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                                                                   EXHIBIT 10.10

                                 THE HOME DEPOT

                              ESOP RESTORATION PLAN

                                 THE HOME DEPOT
                              ESOP RESTORATION PLAN

         Effective as of the 1st day of January, 1994, The Home Depot, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(the "Controlling Company"), hereby establishes The Home Depot ESOP Restoration
Plan.

                             BACKGROUND AND PURPOSE

         A.       Background. The Controlling Company sponsors The Home Depot
Employee Stock Ownership Plan ("the "ESOP"), an employee stock ownership plan
qualified under Sections 401(a) and 4975(e)(7) of the Internal Revenue Code of
1986, as amended (the "Code").

         B.       General Purpose. The primary purpose of the Plan is to provide
additional retirement income to certain key executive employees of the
Controlling Company and its affiliates that are participating companies in the
Plan, in order to reduce the impact of certain provisions of the Code that limit
the maximum benefits that may accrue under the ESOP. In particular, the
Controlling Company intends for the Plan to at least partially offset the
effects of the maximum compensation limitation under Code Section 401(a)(17), by
providing the amount of supplemental retirement income specified in the Plan.

         C.       Type of Plan. The Plan constitutes an unfunded, nonqualified
deferred compensation plan that benefits certain designated employees who are
within a select group of key management or highly compensated employees.

                             STATEMENT OF AGREEMENT

         To establish the Plan with the purposes and goals as hereinabove
described, the Controlling Company hereby sets forth the terms and provisions as
follows:


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page

<S>                                                                        <C>
ARTICLE I   DEFINITIONS ..............................................       1

       1.1  Account ..................................................       1
       1.2  Administrative Committee .................................       1
       1.3  Allocation Date ..........................................       1
       1.4  Beneficiary ..............................................       1
       1.5  Board ....................................................       1
       1.6  Code .....................................................       1
       1.7  Company ..................................................       1
       1.8  Company Stock ............................................       1
       1.9  Controlled Group .........................................       1
       1.10 Controlling Company ......................................       1
       1.11 Disability ...............................................       2
       1.12 Effective Date ...........................................       2
       1.13 Eligible Employee ........................................       2
       1.14 Employee .................................................       2
       1.15 ERISA ....................................................       2
       1.16 ESOP .....................................................       2
       1.17 Participant ..............................................       2
       1.18 Participating Company ....................................       2
       1.19 Plan .....................................................       2
       1.20 Plan Year ................................................       3
       1.21 Section 401(a)(17) Limitation ............................       3
       1.22 Stock Unit ...............................................       3
       1.23 Surviving Spouse .........................................       3
       1.24 Trust or Trust Agreement .................................       3
       1.25 Trustee ..................................................       3
       1.26 Trust Fund ...............................................       3

ARTICLE II  ELIGIBILITY AND PARTICIPATION ............................       4

       2.1  Eligibility ..............................................       4
       2.2  Participation ............................................       4
       2.3  Cessation of Eligibility and Participation ...............       4

ARTICLE III PARTICIPANTS' ACCOUNTS; BENEFITS AND CREDITING ...........       5

       3.1  Participants' Accounts ...................................       5
                  (a)     Establishment of Accounts ..................       5
                  (b)     Nature of Contributions and Accounts .......       5
       3.2  Benefit Amount ...........................................       5
                  (a)     Account Balance ............................       5
                  (b)     Amount Credited ............................       5
                  (c)     Crediting of Stock Units ...................       6
                  (d)     Cash Dividends .............................       6
                  (e)     Adjustments for Stock Dividends and Splits .       6
                  (f)     Value of Account ...........................       6
                  (g)     Value of Company Stock .....................       7
       3.3  Vesting ..................................................       7
       3.4  Notice to Participants of Account Balances ...............       7
       3.5  Good Faith Valuation Binding .............................       8
       3.6  Errors and Omissions in Accounts .........................       8
</TABLE>


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<TABLE>
<S>                                                                         <C>
ARTICLE IV  PAYMENT OF ACCOUNT BALANCES ..............................       9

       4.1  Benefit Payments .........................................       9
                  (a)     General Rule Concerning Benefit Payments ...       9
                  (b)     Timing of Distribution .....................       9
       4.2  Form of Distribution .....................................       9
       4.3  Beneficiary Designation ..................................      10
                  (a)     General ....................................      10
                  (b)     No Designation or Designee Dead or Missing .      10
       4.4  Taxes ....................................................      10

ARTICLE V   CLAIMS ...................................................      11

       5.1  Claims ...................................................      11
                  (a)     Initial Claim ..............................      11
                  (b)     Appeal .....................................      11
                  (c)     Satisfaction of Claims .....................      11

ARTICLE VI  SOURCE OF FUNDS; TRUST ...................................      12

       6.1  Source of Funds ..........................................      12
       6.2  Trust ....................................................      12

ARTICLE VII ADMINISTRATIVE COMMITTEE .................................      13

       7.1  Action ...................................................      13
       7.2  Rights and Duties ........................................      13
       7.3  Compensation, Indemnity and Liability ....................      14

ARTICLE VIII   AMENDMENT AND TERMINATION .............................      15

       8.1  Amendments ...............................................      15
       8.2  Termination of Plan ......................................      15

ARTICLE IX  MISCELLANEOUS ............................................      16

       9.1  Taxation .................................................      16
       9.2  No Employment Contract ...................................      16
       9.3  Headings .................................................      16
       9.4  Gender and Number ........................................      16
       9.5  Assignment of Benefits ...................................      16
       9.6  Legally Incompetent ......................................      16
       9.7  Governing Law ............................................      17
</TABLE>


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                                    ARTICLE I
                                   DEFINITIONS

         For purposes of the Plan, the following terms, when used with an
initial capital letter, shall have the meaning set forth below unless a
different meaning plainly is required by the context.


         1.1 Account shall mean, with respect to a Participant or his
Beneficiary, the total dollar amount, value and/or number of Stock Units
evidenced by the last balance posted in accordance with the terms of the Plan to
the account record established for such Participant or Beneficiary.

         1.2 Administrative Committee shall mean the administrative committee of
the ESOP, or such other committee as shall be appointed by the Board to
administer the Plan.

         1.3 Allocation Date shall mean the last day of each Plan Year.

         1.4 Beneficiary shall mean, with respect to a Participant, the
person(s) designated or otherwise determined in accordance with Section 4.3 to
receive any death benefits that may be payable under the Plan upon the death of
the Participant.

         1.5 Board shall mean the Board of Directors of the Controlling Company.
In the event the Plan provides that the Controlling Company shall act, such
action shall be taken by the Board unless the Board has authorized and directed
the Administrative Committee or other person or entity to act in its stead.

         1.6 Code shall mean the Internal Revenue Code of 1986, as amended.

         1.7 Company shall mean, collectively, the Controlling Company and each
of the other Participating Companies.

         1.8 Company Stock shall mean the $.05 par value per share voting common
stock of the Controlling Company.

         1.9 Controlled Group shall mean all of the companies that are either
(i) members of the same controlled group of corporations (within the meaning of
Code Section 414(b)), or (ii) under common control (within the meaning of Code
Section 414(c)), with the Controlling Company.

         1.10 Controlling Company shall mean The Home Depot, Inc., a Delaware
corporation with its principal place of business in Atlanta, Georgia.

         1.11 Disability shall mean, with respect to a Participant, his
disability as provided under the terms of the ESOP.

         1.12 Effective Date shall mean January 1, 1994, the date that the Plan
initially shall be effective; provided, for purposes of ERISA, the Plan shall be
established on the date it is approved by the Board.

         1.13 Eligible Employee shall mean, for a Plan Year, an individual:


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                  (a) Who is a member of a select group of highly compensated or
key management Employees of the Company;

                  (b) Who participates in and receives allocations under the
ESOP for such Plan Year; and

                  (c) Whose Compensation for such Plan Year exceeds the Section
401(a)(17) Limitation.

The Administrative Committee shall determine, from time to time and in its sole
discretion, which Employees satisfy said criteria, and the Administrative
Committee's determination shall be binding.

         1.14 Employee shall mean an individual who is considered an employee of
the Company for purposes of the ESOP.

         1.15 ERISA shall mean the Employee Retirement Income Security Act of
1974, as amended.

         1.16 ESOP shall mean The Home Depot Employee Stock Ownership Plan, an
employee stock ownership plan qualified under Code Sections 401(a) and
4975(e)(7) and sponsored by the Controlling Company, and all amendments thereto.

         1.17 Participant shall mean any individual who has been admitted to,
and has not been removed from, participation in the Plan pursuant to the
provisions of Article II.

         1.18 Participating Company shall mean, individually, the Controlling
Company and each of its affiliates that is a participating company in the ESOP,
unless the Board or Administrative Committee has specifically excluded such a
company from participation in the Plan.

         1.19 Plan shall mean The Home Depot ESOP Restoration Plan as contained
herein and all amendments hereto. The Plan is intended to be an unfunded,
nonqualified deferred compensation plan covering certain designated Employees
who are within a select group of key management or highly compensated Employees.

         1.20 Plan Year shall mean the 12-consecutive-month period ending on
December 31 of each year.

         1.21 Section 401(a)(17) Limitation shall mean the limitation imposed
under Code Section 401(a)(17) that establishes, subject to cost-of-living
adjustments, a maximum amount of compensation that can be taken into account for
any year under a retirement plan qualified under Code Section 401(a).

         1.22 Stock Unit shall mean an accounting entry on a Participating
Company's books, that is equal in value at any time to the current fair market
value of one share of Company Stock, and that represents an unsecured obligation
of the Participating Company to pay that amount to a Participant in accordance
with the terms of the Plan. A Stock Unit shall not carry any voting,


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dividend or other similar rights and shall not constitute an option or any other
right to acquire any equity securities of the Company.

         1.23 Surviving Spouse shall mean, with respect to a Participant, the
person who is treated as married to such Participant under the laws of the state
in which the Participant resides. The determination of a Participant's Surviving
Spouse shall be made as of the date of such Participant's death.

         1.24 Trust or Trust Agreement shall mean the separate agreement or
agreements between the Participating Companies and the Trustee governing the
creation of the Trust Fund, and all amendments thereto.

         1.25 Trustee shall mean the party or parties so designated from time to
time pursuant to the terms of the Trust Agreement.

         1.26 Trust Fund shall mean the total amount of Company Stock, cash and
other property held by the Trustee (or any nominee thereof) at any time under
the Trust Agreement.

                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

         2.1 Eligibility.

                  Each Eligible Employee for a Plan Year shall be eligible to
participate in the Plan for such Plan Year.

         2.2 Participation.

                  Each Eligible Employee for a Plan Year shall actively
participate in the Plan (that is, shall be an active Participant) for such Plan
Year only if (i) his employment, with the Company, all other members of the
Controlled Group and any other company that the Administrative Committee
designates for purposes of the Plan as an affiliate of the Company, does not
terminate prior to the March 1 succeeding such Plan Year, and (ii) he completes
such forms and provides such data, if any, as may be required by the
Administrative Committee as a precondition of participation in the Plan. Such
forms and data may include, without limitation, the Eligible Employee's
acceptance of the terms and conditions of the Plan and the designation of a
Beneficiary to receive any death benefits payable hereunder.

         2.3 Cessation of Eligibility and Participation.

                  If during a Plan Year an individual ceases to satisfy any of
the criteria that qualified him as an Eligible Employee, or if his employment,
with the Company, all members of the Controlled Group and any other company that
the Administrative Committee designates for purposes of the Plan as an affiliate
of the Company, ceases for any reason prior to the March 1 immediately
succeeding such Plan Year, his active participation (that is, his status as an
active Participant) in the Plan shall cease commencing with and for


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such Plan Year; provided, such employee shall remain an inactive Participant in
the Plan until the earlier of (i) the date the full value of his Account (if
any) is forfeited and/or paid in accordance with the terms of the Plan, or (ii)
the date he again becomes an Eligible Employee and qualifies under Section 2.2
to actively participate in the Plan. During the time that an employee is an
inactive Participant in the Plan, his Account shall continue to be adjusted for
cash dividends and changes in Company Stock as provided in Sections 3.2(d) and
(e).

                                   ARTICLE III
                 PARTICIPANTS' ACCOUNTS; BENEFITS AND CREDITING

         3.1 Participants' Accounts.

                  (a) Establishment of Accounts. The Administrative Committee
shall establish and maintain, on behalf of each Participant, an Account. Each
Account shall be credited with the amount of Stock Units described in Section
3.2. Each Account of a Participant shall be maintained until the value thereof
has been forfeited and/or paid to or on behalf of such Participant or his
Beneficiary.

                  (b) Nature of Contributions and Accounts. The Stock Units
credited to a Participant's Account shall be represented solely by bookkeeping
entries, and no moneys or other assets shall actually be set aside for such
Participant. Except as provided in Article VI, all payments to a Participant
under the Plan shall be made from the general assets of the Company. The
Administrative Committee or the Board shall allocate the total liability to pay
benefits under the Plan among the Participating Companies in such manner and
amount as the Administrative Committee or the Board (as applicable) in its sole
discretion deems appropriate. Any assets which may be acquired by a
Participating Company in anticipation of its obligations under the Plan shall be
part of the general assets of such Participating Company. A Participating
Company's obligation to pay benefits under the Plan constitutes a mere promise
of such Participating Company to pay such benefits, and a Participant or
Beneficiary shall be and remain no more than an unsecured, general creditor of
such Participating Company.

         3.2 Benefit Amount.

                  (a) Account Balance. A Participant's accrued benefit under the
Plan at any time shall be equal to the value of his Account balance; provided,
as described in Section 3.3 and Article IV, only the portion of a Participant's
Account balance that is vested shall be payable to him.

                  (b) Amount Credited. For each Plan Year, each active
Participant shall have credited to his Account an amount equal to the difference
between:

                           (i) the value of the shares of Company Stock that
         would have been allocated to his account under the ESOP as a


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         result of Company contributions (exclusive of forfeitures) actually
         made to the ESOP for such Plan Year, if the maximum dollar limit
         applied to the definition of "compensation" under the ESOP was $1
         million rather than the Section 401(a)(17) Limitation; and

                           (ii) the value of the shares of Company Stock
         actually allocated to his account under the ESOP for such Plan Year as
         a result of Company contributions actually made to the ESOP for such
         Plan Year;

provided, the value of the shares of Company Stock to be credited to a
Participant's Account under this section for a Plan Year, when aggregated with
the value of Company Stock and other assets allocated to the Participant's
account under the ESOP for such Plan Year as a result of (i) Company
contributions actually made to the ESOP for such Plan Year and (ii) forfeitures
allocated for such Plan Year, may not exceed the dollar or percentage limits
established for annual additions under Code Section 415 (that is, for 1994,
$30,000 or 25 percent of Form W-2 compensation) and, to the extent such maximum
limit would be exceeded, the amount otherwise to be credited to a Participant's
Account hereunder shall be reduced.

         (c) Crediting of Stock Units. The amount determined pursuant to
subsection (b) hereof for a Participant for a Plan Year shall be credited to his
Account as of the March 1 immediately succeeding such Plan Year and shall be
expressed in terms of whole and fractional Stock Units. The number of Stock
Units credited to a Participant's Account for a Plan Year shall be determined by
dividing (i) the amount determined for him in subsection (b) hereof for such
Plan Year, by (ii) the per share fair market value of Company Stock on the
Allocation Date for such Plan Year.

         (d) Cash Dividends. For Stock Units that have been credited to a
Participant's Account on or before a record date for Company Stock cash
dividends and that remain credited to his Account through the corresponding
dividend payment date, the Administrative Committee shall credit to such
Participant's Account a dollar amount equal to the amount of cash dividends that
would have been paid on his Stock Units if each Stock Unit constituted one share
of Company Stock. Such dollar amount then will be converted into a number of
Stock Units equal to the number of full and fractional shares of Company Stock
that could have been purchased, at fair market value on the dividend payment
date, with such dollar amount.

         (e) Adjustments for Stock Dividends and Splits. In the event of any
subdivision or combination of the outstanding shares of Company Stock, by
reclassification, stock split, reverse stock split or otherwise, or in the event
of the payment of a stock dividend on Company Stock, or in the event of any
other increase or decrease in the number of outstanding shares of Company Stock,
other than the issuance of shares for value received by the Company or the
redemption of shares for value, the number of Stock Units credited to a
Participant's Account shall be adjusted upward or


<PAGE>   9

downward, as the case may be, to reflect the subdivision or combination of the
outstanding shares. The amount of increase or decrease in the number of Stock
Units in such event will be equal to the adjustment that would have been made if
each Stock Unit credited to a Participant's Account immediately prior to the
event constituted one share of Company Stock.

         (f) Value of Account. The value of a Participant's Account as of any
date shall be equal to the product of (i) the number of Stock Units credited to
his Account as of such date (as determined in accordance with the preceding
subsections), and (ii) the per share fair market value of Company Stock on such
date.

         (g) Value of Company Stock.

                  (i) For all purposes under the Plan for which the value of
         Company Stock must be determined as of any particular date as of which
         Company Stock is trading on the New York Stock Exchange, the fair
         market value per share of Company Stock on such date shall be the
         closing price of Company Stock on the New York Stock Exchange on such
         date. If, for any reason, the fair market value per share of Company
         Stock cannot be ascertained or is unavailable for a particular date,
         the fair market value of Company Stock on such date shall be determined
         as of the nearest preceding date on which the fair market value can be
         ascertained pursuant to the terms hereof.

                  (ii) For all purposes under the Plan for which the value of
         Company Stock must be determined as of any particular date on which
         Company Stock is not trading on the New York Stock Exchange but on
         which Company Stock is trading on another national securities exchange
         in the United States, the fair market value per share of Company Stock
         shall be the closing price of the Company Stock on such national
         securities exchange on such date. If Company Stock is trading on such
         other national securities exchange in the United States on such date
         but no sales of shares of Company Stock occurred thereon, the fair
         market value per share of Company Stock shall be the closing price of
         the Stock on the nearest preceding date. If on any particular date a
         public market shall exist for Company Stock but Company Stock is not
         trading on a national securities exchange in the United States, then,
         if Company Stock is listed on the National Market List by the National
         Association of Securities Dealers, Inc. (the "NASD"), the fair market
         value per share of Company Stock shall be the last sale price for such
         shares reflected on said market list for such date, and if Company
         Stock is not listed on the National Market List of the NASD, then the
         fair market value per share of Company Stock shall be the mean between
         the bid and asked quotations in the over-the-counter market for such
         shares on such date. If there is no bid and asked quotation for Company
         Stock on such date, the fair market value per share of Company Stock
         shall be the mean between the bid and asked quotations in the
         over-the-counter market for such shares on the nearest preceding date.
         If the fair market value per share of Company Stock cannot otherwise be


<PAGE>   10

         determined under this section as of a particular date, such value shall
         be determined by the Administrative Committee, in its sole discretion,
         based on all relevant available facts.

         3.3 Vesting.

                  Stock Units credited to a Participant's Account shall vest in
accordance with the same vesting schedule and service, and/or based on the same
events, as provided in the ESOP.

         3.4 Notice to Participants of Account Balances.

                  At least once for each Plan Year, the Administrative Committee
shall cause a written statement of a Participant's Account balance to be
distributed to the Participant.

         3.5 Good Faith Valuation Binding.

                  In determining the value of the Accounts, the Administrative
Committee shall exercise its best judgment, and all such determinations of value
(in the absence of bad faith) shall be binding upon all Participants and their
Beneficiaries.

         3.6 Errors and Omissions in Accounts.

                  If an error or omission is discovered in the Account of a
Participant or in the amount credited to a Participant's Account, the
Administrative Committee, in its sole discretion, shall cause appropriate,
equitable adjustments to be made as soon as administratively practicable
following the discovery of such error or omission.

                                   ARTICLE IV
                           PAYMENT OF ACCOUNT BALANCES

         4.1 Benefit Payments.

                  (a) General Rule Concerning Benefit Payments. In accordance
with the terms of subsection (b) hereof, if a Participant's employment, with the
Company, all other members of the Controlled Group and any other company that
the Administrative Committee designates for purposes of the Plan as an affiliate
of the Company, terminates for any reason including his death, he (or the
Beneficiary or Beneficiaries designated by such Participant in his latest
beneficiary designation form filed with the Administrative Committee) shall be
entitled to receive a distribution of the value of the vested number of Stock
Units credited to the Participant's Account, determined as of the last day of
the calendar quarter immediately preceding the date payment of such distribution
is to be made. For purposes of this subsection, the "date payment of such
distribution is to be made" refers to the date established for such purpose by
administrative practice, even if actual payment is made at a later date due to
delays in valuation, administration or any other procedure.


<PAGE>   11

                  (b) Timing of Distribution.

                           (1) If a Participant's employment terminates (i) on
         account of retirement on or after he attains age 65, or (ii) on account
         of his Disability or death during a Plan Year and prior to October 1 of
         that Plan Year, the vested benefit payable to him or his Beneficiary or
         Beneficiaries under this Section shall be distributed as soon as
         administratively feasible after the date his employment so terminates.

                           (2) If a Participant's employment terminates on
         account of his Disability or death during a Plan Year and after
         September 30 of that Plan Year, the vested benefit payable to him or
         his Beneficiary or Beneficiaries under this Section shall be
         distributed as soon as administratively feasible after December 31 of
         that Plan Year.

                           (3) If a Participant's employment terminates for any
         reason other than the reasons specified in the preceding paragraphs,
         the vested benefit payable to him (or his Beneficiary or Beneficiaries,
         if he dies after such termination of employment but before distribution
         of his Account) under this Section shall be distributed as soon as
         administratively feasible after the last day of the second calendar
         quarter following the calendar quarter in which his employment so
         terminates.

         4.2 Form of Distribution.

                  The benefit payable to a Participant (or his Beneficiary or
Beneficiaries) under Section 4.1 shall be paid in a single payment in the form
of a number of shares of Company Stock equal to the whole number of Stock Units
credited to his Account, with any fractional Stock Unit being paid, at its fair
market value as if it were a fractional share of Company Stock, in a single-sum,
cash payment.

         4.3 Beneficiary Designation.

                  (a) General. Participants shall designate and from time to
time may redesignate their Beneficiaries in such form and manner as the
Administrative Committee may determine.

                  (b) No Designation or Designee Dead or Missing. In the event
that:

                           (1) a Participant dies without designating a
         Beneficiary;

                           (2) the Beneficiary designated by a Participant is
         not surviving when a payment is to be made to such person under the
         Plan, and no contingent Beneficiary has been designated; or


<PAGE>   12

                           (3) the Beneficiary designated by a Participant
         cannot be located by the Administrative Committee within 1 year from
         the date benefits are to be paid to such person;

then, in any of such events, the Beneficiary of such Participant with respect to
any benefits that remain payable under the Plan shall be the Participant's
Surviving Spouse, if any, and if not, the estate of the Participant.

         4.4 Taxes.

                  If the whole or any part of any Participant's or Beneficiary's
benefit hereunder shall become subject to any estate, inheritance, income or
other tax which the Company (or its agent) shall be required to pay or withhold,
the Company (or its agent, as applicable) shall have the full power and
authority (i) to withhold and pay such tax out of any monies or other property
in its hand for the account of the Participant or Beneficiary whose interests
hereunder are so affected and/or (ii) to require the Participant or Beneficiary
to pay to the Company (or its agent, as applicable), in cash or cash equivalent,
the amount of any such tax. Prior to making any payment, the Company (or its
agent, as applicable) may require such releases or other documents from any
lawful taxing authority as it shall deem necessary.

                                    ARTICLE V
                                     CLAIMS

         5.1  Claims.

                  (a) Initial Claim. Claims for benefits under the Plan may be
filed in writing with the Administrative Committee on forms or in such other
written documents, as the Administrative Committee may prescribe. The
Administrative Committee shall furnish to the claimant written notice of the
disposition of a claim within 90 days after the application therefor is filed.
In the event the claim is denied, the notice of the disposition of the claim
shall provide the specific reasons for the denial, citations of the pertinent
provisions of the Plan, and, where appropriate, an explanation as to how the
claimant can perfect the claim and/or submit the claim for review.

                  (b) Appeal. Any Participant or Beneficiary who has been denied
a benefit shall be entitled, upon request to the Administrative Committee, to
appeal the denial of his claim. The claimant (or his duly authorized
representative) may review pertinent documents related to the Plan and in the
Administrative Committee's possession in order to prepare the appeal. The
request for review, together with written statement of the claimant's position,
must be filed with the Administrative Committee no later than 60 days after
receipt of the written notification of denial of a claim provided for in
subsection (a). The Administrative Committee's decision shall be made within 60
days following the filing of the request for review. If unfavorable, the notice
of


<PAGE>   13

the decision shall explain the reasons for denial and indicate the provisions of
the Plan or other documents used to arrive at the decision.

                  (c) Satisfaction of Claims. Any payment to a Participant or
Beneficiary shall to the extent thereof be in full satisfaction of all claims
hereunder against the Administrative Committee and the Company, any of whom may
require such Participant or Beneficiary, as a condition to such payment, to
execute a receipt and release therefor in such form as shall be determined by
the Administrative Committee or the Company. If receipt and release is required
but the Participant or Beneficiary (as applicable) does not provide such receipt
and release in a timely enough manner to permit a timely distribution in
accordance with the general timing of distribution provisions in the Plan, the
payment of any affected distribution may be delayed until the Administrative
Committee or the Company receive a proper receipt and release.

                                   ARTICLE VI
                             SOURCE OF FUNDS; TRUST

         6.1 Source of Funds.

                  Except as provided in this Section and Section 6.2, each
Participating Company shall provide the benefits described in the Plan from the
general assets of such Participating Company. In any event, each Participating
Company ultimately shall have the obligation to pay all benefits due to
Participants and Beneficiaries under the Plan to the extent liability therefor
has been allocated hereunder to such Participating Company. A Participating
Company may, but shall not be required to, establish a Trust and may pay over
funds from time to time to such Trust (as described in Section 6.2), and, to the
extent that funds in such Trust allocable to the benefits payable under the Plan
by such Participating Company are sufficient, the Trust assets shall be used to
pay such benefits. If such Trust assets are not sufficient to pay all such
benefits due under the Plan, then such Participating Company shall have the
obligation, and the Participant or Beneficiary, who is due such benefits, shall
look to such Participating Company to provide such benefits. The Administrative
Committee or the Board shall allocate the total liability to pay benefits under
the Plan among the Participating Companies in such manner and amount as the
Administrative Committee or the Board (as applicable) in its sole discretion
deems appropriate.

         6.2 Trust.

                  A Participating Company may transfer all or any portion of the
funds necessary to fund benefits accrued hereunder to the Trustee to be held and
administered by the Trustee pursuant to the terms of the Trust Agreement. Each
transfer into the Trust Fund shall be irrevocable as long as such Participating
Company has any liability or obligations under the Plan to pay benefits, such
that


<PAGE>   14

the Trust property is in no way subject to use by such Participating Company;
provided, it is the intent of such Participating Company that the assets held by
the Trust are and shall remain at all times subject to the claims of the general
creditors of such Participating Company. No Participant or Beneficiary shall
have any interest in the assets held by the Trust or in the general assets of
any Participating Company other than as a general, unsecured creditor.
Accordingly, no Participating Company shall grant a security interest in the
assets held by the Trust in favor of the Participants, Beneficiaries or any
creditor.

                                   ARTICLE VII
                            ADMINISTRATIVE COMMITTEE

         7.1 Action.

                  Action of the Administrative Committee may be taken with or
without a meeting of committee members; provided, action shall be taken only
upon the vote or other affirmative expression of a majority of the committee
members qualified to vote with respect to such action. If a member of the
committee is a Participant or Beneficiary, he shall not participate in any
decision which solely affects his own benefit under the Plan. For purposes of
administering the Plan, the Administrative Committee shall choose a secretary
who shall keep minutes of the committee's proceedings and all records and
documents pertaining to the administration of the Plan. The secretary may
execute any certificate or any other written direction on behalf of the
Administrative Committee.

         7.2 Rights and Duties.

                  The Administrative Committee shall administer the Plan and
shall have all powers necessary to accomplish that purpose, including (but not
limited to) the following:

                  (a) To construe, interpret and administer the Plan;

                  (b) To make determinations required by the Plan, and to
maintain records regarding Participants' and Beneficiaries' benefits hereunder;

                  (c) To compute and certify to the Company the amount and kinds
of benefits payable to Participants and Beneficiaries, and to determine the time
and manner in which such benefits are to be paid;

                  (d) To authorize all disbursements by the Company pursuant to
the Plan;

                  (e) To maintain all the necessary records of the
administration of the Plan;

                  (f) To make and publish such rules for the regulation of the
Plan as are not inconsistent with the terms hereof;


<PAGE>   15

                  (g) To delegate to other individuals or entities from time to
time the performance of any of its duties or responsibilities hereunder;

                  (h) To hire agents, accountants, actuaries, consultants and
legal counsel to assist in operating and administering the Plan.

The Administrative Committee shall have the exclusive right to construe and
interpret the Plan, to decide all questions of eligibility for benefits and to
determine the amount of such benefits, and its decisions on such matters shall
be final and conclusive on all parties.

         7.3 Compensation, Indemnity and Liability.

                  The Administrative Committee and its members shall serve as
such without bond and without compensation for services hereunder. All expenses
of the Administrative Committee shall be paid by the Company. No member of the
committee shall be liable for any act or omission of any other member of the
committee, nor for any act or omission on his own part, excepting his own
willful misconduct. The Company shall indemnify and hold harmless the
Administrative Committee and each member thereof against any and all expenses
and liabilities, including reasonable legal fees and expenses, arising out of
his membership on the committee, excepting only expenses and liabilities arising
out of his own willful misconduct.

                                  ARTICLE VIII
                            AMENDMENT AND TERMINATION

         8.1 Amendments.

                  The Controlling Company, through action of the Board or the
Administrative Committee, shall have the right, in its sole discretion, to amend
the Plan in whole or in part at any time and from time to time; provided, the
Administrative Committee may not amend the Plan to increase the level of
benefits hereunder without Board approval; and, provided further, Section 3.2
(relating to the amount of benefits to be accrued under the Plan) may not be
amended more frequently than once every 6 months other than to comport with
changes in the Code or ERISA, or rules thereunder. Any amendment shall be in
writing and executed by a duly authorized officer of the Controlling Company or
a member of the Administrative Committee. An amendment to the Plan may modify
its terms in any respect whatsoever, and may include, without limitation, a
permanent or temporary freezing of the Plan such that the Plan shall remain in
effect with respect to existing Account balances without permitting any new
contributions; provided, no such action may reduce the amount already credited
to a Participant's Account without the affected Participant's written consent.
All Participants and Beneficiaries shall be bound by such amendment.


<PAGE>   16

         8.2 Termination of Plan.

                  The Controlling Company expects to continue the Plan but
reserves the right to discontinue and terminate the Plan at any time, for any
reason. Any action to terminate the Plan shall be taken by the Board in the form
of a written Plan amendment executed by a duly authorized officer of the
Controlling Company. If the Plan is terminated, each Participant shall become
100 percent vested in his Account which shall be distributed in a single payment
of Company Stock and cash, in the manner prescribed in Section 4.2, as soon as
practicable after the date the Plan is terminated. The amount of any such
distribution shall be determined as of the date such termination distribution is
to be processed. Such termination shall be binding on all Participants and
Beneficiaries.

                                   ARTICLE IX
                                  MISCELLANEOUS

         9.1 Taxation.

                  It is the intention of the Company that the benefits payable
hereunder shall not be deductible by the Company nor taxable for federal income
tax purposes to Participants or Beneficiaries until such benefits are paid by
the Company, or the Trust, as the case may be, to such Participants or
Beneficiaries. When such benefits are so paid, it is the intention of the
Company that they shall be deductible by the Company under Code Section 162.

         9.2 No Employment Contract.

                  Nothing herein contained is intended to be nor shall be
construed as constituting a contract or other arrangement between the Company
and any Participant to the effect that the Participant will be employed by the
Company for any specific period of time.

         9.3 Headings.

                  The headings of the various articles and sections in the Plan
are solely for convenience and shall not be relied upon in construing any
provisions hereof. Any reference to a section shall refer to a section of the
Plan unless specified otherwise.

         9.4 Gender and Number.

                  Use of any gender in the Plan will be deemed to include all
genders when appropriate, and use of the singular number will be deemed to
include the plural when appropriate, and vice versa in each instance.

         9.5 Assignment of Benefits.

                  The right of a Participant or his Beneficiary to receive


<PAGE>   17

payments under the Plan may not be anticipated, alienated, sold, assigned,
transferred, pledged, encumbered, attached or garnished by creditors of such
Participant or Beneficiary, except by will or by the laws of descent and
distribution and then only to the extent permitted under the terms of the Plan.

         9.6 Legally Incompetent.

                  The Administrative Committee, in its sole discretion, may
direct that payment be made to an incompetent or disabled person, whether
because of minority or mental or physical disability, to the guardian of such
person or to the person having custody of such person, without further liability
on the part of the Company for the amount of such payment to the person on whose
account such payment is made.

         9.7 Governing Law.

                  The Plan shall be construed, administered and governed in all
respects in accordance with applicable federal law (including ERISA) and, to the
extent not preempted by federal law, in accordance with the laws of the State of
Georgia. If any provisions of this instrument shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the remaining provisions
hereof shall continue to be fully effective.

         IN WITNESS WHEREOF, the Controlling Company has caused the Plan to be
executed by its duly authorized officer on the 15th day of March, 1995.

                                       THE HOME DEPOT, INC.


                                       By: /s/ Marshall L. Day

                                       Title: Senior Vice President-Finance