HUGHES SUPPLY, INC.

                      1988 Stock Option Plan
                    As Amended March 12, 1996


     1.   PURPOSE

          This 1988 Option Plan (the "Plan") is intended as an
incentive and to encourage stock ownership by certain key execu-
tive, management and sales employees of Hughes Supply, Inc. (the
"Corporation") or its subsidiary corporations as that term is
defined in Article 3 below (the "Subsidiaries"), so that they may
acquire or increase their proprietary interest in the success of
the Corporation and Subsidiaries, to encourage them to remain in
the employ of the Corporation or of the Subsidiaries and as an
incentive to work to increase the value of the stock of the
Corporation. It is further intended that options issued pursuant to
this Plan shall, within the discretion of the Board of Directors of
the Corporation, either constitute incentive stock options
("ISO's") within the meaning of Section 422 of the 1986 Internal Revenue
Code, as amended (the "Code") or stock options that do not
constitute ISO's ("Non ISO's").

     2.   ADMINISTRATION

          The Plan shall be administered by a committee appointed
by the Board of Directors of the Corporation (the "Committee"). The
Committee shall consist of not less than three (3) members of the
Corporation's Board of Directors. The Board of Directors may from
time to time remove members from, or add members to, the Committee.
Vacancies on the Committee, howsoever caused, shall be filled by
the Board of Directors. The Committee shall elect one of its
members as Chairman, and shall hold meetings at such times and
places as it may determine. Acts of the Committee taken by a
majority of the Committee at a meeting at which a quorum is
present, or acts reduced to or approved in writing by a majority of
the members of the Committee, shall be the valid acts of the
Committee. No Director while a member of the Committee shall be
eligible to receive an option under the Plan, and each member of
the Committee shall be a "disinterested person" within the meaning
of Rule 16b-3 of the Securities and Exchange Commission. The
Committee shall have the authority, within its sole discretion, to
select the employees who shall be granted options, determine the
amount of stock to be subject to such options and the terms
thereof, and to make the grant of options under the Plan.

          The Committee may, from time to time, but shall not be
required to, issue a statement of policy setting forth the general
policies to be followed by the Committee with respect to granting
of options to employees under the Plan. Such statement of policy
may, but shall not be required to, set forth the specific criteria
such as supervisory capacity, earnings, length of service and job
performance standards to be considered by the Committee in granting
options under the Plan. 

          The interpretation and construction by the Committee of
any provisions of the Plan or of any option granted under it shall
be final.  No member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan
or any option granted under it.

     3.   ELIGIBILITY

          The persons who shall be eligible to receive options
shall be such key executive, management and sales employees
(including officers, whether or not they are Directors) of the
Corporation or its Subsidiaries (as such term is defined in Section 424 of
the Code) existing from time to time as the Committee shall select
from time to time. An optionee may hold more than one option, but
only on the terms and subject to the restrictions hereafter set
forth. 

          An individual who, at the time the option is granted,
owns or is considered to own more than ten percent (10%) of the
total combined voting power of all classes of stock of the
Corporation or any of its Subsidiaries shall be eligible to receive
an ISO if, and only if, at the time the ISO is granted the option
price is at least one hundred ten percent (110%) of the fair market
value of the shares of stock subject to the option and such option,
by its terms, is not exercisable after the expiration of five (5)
years from the date it is granted. Except for an option meeting the
foregoing requirements, no person shall be eligible to receive an
ISO, if, at the time the option is granted, such person owns, or is
considered to own, more than ten percent (10%) of the total
combined voting power of all classes of capital stock of the
Corporation or any of its Subsidiaries.

          For purposes of the preceding paragraph of this Article
3, shares covered by options under this Plan are considered to be
owned by the optionee upon the granting of the option and the
attribution of ownership rules set forth in Section 424 of the Code shall
also apply.

     4.   STOCK

          The stock subject to the options shall be 1,500,000
shares of the Corporation's authorized but unissued or reacquired
$1.00 par value common stock hereafter sometimes called capital
stock.

          In the event that any outstanding option under the Plan
for any reason expires or is terminated, the shares of capital
stock allocable to the unexercised portion of such option may again
be subjected to an option under the Plan, but any surrendered
shares which remain after the surrender of an option under
paragraph (o) of Article 5 shall not again become available to be
subjected to an option under this Plan.


     5.   TERMS AND CONDITIONS OF OPTIONS: STOCK OPTION AGREEMENTS

          Stock options granted pursuant to the Plan shall be
authorized by the Committee as either ISO's or Non ISO's, and shall
be evidenced by stock option agreements in such form as the
Committee shall from time to time approve, which agreements shall
comply with and be subject to the following terms and conditions:

          (a)  Optionee's Agreement

               Each optionee shall agree to remain in the employ of
and to render to the Corporation or Subsidiaries his services, but
such agreement shall not impose upon the Corporation or
Subsidiaries any obligation to retain the optionee in their employ
for any period.

          (b)  Number of Shares

               Each option shall state the number of shares to
which it pertains.

          (c)  Option Price

               Each option shall state the option price, which
shall be not less than one hundred percent (1008) of the fair
market value of the shares of capital stock of the Corporation on
the date of the granting of the option or such greater amount as
may be required by Article 3 hereof. During such time as such stock
is not listed upon an established stock exchange the fair market
value per share shall be the mean between dealer "bid" and "ask"
prices of the capital stock in over-the-counter market applicable
to transactions effected in Orlando, Florida on the day the option
is granted, as reported by the National Association of Securities
Dealers, Inc. If the stock is listed upon an established stock
exchange or exchanges such fair market value shall be deemed to be
the highest closing price of the capital stock on such stock
exchange or exchanges on the day the option is granted or if no
sale of the Corporation's capital stock shall have been made on any
stock exchange on that day, on the next preceding day on which
there was a sale of such stock. Subject to the foregoing, the
Committee in fixing the option price shall have full authority and
discretion and be fully protected in doing so.

          (d)  Medium and Time of Payment

               The option price shall be payable in United States
dollars upon the exercise of the option and may be paid in cash,
check or with shares of capital stock of the Corporation valued at
their fair market value, as that term is defined in the preceding
paragraph.

          (e)  Term and Exercise of Options

               An option shall be exercisable either in whole or in
part at any time after the date on which it is granted and prior to
its expiration date as provided in the grant of the option, which
shall be not more than ten (10) years from the date on which it is
granted or such shorter period as may be required by Article 3
hereof. The procedure for exercise of an option shall be as set
forth in the Plan and in the stock option agreement evidencing the
grant of the option. In the event of any conflict between the
language of the stock option agreement and the language of the
Plan, the language of the Plan shall govern. No option shall be
exercisable after its expiration date. If an ISO and a Non-ISO are
granted to an optionee on the same date, the right of the optionee
to exercise or surrender either such option shall not be
conditioned upon the optionee's failure to exercise or surrender
the other such option. Not less than ten (10) shares may be
purchased at any one time unless the number purchased is the total
number at the time purchasable under the option. During the
lifetime of the optionee, the option shall be exercisable only by
him and shall not be assignable or transferable by him and no other
person shall acquire any rights therein.

          (f)  Annual Dollar Limitation

               The aggregate fair market value (as that term is
defined in Article 5(c) above) determined as of the time the option
is granted of the stock with respect to which options are
exercisable for the first time by the optionee during any calendar
year under all stock option plans of the Corporation and its parent
and subsidiary corporations shall not exceed $100,000.

          (g)  Legend Requiring Notification of Transfer of Shares

               The Corporation in its discretion may require any
certificate representing shares purchased under the Plan to be
issued with a legend instructing the transfer agent to notify the
Corporation of any disposition of such shares by the optionee to
permit the Corporation to determine the tax consequences, if any,
to the Corporation of such disposition.

          (h)  Prior Outstanding Option

               The provisions of this Article 5(h) apply only to
options granted prior to January 1, 1987 and do not apply to
options granted on or after January 1, 1987.

               No option (for purposes of this Article 5(h) called
New Option) shall be exercisable while there is outstanding any
incentive stock option (as defined in Section 422 of the Code) which
incentive option was granted, before granting of the New Option, to
the person to whom the New Option is granted, to purchase stock in
the Corporation or in a corporation which, at the time the New
Option is granted, is a parent or subsidiary corporation of the
Corporation, or is a predecessor corporation of the Corporation or
such parent or subsidiary corporation. For purposes of determining
whether or not there is a prior outstanding option, options are
considered to be outstanding until they are exercised in full or
expire by lapse of time.

          (i)  Termination of Employment Except Death

               In the event that an optionee shall cease to be
employed by the Corporation or Subsidiaries for any reason other
than his death and shall be no longer in the employ of any of them,
subject to the condition that no option shall be exercisable after
its expiration date, such optionee shall have the right to exercise
the option at any time within three (3) months after such
termination of employment to the extent his right to exercise such
option has not previously been exercised at the date of such
termination. Whether authorized leave of absence or absence for
military or governmental service shall constitute termination of
employment, for the purposes of the Plan, shall be determined by
the Committee, which determination shall be final and conclusive.
For purposes of this paragraph, in the case of an optionee who
becomes disabled within the meaning of Section 22(3)(e) of the Code, the
words "three months" shall be replaced by the words "one year".

          (j)  Death of Optionee and Transfer of Option

               If the optionee shall die while in the employ of the
Corporation or a Subsidiary or within a period of three (3) months
after the termination of his employment with the Corporation and
all Subsidiaries and shall not have fully exercised the option, an
option may be exercised, subject to the condition that no option
shall be exercisable after its expiration date, to the extent that
the optionee's right to exercise such option at the time of his
death had not been previously exercised by the executors or
administrators of the optionee or by any person or persons who
shall have acquired the option directly from the optionee by
bequest or inheritance or by reason of the death of the decedent.

               No option shall be transferable by the optionee
otherwise than by Will or the laws of descent and distribution.

          (k)  Recapitalization

               Subject to any required action by the stockholders,
the number of shares of capital stock covered by each outstanding
option, and the price per share thereof in each such option, shall
be proportionately adjusted for any increase or decrease in the
number of issued shares of capital stock of the Corporation
resulting from a subdivision or consolidation of shares or the
payment of a stock dividend (but only on the capital stock) or any
other increase or decrease in the number of such shares effected
without receipt of consideration by the Corporation.

               Subject to any required action by the stockholders
if the Corporation shall be the surviving corporation in any merger
or consolidation, each outstanding option shall pertain to and
apply to the securities to which a holder of the number of shares
of capital stock subject to the option would have been entitled. A
dissolution or liquidation of the Corporation or a merger or
consolidation in which the Corporation is not the surviving
corporation, shall cause each outstanding option to terminate
provided that each optionee shall, in such event, have the right
immediately prior to such dissolution or liquidation, or merger or
consolidation in which the Corporation is not the surviving
corporation, to exercise his option in whole or in part.

               In the event of a change in the capital stock of the
Corporation as presently constituted, which is limited to a change
of all of its authorized shares with par value into the same number
of shares with a different par value or without par value, the
shares resulting from any such change shall be deemed to be the
capital stock within the meaning of the Plan.

               To the extent that the foregoing adjustments relate
to stock or securities of the Corporation, such adjustments shall
be made by the Committee, whose determination in that respect shall
be final, binding and conclusive, provided that no ISO granted
pursuant to this Plan shall be adjusted in a manner that causes
that option to fail to continue to qualify as an ISO within the
meaning of Section 422 of the Code.

               Except as hereinbefore expressly provided in this
Article 5(k), the optionee shall have no rights by reason of any
subdivision or consolidation of shares of stock of any class or the
payment of any stock dividend or any other increase or decrease in
the number of shares of stock of any class or by reason of any
dissolution, liquidation, merger, or consolidation or spin-off of
assets or stock of another corporation, and any issue by the
Corporation of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect,
and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of capital stock subject to the
option.

               The grant of an option pursuant to the Plan shall
not affect in any way the right or power of the Corporation to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part of its
business or assets.

          (l)  Rights as a Stockholder

               An optionee or a transferee of an option shall have
no rights as a stockholder with respect to any shares covered by
his option until the date of the issuance of a stock certificate to
him for such shares. No adjustments shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record
date is prior to the date such stock certificate is issued, except
as provided in Article 5(k) hereof.

          (m)  Modification, Extension and Renewal of Options

               Subject to the terms and conditions and within the
limitations of the Plan, the Committee may modify, extend or renew
outstanding options granted under the Plan, or accept the surrender
of outstanding options (to the extent not theretofore exercised)
and authorize the granting of new options in substitution therefor
(to the extent not theretofore exercised). Notwithstanding the
foregoing, however, no modification of an option shall, without
consent of the optionee, alter or impair any rights of obligations
under any option theretofore granted under the Plan.

          (n)  Investment Purpose

               Each option under the Plan shall be granted on the
condition that the purchases of stock thereunder shall be for
investment purposes, and not with a view to resale or distribution
except that in the event the stock subject to such option is
registered under the Securities Act of 1933, as amended, or in the
event a resale of such stock without such registration would
otherwise be permissible, such condition shall be inoperative if in
the opinion of counsel for the Corporation such condition is not
required under the Securities Act of 1933, or any other applicable
law, regulation, or rule of any governmental agency.

          (o)  Surrender Rights

               (i) General Rule. The Committee in its discretion
may incorporate into either an ISO or a Non-ISO and set forth in
the option agreement a provision to allow an optionee to surrender
the option in whole or in part in lieu of the exercise in whole or
in part of that option on any date that

                    (1) the fair market value of the shares subject
to such option exceeds the option price for such shares and

                    (2) the option to purchase such shares is
otherwise exercisable.

               (ii) Procedure. The surrender of an option in whole
or in part shall be effected by the delivery of the option
agreement to the Committee together with a statement signed by the
optionee which specifies the number of shares as to which the
optionee surrenders such option (the "Surrendered Shares") and how
the optionee desires payment be made for such Surrendered Shares.

               (iii) Payment. An optionee in exchange for the
Surrendered Shares shall receive a payment in cash or in shares, or
in a combination of cash and shares, equal in amount on the date
such surrender is effected to the excess of the fair market value
of the Surrendered Shares on such date over the option price for
the Surrendered Shares. The Committee acting in its absolute
discretion can approve or disapprove an optionee's request for
payment in whole or in part in cash and can make that payment in
cash or such combination of cash and shares as the Committee deems
appropriate. A request for payment only in shares shall be approved
and made in shares to the extent payment can be made in whole
shares and (at the discretion of the Committee) in cash in lieu of
any fractional share.

               (iv) Restrictions. Any option agreement which
incorporates a provision to allow an optionee to surrender an
option in whole or in part also shall incorporate such additional
restrictions on the exercise or surrender of such option as the
Committee deems necessary to satisfy the conditions to the
exemption under Rule 16b-3 (or any successor exemption) to Section
16(b) of the Securities Exchange Act of 1934, as amended. 

          (p) Other Provisions

               The option agreements authorized under the Plan
shall contain such other provisions, including, without limitation,
restrictions upon the exercise of the option, as the Committee
shall deem advisable. Any such option agreement with respect to an
ISO shall contain such limitations and restrictions upon the
exercise of the option as shall be necessary in order that such
option will continue to be an "incentive stock option" as defined
in Section 422 of the Code or to conform to any change in applicable law.

     6.   EFFECTIVE DATE AND TERM OF PLAN

          This Plan, which was initially adopted as the Hughes
Supply, Inc. Employee Incentive Stock Option Plan became effective
upon its adoption by the Board of Directors on November 19, 1981
and shall remain in effect and options may be granted hereunder
from time to time until ten (10) years from May 17, 1988, the date
of stockholder approval of the most recent amendment to the Plan
increasing the number of shares as to which options ("Amendment
Options") may be granted hereunder or until terminated by the Board
of Directors in accordance with Article 8 hereof, whichever is
earlier. Notwithstanding the foregoing part of this Article 6, with
respect to any amendment to this Plan adopted for the purpose of
increasing the number of shares as to which Amendment Options may
be granted hereunder, the Plan shall remain in effect as to
Amendment Options and Amendment Options may be granted hereunder
from time to time until ten (10) years from the date such amendment
is adopted, or the date such amendment is approved by the
stockholders, or until the Plan, as amended, is terminated by the
Board of Directors in accordance with Article 8 hereof, whichever
is earlier. For purposes of options outstanding under the Plan the
Plan shall continue in effect until all outstanding options have
been exercised in full or surrendered in full or are no longer
exercisable.

     7.   INDEMNIFICATION OF COMMITTEE

          In addition to such other rights of indemnification as
they may have as Directors or as members of the Committee, the
members of the Committee shall be indemnified by the Corporation
against the reasonable expenses, including attorneys' fees,
actually and necessarily incurred in connection with the defense of
any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of
any action taken or failure to act under or in connection with the
Plan or any option granted thereunder, and against all amounts paid
by them in settlement thereof, not to exceed, in the judgment of
the Board of Directors, the estimated expense of litigating the
proceeding to conclusion (provided such settlement is approved by
independent legal counsel selected by the Corporation) or paid by
them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that the member of the
Committee is liable. A Committee member shall in writing offer the
Corporation the opportunity, at its own expense, to handle and
defend the same.

     8.   AMENDMENT OF THE PLAN

          The Board of Directors of the Corporation may, insofar as
permitted by law, from time to time, with respect to any shares at
the time not subject to options, suspend or discontinue the Plan or
revise or amend it in any respect whatsoever except that, without
approval of the stockholders, no such revision or amendment shall
change the number of shares subject to the Plan, extend the term of
the Plan or the term of any option which may be granted under the
Plan, materially change the designation of the class of employees
eligible to receive options, or materially increase the benefits
accruing under the Plan (materially, in each case, within the
meaning of Rule 16b-3 implementing the Securities Exchange Act of
1934), decrease the price at which options may be granted, remove
the administration of the Plan from the Committee, or render any
member of the Committee eligible to receive an option under the
Plan while serving thereon. Furthermore, the Plan may not, without
the approval of the stockholders, be amended in any manner that
will cause any ISO's issued under it to fail to meet the
requirements of qualified stock options as defined in Section 422 of the
Code.

     9.   APPLICATION OF FUNDS

          The proceeds received by the Corporation from the sale of
capital stock pursuant to options will be used for general
corporate purposes.

     10.  NO OBLIGATION TO EXERCISE OPTION

          The granting of an option shall impose no obligation upon
the optionee to exercise such option.

     11.  WITHHOLDING

          The exercise or surrender of any option granted under the
Plan shall constitute an optionee's full and complete consent to
whatever action the Committee directs to satisfy the federal and
state withholding requirements, if any, which the Committee in its
discretion deems applicable to such exercise or surrender.

     12.  CONSTRUCTION

          The Plan shall be construed under the laws of the State
of Florida.

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