EX-4.2



 






Exhibit 4.2




[FORM OF FACE OF SECURITY]




[GLOBAL SECURITIES LEGEND




          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE
TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR
ALL PURPOSES.




          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.]








 









 








	 	 	 
	No.

	 	$ 
	

	 	 
	[CUSIP]
	 	 
	[ISIN]
	 	 






The Home Depot, Inc.




________% Note Due ____________




          The Home Depot, Inc., a Delaware corporation (the “Company”), for value received hereby
promises to pay to                      or registered assigns the principal sum of                      Dollars ($
                     ) at the Company’s office or agency for said purpose in the City of New York, on
                     , in such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay interest,
semi-annually on                      and                      (each an “Interest Payment Date”) of each year, commencing
on                      , on said principal sum in like coin or currency at the rate per annum set forth
above at said office or agency from the most recent Interest Payment Date to which interest on the
Securities of this series has been paid or duly provided for or, if no interest on the Securities
of this series has been paid or duly provided for, from                      . The interest so payable on
any Interest Payment Date will, except as otherwise provided in the Indenture referred to on the
reverse hereof, be paid to the person in whose name this Security is registered at the close of
business on the                      or                      , as the case may be, preceding the relevant Interest
Payment Date (the “Regular Record Date”) whether or not such day is a business day; provided that
interest may be paid, at the option of the Company, by mailing a check therefor payable to the
registered holder entitled thereto at such holder’s last address as it appears on the Security
Register or by wire transfer, in immediately available funds, to such bank or other entity in the
continental United States as shall be designated in writing by such holder prior to the relevant
Regular Record Date and shall have appropriate facilities for such purpose. If and for so long as
all of the Securities of this series are represented by Securities in global form, the principal
of, premium, if any, and interest on this global Security shall be paid in same day funds to the
Depositary, or to such name or entity as is requested by an authorized representative of the
Depositary.




          Reference is made to the further provisions set forth on the reverse hereof. Such further
provisions shall for all purposes have the same effect as though fully set forth at this place.




          This Security shall not be valid or obligatory until the certificate of authentication hereon
shall have been duly signed by the Trustee acting under the Indenture.




2









 








          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.




	 	 	 	 	 
	 	 	THE HOME DEPOT, INC.
	 
	 	 	 	 
	

	 	By:
	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:






3









 






[FORM OF REVERSE OF SECURITY]




The Home Depot, Inc.




___________% Note Due __________




          This Security is one of a duly authorized issue of debt securities of the Company, issued or
to be issued in one or more series pursuant to an indenture dated as of May 4, 2005 (the
“Indenture”), duly executed and delivered by the Company to The Bank of New York Trust Company,
N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the
Indenture). Reference is hereby made to the Indenture and all indentures supplemental thereto for
a description of the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the holders (the words “holders” or “holder” meaning the registered
holders or registered holder) of the Securities of this series.




          This Security will bear interest until final Maturity at the rate per annum shown above.
Interest will be computed on the basis of a 360-day year consisting of twelve months of 30 days
each. The Company will pay interest on overdue principal, premium, if any, and to the extent
lawful, interest on overdue installments of interest, at the same rate.




          In case an Event of Default, as defined in the Indenture, shall have occurred and be
continuing with respect to this series of Securities, the principal of all the outstanding
Securities of this series may be declared due and payable, in the manner and with the effect, and
subject to the conditions, provided in the Indenture. The Indenture provides that in certain
events such declaration and its consequences may be waived by the holders of a majority in
aggregate Principal Amount of the Securities of this series then outstanding and that, prior to any
such declaration, such holders may waive any past default under the Indenture and its consequences
except a default in the payment of principal of, premium, if any, or interest on any of the
Securities of this series. Any such consent or waiver by the holder of this Security (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all
future holders and owners of this Security and any Security of this series which may be issued in
exchange or substitution herefor, whether or not any notation thereof is made upon this Security or
such other Securities of this series.




          The Indenture permits, with certain exceptions as therein provided, the Company and the
Trustee, with the consent of the holders of at least a majority in aggregate Principal Amount of
the Securities at the time outstanding, evidenced as provided in the Indenture, to execute
supplemental indentures adding any provisions to or changing in any manner or eliminating any of
the provisions of the Indenture or of any supplemental indenture or modifying in any manner the
rights of the holders of the Securities.




          Notwithstanding the foregoing, without the consent of any holder of Securities of this series,
the Company and the Trustee may amend or supplement the Indenture or the Securities of this series
to cure any ambiguity, defect or inconsistency, to provide for uncertificated Securities of this
series in addition to or in place of certificated Securities of this series, to provide for the
assumption of the Company’s obligations to holders of Securities of this series in the case of a
transaction described in Section 10.01, to make any change that would




4









 








provide any additional rights or benefits to the holders of Securities of this series or that
does not adversely affect the legal rights under the Indenture of any such holder, or to comply
with requirements of the Commission in order maintain the qualification of the Indenture under the
Trust Indenture Act.




          No reference herein to the Indenture and no provision of this Security shall alter or impair
the obligation of the Company, which is absolute and unconditional, to pay the principal of,
premium, if any, and interest on this Security at the place, times, and rate, and in the currency,
herein prescribed.




          The Securities of this series are issuable only as registered Securities without coupons in
denominations of $1,000 and any multiple of $1,000.




          At the office or agency of the Company referred to on the face hereof and in the manner and
subject to the limitations provided in the Indenture and this Security, Securities of this series
may be exchanged for a like aggregate Principal Amount of Securities of this series of other
authorized denominations.




          Upon due presentment for registration of transfer of this Security at the above-mentioned
office or agency of the Company, a new Security or Securities of this series of authorized
denominations, for a like aggregate Principal Amount, will be issued to the transferee as provided
in the Indenture. No service charge shall be made for any such transfer, but the Company may
require payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto.




          [If applicable, insert: The Securities of this series are redeemable in whole or in part, at
the option of the Company, at any time and from time to time, on not less than 30 or more than 60
days’ prior notice mailed to the holders of the Securities of this series, at a redemption price
equal to ___.




          Subject to payment by the Company of a sum sufficient to pay the amount due on redemption,
interest on this Security (or portion hereof if this Security is redeemed in part) shall cease to
accrue upon the date duly fixed for redemption of this Security (or portion hereof if this Security
is redeemed in part). In the event of redemption of this Security in part only, a new Security or
Securities of this series for the unredeemed portion hereof will be issued in the name of the
holder hereof upon the cancellation hereof.]




          [If applicable, insert: The Securities of this series are not redeemable prior to Maturity.]




          The Company, the Trustee, and any authorized agent of the Company or the Trustee, may deem and
treat the registered holder hereof as the absolute owner of this Security (whether or not this
Security shall be overdue and notwithstanding any notation of ownership or other writing hereon
made by anyone other than the Company, the Trustee or any authorized agent of the Company or the
Trustee), for the purpose of receiving payment of, or on account of, the principal hereof and
premium, if any, and interest hereon and for all other purposes, and none of the Company, the
Trustee nor any authorized agent of the Company or the Trustee shall be affected by any notice to
the contrary.




5









 








          [If applicable, insert: The Securities of this series are subject to defeasance as described
in the Indenture.]




          No recourse shall be had for the payment of the principal of, premium, if any, or the interest
on this Security, for any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company or any successor corporation, whether
by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.




          The Indenture is hereby incorporated by the reference and, to the extent of any variance
between the provisions hereof and the Indenture, the Indenture shall control. Terms used but not
defined herein have the meanings assigned to such terms in the Indenture.




          This Security shall be deemed to be a contract under the laws of the State of New York, and
for all purposes shall be construed in accordance with the laws of said State, except as may
otherwise be required by mandatory provisions of law.




6









 








[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]




Dated:




          This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.




	 	 	 	 	 
	 	 	THE BANK OF NEW YORK TRUST
	

	 	 	 	COMPANY, N.A.,
	

	 	 	 	as Trustee
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Authorized Signatory






7









 






[FORM OF TRANSFER NOTICE]




          FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s)
unto




          Insert Taxpayer Identification No.




          Please print or typewrite name and address including zip code of assignee of the within
Security and all rights thereunder, hereby irrevocably constituting and appointing ___to
transfer said Security on the books of the Company with full power of substitution in the premises.




	 	 	 
	


	 	 
	By:
	 	 
	Date:
	 	 







8










 






[TO BE ATTACHED TO GLOBAL SECURITIES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY




The following increases or decreases in this Global Security have been made:




	 	 	 	 	 	 	 
	

	 	 	 	 	 	Principal Amount of this
	

	 	 	 	 	 	Signature of authorized Global
	

	 	Amount of
	 	Amount of increase in
	 	Security following officer of
	

	 	decrease in Amount of this
	 	Amount of this Global
	 	Trustee or such decrease or
	Date of Principal Exchange

	 	Global Principal Security
	 	Security
	 	increase Securities Custodian









9