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NUMBER COMMON STOCK COMMON STOCK
HS
[HUGHES SUPPLY, INC. LOGO]
INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA SEE REVERSE
FOR CERTAIN
ABBREVIATIONS
HUGHES SUPPLY, INC.
THIS CERTIFIES THAT CUSIP 444482 10 3
IS THE OWNER OF
FULL-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE ONE DOLLAR ($1.00) PER SHARE OF
Hughes Supply, Inc. transferable on the books of the Corporation by the holder hereof in person or by duly
authorized attorney upon the surrender of this Certificate properly endorsed. This Certificate and the
shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate
of Incorporation, as amended, of the Corporation, to all of which the holder of this Certificate by
acceptance hereof assents. This Certificate is not valid until countersigned by the Transfer Agent
and Registrar.
In Witness Whereof the said Corporation has caused this Certificate to be signed by its duly
authorized officers and the Corporate Seal to be hereunto affixed.
Dated:
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
AS TRANSFER AGENT
BY: AND REGISTRAR /s/ Benjamin P. Butterfield /s/ A. S. Hall, Jr.
SECRETARY PRESIDENT
[SEAL] AUTHORIZED SIGNATURE
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The corporation will furnish without charge to each stock holder who so
requests, the designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof, and the
qualifications, limitations or restrictions of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -- Custodian
TEN ENT - as tenants by the entireties -------------------------
JT TEN - as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants under Uniform Gifts to Minors
in common Act
-------------------------
(State)
Additional abbreviations may also be used though not in the above list.
For value received, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ____________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated__________________
_____________________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:______________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in the Rights Agreement (the "Rights Agreement") dated as
of May 17, 1988, and amended as of June 5, 1997, between Hughes Supply, Inc.
(the "Company") and American Stock Transfer & Trust Company (the "Rights
Agent"), the terms of which are hereby incorporated herein by reference and a
copy of which is on file at the principal offices of the Company. Under
certain circumstances, as set forth in the Rights Agreement, such Rights will
be evidenced by separate certificates and will no longer be evidenced by this
certificate. The Company will mail to the holder of this certificate a copy of
the Rights Agreement, as in effect on the date of mailing, without charge
promptly after receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights issued to, or held by,
any Person who is, was or becomes an Acquiring Person or any Affiliate or
Associate thereof (as such terms are defined in the Rights Agreement), whether
currently held by or on behalf of such Person or by any subsequent holder, may
become null and void.