$10,000,000.00 December 4, 2000
FOR VALUE RECEIVED, Robert L. Nardelli (the "Borrower"), promises to pay to The Home Depot, Inc., a
Delaware corporation ("Lender"), or its assignee, the principal sum of Ten Million Dollars ($10,000,000.00) with
interest from the date hereof at a rate of five and eight tenths percent (5.8%) per annum, compounded annually,
on the unpaid balance of such principal sum. Such principal and interest shall be due and payable and/or forgiven
(as the case may be) in accordance with Sections 4.2.4 and 7.2.9 of that certain Employment Agreement
effective as of December 4, 2000, by and between the Borrower and the Lender (the "Employment
If the Borrower's employment with the Company is terminated prior to payment in full of this Note, this Note
shall be immediately due and payable and/or forgiven (as the case may be) in accordance with Sections 4.2.4 and
7.2.9 of the Employment Agreement.
All payments by the Borrower under this Note shall be in immediately available funds. This Note may be prepaid
in whole or in part at any time or from time to time. Any such prepayment shall be without premium or penalty.
If any amount due under this Note becomes due and payable on a Saturday, Sunday, or public or other banking
holiday under the laws of the State of Georgia, the due date thereof shall be extended to the next succeeding
Upon the failure to pay principal under this Note when due, which shall remain unremedied for twenty days
following the date when principal was due hereunder; then, the Lender may declare, by written notice of default
given to the Borrower, the entire principal amount of this Note to be due and payable, whereupon the entire
principal amount of this Note outstanding shall become due and payable.
No delay or failure by the Lender in the exercise of any right or remedy shall constitute a waiver thereof, and no
single or partial exercise by the Lender of any right or remedy shall preclude other