Stock options plan (2006)

On 31 March 2006, the Shareholders' Meeting approved the application of a remuneration system consisting of a Stock Options Plan applicable to Executive Directors and to members of Senior Management, in practically identical terms to those of the Options Plan approved in 2004, as described in the preceding section.

The system 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 2009. 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 65.92 euros.

The premium to be paid by the beneficiary of this Plan is two (2) euros per share.

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

The CNMV was informed of the system and the individual allocations on 31 March; 10 and 12 May, and 3 November 2006.