AGREEMENT

THIS AGREEMENT ("Agreement") is made as of the 22nd day of February, 2001, in Atlanta, Georgia.

THE PARTIES to it are THE HOME DEPOT, INC., a Delaware corporation, and its subsidiaries and affiliates ("Home Depot"), and BERNARD MARCUS, a resident of the State of Georgia ("Mr. Marcus").

THE BACKGROUND of this Agreement is as follows:

(A) Mr. Marcus is one of the original founders of Home Depot and the current Co-Chairman of the Board.

(B) On August 19, 1999, the Board of Directors of Home Depot unanimously adopted a resolution under which Mr. Marcus will receive certain benefits pertaining to the use of an aircraft and the provision of security services from Home Depot for the rest of his life.

(C) This Agreement sets forth the benefits the Board of Directors of Home Depot has directed Home Depot to provide Mr. Marcus and the terms upon which those benefits will be available to Mr. Marcus. This Agreement includes certain other provisions to which Home Depot and Mr. Marcus have agreed.

THE TERMS of this Agreement are as follows:

1. TERM. Unless otherwise expressly provided herein, the term of this Agreement shall be the life of Mr. Marcus; and this Agreement shall continue in full force and effect until Mr. Marcus's death.

2. PURCHASE OF AIRCRAFT; LEASES; PILOT AND MANAGEMENT SERVICES. The parties have agreed that Home Depot will sell, and Mr. Marcus (or his designee (s)) will purchase, one of the Home Depot aircraft (1994 Falcon 900aircraft, tail#N707WB). Home Depot will provide, or will have provided, pilot and management services for the aircraft and Mr. Marcus (or his designee (s)). Mr. Marcus (or his designee (s)) will dry-lease the aircraft to Home Depot on a non-exclusive basis. A separate purchase and sale agreement, lease[s], and/or pilot services agreement[s], as appropriate, with all related documentation, are being entered into by the parties with respect to this transaction. Key provisions of these agreements will include:

- The purchase price for the aircraft will be the current fair market value of the aircraft.

- Home Depot will lease the aircraft from Mr. Marcus (or his designee (s)) at a fair market rental rate based on 1% of the purchase price per month, with certain costs passed through on a shared basis, subject to a minimum required rent equal to 50% usage by Home Depot.

- Home Depot will pay applicable sales/use taxes attributable to its usage of the aircraft.

- Home Depot will reimburse Mr. Marcus (or his designee (s)) for ad valorem taxes paid for the aircraft based upon Home Depot's percentage of use of the aircraft, subject to a minimum reimbursement of 50% of such taxes.

- Home Depot will provide aircraft management and maintenance as well as pilot services for the aircraft. Home Depot will provide these services during the term of this Agreement, subject in all events to Mr. Marcus's option to terminate at any time and Home Depot's option to terminate if Home Depot ceases to operate its own aircraft.

- Management services will include hangar space, maintenance, insurance, fueling, inspections, training, scheduling, and other general services related to the aircraft.

- Mr. Marcus or his designee (s) will partially reimburse Home Depot quarterly for the costs of insurance and maintenance, based on the percentage of time the aircraft is used by Mr. Marcus and his designee (s). Mr. Marcus will not reimburse Home Depot for any more than 50% of these costs, regardless of the actual percentage of use, consistent with Home Depot's minimum rent of 50% of the aircraft's usage.

- Use of the aircraft by Mr. Marcus or his designee (s) for Home Depot business purposes shall be treated for all purposes of this Agreement as use of the aircraft by Home Depot.

- Fuel and lubricants will either be billed directly to each user of the aircraft for each user's flights, at Home Depot's cost, or prorated quarterly as with insurance and non-routine maintenance, as appropriate to comport with Home Depot's normal procedures.

- Mr. Marcus or his designee (s) will pay Home Depot an hourly rate for Home Depot pilot services.

- - Home Depot's right to use the aircraft will be subordinate to the right of Mr. Marcus or his designee (s) to use the aircraft.

- If the aircraft is not available for Mr. Marcus or his designee (s), Home Depot will arrange for a comparable aircraft, at no greater cost to Mr. Marcus or his designee (s).

- Mr. Marcus or his designee (s) shall have the right to use Home Depot's larger intercontinental aircraft for international travel, if such aircraft is available. Any additional costs associated with Mr. Marcus's or his designee (s)' use of Home Depot's larger intercontinental aircraft shall be charged to Mr. Marcus at the same periodic intervals that other aircraft-related costs are charged to the parties hereunder.

- Anything herein to the contrary notwithstanding, Mr. Marcus and his designee (s) shall have the right at any time during the term of this Agreement to sell the aircraft purchased from Home Depot and to purchase another aircraft. In the event Mr. Marcus or his designee (s) purchases another aircraft, such aircraft shall be used by Mr. Marcus and his designee (s) and leased to Home Depot on the same terms and subject to the same conditions provided in this Agreement and in any other agreements pertaining to the original aircraft purchased by Mr. Marcus or his designee (s) from Home Depot.

- The 1994 Falcon 900 aircraft purchased by Mr. Marcus (or his designee) and any replacement aircraft subject to this arrangement with Home Depot must at all times meet Home Depot criteria and guidelines for aircraft owned and operated by Home Depot.

- Mr. Marcus and/or his designee will be named as an additional insured on any Home Depot policies of insurance applicable to the ownership and operation of the aircraft.

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