THE HOME DEPOT, INC.
RESTATED AND AMENDED EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of The Home Depot, Inc. Employee Stock Purchase Plan (the "Plan") is to encourage
and enable eligible employees of The Home Depot, Inc. (the "Company") to acquire proprietary interests in the
Company through the ownership of Common Stock of the Company. The Company believes that employees
who participate in the Plan will have a closer identification with the Company by virtue of their ability as
stockholders to participate in the Company's growth and earnings. It is the intention of the Company to have the
Plan qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, the provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of the Code.
2. Definitions. The following words or terms have the following meanings:
(a) "Plan" shall mean this The Home Depot, Inc. Employee Stock Purchase Plan.
(b) "Company" shall mean The Home Depot, Inc.
(c) "Board of Directors" shall mean Board of Directors of the Company or the Executive Committee of such
(d) "Shares", "Stock" or "Common Stock" shall mean shares of the $.05 par value Common Stock of the
(e) "Committee" shall mean the committee of the Board of Directors of the Company appointed to administer the
(f) "Subsidiary" shall mean any corporation if, at the time of the granting of an option to purchase Common Stock
under the Plan, the Company owns or controls directly or indirectly more than 50 percent of the total voting
power represented by all classes of stock issued by such corporation.
(g) "Eligible Employee" shall mean a person regularly employed by the Company or a Subsidiary on the effective
date of any offering of stock pursuant to the Plan; provided, however, that no person shall be considered an
Eligible Employee unless he or she is cu