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                                                                     EXHIBIT 4.2


                                  $500,000,000

                              THE HOME DEPOT, INC.

                      5 3/8% SENIOR NOTES DUE APRIL 1, 2006

                          REGISTRATION RIGHTS AGREEMENT

                                                                   April 9, 2001


Credit Suisse First Boston Corporation
Invemed Associates LLC
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010-3629

Ladies and Gentlemen:

         The Home Depot, Inc., a Delaware corporation (the "COMPANY"), proposes
to issue and sell to Credit Suisse First Boston Corporation, and Invemed
Associates LLC (together, the "INITIAL PURCHASERS"), upon the terms set forth in
a purchase agreement of even date herewith (the "PURCHASE AGREEMENT"),
$500,000,000 aggregate principal amount of its 5 3/8% Senior Notes due April 1,
2006 (the "INITIAL SECURITIES"). The Initial Securities will be issued pursuant
to an Indenture, to be dated as of April 12, 2001, (the "INDENTURE"), between
the Company and The Bank of New York, a New York banking corporation, as trustee
(the "TRUSTEE"). As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company agrees with the Initial Purchasers, for the
benefit of the holders of the Initial Securities (including, without limitation,
the Initial Purchasers), the Exchange Securities (as defined below) and any
Private Exchange Securities (as defined below) (collectively the "HOLDERS"), as
follows:

         1.       Registered Exchange Offer. Unless not permitted by applicable
law (after the Company has complied with the ultimate paragraph of this Section
1), the Company shall prepare and, not later than 90 days (such 90th day being a
"FILING DEADLINE") after the date on which the Initial Purchasers purchase the
Initial Securities pursuant to the Purchase Agreement (the "CLOSING DATE"), file
with the Securities and Exchange Commission (the "COMMISSION") a registration
statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), with
respect to a proposed offer (the "REGISTERED EXCHANGE OFFER") to the Holders of
Transfer Restricted Securities (as defined in Section 6 hereof), who are not
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prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange for
the Initial Securities, a like aggregate principal amount of debt securities of
the Company issued under the Indenture, identical in all material respects to
the Initial Securities (except for the transfer restrictions relating to the
Initial Securities) and registered under the Securities Act (the "EXCHANGE
SECURITIES"). The Company shall use its commercially reasonable efforts to (i)
cause such Exchange Offer Registration Statement to become effective under the
Securities Act within 180 days after the Closing Date (such 180th day being an
"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration
Statement effective for not less than 20 business days (or longer, if required
by applicable law) after the date notice of the Registered Exchange Offer is
mailed to the Holders (such period being called the "EXCHANGE OFFER REGISTRATION
PERIOD").

         If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer) and (ii) will be required to consummate the Registered Exchanged
Offer no later than 40 days after the date on which the Exchange Offer
Registration Statement is declared effective (such 40th day being the
"CONSUMMATION DEADLINE").

         Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities (as defined in Section 6
hereof) electing to exchange Initial Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the Company within the meaning
of the Securities Act, acquires the Exchange Securities in the ordinary course
of such Holder's business, has no arrangements with any person to participate in
the distribution of the Exchange Securities and is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer) to
trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act (other than the prospectus
delivery requirements referred to in clause (i) of the next paragraph, if and to
the extent applicable) and without material restrictions under the securities
laws of the several states of the United States.

         The Company acknowledges that, pursuant to current interpretations by
the Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder that is a broker-dealer electing
to exchange Initial Securities, acquired for its own account as a result of
market


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making activities or other trading activities, for Exchange Securities (an
"EXCHANGING DEALER"), is required to deliver a prospectus containing the
information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in
the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer"
section, and (c) Annex C hereto in the "Plan of Distribution" section of such
prospectus in connection with a sale of any such Exchange Securities received by
such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an
Initial Purchaser that elects to sell Private Exchange Securities (as defined
below) acquired in exchange for Initial Securities constituting any portion of
an unsold allotment is required to deliver a prospectus containing the
information required by Items 507 or 508 of Regulation S-K under the Securities
Act, as applicable, in connection with such sale.

         The Company shall use its commercially reasonable efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser of 135 days and the date on which all Exchanging Dealers and
the Initial Purchasers have sold all Exchange Securities held by them (unless
such period is extended pursuant to Section 3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 135 days after the consummation of the
Registered Exchange Offer.

         If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for (a) the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects (including the
existence of restrictions on transfer under the Securities Act and the
securities laws of the several states of the United States) to the Initial
Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "SECURITIES".


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         In connection with the Registered Exchange Offer, the Company shall:

                  (a)      mail to each Holder a copy of the definitive
         prospectus forming part of the Exchange Offer Registration Statement,
         together with an appropriate letter of transmittal and related
         documents;

                  (b)      keep the Registered Exchange Offer open for not less
         than 20 business days (or longer, if required by applicable law) after
         the date notice thereof is mailed to the Holders;

                  (c)      utilize the services of a depositary for the
         Registered Exchange Offer with an address in the Borough of Manhattan,
         The City of New York, which may be the Trustee or an affiliate of the
         Trustee;

                  (d)      permit Holders to withdraw tendered Securities at any
         time prior to the close of business, New York time, on the last
         business day on which the Registered Exchange Offer shall remain open;
         and

                  (e)      otherwise comply with all applicable laws.

         As soon as practicable after the close of the Registered Exchange Offer
or the Private Exchange, as the case may be, the Company shall:

                  (x)      accept for exchange all the Securities validly
         tendered and not withdrawn pursuant to the Registered Exchange Offer
         and the Private Exchange;

                  (y)      deliver to the Trustee for cancellation all the
         Initial Securities so accepted for exchange; and

                  (z)      cause the Trustee to authenticate and deliver
         promptly to each Holder of the Initial Securities, Exchange Securities
         or Private Exchange Securities, as the case may be, equal in principal
         amount to the Initial Securities of such Holder so accepted for
         exchange.

         The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

         Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will


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accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.

         Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company in writing that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Initial Securities or the Exchange
Securities within the meaning of the Securities Act, (iii) such Holder is not an
"affiliate," as defined in Rule 405 of the Securities Act, of the Company or if
it is an affiliate, such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable, (iv) such
Holder is not engaged in, and does not intend to engage in, the distribution of
the Exchange Securities and (v) if such Holder is a broker-dealer, that it will
receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other
trading activities and that it will deliver a prospectus in connection with any
resale of such Exchange Securities.

         Notwithstanding any other provisions hereof, the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies as to
form in all material respects with the Securities Act and the rules and
regulations thereunder, (ii) any Exchange Offer Registration Statement and any
amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
(iii) any prospectus forming part of any Exchange Offer Registration Statement,
and any supplement to such prospectus, does not as of its date include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.

         2.       Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within
220 days of the Closing Date, (iii) any Initial Purchaser so requests within 10
business days following consummation of the Registration Exchange Offer with
respect to the Initial Securities not eligible to be exchanged for Exchange
Securities in the Registered Exchange Offer (or the Private Exchange Securities)
and held by it following consummation of the Registered Exchange Offer or (iv)
any Holder of


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Transfer Restricted Securities (other than an Exchanging Dealer) shall notify
the Company within 10 business days following consummation of the Registered
Exchange Offer that it is not eligible to participate in the Registered Exchange
Offer or, in the case of any Holder (other than an Exchanging Dealer) that
participates in the Registered Exchange Offer, such Holder does not receive
freely tradeable Exchange Securities on the date of the exchange, the Company
shall take the following actions (the date on which any of the conditions
described in the foregoing clauses (i) through (iv) occur, including in the case
of clauses (iii) or (iv) the receipt of the required notice, being a "TRIGGER
DATE"):

                  (a)      The Company shall, at its cost, as promptly as
         practicable (but in no event more than 90 days after the Trigger Date
         (such 90th day being a "FILING DEADLINE")) file with the Commission and
         thereafter shall use its commercially reasonable efforts to cause to be
         declared effective no later than 180 days after the Trigger Date (such
         180th day being an "EFFECTIVE DEADLINE") a registration statement (the
         "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer
         Registration Statement, a "Registration Statement") on an appropriate
         form under the Securities Act relating to the offer and sale of the
         Transfer Restricted Securities (as defined in Section 6 hereof) by the
         Holders thereof from time to time in accordance with the methods of
         distribution set forth in the Shelf Registration Statement and Rule 415
         under the Securities Act (hereinafter, the "SHELF REGISTRATION");
         provided, however, that no Holder (other than an Initial Purchaser)
         shall be entitled to have the Transfer Restricted Securities held by it
         covered by such Shelf Registration Statement unless such Holder (i)
         agrees in writing to be bound by all the provisions of this Agreement
         applicable to such Holder and (ii) provides the Company in writing with
         the information required by Section 3(n).

                  (b)      The Company shall use its commercially reasonable
         efforts to keep the Shelf Registration Statement continuously effective
         in order to permit the prospectus included therein to be lawfully
         delivered by the Holders of the relevant Transfer Restricted Securities
         for a period of two years (or for such longer period if extended
         pursuant to Section 3(j) below) from the date of its effectiveness or
         such shorter period that will terminate when all the Securities covered
         by the Shelf Registration Statement (i) have been sold pursuant thereto
         or (ii) are no longer restricted securities (as defined in Rule 144
         under the Securities Act, or any successor rule thereof); provided,
         however, that the Company shall not be obligated to keep the Shelf
         Registration Statement continuously effective to the extent set forth
         above, or to keep the prospectus included therein usable for offers and
         sales of Securities, if (i) the Company determines, in its reasonable
         judgment, upon the advice of counsel, that the continued effectiveness
         of


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         the Shelf Registration Statement or usability of any prospectus
         included therein would (x) require the disclosure of material
         information, which the Company has a bona fide business reason for
         preserving as confidential, or (y) interfere with any financing,
         acquisition, corporate reorganization or other material transaction or
         development involving the Company or any of its subsidiaries or the
         contemplated timing thereof, and (ii) the Company promptly thereafter
         complies with the requirements of Section 3(j) hereof, if applicable.
         The number of days of any actual Suspension Period (as defined below)
         shall be added on to the end of the two-year period specified above.
         Any such period during which the Company is excused from keeping the
         Shelf Registration Statement effective and the prospectus included
         therein usable for offers and sales of Securities is referred to herein
         as a "SUSPENSION PERIOD." A Suspension Period shall commence on and
         include the date that the Company gives notice that the Shelf
         Registration Statement is no longer effective or the prospectus
         included therein is no longer usable for offers and sales of Securities
         and shall end on the earlier to occur of (1) the date on which each
         seller of Securities covered by the Shelf Registration Statement either
         receives the copies of the supplemented or amended prospectus
         contemplated by Section 3(j) hereof or is advised in writing by the
         Company that the use of the prospectus may be resumed, and (2) the
         occurrence of a Suspension Period Limit (as defined below). There shall
         be no more than three Suspension Periods in any 12-month period, the
         aggregate number of days of such Suspension Periods shall not exceed 90
         days in such 12 month period (collectively, the "SUSPENSION PERIOD
         LIMITS") and no Suspension Period shall exceed 60 days. The Company
         shall be deemed not to have used its commercially reasonable efforts to
         keep the Shelf Registration Statement effective during the requisite
         period if it voluntarily takes any action that would result in Holders
         of Securities covered thereby not being able to offer and sell such
         Securities during that period, unless such action is required by
         applicable law.

                  (c)      Notwithstanding any other provisions of this
         Agreement to the contrary, the Company shall cause the Shelf
         Registration Statement and the related prospectus and any amendment or
         supplement thereto, as of the effective date of the Shelf Registration
         Statement, amendment or supplement, (i) to comply as to form in all
         material respects with the applicable requirements of the Securities
         Act and the rules and regulations of the Commission and (ii) not to
         contain any untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary in order to
         make the statements therein, in light of the circumstances under which
         they were made, not misleading.


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         3.       Registration Procedures. In connection with any Shelf
Registration contemplated by Section 2 hereof and, to the extent applicable, any
Registered Exchange Offer contemplated by Section 1 hereof, the following
provisions shall apply:

                  (a)      The Company shall (i) furnish to each Initial
         Purchaser, prior to the filing thereof with the Commission, a copy of
         the Registration Statement and each amendment thereof and each
         supplement, if any, to the prospectus included therein and, in the
         event that an Initial Purchaser (with respect to any portion of an
         unsold allotment of Initial Securities) is participating in the
         Registered Exchange Offer or the Shelf Registration Statement, the
         Company shall use its reasonable best efforts to reflect in each such
         document, when so filed with the Commission, such comments as such
         Initial Purchaser reasonably may propose; (ii) include the information
         set forth in Annex A hereto on the cover, in Annex B hereto in the
         "Exchange Offer Procedures" section and the "Purpose of the Exchange
         Offer" section and in Annex C hereto in the "Plan of Distribution"
         section of the prospectus forming a part of the Exchange Offer
         Registration Statement and include the information set forth in Annex D
         hereto in the Letter of Transmittal delivered pursuant to the
         Registered Exchange Offer, (iii) if requested by an Initial Purchaser,
         include the information required by Items 507 or 508 of Regulation S-K
         under the Securities Act, as applicable, in the prospectus forming a
         part of the Exchange Offer Registration Statement; (iv) include within
         the prospectus contained in the Exchange Offer Registration Statement a
         section entitled "Plan of Distribution", reasonably acceptable to the
         Initial Purchasers, which shall contain a summary statement of the
         positions taken or policies made by the staff of the Commission with
         respect to the potential "underwriter" status of any broker-dealer that
         is the beneficial owner (as defined in Rule 13d-3 under the Securities
         Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of Exchange
         Securities received by such broker-dealer in the Registered Exchange
         Offer (a "PARTICIPATING BROKER-DEALER"), whether such positions or
         policies have been publicly disseminated by the staff of the Commission
         or such positions or policies, in the reasonable judgment of the
         Initial Purchasers based upon advice of counsel (which may be in-house
         counsel), represent the prevailing views of the staff of the
         Commission; and (v) in the case of a Shelf Registration Statement,
         include the names of the Holders who propose to sell Securities
         pursuant to the Shelf Registration Statement as selling
         securityholders.

                  (b)      The Company shall give written notice to the Initial
         Purchasers when the Registration Statement or any amendment thereto has
         been filed with the Commission and shall give written notice to the
         Initial


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         Purchasers and (i) in the case of a Shelf Registration Statement, the
         Holders of the Securities covered thereby, or (ii) in the case of an
         Exchange Offer Registration Statement, the Holders of the Initial
         Securities and any Participating Broker-Dealer from whom the Company
         has received prior written notice that it will be a Participating
         Broker-Dealer in the Registered Exchange Offer (which notice pursuant
         to clauses (ii)-(v) hereof shall be accompanied by an instruction to
         suspend the use of the prospectus until the requisite changes have been
         made):

                           (i)      when the Registration Statement or any
                  post-effective amendment thereto has been declared effective
                  by the Commission;

                           (ii)     of any request by the Commission for
                  amendments or supplements to the Registration Statement or the
                  prospectus included therein or for additional information;

                           (iii)    of the issuance by the Commission of any
                  stop order suspending the effectiveness of the Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (iv)     of the receipt by the Company or its legal
                  counsel of any notification with respect to the suspension of
                  the qualification of the Securities for sale in any
                  jurisdiction or the initiation or, threatening of any
                  proceeding for such purpose; and

                           (v)      of the occurrence of any event, including,
                  without limitation, any event resulting in a Suspension
                  Period, that requires the Company to make changes in the
                  Registration Statement or the prospectus in order that the
                  Registration Statement or the prospectus do not contain an
                  untrue statement of a material fact nor omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein (in the case of the prospectus, in
                  light of the circumstances under which they were made) not
                  misleading.

                  (c)      The Company shall make every reasonable effort to
         obtain the withdrawal at the earliest possible time, of any order
         suspending the effectiveness of the Registration Statement.

                  (d)      The Company shall furnish to each Holder of
         Securities included within the coverage of the Shelf Registration,
         without charge, at least one copy of the Shelf Registration Statement
         and any post-effective


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         amendment thereto, including financial statements and schedules, and,
         if the Holder so requests in writing, all exhibits thereto (including
         those, if any, incorporated by reference).

                  (e)      The Company shall deliver to each Exchanging Dealer
         and each Initial Purchaser, and to any other Holder who so requests,
         without charge, at least one copy of the Exchange Offer Registration
         Statement and any post-effective amendment thereto, including financial
         statements and schedules, and, if any Initial Purchaser or any such
         Holder requests, all exhibits thereto (including those incorporated by
         reference).

                  (f)      The Company shall, during the Shelf Registration
         Period, deliver to each Holder of Securities included within the
         coverage of the Shelf Registration, without charge, as many copies of
         the prospectus (including each preliminary prospectus) included in the
         Shelf Registration Statement and any amendment or supplement thereto as
         such person may reasonably request. The Company consents, subject to
         the provisions of this Agreement, to the use of the prospectus or any
         amendment or supplement thereto by each of the selling Holders of the
         Securities in connection with the offering and sale of the Securities
         covered by the prospectus, or any amendment or supplement thereto,
         included in the Shelf Registration Statement.

                  (g)      The Company shall deliver to each Initial Purchaser,
         any Exchanging Dealer, any Participating Broker-Dealer and such other
         persons required to deliver a prospectus following the Registered
         Exchange Offer, without charge, as many copies of the final prospectus
         included in the Exchange Offer Registration Statement and any amendment
         or supplement thereto as such persons may reasonably request. The
         Company consents, subject to the provisions of this Agreement, to the
         use of the prospectus or any amendment or supplement thereto by any
         Initial Purchaser, if necessary, any Participating Broker-Dealer and
         such other persons required to deliver a prospectus following the
         Registered Exchange Offer in connection with the offering and sale of
         the Exchange Securities covered by the prospectus, or any amendment or
         supplement thereto, included in such Exchange Offer Registration
         Statement.

                  (h)      Prior to any public offering of the Securities
         pursuant to any Registration Statement the Company shall register or
         qualify or cooperate with the Holders of the Securities included
         therein and their respective counsel in connection with the
         registration or qualification of such Securities for offer and sale
         under the securities or "blue sky" laws of such states of the United
         States as any Holder of such Securities reasonably


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         requests in writing and do any and all other acts or things reasonably
         necessary or advisable to enable the offer and sale in such
         jurisdictions of the Securities covered by such Registration Statement;
         provided, however, that the Company shall not be required to (i)
         qualify generally to do business in any jurisdiction where it is not
         then so qualified or (ii) take any action which would subject it to
         general service of process or to taxation in any jurisdiction where it
         is not then so subject.

                  (i)      The Company shall cooperate with the Holders of the
         Securities to facilitate the timely transfer of the Securities to be
         sold pursuant to any Registration Statement free of any restrictive
         legends and, to the extent consistent with the terms of the Indenture,
         facilitate the timely preparation and delivery of certificates
         representing the Securities in such denominations and registered in
         such names as the Holders may request a reasonable period of time prior
         to sales of the Securities pursuant to such Registration Statement.

                  (j)      Upon the occurrence of any event (other than an event
         resulting in a Suspension Period, in which case the Company must comply
         with this Section 3(j) within 90 days of the termination of such
         Suspension Period) contemplated by paragraphs (ii) through (v) of
         Section 3(b) above during the period for which the Company is required
         to maintain an effective Registration Statement, the Company shall
         promptly prepare and file a post-effective amendment to the
         Registration Statement or a supplement to the related prospectus and
         any other required document so that, as thereafter delivered to Holders
         of Securities or purchasers of Securities, the prospectus will not
         contain an untrue statement of a material fact or omit to state any
         material fact required to be stated therein or necessary to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading. If the Company notifies the Initial Purchasers,
         the Holders of the Securities and any known Participating Broker-Dealer
         in accordance with paragraphs (ii) through (v) of Section 3(b) above to
         suspend the use of the prospectus until the requisite changes to the
         prospectus have been made, then the Initial Purchasers, the Holders of
         the Securities and any such Participating Broker-Dealers shall suspend
         use of such prospectus, and the period of effectiveness of the Shelf
         Registration Statement provided for in Section 2(b) above and the
         Exchange Offer Registration Statement provided for in Section 1 above
         shall each be extended by the number of days, without duplication of
         any extension under Section 2(b), from and including the date of the
         giving of such notice to and including the date when the Initial
         Purchasers, the Holders of the Securities and any known Participating
         Broker-Dealer, as applicable, shall have received such amended or


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         supplemented prospectus pursuant to this Section 3(j) or the date when
         none of the Securities represent Transfer Restricted Securities.

                  (k)      Not later than the effective date of the applicable
         Registration Statement, the Company will provide a CUSIP number for the
         Initial Securities, the Exchange Securities or the Private Exchange
         Securities, as the case may be, and provide the applicable trustee with
         certificates for the Initial Securities, the Exchange Securities or the
         Private Exchange Securities, as the case may be, in a form eligible for
         deposit with The Depository Trust Company.

                  (l)      The Company will comply with all rules and
         regulations of the Commission to the extent and so long as they are
         applicable to the Registered Exchange Offer or the Shelf Registration
         and will make generally available to its security holders (or otherwise
         provide in accordance with Section 11(a) of the Securities Act) an
         earnings statement satisfying the provisions of Section 11(a) of the
         Securities Act, no later than 45 days after the end of a 12-month
         period (or 90 days, if such period is a fiscal year) beginning with the
         first month of the Company's first fiscal quarter commencing after the
         effective date of the Registration Statement, which statement shall
         cover such 12-month period.

                  (m)      The Company shall cause the Indenture to be qualified
         under the Trust Indenture Act of 1939, as amended, in a timely manner
         and containing such changes, if any, as shall be necessary for such
         qualification. In the event that such qualification would require the
         appointment of a new trustee under the Indenture, the Company shall
         appoint a new trustee thereunder pursuant to the applicable provisions
         of the Indenture.

                  (n)      The Company may require each Holder of Securities to
         be sold pursuant to the Shelf Registration Statement to furnish to the
         Company such information, including the information specified in Item
         507 or Item 508 of Regulation S-K, as applicable, under the Securities
         Act, regarding the Holder and the distribution of the Securities as the
         Company may from time to time reasonably require for inclusion in the
         Shelf Registration Statement, and the Company may exclude from such
         registration the Securities of any Holder that fails to furnish such
         information within a reasonable time after receiving such request. The
         failure to include in the Shelf Registration Statement any Holder who
         shall have not provided all such information shall not constitute a
         Registration Default (as defined in Section 6(a) hereof). The Company
         may require each Holder as to which a Shelf Registration Statement is
         effected to


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         furnish, update or confirm promptly to the Company information
         regarding the Holder and the distribution of Securities required to be
         disclosed in order to make the information previously furnished to the
         Company by such Holder not materially misleading.

                  (o)      The Company shall enter into such customary
         agreements (including, if requested, an underwriting agreement in
         customary form) and take a such other action, if any, as any Holder of
         the Securities shall reasonably request in order to facilitate the
         disposition of the Securities pursuant to any Shelf Registration.

                  (p)      In the case of any Shelf Registration, the Company
         shall (i) upon reasonable notice and during normal business hours, make
         reasonably available for inspection by any underwriter participating in
         any disposition pursuant to the Shelf Registration Statement and any
         attorney, accountant or other agent retained by such Holders of the
         Securities or any such underwriter all relevant financial and other
         records, pertinent corporate documents and properties of the Company
         and (ii) use its reasonable best efforts to cause the Company's
         officers, directors, employees, accountants and auditors to supply all
         relevant information reasonably requested by any such underwriter,
         attorney, accountant or agent in connection with the Shelf Registration
         Statement, in each case, as shall be reasonably necessary to enable
         such persons, to conduct a reasonable investigation within the meaning
         of Section 11 of the Securities Act; provided, however, that any
         information that is designated in writing by the Company in good faith
         as confidential at the time of delivery of such information shall be
         kept confidential by such Holder or any such underwriter, attorney,
         accountant or agent, unless such disclosure is made in the public
         generally or through a third party without an accompanying obligation
         of confidentiality; and provided, further, that the foregoing
         inspection and information gathering shall be coordinated on behalf of
         the Initial Purchasers by you and on behalf of the other parties, by
         one counsel designated by and on behalf of such other parties as
         described in Section 4 hereof.

                  (q)      In the case of any Shelf Registration, the Company,
         if requested by any Holder of Securities covered thereby, shall cause
         (i) its counsel to deliver an opinion and updates thereof relating to
         the Securities in customary form and substance substantially similar to
         that customarily delivered in public offerings of Securities addressed
         to such Holders and the managing underwriters, if any, thereof and
         dated, in the case of the initial opinion, the effective date of such
         Shelf Registration Statement; (ii) its officers to execute and deliver
         all customary documents and certificates


                                       13
<PAGE>   14

         and updates thereof requested by any underwriters of the applicable
         Securities and (iii) its independent public accountants to provide to
         the selling Holders of the applicable Securities and any underwriter
         therefor a comfort letter in customary form and covering matters of the
         type customarily covered in comfort letters in connection with primary
         underwritten offerings, subject to receipt of appropriate documentation
         as contemplated, and only if permitted, by Statement of Auditing
         Standards No. 72.

                  (r)      In the case of the Registered Exchange Offer, if
         requested by any Initial Purchaser or any known Participating
         Broker-Dealer, the Company shall cause (i) its counsel to deliver to
         such Initial Purchaser or such Participating Broker-Dealer a signed
         opinion in the form set forth in Section 6(c) of the Purchase Agreement
         with such changes as are customary in connection with the preparation
         of a Registration Statement and (ii) its independent public accountants
         to deliver to such Initial Purchaser or such Participating
         Broker-Dealer a comfort letter, in customary form, meeting the
         requirements as to the substance thereof as set forth in Section 6(a)
         of the Purchase Agreement, with appropriate date changes.

                  (s)      If a Registered Exchange Offer or a Private Exchange
         is to be consummated, upon delivery of the Initial Securities by
         Holders to the Company (or to such other Person as directed by the
         Company) in exchange for the Exchange Securities or the Private
         Exchange Securities, as the case may be, the Company shall mark, or
         cause to be marked, on the Initial Securities so exchanged that such
         Initial Securities are being canceled in exchange for the Exchange
         Securities or the Private Exchange Securities, as the case may be; in
         no event shall the Initial Securities be marked as paid or otherwise
         satisfied.

                  (t)      The Company will use its reasonable best efforts to
         (i) if the Initial Securities have been rated prior to the initial sale
         of such Initial Securities, confirm such ratings will apply to the
         Securities covered by a Registration Statement, or (ii) if the Initial
         Securities were not previously rated, cause the Securities covered by a
         Registration Statement to be rated with the appropriate rating
         agencies, if so requested by Holders of a majority in aggregate
         principal amount of Securities covered by such Registration Statement,
         or by the managing underwriters, if any.

                  (u)      In the event that any broker-dealer registered under
         the Exchange Act shall underwrite any Securities to be sold pursuant to
         the Shelf Registration Statement or participate as a member of an
         underwriting


                                       14
<PAGE>   15

         syndicate or selling group or "assist in the distribution" (within the
         meaning of the Conduct Rules (the "RULES") of the National Association
         of Securities Dealers, Inc. ("NASD")) thereof, whether as a Holder of
         such Securities or as an underwriter, a placement or sales agent or a
         broker or dealer in respect thereof, or otherwise, the Company will
         assist such broker-dealer in complying with the requirements of such
         Rules, including, without limitation, by (i) if such Rules, including
         Rule 2720, shall so require, engaging a "qualified independent
         underwriter" (as defined in Rule 2720) to participate in the
         preparation of the Registration Statement relating to such Securities,
         to exercise usual standards of due diligence in respect thereto and, if
         any portion of the offering contemplated by such Registration Statement
         is an underwritten offering or is made through a placement or sales
         agent, to recommend the yield of such Securities, (ii) indemnifying any
         such qualified independent underwriter to the extent of the
         indemnification of underwriters provided in Section 5 hereof and (iii)
         providing such information to such broker-dealer as may be required in
         order for such broker-dealer to comply with the requirements of the
         Rules.

                  (v)      The Company shall use its best efforts to take all
         other steps necessary to effect the registration of the Securities
         covered by a Registration Statement contemplated hereby.

         4.       Registration Expenses. (a) All expenses incident to the
Company's performance of and compliance with this Agreement will be borne by the
Company, regardless of whether a Registration Statement is ever filed or becomes
effective, including without limitation:

                           (i)      all registration and filing fees and
                  expenses;

                           (ii)     all fees and expenses of compliance with
                  federal securities and state "blue sky" or securities laws;

                           (iii)    all expenses of printing (including printing
                  certificates for the Securities to be issued in the Registered
                  Exchange Offer and the Private Exchange and printing of
                  prospectuses), messenger and delivery services and telephone;

                           (iv)     all fees and disbursements of counsel for
                  the Company;

                           (v)      all application and filing fees in
                  connection with listing the Exchange Securities on a national
                  securities exchange or


                                       15
<PAGE>   16


                  automated quotation system pursuant to the requirements
                  hereof; and

                           (vi)     all fees and disbursements of independent
                  certified public accountants of the Company (including the
                  expenses of any special audit and comfort letters required by
                  or incident to such performance).

        The Company will bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and
expenses of any person, including special experts, retained by the Company.

                  (b)      In connection with any Registration Statement
         required by this Agreement, the Company will reimburse the Initial
         Purchasers and the Holders of Transfer Restricted Securities who are
         tendering Initial Securities in the Registered Exchange Offer and/or
         selling or reselling Securities pursuant to the "Plan of Distribution"
         contained in the Exchange Offer Registration Statement or the Shelf
         Registration Statement, as applicable, for the reasonable fees and
         disbursements (which fees and disbursements shall be limited to
         $10,000) of not more than one counsel, who shall be Davis Polk &
         Wardwell unless another firm shall be chosen by the Holders of a
         majority in principal amount of the Transfer Restricted Securities for
         whose benefit such Registration Statement is being prepared.

         5.       Indemnification. (a) The Company will indemnify and hold
harmless each Holder of the Securities and any Participating Broker-Dealer and
each person, and their respective officers, directors and, in the case of
transactions pursuant to Section 3(o) hereof, underwriters and each person who
controls such Holder or such Participating Broker-Dealer within the meaning of
the Securities Act or the Exchange Act (each Holder, any Participating
Broker-Dealer and such controlling persons are referred to collectively as the
"Indemnified Parties") from and against any losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof (including, but
not limited to, any losses, claims, damages, liabilities or actions relating to
purchases and sales of the Securities) to which each Indemnified Party may
become subject under the Securities Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages, liabilities or actions arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement or prospectus or in any amendment or
supplement thereto or in any preliminary prospectus relating to a Shelf
Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary


                                       16
<PAGE>   17

to make the statements therein, in the light of the circumstances under which
they were made, not misleading, and shall reimburse, as incurred, the
Indemnified Parties for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof, provided, however, that (i) the Company
shall not be liable in any such case to the extent that such loss, claim,
damage, liability or action arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration in reliance
upon and in conformity with written information pertaining to such Holder and
furnished to the Company by or on behalf of such Indemnified Party or any
affiliate thereof specifically for inclusion therein and (ii) with respect to
any untrue statement or omission or alleged untrue statement or omission made in
any preliminary prospectus relating to a Shelf Registration Statement, the
indemnity agreement contained in this subsection (a) shall not inure to the
benefit of any Holder or Participating Broker-Dealer from whom the person
asserting any such losses, claims, damages or liabilities purchased the
Securities concerned (or any affiliate of such Holder or Participating
Broker-Dealer), to the extent that a prospectus relating to such Securities was
required to be delivered by such Holder or Participating Broker-Dealer under the
Securities Act in connection with such purchase and any such loss, claim, damage
or liability of such Holder or Participating Broker-Dealer or any affiliate
thereof results from the fact that there was not sent or given to such person,
at or prior to the written confirmation of the sale of such Securities to such
person, a copy of the final prospectus if the Company had previously furnished
copies thereof to such Holder or Participating Broker-Dealer; provided further,
however, that this indemnity agreement will be in addition to any liability
which the Company may otherwise have to such Indemnified Party. The Company
shall also indemnify underwriters, their officers and directors and each person
who controls such underwriters within the meaning of the Securities Act or the
Exchange Act to the same extent as provided above with respect to the
indemnification of the Holders of the Securities if requested by such Holders.

         (b)      Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act from
and against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Company or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or


                                       17
<PAGE>   18

are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, but
in each case only to the extent that the untrue statement or omission or alleged
untrue statement or alleged omission was made in reliance upon and in conformity
with written information pertaining to such Holder and furnished to the Company
by or on behalf of such Holder specifically for inclusion therein; and, subject
to the limitation set forth immediately preceding this clause, shall reimburse,
as incurred, the Company for any legal or other expenses reasonably incurred by
the Company or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder may
otherwise have to the Company or any of its controlling persons.

         (c)      Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 5,
notify the indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party (which consent shall
not be unreasonably withheld), be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof the indemnifying party will not be liable to such
indemnified party under this Section 5 for any legal or other expenses, other
than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes an
unconditional release of such indemnified party from all liability on any claims
that are the subject matter of such action, and does not include a statement as
to or an admission of fault, culpability or failure to act by or on behalf of
any indemnified party.


                                       18
<PAGE>   19

         (d)      If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to reflect
the relative benefits received by the indemnifying party or parties on the one
hand and the indemnified party on the other from the exchange of the Securities,
pursuant to the transactions contemplated by the applicable Registration
Statement or prospectus, or (ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the indemnifying party or parties on the
one hand and the indemnified party on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The amount
paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding any other
provision of this Section 5(d), the Holders of the Securities shall not be
required to contribute any amount in excess of the amount by which the net
proceeds received by such Holders from the sale of the Securities pursuant to a
Registration Statement exceeds the amount of damages which such Holders have
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls such indemnified party within the meaning of the Securities
Act or the Exchange Act shall have the same rights to contribution as such
indemnified party and each person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as the Company.

         (e)      The agreements contained in this Section 5 shall survive the
sale of the Securities pursuant to a Registration Statement and shall remain in
full force


                                       19
<PAGE>   20

and effect, regardless of any termination or cancellation of this Agreement or
any investigation made by or on behalf of any indemnified party.

         6.       Additional Interest Under Certain Circumstances. (a)
Additional interest (the "ADDITIONAL INTEREST") with respect to the Initial
Securities and the Private Exchange Securities shall be assessed as follows if
any of the following events occur (each such event in clauses (i) through (iv)
below a "REGISTRATION DEFAULT"):

                  (i)      any Registration Statement required by this Agreement
         is not filed with the Commission on or prior to the applicable Filing
         Deadline;

                  (ii)     any Registration Statement required by this Agreement
         is not declared effective by the Commission on or prior to the
         applicable Effectiveness Deadline;

                  (iii)    the Registered Exchange Offer has not been
         consummated on or prior to the Consummation Deadline; or

                  (iv)     any Registration Statement required by this Agreement
         has been declared effective by the Commission but (A) such Registration
         Statement thereafter ceases to be effective or (B) such Registration
         Statement or the related prospectus ceases to be usable in connection
         with resales of Transfer Restricted Securities during the periods
         specified herein because either (1) any event occurs as a result of
         which the related prospectus forming part of such Registration
         Statement would include any untrue statement of a material fact or omit
         to state any material fact necessary to make the statements therein in
         the light of the circumstances under which they were made not
         misleading, or (2) it shall be necessary to amend such Registration
         Statement or supplement the related prospectus, to comply with the
         Securities Act or the Exchange Act or the respective rules thereunder.

         Each of the foregoing will constitute a Registration Default
whatever the reason for any such event and whether it is voluntary or
involuntary or is beyond the control of the Company or pursuant to operation of
law or as a result of any action or inaction by the Commission.

         Additional Interest shall accrue on the Securities over and above the
interest set forth in the title of the Securities from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured, at a rate of 0.50% per
annum (the "ADDITIONAL INTEREST RATE") (regardless of the number of Registration
Defaults).


                                       20
<PAGE>   21

         (b)      A Registration Default referred to in Section 6(a)(iii) hereof
shall be deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus during any Suspension Period if
(i) such Registration Default has occurred solely as a result of (x) the filing
of a post-effective amendment to such Shelf Registration Statement to
incorporate annual audited financial information with respect to the Company
where such post-effective amendment is not yet effective and needs to be
declared effective to permit Holders to use the related prospectus or (y) other
material events, with respect to the Company that would need to be described in
such Shelf Registration Statement or the related prospectus and (ii) in the case
of clause (y), the Company is proceeding promptly and in good faith to amend or
supplement such Shelf Registration Statement and related prospectus to describe
such events; provided, however, that in any case if such Registration Default
occurs for a continuous period in excess of 30 days, Additional Interest shall
be payable in accordance with the above paragraph from the day such Registration
Default occurs until such Registration Default is cured.

         (c)      Any amounts of Additional Interest due pursuant to Section
6(a) above will be payable in cash on the regular interest payment dates with
respect to the Securities. The amount of Additional Interest will be determined
by multiplying the applicable Additional Interest rate by the principal amount
of the Initial Securities or Private Exchange Notes, as the case may be,
multiplied by a fraction, the numerator of which is the number of days such
Additional Interest rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months), and the denominator
of which is 360.

         (d)      "TRANSFER RESTRICTED SECURITIES" means each Security until (i)
the date on which such Security has been exchanged by a person other than a
broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of an Initial Security for an Exchange Security, the date on
which such Exchange Security is sold to a purchaser who receives from such
broker-dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (iii) the date on which
such Security has been effectively registered under the Securities Act and
disposed of in accordance with the Shelf Registration Statement or (iv) the date
on which such Security is distributed to the public pursuant to Rule 144 under
the Securities Act or is saleable pursuant to Rule 144(k) under the Securities
Act.

         7.       Rules 144 and 144A. The Company shall use its reasonable best
efforts to file the reports required to be filed by it under the Securities Act
and the Exchange Act in a timely manner and, if at any time the Company is not
required to file such reports, it will, upon the request of any Holder of
Transfer Restricted


                                       21
<PAGE>   22

Securities, make publicly available other information so long as necessary to
permit sales of their Transfer Restricted Securities pursuant to Rules 144 and
144A. The Company covenants that it will take such further action as any Holder
of Transfer Restricted Securities may reasonably request, all to the extent
required from time to time to enable such Holder to sell Transfer Restricted
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)). The Company will provide a copy of this Agreement to
prospective purchasers of Initial Securities identified to the Company by the
Initial Purchasers upon request. Upon the request of any Holder of Initial
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements. Notwithstanding the foregoing,
nothing in this Section 7 shall be deemed to require the Company to register any
of its securities pursuant to the Exchange Act.

         8.       Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("MANAGING UNDERWRITERS") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering (subject to the approval
(which approval shall not be unreasonably withheld) of the Company).

         No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such person's Transfer
Restricted Securities on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

         9.       Miscellaneous.

         (a)      Amendments and Waivers. The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, except by the Company and the
written consent of the Holders of a majority in principal amount of the
Securities affected by such amendment, modification, supplement, waiver or
consents.

         (b)      Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:


                                       22
<PAGE>   23

               (1)     if to a Holder of the Securities, at the most current
        address given by such Holder to the Company.

               (2)     if to the Initial Purchasers;

                       Credit Suisse First Boston Corporation
                       Eleven Madison Avenue
                       New York, NY  10010-3629
                       Fax No.: (212) 325-8278
                       Attention: Transactions Advisory Group

        with a copy to:

                       Davis Polk & Wardwell
                       450 Lexington Avenue
                       New York, NY  10017
                       Fax No.: (212) 450-4800
                       Attention: Sarah Beshar

               (3)     if to the Company, at its address as follows:

                       The Home Depot, Inc.
                       2455 Paces Ferry Road, NW
                       Atlanta, GA 30339
                       Fax No.: (770) 384-2753
                       Attention: Dennis J. Carey

        with a copy to:

                       The Home Depot, Inc.
                       2455 Paces Ferry Road, NW
                       Atlanta, GA 30339
                       Fax No.: (770) 384-2739
                       Attention: Kelly R. Caffarelli

        All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.


                                       23
<PAGE>   24

         (c)      No Inconsistent Agreements. The Company has not, as of the
date hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

         (d)      Third Party Beneficiaries. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder.

         (e)      Successors and Assigns. This Agreement shall be binding upon
the Company and its successors and assigns.

         (f)      Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (g)      Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

         (h)      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICT OF LAWS.

         (i)      Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.

         (j)      Securities Held by the Company. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
is required hereunder, Securities held by the Company or its affiliates (other
than subsequent Holders of Securities if such subsequent Holders are deemed to
be affiliates solely by reason of their holdings of such Securities) shall not
be counted in determining whether such consent or approval was given by the
Holders of such required percentage.


                                       24
<PAGE>   25

        If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the several Initial Purchasers and the Company in accordance with its
terms.

                               Very truly yours,


                               THE HOME DEPOT, INC




                               By: /s/ Dennis Carey
                                 ----------------------------------------
                                  Name: Dennis Carey
                                  Title: Executive Vice President and
                                         Chief Financial Officer


The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
INVEMED ASSOCIATES LLC

by:  CREDIT SUISSE FIRST BOSTON CORPORATION

        By: /s/ Andrew R. Taussig
           ------------------------------
           Name: Andrew R. Taussig
           Title: Managing Director


                                       25
<PAGE>   26

                                                                         ANNEX A




        Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 135 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."


<PAGE>   27

                                                                         ANNEX B




        Each broker-dealer that receives Exchange Securities for its own account
in exchange for Initial Securities, where such Initial Securities were acquired
by such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."


<PAGE>   28

                                                                         ANNEX C




                           PLAN OF DISTRIBUTION


        Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received
in exchange for Initial Securities where such Initial Securities were acquired
as a result of market-making activities or other trading activities. The
Company has agreed that, for a period of 135 days after the Expiration Date, it
will make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale. In addition, until [
__], 2001, all dealers effecting transactions in the Exchange Securities may be
required to deliver a prospectus.(1)

        The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

      For a period of 135 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or

---------------

         (1) In addition, the legend required by Item 502(e) of Regulation
S-K will appear on the back cover page of the Exchange Offer prospectus.


<PAGE>   29

supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealer) against certain liabilities, including liabilities under the
Securities Act.


<PAGE>   30

                                                                         ANNEX D





        [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.

               Name:
                    -------------------------------------
               Address:
                       ----------------------------------



If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities, it represents
that such Initial Securities were acquired by it as a result of market-making
activities or other trading activities, and acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Securities; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.