SEPARATION AND RELEASE AGREEMENT


         THIS SEPARATION AND RELEASE  AGREEMENT (the  "Agreement"),  dated March
28, 2001, is made in Orlando,  Orange  County,  Florida  between  Hughes Supply,
Inc.,  a Florida  corporation  (the  "Company"),  and A.  Stewart  Hall,  Jr., a
resident of the State of Florida  and a Director  and  executive  officer of the
Company ("Mr. Hall").


                             BACKGROUND INFORMATION

         A. Effective  August 13, 1973, Mr. Hall was employed by the Company and
currently  serves as the Company's  President and Chief Operating  Officer,  and
serves as a member of the Company's Board of Directors. Mr. Hall does not have a
written employment agreement with the Company.

         B. On  September  30,  1986,  the Company and Mr. Hall  entered  into a
Supplemental  Executive Retirement Plan Agreement which was amended and restated
on August 28,  1996 (the  "SERP"),  a copy of which is  attached  as Exhibit "A"
hereto.

         C.  On  August  20,  1997,   March  15,  1999,  and  August  18,  1999,
respectively,  Mr.  Hall  was  granted  10,000,  6,296,  and  10,000  shares  of
restricted  common stock of the Company  (the  "Restricted  Stock")  pursuant to
Hughes  Supply,  Inc. 1997  Executive  Stock Plan (the "1997 Stock  Plan").  The
Restricted  Stock will not vest prior to Mr.  Hall's  termination  of employment
hereunder.

         D. Mr. Hall has been granted both incentive stock options ("ISO's") and
non-qualified  stock options ("NQSO's")  pursuant to the 1988 Stock Option Plan,
the 1997 Stock Plan and grant  agreements  executed by the Company and Mr. Hall.
The grant date,  expiration date, number of options,  and exercise price of such
options are as follows:

                 Grant             Expiration       Number of        Exercise
                  Date                Date           Options           Price
                 -----             ----------       ---------        --------

            05/28/91                Ten Years         38,874         $  8.417
            03/12/96                Ten Years         22,500          $18.667
            11/21/97                Ten Years          2,900          $34.000
            11/21/97                Ten Years         25,000          $34.000
            05/16/00                Ten Years          5,000          $18.750
            5/16/00                 en Years          17,500          $18.750

         E. Mr. Hall and the Company  have  previously  entered  into The Hughes
Supply,  Inc.  Management  Insurance Plan Agreement (the  "Management  Insurance
Plan") in order to assist Mr. Hall in  purchasing a  permanent,  cash value life
insurance policy on the life of Mr. Hall.

         F. Mr. Hall desires to resign from the employment of the Company on the
terms and  conditions  set forth below,  and the Company  desires to accept such
resignation effective immediately, and to grant the additional consideration set
forth below.

         G.  Both  the  Company  and  Mr.  Hall  (collectively,  the  "Parties",
individually,  a "Party")  have  agreed to release  each other from  claims that
arose prior to the execution of this Agreement.


<PAGE>


                                    AGREEMENT

         The  Parties  acknowledge  the  accuracy  of the  foregoing  Background
Information and agree as follows:

         1. Salary Continuation.  The Company shall continue to pay Mr. Hall his
regular  base  salary  through  and  including  January  31,  2003 (the  "Salary
Continuation  Date").  Such compensation  shall be subject to federal income tax
and FICA withholding,  but Mr. Hall shall not be eligible for any other benefits
that  normally are  available  to employees of the Company,  except as otherwise
provided herein. In the event of his death, such compensation  shall continue to
be payable to Mr. Hall's estate. As of the date of this Agreement Mr. Hall shall
resign (i) as President and Chief  Operating  Officer of the Company,  (ii) as a
member of the Company's  Board of Directors,  (iii) as an officer or director of
any affiliate or subsidiary of the Company,  and (iv) from any trade association
of which Mr. Hall is a member,  officer or director and is in any way associated
with the Company or any business  conducted by the Company  (including,  without
limitation,  supplyforce.com).  Following  such  resignation  Mr.  Hall shall no
longer have the authority or duties associated with such positions.

         2.  Supplemental  Executive  Retirement  Pay.  In  accordance  with the
formula set forth in Section 1 of the SERP,  the Parties  agree that Mr.  Hall's
SERP  payment  shall be $95,550 a year for 15 years,  payable  in equal  monthly
installments of $7,962.50,  commencing  February 1, 2003 (the "SERP  Payments").
Such  payments  shall be  subject  to the  terms  and  conditions  of the  SERP,
including  without  limitation,  Section 1(b)  providing for a  continuation  of
payments  after the death of Mr. Hall and the  termination of such SERP payments
in the  event of a breach  of the  "non-competition"  provisions  of  Section  3
thereof.

         In consideration of the additional benefits payable or distributable to
Mr. Hall set forth in this  Agreement,  Mr. Hall agrees that payment of the SERP
benefits also will be subject to his  compliance  with the  Non-competition  and
Confidentiality provisions set forth in Sections 9 and 10 below.

         3.  Health   Insurance.   From  the  date  hereof  through  the  Salary
Continuation Date Mr. Hall and his spouse shall continue to be covered under the
Company's group health plan (the "Health Plan") as an employee,  the premiums of
which shall be deducted  from the  amounts he is to receive  under  Section 1 of
this  Agreement.  Effective  February 1, 2003,  Mr. Hall and his spouse shall be
covered under the Health Plan as a "retiree" and his spouse ("Retiree  Status"),
at no cost to Mr. Hall or his spouse  (other  than any  federal  income tax cost
associated with such coverage) until Mr. Hall's  attainment of age 65; provided,
however, that the Health Plan shall make no more than $250,000 in Retiree Status
payments to or on behalf of Mr. Hall, and $100,000 in "Retiree  Status" payments
to or on behalf of his  spouse,  under the terms of the  Health  Plan.  Upon the
termination of the foregoing  Retiree Status health coverage,  the Company shall
issue a COBRA health care  continuation  notice to Mr. Hall and his spouse,  and
they then shall have the right to elect COBRA health care continuation coverage,
at their  own  cost,  in  accordance  with  the  terms  of the  Health  Plan and
applicable federal law (i.e., COBRA).  Notwithstanding  anything to the contrary
contained  herein,  and unless  otherwise  required by law, all health  benefits
available  to Mr.  Hall and his  spouse  under  the  Health  Plan (or any  other
agreement with the Company)  shall cease upon Mr. Hall becoming  employed with a
subsequent employer.

         4. Company  Automobile.  Upon the revocation date enumerated at the end
of this Agreement  (the  "Revocation  Date"),  the Company shall transfer to Mr.
Hall as additional  compensation,  title to his Company vehicle, which is a 2001
Ford Expedition.  Such transfer shall be included in Mr. Hall's  compensation in
accordance with the Internal Revenue Code and applicable Treasury Regulations.


                                        2
<PAGE>


         5. Management Insurance Plan. On the Revocation Date, the Company shall
deliver to Mr. Hall the General  American Life Insurance  Company policy that is
the  subject   matter  of  the  Management   Insurance   Plan  (the   "Policy").
Notwithstanding  Sections 3 and 4 of the Management  Insurance Plan, the Company
shall  continue to pay the annual premium on the Policy until the earlier of (i)
the date Mr. Hall elects to terminate the Policy, (ii) the death of Mr. Hall, or
(iii) the  payment of fifteen  (15) years of premium  payment  (including  those
payments  made  prior  to the  termination  of Mr.  Hall's  employment  with the
Company).  Consistent with Section 3 of the Management  Insurance Plan, Mr. Hall
shall  continue  to be  responsible  for the  payment  of the  lesser of (a) the
current, published term insurance rate of the insurer, or (b) the "P.S. 58" rate
(both expressed as a rate per $1,000 of coverage), multiplied by 50. Such amount
shall be withheld from any SERP Payment due Mr. Hall.

         6. Restricted  Stock.  The Parties  acknowledge  that Mr. Hall has been
awarded  10,000,  6,296,  and 10,000 shares of Restricted  Stock,  on August 20,
1997, March 15, 1999, and August 18, 1999,  respectively,  pursuant to Section 8
of the 1997 Stock Plan. In accordance with Mr. Hall's resignation as descried in
Section 1 of this Agreement,  and accordance with the grant agreements  executed
in  accordance  with the grant  agreements  delivered to Mr. Hall under the 1997
Stock Plan,  effective on the  Revocation  Date such  Restricted  Stock shall be
cancelled  and  returned to the  authorized  but unissued  capital  stock of the
Company.

         7. Stock  Options.  The  Parties  agree  that Item D of the  Background
Information  above  accurately  reflects  all  ISO's and  NQSO's  that have been
granted to Mr.  Hall.  Notwithstanding  the vesting  schedules  set forth in the
grant agreements for such ISO's and NQSO's, effective as of the Revocation Date,
Mr. Hall shall be 100% vested in all such unexercised  ISO's and NQSO's.  Except
with respect to the vesting for such options,  all other terms and conditions of
such options shall remain in effect, including, without limitation, the exercise
prices,  terms of the  options,  and the  date(s) by which the  options  must be
exercised or be forfeited.  Mr. Hall shall be solely  responsible for any income
taxes,  alternative  minimum taxes, FICA or other federal,  state or local taxes
that may result from the exercise of such ISO's and/or NQSO's.

         8. Loan of Money.  The Company shall lend to Mr. Hall the principal sum
of $978,000  pursuant to a promissory  note attached  hereto as Exhibit "B" (the
"Note").  With respect to the amounts  represented  by the Note, of such amounts
$100,000 will be attributed as additional  consideration for the Non-Competition
provisions  of Section 9 of this  Agreement.  Provided Mr. Hall does not violate
the terms of the SERP and Sections 9 and 10 below,  one-third  of the  principal
amount,  plus all accrued interest on the Note, shall be forgiven on February 1,
2003,  February  1, 2004 and  February  1, 2005.  The  Company  shall issue such
form(s) in connection  with such  forgiveness as may be required by the Internal
Revenue Service. Mr. Hall shall be solely responsible for any income, excise and
social security taxes associated with such forgiveness,  and shall indemnify and
hold the company harmless from any costs,  penalties,  damages,  taxes,  payroll
taxes,  interest,  losses and/or  attorney's fees which the Company may incur in
connection with such forgiveness.  The Company may offset such costs, penalties,
damages,  taxes, payroll taxes, interest,  losses and/or attorney's fees against
future SERP payments made pursuant to Section 2 above.

         9. Non-Competition.  In consideration of Company's agreement to provide
to Mr. Hall the benefits as outlined in this Agreement:

         (a) For a period of two (2) years  following the  Revocation  Date (the
"Noncompetition  Period"), Mr. Hall specifically agrees that Mr. Hall shall not,
either directly or indirectly, as a stockholder of any corporation or partner of
any partnership or as an owner, investor, principal, officer, director or agent,
or in any other manner,  engage in any business (including any trade association
which relates to any business


                                        3

<PAGE>


of the Company),  within the continental United States (the "Geographic  Area"),
which competes in any manner with any business conducted by Company  immediately
prior to the Revocation Date.

         (b) Mr. Hall agrees not to  directly or  indirectly  solicit any of the
Company's  employees  to  work  for  Mr.  Hall  or for  any  business  which  is
competitive  with any business  conducted by the Company prior to the Revocation
Date, within the Geographic Area and during the Noncompetition Period.

         (c) Mr.  Hall  specifically  acknowledges  that he has  had  access  to
Confidential Information (as hereinafter defined), including without limitation,
prospective and existing  customers or customer lists of the Company,  including
the most sensitive and confidential information concerning the operations of the
Company. Mr. Hall covenants and agrees that during the Noncompetition Period and
within the  Geographic  Area,  except as  otherwise  approved  in writing by the
Company, Mr. Hall shall not, directly or indirectly, for himself, or through, on
behalf of, or in conjunction with any person, persons, partnership, association,
corporation,  or entity,  divert or attempt to divert or solicit any prospective
or  existing  customer  of  Company  to any  competitor  by direct  or  indirect
inducement or otherwise,  and shall not disclose any Confidential Information to
any third party.

         (d) The  periods  of time  during  which Mr.  Hall is  prohibited  from
engaging in such business  practices pursuant to Subsections 9(a), 9(b) and 9(c)
shall be extended  by any length of time  during  which Mr. Hall is in breach of
any of such covenants.

         (e) The  restrictive  covenants  contained  within  this  Section 9 are
essential  elements of this  Agreement,  and that,  but for the agreement of Mr.
Hall to comply with such covenants, the Company would not have entered into this
Agreement.

         (f) If any  portion of the  covenants  set forth in this  Section 9 are
held by a court of  competent  jurisdiction  to be  unreasonable,  arbitrary  or
against public policy,  then such portion of such covenants  shall be considered
divisible both as to time and geographical  area. The Company and Mr. Hall agree
that, if any court of competent jurisdiction  determines that the Noncompetition
Period or the  Geographic  Area  applicable to this  Agreement is  unreasonable,
arbitrary   and/or  against  public  policy,   then  a  lesser  time  period  or
geographical  area which is determined to be reasonable,  non-arbitrary  and not
against public policy may be enforced against Mr. Hall.

         (g) Mr.  Hall does  hereby  represent  and  warrant to the  Company and
Hughes:

             (i)  Mr.  Hall  has had  access  to and  has  become  knowledgeable
concerning, the trade secrets of Company;

             (ii) That this  Section 9 is being  executed by Mr. Hall to protect
the legitimate business interests of Company, including,  without limitation the
trade secrets, valuable confidential information that otherwise does not qualify
as trade secrets,  and the substantial  relationships  that the Company has with
existing or prospective customers;

             (iii) That the  Noncompetition  Period and the  Geographic  Area is
appropriate  and  reasonable  in all  respects  in  light of the  nature  of the
business of the Company  and the  legitimate  need of the Company to protect its
customer bases and branch locations; and

             (iv)  That  the  execution  and  delivery  of this  Agreement,  the
performance by Mr. Hall of the covenants and agreements  contained  herein,  and
the  enforcement by Company of the provisions  contained  herein,  will cause no
undue hardship on Mr. Hall.


                                        4

<PAGE>


         (h) The  Company and Mr. Hall agree that the  foregoing  covenants  are
appropriate  and reasonable when considered in light of the nature and extent of
the business conducted by the Company.

         10.  Confidentiality.  In addition to such other  obligations which Mr.
Hall may have to the  Company  prior to the  date of this  Agreement,  Mr.  Hall
agrees that for the period  beginning  with the  Revocation  Date and continuing
until  December  31, 2016 (which is the period the Company is  obligated to make
SERP Payments  pursuant to Section 2 above), he will not, directly or indirectly
use for his own  benefit,  or  disclose  to or use for the  benefit of any other
person or entity, any Confidential Information of the Company.

         For  purposes  of  this  Agreement,  "Confidential  Information"  shall
include,   without  limitation,   confidential  or  proprietary  information  of
customers of the Company, vendor information (including without limitation,  any
rebate   programs)  and  the  Company's   proprietary   information,   marketing
techniques, methods and/or costs of manufacturing, vendor lists, customer lists,
administrative procedures,  financial information,  computer programs, personnel
information,  business plans (strategic or otherwise) and other similar business
information.  In the event any such Confidential Information is in tangible form
and in the possession of Mr. Hall at his termination of employment, he agrees to
immediately return such Confidential Information to the Company.

         In the event of a breach of the foregoing confidentiality provision, in
addition to the  remedies  provided in the SERP,  the Company no longer shall be
obligated  to make any  payment or provide  any  benefit  provided  herein,  any
unexercised  ISO's and NQSO's  shall be  forfeited,  and no further loan amounts
shall be  forgiven  pursuant  to Section 8 above (and the Company may demand the
immediate repayment of any amounts outstanding under the Note).

         11. Remedies.

         (a) Mr. Hall  acknowledges  that any  violation  of Sections 9 or 10 of
this Agreement will result in irreparable  injury to the Company for which there
is no adequate  remedy at law.  Accordingly,  if Mr. Hall  commits a breach,  or
threatens  to  commit  a  breach  of any of the  provisions  of  this  Agreement
(including Sections 9 or 10 of this Agreement), the Company shall be entitled to
all  available  legal and  equitable  remedies,  including  without  limitation,
temporary and permanent  injunctive  relief and to the extent  permitted by law,
the Company shall not be required to post a surety bond in connection therewith.
The Company also shall be entitled to money  damages for any loss suffered or to
be suffered as a consequence of Mr. Hall's breach of this Agreement.

         (b) The Company and Mr. Hall  further  agree that in the event Mr. Hall
violates the provisions contained in Sections 9 or 10 of this Agreement, and the
Company brings an action against Mr. Hall to enforce such provisions, payment of
any compensation or other sums hereunder and the providing of all benefits,  may
be  suspended,  without  penalty to the  Company,  pending  the  outcome of such
litigation.  If a court of competent  jurisdiction  determines that Mr. Hall has
breached the provisions of Section 9 or 10 of this  Agreement,  Mr. Hall's right
to such then unpaid portion of any  compensation  due him hereunder shall cease.
However, if a court of competent  jurisdiction  determines that Mr. Hall has not
breached the  provisions of either Section 9 or 10 of this  Agreement,  Mr. Hall
shall receive any unpaid portion of such  consideration  and such other benefits
and payments as Mr. Hall shall have otherwise been entitled.


                                        5

<PAGE>


         12. Release of All Claims.

         (a) Mr.  Hall (on his own behalf  and on behalf of his heirs,  personal
representatives, and any other person who may be entitled to make a claim on his
behalf or through him) hereby  releases the Company,  its  employees,  officers,
directors,  agents,  representatives  and shareholders from all claims which are
related to his employment with the Company or the separation of that employment,
including  without  limitation those arising under Title VII of the Civil Rights
Act  of  1964,   as  amended  by  the  Civil  Rights  Act  of  1991  (42  U.S.C.
ss.ss.200e-200e-17),  the Age  Discrimination  in  Employment  Act of  1967,  as
amended,  the  Employee  Retirement  Income  Security  Act of  1974  (29  U.S.C.
ss.ss.1161-1168),  the Consolidated  Omnibus Budget  Reconciliation Act of 1985,
the Florida Civil Rights Act (chapter 760,  Fla.  Stat.) and any other  federal,
state  or  local  statute,   rule  or  regulation  dealing  with  employment  or
discrimination  on any basis,  including  without  limitation  that of age, sex,
race, national origin, religion,  marital status or disability.  Mr. Hall agrees
that this  release  includes  claims or  lawsuits  based on theories of contract
(oral, written or implied),  tort (including negligence),  statute,  regulation,
law,  ordinance  or rule  (federal,  state or local) or any other  common law or
equitable  basis of  action,  whether  based on common law or  otherwise,  which
relate to his employment  with the Company or separation of employment  from the
Company.  Mr. Hall further agrees that this release covers and includes all acts
and omissions of the Company and its directors, officers, employees, principals,
shareholders,   agents,  and  representatives  from  all  actions  or  omissions
mentioned above in this Section.

         (b) The Company  releases Mr. Hall from all claims  relating to acts or
omissions of Mr. Hall while employed by the Company as an officer or Director of
the Company  provided such acts were not illegal and were in the best  interests
of the Company,  were in accordance  with Company  policy and were actions which
otherwise would have afforded him the protection of the business judgment rule.

         (c) Mr. Hall  represents  that he does not presently  have on file, and
has not made in any forum,  any complaints,  charges,  or claims (whether civil,
administrative, or criminal) against the Company. Mr. Hall agrees that if, after
signing this  Agreement,  he  thereafter  commences,  joins in, or in any manner
seeks relief  through any suit arising out of, based upon, or relating to any of
the claims released hereunder,  or asserts in any manner against the Company any
of the claims  released  hereunder,  Mr.  Hall  shall pay to the  Company or the
employee,  officer, director, agent,  representative,  or shareholder,  or their
successor  in  interest,  in addition to any other  damages  caused by him,  all
attorneys' fees incurred by any of them in defending or in otherwise  responding
to such suit or claim.

         13.  After-Discovered  Claims.  The Parties  acknowledge  that they are
aware that they may hereafter  discover  claims now unknown or  unsuspected,  or
facts in addition to, or different from,  those that they now believe or know to
be true, with respect to the matters  released herein.  Nevertheless,  it is the
intention of the Parties, through this Agreement, to fully, finally, and forever
settle and  generally  release all such  matters and claims as are  described in
Section 12 above. In furtherance of such  intention,  the general release herein
shall be and  remain in  effect as a full and  complete  release  of all  claims
described in Section 12 above  notwithstanding the discovery or existence of any
additional claims or facts.

         14. Review Period.  Mr. Hall understands and agrees that this Agreement
specifically  refers  to  rights  or  claims  that  he may  have  under  the Age
Discrimination  in Employment Act of 1967, as amended,  and that Mr. Hall is not
waiving  any rights or claims  that arise after the  Revocation  Date.  Mr. Hall
further  acknowledges  that he has  received  additional  money for signing this
Agreement,  in addition to anything of value to which he is already entitled and
that he has been given at least 21 days within which to consider this Agreement.
He also  understands  that he may voluntarily  accept this Agreement at any time
during the 21-day period. Mr. Hall also acknowledges that he has been advised to


                                       6

<PAGE>


discuss this termination and release with an attorney of his own choice prior to
signing the Agreement.

         Mr. Hall further  understands  and agrees that for a period of at least
seven (7) days following his signing of this  Agreement,  that he may revoke and
cancel  this  Agreement,  and  the  Agreement  shall  not  become  effective  or
enforceable until this seven (7) day revocation period has expired.  If Mr. Hall
should chose to revoke and cancel this  Agreement,  he must do so in writing and
the revocation and  cancellation  must be received in hand by the Company within
the seven (7) day revocation  period. By signing this Agreement,  Mr. Hall fully
understands,  recognizes and agrees that he is knowingly and voluntarily waiving
any rights he has under the Age  Discrimination  in  Employment  Act of 1967, as
amended.

         15. Voluntary Acceptance.  Having read and understood Section 14 above,
Mr. Hall hereby  voluntarily  accepts this Agreement,  subject only to the above
described seven (7) day right of revocation.

         16.  All  Other  Agreements  Void.  Except  for the  terms of the SERP,
Management  Insurance  Agreement,  1997 Stock  Plan,  and all ISO and NQSO grant
agreements, as modified by this Agreement, seven (7) days after the execution of
the Agreement,  all agreements,  written or oral, between the Parties,  shall be
void,  and all terms  thereof  shall be void and  unenforceable.  The rights and
remedies  of the  Parties  shall be  limited  to  those  provided  herein.  This
Agreement supersedes any prior agreements of the Parties.

         17.  Assignability and Parties in Interest.  The Company may assign any
of its rights or delegate any of its obligations hereunder to a purchaser of the
business of the Company or wholly owned  subsidiary  of the Company  without the
prior written consent of Mr. Hall. In all other  instances,  no party may assign
any of its rights or delegate any of its obligations hereunder without the prior
written consent of the other party. This Agreement binds,  inures to the benefit
of and is enforceable by the respective  successors and permitted assigns of the
parties and it does not confer any rights on any other persons or entities.

         18.  Applicable  Laws and  Venue.  This  Agreement  shall  be  governed
exclusively  by the laws of the United  States and the State of  Florida.  Venue
shall be  exclusively  in the state or federal  trial  courts  located in Orange
County, Florida.

         19. Attorneys Fees. In the event any party hereto institutes litigation
to enforce its rights or remedies under this Agreement,  the party prevailing in
such  litigation  shall be entitled to receive an award from the  non-prevailing
party of the prevailing party's reasonable attorneys' fees and costs incurred in
connection  with  such  litigation.   The  foregoing  shall  include  reasonable
attorneys' fees and costs (including paralegals' fees) incurred at trial, on any
appeal and in any proceeding in bankruptcy.

         20.  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each of which  shall be an  original,  but all of which  together
constitute but one and the same agreement.



                                       7
<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

                                           COMPANY:

                                           Hughes Supply, Inc.


Attest:                                    By:
       -------------------------------         ---------------------------------
       Benjamin P. Butterfield, Secretary      David H. Hughes, Chairman and CEO


Witness:                                   MR. HALL:


--------------------------------------     ------------------------------------
Benjamin P. Butterfield                    A. Stewart Hall, Jr.


                        Revocation Date is April 4, 2001.





                                       8