     Employ's right to payment of cash in lieu of a fractional share of stock if
     the Committee deems such forfeiture necessary in order for the surrender of
     his or her Option  under this  Section  7.11 to come  within the  exemption
     under Rule 161b-3.  Any cash payment  under this Section 7.11 shall be made
     from the Company's general assets, and a Key Employee shall be no more than
     a general  and  unsecured  creditor  of the  Company  with  respect to such
     payment.


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<PAGE>


          (e)  Restrictions.  Each SAR Agreement and each Option Agreement which
     incorporates  a provision to allow a Key  Employee to surrender  his or her
     Option shall  incorporate  such additional  restrictions on the exercise of
     such SAR or surrender right as the Committee deems necessary to satisfy the
     conditions to the exemption under Rule 16b-3.


                           SECTION 8. RESTRICTED STOCK

     8.1 Committee Action. The Committee acting in its absolute discretion shall
have the right to grant  Restricted  Stock to Key Employees under this Plan from
time to time.  However, no more than 250,000 shares of Stock shall be granted as
Restricted Stock from the shares otherwise available for grants under this Plan.
Each Restricted  Stock grant shall be evidenced by a Restricted Stock Agreement,
and each Restricted  Stock  Agreement  shall set forth the  conditions,  if any,
which will need to be timely  satisfied  before the grant will be effective  and
the conditions,  if any, under which the Key Employee's  interest in the related
Stock will be forfeited.

     8.2 Effective  Date. A Restricted  Stock grant shall be effective (a) as of
the date set by the  Committee  when the  grant is made or, if the grant is made
subject to one, or more than one,  condition,  (b) as of the date the  Committee
determines that such conditions have been timely satisfied.

     8.3 Conditions.

          (a) Grant Conditions.  The Committee acting in its absolute discretion
     may make the grant of  Restricted  Stock to a Key  Employee  subject to the
     satisfaction of one, or more than one, objective employment, performance or
     other grant  condition  which the  Committee  deems  appropriate  under the
     circumstances  for  Key  Employees  generally  or  for  a Key  Employee  in
     particular, and the related Restricted Stock Agreement shall set forth each
     such condition and the deadline for satisfying  each such grant  condition.
     If  a  Restricted   Stock  grant  will  become   effective  only  upon  the
     satisfaction  of one, or more than one,  condition,  the related  shares of
     Stock shall be  unavailable  under Section 3 for the period which begins on
     the date as of which such grant is made and,  if a  Restricted  Stock grant
     fails to become  effective  In whole or in part  under  Section  8.2,  such
     period shall end on the date of such failure (i) for the related  shares of
     Stock subject to such grant (if the entire grant fails to become effective)
     or (ii) for the related  shares of Stock  subject to that part of the grant
     which fails to become  effective (if only part of the grant fails to become
     effective).  If such period ends for any such shares of Stock,  such shares
     shall be treated under Section 3 as forfeited at the end of such period and
     shall again become available under Section 3.

          (b)  Forfeiture  Conditions.  The Committee  may make each  Restricted
     Stock grant (if, when and to the extent that the grant  becomes  effective)
     subject to one,  or more than one,  objective  employment,  performance  or
     other  forfeiture  condition  which the  Committee  acting in its  absolute
     discretion deems appropriate under the circumstances for Key Employees

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     generally or for a Key Employee in particular,  and the related  Restricted
     Stock  Agreement  shall set forth each such  condition and the deadline for
     satisfying each such forfeiture condition. A Key Employee's  nonforfeitable
     interest in the shares of Stock  related to a Restricted  Stock grant shall
     depend on the extent to which each such condition is timely satisfied. Each
     share of Stock  related to a  Restricted  Stock grant  shall  again  become
     available  under Section 3 after such pant becomes  effective if such share
     is  forfeited  as a result of a  failure  to  timely  satisfy a  forfeiture
     condition,  in which event such share of Stock shall again become available
     under Section 3 as of the date of such failure.  A Stock  certificate shall
     be issued  (subject to the  conditions,  if any,  described in this Section
     8.3(b) and Section  8.4) to, or for the benefit of, the Key  Employee  with
     respect to the number of shares for which a grant has become  effective  as
     soon as practicable after the date the grant becomes effective.

     8.4 Dividends and Voting Rights.

          (a) Each  Restricted  Stock  Agreement  shall  state  whether  the Key
     Employee shall right receive any cash dividends which are paid with respect
     to his or her Restricted  Stock after the date his or her Restricted  Stock
     grant has become effective and before the first day that the Key Employee's
     interest  in such  stock is  forfeited  completely  or  becomes  completely
     nonforfeitable.  If a  Restricted  Stock  Agreement  provides  that  a  Key
     Employee has no right to receive a cask dividend when paid,  such agreement
     shall set forth the  conditions,  if any, under which the Key Employee will
     be  eligible  to receive  one,  or more than one,  payment in the future to
     compensate  the Key  Employee  for the fact  that he or she had no right to
     receive  any  cash  dividends  on his or her  Restricted  Stock  when  such
     dividends  were paid. If a Restricted  Stock  Agreement  calls for any such
     payments  to be  made,  the  Company  shall  make  such  payments  from the
     Company's  general  users,  and the Key  Employee  shall be no more  than a
     general and unsecured creditor of the Company with respect to such payment&

          (b) If a Stock dividend is declared on such a share of Stock after the
     grant is effective but before the Key Employee's interest in such Stock has
     been forfeited or has become  nonforfeitable,  such Stock dividend shall be
     treated as pert of the grant of the  related  Restricted  Stock,  and a Key
     Employee's  interest in such Stock  dividend  shall be  forfeited  or shall
     become  nonforfeitable  at the same time as the Stock with respect to which
     the Stock dividend was paid is forfeited or becomes nonforfeitable.

          (c) If a dividend is paid other than in cash or Stock, the disposition
     of such  dividend  shall  be made in  accordance  with  such  rules  as the
     Committee shall adopt with respect to each such dividend.

          (d) A Key Employee  shall have the right to vote the Stock  related to
     his or her Restricted Stock grant after the grant is effective with respect
     to such  Stock  but  before  his or her  interest  in such  Stock  has been
     forfeited or has become nonforfeitable.

     8.5 Satisfaction of Forfeiture Conditions.  A share of Stock shall cease to
be  Restricted  Stock at such time as a Key  Employee's  interest  in such Stock
becomes nonforfeitable

                                      -10-


<PAGE>


under this Plan, and the certificate  representing  such share shall be reissued
as soon as practicable  thereafter without any further  restricitions related to
Section 8.3(b) or Section 8.4 and shall be transferred to the Key Employee.


             SECTION 9. SECURITIES REGISTRATION AND ESCROW OF SHARES

     9.1  Securities  Registration.  Each Option  Agreement,  SAR  Agreement and
Restricted  Stock  Agreement  shall provide that,  upon the receipt of shares of
Stock as a result of the exercise of an Option (or any related  surrender right)
or a SAR or the  satisfaction  of the forfeiture  conditions  under a Restricted
Stock  Agreement,  the Key Employee shall, if so requested by the Company,  hold
such  shares  of  Stock  for  investment  and  not  with a  view  of  resale  or
distribution to the public and, if so requested by the Company, shall deliver to
the Company a written  statement  satisfactory to the Company to that effect. As
for Stock issued  pursuant to this Plan,  the Company at its expense  shall take
such  action as it deems  necessary  or  appropriate  to register  the  original
issuance of such Stock to a Key Employee  under the  Securities  Act of 1933, as
amended, or under any other applicable  securities laws or to qualify such Stock
for an  exemption  under any such laws prior to the  issuance of such Stock to a
Key Employee;  however, the Company shall have no obligation  whatsoever to take
any such action in connection with the transfer,  resale or other disposition of
such Stock by a Key Employee.

     9.2 Escrow of Shares.  Any  certificates  representing  the shares of Stock
issued under the Plan shall be issued in the Key  Employee's  name,  but, if the
applicable  Option  Agreement,  SAR Agreement or Restricted Stock Agreement (the
"Agreements")  so  provides,  the  shares of Stock  will be held by a  custodian
designated  by  the  Committee  (the  "Custodian").  Each  applicable  Agreement
providing  for the transfer of shares of Stock to the  Custodian  shall  appoint
the~ Custodian as  attorney-in-fact  for the Key Employee for the term specified
in the applicable Agreement, with full power and authority in the Key Employee's
name,  place and stead to transfer,  assign and convey to the Company any shares
of  Stock  held by the  Custodian  for such Key  Employee,  if the Key  Employee
forfeits the shares of Stock under the terms of the applicable Agreement. During
the period that the Custodian holds the shares subject to this Section,  the Key
Employee will be entitled to all rights,  except as provided in the  applicable.
Agreement,  applicable to shares of Stock not so held. Subject to Section 8.4 of
this Plan, any dividends declared on shares of Stock held by the Custodian will,
as the Committee may provide on the  applicable  Agreement,  be paid directly to
the Key Employee or, in the alternative,  be retained by the Custodian or by the
Company until the expiration of the term  specified in the applicable  Agreement
and will then be delivered, together with any proceeds, with the shares of Stock
to the Key Employee or to the Company, as applicable.


                            SECTION 10. LIFE OF PLAN

     No Option or SAR or Restricted Stock shall be granted under this Plan after
the earlier of


                                      -11-
<PAGE>


          (1) December 31, 2006, in which event this Plan  otherwise  thereafter
     shall  continue in effect  until all  outstanding  Options (and any related
     surrender  rights)  and SARs have been  exercised  in full or no longer are
     exercisable  and all  Restricted  Stock  grants  under  this Plan have been
     forfeited  or the  forfeiture  conditions  on the  related  Stock have been
     satisfied in full, or

          (2) the date on which all of the  Stock  reserved  under  Section 3 of
     this Plan has (as a result of the  exercise of all Options (and any related
     surrender  rights) and all SARs granted under this Plan or the satisfaction
     of the forfeiture  conditions on Restricted Stock) been issued or no longer
     is available  for use under this Plan,  in which event this Plan also shall
     terminate on such date.

                             SECTION 11. ADJUSTMENT

     The number of shares of Stock  reserved  under Section 3 of this Plan,  the
number of shares of Stock related to Restricted Stock grants under this Plan and
any related grant conditions and forfeiture conditions,  the number of shares of
Stock  subject to Options  granted  under this Plan and the Option Price of such
Options and the SAR Grant Value and the number of shares of Stock related to any
SAR all shall be  adjusted  by the Board in an  equitable  manner to reflect any
change in the capitalization of the Company, including, but not limited to, such
changes as stock  dividends or stock splits.  Furthermore,  the Board shall have
the right to adjust (in a manner which  satisfies  the  requirements  of Section
424(a) of the Code) the number of shares of Stock  reserved  under  Section 3 of
this Plan,  the number of shares of Stock  related to  Restricted  Stock  grants
under this Plan and any related grant conditions and forfeiture conditions,  the
number of shares subject to Options granted under this Plan and the Option Price
of such  Options  and the SAR  Grant  Value  and the  number  of shares of Stock
related  to any SAR in the  event  of any  corporate  transaction  described  in
Section 424(a) of the Code which provides for the  substitution or assumption of
such Options,  SARs or Restricted  Stock grants.  If any  adjustment  under this
Section  11 would  create a  fractional  share of Stock or a right to  acquire a
fractional  share of Stock,  such fractional  share shall be disregarded and the
number of shares of Stock reserved under this Plan and the number subject to any
Options or related to any SARs or Restricted  Stock grants under this Plan shall
be the next lower number of shares of Stock, rounding all fractions downward. An
adjustment  made under  this  Section 11 by the Board  shall be  conclusive  and
binding on all affected persons and,  further,  shall not constitute an increase
in the "number of shares reserved under Section 3" within the meaning of Section
13(1) of this Plan.

                          SECT1ON 12. CHANGE IN CONTROL

     If there is a Change in Control and the Board  determines  that no adequate
provision  has been  made as part of such  Change  in  Control  for  either  the
assumption of the Options,  SARs and Related Stock grants outstanding under this
Plan or for the granting of comparable,


                                      -12-
<PAGE>


substitute stock options, stock appreciation fights and restricted stock grants,
(1) each outstanding Option and SAR at the direction and discretion of the Board
(a) may  (subject to such  conditions,  if any,  as the Board deems  appropriate
under the  circumstances)  be cancelled  unilaterally by the Company in exchange
for the  number of whole  shares of Stock  (and  cash in lieu,  of a  fractional
share),  if any,  which each Key Employee would have received if on the date set
by the Board he or she had  exercised his or her SAR in full or if he or she had
exercised  a right to  surrender  his or her  outstanding  Option in full  under
Section 7.11 of this Plan or (b) may be cancelled unilaterally by the Company if
the Option Price or SAR Share Value equals or exceeds the Fair Market Value of a
share of Stock on such date and (2) the grant conditions, if any, and forfeiture
conditions on all outstanding  Restricted Stock grants may be deemed  completely
satisfied on the date set by the Board.

                      SECTION 13. AMENDMENT OR TERMINATION

     This Plan may be amended by the Board from time to time to the extent  that
the Board deems  necessary  or  appropriate;  provided,  however,  that any such
amendment may be conditioned on shareholder approval if the Committee determines
such  approval is necessary or advisable for  securities  of tax  purposes.  The
Board also may suspend the granting of Options,  SARs and Restricted Stock under
this  Plan at any  time  and may  terminate  this  Plan at any  time;  provided,
however,  the  Company  shall not have the right to modify,  amend or cancel any
Option,  SAR or Restricted  Stock granted before such  suspension or termination
unless (1) the Key Employee consents in writing to such modification,  amendment
or cancellation or (2) there is a dissolution or liquidation of the Company or a
transaction described in Section 11 or Section 12 of this Plan.

                            SECTION 14. MISCELLANEOUS

     l4.1  Shareholder  Rights.  No Key  Employee  shall  have any  rights  as a
shareholder  of the Company as a result of the grant of an Option or a SAR under
this Plan or his or her  exercise  of such  Option  or SAR  pending  the  actual
delivery of the Stock  subject to such Option to such Key  Employee,  subject to
Section 8.4, a Key  Employee's  rights as a  shareholder  in the shares of Stock
related to a Restricted Stock grant which is effective shall be set forth in the
relaxed Restricted Stock Agreement.

     14.2 No Contract of Employment.  The grant of an Option,  SAR or Restricted
Stock to a Key  Employee  under this Plan  shall not  constitute  a contract  of
employment  and shall not confer on a Key  Employee  any rights  upon his or her
termination  of employment in addition to those  rights,  if any,  expressly set
forth  in the  Option  Agreement  which  evidences  his or her  Option,  the SAR
Agreement  which  evidences  his or her SAR or the  Restricted  Stock  Agreement
related to his or her Restricted Stock.


                                      -13-
<PAGE>


     14.3  Withholding.  The Company  shall  deduct from all cash  distributions
under the Plan any taxes  required to be  withheld  by  federal,  state or local
government.  Whenever  the Company  proposes or is required to issue or transfer
shares of Stock under the Plan,  the Company shall have the right to require the
recipient to remit to the Company an amount  sufficient  to satisfy any federal,
state  and local  withholding  tax  requirements  prior to the  delivery  of any
certificate  or  certificates  for  such  shares.  A Key  Employee  may  pay the
withholding tax in cash, or, if the applicable Option  Agreement,  SAR Agreement
or Restricted  Stock  Agreement  provides,  a Key Employee may elect to have the
number of shares of Stock he is to  receive  reduced by the  smallest  number of
whole shares of Stock  which,  when  multiplied  by the Fair Market Value of the
shares of Stock determined as of the Tax Date (defined below),  is sufficient to
satisfy federal, state and local if any, withhoLding taxes arising from exercise
or payment of a grant under this Plan (a "Withholding Election"); A Key Employee
may make a Withholding Election only if both the following conditions are met:

          (a) The  Withholding  Election must be made on or prior to the date on
     which the amount of tax  required to be withheld  is  determined  (the "Tax
     Date") by  executing  and  delivering  to the Company a properly  completed
     notice of Withholding Election as prescribed by the Committee; and

          (b) Any  Withholding  Election made will be irrevocable  except on six
     months  advance  written  notice  delivered  to the Company;  however,  the
     Committee may in its sole  discretion  disapprove and give no effect to the
     Withholding Election.

     14.4 Construction. This Plan shall be construed under the laws of the State
of Georgia, to the extent not preempted by federal law, without reference to the
principles of conflict of laws.

     14.5 Cash Awards.  The  Committee  may, at any time and in its  discretion,
grant to any  holder  of an  incentive  granted  under  this  Plan the  right to
receive, at such times and in such amounts as determined by the Committee in its
discretion,  a cash amount which is intended to reimburse such person for all or
a portion of the  federal,  state and local  income  taxes  imposed  upon such a
person as a consequence of the receipt of the incentive  granted under this Plan
or the exercise of rights thereunder.

     14.6 Compliance with Code. All ISOs to be granted hereunder are intended to
comply  with  Code  Section  422,  and all  provisions  of the Plan and all ISOs
granted  hereunder  shall be  construed  in such  manner as to  effectuate  that
intent.

     14.7 Non-alienation of Benefits.  Other than as specifically  provided with
regard to the  death of a Key  Employee,  no  benefit  under  the Plan  shall be
subject in any manner to anticipation,  alienation, sale, transfer,  assignment,
pledge,  encumbrance or charge;  and any attempt to do so shall be void. No such
benefit shall, prior to receipt by the Key Employee, be in any manner liable for
or subject to the debts, contracts, liabilities, engagements or torts of the Key
Employee.


                                      -14-
<PAGE>


     14.8 Listing and Legal  Compliance.  The Committee may suspend the exercise
or payment of any  incentive  granted  under this Plan so long as it  determines
that securities  exchange  listing or registration  or  qualification  under any
securities  laws is required in connection  therewith and has not been completed
on terms acceptable to the Committee.

     14.9 Effective Date of Plan. The Plan shall become  effective upon the date
the Plan is approved by the stockholders of the Company.






                                    HUGHES SUPPLY, INC.



                                    By: /s/ J. Stephen Zepf
                                       ----------------------------------------
                                            J. Stephen Zepf

                                    Title: Treasurer and Chief Financial Officer
                                           -------------------------------------


ATTEST:


By: /s/ Benjamin P. Butterfield
   ------------------------------------

Title: Secretary and General Counsel
      ---------------------------------

              [CORPORATE SEAL]