$3,000,000.00 June 7, 2001
FOR VALUE RECEIVED, Dennis M. Donovan (the "Borrower"), promises to pay to The Home Depot, Inc., a
Delaware corporation ("Lender"), or its assignee, the principal sum of Three Million Dollars ($3,000,000.00)
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 subsection 5.4.5 of that certain Employment Agreement
effective as of March 16, 2001, by and between the Borrower and the Lender (the "Employment Agreement").
If the Borrower's employment with the Company is terminated prior to payment in full of this Note, either by the
Company for Cause (as defined in the Employment Agreement) or by the Executive without Good Reason (as
defined in the Employment Agreement) this note shall be immediately due and payable in accordance with
subsection 5.4.5 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 (20) 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 if such default
remains unremedied for five (5) days after borrower's receipt of such notice, the entire principal amount of this
Note outstanding shall become due and payable without p