<PAGE>
                                                                   EXHIBIT 10.38













                             HOME DEPOT U.S.A., INC.
                     DEFERRED COMPENSATION PLAN FOR OFFICERS


               (As Amended and Restated Effective January 1, 2003)


<PAGE>

                            HOME DEPOT U.S.A., INC.
                     DEFERRED COMPENSATION PLAN FOR OFFICERS
               (As Amended and Restated Effective January 1, 2003)

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
<S>                                                                                           <C>
SECTION 1.        ESTABLISHMENT AND PURPOSE OF PLAN............................................ 1

   1.1.           ESTABLISHMENT AND RESTATEMENT OF PLAN........................................ 1

   1.2.           PURPOSE OF PLAN.............................................................. 1

SECTION 2.        DEFINITIONS.................................................................. 1

   2.1.           ACCOUNT...................................................................... 1

   2.2.           BASE COMPENSATION............................................................ 1

   2.3.           BONUS COMPENSATION........................................................... 1

   2.4.           BOARD........................................................................ 1

   2.5.           CHANGE IN CONTROL............................................................ 1

   2.6.           CODE......................................................................... 2

   2.7.           COMMITTEE.................................................................... 2

   2.8.           COMPANY...................................................................... 2

   2.9.           DEDUCTIBLE................................................................... 2

   2.10.          DISTRIBUTION DATE............................................................ 2

   2.11.          DISABILITY OR DISABLED....................................................... 2

   2.12.          EFFECTIVE DATE............................................................... 3

   2.13.          ELIGIBLE OFFICER............................................................. 3

   2.14.          EMPLOYMENT TERMINATION....................................................... 3

   2.15.          ENROLLMENT PERIOD............................................................ 3

   2.16.          EXCHANGE ACT................................................................. 3

   2.17.          HARDSHIP..................................................................... 3

   2.18.          NONDEDUCTIBLE................................................................ 3

   2.19.          NONDEDUCTIBLE COMPENSATION................................................... 3

   2.20.          PARENT COMPANY............................................................... 3

   2.21.          PARTICIPANT.................................................................. 4

   2.22.          PARTICIPATING COMPANY........................................................ 4

   2.23.          PLAN......................................................................... 4
</TABLE>


<PAGE>

<TABLE>
<S>                                                                                           <C>
   2.24.          PLAN YEAR....................................................................  4

   2.25.          RELATED COMPANY..............................................................  4

   2.26.          RETIREMENT DATE..............................................................  4

SECTION 3.        PARTICIPATION, CONTRIBUTIONS AND DEFERRALS...................................  4

   3.1.           ELIGIBILITY..................................................................  4

   3.2.           COMMENCEMENT OF PARTICIPATION................................................  4

   3.3.           PARTICIPANT DEFERRAL ELECTIONS...............................................  4

   3.4.           CONTINUANCE OF DEFERRAL ELECTION DURING SEVERANCE PERIOD.....................  5

   3.5.           REVOCATION/MODIFICATION OF DEFERRAL ELECTIONS................................  5

   3.6.           COMPANY DISCRETIONARY CONTRIBUTIONS..........................................  5

SECTION 4.        VESTING AND ADMINISTRATION OF ACCOUNTS.......................................  5

   4.1.           VESTING OF DEFERRALS.........................................................  5

   4.2.           CREDITS/DEBTS TO ACCOUNT.....................................................  6

   4.3.           ACCOUNT EARNINGS.............................................................  6

   4.4.           OWNERSHIP AND INVESTMENT OF ACCOUNTS.........................................  6

   4.5.           ESTABLISHMENT OF RABBI TRUST.................................................  6

SECTION 5.        DISPOSITION OF PARTICIPANT ACCOUNTS..........................................  6

   5.1.           PLAN DISTRIBUTION ELECTIONS..................................................  6

   5.2.           DISTRIBUTION DATE............................................................  7

   5.3.           FORM OF DISTRIBUTION.........................................................  7

   5.4.           HARDSHIP DISTRIBUTIONS.......................................................  7

   5.5.           IN-SERVICE DISTRIBUTIONS.....................................................  8

   5.6.           DISABILITY DISTRIBUTIONS.....................................................  8

   5.7.           DEATH DISTRIBUTIONS..........................................................  8

   5.8.           DISPOSITION OF ACCOUNT ON PLAN TERMINATION...................................  9

   5.9.           ACCOUNTING METHOD FOR DISTRIBUTIONS..........................................  9

   5.10.          DISTRIBUTIONS CAUSING LOSS OF COMPENSATION DEDUCTION.........................  9

   5.11.          TAX WITHHOLDING..............................................................  9

   5.12.          PRESUMED COMPETENCY..........................................................  9

   5.13.          FORFEITURE OF UNCLAIMED BENEFITS............................................. 10

SECTION 6.        COMMITTEE ADMINISTRATION..................................................... 10

   6.1.           PLAN COMMITTEE............................................................... 10
</TABLE>


<PAGE>

<TABLE>
<S>                                                                                           <C>
   6.2.           COMMITTEE ACTION.............................................................10

   6.3.           PLAN RULES AND REGULATIONS...................................................10

   6.4.           DETERMINATIONS BY COMMITTEE..................................................10

   6.5.           PLAN RECORDS.................................................................11

SECTION 7.        CLAIM AND REVIEW PROCEDURES..................................................11

   7.1.           CLAIMS PROCEDURE.............................................................11

   7.2.           REVIEW PROCEDURE.............................................................11

   7.2(a).        GENERAL PROCEDURES...........................................................11

   7.2(b).        DISABILITY CLAIMS............................................................12

   7.2(c).        PERIOD FOR REVIEW DECISION...................................................12

   7.2(d).        DECISIONS BY COMMITTEE.......................................................12

   7.2(e).        REVIEW DECISION..............................................................13

   7.3.           PROCEDURES APPLYING TO BOTH CLAIMS AND REVIEW PROCEDURES.....................13

   7.3(a).        METHOD OF NOTIFICATION.......................................................13

   7.3(b).        WHEN CLAIM OR APPEAL DEEMED FILED............................................13

   7.3(c).        TOLLING OF PERIOD FOR MAKING DECISION........................................13

   7.3(d).        RELEVANT DOCUMENTS...........................................................13

   7.3(e).        DISABILITY CLAIMS............................................................13

SECTION 8.        PARTICIPATION BY RELATED COMPANIES...........................................14

   8.1.           ADOPTION OF PLAN BY RELATED COMPANY..........................................14

   8.2.           WITHDRAWAL FROM PLAN BY RELATED COMPANY......................................14

   8.3.           OBLIGATION OF PARTICIPATING EMPLOYERS........................................14

SECTION 9.        MISCELLANEOUS PROVISIONS.....................................................14

   9.1.           AMENDMENT OR TERMINATION.....................................................14

   9.2.           PARTICIPANT'S RIGHTS UNSECURED...............................................14

   9.3.           NONTRANSFERABILITY/NONALIENABILITY...........................................15

   9.4.           PARTICIPANT OBLIGATION TO FURNISH INFORMATION................................15

   9.5.           NO RIGHT OF EMPLOYMENT.......................................................15

   9.6.           PLAN EXPENSES................................................................15

   9.7.           OFFSETS......................................................................15

   9.8.           SEVERABILITY.................................................................15

   9.9.           ENFORCEABILITY...............................................................15

   9.10.          LIMITATION OF ACTIONS........................................................15

   9.11.          GOVERNING LAW................................................................16
</TABLE>


<PAGE>

                             HOME DEPOT U.S.A., INC.
                     DEFERRED COMPENSATION PLAN FOR OFFICERS
               (As Amended and Restated Effective January 1, 2003)


                                   SECTION 1.
                        ESTABLISHMENT AND PURPOSE OF PLAN

1.1.     Establishment of Plan. The Compensation Committee of the Board of
         Directors of The Home Depot, Inc. adopted the Home Depot U.S.A., Inc.
         Deferred Compensation Plan For Officers effective March 1, 2002. The
         Plan is amended and restated, as set forth herein, effective January 1,
         2003 except as otherwise expressly provided herein.

1.2.     Purpose of Plan. The purpose of the Plan is to provide Eligible
         Officers an opportunity to defer to a future date the receipt of base
         and bonus compensation for services performed for the Participating
         Company. The Plan is intended to constitute, and shall be administered
         to qualify as, a "top hat" plan exempt from the requirements of the
         Employee Retirement Income Security Act of 1974, as amended, pursuant
         to Labor Reg. ss.2520.104-23 and shall be maintained strictly for a
         select group of management or highly compensated employees as
         contemplated by said regulation.

                                   SECTION 2.
                                   DEFINITIONS

2.1.     "Account" means the Participant's bookkeeping account established on
         the Company's records showing the amount of the Participant's Base
         Compensation and Bonus Compensation deferred pursuant to the
         Participant's election and any notional earnings accrued thereon.

2.2      "Base Compensation" means the Participant's base rate of compensation
         (including regular compensation, holiday, vacation, personal, sick and
         severance pay) payable for services performed for the Participating
         Company for the Plan Year, as adjusted to reflect increases and
         decreases to the base rate during the Plan Year.

2.3      "Bonus Compensation" means the Participant's bonus or incentive
         compensation payable for services performed for the Participating
         Company for the Plan Year, including any signing bonus and any
         incentive compensation payable to the Participant pursuant to the Home
         Depot U.S.A., Inc. Long-Term Performance Incentive Plan or the Home
         Depot U.S.A. Management Incentive Plan.

2.4      "Board" means the Company's Board of Directors.

2.5      "Change in Control" means a change in control of the Parent Company of
         a nature that would be required to be reported in response to Item 6(e)
         of Schedule 14A of Regulation 14A under the Exchange Act as in effect
         at the time of such change in control, provided that such a change in
         control shall be deemed to have occurred at such time as (1) any
         "person" (as that term is used in Sections 13(d) and 14(d) (2) of the
         Exchange Act), is or becomes the "beneficial owner," directly or
         indirectly, of securities representing twenty percent (20%) or more of
         the


                                       -1-
<PAGE>

         combined voting power for election of directors of the then outstanding
         securities of the Parent Company or any successor of the Parent
         Company; (2) during any period of two (2) consecutive years or less,
         individuals who at the beginning of such period constituted the board
         of directors of the Parent Company cease, for any reason, to constitute
         at least a majority of the board, unless the election or nomination for
         election of each new director was approved by a vote of at least
         two-thirds of the directors then still in office who were directors at
         the beginning of the period; (3) the stockholders of the Parent Company
         approve any merger or consolidation as a result of which the common
         stock of the Parent Company shall be changed, converted or exchanged
         (other than a merger with a wholly-owned subsidiary of the Parent
         Company) or any liquidation of the Parent Company or any sale or other
         disposition of fifty percent (50%) or more of the assets or earning
         power of the Parent Company; or (4) the stockholders of the Parent
         Company approve any merger or consolidation to which the Parent Company
         is a party as a result of which the persons who were stockholders of
         the Parent Company immediately before the effective date of the merger
         or consolidation shall have beneficial ownership of less than
         fifty-five percent (55%) of the combined voting power for election of
         directors of the surviving corporation following the effective date of
         such merger or consolidation.

2.6.     "Code" means the Internal Revenue Code of 1986, as amended.

2.7.     "Committee" means the Compensation Committee of the Board of Directors
         of The Home Depot, Inc.

2.8.     "Company" means Home Depot U.S.A., Inc., a Delaware corporation, with
         corporate offices at 2455 Paces Ferry Road, N.W., Atlanta, Georgia
         30339-4024.

2.9      "Deductible" means a distribution of Base Compensation or Bonus
         Compensation and earnings thereon for which the Participating Company
         is entitled to a compensation tax deduction.

2.10.    "Distribution Date" means the earliest of the following events: (1) a
         year elected by the Participant that is after the Plan Year for which
         the deferrals are made; or (2) the Participant's Employment Termination
         for any reason (including death and Disability) before the
         Participant's Retirement Date; or (3) the Participant's Retirement Date
         or, if elected by the Participant, the Participant's Retirement Date
         plus one (1) year; or (4) if elected by the Participant, the date of a
         Change in Control.

2.11.    "Disability" or "Disabled" means a physical or mental condition of the
         Participant which results in the Participant receiving benefits under
         the Participating Company's long term disability insurance plan, or in
         the event that the Participant is not participating in the
         Participating Company's long term disability insurance plan, means a
         physical or mental condition which in the judgment of the Committee,
         based on medical reports and other evidence satisfactory to the
         Committee, prevents the Participant from satisfactorily performing
         Participant's usual duties for the Participating Company or duties of
         such other job or position which the Participating Company makes
         available to the Participant and for which the Participant is qualified
         by reason of training, education or experience.

2.12.    "Effective Date" means January 1, 2003.


                                       -2-
<PAGE>

2.13.    "Eligible Officer" means an employee officer of the Participating
         Company who: (1) has completed at least thirty (30) days of employment
         with the Participating Company in an eligible position as defined in
         Section 2.13(2); and (2) who is an executive officer of the
         Participating Company (Chief Executive Officer, Executive Vice
         President, Senior Vice President or Division President) or who is a
         Vice President of a Participating Company; and (3) is part of a select
         group of management or highly compensated employees of the
         Participating Company within the meaning of Labor Reg. ss.2520.104-23.

2.14.    "Employment Termination" means the date that the Participant ceases to
         perform services for the Participating Company and is no longer on the
         Participating Company's active payroll; provided, however, that a
         Participant shall not be treated as having terminated employment with
         the Participating Company for purposes of Section 5 if, concurrently
         with or immediately after such termination, the Participant is employed
         by a subsidiary or affiliate of the Participating Company.

2.15.    "Enrollment Period" means the period established by the Committee
         before the beginning of each Plan Year, and the thirty (30) day period
         after first becoming eligible to participate in the Plan, during which
         Participant deferral and distribution elections must be made.

2.16     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

2.17.    "Hardship" means a severe financial hardship to the Participant
         resulting from a sudden and unexpected illness or accident of the
         Participant or the Participant's dependent (as defined in Code Section
         152(a)) loss of the Participant's property due to casualty or other
         similar extraordinary and unforeseeable circumstances arising as a
         result of events beyond the Participant's control. The need to send a
         Participant's child to college or the desire to purchase a home are not
         considered unforeseeable emergencies that qualify as a "hardship."
         After the Participant's death, the phrase "Participant's beneficiary"
         shall be substituted for the word "Participant" in the first sentence
         of this Section 2.17.

2.18     "Nondeductible" means a distribution of Base Compensation or Bonus
         Compensation and earnings thereon for which the Participating Company
         would not be entitled to a compensation tax deduction.

2.19     "Nondeductible Compensation" means Base Compensation or Bonus
         Compensation that in the year deferred is nondeductible by the Company
         and its affiliated companies pursuant to Code Section 162(m).

2.20     "Parent Company" means The Home Depot, Inc., a Delaware corporation,
         with corporate offices at 2455 Paces Ferry Road, N.W., Atlanta, Georgia
         30339-4024.

2.21     "Participant" means an Eligible Officer who has made a deferral
         election under the Plan and any former Eligible Officer who has an
         amount credited to an Account for his or her benefit under the Plan.

2.22     "Participating Company" means the Company, Home Depot Services LLC
         (effective upon organization) and any other Related Company that the
         Committee authorizes by appropriate


                                       -3-
<PAGE>
         resolution to participate in the Plan as to its Eligible Officers.

2.23     "Plan" means the Home Depot U.S.A., Inc. Deferred Compensation Plan for
         Officers as described herein and as amended from time to time.

2.24     "Plan Year" means the calendar year.

2.25     "Related Company" means any trade or business, whether or not
         incorporated, which is a member of a controlled group of corporations
         within the meaning of Code Section 414(b) that includes the Company, or
         is under common control with the Company within the meaning of Code
         Section 414(c), or is part of an affiliated service group within the
         meaning of Code Section 414(m) that includes the Company.

2.26     "Retirement Date" means the date of the Participant's Employment
         Termination on or after the Participant's attainment of age sixty (60).

                                   SECTION 3.
                           PARTICIPATION AND DEFERRALS

3.1.     Eligibility. Eligible Officers may participate in the Plan as provided
         in Section 3.2. The Committee shall communicate a summary of the terms
         and conditions of the Plan to Eligible Officers, in writing, as soon as
         administratively practicable after they become eligible.

3.2.     Commencement of Participation. Deferral elections are effective, and an
         Eligible Officer shall commence participation in the Plan, on the first
         day of the Plan Year following the date the Eligible Officer files his
         or her deferral election with the Committee in accordance with Section
         3.3. Notwithstanding the foregoing, an Eligible Officer who first
         becomes eligible during the Plan Year shall commence participation in
         the Plan on the first available payroll period after the Eligible
         Officer timely files his or her deferral election with the Committee in
         accordance with Section 3.3, provided, however, that such newly
         Eligible Officer shall be eligible to defer Bonus Compensation for such
         Plan Year only to the extent it is earned and payable after the
         effective date of such officer's deferral election.

3.3.     Deferral Elections. An Eligible Officer may elect during the Enrollment
         Period, in writing on forms approved by the Committee, to defer the
         receipt of a designated percentage of Base Compensation per payroll
         period that is earned and payable after the effective date of such
         election and a designated percentage of Bonus Compensation per payroll
         period that is payable after the effective date of such election and
         have such amount credited to the Participant's Account pursuant to the
         terms of the Plan. Deferral elections are effective at the time
         provided in Section 3.2. The Participant shall make a separate deferral
         election for Base and Bonus Compensation deferrals for each Plan Year.
         The minimum deferral each for Base Compensation and Bonus Compensation
         for any payroll period is One Thousand Dollars ($1,000.00) divided by
         the number of the Participant's remaining payroll periods for the Plan
         Year over which the deferral will be made. The maximum deferral is
         Fifty Percent (50%) of Base Compensation and One Hundred Percent (100%)
         of Bonus Compensation per payroll period. In no event may a Participant
         defer Base Compensation or Bonus Compensation for any payroll period to
         the extent the Participant has no Base or Bonus Compensation for such


                                      -4-
<PAGE>
         payroll period or to the extent the Participant's Base or Bonus
         Compensation is insufficient after other payroll deductions are made,
         in which case the Participant's Base and Bonus Compensation deferral
         shall be accordingly adjusted by the Committee for such payroll period.
         Notwithstanding the foregoing, deferrals under this Plan are made
         before any elective deferrals into the Participating Company's
         qualified retirement plans. Deferrals shall be deemed to be made first
         from Base or Bonus Compensation that is deductible to the Company and
         its affiliates before nondeductible Base or Bonus Compensation.

3.4      Continuance of Deferral Election During Severance Period. Deferral
         elections shall continue during any period that the Participant remains
         on the Participating Company's active payroll through salary
         continuation, severance or other similar payments made to the
         Participant through the Participating Company's payroll system.

3.5.     Revocation/Modification of Deferral Elections. Deferral elections made
         for a Plan Year are irrevocable and may not be revoked or modified by
         the Participant. Deferral elections shall be automatically revoked on
         the effective date of Plan termination and on the date the Participant
         becomes ineligible to participate in the Plan.

3.6      Discretionary Contributions. The Participating Company may make a
         discretionary contribution, such as a signing bonus, to the Plan to be
         credited to the Account of a designated Participant, to vest and to be
         distributed to the Participant at such times and in such manner as
         determined by the Company. The Committee shall communicate, in writing,
         to the Participant any special vesting and distribution provisions that
         apply to a discretionary contribution.

                                   SECTION 4.
                     VESTING AND ADMINISTRATION OF ACCOUNTS

4.1.     Vesting. Base Compensation and Bonus Compensation credited to a
         Participant's Account, and notional earnings thereon, shall be one
         hundred percent (100%) vested and non-forfeitable at all times;
         provided, however, that the Company may provide for a discretionary
         contribution made pursuant to Section 3.6 to vest over such period and
         in such installments as determined by the Company.

4.2.     Credits/Debts to Account. Base Compensation and Bonus Compensation
         deferred under this Plan pursuant to the Participant's election in
         accordance with Section 3.3 shall be credited to the Participant's
         Account as soon as administratively practical after the date the
         deferrals would otherwise have been payable to the Participant in
         accordance with the Participating Company's normal payroll practices.

4.3.     Account Earnings. As of the last day of each Plan Year, amounts
         credited to a Participant's Account shall be credited with notional
         earnings for the Plan Year equal to the yield on ten (10) year Treasury
         notes on the first business day of the Plan Year (the rate published
         for that day in the Wall Street Journal issued the following day) plus
         two and one-half percent (2.5%); provided, however, that the rate for
         the short 2002 Plan Year shall be 7.55%. Crediting of notional earnings
         shall be prorated for partial years of participation based on the
         number of days of participation during such Plan Year. Any change by
         the Committee in the method of


                                       -5-
<PAGE>

         crediting earnings shall be communicated to Participants in writing
         during the Enrollment Period for the Plan Year such change is to become
         effective and such change shall apply only to amounts credited to
         Participant Accounts on and after the first day of such Plan Year.

4.4.     Ownership and Investment of Accounts. Amounts credited to a
         Participant's Account may be kept in any investment vehicles or assets
         as may be selected by the Committee in its discretion. The
         Participating Company shall be the owner of all amounts credited to
         Participant Accounts until paid to the Participant pursuant to Section
         5.

4.5.     Establishment of Rabbi Trust. The Committee shall establish and fully
         fund an irrevocable grantor trust to provide itself a source of funds
         to satisfy its liability to Participants and their beneficiaries under
         the Plan. The Participating Company shall make cash contributions to
         the trust as soon as administratively practical after payroll
         deductions are made and as soon as administratively practical after the
         end of the Plan Year for notional earnings credited to Participant
         Accounts for the Plan Year. The Participating Company shall be the sole
         owner of the assets of the trust and trust assets shall be subject to
         the claims of the Participating Company's general creditors. The sole
         interest of the Participant and the Participant's beneficiaries to the
         assets of the trust shall be as a general creditor of the Participating
         Company.

                                   SECTION 5.
                       DISPOSITION OF PARTICIPANT ACCOUNTS

5.1.     Distribution Elections. Except as otherwise expressly provided herein,
         amounts credited to a Participant's Account for each Plan Year shall be
         paid to the Participant in accordance with the Participant's
         distribution election. The Participant shall make a separate
         distribution election for: (1) deferrals made each Plan Year and
         notional earnings thereon; and (2) for Disability distributions
         pursuant to Section 5.6; and (3) death distributions pursuant to
         Section 5.7. Distribution elections shall be in writing on forms
         approved by the Committee and shall specify a Distribution Date in
         accordance with Section 5.2, shall specify the form of distribution in
         accordance with Section 5.3, and shall be filed with the Committee
         during the Enrollment Period. A Participant may make a one (1) time
         change to his or her distribution election to elect a later
         Distribution Date in accordance with Section 5.2 and may make a one (1)
         time change to his or her distribution election to change the form of
         the distribution in accordance with Section 5.3; provided, however,
         that only the most recent election that is at least twelve (12) months
         from the Participant's elected Distribution Date shall control (or the
         Participant's first distribution election if Participant has less than
         twelve (12) months of Plan participation); any distribution election
         that is changed within twelve (12) months of the Distribution Date
         shall be ignored.


                                       -6-
<PAGE>
5.2.     Distribution Date. Distribution shall commence to the Participant, in
         the manner elected by the Participant in accordance with Section 5.3,
         during the month of December of the year of the Distribution Date for
         in-service distributions (other than pursuant to Section 5.5) and as
         soon as administratively practical after the next January 1 following
         the Distribution Date for all other distributions. Notwithstanding the
         foregoing, Disability, Hardship, Change in Control and in-service
         distributions pursuant to Section 5.5 shall be made as soon as
         administratively practical following the approval by the Committee of
         the Disability, Hardship distribution or the occurrence of a Change in
         Control or a request for an in-service distribution pursuant to Section
         5.5.

5.3.     Form of Distribution. Vested amounts credited to a Participant's
         Account shall, at the Participant's election, be payable to the
         Participant in a single sum cash payment or in substantially equal
         annual cash installments over not more than ten (10) years. Annual
         installment payments shall be calculated by dividing the Account
         balance by the remaining annual installments to be made.
         Notwithstanding the Participant's distribution election, payment shall
         be made to the Participant in a single sum cash distribution in
         accordance with Section 5.2 if: (1) the vested amount credited to the
         Participant's Account as of the Participant's Distribution Date is
         Twenty-Five Thousand Dollars ($25,000.00) or less; or (2) the
         Participant's employment with the Participating Company terminates for
         any reason other than death or Disability before the Participant's
         Retirement Date; or (3) the Participant has elected a distribution in
         connection with a Change in Control. In the event the Participant's
         employment with the Participating Company terminates for any reason
         other than death or Disability before the Participant's Retirement Date
         and the Participant is receiving distributions under the Plan, such
         distributions shall be accelerated and paid to the Participant in a
         single sum cash distribution.

5.4.     Hardship Distributions. In the event of a request by the Participant,
         or by the Participant's beneficiary after the Participant's death, for
         distribution due to Hardship, and a finding by the Committee that a
         Hardship exists, deferrals pursuant to Section 3.3 shall cease for a
         period of twelve (12) months from the date of a Hardship distribution
         pursuant to this section and vested amounts credited to the
         Participant's Account shall be paid to the Participant in a single sum
         cash payment as soon as administratively practicable after the date of
         the Hardship. Notwithstanding the foregoing: (1) payment shall be
         limited to the amount reasonably necessary to satisfy the Hardship, and
         (2) payment shall not be made to the extent that the Hardship is or may
         be relieved through reimbursement or compensation by insurance or
         otherwise, by liquidation of the Participant's assets, to the extent
         the liquidation of such assets would not itself cause several financial
         hardship, or by cessation of deferrals under this Plan. Any decision of
         the Committee with respect to the application of the provisions of this
         section shall have a presumption of correctness, and the burden shall
         be on Participant to rebut such presumption by a preponderance of the
         evidence. The Participant shall be provided with a reasonable
         opportunity to present any and all evidence on his or her behalf.

5.5.     In-Service Distributions With Penalty. A Participant may request, on
         forms approved by the Committee, a minimum distribution of One Thousand
         Dollar ($1,000.00) and a maximum distribution of one hundred percent
         (100%) of the Participant's vested total Account balance at any time
         for any reason, provided that the Participant shall forfeit to the
         Participating Company Ten Percent (10%) of the amount of the requested
         distribution. Said distribution


                                       -7-
<PAGE>
         shall be paid to the Participant in a single sum distribution as soon
         as administratively practical after receipt by the Committee of the
         Participant's signed and completed distribution request form. All
         deferrals pursuant to Section 3.3 shall cease for a period of twelve
         (12) months from the date of a distribution pursuant to this Section
         5.5.

5.6.     Disability Distributions. If a Participant becomes Disabled before the
         Participant's Retirement Date, vested amounts credited to the
         Participant's Account shall be distributed to the Participant, in
         accordance with the Participant's Disability distribution election in
         accordance with Sections 5.2 and 5.3. Any decision of the Committee
         with respect to the application of the provisions of this section shall
         have a presumption of correctness, and the burden shall be on
         Participant to rebut such presumption by a preponderance of the
         evidence. The Participant shall be provided with a reasonable
         opportunity to present any and all evidence on his or her behalf.

5.7.     Death Distributions. If a Participant dies before distribution of all
         the amounts credited to the Participant's Account, any vested amounts
         remaining in the Participant's Account shall be distributed to the
         deceased Participant's designated beneficiary or beneficiaries in the
         form specified by the Participant in accordance with Sections 5.2 and
         5.3. If distributions have already commenced before the Participant's
         death, the Participant's designated beneficiary will continue to
         receive payments according to the same schedule as had been made to the
         Participant before his or her death. All beneficiary designations shall
         be in writing on forms approved by the Committee and shall be filed
         with the Committee. A Participant may, at any time, revoke or change
         any beneficiary designation by filing a new written designation with
         the Committee. If there is no effective beneficiary designation filed
         with the Committee at the time of the Participant's death, distribution
         of amounts otherwise payable to the deceased Participant under the Plan
         shall be paid in a single sum cash distribution to the personal
         representative of the Participant's estate as a part of the
         Participant's estate in accordance with Section 5.2. If a beneficiary
         designated by the Participant to receive the Participant's benefits
         shall survive the Participant but die before receiving all
         distributions hereunder, the balance thereof shall be paid in a single
         sum cash distribution to such deceased beneficiary's estate in a single
         sum distribution as soon as administratively practical after your
         beneficiary's death. The Committee, upon making a reasonable effort to
         ascertain the identity of the proper beneficiary or beneficiaries to
         receive any amounts payable pursuant to these provisions shall be
         entitled to rely on information reasonably available to it, and upon
         making any payments provided herein to any beneficiary believed in good
         faith by the Committee to be entitled thereto, shall have no further
         liability to any person for such payments.

5.8.     Disposition of Account on Plan Termination. Upon termination of the
         Plan, distribution of vested Accounts shall be made, at the time and in
         the form elected by the Participant, according to the distribution
         election on file with the Committee at the time of such termination.

5.9.     Accounting Method For Distributions. Distributions shall be made first,
         in descending order, from the portion of the Participant's Account
         earning the highest rate of notional earnings. For portions of
         Participant's Account earning the same rate of notional earnings,
         distribution shall made first from the oldest such Account in
         chronological order (first in-first out method). Debits and offsets
         shall be made first, in descending order, from the Nondeductible
         portion of the Participant's Account earning the


                                       -8-
<PAGE>
         highest rate of notional earnings and then, in descending order, from
         the Deductible portion of the Participant's Account earnings the
         highest rate of notional earnings.

5.10.    Distributions Causing Loss of Compensation Deduction. Notwithstanding
         the Participant's distribution election, no distribution shall be made
         to the extent the distribution would cause the Participant to have
         compensation from the Company and its affiliated companies for any year
         in excess of $1 million and that is nondeductible by the Company and
         its affiliated companies pursuant to Code Section 162(m). Any
         distribution not made because of this limitation shall be distributed
         in the first subsequent year in which the distribution would not cause
         the loss of the Company's or its affiliated companies' compensation tax
         deduction. This section shall not apply to: (1) Nondeductible
         Compensation; (2) death distributions pursuant to Section 5.7; (2)
         Disability distributions pursuant to Section 5.6; (3) In-Service
         distributions pursuant to Section 5.5; (4) Hardship Distributions
         pursuant to Section 5.4; (5) Change in Control distributions; and (6)
         distributions made with respect to compensation deferred for the 2002
         Plan Year, including earnings thereon.

5.11.    Tax Withholding. The Committee shall deduct from distributions under
         the Plan any federal, state or local tax withholding or other taxes or
         charges that the Participating Company is required to deduct under
         applicable law. The Participating Company shall be entitled to deduct
         from other compensation payable to the Participant, any employment or
         other tax required to be withheld as amounts are deferred under the
         Plan and the Participating Company may adjust the Participant's
         deferral election to cover required tax withholdings.

5.12.    Presumed Competency. Every person receiving or claiming payments under
         the Plan shall be conclusively presumed to be mentally competent until
         the date on which the Committee receives a written notice in a form and
         manner acceptable to the Committee that such person is incompetent and
         that a guardian, conservator or other person legally vested with the
         interest of his or her estate has been appointed. In the event a
         guardian or conservator of the estate or any person receiving or
         claiming payments under the Plan shall be appointed by a court of
         competent jurisdiction, payments under the Plan may be made to such
         guardian or conservator provided that the proper proof of appointment
         and continuing qualification is furnished in a form and manner
         acceptable to the Committee. Any such payments so made shall be a
         complete discharge of any liability or obligation of Participating
         Company or the Committee regarding such payments.

5.13.    Forfeiture of Unclaimed Benefits. Each Participant shall keep the
         Committee informed of his or her current address and the current
         address of his or her beneficiary. The Committee shall not be obligated
         to search for the whereabouts of any person. If the Committee is unable
         to locate any person to whom a payment is due under the Plan or a
         distribution payment check is not presented for payment, such payment
         shall be irrevocably forfeited two (2) years after the date on which
         the payment was first due. Forfeited payments shall be returned to the
         source of the payment (e.g., if benefits are funded through
         contributions by the Participating Company from its general assets, the
         forfeited payment shall be returned to the Participating Company; if
         the forfeited benefit payment is made from trust funds, the forfeited
         payment shall revert to the trust from which the payment was made).


                                       -9-
<PAGE>
                                   SECTION 6.
                            COMMITTEE ADMINISTRATION

6.1.     Plan Committee. The Plan shall be administered by the Committee. A
         Participant who is also a member of the Committee shall not participate
         in any decision involving an election made by him or her or relating in
         any way to his or her individual rights, duties and obligations as a
         Participant under the Plan (other than decisions that affect all
         Participants). The Committee may appoint an administrative committee or
         one or more employees or agents to assist it in administration of the
         Plan and may delegate its duties under the Plan to such committee,
         employees or agents. Any references in the Plan to the Committee shall
         be to the administrative committee or such other designated agent to
         the extent the Committee has delegated its duties under the Plan to an
         administrative committee or other agent.

6.2.     Committee Action. A majority of the Committee shall constitute a quorum
         for the transaction of business. All actions taken by the Committee at
         a meeting shall be by the vote of a majority of those present at such
         meeting but any action may be taken by the Committee without a meeting
         upon written consent signed by all of the members of the Committee.

6.3.     Plan Rules and Regulations. The Committee may from time to time
         establish rules and regulations for the administration of the Plan and
         adopt standard forms for such matters as elections, beneficiary
         designations and applications for benefits, provided such rules and
         forms are not inconsistent with the provisions of the Plan.

6.4.     Determinations by Committee. All determinations of the Committee,
         including, but not limited to, all questions of construction and
         interpretation, shall be final, binding and conclusive on all parties
         and the Committee shall have complete discretion in making such
         determinations.

6.5.     Plan Records. The Committee shall be responsible for maintaining books
         and records for the Plan.

                                   SECTION 7.
                           CLAIM AND REVIEW PROCEDURES

7.1.     Claims Procedure: Any person who believes he or she is being denied
         rights or benefits under the Plan may file a written claim with the
         Committee, containing the claimant's name, mailing address, telephone
         number and a detailed description of the claim or dispute. The
         Committee shall notify the claimant of its decision if a claim is
         denied in whole or part. The notification will be given within 90 days
         (45 days for disability benefit claims) after the claim is filed, or
         within 180 days (75 days for disability claims) if special
         circumstances require an extension of time for processing the claim (in
         the case of disability claims due to matters beyond the Plan's control)
         and written notice of the extension, the circumstances and the date the
         Plan expects to make its decision is given to the claimant within the
         initial 90 day period (45 day period for disability claims). The
         notification shall be written in a manner calculated to be understood
         by the claimant and shall contain: (1) specific reasons for the denial,


                                      -10-
<PAGE>
         (2) specific reference to Plan provisions on which the decision is
         based, (3) a description of any necessary additional material or
         information and an explanation of why it is necessary, and (4)
         information as to the steps to be taken and time limits for submitting
         a request for review, including a statement of the claimant's right to
         bring a civil action under ERISA Section 502(a) after an adverse
         benefit determination on review. The processing of a disability benefit
         claim may be extended an additional 30 days beyond the first 30 day
         extension if written notice of the extension, the circumstances and the
         date the Plan expects to make its decision is given to the claimant
         before the expiration of the first 30 day extension. In the case of any
         extension of time for processing a disability benefit claim, the notice
         of extension shall explain the standards on which entitlement to a
         benefit is based, the unresolved issues that prevent a decision on the
         claim and the additional information needed to resolve those issues and
         the claimant shall be afforded at least 45 days within which to provide
         the specified information. If notification is not given by the
         Committee within the periods set forth above, the claim will be
         considered denied as of the last day of such period and the claimant
         may request review of the claim.

7.2.     Review Procedure:

(a)      General Procedures. Within 60 days (180 days for disability benefit
         claims) of receipt by the claimant of the written notice of denial of
         the claim, or within 60 days (180 days for disability benefit claims)
         after the claim is deemed denied, the claimant may file an appeal of an
         adverse benefit determination with the Committee for a full and fair
         review of the denied claim. The claimant may submit written comments,
         documents, records and other information relating to the claim. Upon
         request, the claimant shall be provided, free of charge, reasonable
         access to and copies of all documents, records and other information
         relevant to the claim. The review decision shall take into account all
         comments, documents, records and other information submitted by the
         claimant relating to the claim without regard to whether such
         information was submitted or considered in the initial benefit
         determination. In the event of an adverse benefit determination on
         review, the Committee shall provide access to, and copies of, relevant
         documents, records and other information.

(b)      Disability Claims. The following special rules apply to review
         decisions on disability benefit claims: (1) the review shall not afford
         deference to the initial adverse benefit determination and shall be
         conducted by an appropriate named Plan fiduciary who is neither the
         individual who made the adverse benefit determination that is the
         subject of the appeal nor the subordinate of such individual; and (2)
         in deciding an appeal of any adverse benefit determination that is
         based in whole or in part on a medical judgment, the appropriate named
         fiduciary shall consult with a healthcare professional who has
         appropriate training and experience in the field of medicine involved
         in the medical judgment and who is neither an individual who was
         consulted in connection with the adverse benefit determination that is
         the subject of the appeal nor the subordinate of any such individual;
         and (3) the review decision shall identify the medical or vocational
         experts whose advice was obtained on the Plan's behalf in connection
         with a claimant's adverse benefit determination, without regarding to
         whether the advice was relied upon in making the benefit determination.


                                      -11-
<PAGE>
(c)      Period For Review Decision. The Committee shall make its review
         decision within 60 days (45 days for disability benefit claims) after
         the receipt of the claimant's request for review, unless special
         circumstances require an extension of time, in which case the 60 day
         period (45 day period for disability benefit claims) may be extended to
         120 days (90 for disability benefit claims). The Committee shall notify
         the claimant in writing of any extension before the end of the initial
         60-day period (45 day period for disability benefit claims), explaining
         the circumstances requiring the extension and the date the Plan expects
         to make the determination on review.

(d)      Decisions By Committee. Benefit determinations by the Committee, if the
         Committee holds regularly scheduled meetings at least quarterly, shall
         be made no later than the date of the meeting after the Plan's receipt
         of a request for review. If the request for review is filed within 30
         days preceding the date of such meeting, the benefit determination may
         be made by no later than the date of the second meeting after the
         Plan's receipt of the request for review. If special circumstances
         require a further extension of time for processing, a benefit
         determination shall be made not later than the third meeting of the
         Committee after the Plan's receipt of the request for review. The
         Committee shall provide the claimant with written notice of any
         extension, describing the special circumstances and the date as of
         which the benefit determination will be made, before the commencement
         of the extension. The Committee shall notify the claimant of the
         benefit determination not later than 5 days after the benefit
         determination is made.

(e)      Review Decision. An adverse benefit determination on review shall set
         forth, in a manner calculated to be understood by the claimant: (1) the
         specific reason or reasons for the adverse determination; (2) reference
         to the specific plan provisions on which the benefit determination is
         based; (3) a statement that the claimant is entitled to receive, upon
         request and free of charge, reasonable access to, and copies of, all
         documents, records, and other information relevant to the claimant's
         claim for benefits; and (4) a statement describing the claimant's right
         to bring an action under ERISA Section 502(a).

7.3.     Procedures Applying To Both Claims and Review Procedures:

(a)      Method of Notification. Notice of the Committee's adverse benefit
         determination may be by written or electronic notification. Any
         electronic notification shall comply with the standards imposed by 29
         CFR 2520.104b-1(c)(1)(i), (iii) and (iv).

(b)      When Claim or Appeal Deemed Filed. A claim or appeal shall be
         considered filed when received by the Committee regardless of whether
         all the information necessary to make a benefit determination
         accompanies the filing.

(c)      Tolling of Period for Making Decision. If a time period is extended
         because of the claimant's failure to submit information necessary to
         decide a claim, the period for making the benefit determination shall
         be tolled from the date notification of the extension is sent to the
         claimant until the date the claimant responds to the request for
         additional information.


                                      -12-
<PAGE>

(d)      Relevant Documents. A document, record or other information shall be
         considered relevant to a claim if it: (1) was relied upon in making the
         benefit determination, (2) was submitted, considered or generated in
         making the benefit determination, regardless of whether it was relied
         upon in making the benefit determination, or (3) demonstrates
         compliance with the administrative processes and safeguards required in
         making the benefit determination.

(e)      Disability Claims. If an internal rule, guideline, protocol, or other
         similar criterion is relied upon in making an adverse claim or review
         determination, either the specific rule, guideline, protocol, or other
         similar criterion, or a statement that such a rule, guideline,
         protocol, or other similar criterion was relied upon in making the
         adverse determination shall be stated in the claim and review decisions
         and that a copy of such rule, guideline, protocol, or other criterion
         will be provided free of charge to the claimant upon request.

                                   SECTION 8.
                       PARTICIPATION BY RELATED COMPANIES

8.1      Adoption of Plan by Related Company. The Committee may designate a
         Related Company to become a Participating Company in the Plan as to its
         Eligible Officers. Any Related Company so designated may adopt the Plan
         and become a Participating Company by resolution of its Board of
         Directors, as of the effective date provided in such resolution.
         Participating Companies shall be subject to the terms and provisions of
         the Plan. By adopting the Plan, the Related Company designates the
         Company to administer the Plan and to amend or terminate the Plan
         pursuant to Article 9.

8.2      Withdrawal From Plan by Related Company. A Participating Company that
         wishes to withdraw from the Plan shall deliver to the Company a
         resolution of its Board of Directors which authorizes its withdrawal as
         a Participating Company. The Board may at any time, in its sole
         discretion, determine that a Participating Company shall no longer
         participate in the Plan and may direct that the Participating Company
         withdraw from the Plan.

8.3      Obligation of Participating Company. Each Related Company adopting the
         Plan agrees to make all payments required to be made under the Plan or
         provided to or on behalf of the Participants employed by such
         Participating Company, and agrees that the liability for making such
         payments and providing such benefits shall be the sole and exclusive
         obligation of such Participating Company. Each Related Company by
         adopting this Plan agrees to pay all fees and reimburse all expenses to
         the Company as required by the Company and as agreed to by the parties
         in connection with the administration of this Plan.

                                   SECTION 9.
                            MISCELLANEOUS PROVISIONS

9.1.     Amendment or Termination. The Company reserves the right to amend,
         modify, terminate or discontinue the Plan at any time by appropriate
         action taken by


                                      -13-
<PAGE>
         the Committee, provided, however, that no such action shall reduce the
         amounts then credited to any Account of any Participant except for
         reductions necessitated by the claims of the Participating Company's
         general creditors as contemplated by Section 9.2, Plan expenses
         contemplated by Section 9.6 and offsets contemplated by Section 9.7.

9.2.     Participant's Rights Unsecured. The Participating Company shall remain
         the owner of amounts deferred under the Plan. The Participant and the
         Participant's beneficiary have only the Participating Company's
         unsecured promise to pay. The rights accruing to the Participant and
         the Participant's beneficiary are those of an unsecured general
         creditor of the Participating Company. Any contract, policy or other
         asset which the Participating Company may utilize to assure itself of
         the funds to make payment shall not serve in any way as security to the
         Participant or beneficiary for the Participating Company's obligations
         under the Plan. Accounts established under the Plan are for bookkeeping
         purposes only and shall not be considered to create a fund for the
         Participant or beneficiary.

9.3.     Nontransferability/Nonalienability. No right of any Participant or
         beneficiary to receive any Plan payment shall be subject to alienation,
         transfer, sale, assignment, pledge, attachment, garnishment or
         encumbrance of any kind. Any attempt to alienate, sell, transfer,
         assign, pledge or otherwise encumber any such payments whether
         presently or thereafter payable shall be void.

9.4.     Participant Obligation to Furnish Information. Each person entitled to
         receive a Plan payment, whether a Participant, a duly designated
         beneficiary, a guardian or otherwise, shall provide the Committee with
         such information as it may from time to time deem necessary or in its
         best interest in administering the Plan. Any such person shall also
         furnish the Committee with such documents, evidence, data or other
         information as the Committee may from time to time deem necessary or
         advisable.

9.5.     No Right of Employment. The Plan shall not be deemed to constitute a
         contract of employment between a Participant and the Participating
         Company, nor shall any Plan provision restrict the right of the
         Participating Company to discharge a Participant, or restrict the right
         of a Participant to terminate his or her employment.

9.6.     Plan Expenses. Unless paid by the Participating Company, expenses of
         administering the Plan shall be paid by the Participants, except as
         otherwise provided herein, and shall be debited among Participant
         Accounts in proportion to the Participant's Account balance to total
         Account balances.


                                      -14-
<PAGE>
9.7.     Offsets. As a condition to eligibility to participate in the Plan, each
         Participant consents to the deduction from amounts otherwise payable
         under the Plan to the Participant and the Participant beneficiaries all
         amounts owed by the Participant to the Participating Company and the
         Participating Company and its affiliates to the maximum extent
         permitted by applicable law.

9.8      Severability. The invalidity or unenforceability of any provision in
         this Plan shall not in any way affect the validity or enforceability of
         any other provision and the Plan shall be construed in all respects as
         if such invalid or unenforceable provision had never been in the Plan.

9.9      Enforceability. The Plan shall be binding upon, inure to the benefit of
         and be enforceable by the Participating Company and Participants and
         their respective legal representatives, successors and assigns.

9.10.    Limitation of Actions. No lawsuit with respect to any benefit payable
         or other matter arising out or relating to the Plan may be brought
         before exhaustion of the claim and review procedures set forth in
         Section 7 and any lawsuit must be filed no later than one (1) year
         after a claim is denied or be forever barred.

9.11.    Governing Law. The Plan shall be construed, administered and governed
         in all respects under and by the applicable laws of the State of
         Georgia. By participating in the Plan, the Participant irrevocably
         consents to the exclusive jurisdiction of the courts of the State of
         Georgia and of any federal court located in Northern District of
         Georgia in connection with any action or proceeding arising out of or
         relating to the Plan, any document or instrument delivered pursuant to
         or in connection with the Plan.


                                      -15-