<PAGE>   1
                                                                   EXHIBIT 10.17








                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                               ROBERT L. NARDELLI

                                       AND

                              THE HOME DEPOT, INC.


<PAGE>   2


                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                               ROBERT L. NARDELLI
                                       AND
                              THE HOME DEPOT, INC.


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                              Page


<S>                                                                                                           <C>
1. EMPLOYMENT....................................................................................................5
2. PERIOD OF EMPLOYMENT..........................................................................................5
3. DUTIES DURING THE PERIOD OF EMPLOYMENT........................................................................5
         3.1 DUTIES..............................................................................................5
         3.2 SCOPE...............................................................................................5
4. COMPENSATION AND OTHER PAYMENTS...............................................................................5
         4.1 SALARY..............................................................................................6
         4.2 MAKE WHOLE PAYMENT..................................................................................6
         4.3 ANNUAL BONUS........................................................................................7
         4.4 ANNUAL STOCK OPTION GRANTS..........................................................................7
         4.5 DEFERRED STOCK UNITS................................................................................8
         4.6 PAYMENT OF PROFESSIONAL FEES........................................................................8
5. OTHER EXECUTIVE BENEFITS......................................................................................8
         5.1 DEFERRED COMPENSATION...............................................................................8
         5.2 REGULAR REIMBURSED BUSINESS EXPENSES...............................................................10
         5.3 BENEFIT PLANS......................................................................................10
         5.4 RELOCATION.........................................................................................10
         5.5 PERQUISITES........................................................................................11
6. TERMINATION..................................................................................................11
         6.1 DEATH OR DISABILITY................................................................................11
         6.2 BY THE COMPANY FOR CAUSE...........................................................................11
         6.3 BY EXECUTIVE FOR GOOD REASON.......................................................................12
         6.4 OTHER THAN FOR CAUSE OR GOOD REASON................................................................12
         6.5 NOTICE OF TERMINATION..............................................................................13
         6.6 DATE OF TERMINATION................................................................................13
7. OBLIGATIONS OF THE COMPANY UPON TERMINATION..................................................................13
         7.1 TERMINATION BY THE COMPANY FOR CAUSE OR RESIGNATION WITHOUT GOOD REASON............................13
         7.2 RESIGNATION WITH GOOD REASON; CHANGE IN CONTROL; TERMINATION WITHOUT CAUSE; DEATH; DISABILITY......14
         7.3 RETIREMENT AFTER AGE SIXTY-TWO.....................................................................16
         7.4 COBRA RIGHTS.......................................................................................16
8. CHANGE IN CONTROL............................................................................................16
9. MITIGATION...................................................................................................16
10. INDEMNIFICATION.............................................................................................17
11. CONFIDENTIAL INFORMATION....................................................................................17
12. REMEDY FOR VIOLATION OF SECTION 11..........................................................................17
13. WITHHOLDING.................................................................................................17
14. ARBITRATION.................................................................................................17
15. REIMBURSEMENT OF LEGAL EXPENSES.............................................................................18
16. TAXES.......................................................................................................18
17. SUCCESSORS..................................................................................................19
18. REPRESENTATIONS.............................................................................................19
19. MISCELLANEOUS...............................................................................................20
</TABLE>


                                     - 2 -
<PAGE>   3



                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT ("Agreement"), by and between The Home Depot, Inc., a
Delaware corporation ("Company"), and Robert L. Nardelli ("Executive") is
effective as of December 4, 2000 (the "Effective Date"). In consideration of the
mutual covenants set forth herein, the Company and the Executive hereby agree as
follows:

         1.       EMPLOYMENT. The Company hereby agrees to employ the Executive,
and the Executive agrees to serve the Company, in the capacities described
herein during the Period of Employment (as defined in Section 2 of this
Agreement), in accordance with the terms and conditions of this Agreement.

         2.       PERIOD OF EMPLOYMENT. The term "Period of Employment" shall
mean the period which commences on the Effective Date and, unless earlier
terminated pursuant to Section 6, ends on December 31, 2005; provided, however,
that the Period of Employment shall automatically be extended on a day by day
basis effective on and after January 1, 2003 (so that the remaining term shall
always be three (3) years) until such date as either the Company or the
Executive shall have terminated such automatic extension provision by giving
written notice to the other.

         3.       DUTIES DURING THE PERIOD OF EMPLOYMENT.

                  3.1      DUTIES. During the Period of Employment, the
Executive shall be employed as the President and Chief Executive Officer of the
Company with overall charge and responsibility for the business and affairs of
the Company. The Executive shall report directly to the Company's Board of
Directors (the "Board") and shall perform such duties as the Executive shall
reasonably be directed to perform by the Board. The Company shall cause the
Executive to be elected as follows: (i) to the Board, as of the Effective Date,
(ii) to the Executive Committee of the Board, as of the first regularly
scheduled Board meeting following the Effective Date, and (iii) as sole Chairman
of the Board, on or before December 31, 2001 or as of such date as Executive
shall designate upon not less than thirty (30) days' notice to the Company as
provided under Section 19.2 of this Agreement.

                  3.2      SCOPE. During the Period of Employment, and excluding
any periods of vacation and sick leave to which the Executive is entitled, the
Executive shall devote substantially all of his business time and attention to
the business and affairs of the Company. It shall not be a violation of this
Agreement for the Executive to (i) serve on corporate, civic or charitable
boards or committees, (ii) deliver lectures, fulfill speaking engagements or
teach occasional courses or seminars at educational institutions, or (iii)
manage personal investments, so long as such activities under clauses (i), (ii)
and (iii) do not interfere, in any substantial respect, with the Executive's
responsibilities hereunder.

         4.       COMPENSATION AND OTHER PAYMENTS.

                  4.1      SALARY. During the Period of Employment, the Company
shall pay the Executive an annualized base salary of not less than one million
five hundred thousand dollars


                                     - 3 -
<PAGE>   4


($1,500,000) per year (the "Base Salary"). The Executive's Base Salary shall be
paid in accordance with the Company's executive payroll policy. The Base Salary
shall be reviewed by the Compensation Committee of the Board of the Company (the
"Committee") as soon as practicable after the end of each fiscal year during the
Period of Employment, beginning with the fiscal year ending on February 3, 2002.
Based upon such reviews, the Committee may increase, but shall not decrease, the
Base Salary. Any increase in Base Salary shall not serve to limit or reduce any
other obligation to the Executive under this Agreement.

                  4.2      MAKE WHOLE PAYMENT. As of the Effective Date, the
Company shall grant the Executive:

                           4.2.1    A stock option grant with respect to two
         million five hundred thousand (2,500,000) shares of the Company's
         stock, which shall vest and become exercisable in equal five hundred
         thousand (500,000) share increments on the Effective Date and each of
         the next four anniversaries of the Effective Date, provided that each
         tranche shall vest only if the Executive is employed by the Company on
         that tranche's vesting date, except as provided in this Agreement. Each
         tranche will have a 10-year exercise period beginning at its vesting
         date. The exercise price for this option shall be forty dollars and
         seventy-five cents ($40.75) per share, which is the closing price of
         the Company's stock on the New York Stock Exchange (as reported in The
         Wall Street Journal) on the Effective Date.

                           4.2.2    A fully vested and exercisable 10-year stock
         option grant under the Company's 1997 Omnibus Stock Incentive Plan with
         respect to one million (1,000,000) shares of Company stock, with an
         exercise price equal to forty dollars and seventy-five cents ($40.75),
         which is the closing price of the Company's stock on the New York Stock
         Exchange (as reported in The Wall Street Journal) on the Effective
         Date.

                           4.2.3    A lump-sum cash payment of fifty thousand
         four hundred dollars ($50,400).

                           4.2.4    A ten million dollar ($10,000,000) loan at
         the interest rate of five and eight tenths percent (5.8%) per annum,
         compounded annually, to be disbursed within three business days of the
         Effective Date (the "Executive Loan"). This loan, and the Executive's
         obligation to repay principal and the associated accrued interest
         thereunder, (the term "Loan" covering both principal and accrued
         interest) shall be forgiven (a) twenty percent (20%) on each of the
         first five (5) anniversaries of the Effective Date, provided that the
         Executive is employed by the Company on any such anniversary, or (b)
         earlier, in full on the date of a Change in Control of the Company (as
         defined in Section 7.2.12), if the Executive is employed by the Company
         on such date, or (c) earlier, in full upon the date of the termination
         of the Executive's employment with the Company prior to December 4,
         2005 if such termination is by the Company without Cause (as defined in
         subsection 6.2), by the Executive for Good Reason (as defined in
         subsection 6.3) or by reason of the Executive's death or Disability (as
         defined in subsection 6.1). In addition, if the Loan, or any part of
         the Loan, is forgiven pursuant to


                                     - 4 -
<PAGE>   5

         the preceding sentence, the Company shall pay the Executive, on or
         prior to such date as the Executive shall be required to pay federal,
         state or local taxes with respect to the forgiveness of the Loan, an
         additional payment (the "Gross-Up Payment") in an amount sufficient to
         fully reimburse the Executive with respect to all federal, state and
         local taxes with respect to the forgiveness of accrued interest and
         with respect to receipt of the Gross-Up Payment. If, prior to the fifth
         anniversary of the Effective Date, the Executive's employment with the
         Company is terminated by the Company for Cause or by the Executive
         other than for Good Reason, then the remaining principal balance (not
         including accrued interest) of the Executive Loan shall be repaid by
         the Executive in annual two million dollar ($2,000,000) installments,
         which shall be made on the next anniversary or anniversaries, as the
         case may be, of the Effective Date.

                  4.3      ANNUAL BONUS. Beginning with the Company's fiscal
year ending on the last Sunday in January 2002, as soon as practicable after the
end of each fiscal year, the Committee shall review the Executive's performance
under this Agreement as part of Executive's participation under the appropriate
bonus plan of the Company as in effect from time to time. The Executive's annual
bonus shall be at a target of no less than three million dollars ($3,000,000)
(the "Target Amount") and a maximum of no less than four million dollars
($4,000,000) (the "Maximum Amount"). Nothing contained herein shall prevent the
Committee from paying an annual bonus in excess of the Maximum Amount. The
Executive shall be paid his annual bonus no later than other senior executives
of the Company are paid their annual bonuses. For each year during the Period of
Employment, and for any period during the Period of Employment which is less
than one year due to termination of the Executive's employment for any reason
other than Cause, the Executive will receive an annual bonus of no less than the
full Target Amount.

                  4.4      ANNUAL STOCK OPTION GRANTS. The Committee shall in
2002 and subsequent calendar years grant to the Executive ten-year options with
respect to shares of Company stock, with such grants to be made at the same time
during the calendar year as grants are generally made to senior executives of
the Company. Such annual grants shall be consistent with competitive pay
practices generally and appropriate relative to awards made to other senior
executives of the Company; provided, however, that each such annual grant shall
be to purchase no less than four hundred fifty thousand (450,000) shares of
Company Stock, with such number to be adjusted appropriately in the event of any
change in the outstanding shares of Company Stock by reason of a stock dividend
or split, recapitalization, merger, consolidation or other similar corporate
change or distribution of stock or property by the Company. These option grants
shall vest in four equal increments, with one tranche vesting on the second
anniversary of the grant date and one tranche vesting on each of the next three
anniversaries of the grant date (the "Vesting Scheme"); provided, however that
an annual option grant shall instead vest pursuant to normal Company practice at
the time of grant, so long as such then-current practice is no slower than the
Vesting Scheme. Any annual option grant may vest subject to a different vesting
schedule, so long as such vesting schedule is no slower than the faster of the
Vesting Scheme or the then-current normal Company practice at the time of such
stock option grant.


                                     - 5 -
<PAGE>   6

                  4.5      DEFERRED STOCK UNITS. As of the Effective Date, the
Company shall grant the Executive an award of deferred stock units corresponding
to seven hundred fifty thousand (750,000) shares of Company stock. Such award
shall vest in equal one hundred fifty thousand (150,000) share increments on the
Effective Date and each of the first four anniversaries of the Effective Date;
provided that each tranche shall vest only if the Executive is employed by the
Company on that tranche's vesting date, except as provided in this Agreement. On
the January 1 following the second anniversary of each vesting date (as
illustrated in the schedule on Appendix A hereto) one share of stock for each
unit shall be distributed to the Executive, unless such distribution is further
deferred by the Executive by the second December 31 following the vesting date
(as illustrated in the schedule on Appendix A hereto). The Executive shall
receive a dividend equivalent cash payment on all vested deferred stock units
when dividends are paid to shareholders. Unless otherwise agreed to by the
Executive and the Company, the Company shall, within ten (10) days after
termination of the Executive's employment for any reason, deliver to the
Executive one share of Company stock for each vested deferred stock unit for
which stock has not yet been distributed to the Executive.

                  4.6      PAYMENT OF PROFESSIONAL FEES. The Company shall pay
on the Executive's behalf all statements rendered to the Executive by the
Executive's attorneys, accountants and other advisors for reasonable fees and
expenses in connection with the negotiation and preparation of this Agreement.
The Company shall pay the Executive, on or prior to such date as the Executive
shall be required to pay federal, state or local taxes with respect to the
Company's payment of such professional fees, an additional payment (the
"Gross-Up Payment") in an amount sufficient to fully reimburse the Executive
with respect to all federal, state and local taxes with respect to the Company's
payment of such professional fees and with respect to receipt of the Gross-Up
Payment.

         5.       OTHER EXECUTIVE BENEFITS.

                  5.1      DEFERRED COMPENSATION.

                           5.1.1    Upon termination of the Executive's
         employment, the Executive shall be entitled to a cash benefit (the
         "Deferred Compensation") in the form of a single life annuity for the
         life of Executive, commencing on the later of his 62nd birthday or
         termination of employment, in an annual amount equal to 50% of the
         Executive's Final Earnings. Final Earnings shall equal the sum of the
         Executive's (i) then-current Base Salary as of the date of termination
         and (ii) most recent annual bonus (or then-current Target Amount, if
         greater) as of the date of termination; provided, however, that Final
         Earnings shall not be less than four million five hundred thousand
         dollars ($4,500,000) (the sum of the original Base Salary and original
         Target Amount under this Agreement). The Deferred Compensation shall be
         subject to offset for all employer-funded qualified and non-qualified
         defined benefit pension benefits paid or payable to the Executive from
         the Company or the Executive's prior employers. In the event any amount
         taken into account as an offset is not paid (other than as a result of
         the death of the Executive, or of any action by Executive), and a final
         determination is made that such amount will not be paid to Executive,
         then the Executive shall be entitled to receive an additional amount

                                     - 6 -
<PAGE>   7

         from the Company equivalent to such unpaid amount. The Executive and
         the Company shall cooperate with each other in connection with any
         proceeding or claim against a prior employer relating to the payment of
         such an amount to Executive, and all expenses incurred by the Executive
         in connection therewith shall be paid by the Company promptly upon
         notice from Executive.

                           5.1.2    In the event the Executive's employment is
         terminated either (i) by the Company for Cause or (ii) by the Executive
         without Good Reason, and such termination occurs prior to the
         Executive's 62nd birthday, the Deferred Compensation amount at age 62
         shall be reduced by 3% for each full year during the period between
         such termination and the Executive's 62nd birthday.

                           5.1.3    In the event the Executive's employment is
         terminated either (i) by the Company for Cause or (ii) by the Executive
         without Good Reason, and such termination occurs prior to the fifth
         anniversary of the Effective Date, the Deferred Compensation amount at
         age 62 (after any applicable reduction under subsection 5.1.2) shall be
         reduced by 20% for each full year during the period between such
         termination and the fifth anniversary of the Effective Date.

                           5.1.4    Termination of the Executive's employment
         for any reason other than (i) by the Company for Cause or (ii) by the
         Executive without Good Reason shall not cause a reduction in the
         Deferred Compensation under subsection 5.1.2 or 5.1.3. In the event of
         the Executive's death prior to commencement of the payment of the
         Deferred Compensation, the Executive's surviving spouse (or, if there
         is no surviving spouse, Executive's estate), shall be entitled to
         receive a lump sum payment equal to the lump sum payment to which
         Executive would have been entitled if his Deferred Compensation was
         payable (without reduction under subsection 5.1.2 or 5.1.3) as of the
         date immediately preceding his death and he had elected to receive such
         amount in a lump sum on that date.

                           5.1.5    In the event the Executive commences receipt
         of (or in the event of his death, was deemed to have elected to
         receive) his Deferred Compensation prior to age 62, the Deferred
         Compensation amount (after any applicable reduction(s) under
         subsections 5.1.2 and/or 5.1.3) shall be subject to a discount of 4%
         for each full year between the date the Executive receives or begins to
         receive (or is deemed to have received) the Deferred Compensation and
         the date of the Executive's 62nd birthday. In the event of a Change in
         Control of the Company, this subsection shall be revised by
         substituting "age 55" for "age 62" in the immediately preceding
         sentence.

                           5.1.6    With the consent of the Company, or by
         written election delivered to the Company by the Executive at least
         twelve (12) months prior to the termination of the Executive's
         employment with the Company, the Executive may elect, in lieu of a
         single life annuity, to receive the Deferred Compensation in a lump sum
         or deferred lump sum or installment payments, or a life and term
         certain or joint and survivor annuity, or such other optional form as
         Executive may elect. The amount of such lump sum benefit


                                     - 7 -
<PAGE>   8

         shall be the actuarially equivalent present value of the Deferred
         Compensation that would otherwise have been payable, commencing
         immediately as of the date such lump sum payment is made. Any optional
         form of payment shall have an actuarially equivalent present value
         equal to the amount of such lump sum. For purposes of this Agreement,
         any actuarially equivalent present value shall not be less than the
         present value determined on the basis of the applicable mortality table
         and applicable interest rate prescribed in Internal Revenue Code
         Section 417(e)(3)(A)(ii), in each case as would be applicable to a
         distribution made during the second calendar month immediately
         preceding the calendar month in which such lump sum distribution is
         made or optional form of payment is commenced.

                  5.2      REGULAR REIMBURSED BUSINESS EXPENSES. The Company
shall promptly reimburse the Executive for all expenses and disbursements
reasonably incurred by the Executive in the performance of his duties hereunder
during the Period of Employment.

                  5.3      BENEFIT PLANS. The Executive and his eligible family
members shall be entitled to participate immediately (except for the Company's
401(k) plan, in which the Executive shall be entitled to participate after
satisfying the one-year waiting period), on terms no less favorable to the
Executive than the terms offered to other senior executives of the Company who
perform or have performed in the same capacity as the Executive, in any group
and/or executive life, hospitalization or disability insurance plan, health
program, vacation policy, pension, profit sharing, ESOP, 401(k) and similar
benefit plans (qualified, non-qualified and supplemental) or other fringe
benefits (it being understood that items such as stock options are not fringe
benefits) of the Company (collectively referred to as the "Benefits"); provided,
however, that such Benefits shall be no less, in both scope of coverage and
value of coverage, than the benefits provided to the Executive by the
Executive's immediately preceding employer. The benefit adjustments necessary to
meet the requirements of this paragraph are described in the letter from the
Company to the Executive of even date herewith. In the event that any health
programs or insurance policies applicable to the Benefits provided hereunder
contain a preexisting conditions clause, the Company shall reimburse the
Executive for any COBRA premiums on a tax grossed-up basis. Anything contained
herein to the contrary notwithstanding, the Benefits described herein shall not
duplicate benefits made available to the Executive pursuant to any other
provision of this Agreement.

                  5.4      RELOCATION. The Company shall pay all costs of
relocation of the Executive and his family to the Atlanta metropolitan area in
accordance with the Company's relocation policy supplemented as follows:

                           5.4.1    The Company shall reimburse the Executive
         for reasonable temporary living expenses (including reasonable travel
         expenses between the Executive's primary residence as of the Effective
         Date and the Atlanta metropolitan area) for the Executive and his
         family in the Atlanta metropolitan area for a period not to exceed one
         year from the Effective Date;


                                     - 8 -
<PAGE>   9

                           5.4.2    The Company will make available to the
         Executive the opportunity to sell his present primary residence at
         appraised value through a relocation firm mutually acceptable to the
         Executive and the Company; and

                           5.4.3    All relocation payments and benefits will be
         fully grossed-up for any applicable taxes.

                  5.5      PERQUISITES. The Company shall provide the Executive
such perquisites of employment as are commonly provided to other senior
executives of the Company.

         6.       TERMINATION.

                  6.1      DEATH OR DISABILITY. This Agreement and the Period of
Employment shall terminate automatically upon the Executive's death. If the
Company determines in good faith that the Disability of the Executive has
occurred (pursuant to the definition of "Disability" set forth below), it may
give to the Executive written notice of its intention to terminate the
Executive's employment. In such event, the Executive's employment with the
Company shall terminate effective on the thirtieth day after receipt by the
Executive of such notice given at any time after a period of one hundred twenty
(120) consecutive days of Disability or a period of one hundred eighty (180)
days of Disability within any twelve (12) consecutive months, and, in either
case, while such Disability is continuing ("Disability Effective Date");
provided that, within the thirty (30) days after such receipt, the Executive
shall not have returned to full-time performance of the Executive's duties. For
purposes of this Agreement, "Disability" means the Executive's inability to
substantially perform his duties hereunder, with reasonable accommodation, as
evidenced by a certificate signed either by a physician mutually acceptable to
the Company and the Executive or, if the Company and the Executive cannot agree
upon a physician, by a physician selected by agreement of a physician designated
by the Company and a physician designated by the Executive; provided, however,
that if such physicians cannot agree upon a third physician within thirty (30)
days, such third physician shall be designated by the American Arbitration
Association. Until the Disability Effective Date, the Executive shall be
entitled to all compensation provided for under Section 4 hereof. It is
understood that nothing in this Section 6.1 shall serve to limit the Company's
obligations under Section 7.2 hereof.

                  6.2      BY THE COMPANY FOR CAUSE. During the Period of
Employment after the Effective Date, the Company may terminate the Executive's
employment immediately for "Cause." For purposes of this Agreement, "Cause"
shall mean that (i) the Executive has been convicted of a felony involving theft
or moral turpitude, or (ii) engaged in conduct that constitutes willful gross
neglect or willful gross misconduct with respect to employment duties which
results in material economic harm to the Company; provided, however, that for
the purposes of determining whether conduct constitutes willful gross
misconduct, no act on Executive's part shall be considered "willful" unless it
is done by the Executive in bad faith and without reasonable belief that the
Executive's action was in the best interests of the Company. Notwithstanding the
foregoing, the Company may not terminate the Executive's employment for Cause
unless (i) a determination that Cause exists is made and approved by a majority
of the Company's Board of Directors, (ii) the Executive is given at least thirty
(30) days written notice


                                     - 9 -
<PAGE>   10

of the Board meeting called to make such determination, and (iii) the Executive
and his legal counsel are given the opportunity to address such meeting.

                  6.3      BY EXECUTIVE FOR GOOD REASON. During the Period of
Employment, the Executive's employment hereunder may be terminated by the
Executive for Good Reason upon fifteen (15) days' written notice. For purposes
of this Agreement, "Good Reason" shall mean, without the Executive's consent:

                           6.3.1    Assignment to the Executive of any duties
         inconsistent in any material respect with the Executive's position
         (including status, offices, titles and reporting relationships),
         authority, duties or responsibilities as contemplated by Section 3 of
         this Agreement, or any other action by the Company which results in a
         significant diminution in such position, authority, duties or
         responsibilities, excluding any isolated and inadvertent action not
         taken in bad faith and which is remedied by the Company within ten (10)
         days after receipt of notice thereof given by the Executive;

                           6.3.2    Any failure by the Company to comply with
         any of the provisions of Section 4 or 5 of this Agreement other than an
         isolated and inadvertent failure not committed in bad faith and which
         is remedied by the Company within ten (10) days after receipt of notice
         thereof given by the Executive;

                           6.3.3    The Executive being required to relocate to
         a principal place of employment more than twenty-five (25) miles from
         his principal place of employment with the Company in Atlanta, Georgia
         as of the Effective Date;

                           6.3.4    Delivery by the Company of a notice
         discontinuing the automatic extension provision of Section 2 of this
         Agreement;

                           6.3.5    Failure by the Company to elect the
         Executive to the position of sole Chairman of the Board of Directors,
         in compliance with the terms of Section 3.1; or

                           6.3.6    Any purported termination by the Company of
         the Executive's employment otherwise than as expressly permitted by
         this Agreement.

                  6.4      OTHER THAN FOR CAUSE OR GOOD REASON. The Executive or
the Company may terminate this Agreement for any reason other than for Good
Reason or Cause, respectively, upon thirty (30) days written notice to the
Company or Executive, as the case may be. If the Executive terminates the
Agreement for any reason, he shall have no liability to the Company or its
subsidiaries or affiliates as a result thereof. If the Company terminates the
Agreement, or if the Agreement terminates because of the death of the Executive,
the obligations of the Company shall be as set forth in Section 7 hereof.

                  6.5      NOTICE OF TERMINATION. Any termination by the Company
or by the Executive shall be communicated by a Notice of Termination to the
other party hereto given in accordance with Section 19.2 of this Agreement. For
purposes of this Agreement, a "Notice of Termination" means a written notice
which (i) indicates the specific termination provision in this


                                     - 10 -
<PAGE>   11

Agreement relied upon, (ii) sets forth in reasonable detail, if necessary, the
facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated, and (iii) if the Date
of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date. The failure by the Executive or Company
to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of the basis for termination shall not waive any right
of such party hereunder or preclude such party from asserting such fact or
circumstance in enforcing his or its rights hereunder.

                  6.6      DATE OF TERMINATION. "Date of Termination" means the
date specified in the Notice of Termination; provided, however, that if the
Executive's employment is terminated by reason of death or Disability, the Date
of Termination shall be the date of death of the Executive or the Disability
Effective Date, as the case may be.

         7.       OBLIGATIONS OF THE COMPANY UPON TERMINATION. The following
provisions describe the obligations of the Company to the Executive under this
Agreement upon termination of his employment. However, except as explicitly
provided in this Agreement, nothing in this Agreement shall limit or otherwise
adversely affect any rights which the Executive may have under applicable law,
under any other agreement with the Company, or under any compensation or benefit
plan, program, policy or practice of the Company.

                  7.1      TERMINATION BY THE COMPANY FOR CAUSE OR RESIGNATION
WITHOUT GOOD REASON. In the event this Agreement terminates by reason of the
termination of the Executive's Employment by the Company for Cause or by reason
of the resignation of the Executive other than for Good Reason, the Company
shall pay to the Executive all Accrued Obligations (as defined below) in a lump
sum in cash within thirty (30) days after the Date of Termination. "Accrued
Obligations" shall mean, as of the Date of Termination, the sum of (A) the
Executive's Base Salary through the Date of Termination to the extent not
theretofore paid, (B) except as otherwise previously requested by the Executive,
the amount of any bonus, incentive compensation, deferred compensation (not
including the amounts described in subsection 5.1 of this Agreement, which will
be governed by subsection 5.1) and other cash compensation accrued by the
Executive as of the Date of Termination to the extent not theretofore paid and
(C) any vacation pay, expense reimbursements and other cash entitlements accrued
by the Executive as of the Date of Termination to the extent not theretofore
paid.

                  7.2      RESIGNATION WITH GOOD REASON; CHANGE IN CONTROL;
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. If (i) the Company shall terminate
the Executive's employment other than for Cause, (ii) the Executive shall
terminate his employment at any time for Good Reason or for any reason within
twelve (12) months after a Change in Control or (iii) the Executive's employment
shall terminate due to death or Disability, the Executive shall receive in
addition to the Accrued Obligations, the following:

                           7.2.1    Twenty million dollars ($20,000,000), within
         thirty (30) days after the Date of Termination;


                                     - 11 -
<PAGE>   12

                           7.2.2    Immediate full vesting in (i.e., full
         exercisability for) any options previously granted and not yet vested
         as of the Date of Termination, including but not limited to any such
         options granted under subsection 4.2.1 or subsection 4.4;

                           7.2.3    Continued exercisability, through the end of
         their respective full original terms, for all vested options, whether
         previously vested or vesting under this subsection 7.2;

                           7.2.4    Delivery of one share of Company stock for
         each deferred stock unit vested to the Executive for which stock has
         not yet been distributed to the Executive, as provided under subsection
         4.5;

                           7.2.5    Immediate vesting of any deferred stock
         units described in subsection 4.5 which have not yet vested to the
         Executive, and delivery of one share of Company stock for each deferred
         stock unit subject to accelerated vesting pursuant to this subsection
         7.2.5;

                           7.2.6    For each year prior to 2006 for which the
         annual option award required by subsection 4.4 has not yet been
         granted, immediate grant of a ten-year stock option award having an
         exercise price equal to the fair market value of a share of Company
         stock on the Date of Termination and otherwise complying with the
         requirements of subsection 4.4, with each such award being fully vested
         immediately upon such grant and remaining exercisable for the full
         ten-year term;

                           7.2.7    Immediate full vesting in all other
         otherwise unvested shares of restricted stock of the Company, deferred
         stock units or other equity-based awards (if any) previously awarded to
         the Executive, with immediate termination of all restrictions on such
         awards;

                           7.2.8    Immediate full vesting in the Deferred
         Compensation described in Section 5.1 (i.e., no reductions pursuant to
         subsection 5.1.2 or 5.1.3);

                           7.2.9    Immediate full forgiveness of any
         outstanding balance of principal and accrued interest on the Executive
         Loan, as provided under subsection 4.2.4;

                           7.2.10   Receipt of any other compensation and
         Benefits accrued or earned and vested (if applicable) by the Executive
         as of the Date of Termination (but not duplicative of the Accrued
         Obligations); and

                           7.2.11   For the remainder of the Period of
         Employment (determined without regard to the termination thereof
         pursuant to Section 6) or for three (3) years (whichever is longer),
         the Company shall continue health, prescription drug, dental,
         disability and life insurance benefits to the Executive and/or the
         Executive's eligible family members at least equal to those which would
         have been provided to them in accordance with Section 5.3 of this
         Agreement if the Executive's employment had not been terminated.


                                     - 12 -
<PAGE>   13

                           7.2.12   For purposes of this Agreement, a "Change in
         Control" shall be deemed to have occurred if:

                                    7.2.12.1 Any "person" (as defined in Section
                  13(d) and 14(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act")), excluding for this purpose, (i)
                  the Company or any subsidiary of the Company, or (ii) any
                  employee benefit plan of the Company or any subsidiary of the
                  Company, or any person or entity organized, appointed or
                  established by the Company for or pursuant to the terms of any
                  such plan which acquires beneficial ownership of voting
                  securities of the Company, is or becomes the "beneficial
                  owner" (as defined in Rule 13d-3 under the Exchange Act),
                  directly or indirectly of securities of the Company
                  representing more than 20% of the combined voting power of the
                  Company's then outstanding securities; provided, however, that
                  no Change in Control will be deemed to have occurred as a
                  result of a change in ownership percentage resulting solely
                  from an acquisition of securities by the Company; or

                                    7.2.12.2 During any two (2) consecutive
                  years (not including any period beginning prior to December 3,
                  2000), individuals who at the beginning of such two (2) year
                  period constitute the Board of Directors of the Company and
                  any new director (except for a director designated by a person
                  who has entered into an agreement with the Company to effect a
                  transaction described elsewhere in this definition of Change
                  in Control) whose election by the Board or nomination for
                  election by the Company's stockholders was approved by a vote
                  of at least two-thirds of the directors then still in office
                  who either were directors at the beginning of the period or
                  whose election or nomination for election was previously so
                  approved (such individuals and any such new director being
                  referred to as the "Incumbent Board") cease for any reason to
                  constitute at least a majority of the Board; or

                                    7.2.12.3 Consummation of a reorganization,
                  merger or consolidation or sale or other disposition of all or
                  substantially all of the assets of the Company (a "Business
                  Combination"), in each case, unless, following such Business
                  Combination, (i) all or substantially all of the individuals
                  and entities who were the beneficial owners of outstanding
                  voting securities of the Company immediately prior to such
                  Business Combination beneficially own, directly or indirectly,
                  more than 50% of the combined voting power of the then
                  outstanding voting securities entitled to vote generally in
                  the election of directors, as the case may be, of the company
                  resulting from such Business Combination (including, without
                  limitation, a company which, as a result of such transaction,
                  owns the Company or all or substantially all of the Company's
                  assets either directly or through one or more subsidiaries) in
                  substantially the same proportions as their ownership,
                  immediately prior to such Business Combination, of the
                  outstanding voting securities of the Company; or


                                     - 13 -
<PAGE>   14

                                    7.2.12.4 Approval by the stockholders of the
                  Company of a complete liquidation or dissolution of the
                  Company.

                           7.2.13   Any other provision of this Section 7.2
         notwithstanding, termination of the Executive's employment due to
         involuntary retirement on or after the Executive reaching age
         seventy-two (72) will not be a termination of employment covered by
         this Section 7.2.

                  7.3      RETIREMENT AFTER AGE SIXTY-TWO. If the Executive's
employment with the Company terminates due to his retirement from the Company
after he attains age sixty-two (62), all equity-based awards made to the
Executive shall become fully vested and, if applicable, shall remain exercisable
through the end of their original term.

                  7.4      COBRA RIGHTS. It is understood that the Executive's
rights under this Section 7 are in lieu of all other rights which the Executive
may otherwise have had upon termination of employment under this Agreement;
provided, however, that no provision of this Agreement is intended to adversely
affect the Executive's rights under the Consolidated Omnibus Budget
Reconciliation Act of 1985.

         8.       CHANGE IN CONTROL. In the event of a Change in Control of the
Company: (i) all prior grants to the Executive of stock options, restricted
stock, deferred stock units or other equity-based awards (including but not
limited to grants under subsections 4.2.1, 4.4 and 4.5) shall become fully
vested (and, if applicable, shall remain exercisable through the end of their
respective full original terms); and (ii) the Executive shall be entitled to
receive any other Change-in-Control protection applicable to other senior
executives of the Company, except to the extent that the application thereof
would reduce the Executive's rights or benefits under this Agreement.

         9.       MITIGATION. In no event shall the Executive be obligated to
seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement.
Any severance benefits payable to the Executive shall not be subject to
reduction for any compensation received from other employment.

         10.      INDEMNIFICATION. The Company shall maintain, for the benefit
of the Executive, director and officer liability insurance in form at least as
comprehensive as, and in an amount that is at least equal to, that maintained by
the Company on the Effective Date. In addition, the Executive shall be
indemnified by the Company against liability as an officer and director of the
Company and any subsidiary or affiliate of the Company to the maximum extent
permitted by applicable law. The Executive's rights under this Section 10 shall
continue so long as he may be subject to such liability, whether or not this
Agreement may have terminated prior thereto.

         11.      CONFIDENTIAL INFORMATION. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company, or any of its
subsidiaries, affiliates and businesses, which shall have been obtained


                                     - 14 -
<PAGE>   15

by the Executive pursuant to his employment by the Company or any of its
subsidiaries and affiliates and which shall not have become public knowledge
(other than by acts by the Executive or his representatives in violation of this
Agreement). After termination of the Executive's employment with the Company,
the Executive shall not, without the prior written consent of the Company,
communicate or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it. In no event shall an asserted
violation of the provisions of this Section 11 constitute a basis for deferring
or withholding any amounts otherwise payable to the Executive under this
Agreement.

         12.      REMEDY FOR VIOLATION OF SECTION 11. The Executive acknowledges
that the Company has no adequate remedy at law and will be irreparably harmed if
the Executive breaches or threatens to breach the provisions of Section 11 of
this Agreement, and, therefore, agrees that the Company shall be entitled to
injunctive relief to prevent any breach or threatened breach of such Section and
that the Company shall be entitled to specific performance of the terms of such
Section in addition to any other legal or equitable remedy it may have. Nothing
in this Agreement shall be construed as prohibiting the Company from pursuing
any other remedies at law or in equity that it may have or any other rights that
it may have under any other agreement.

         13.      WITHHOLDING. Anything in this Agreement to the contrary
notwithstanding, all payments required to be made by the Company hereunder to
the Executive shall be subject to withholding, at the time payments are actually
made to the Executive and received by him, of such amounts relating to taxes as
the Company may reasonably determine it should withhold pursuant to any
applicable law or regulation. In lieu of withholding such amounts, in whole or
in part, the Company may, in its sole discretion, accept other provision for
payment of taxes as required by law, provided that it is satisfied that all
requirements of law as to its responsibilities to withhold such taxes have been
satisfied.

         14.      ARBITRATION. Any dispute or controversy between the Company
and the Executive, whether arising out of or relating to this Agreement, the
breach of this Agreement, or otherwise, shall be settled by arbitration
administered by the American Arbitration Association ("AAA") in accordance with
its Commercial Arbitration Rules then in effect, and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Any arbitration shall be held before a single arbitrator who shall be
selected by the mutual agreement of the Company and the Executive, unless the
parties are unable to agree to an arbitrator, in which case, the arbitrator will
be selected under the procedures of the AAA. The arbitrator shall have the
authority to award any remedy or relief that a court of competent jurisdiction
could order or grant, including, without limitation, the issuance of an
injunction. However, either party may, without inconsistency with this
arbitration provision, apply to any court having jurisdiction over such dispute
or controversy and seek interim provisional, injunctive or other equitable
relief until the arbitration award is rendered or the controversy is otherwise
resolved. Except as necessary in court proceedings to enforce this arbitration
provision or an award rendered hereunder, or to obtain interim relief, neither a
party nor an arbitrator may disclose the existence, content or results of any
arbitration hereunder without the prior written consent of the Company and the
Executive. The Company and the Executive


                                     - 15 -
<PAGE>   16

acknowledge that this Agreement evidences a transaction involving interstate
commerce. Notwithstanding any choice of law provision included in this
Agreement, the United States Federal Arbitration Act shall govern the
interpretation and enforcement of this arbitration provision. The arbitration
proceeding shall be conducted in Atlanta, Georgia or such other location to
which the parties may agree. The Company shall pay the costs of any arbitrator
appointed hereunder.

         15.      REIMBURSEMENT OF LEGAL EXPENSES. In the event that the
Executive is successful, whether in mediation, arbitration or litigation, in
pursuing any claim or dispute involving the Executive's employment with the
Company, including any claim or dispute relating to (a) this Agreement, (b)
termination of the Executive's employment with the Company or (c) the failure or
refusal of the Company to perform fully in accordance with the terms hereof, the
Company shall promptly reimburse the Executive for all costs and expenses
(including, without limitation, attorneys' fees) relating solely, or allocable,
to such successful claim. In any other case, the Executive and the Company shall
each bear all their own respective costs and attorneys' fees.

         16.      TAXES. In the event that the aggregate of all payments or
benefits made or provided to, or that may be made or provided to, the Executive
under this Agreement and under all other plans, programs and arrangements of the
Company (the "Aggregate Payment") is determined to constitute a "parachute
payment," as such term is defined in Section 280G(b)(2) of the Internal Revenue
Code, the Company shall pay to the Executive, prior to the time any excise tax
imposed by Section 4999 of the Internal Revenue Code ("Excise Tax") is payable
with respect to such Aggregate Payment, an additional amount which, after the
imposition of all income and excise taxes thereon, is equal to the Excise Tax on
the Aggregate Payment. The determination of whether the Aggregate Payment
constitutes a parachute payment and, if so, the amount to be paid to the
Executive and the time of payment pursuant to this Section 16 shall be made by
an independent auditor (the "Auditor") jointly selected by the Company and the
Executive and paid by the Company. The Auditor shall be a nationally recognized
United States public accounting firm which has not, during the two (2) years
preceding the date of its selection, acted in any way on behalf of the Company
or any affiliate thereof. If the Executive and the Company cannot agree on the
firm to serve as the Auditor, then the Executive and the Company shall each
select one accounting firm and those two firms shall jointly select the
accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the
event that the amount of the Executive's Excise Tax liability is subsequently
determined to be greater than the Excise Tax liability with respect to which an
initial payment to the Executive under this Section 16 has been made, the
Company shall pay to the Executive an additional amount with respect to such
additional Excise Tax (and any interest and penalties thereon) at the time and
in the amount determined by the Auditor so as to make the Executive whole, on an
after-tax basis, with respect to such Excise Tax (and any interest and penalties
thereon) and such additional amount paid by the Company. In the event the amount
of the Executive's Excise Tax liability is subsequently determined to be less
than the Excise Tax liability with respect to which an initial payment to the
Executive has been made, the Executive shall, as soon as practical after the
determination is made, pay to the Company the amount of the overpayment by the
Company, reduced by the amount of any relevant taxes already paid by the
Executive and not refundable, all as determined


                                     - 16 -
<PAGE>   17

by the Auditor. The Executive and the Company shall cooperate with each other in
connection with any proceeding or claim relating to the existence or amount of
liability for Excise Tax, and all expenses incurred by the Executive in
connection therewith shall be paid by the Company promptly upon notice of demand
from the Executive.

         17.      SUCCESSORS.

                  17.1     This Agreement is personal to the Executive and
without the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
heirs and legal representatives.

                  17.2     This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

                  17.3     The Company shall require any successor (whether
direct or indirect, by purchase, merger, reorganization, consolidation,
acquisition of property or stock, liquidation, or otherwise) to all or a
substantial portion of its assets, by agreement in form and substance reasonably
satisfactory to the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform this Agreement if no such succession had taken place.
Regardless of whether such an agreement is executed, this Agreement shall be
binding upon any successor of the Company in accordance with the operation of
law, and such successor shall be deemed the "Company" for purposes of this
Agreement.

                  17.4     As used in this Agreement, the term "Company" shall
include any successor to the Company's business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.

         18.      REPRESENTATIONS.

                  18.1     The Company represents and warrants that (i) the
execution of this Agreement has been duly authorized by the Company, including
action of the Board and Committee, (ii) the execution, delivery and performance
of this Agreement by the Company does not and will not violate any law,
regulation, order, judgment or decree or any agreement, plan or corporate
governance document of the Company and (iii) upon the execution and delivery of
this Agreement by the Executive, this Agreement shall be the valid and binding
obligation of the Company, enforceable in accordance with its terms, except to
the extent enforceability may be limited by applicable bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally and by the
effect of general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).

                  18.2     The Executive represents and warrants to the Company
that (i) the execution, delivery and performance of this Agreement by the
Executive does not and will not violate any law, regulation, order, judgment or
decree or any agreement to which the Executive is a party or by which he is
bound, (ii) although the Executive is bound by certain


                                     - 17 -
<PAGE>   18

noncompetition, nonsolicitation and confidentiality covenants in an agreement
with his immediately preceding employer, the Executive is not a party to or
bound by any employment agreement, noncompetition agreement or confidentiality
agreement with any person or entity that would interfere materially with this
Agreement or his performance of services hereunder, and (iii) upon the execution
and delivery of this Agreement by the Company, this Agreement shall be the valid
and binding obligation of the Executive, enforceable in accordance with its
terms, except to the extent enforceability may be limited by applicable
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and by the effect of general principles of equity (regardless
of whether enforceability is considered in a proceeding in equity or at law).

         19.      MISCELLANEOUS.

                  19.1     This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia, without reference to
principles of conflicts of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

                  19.2     All notices and other communications hereunder shall
be in writing and shall be given by hand delivery to the other party, by
overnight courier, or by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:

                  If to the Executive:

                  Robert L. Nardelli
                  1 Cobble Court
                  Loudonville, NY  12211

                  with a copy to:

                  Robert J. Stucker, Esq.
                  Vedder, Price, Kaufman & Kammholz
                  222 N. LaSalle Street
                  26th Floor
                  Chicago, IL  60601

                  If to the Company:

                  The Home Depot, Inc.
                  2455 Paces Ferry Road
                  Atlanta, GA  30339
                  Attn:  General Counsel


                                     - 18 -
<PAGE>   19

or to such other address as either of the parties shall have furnished to the
other in writing in accordance herewith. Notice and communications shall be
effective when actually received by the addressee.

                  19.3     None of the provisions of this Agreement shall be
deemed to impose a penalty.

                  19.4     The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                  19.5     Any party's failure to insist upon strict compliance
with any provision hereof shall not be deemed to be a waiver of such provision
or any other provision hereof.

                  19.6     This Agreement supersedes any prior employment
agreement or understandings, written or oral between the Company and the
Executive and contains the entire understanding of the Company and the Executive
with respect to the subject matter hereof.

                  19.7     This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates written below.

                                  THE HOME DEPOT, INC.


                                  By: /s/ Bernard Marcus
                                      ------------------
                                          Bernard Marcus
                                          Co-Chairman of the Board

                                  Date:


                                  By:
                                      ---------------------
                                          John L. Clendenin
                                          Chairman of the Compensation
                                          Committee of the Board

                                  Date:



                                  By: /s/ Robert L. Nardelli
                                      ----------------------
                                          Robert L. Nardelli
                                          President and Chief Executive Officer


                                  Date:


                                     - 19 -
<PAGE>   20


         APPENDIX A

                        SCHEDULE FOR DEFERRED STOCK UNITS


<TABLE>
<CAPTION>
      VESTING DATE            DEFERRAL ELECTION DATE       DISTRIBUTION DATE
<S>   <C>                     <C>                          <C>
1.    December 4, 2000        December 31, 2001            January 1, 2003

2.    December 4, 2001        December 31, 2002            January 1, 2004

3.    December 4, 2002        December 31, 2003            January 1, 2005

4.    December 4, 2003        December 31, 2004            January 1, 2006

5.    December 4, 2004        December 31, 2005            January 1, 2007
</TABLE>


                                     - 20 -

<PAGE>   21

                             [Home Depot Letterhead]

                                                                January 19, 2001

Mr. Robert L. Nardelli
1 Cobble Court
Loudonville, New York 12211

Dear Bob:

         This letter is delivered to you as a supplement to your Employment
Agreement (the "Agreement") with The Home Depot, Inc. (the "Company") of even
date herewith, as provided for in Paragraph 5.3 of the Agreement.

         During your Period of Employment with the Company and subject to the
terms of the Agreement, the Company will provide you with the following
benefits, which shall satisfy the Company's obligation to provide you with
benefits no less than, in both scope and value of coverage, the benefits
provided you by General Electric Company:

1.       Life Insurance. The Company will assume from General Electric Company,
         its obligations under the following three insurance policies:

         (1)      GE Executive Life Policy number 918490013U;
         (2)      Executive Life Policy number 955190365UE; and
         (3)      Leadership Life Policy number 945192518UE.

         Alternatively, at your option, the Company shall provide you with term
         life insurance with a death benefit of $25 million, with a guaranteed
         minimum term of fifteen (15) years.

         The Company will pay you, on or prior to such date as you are required
         to pay federal, state or local taxes with respect to the provision of
         the life insurance described in this item 1, an additional payment in
         an amount sufficient to fully reimburse you with respect to all
         federal, state and local taxes with respect to this life insurance and
         with respect to receipt of the additional payment.

2.       Basic Life Insurance. In addition to the life insurance described in
         paragraph 1, the Company will provide you with the life insurance
         benefits generally provided to executives of the Company, subject the
         usual terms under which such life insurance is normally offered from
         time to time.

3.       Health Insurance. The Company shall provide you and your eligible
         family members with full health care insurance under its Cigna
         Preferred Provider Access plan (or similar plan), in accordance with
         its terms as in effect from time to time.


<PAGE>   22

4.       Prescription Drug Program. You and your family will be entitled to
         participate in the Company's prescription drug program, in accordance
         with its terms as in effect from time to time.

5.       Dental Insurance. You and your family will be able to participate in
         the Company's dental insurance program, in accordance with its terms as
         in effect from time to time.

6.       Salary Continuation and Disability Insurance. You will be covered by
         the Company's salary continuation and long-term disability insurance
         programs, in accordance with their terms as in effect from time to
         time.

7.       Automobile. The Company shall provide you with the use of an
         automobile, to be selected by you, such automobile to be similar in
         class to that of the current Mercedes Benz S600. It is anticipated that
         the automobile will be leased by the Company for a period up to three
         years. The Company will provide you with a new leased or purchased
         vehicle every three years. In addition, the Company shall pay for all
         maintenance, repairs, insurance and similar cost related to the
         automobile.

         The Company will pay you, on or prior to such date as you are required
         to pay federal, state or local taxes with respect to the provision of
         the automobile benefit described in this item 7, an additional payment
         in an amount sufficient to fully reimburse you with respect to all
         federal, state and local taxes with respect to this automobile benefit
         and with respect to receipt of the additional payment.

8.       Aircraft. The Company will make available a private aircraft for use by
         you and your family. The Company requires, where practicable, that you
         travel by use of such aircraft, for security purposes. Your family's
         personal use of such aircraft will require the inclusion in your
         taxable income, an amount equal to the related benefit of such
         accommodations. Such inclusion shall be made as required under the
         Internal Revenue Code and related regulations.

         The Company will pay you, on or prior to such date as you are required
         to pay federal, state or local taxes with respect to the provision of
         the aircraft benefit described in this item 8, an additional payment in
         an amount sufficient to fully reimburse you with respect to all
         federal, state and local taxes with respect to this aircraft benefit
         and with respect to receipt of the additional payment.

9.       Professional Services. The Company shall, in addition to the benefits
         provided to you under Paragraph 4.6 of the Agreement, reimburse you for
         financial planning and tax consultation and services up to $150,000 per
         three-year period.

         The Company will pay you, on or prior to such date as you are required
         to pay federal, state or local taxes with respect to the provision of
         the professional services benefit described in this item 9, an
         additional payment in an amount sufficient to fully reimburse you with
         respect to all federal, state and local taxes with respect to this
         professional services benefit and with respect to receipt of the
         additional payment.

10.      Retirement and 401(k) Plans. You will be entitled to participate in the
         Company's retirement and 401(k) plans, in accordance with the terms of
         such plans in effect from time to time.


<PAGE>   23

11.      Employee Stock Purchase Plan. You will be entitled to participate in
         the Company's voluntary stock contribution plan, in accordance with its
         terms as in effect from time to time.

12.      Cafeteria Plan. You will be entitled to participate in the Company's
         Cafeteria plan, in accordance with its terms as in effect from time to
         time.

13.      Vacation. You will be entitled to six weeks of paid vacation, to be
         taken at your discretion.

14.      Other Benefit Plans. You and your family will be entitled to
         participate in any and all of the Company's other benefits plans
         applicable to senior executives, in accordance with their respective
         terms as in effect from time to time.

                                    Very truly yours,


                                    By: /s/ Bernard Marcus
                                       ----------------------------------------
                                       Bernard Marcus
                                       Co-Chairman of the Board


                                    By: /s/ John L. Clendenin
                                        ----------------------------------------
                                        John L. Clendenin
                                        Chairman of the Compensation
                                        Committee of the Board