Exhibit 10.1

THE HOME DEPOT, INC.
RESTRICTED STOCK AWARD

        This Restricted Stock Award (the "Award") is made as of the ‹XX› day of <Month>, <Year> , by THE HOME DEPOT, INC., a Delaware corporation (the "Company") to <Associate Name> ("Executive").

W I T N E S S E T H:

         WHEREAS , the Company has adopted The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan (the "Plan") which is administered by the Leadership Development and Compensation Committee of the Company's Board of Directors (the "Committee"); and

         WHEREAS , Executive is an Employee of the Company or its Subsidiary eligible to receive grants of Awards under the Plan; and

         WHEREAS , the Committee has granted to Executive an award of restricted stock under the terms of the Plan (the "Award") to promote Executive's long-term interests in the success of the Company; and

         WHEREAS , to comply with the terms of the Plan and to further the interests of the Company and Executive, the Company hereby makes an award of restricted stock under the terms of the Plan to Executive pursuant to the following terms and conditions:

        1.      Stock Award .    The Company hereby grants to Executive an award of <XXX,XXX> shares of the $.05 par value common stock of the Company, subject to the restrictions and other conditions set forth herein. Such shares are hereinafter referred to as the "Restricted Shares."

        2.      Restrictions     The Restricted Shares shall vest and become transferable as follows: [ OPTION ONE: twenty-five percent (25%) of the shares granted shall vest and become transferable upon the third (3 ^rd ) anniversary of the date of grant; twenty-five percent (25%) of the shares granted shall vest and become transferable upon the sixth (6 ^th ) anniversary of the date of grant; and fifty percent (50%) of the shares granted shall vest and become transferable upon the date on which Executive reaches age 62. ] [ OPTION TWO: one hundred percent (100%) of the shares granted shall vest and become transferable upon the fifth (5 ^th ) anniversary of the date of grant. ] Restricted Shares that have not vested may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. Restricted Shares that have not vested shall be subject to forfeiture as provided in Section 3. Upon a Change in Control of the Company (as defined in Section 9) all unvested Restricted Shares shall immediately vest and become transferable. In the event of termination due to death or permanent and total disability, any unvested Restricted Shares shall immediately vest and become transferable by Executive or Executive's estate.

        3.      Change in Employment Status .    If Executive's employment with the Company and its subsidiaries terminates for reasons other than [FOR USE WITH OPTION TWO VESTING ONLY: Retirement, ] death or permanent and total disability, or if Executive's employment status changes to a non-salaried position or other position which the Company deems to be ineligible for this restricted stock grant, any Restricted Shares which had been granted to Executive which have not yet become vested and transferable, as of the date of Executive's termination or upon Executive's commencing employment in a non-eligible position, shall be immediately forfeited by Executive. [FOR USE WITH OPTION TWO VESTING ONLY: Upon employment termination due to Retirement, all Restricted Shares that have not lapsed as of the date of Executive's Retirement shall continue to vest according to vesting schedule set forth in Section 2 of this Award; provided, however, that if after reaching Retirement, Executive becomes, either directly or indirectly, employed with a Competitor, all unvested Restricted Shares shall be immediately forfeited. "Retirement" means termination of employment with the Company and its Subsidiaries on or after Executive's attainment of age sixty (60) and having at

least five (5) years of continuous service with the Company and its Subsidiaries. "Competitor" means any company or entity in the home improvement industry engaged in any way in a business that competes directly or indirectly with the Company, its parents, subsidiaries, affiliates or related entities, in the United States, Canada, Puerto Rico, Mexico, China or any other location in which the Company currently conducts business or may conduct business without the prior written consent of the Company. Businesses that compete with the Company in the home improvement industry specifically include, but are not limited to, the following entities and each of their subsidiaries, affiliates, assigns, franchisees, or successors in interest: Lowe's Companies, Inc. (including, but not limited to, Eagle Hardware and Garden); Sears (including, but not limited to, Orchard Supply and Hardware Company); Wal-Mart; Rona; Kent and Menard, Inc. ]

        4.      Book Entry Account .    Within a reasonable time after the date of this Award, the Company shall instruct its transfer agent to establish a book entry account representing the Restricted Shares Executive's name effective as of the grant date, provided that the Company shall retain control of such account until the Restricted Shares have become vested in accordance with the Award.

        5.      Stockholder Rights .    Upon the effective date of the book entry pursuant to Section 4, Executive shall have all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote the shares and to receive all dividends or other distributions paid or made available with respect to such shares. Notwithstanding the foregoing, any stock dividends or other in-kind dividends or distributions shall be held by the Company until the related Restricted Shares have become vested in accordance with this Award and shall remain subject to the forfeiture provisions applicable to the Restricted Shares to which such dividends or distributions relate.

        6.      Withholding .    Executive shall pay all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which the Company is required to withhold at any time with respect to the Restricted Shares. Such payment shall be made in full, at Executive's election, in cash or check, by withholding from the Executive's next normal payroll check, or by the tender of shares of the Company's common stock (including shares then vesting under this Award). Shares tendered as payment of required withholding shall be valued at the closing price per share of the Company's common stock on the date such withholding obligation arises.

        7.      Transferability .    Except as otherwise provided in this Section 7, the Restricted Shares shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, whether by the operation of law or otherwise. Executive may transfer the Restricted Shares, in whole or in part, to a spouse or lineal descendant (a "Family Member"), a trust for the exclusive benefit of Executive and/or Family Members, a partnership or other entity in which all the beneficial owners are Executive and/or Family Members, or any other entity affiliated with Executive that may be approved by the Committee (a "Permitted Transferee"). Subsequent transfers of the Restricted Shares shall be prohibited except in accordance with this Section 7. All terms and conditions of the Restricted Shares, including provisions relating to the termination of Executive's employment with the Company, shall continue to apply following a transfer made in accordance with this Section 7. Any attempted transfer of the Restricted Shares prohibited by this Section 7 shall be null and void.

        8.      Plan Provisions .    In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Plan, which is incorporated herein by reference. Unless the context otherwise requires, capitalized terms used in this Award shall have the meanings set forth in the Plan. In the event of any conflict between the provisions of the Award and the Plan, the Plan shall control.

        9.      Change in Control .    For purposes of this agreement, "Change in Control" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934 ("1934 Act") as in effect at the time of such change in control, provided that such a change in control shall be deemed to have occurred at such time as (i) any "person" (as that term is used in Sections 13(d) and 14(d) (2) of the 1934 Act), is or becomes the "beneficial owner", directly or indirectly, of securities representing 20% or more of the combined voting power for election of directors of the then outstanding securities of the Company or

any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of the Company cease, for any reason, to constitute at least a majority of the Board of Directors, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (iii) the stockholders of the Company approve any merger or consolidation as a result of which the common stock of the Company shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or any liquidation of the Company or any sale or other disposition of 50% or more of the assets or earning power of the Company; or (iv) the stockholders of the Company approve any merger or consolidation to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 55% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation.

        10.      Notice.     Any written notice required or permitted by this Award shall be mailed, certified mail (return receipt requested) or hand-delivered, addressed to Company's Executive Vice President—Human Resources at Company's corporate headquarters at 2455 Paces Ferry Road, N.W., Atlanta, Georgia 30339-4024, or to Executive at his most recent home address on record with the Company. Notices are effective upon receipt.

        11.      Miscellaneous .    

        (a)      Limitation of Rights .    The granting of the Award shall not give Executive any rights to similar grants in future years or any right to be retained in the employ or service of the Company or its subsidiary or interfere in any way with the right of the Company or any such subsidiary to terminate Executive's services at any time, the right of the Company or its subsidiary to assign Executive to a position that is ineligible for this restricted stock grant, or the right of Executive to terminate his services at any time.

        (b)      Severability .    If any term, provision, covenant or restriction contained in the Award is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in the Award shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

        (c)      Controlling Law .    This Award shall be construed, interpreted and applied in accordance with the law of the State of Delaware, without giving effect to the choice of law provisions thereof. Executive and the Company hereby irrevocably submit to the exclusive concurrent jurisdiction of the courts of Delaware. Executive and the Company also both irrevocably waive, to the fullest extent permitted by applicable law, any objection either may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute, and both parties agree to accept service of legal process in Delaware.

        (d)      Construction .    The Award contains the entire understanding between the parties and supersedes any prior understanding and agreements between them representing the subject matter hereof, except that this Award shall be subject to the terms and conditions set forth in the Employment Agreement between Executive and Company, if any. There are no other representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein.

        (e)      Headings .    Section and other headings contained in the Award are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Award or any provision hereof.

         IN WITNESS WHEREOF , the undersigned officer of the Company executes this Award on behalf of the Company as of day and year first set forth above.

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Exhibit 10.1

Exhibit 10.2

[OFFICER]

THE HOME DEPOT, INC.
NONQUALIFIED STOCK OPTION

THIS NONQUALIFIED STOCK OPTION IS GRANTED by The Home Depot, Inc. a Delaware corporation ("Company"), to you, an employee of the Company or one of its subsidiaries, pursuant to the terms and conditions of the Company's 1997 Omnibus Stock Incentive Plan, as amended ("Plan"), a summary of which has been delivered to you. The terms of the Plan are incorporated herein by this reference. The Company recognizes the value of your continued service as a key employee and has awarded you this nonqualified stock option under the Plan, subject to the following terms and conditions:

        1.     The Company hereby grants you on and as of the date specified above ("Grant Date") a nonqualified stock option ("Option"), subject to the terms and conditions hereof and of the Plan, to purchase from the Company the above-stated number of shares of the Company's Common Stock, $.05 par value, at the price per share stated above ("Option Price"), which Option shall expire on the expiration date stated above ("Exp. Date"), unless it expires earlier in accordance with the terms hereof.

        2.     The Option shall be exercisable, pursuant to the terms of the Plan. The Option shall become exercisable in installments, as follows: Twenty-five percent (25%) of the total number of shares subject to this Option shall become exercisable on each of the second, third, fourth and fifth anniversaries of the Grant Date.

        3.      Upon the termination of your employment (for any reason other than Retirement, death or permanent and total disability or Discharge for Cause), or if your employment status changes to a non-salaried position or other position which the Company deems to be ineligible for this nonqualified stock option award , Option shares that have not become exercisable as of the date of such event shall immediately lapse. Option shares that are exercisable as of the date of termination of employment will lapse unless exercised within a period of three (3) months of the date of termination of employment. Upon the termination of your employment upon Retirement, all stock options that are not exercisable as of the date of your Retirement shall continue to vest according to the schedule set forth in Paragraph 2 and all stock options shall remain exercisable until the Exp. Date; provided, however, that if after reaching Retirement you become directly or indirectly employed by a Competitor, all unvested options shall immediately lapse. "Retirement" means employment termination upon attainment of age 60 with at least five (5) years of continuous service with the Company and its subsidiaries. "Competitor" means any company or entity engaged in any way in a business that competes directly or indirectly with the Company, its parents, subsidiaries, affiliates or related entities. Upon the termination of your employment by reason of death or permanent and total disability, all Option shares shall immediately become fully exercisable as of the date of termination and shall lapse unless exercised within a period of one (1) year from the date of termination. In no event shall the above time periods extend beyond the Exp. Date. In the event of Discharge for Cause, all Option shares, whether presently exercisable or not, shall immediately lapse and become null and void on and as of the date of termination. "Discharge for Cause" means the termination from employment because of an event involving moral turpitude or dishonesty, a gross failure or negligence on your part in performing your expected duties, a violation of the Company's substance abuse policies, or a willful misconduct or action by you that is damaging or detrimental to the Company. A determination by the Company that a termination is a Discharge for Cause will be conclusive and binding.

        4.     All unvested options shall vest immediately upon a Change of Control and shall remain exercisable until the Exp. Date. For purposes of this paragraph 4, "Change in Control" means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934 ("1934 Act") as in effect at the time of such change in control, provided that such a change in control shall be deemed to have occurred at such time as (i) any "person" (as that term is used in Sections 13(d) and 14(d) (2) of the 1934 Act), is or becomes the "beneficial owner", directly or indirectly, of securities representing 20% or more of the combined voting power for election of directors of the then outstanding

securities of the Company or any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of the Company cease, for any reason, to constitute at least a majority of the Board of Directors, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (iii) the stockholders of the Company approve any merger or consolidation as a result of which the common stock of the Company shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or any liquidation of the Company or any sale or other disposition of 50% or more of the assets or earning power of the Company; or (iv) the stockholders of the Company approve any merger or consolidation to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 55% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation.

        5.     The exercisable portion of the Option may be exercised in whole or in part but in no event with respect to a fractional share from time to time until the Exp. Date. Exercise shall be by notice of exercise to the Company, specifying the number of shares to be purchased, the Option Price of each share and the aggregate Option Price for all shares being purchased under said notice. The notice shall be accompanied by payment of the aggregate Option Price for the number of shares purchased and any applicable withholding taxes. Such exercise (subject to Paragraph 6 hereof) shall be effective upon the actual receipt of such payment and notice to the Company. The aggregate Option Price for all shares purchased pursuant to an exercise of the Option shall be paid by check payable to the order of the Company, shares of Common Stock of the Company held by you for at least six (6) months, the fair market value of which at the time of such exercise is equal to the aggregate Option Price (or portion thereof to be paid with previously owned Common Stock). Payment of the Option Price in shares of Common Stock shall be made by delivering properly endorsed stock certificates to the Company or otherwise causing such Common Stock to be transferred to the account of the Company, either physically or through attestation. In addition, the aggregate Option Price for all shares purchased pursuant to an exercise of the Option may be paid from the proceeds of sale through a bank or broker on the date of exercise of some or all of the shares to which the exercise relates. There shall be furnished with each notice of the exercise of any portion of the Option such documents as the Company in its discretion may deem necessary to assure compliance with applicable rules and regulations of any stock exchange or governmental authority. No rights or privileges of a stockholder of the Company in respect to such shares issuable upon the exercise of any part of the Option shall accrue to you unless and until certificates representing such shares have been registered in your name.

        6.     The Option shall not be exercised in whole or in part and no related share certificates shall be delivered in the sole discretion of the Company: (a) if such exercise or delivery would constitute a violation of any provision of, or any regulation or order entered pursuant to, any law purporting to regulate wages, salaries or compensation; or (b) if any requisite approval, consent, registration or other qualification of any stock exchange upon which the securities of the Company may then be listed, the Securities and Exchange Commission or other governmental authority having jurisdiction over the exercise of the Option or the issuance of shares pursuant thereto, shall not have been secured.

        7.     Except as otherwise provided in the Plan, the Option shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, other than by will or under the laws of descent and distribution, whether by the operation of law or otherwise. An option may be exercised, during your lifetime, only by you or your legal representative. Upon any attempt to do anything prohibited by this paragraph, the Option shall immediately become null and void.

        8.     Nothing herein contained shall constitute an obligation for continued employment.

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Exhibit 10.2

Exhibit 10.3

(NON-EMPLOYEE DIRECTOR)

THE HOME DEPOT, INC.
NONQUALIFIED STOCK OPTION

THIS NONQUALIFIED STOCK OPTION IS GRANTED by The Home Depot, Inc. a Delaware corporation ("Company"), to you, a non-employee director of the Company pursuant to the Company's 1997 Omnibus Stock Incentive Plan, as amended ("Plan"), a summary of which has been delivered to you. The terms of the Plan are incorporated herein by this reference. The Company recognizes the value of your continued service as a non-employee director and has awarded you a nonqualified stock option under the Plan subject to the following terms and conditions:

        1.     The Company hereby grants you on and as of the date specified above ("Grant Date") a nonqualified stock option ("Option"), subject to the terms and conditions hereof and of the Plan, to purchase from the Company the above stated number of shares of the Company's Common Stock, $.05 par value, at the price stated above ("Option Price"), which Option shall expire on the expiration date stated above ("Exp. Date").

        2.     The Option shall be exercisable, pursuant to the terms of the Plan. The Option shall become exercisable in installments, as follows: Twenty-five percent (25%) of the total number of shares subject to this Option shall become exercisable on each of the second, third, fourth and fifth anniversaries of the Grant Date.

        3.     Upon the event of the termination of your service on the Board of Directors of the Company (for any reason other than Retirement, death or permanent and total disability or Discharge for Cause), Option shares which have not become exercisable as of the date of such event shall immediately lapse. Option shares which are exercisable as of the date of termination of service on the Board will lapse unless exercised within a period of six (6) months of the date of termination of service. Upon the termination of your service on the Board upon Retirement, all stock options that are not exercisable as of the date of your Retirement shall continue to vest according to the schedule set forth in Paragraph 2 and all stock options shall remain exercisable until the Exp. Date. "Retirement" means termination of Board service upon attainment of age 60 or later with at least five (5) years of continuous Board service. In the event that termination of your service is by reason of death or permanent and total disability, all Option shares shall immediately become fully exercisable as of the date of termination and shall lapse unless exercised within a period of one (1) year from the date of termination. In no event, shall the above time periods extend beyond the Exp. Date. In the event of a Discharge for Cause, all Option shares, whether presently exercisable or not, shall immediately lapse and become null and void on and as of the date of termination. "Discharge for Cause" shall mean the termination from service on the Board because of an event involving moral turpitude or dishonesty, a gross failure or negligence on the part of the director to perform his or her expected duties, a violation of the Company's substance abuse policies, or a willful misconduct or action by the director that is damaging or detrimental to the Company. A determination by the Company that a termination is a Discharge for Cause will be conclusive and binding.

        4.     All unvested options shall vest immediately upon a Change of Control and shall remain exercisable until the Exp. Date. For purposes of this paragraph 4, "Change in Control" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934 ("1934 Act") as in effect at the time of such change in control, provided that such a change in control shall be deemed to have occurred at such time as (i) any "person" (as that term is used in Sections 13(d) and 14(d) (2) of the 1934 Act), is or becomes the "beneficial owner", directly or indirectly, of securities representing 20% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of the Company cease, for any reason, to constitute at least a majority of the Board of Directors, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (iii) the stockholders of the Company approve any merger or

consolidation as a result of which the common stock of the Company shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or any liquidation of the Company or any sale or other disposition of 50% or more of the assets or earning power of the Company; or (iv) the stockholders of the Company approve any merger or consolidation to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 55% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation.

        5.     The exercisable portion of the Option may be exercised in whole or in part but in no event with respect to a fractional share from time to time until the Exp. Date. Exercise shall be by written notice of exercise to the Company, specifying the number of shares to be purchased, the Option Price of each share and the aggregate Option Price for all shares being purchased under said notice. The notice shall be accompanied by payment of the aggregate option price for the number of shares purchased and any applicable withholding taxes. Such exercise (subject to Paragraph 5 hereof) shall be effective upon the actual receipt of such payment and written notice to the Company. The aggregate Option Price for all shares purchased pursuant to an exercise of the Option shall be paid by check payable to the order of the Company or properly endorsed stock certificates representing the Common Stock of the Company or a combination of both valued at the time of such purchase and prior to delivery of such shares. There shall be furnished with each notice of the exercise of any portion of the Option such documents as the Company in its discretion may deem necessary to assure compliance with applicable rules and regulations of any stock exchange or governmental authority. No rights or privileges of a stockholder of the Company in respect to such shares issuable upon the exercise of any part of the Option shall accrue to you unless and until certificates representing such shares have been issued and delivered.

        6.     The Option shall not be exercised in whole or in part and no related share certificates shall be delivered in the sole discretion of the Company: (a) if such exercise or delivery would constitute a violation of any provision of, or any regulation or order entered pursuant to, any law purporting to regulate wages, salaries or compensation; or (b) if any requisite approval, consent, registration or other qualification of any stock exchange upon which the securities of the Company may then be listed, the Securities and Exchange Commission or other governmental authority having jurisdiction over the exercise of the Option or the issuance of shares pursuant thereto, shall not have been secured.

        7.     Except as provided in this Section below, this Option shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, other than by will or the laws of descent and distribution, and this Option shall be exercisable during your lifetime only by you or, in the event of your legal incapacity, by your guardian or legal representative acting in a fiduciary capacity on your behalf under state law. Notwithstanding the foregoing, you may transfer this Option, in whole or in part, to a spouse or lineal descendant (a "Family Member"), a trust for the exclusive benefit of Family Members, a partnership or other entity in which all the beneficial owners are Family Members, or any other entity affiliated with you that may be approved by the Committee. Subsequent transfers of this Option shall be prohibited except in accordance with this Section. All terms and conditions of this Agreement, including provisions relating to the termination of your employment, shall continue to apply following a transfer made in accordance with this Section. Any attempt to transfer this Option in violation of this Section shall render this Option null and void.

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Exhibit 10.3

Exhibit 10.4

LONG-TERM INCENTIVE PROGRAM
PERFORMANCE UNIT AWARD
(200    -200    Performance Period)

        This Performance Unit Award is made to NAME on this the            day of            , 200    , by THE HOME DEPOT, INC., a Delaware corporation.

W I T N E S S E T H:

         WHEREAS , the Company has adopted The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan which is administered by the Committee; and

         WHEREAS , Executive is an officer and employee of the Company and is eligible to receive Performance Unit Awards under the Plan; and

         WHEREAS , the Committee approved Executive as an LTIP participant for the 200    -200    Performance Period; and

         WHEREAS , the LTIP is the vehicle for establishing Performance Objectives for Performance Unit Awards under the Plan; and

         WHEREAS , to comply with the terms of the Plan and to further the interests of the Company and Executive, the Company herein sets forth the terms of such award as follows:

        1.      Definitions .    As used herein, the following terms shall be defined as set forth below. Unless the context otherwise requires, capitalized terms used in this Award and not otherwise defined herein shall have the meanings set forth in the Plan.

        (a)    "Average EPS Growth" means the average increase in the Company's EPS over the Performance Period, determined by averaging the percentage increase in EPS for each fiscal year in the Performance Period. The Committee shall certify Average EPS Growth as soon as practicable after the end of the Performance Period.

        (b)    "Award" means the Performance Unit Award to Executive as set forth herein, and as may be amended as provided herein.

        (c)   " Beginning EPS" means EPS for the fiscal year immediately preceding the Performance Period.

        (d)    "Board" means the Company's Board of Directors.

        (e)    "Committee" means the Leadership Development and Compensation Committee of the Board.

        (f)     "Common Stock" means the Company's $.05 par value common stock.

        (g)    "Company" means The Home Depot, Inc., a Delaware corporation, with offices at 2455 Paces Ferry Road, Atlanta, Georgia 30339.

        (h)    "Disability" means Executive's inability to substantially perform his employment duties with the Company, with reasonable accommodation, as evidenced by a certificate signed either by a physician mutually acceptable to the Company and Executive or, if the Company and Executive cannot agree upon a physician, by a physician selected by agreement of a physician designated by the Company and a physician designated by Executive; provided, however, that if such physicians cannot agree upon a third physician within thirty (30) days, such third physician shall be designated by the American Arbitration Association.

        (i)    " Ending EPS" means EPS for last fiscal year of the Performance Period .

        (j)     "EPS" means, for a fiscal year, the Company's diluted earnings per share of Common Stock, as set forth in the Company's Annual Report on Form 10-K for such fiscal year as filed with the Securities and Exchange Commission. If the Company repurchases any outstanding shares during the Performance Period, the EPS calculation will exclude the impact of the share repurchases made.

        (k)    "Executive" means                        , the Company's                        .

        (l)     "LTIP" means the Company's Long-Term Incentive Program that is the vehicle for establishing Performance Objectives for Performance Unit Awards under the Plan.

        (m)   "Maximum Award" means that maximum number of Performance Units awarded to Executive as set forth in Section 2, representing                        Percent (            %) of the Target Award.

        (n)    "Performance Period" means the Company's three (3) consecutive fiscal years commencing with the fiscal year beginning                        .

        (o)    "Performance Unit" means a bookkeeping entry that records a unit equal to $1.00 granted pursuant to this Award and that is payable solely in cash.

        (p)    "Plan" means The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan, as amended from time to time.

        (q)    "Retirement" means Executive's termination of employment with the Company and its Subsidiaries on or after attainment of age 60 and completion of at least five (5) years of continuous service.

        (r)    "Target Award" means that number of Performance Units awarded to Executive as set forth in Section 2, representing             Percent (            %) of Executive's base salary in effect on the last day of the Company's fiscal year immediately preceding the Performance Period divided by One Dollar ($1.00).

        2.      Performance Unit Award .    Subject to the conditions set forth herein, Company grants to Executive a Target Award of                        (            ) Performance Units under the Plan, and a Maximum Award of             (                        ) Performance Units, earned in accordance with Section 3.

        3.      Determination of Units Earned.     Subject to Section 5, and provided that Ending EPS is greater than Beginning EPS, the Company shall deliver to Executive One Dollar ($1.00) for each whole Performance Unit that is earned in accordance with the following schedule. No Performance Units shall be earned, and this Award shall be forfeited and cancelled effective as of the last day of the Performance Period, if Ending EPS is less than the Beginning EPS.

The percentage of Target Award Performance Units earned between threshold and target and target and maximum Average EPS Growth is based on interpolation, as set forth on Schedule A .

        4.      Payment.     The amount determined under Section 3 will be paid to Executive in cash as soon as administratively practicable after the end of the Performance Period.

        5.      Termination of Employment.     Except as provided in Section 6, if Executive's employment with the Company and its Subsidiaries terminates before the end of the Performance Period, this Performance Unit Award shall be forfeited on the date of such termination.

        6.      Retirement, Death or Disability.     If Executive's employment with the Company and its Subsidiaries terminates during the final fiscal year in the Performance Period because of Executive's Retirement, death or Disability, Executive shall be entitled to a prorated portion of the Performance Units earned in accordance with Section 3, determined at the end of the Performance Period and based on the ratio of the number of complete months Executive is employed during the Performance Period to the total number of months in the Performance Period. Any payments due on Executive's death shall be paid to his estate as soon as administratively practicable after the end of the Performance Period.

        7.      Transferability.     The Performance Units shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, whether by the operation of law or otherwise. Any attempted transfer of the Performance Units prohibited by this Section 7 shall be null and void.

        8.      Adjustments.     The Committee may make or provide for such adjustment in the Performance Units as the Committee in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of Executive's rights that otherwise would result from (a) any exchange of shares of the Common Stock, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Committee may provide in substitution for the Performance Units such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of the Performance Units so replaced.

        9.      Withholding.     The Company shall have the right to withhold from payments made to Executive pursuant to this Award, or to withhold from other compensation payable to Executive, all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which the Company is required to withhold at any time with respect to the Performance Units.

        10.      No Impact On Other Benefits And Employment.     This Award shall not confer upon Executive any right with respect to continuance of employment or other service with the Company and shall not interfere in any way with any right that the Company would otherwise have to terminate Executive's employment at any time. Nothing herein contained shall affect Executive's right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance or other employment plan or program of the Company or any of its subsidiaries nor constitute an obligation for continued employment.

        11.      Plan Provisions .    In addition to the terms and conditions set forth herein, this Award is subject to and governed by the terms and conditions set forth in the Plan, which is hereby incorporated by reference. Unless the context otherwise requires, capitalized terms used in this Award and not otherwise defined herein shall have the meanings set forth in the Plan. In the event of any conflict between the provisions of this Award and the Plan, the Plan shall control.

        12.      Miscellaneous .    

        (a)    Limitation of Rights .    This Award shall not give Executive any rights to similar grants in future years or any right to be retained in the employ or service of the Company or to interfere in any way with the right of the Company to terminate Executive's services at any time or the right of Executive to terminate his or her services at any time.

        (b)    Rights Unsecured .    Executive shall have only the Company's unfunded, unsecured promise to pay pursuant to the terms of this Award. Executive's rights hereunder shall be that of an unsecured general creditor of the Company and Executive shall not have any security interest in any assets of the Company.

        (c)    Limitation of Actions .    Any lawsuit with respect to any matter arising out of or relating to this Award must be filed no later than one (1) year after the Company provides Executive with a written denial of any claim made by Executive hereunder.

        (d)    Offset.     Company may deduct from amounts otherwise payable under this Award all amounts owed by Executive to Company and its affiliates to the maximum extent permitted by applicable law.

        (e)    Controlling Law .    This Award shall be governed by, and construed in accordance with, the laws of the State of Georgia (without giving effect to the choice of law principles) and any action arising out of or related thereto shall be brought in either the United States District Court for the Northern District of Georgia, Atlanta Division, or the Superior Court of Cobb County, Georgia.

        (f)     Severability .    If any term, provision, covenant or restriction contained in the Award is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in the Award shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

        (g)    Construction .    The Award contains the entire understanding between the parties and supersedes any prior understanding and agreements between them representing the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein.

        (h)    Headings .    Section and other headings contained in the Award are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Award or any provision hereof.

        The undersigned, Chairman, President and Chief Executive Officer of The Home Depot, Inc., has executed this Award at the direction of the Leadership Development and Compensation Committee of the Board of Directors on            , 200    effective for the 200    -200    Performance Period.

WHEN AWARD IS MADE TO CEO:

        The undersigned, Chair of the Leadership Development and Compensation Committee of the Board of Directors of The Home Depot, Inc., has executed this Award at the direction of the independent members of the Board of Directors on            , 200    effective for the 200    -200    Performance Period.

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Exhibit 10.4

Exhibit 10.5

THE HOME DEPOT FUTUREBUILDER
A 401(k) AND STOCK OWNERSHIP PLAN

Amendment and Restatement
Effective July 1, 2004

THE HOME DEPOT FUTUREBUILDER
A 401(k) AND STOCK OWNERSHIP PLAN

        On this 1 ^st day of July, 2004, The Home Depot, Inc. (the "Controlling Company") hereby amends and restates The Home Depot FutureBuilder (the "Plan").

STATEMENT OF PURPOSE

        A.    The Plan initially was adopted effective as of January 1, 1988 and was last restated generally effective as of January 1, 2001 , and has been amended since that date. Generally effective July 1, 2004, the Plan, as set forth in this document, is intended and should be construed as a restatement and continuation of the Plan as previously in effect. In addition to making certain other changes, this restatement of the Plan is intended to reflect the merger of The Maintenance Warehouse FutureBuilder with and into the Plan effective July 1, 2004.

        B.    The primary purpose of the Plan is to recognize the contributions made to the Controlling Company and its participating affiliates by employees and to reward those contributions by providing eligible employees with an opportunity to accumulate savings for their future security.

        C.    The Controlling Company intends that the Plan be qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"), and that the Plan constitute an employee stock ownership plan as defined in Code Section 4975(e)(7).

STATEMENT OF AGREEMENT

        To amend and restate the Plan with the purposes and goals as hereinabove described, the Controlling Company hereby sets forth the terms and provisions as follows:

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