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                                                                   EXHIBIT 10.19







                        COMMERCIAL PAPER DEALER AGREEMENT
                                 [4(2) PROGRAM]

                                     BETWEEN

                         THE HOME DEPOT, INC., AS ISSUER

                                       AND

                CREDIT SUISSE FIRST BOSTON CORPORATION, AS DEALER




                 CONCERNING NOTES TO BE ISSUED PURSUANT TO AN ISSUING AND
                 PAYING AGENCY AGREEMENT DATED AS OF JANUARY 5, 1998
                 BETWEEN THE ISSUER AND BANK ONE, NATIONAL ASSOCIATION,
                 SUCCESSOR TO THE FIRST NATIONAL BANK OF CHICAGO, AS
                 ISSUING AND PAYING AGENT



                                   DATED AS OF



                                JANUARY 24, 2001



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                        COMMERCIAL PAPER DEALER AGREEMENT
                                 [4(2) PROGRAM]

         This agreement ("Agreement") sets forth the understandings between the
Issuer and the Dealer in connection with the issuance and sale by the Issuer of
its short-term promissory notes pursuant to the Issuing and Paying Agency
Agreement dated as of January 5, 1998 between the Issuer and Bank One, National
Association, successor to The First National Bank of Chicago, as Issuing and
Paying Agent (the "Notes") through the Dealer.

         Certain terms used in this Agreement are defined in Section 6 hereof.

         The Addendum to this Agreement, and any Annexes or Exhibits described
in this Agreement or such Addendum, are hereby incorporated into this Agreement
and made fully a part hereof.

Section 1.        Offers, Sales and Resales of Notes.

         1.1      While (i) the Issuer has and shall have no obligation to sell
the Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes
for the account of the Issuer, and (ii) the Dealer has and shall have no
obligation to purchase the Notes from the Issuer or to arrange any sale of the
Notes for the account of the Issuer, the parties hereto agree that in any case
where the Dealer purchases Notes from the Issuer, or arranges for the sale of
Notes by the Issuer, such Notes will be purchased and sold in reliance on the
representations, warranties, covenants and agreements of the parties contained
herein or made pursuant hereto and on the terms and conditions and in the manner
provided herein.

         1.2      So long as this Agreement shall remain in effect, and in
addition to the limitations contained in Section 1.7 hereof, the Issuer shall
not, without the consent of the Dealer (which consent shall not be unreasonably
withheld), offer, solicit or accept offers to purchase, or sell, any Notes
except (a) in transactions with one or more dealers which may from time to time
after the date hereof become dealers with respect to the Notes by executing with
the Issuer one or more agreements which contain provisions substantially
identical to Section I of this Agreement, of which the Issuer hereby undertakes
to provide the Dealer prompt notice or (b) in transactions with the other
dealers listed on the Addendum hereto, which are executing agreements with the
Issuer which contain provisions substantially identical to Section 1 of this
Agreement contemporaneously herewith. In no event shall the Issuer offer,
solicit or accept offers to purchase, or sell, any Notes directly on its own
behalf in transactions with persons other than broker-dealers as specifically
permitted in this Section 1.2.

         1.3      The Notes shall be in a minimum denomination or minimum
amount, whichever is applicable, of $250,000 or integral multiples of $1,000 in
excess thereof, will bear such interest rates, if interest bearing, or will be
sold at such discount from their face amounts, as shall be agreed upon by the
Dealer and the Issuer, shall have a maturity not exceeding 270 days from the
date of issuance (exclusive of days of grace) and shall not contain any
provision for extension, renewal or automatic "rollover."


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         1.4      The authentication, delivery and payment of the Notes shall be
effected in accordance with the Issuing and Paying Agency Agreement and the
Notes shall be either individual bearer physical certificates or represented by
book-entry Notes registered in the name of DTC or its nominee in the form or
forms annexed to the Issuing and Paying Agency Agreement.

         1.5      If the Issuer and the Dealer shall agree on the terms of the
purchase of any Note by the Dealer or the sale of any Note arranged by the
Dealer (including, but not limited to, agreement with respect to the date of
issue, purchase price, principal amount, maturity and interest rate (in the case
of interest-bearing Notes) or discount thereof (in the case of Notes issued on a
discount basis), and appropriate compensation for the Dealer's services
hereunder) pursuant to this Agreement, the Issuer shall cause such Note to be
issued and delivered in accordance with the terms of the Issuing and Paying
Agency Agreement and payment for such Note shall be made by the purchaser
thereof, either directly or through the Dealer, to the Issuer. Except as
otherwise agreed, in the event that the Dealer is acting as an agent and a
purchaser shall either fail to accept delivery of or make payment for a Note on
the date fixed for settlement, the Dealer shall promptly notify the Issuer, and
if the Dealer has theretofore paid the Issuer for the Note, the Issuer will
promptly return such funds to the Dealer against its return of the Note to the
Issuer, in the case of a certificated Note, and upon notice of such failure in
the case of a book-entry Note. If such failure occurred for any reason other
than default by the Dealer, the Issuer shall reimburse the Dealer on an
equitable basis for the Dealer's loss of the use of such funds for the period
such funds were credited to the Issuer's account.

         1.6      The Dealer and the Issuer hereby establish and agree to
observe the following procedures in connection with offers, sales and subsequent
resales or other transfers of the Notes:

                  (a)      Offers and sales of the Notes by or through the
         Dealer shall be made only to the following types of investors: (i)
         investors reasonably believed by the Dealer to be Institutional
         Accredited Investors, (ii) non-bank fiduciaries or agents that will be
         purchasing Notes for one or more accounts, each of which is an
         Institutional Accredited Investor, and (iii) Qualified Institutional
         Buyers.

                  (b)      Resales and other transfers of the Notes by the
         holders thereof shall be made only in accordance with the restrictions
         in the legends described in clause (e) below. No general solicitation
         or general advertising shall be used in connection with the offering of
         the Notes. Without limiting the generality of the foregoing, without
         the prior written approval of Dealer, the Issuer shall not issue any
         press release or place or publish any "tombstone" or other
         advertisement relating to the Notes.

                  (c)      No general solicitation or general advertising shall
         be used in connection with the offering of the Notes. Without limiting
         the generality of the foregoing, without the prior written approval of
         Dealer, the Issuer shall not issue any press release or place or
         publish any "tombstone" or other advertisement relating to the Notes.

                  (d)      No sale of Notes to any one purchaser shall be for
         less than $250,000 principal or face


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         amount, and no Note shall be issued in a smaller principal or face
         amount. If the purchaser is a non-bank fiduciary acting on behalf of
         others, each person for whom such purchaser is acting must purchase at
         least $250,000 principal or face amount of Notes.

                  (e)      Offers and sales of the Notes by the Issuer through
         the Dealer acting as agent for the Issuer shall be made in accordance
         with Rule 506 under the Securities Act, and shall be subject to the
         restrictions described in the legend appearing on Exhibit A hereto. A
         legend substantially to the effect of such Exhibit A shall appear as
         part of the Private Placement Memorandum used in connection with offers
         and sales of Notes hereunder, as well as on each Note offered and sold
         pursuant to this Agreement.

                  (f)      Dealer shall furnish or shall have furnished to each
         purchaser of Notes being sold to an ultimate purchaser for the first
         time a copy of the then current Private Placement Memorandum unless
         such purchaser has previously received a copy of the Private Placement
         Memorandum as then in effect. The Private Placement Memorandum shall
         expressly state that any person to whom Notes are offered shall have an
         opportunity to ask questions of, and receive information from, the
         Issuer and the Dealer and shall provide the names, addresses and
         telephone numbers of the persons from whom information regarding the
         Issuer may be obtained.

                  (g)      The Issuer agrees, for the benefit of the Dealer and
         each of the holders and prospective purchasers from time to time of the
         Notes that, if at any time the Issuer shall not be subject to Section
         13 or 15(d) of the Exchange Act, the Issuer will furnish, upon request
         and at its expense, to the Dealer and to holders and prospective
         purchasers of Notes information required by Rule 144A(d)(4)(i) in
         compliance with Rule 144A(d).

                  (h)      In the event that any Note offered or to be offered
         by Dealer would be ineligible for resale under Rule 144A, the Issuer
         shall immediately notify Dealer (by telephone, confirmed in writing) of
         such fact and shall promptly prepare and deliver to Dealer an amendment
         or supplement to the Private Placement Memorandum describing the Notes
         that are ineligible, the reason for such ineligibility and any other
         relevant information relating thereto.

                  (i)      The Issuer represents that it is currently issuing
         commercial paper in the United States market in reliance upon, and in
         compliance with, the exemption provided by Section 3(a)(3) of the
         Securities Act. In that connection, the Issuer agrees that: (a) the
         proceeds from the sale of the Notes will be segregated from the
         proceeds of the sale of any such commercial paper by being placed in a
         separate account; and (b) the Issuer has instituted appropriate
         corporate procedures to ensure that the offers and sales of notes
         issued by the Issuer pursuant to the Section 3(a)(3) exemption are not
         integrated with offerings and sales of Notes hereunder.

                  (j)      The Issuer hereby agrees that, not later than 15 days
         after the first sale of Notes as contemplated by this Agreement, it
         will file with the SEC a notice on Form D in accordance with Rule 503
         under the Securities Act and that it will thereafter file such
         amendments to such notice as Rule 503 may require.


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         1.7      The Issuer hereby represents and warrants to the Dealer, in
connection with offers, sales and resales of Notes, as follows:

                  (a)      Issuer hereby confirms to the Dealer that (except as
         permitted by Section 1.6(i)) within the preceding six months neither
         the Issuer nor any person other than the Dealer or the other dealers
         referred to in Section 1.2 hereof acting on behalf of the Issuer has
         offered or sold any Notes, or any substantially similar security of the
         Issuer (including, without limitation, medium-term notes issued by the
         Issuer), to, or solicited offers to buy any such security from, any
         person other than the Dealer or the other dealers referred to in
         Section 1.2 hereof. The Issuer also agrees that, as long as the Notes
         are being offered for sale by the Dealer and the other dealers referred
         to in Section 1.2 hereof as contemplated hereby and until at least six
         months after the offer of Notes hereunder has been terminated, neither
         the Issuer nor any person other than the Dealer or the other dealers
         referred to in Section 1.2 hereof (except as contemplated by Section
         1.2 hereof) will offer the Notes or any substantially similar security
         of the Issuer for sale to, or solicit offers to buy any such security
         from, any person other than the Dealer and the other dealers referred
         to in Section 1.2 hereof, it being understood that such agreement is
         made with a view to bringing the offer and sale of the Notes within the
         exemption provided by Section 4(2) of the Securities Act and Rule 506
         thereunder and shall survive any termination of this Agreement. The
         Issuer hereby represents and warrants that it has not taken or omitted
         to take, and will not take or omit to take, any action that would cause
         the offering and sale of Notes hereunder to be integrated with any
         other offering of securities, whether such offering is made by the
         Issuer or some other party or parties.

                  (b)      In the event that the Dealer purchases Notes as
         principal and does not resell such Notes on the day of such purchase,
         to the extent necessary to comply with Regulation T and the
         interpretations thereunder, the Dealer will sell such Notes only to
         offerees it reasonably believes to be QIBs or to QIBs it reasonably
         believes are acting for other QIBs, in each case in accordance with
         Rule 144A.

Section 2.        Representations and Warranties of Issuer.

The Issuer represents and warrants that:

         2.1      The Issuer is a corporation duly incorporated, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation and has all the requisite corporate power and authority to
execute, deliver and perform its obligations under the Notes, this Agreement and
the Issuing and Paying Agency Agreement.

         2.2      This Agreement and the Issuing and Paying Agency Agreement
have been duly authorized, executed and delivered by the Issuer and constitute
legal, valid and binding obligations of the Issuer enforceable against the
Issuer in accordance with their terms subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally, and subject,
as to enforceability, to general principles of equity (regardless of whether
enforcement is


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sought in a proceeding in equity or at law) and except insofar as rights to
indemnifications and contributions may be limited by applicable law.

         2.3      The Notes have been duly authorized, and when issued and
delivered as provided in the Issuing and Paying Agency Agreement, will be duly
and validly issued and delivered and will constitute legal, valid and binding
obligations of the Issuer enforceable against the Issuer in accordance with
their terms subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).

         2.4      The offer and sale of Notes in the manner contemplated hereby
do not require registration of the Notes under the Securities Act, pursuant to
the exemption from registration contained in Section 4(2) thereof and Regulation
D thereunder, and no indenture in respect of the Notes is required to be
qualified under the Trust Indenture Act of 1939, as amended.

         2.5      The Notes will rank at least pari passu with all other
unsecured and unsubordinated indebtedness of the Issuer.

         2.6      Except as provided in Section 1.6(j), no consent or action of,
or filing or registration with, any governmental or public regulatory body or
authority, including the SEC, is required to be obtained by the Issuer to
authorize, or is otherwise required to be obtained by the Issuer in connection
with the execution, delivery or performance of, this Agreement, the Notes or the
Issuing and Paying Agency Agreement, except as may be required by the securities
or Blue Sky laws of the various states in connection with the offer and sale of
the Notes.

         2.7      Neither the execution and delivery of this Agreement and the
Issuing and Paying Agency Agreement, nor the issuance and delivery of the Notes
in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment
of or compliance with the terms and provisions hereof or thereof by the Issuer,
will (i) result in the creation or imposition of any mortgage, lien, charge or
encumbrance of any nature whatsoever upon any of the properties or assets of the
Issuer, or (ii) violate or result in a breach or an event of default under any
of the terms of the Issuer's charter documents or by-laws, any contract or
instrument to which the Issuer is a party or by which it or its property is
bound and that is material to the Issuer, or any law or regulation, or any
order, writ, injunction or decree of any court or government instrumentality, to
which the Issuer is subject or by which it or its property is bound, which
violation, breach or event of default might reasonably be expected to have a
material adverse effect on the earnings, business or operations of the Issuer or
the ability of the Issuer to perform its obligations under this Agreement, the
Notes or the Issuing and Paying Agency Agreement.

         2.8      Except as disclosed in the Company Information, there is no
litigation or governmental proceeding pending, or to the knowledge of the Issuer
threatened, against or affecting the Issuer or any of its subsidiaries which
might reasonably be expected to have a material adverse effect on the earnings,
business or operations of the Issuer or the ability of the Issuer to perform its
obligations under this Agreement, the Notes or the Issuing and Paying Agency
Agreement.


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         2.9      The Issuer is not an "investment company" or an entity
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

         2.10     Neither the Private Placement Memorandum nor the Company
Information contains any untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, provided that the Issuer makes no representation or warranty
relating to Dealer Information.

         2.11     Each (a) issuance of Notes by the Issuer hereunder and (b)
amendment or supplement of the Private Placement Memorandum shall be deemed a
representation and warranty by the Issuer to the Dealer, as of the date thereof,
that, both before and after giving effect to such issuance and after giving
effect to such amendment or supplement, (i) the representations and warranties
given by the Issuer set forth above in this Section 2 remain true and correct on
and as of such date as if made on and as of such date, (ii) in the case of an
issuance of Notes, the Notes being issued on such date have been duly and
validly issued and constitute legal, valid and binding obligations of the
Issuer, enforceable against the Issuer in accordance with their terms, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors'
rights generally and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or
at law) and (iii) in the case of an issuance of Notes, since the date of the
most recent Private Placement Memorandum, there has been no material adverse
change in the earnings, business or operations of the Issuer which has not been
disclosed in the Company Information.

Section 3.        Covenants and Agreements of Issuer.

The Issuer covenants and agrees that:

         3.1      The Issuer will give the Dealer prompt notice (but in any
event prior to any subsequent issuance of Notes hereunder) of any amendment to,
modification of, or waiver with respect to, the Notes, the Issuing and Paying
Agency Agreement, including a complete copy of any such amendment, modification
or waiver.

         3.2      The Issuer shall, whenever there shall occur any change in the
Issuer's earnings, business or operations that would be material to holders of
the Notes or potential holder of the Notes (including any downgrading or receipt
of any notice of intended or potential downgrading or any review for potential
change in the rating accorded any of the Issuer's securities by any nationally
recognized statistical rating organization which has published a rating of the
Notes), promptly, and in any event prior to any subsequent issuance of Notes
hereunder, notify the Dealer (by telephone, confirmed in writing) of such
change, development, or occurrence.

         3.3      The Issuer shall from time to time furnish to the Dealer such
information as the Dealer may reasonably request, including, without limitation,
any press releases or material provided by the Issuer to any national securities
exchange or rating agency, regarding the due authorization and execution of the
Notes and the Issuer's ability to pay the Notes as they mature.


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         3.4      The Issuer will take all such action as the Dealer may
reasonably request to ensure that each offer and each sale of the Notes will
comply with any applicable state Blue Sky laws; provided , that the Issuer shall
not be obligated to file any general consent to service of process or to qualify
as a foreign corporation in any jurisdiction in which it is not so qualified or
subject itself to taxation in respect of doing business in any jurisdiction in
which it is not otherwise so subject.

         3.5      The Issuer shall not issue Notes hereunder until the Dealer
shall have received (a) an opinion of counsel to the Issuer, addressed to the
Dealer, satisfactory in form and substance to the Dealer, (b) a copy of the
executed Issuing and Paying Agency Agreement as then in effect, (c) a copy of
resolutions adopted by the Board of Directors of the Issuer, satisfactory in
form and substance to the Dealer and certified by the Secretary or similar
officer of the Issuer, authorizing execution and delivery by the Issuer of this
Agreement the Issuing and Paying Agency Agreement and the Notes and consummation
by the Issuer of the transactions contemplated hereby and thereby, (d) prior to
the issuance of any Notes represented by a book-entry note registered in the
name of DTC or its nominee, a copy of the executed Letter of Representations
among the Issuer, the Issuing and Paying Agent and DTC and (e) such other
certificates, opinions, letters and documents as the Dealer shall have
reasonably requested.

         3.6      The Issuer shall reimburse the Dealer for all of the Dealer's
reasonable out-of-pocket expenses actually incurred by the Dealer related to
this Agreement, including expenses incurred in connection with its preparation
and negotiation, and the transactions contemplated hereby (including, but not
limited to, the printing and distribution of the Private Placement Memorandum),
and, if applicable, for the reasonable fees and out-of-pocket expenses of the
Dealer's counsel, not to exceed $5,000.

Section 4.        Disclosure

         4.1      The Private Placement Memorandum and its contents (other than
the Dealer Information) shall be the sole responsibility of the Issuer. The
Private Placement Memorandum shall contain a statement expressly offering an
opportunity for each prospective purchaser to ask questions of, and receive
answers from, the Issuer concerning the offering of Notes and to obtain relevant
additional information which the Issuer possesses or can acquire without
unreasonable effort or expense.

         4.2      The Issuer agrees promptly to furnish the Dealer the Company
Information as it becomes publicly available.

         4.3      (a)      The Issuer further agrees, if the Issuer has any
         Notes outstanding or in connection with any proposed issuance of Notes
         by the Issuer, to notify the Dealer promptly upon the occurrence of any
         event relating to or affecting the Issuer that would cause the Company
         Information then in existence to include an untrue statement of
         material fact or to omit to state a material fact necessary in order to
         make the statements contained therein, in light of the circumstances
         under which they are made, not misleading.


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                  (b)      In the event that the Issuer gives the Dealer notice
         pursuant to Section 4.3(a) and the Dealer notifies the Issuer that it
         then has Notes it is holding in inventory, (i) the Issuer agrees
         promptly to supplement or amend the Private Placement Memorandum so
         that such Private Placement Memorandum, as amended or supplemented,
         shall not contain an untrue statement of a material fact or omit to
         state a material fact necessary in order to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading, and the Issuer shall make such supplement or amendment
         available to the Dealer or (ii) if the Issuer chooses not to promptly
         amend or supplement the Private Placement Memorandum, the Dealer shall
         have the right to resell to the Issuer any such Notes held in inventory
         at a price equal to the face amount thereof discounted on a ratable
         basis based on the Issuer's market rate reflecting the remaining period
         until maturity in relation to the original term.

                  (c)      In the event that (i) the Issuer gives the Dealer
         notice pursuant to Section 4.3(a) and (ii) the Dealer does not notify
         the Issuer that it is then holding Notes in inventory and (iii) the
         Issuer chooses not to promptly amend or supplement the Private
         Placement Memorandum in the manner described in clause (b) above, then
         all solicitations and sales of Notes shall be suspended until such time
         as the Issuer has so amended or supplemented the Private Placement
         Memorandum, and made such amendment or supplement available to the
         Dealer.

Section 5.        Indemnification and Contribution.

         5.1      The Issuer will indemnify and hold harmless the Dealer, each
individual, corporation, partnership, trust, association or other entity
controlling the Dealer, any affiliate of the Dealer or any such controlling
entity and their respective directors, officers, employees, partners,
incorporators, shareholders, servants, trustees and agents (hereinafter the
"Dealer Indemnitees") against any and all liabilities, penalties, suits, causes
of action, losses, damages, claims, costs and expenses (including, without
limitation, fees and disbursements of counsel) or judgments of whatever kind or
nature (each a "Claim"), imposed upon, incurred by or asserted against the
Dealer Indemnitees arising out of or based upon (i) any allegation that the
Private Placement Memorandum or the Company Information included (as of any
relevant time) or includes an untrue statement of a material fact or omitted (as
of any relevant time) or omits to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading or (ii) arising out of or based upon the breach by the Issuer of
any agreement, covenant or representation made in or pursuant to this Agreement.
This indemnification shall not apply to the extent that the Claim arises out of
or is based upon Dealer Information or the gross negligence or willful
misconduct of any Dealer Indemnitee.

         5.2      The Dealer will indemnify and hold harmless the Issuer, each
individual, corporation, partnership, trust, association or other entity
controlling the Issuer, any affiliate of the Issuer or any such controlling
entity and their respective directors, officers, employees, partners,
incorporators, shareholders, servants, trustees and agents (hereinafter the
"Issuer Indemnitees") against any and all liabilities, penalties, suits, causes
of action, losses, damages, claims, costs and expenses (including, without
limitation, fees and disbursements of counsel) or


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judgments of whatever kind or nature (each a "Claim"), imposed upon, incurred by
or asserted against the Issuer Indemnitees arising out of or based upon any
allegation that the Private Placement Memorandum included (as of any relevant
time) or includes an untrue statement of a material fact or omitted (as of any
relevant time) or omits to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, in each case, to the extent, but only to the extent, that such
untrue statement or alleged untrue statement, or omission or alleged omission,
relates to Dealer Information.

         5.3      Provisions relating to claims made for indemnification under
this Section 5 are set forth on Exhibit B to this Agreement.

         5.4      In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 5 is
held to be unavailable or insufficient to hold harmless the Indemnitees,
although applicable in accordance with the terms of this Section 5, the Issuer
shall contribute to the aggregate costs incurred by the Dealer in connection
with any Claim in the proportion of the respective economic interests of the
Issuer and the Dealer; provided , however, that such contribution by the Issuer
shall be in an amount such that the aggregate costs incurred by the Dealer do
not exceed the aggregate of the commissions and fees earned by the Dealer
hereunder with respect to the issue or issues of Notes to which such Claim
relates. The respective economic interests shall be calculated by reference to
the aggregate proceeds to the Issuer of the Notes issued hereunder and the
aggregate commissions and fees earned by the Dealer hereunder.

Section 6.        Definitions.

         6.1      "Claim" shall have the meaning set forth in Section 5.1.

         6.2      "Company Information" at any given time shall mean the Private
Placement Memorandum (other than the Dealer Information) together with, to the
extent applicable, (i) the Issuer's most recent report on Form 10-K filed with
the SEC and each report on Form 10-Q or 8-K filed by the Issuer with the SEC
since the most recent Form 10-K, (ii) the Issuer's most recent annual audited
financial statements and each interim financial statement or report prepared
subsequent thereto, if not included in item (i) above, (iii) the Issuer's other
publicly available reports, including, but not limited to, any publicly
available filings or reports provided to its shareholders, (iv) any other
information or disclosure prepared pursuant to Section 4.3 hereof and (v) any
information prepared or approved by the Issuer in writing expressly for
dissemination to investors or potential investors in the Notes.

         6.3      "Dealer Information" shall mean material concerning the Dealer
and provided by the Dealer in writing expressly for inclusion in the Private
Placement Memorandum.

         6.4      "DTC" shall mean The Depository Trust Company.

         6.5      "Exchange Act" shall mean the U.S. Securities Exchange Act of
1934, as amended.


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         6.6      "Indemnitee" shall have the meaning set forth in Section 5.1.

         6.7      "Institutional Accredited Investor" shall mean an
institutional investor that is an accredited investor within the meaning of Rule
501 under the Securities Act and that has such knowledge and experience in
financial and business matters that it is capable of evaluating and bearing the
economic risk of an investment in the Notes, including, but not limited to, a
bank, as defined in Section 3(a)(2) of the Securities Act, or a savings and loan
association or other institution, as defined in Section 3(a)(5)(A) of the
Securities Act, whether acting in its individual or fiduciary capacity.

         6.8      "Issuing and Paying Agency Agreement" shall mean the issuing
and paying agency agreement described on the cover page of this Agreement, as
such agreement may be amended or supplemented from time to time.

         6.9      "Issuing and Paying Agent" shall mean the party designated as
such on the cover page of this Agreement, as issuing and paying agent under the
Issuing and Paying Agency Agreement.

         6.10     "Non-bank fiduciary or agent "shall mean a fiduciary or agent
other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act, or
(b) a savings and loan association, as defined in Section 3(a)(5)(A) of the
Securities Act.

         6.11     "Private Placement Memorandum" shall mean offering materials
prepared in accordance with Section 4 (including materials referred to therein
or incorporated by reference therein) provided to purchasers and prospective
purchasers of the Notes, and shall include amendments and supplements thereto
which may be prepared from time to time in accordance with this Agreement (other
than any amendment or supplement that has been completely superseded by a later
amendment or supplement).

         6.12     "Qualified Institutional Buyer" shall have the meaning
assigned to that term in Rule 144A under the Securities Act.

         6.13     "Regulation D" shall mean Regulation D (Rules 501 et seq.)
under the Securities Act.

         6.14     "Rule 144A" shall mean Rule 144A under the Securities Act.

         6.15     "SEC" shall mean the U.S. Securities and Exchange Commission.

         6.16     "Securities Act" shall mean the U.S. Securities Act of 1933,
as amended.

Section 7.        General

         7.1      Unless otherwise expressly provided herein, all notices under
this Agreement to parties hereto shall be in writing and shall be effective when
received at the address of the respective party set forth in the Addendum to
this Agreement.


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<PAGE>   12

         7.2      This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to its
conflict of laws provisions.

         7.3      The Issuer agrees that any suit, action or proceeding brought
by the Issuer against the Dealer in connection with or arising out of this
Agreement or the Notes or the offer and sale of the Notes shall be brought
solely in the United States federal courts located in the borough of Manhattan
or the courts of the State of New York located in the Borough of Manhattan. EACH
OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT,
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

         7.4      This Agreement may be terminated, at any time, by the Issuer,
upon one business day's prior notice to such effect to the Dealer, or by the
Dealer upon one business day's prior notice to such effect to the Issuer. Any
such termination, however, shall not affect the obligations of the Issuer under
Sections 3.7, 5 and 7.3 hereof, the obligations of the Dealer under Sections 5
and 7.3, or the respective representations, warranties, agreements, covenants,
rights or responsibilities of the parties made or arising prior to the
termination of this Agreement.

         7.5      This Agreement is not assignable by either party hereto
without the written consent of the other party; provided, however, that the
Dealer may assign its rights and obligations under this Agreement to any
affiliate.

         7.6      This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


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<PAGE>   13


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and year first above written.


                                        THE HOME DEPOT, INC.,
                                        AS ISSUER


                                        By: /s/ Carol B. Tome
                                            --------------------------------
                                        Name: Carol B. Tome
                                        Title: SVP-Finance/Treasurer

                                        CREDIT SUISSE FIRST BOSTON
                                        CORPORATION, AS DEALER

                                        By: /s/ Helena Willner
                                            --------------------------------
                                        Name: Helena Willner
                                        Title: Director


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<PAGE>   14



                                          ADDENDUM



1.       As of the date hereof, there are no other dealers as referred to in
         clause (b) of Section 1.2 of the Agreement.

2.       The addresses of the respective parties for purposes of notices under
         Section 7.1 are as follows:

         For the Issuer:              The Home Depot, Inc.

                  Address:            2455 Paces Ferry Road
                                      Atlanta, GA 30339-4024
                  Attention:          Rebecca Flick
                  Telephone number:   770-384-2657
                  Fax number:         770-384-4929

         For the Dealer:              Credit Suisse First Boston Corporation

                  Address:            11 Madison Avenue
                                      New York, N.Y. 10010
                  Attention:          Short & Medium Term Finance
                  Telephone number:   212-325-7198
                  Fax number:         212-325-8183


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<PAGE>   15


                                                                       EXHIBIT A

                               FORM OF LEGEND FOR
                     PRIVATE PLACEMENT MEMORANDUM AND NOTES


              THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
              1933, AS AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES
              LAW, AND OFFERS AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE
              WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
              THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. BY ITS
              ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT
              THAT IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS
              RELATING TO THE ISSUER AND THE NOTES, THAT IT IS NOT ACQUIRING
              SUCH NOTE WITH A VIEW TO ANY DISTRIBUTION THEREOF AND THAT IT IS
              EITHER (A) AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED
              INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT AND THAT
              EITHER IS PURCHASING NOTES FOR ITS OWN ACCOUNT, IS A U.S. BANK (AS
              DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS AND LOAN
              ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A)
              OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR IS A
              FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN
              ASSOCIATION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF
              WHICH IS AN INSTITUTIONAL ACCREDITED INVESTOR (i) WHICH ITSELF
              POSSESSES SUCH KNOWLEDGE AND EXPERIENCE OR (ii) WITH RESPECT TO
              WHICH SUCH PURCHASER HAS SOLE INVESTMENT DISCRETION; OR (B) A
              QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN THE MEANING OF RULE
              144A UNDER THE ACT WHICH IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR
              FOR ONE OR MORE ACCOUNTS, EACH OF WHICH IS A QIB AND WITH RESPECT
              TO EACH OF WHICH THE PURCHASER HAS SOLE INVESTMENT DISCRETION; AND
              THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY
              RELY UPON THE EXEMPTION FROM THE REGISTRATION PROVISIONS OF
              SECTION 5 OF THE ACT PROVIDED BY RULE 144A. BY ITS ACCEPTANCE OF A
              NOTE, THE PURCHASER THEREOF ALSO SHALL ALSO BE DEEMED TO AGREE
              THAT ANY RESALE OR OTHER TRANSFER THEREOF WILL BE MADE ONLY (A) IN
              A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT, EITHER (1)
              TO THE ISSUER OR TO CREDIT SUISSE FIRST BOSTON CORPORATION OR
              ANOTHER PERSON DESIGNATED BY THE ISSUER AS A PLACEMENT AGENT FOR
              THE NOTES (COLLECTIVELY, THE "PLACEMENT AGENTS"), NONE OF WHICH
              SHALL HAVE ANY OBLIGATION TO ACQUIRE SUCH NOTE, (2) THROUGH A
              PLACEMENT AGENT TO AN INSTITUTIONAL ACCREDITED INVESTOR OR A QIB,
              OR (3) TO A QIB IN A TRANSACTION THAT MEETS THE REQUIREMENTS OF
              RULE 144A AND (B) IN MINIMUM AMOUNTS OF $250,000.


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<PAGE>   16


                                                                       EXHIBIT B

                           FURTHER PROVISIONS RELATING
                               TO INDEMNIFICATION

         (a)      The Issuer agrees to reimburse each Indemnitee for all
expenses (including reasonable fees and disbursements of internal and external
counsel) as they are incurred by it in connection with investigating or
defending any loss, claim, damage, liability or action in respect of which
indemnification may be sought under Section 5 of the Agreement (whether or not
it is a party to any such proceedings).

         (b)      Promptly after receipt by an Indemnitee of notice of the
existence of a Claim, such Indemnitee will, if a claim in respect thereof is to
be made against the Issuer, notify the Issuer in writing of the existence
thereof; provided that (i) the omission so to notify the Issuer will not relieve
it from any liability which it may have hereunder unless and except to the
extent it did not otherwise learn of such Claim and such failure results in the
forfeiture by the Issuer of substantial rights and defenses, and (ii) the
omission so to notify the Issuer will not relieve it from liability which it may
have to an Indemnitee otherwise than on account of this indemnity agreement. In
case any such Claim is made against any Indemnitee and it notifies the Issuer of
the existence thereof, the Issuer will be entitled to participate therein, and
to the extent that it may elect by written notice delivered to the Indemnitee,
to assume the defense thereof, with counsel reasonably satisfactory to such
Indemnitee; provided that if the defendants in any such Claim include both the
Indemnitee and the Issuer and the Indemnitee shall have concluded that there may
be legal defenses available to it which are different from or additional to
those available to the Issuer, the Issuer shall not have the right to direct the
defense of such Claim on behalf of such Indemnitee, and the Indemnitee shall
have the right to select separate counsel to assert such legal defenses on
behalf of such Indemnitee. Upon receipt of notice from the Issuer to such
Indemnitee of the Issuer's election so to assume the defense of such Claim and
approval by the Indemnitee of counsel, the Issuer will not be liable to such
Indemnitee for expenses incurred thereafter by the Indemnitee in connection with
the defense thereof (other than reasonable costs of investigation) unless (i)
the Indemnitee shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the Issuer shall not be liable for
the expenses of more than one separate counsel (in addition to any local counsel
in the jurisdiction in which any Claim is brought), approved by the Dealer,
representing the Indemnitee who is party to such Claim), (ii) the Issuer shall
not have employed counsel reasonably satisfactory to the Indemnitee to represent
the Indemnitee within a reasonable time after notice of existence of the Claim
or (iii) the Issuer has authorized in writing the employment of counsel for the
Indemnitee. The indemnity, reimbursement and contribution obligations of the
Issuer hereunder shall be in addition to any other liability the Issuer may
otherwise have to an Indemnitee and shall be binding upon and inure to the
benefit of any successors, assigns, heirs and personal representatives of the
Issuer and any Indemnitee. The Issuer agrees that without the Dealer's prior
written consent, it will not settle, compromise or consent to the entry of any
judgment in any Claim in respect of which indemnification may be sought under
the indemnification provision of the Agreement (whether or not the Dealer or any
other Indemnitee is an actual or potential party to such Claim), unless such
settlement, compromise or consent includes an unconditional release of each
Indemnitee from all liability arising out of such Claim.


                                       16