FORM OF SEVERANCE AGREEMENT

Exhibit 10.2

FORM OF

SEVERANCE AGREEMENT

     THIS SEVERANCE AGREEMENT (as hereinafter defined, this “Agreement”) is made and entered into this ___day of October, 2005, by and between ____________________(as hereinafter defined, the “Executive”) and HUGHES SUPPLY, INC., a Florida corporation (as hereinafter defined, the “Company”).

W I T N E S S E T H:

     WHEREAS, the Company considers it essential to the best interests of its stockholders, employees, and creditors to foster the continued employment of key management personnel;

     WHEREAS, the Executive is currently in the position of ___________of the Company, and performs for the Company such duties as customarily are assigned to key executives; and

     WHEREAS, the Board has determined that appropriate steps should be taken to encourage the retention of key members of the Company’s management, including the Executive.

     NOW, THEREFORE, in consideration of the promises and obligations of the Company and the Executive under this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:

     1. Definitions. In addition to the terms defined elsewhere in this Agreement, for purposes of this Agreement the following capitalized terms shall have the respective meanings as follows:

          “Agreement” shall mean this Severance Agreement, together with all written amendments hereto that hereafter may be executed and delivered by the parties.

          “Average Annual Compensation” shall mean the average Compensation (as hereinafter defined) paid to the Executive during the three (3) year period prior to the Date of Termination. If the Date of Termination is after July 31 of the then-current fiscal year, then the three year period shall include the two previous fiscal years and the current fiscal year, with the current fiscal year’s bonus calculated at Plan, or calculated pro forma based on the performance in the current year up to the Date of Termination, whichever is greater. In the event that Executive has not occupied an executive position with the Company for a sufficient period as to have three years of executive compensation history with the Company, then the average period will include the current year (calculated at Plan, or pro forma based on the performance in the current year up to the Date of Termination) and such historical years for which there is executive compensation history.

          By way of example, if Executive has been employed by the Company in an Executive capacity for fifteen months, then Average Annual Compensation shall be calculated by adding the Compensation in the Executive’s first fiscal year of appointment (pro forma for the entire fiscal year) and the Compensation in the Executive’s second fiscal year (pro forma for the entire year, calculated at Plan, or pro forma based on the performance in the current year up to the Date of Termination, whichever is greater) divided by two.

          “Board” shall mean the Board of Directors of the Company.

          “Cause” for termination by the Company of the Executive’s employment shall mean:

                    (a) the death or the Disability of the Executive;

                    (b) acts or omissions by the Executive that constitute intentional misconduct or a knowing violation of law or policy that materially and adversely affects the Company, its reputation, or its business;

                    (c) a benefit in money, property or services received by the Executive from the Company or from another person dealing with the Company in violation of applicable law or policy;

                    (d) intentional or grossly negligent breach of Executive’s covenants to the Company relating to Confidential and Proprietary Information as set forth in Section 4 of this Agreement;

                    (e) conviction of the Executive of a felony, or any crime involving moral turpitude;

                    (f) gross negligence by the Executive in the performance of his duties to the Company;

provided, however, that “Cause” shall not exist unless and until (1) the Company provides the Executive with at least ten (10) days prior written notice of its intention to terminate his employment for Cause, and a written statement describing the nature of the Cause, including the clause or clauses of this definition that the Company deems applicable, and (2) if the item constituting the Company’s “Cause” for termination of the Executive is clause (f) above, thirty (30) days to cure any acts or omissions on which the finding of Cause is based. If the Executive cures, in accordance with the terms of the written notice, the acts or omissions on which the finding of Cause is based, the Company shall not have Cause to terminate the Executive’s employment hereunder.

          “Change of Control” shall mean an event or series of events by which:

                    (a) any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, possesses more than 50% of the total fair market value or total voting power of the common stock of the Company; provided, however, that if any one person, or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the common stock of the Company, the acquisition of additional stock by the same person or persons will not be considered a Change in Control under this Agreement. Notwithstanding the foregoing, an increase in the percentage of stock of the Company owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock of the Company for purposes of this clause (a);

                    (b) during any period of 12 consecutive months, individuals who at the beginning of such period constituted the Board (together with any new or replacement

directors whose election by the Board, or whose nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or

                    (c) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by the person or persons) assets from the Company, outside of the ordinary course of business, that have a gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this definition, “gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Notwithstanding anything to the contrary in this Agreement, the following shall not be treated as a Change in Control under this definition:

                              (i) a transfer of assets from the Company to a shareholder of the Company (determined immediately before the asset transfer) in exchange for shares of the Company’s stock;

                              (ii) a transfer of assets from the Company to an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

                              (iii) a transfer of assets from the Company to a person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or

                              (iv) a transfer of assets from the Company to an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in (ii) above.

          “Change of Control Date” shall mean the earlier of (a) the date when a Change of Control occurs, and (b) the date when the possibility of a particular Change of Control is announced to the public if such Change of Control in fact occurs within one hundred eighty (180) days thereafter.

          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

          “Company” shall mean Hughes Supply, Inc., a Florida corporation, together with any person succeeding to the Company or the assets of the Company, whether by virtue of a Change of Control or otherwise.

          “Compensation” shall mean the base salary, and any annual cash incentive bonuses approved by the Compensation Committee, that are paid by the Company and its Affiliates to the Participant for a Plan Year. For these purposes, base salary and cash bonus amounts shall be calculated before reduction for compensation deferred pursuant to all qualified, nonqualified and Code Section 125 plans maintained by the Company and its Affiliates.

          “Confidential or Proprietary Information” shall have the meaning set forth in Section 4 of this Agreement.

          “Continuation of Benefits” shall mean the Company’s obligation, triggered by the same events applicable to the Severance Payment, to provide continued: (1) health insurance benefits, as in effect at the time of the termination, including any medical, dental, vision or other health-related benefits; and (2) life insurance provided to the Executive by the Company at the time of termination. Such Continuation of Benefits will be provided for, in the case of a Tier 1 Executive, a period of 3 years after the date of termination, and, in the case of a Tier II Executive, 2 years after the date of termination. In the event that Executive subsequently obtains alternative health insurance benefits reasonably equivalent, or superior, to those provided by the Company, the Company may discontinue health insurance benefits. Notwithstanding the foregoing, the Company shall be permitted to make modifications to health insurance benefits which are generally applicable to all participants, and may discontinue a benefit in effect at the time of the termination in the ordinary course of business; provided, that, to the extent permissible, the Company affords the Executive the opportunity to participate in any substitute or alternative benefit which is offered generally to all participants in such discontinued benefit, Nothing contained herein shall require the Executive to take any action to obtain alternative health insurance benefits after the right to a Continuation of Benefits has attached.

          “Date of Termination” shall mean, with respect to any purported termination of the Executive’s employment during the Term:

                (a) If the Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during such thirty (30) day period);

                (b) If the Executive’s employment is terminated by the Company for any other reason, the date specified in the Notice of Termination, which shall not be less than thirty (30) days after the date of the Notice of Termination, except in the case of a termination for Cause which shall not be less than ten (10) days after the Notice of Termination if termination follows from events described in elements (a) through (e) of the definition of Cause above, or thirty (30) days after the date of the Notice of Termination if termination follows from events described in element (f) of the definition of Cause above; and

                (c) If the Executive’s employment is terminated by the Executive, not less than thirty (30) days nor more than sixty (60) days, respectively, from the date such Notice of Termination is given.

          “Disability” shall be deemed the reason for the termination by the Company of the Executive’s employment, if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executive’s duties with the Company for a period of four (4) consecutive months, the Company shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the full-time performance of the Executive’s duties.

          “Good Reason” for termination by the Executive of the Executive’s employment shall mean the occurrence of one or more of the following events subsequent to the occurrence of a Change of Control:

                    (a) any reduction by the Company of the Executive’s salary or maximum potential annual bonus opportunity for any fiscal year, based upon reasonable goals) or any reduction in benefits provided under material benefit plans in which Executive participates, which reduction is not generally applicable to all participants; provided, that any reduction of benefits under the Company’s Amended and Restated Supplemental Executive Retirement Plan, as in effect on the date hereof, shall constitute Good Reason and provided, further that any failure by the Company to continue in effect any material benefit plan in which the Executive participates on the date hereof, without providing a reasonable substitute or alternative, shall constitute Good Reason;

                    (b) loss of the Executive’s title or position with the Company by action of the Company or the Board;

                    (c) significant diminution of the Executive’s duties and responsibilities with the Company by action of the Company or the Board; provided, that any diminution in duties arising solely from the Company no longer being an independent, publicly-traded reporting company under the Securities Exchange Act of 1934 shall not constitute Good Reason;

                    (d) any requirement that the Executive relocate (other than on a sporadic or intermittent basis) to adequately perform his duties and responsibilities for the Company to a location which is more than 35 miles from the Company’s current address at One Hughes Way, Orlando, FL 32805 or more than 35 miles from such other geographic location where such Executive has historically performed such duties and responsibilities, or any requirement that the Executive perform more of his duties from a geographic location which is more than 35 miles from the location where he performed most of his duties prior to the Change of Control.

          “Gross Up Payment” shall mean a payment to or on behalf of Executive which shall be sufficient to pay, in full, (a) any excise tax imposed under Section 4999 of the Code on Benefit Amounts (as defined in Section 5 below); and (b) any federal, state and local income tax, any social security and other employment tax, and any additional excise tax under Section 4999 of the Code on amount of excise tax payment described in clause (a) hereof and the aggregate amount of additional tax payments described in this clause (b) hereof; but (c) excluding any interest or penalties assessed by the Internal Revenue Service on Executive which are attributable to Executive’s willful misconduct or negligence.

          “Notice of Termination” shall mean a writing setting forth the specific provision(s) of this Agreement relied upon as Cause (or Good Reason) for termination, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

          “Plan Year” shall mean the fiscal year of the Company.

          “SERP” shall mean the Company’s Second Amended and Restated Supplemental Executive Retirement Plan, effective as of October ___, 2005, as such Plan may be amended from time to time.

          “Severance Payment” shall have the meaning set forth in Section 5 of this Agreement.