Stock options  plan (2004)

On 26 March 2004, the Shareholders' Meeting authorized the application of a remuneration system consisting of a Stock Options Plan applicable to Board members with executive functions and to Senior Managers who report directly to the Board or to its delegate bodies.

The plan consists of granting stock options of Grupo Ferrovial, S.A., which can only be exercised between three and six years after granting, so they cannot be exercised until 2007. This right is conditional upon attainment of a minimum rate of return on consolidated equity. Each option corresponds to one share.

The option's strike price is the average share price in the twenty stock market sessions prior to the date on which the options were granted. The amount was established at €33.65.

The premium to be paid by the beneficiary is one (1) euro per share.

In order to offset future appreciation in the Company's share value, a hedge was arranged with a financial institution.

The CNMV was informed of the system and the individual allocations on 26 and 31 March and 7 May 2004.