Hughes Supply, Inc. Audit Committee of the Board of Directors Charter Purpose The purpose of the Audit Committee (“Committee”) of the Board of Directors (“Board”) of Hughes Supply, Inc. (“Company”) is to assist the Board in fulfilling its financial oversight responsibilities. In furtherance of this purpose, the Committee shall: Oversee the accounting, financial reporting and internal controls processes of the Company, and the audits of the Company’s financial statements. Review and appraise the independence, qualifications, and performance of the independent auditor. Review and appraise the independence, qualifications, Company’s internal audit function. Prepare such Committee reports as may be required by law, or deemed advisable by the Board, for inclusion in the Company’s annual proxy statement. Composition The Committee shall be comprised of three (3) or more directors, each of whom shall be determined by the Board to be independent under the rules of the New York Stock Exchange (“NYSE”), the Securities and Exchange Commission (“SEC”), and applicable law. Qualifications The Committee shall be composed of directors who are financially literate, as determined by the Board. At least one member of the Committee shall have accounting or related financial management expertise as determined by the Board, or be an “audit committee financial expert” as defined in the rules of the SEC. No member of the Committee shall serve ...