THIS AGREEMENT (the "AGREEMENT"), effective as of January 2, 2007 (the "EFFECTIVE DATE"), by and between THE
HOME DEPOT, INC., a Delaware corporation (the "COMPANY"), and ROBERT L. NARDELLI (the "EXECUTIVE").
WHEREAS, the Company and the Executive entered into to a certain Employment Agreement, effective as of December 4,
2000, as amended (the "EMPLOYMENT AGREEMENT"), in connection with the Executive's commencing service with the
WHEREAS, the Company and the Executive entered into a certain Binding Term Sheet (the "TERM SHEET"), in connection
with the Executive's separation from service, which provided, INTER ALIA, that the Executive and the Company would
negotiate in good faith a definitive agreement to supersede the Term Sheet;
WHEREAS, the parties intend that this Agreement shall supersede the Term Sheet and shall confirm the Executive's
separation from service and set forth the terms relating thereto;
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth in this Agreement, the
Company and the Executive hereby agree as follows:
1. SEPARATION FROM SERVICE.
(a) The Company and the Executive agree that the Executive separated from service with the Company in all
capacities effective on the Effective Date and that such separation was a termination by the Company other than for
Cause (within the meaning of the Employment Agreement) and they will not at any time make any claim, or otherwise
take any position, asserting any other basis for such termination.
(b) The Executive confirms that he resigned, effective as of the Effective Date, from the position of Chairman,
President and Chief Executive Officer of the Company, and as a member of the Board of Directors of the Company (the
"BOARD") and from all other offices and positions with the Company and all of its subsidiaries, affiliates, joint ventures,
partnerships and other business ente