8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 23, 2006

THE HOME DEPOT, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-8207	95-3261426
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2455 Paces Ferry Road, N.W. Atlanta, Georgia 30339

(Address of Principal Executive Offices) (Zip Code)

(770) 433-8211

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.     Entry into a Material Definitive Agreement.

On February 23, 2006, the Leadership Development and Compensation Committee of the Board of Directors of The Home Depot, Inc. (the “Company”) approved a (i) Form of Restricted Stock Award for the Company’s U.S. officers, (ii) Form of Nonqualified Stock Option Award for the Company’s officers, (iii) Form of LTIP Performance Unit Award and (iv) Form of Deferred Share Award for the Company’s Canadian officers. These forms will be used to evidence grants of awards made under the Company’s 2005 Omnibus Stock Incentive Plan. The full text of the forms of each award is attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and is incorporated herein by reference. The foregoing summary is qualified in its entirety by, and should be read in conjunction with, such exhibits.

On February 23, 2006, the Committee also approved the Fiscal 2006 performance measures for the Company’s Management Incentive Plan. The approved performance measures are based on actual sales and operating profit measured against specified targets.

Item 9.01.     Financial Statements and Exhibits.

Exhibit	Description
10.1	The Home Depot, Inc. Form of Restricted Stock Award (U.S. Officers)
10.2	The Home Depot, Inc. Form of Nonqualified Stock Option (Officers)
10.3	The Home Depot, Inc. Form of LTIP Performance Unit Award
10.4	The Home Depot, Inc. Form of Deferred Share Award (Canada Officers)
10.5	The Home Depot, Inc. Management Incentive Plan Fiscal Year 2006 Performance Measures

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE HOME DEPOT, INC.
By:	/s/ Frank L. Fernandez
Name:	Frank L. Fernandez
Title:	Executive Vice President, Secretary and General Counsel

Date:    February 27, 2006

EXHIBIT INDEX

Exhibit	Description
10.1	The Home Depot, Inc. Form of Restricted Stock Award (U.S. Officers)
10.2	The Home Depot, Inc. Form of Nonqualified Stock Option (Officers)
10.3	The Home Depot, Inc. Form of LTIP Performance Unit Award
10.4	The Home Depot, Inc. Form of Deferred Share Award (Canada Officers)
10.5	The Home Depot, Inc. Management Incentive Plan Fiscal Year 2006 Performance Measures

EX-10.1

Exhibit 10.1

THE HOME DEPOT, INC.

RESTRICTED STOCK AWARD

This Restricted Stock Award (the “Award”) is made as of the <XX> day of <Month>, <Year>, by THE HOME DEPOT, INC., a Delaware corporation (the “Company”) to <Associate Name> (“Executive”).

W I T N E S S E T H:

WHEREAS, the Company has adopted The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan (the “Plan”) which is administered by the Leadership Development and Compensation Committee of the Company’s Board of Directors (the “Committee”); and

WHEREAS, Executive is an Employee of the Company or its Subsidiary eligible to receive grants of Awards under the Plan; and

WHEREAS, the Committee has granted to Executive an award of restricted stock under the terms of the Plan (the “Award”) to promote Executive’s long-term interests in the success of the Company; and

WHEREAS, to comply with the terms of the Plan and to further the interests of the Company and Executive, the Company hereby makes an award of restricted stock under the terms of the Plan to Executive pursuant to the following terms and conditions:

1. Stock Award. The Company hereby grants to Executive an award of <XXX,XXX> shares of the $.05 par value common stock of the Company, subject to the restrictions and other conditions set forth herein. Such shares are hereinafter referred to as the “Restricted Shares.”

2. Restrictions The Restricted Shares shall vest and become transferable as follows: [OPTION ONE: twenty-five percent (25%) of the shares granted shall vest and become transferable upon the third (3^rd) anniversary of the date of grant; twenty-five percent (25%) of the shares granted shall vest and become transferable upon the sixth (6^th) anniversary of the date of grant; and fifty percent (50%) of the shares granted shall vest and become transferable upon the earlier of the date on which Executive reaches age 60 or the tenth (10^th) anniversary of the grant date.] [OPTION TWO: one hundred percent (100%) of the shares granted shall vest and become transferable upon the [select: third (3^rd) or fourth (4^th) or fifth (5^th)] anniversary of the date of grant.] Restricted Shares that have not vested may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. Restricted Shares that have not vested shall be subject to forfeiture as provided in Section 3. Upon a Change in Control of the Company (as defined in Section 9) all unvested Restricted Shares shall immediately vest and become transferable. In the event of death or employment termination due to permanent and total disability, any unvested Restricted Shares shall immediately vest and become transferable by Executive or Executive’s estate.

3. Change in Employment Status. If Executive’s employment with the Company and its subsidiaries terminates for reasons other than [FOR USE WITH OPTION TWO VESTING ONLY: Retirement,] death or permanent and total disability, or if Executive’s employment

status changes to a position which the Company deems to be ineligible for this restricted stock grant, any Restricted Shares which had been granted to Executive which have not yet become vested and transferable, as of the date of Executive’s termination or upon Executive’s commencing employment in a non-eligible position, shall be immediately forfeited by Executive. [FOR USE WITH OPTION TWO VESTING ONLY: Upon employment termination due to Retirement, all Restricted Shares that have not lapsed as of the date of Executive’s Retirement shall continue to vest according to the vesting schedule set forth in Section 2 of this Award, provided that a sufficient number of shares shall vest at the time said Restricted Shares become taxable to Executive to cover applicable tax withholding required pursuant to Section 6; further provided, that if after reaching Retirement, Executive becomes, either directly or indirectly, employed with a Competitor, all unvested Restricted Shares shall be immediately forfeited. “Retirement” means termination of employment with the Company and its Subsidiaries on or after Executive’s attainment of age sixty (60) and having at least five (5) years of continuous service with the Company and its Subsidiaries. “Competitor” means any company or entity in the home improvement industry engaged in any way in a business that competes directly or indirectly with the Company, its parents, subsidiaries, affiliates or related entities, in the United States, Canada, Puerto Rico, Mexico, China or any other location in which the Company currently conducts business or may conduct business without the prior written consent of the Company. Businesses that compete with the Company in the home improvement industry specifically include, but are not limited to, the following entities and each of their subsidiaries, affiliates, assigns, franchisees, or successors in interest: [INSERT LIST OF COMPETITORS]

4. Book Entry Account. Within a reasonable time after the date of this Award, the Company shall instruct its transfer agent to establish a book entry account representing the Restricted Shares Executive’s name effective as of the grant date, provided that the Company shall retain control of such account until the Restricted Shares have become vested in accordance with the Award.

5. Stockholder Rights. Upon the effective date of the book entry pursuant to Section 4, Executive shall have all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote the shares and to receive all dividends or other distributions paid or made available with respect to such shares. Notwithstanding the foregoing, any stock dividends or other in-kind dividends or distributions shall be held by the Company until the related Restricted Shares have become vested in accordance with this Award and shall remain subject to the forfeiture provisions applicable to the Restricted Shares to which such dividends or distributions relate.

6. Withholding. Executive shall pay all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which the Company is required to withhold at any time with respect to the Restricted Shares. Such payment shall be made in full, at Executive’s election, in cash or check, by withholding from the Executive’s next normal payroll check, or by the tender of shares of the Company’s common stock (including shares then vesting under this Award). Shares tendered as payment of required withholding shall be valued at the closing price per share of the Company’s common stock on the date such withholding obligation arises.

7. Transferability. Except as otherwise provided in this Section 7, the Restricted Shares shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any

manner, whether by the operation of law or otherwise. Executive may transfer the Restricted Shares, in whole or in part, to a spouse or lineal descendant (a “Family Member”), a trust for the exclusive benefit of Executive and/or Family Members, a partnership or other entity in which all the beneficial owners are Executive and/or Family Members, or any other entity affiliated with Executive that may be approved by the Committee (a “Permitted Transferee”). Subsequent transfers of the Restricted Shares shall be prohibited except in accordance with this Section 7. All terms and conditions of the Restricted Shares, including provisions relating to the termination of Executive’s employment with the Company, shall continue to apply following a transfer made in accordance with this Section 7. Any attempted transfer of the Restricted Shares prohibited by this Section 7 shall be null and void.

8. Plan Provisions. In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Plan, which is incorporated herein by reference. Unless the context otherwise requires, capitalized terms used in this Award shall have the meanings set forth in the Plan. In the event of any conflict between the provisions of the Award and the Plan, the Plan shall control.

9. Change in Control. For purposes of this agreement, “Change in Control” shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934 (“1934 Act”) as in effect at the time of such change in control, provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d) (2) of the 1934 Act), is or becomes the “beneficial owner”, directly or indirectly, of securities representing 20% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of the Company cease, for any reason, to constitute at least a majority of the Board of Directors, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (iii) the stockholders of the Company approve any merger or consolidation as a result of which the common stock of the Company shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or any liquidation of the Company or any sale or other disposition of 50% or more of the assets or earning power of the Company; or (iv) the stockholders of the Company approve any merger or consolidation to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 55% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation.

10. Notice. Any written notice required or permitted by this Award shall be mailed, certified mail (return receipt requested) or hand-delivered, addressed to Company’s Executive Vice President – Human Resources at Company’s corporate headquarters at 2455 Paces Ferry Road, N.W., Atlanta, Georgia 30339-4024, or to Executive at his most recent home address on record with the Company. Notices are effective upon receipt.

11. Miscellaneous.

(a) Limitation of Rights. The granting of the Award shall not give Executive any rights to similar grants in future years or any right to be retained in the employ

or service of the Company or its subsidiary or interfere in any way with the right of the Company or any such subsidiary to terminate Executive’s services at any time, the right of the Company or its subsidiary to assign Executive to a position that is ineligible for this restricted stock grant, or the right of Executive to terminate his services at any time.

(b) Severability. If any term, provision, covenant or restriction contained in the Award is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in the Award shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

(c) Controlling Law. This Award shall be construed, interpreted and applied in accordance with the law of the State of Delaware, without giving effect to the choice of law provisions thereof. Executive and the Company hereby irrevocably submit to the exclusive concurrent jurisdiction of the courts of Delaware. Executive and the Company also both irrevocably waive, to the fullest extent permitted by applicable law, any objection either may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute, and both parties agree to accept service of legal process in Delaware.

(d) Construction. The Award contains the entire understanding between the parties and supersedes any prior understanding and agreements between them representing the subject matter hereof, except that this Award shall be subject to the terms and conditions set forth in the Employment Agreement between Executive and Company, if any. There are no other representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein.

(e) Headings. Section and other headings contained in the Award are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Award or any provision hereof.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the undersigned officer of the Company executes this Award on behalf of the Company as of day and year first set forth above.

THE HOME DEPOT, INC.
By:	Robert L. Nardelli
	Chairman, President and CEO

[ADD WHERE APPLICABLE TO AWARDS MADE TO ASSOCIATES WITH EMPLOYMENT AGREEMENTS:

Executive acknowledges and agrees that this Award, has been made in satisfaction of any minimum annual stock option award to which [he/she] might otherwise be entitled pursuant to [his/her] employment agreement with the Company or its subsidiaries for the year for which this Award is made. This Award shall be null and void unless signed by Executive and returned to the Company within 30 days of the grant date.]

Executive

EX-10.2

Exhibit 10.2

[OFFICER]

THE HOME DEPOT, INC.

NONQUALIFIED STOCK OPTION

GRANTED TO: <NAME>	GRANT DATE: <GRANT DATE>	NUMBER OF SHARES OF THE HOME DEPOT, INC. COMMON STOCK: <OPTIONS GRANTED>	OPTION PRICE PER SHARE: <OPTION PRICE>
Social Security #: <SSN>	EXP. DATE: <EXPIRATION DATE>

THIS NONQUALIFIED STOCK OPTION IS GRANTED by The Home Depot, Inc. a Delaware corporation (“Company”), to you, an employee of the Company or one of its subsidiaries, pursuant to the terms and conditions of the Company’s 2005 Omnibus Stock Incentive Plan, as amended (“Plan”), a summary of which has been delivered to you. The terms of the Plan are incorporated herein by this reference. The Company recognizes the value of your continued service as a key employee and has awarded you this nonqualified stock option under the Plan, subject to the following terms and conditions:

1. The Company hereby grants you on and as of the date specified above (“Grant Date”) a nonqualified stock option (“Option”), subject to the terms and conditions hereof and of the Plan, to purchase from the Company the above-stated number of shares of the Company’s Common Stock, $.05 par value, at the price per share stated above (“Option Price”), which Option shall expire on the expiration date stated above (“Exp. Date”), unless it expires earlier in accordance with the terms hereof.

2. The Option shall be exercisable, pursuant to the terms of the Plan. The Option shall become exercisable in installments, as follows: Twenty-five percent (25%) of the total number of shares subject to this Option shall become exercisable on each of the second, third, fourth and fifth anniversaries of the Grant Date.

3. Upon the termination of your employment (for any reason other than Retirement, death or permanent and total disability or Discharge for Cause) or if your employment status changes to a position which the Company deems to be ineligible for this nonqualified stock option award, Option shares that have not become exercisable as of the date of such event shall immediately lapse. Option shares that are exercisable as of the date of termination of employment will lapse unless exercised within a period of three (3) months of the date of termination of employment. Upon the termination of your employment upon Retirement, all stock options that are not exercisable as of the date of your Retirement shall continue to vest according to the schedule set forth in Paragraph 2 and all stock options shall remain exercisable until the Exp. Date; provided, however, that if after reaching Retirement you become directly or indirectly employed by a Competitor, all unvested options shall immediately lapse. “Retirement” means employment termination upon attainment of age 60 with at least five (5) years of continuous service with the Company and its subsidiaries. “Competitor” means any company or entity engaged in any way in a business that competes directly or indirectly with the Company, its parents, subsidiaries, affiliates or related entities. Upon your death or the termination of your employment by reason of permanent and total disability, all Option shares shall immediately become fully exercisable as of the date of death or termination and shall lapse unless exercised within a period of one (1) year from the date of death or termination. In no event shall the above time periods extend beyond the Exp. Date. In the event of Discharge for Cause, all Option shares, whether presently exercisable or not, shall immediately lapse and become null and void on and as of the date of termination. “Discharge for Cause” means the termination from employment because of an event involving moral turpitude or dishonesty, a gross failure or negligence on your part in performing your expected duties, a violation of the Company’s substance abuse policies, or a willful misconduct or action by you that is damaging or detrimental to the Company. A determination by the Company that a termination is a Discharge for Cause will be conclusive and binding.

4. All unvested options shall vest immediately upon a Change of Control and shall remain exercisable until the Exp. Date. For purposes of this paragraph 4, “Change in Control” means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934 (“1934 Act”) as in effect at the time of such change in control, provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d) (2) of the 1934 Act), is or becomes the “beneficial owner”, directly or indirectly, of securities representing 20% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of the Company cease, for any reason, to constitute at least a majority of the Board of Directors, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (iii) the stockholders of the Company approve any merger or consolidation as a result of which the common stock of the Company shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or any liquidation of the Company or any sale or other disposition of 50% or more of the assets or earning power of the Company; or (iv) the stockholders of the Company approve any merger or consolidation to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 55% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation.

5. The exercisable portion of the Option may be exercised in whole or in part but in no event with respect to a fractional share from time to time until the Exp. Date. Exercise shall be by notice of exercise to the Company, specifying the number of shares to be purchased, the Option Price of each share and the aggregate Option Price for all shares being purchased under said notice. The notice shall be accompanied by payment of the aggregate Option Price for the number of shares purchased and any applicable withholding taxes. Such exercise (subject to Paragraph 6 hereof) shall be effective upon the actual receipt of such payment and notice to the Company. The aggregate Option Price for all shares purchased pursuant to an exercise of the Option shall be paid by check payable to the order of the Company, shares of Common Stock of the Company held by you for at least six (6) months, the fair market value of which at the time of such exercise is equal to the aggregate Option Price (or portion thereof to be paid with previously owned Common Stock). Payment of the Option Price in shares of Common Stock shall be made by delivering properly endorsed stock certificates to the Company or otherwise causing such Common Stock to be transferred to the account of the Company, either physically or through attestation. In addition, the aggregate Option Price for all shares purchased pursuant to an exercise of the Option may be paid from the proceeds of sale through a bank or broker on the date of exercise of some or all of the shares to which the exercise relates. There shall be furnished with each notice of the exercise of any portion of the Option such documents as the Company in its discretion may deem necessary to assure compliance with applicable rules and regulations of any stock exchange or governmental authority. No rights or privileges of a stockholder of the Company in respect to such shares issuable upon the exercise of any part of the Option shall accrue to you unless and until certificates representing such shares have been registered in your name.

6. The Option shall not be exercised in whole or in part and no related share certificates shall be delivered in the sole discretion of the Company: (a) if such exercise or delivery would constitute a violation of any provision of, or any regulation or order entered pursuant to, any law purporting to regulate wages, salaries or compensation; or (b) if any requisite approval, consent, registration or other qualification of any stock exchange upon which the securities of the Company may then be listed, the Securities and Exchange Commission or other governmental authority having jurisdiction over the exercise of the Option or the issuance of shares pursuant thereto, shall not have been secured.

7. Except as otherwise provided in the Plan, the Option shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, other than by will or under the laws of descent and distribution, whether by the operation of law or otherwise. An option may be exercised, during your lifetime, only by you or your legal representative. Upon any attempt to do anything prohibited by this paragraph, the Option shall immediately become null and void.

8. Nothing herein contained shall constitute an obligation for continued employment.

THE HOME DEPOT, INC.
By:	Robert L. Nardelli
	Chairman, President and
	Chief Executive Officer

EX-10.3

Exhibit 10.3

LONG-TERM INCENTIVE PROGRAM

PERFORMANCE UNIT AWARD

(200__— 200__ Performance Period)

This Performance Unit Award is made to NAME on this the _____ day of _______, 200____, by THE HOME DEPOT, INC., a Delaware corporation.

W I T N E S S E T H:

WHEREAS, the Company has adopted The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan which is administered by the Committee; and

WHEREAS, Executive is an officer and employee of the Company and is eligible to receive Performance Unit Awards under the Plan; and

WHEREAS, the Committee approved Executive as an LTIP participant for the 200__-200__ Performance Period; and

WHEREAS, the LTIP is the vehicle for establishing Performance Objectives for Performance Unit Awards under the Plan; and

WHEREAS, to comply with the terms of the Plan and to further the interests of the Company and Executive, the Company herein sets forth the terms of such award as follows:

1. Definitions. As used herein, the following terms shall be defined as set forth below. Unless the context otherwise requires, capitalized terms used in this Award and not otherwise defined herein shall have the meanings set forth in the Plan.

(a) “Average EPS Growth” means the average increase in the Company’s EPS over the Performance Period, determined by averaging the percentage increase in EPS for each fiscal year in the Performance Period. The Committee shall certify Average EPS Growth as soon as practicable after the end of the Performance Period.

(b) “Award” means the Performance Unit Award to Executive as set forth herein, and as may be amended as provided herein.

(c) “Beginning EPS” means EPS for the fiscal year immediately preceding the Performance Period.

(d) “Board” means the Company’s Board of Directors.

(e) “Committee” means the Leadership Development and Compensation Committee of the Board.

(f) “Common Stock” means the Company’s $.05 par value common stock.

(g) “Company” means The Home Depot, Inc., a Delaware corporation, with offices at 2455 Paces Ferry Road, Atlanta, Georgia 30339.

(h) “Disability” means Executive’s inability to substantially perform his employment duties with the Company, with reasonable accommodation, as evidenced by a certificate signed either by a physician mutually acceptable to the Company and Executive or, if the Company and Executive cannot agree upon a physician, by a physician selected by agreement of a physician designated by the Company and a physician designated by 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.

(i) “Ending EPS” means EPS for last fiscal year of the Performance Period.

(j) “EPS” means, for a fiscal year, the Company’s diluted earnings per share of Common Stock, as set forth in the Company’s Annual Report on Form 10-K for such fiscal year as filed with the Securities and Exchange Commission.

(k) “Executive” means ____________, the Company’s __________.

(l) “LTIP” means the Company’s Long-Term Incentive Program that is the vehicle for establishing Performance Objectives for Performance Unit Awards under the Plan.

(m) “Maximum Award” means that maximum number of Performance Units awarded to Executive as set forth in Section 2, representing _________ Percent (_____%) of the Target Award.

(n) “Performance Period” means the Company’s three (3) consecutive fiscal years commencing with the fiscal year beginning _____________.

(o) “Performance Unit” means a bookkeeping entry that records a unit equal to $1.00 granted pursuant to this Award and that is payable solely in cash.

(p) “Plan” means The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan, as amended from time to time.

(q) “Retirement” means Executive’s termination of employment with the Company and its Subsidiaries on or after attainment of age 60 and completion of at least five (5) years of continuous service.

(r) “Target Award” means that number of Performance Units awarded to Executive as set forth in Section 2, representing _______ Percent (_____%) of Executive’s base salary in effect on the last day of the Company’s fiscal year immediately preceding the Performance Period divided by One Dollar ($1.00).

2. Performance Unit Award. Subject to the conditions set forth herein, Company grants to Executive a Target Award of _________ (            )

Performance Units under the Plan, and a Maximum Award of ________ (            ) Performance Units, earned in accordance with Section 3.

3. Determination of Units Earned. Subject to Section 5, and provided that Ending EPS is greater than Beginning EPS, the Company shall deliver to Executive One Dollar ($1.00) for each whole Performance Unit that is earned in accordance with the following schedule. No Performance Units shall be earned, and this Award shall be forfeited and cancelled effective as of the last day of the Performance Period, if Ending EPS is less than the Beginning EPS.

Average EPS Growth	Percentage of Target Award Performance Units Earned
Below Threshold: Below ____%	____%
Threshold: ___ %	____%
Target: ___%	____%
Maximum: ___% or above	____%

The percentage of Target Award Performance Units earned between threshold and target and target and maximum Average EPS Growth is based on interpolation, as set forth on Schedule A.

4. Payment. The amount determined under Section 3 will be paid to Executive in cash as soon as administratively practicable after the end of the Performance Period.

5. Termination of Employment. Except as provided in Section 6, if Executive’s employment with the Company and its Subsidiaries terminates before the end of the Performance Period, this Performance Unit Award shall be forfeited on the date of such termination.

6. Retirement, Death or Disability. If Executive’s employment with the Company and its Subsidiaries terminates during the final fiscal year in the Performance Period because of Executive’s Retirement, death or Disability, Executive shall be entitled to a prorated portion of the Performance Units earned in accordance with Section 3, determined at the end of the Performance Period and based on the ratio of the number of complete months Executive is employed during the Performance Period to the total number of months in the Performance Period. Any payments due on Executive’s death shall be paid to his estate as soon as administratively practicable after the end of the Performance Period.

7. Transferability. The Performance Units shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, whether by the operation of law or otherwise. Any attempted transfer of the Performance Units prohibited by this Section 7 shall be null and void.

8. Adjustments. The Committee may make or provide for such adjustment in the Performance Units as the Committee in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of Executive’s rights that otherwise would result from (a) any exchange of shares of the Common Stock, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Committee may provide in substitution for the Performance Units such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of the Performance Units so replaced.

9. Withholding. The Company shall have the right to withhold from payments made to Executive pursuant to this Award, or to withhold from other compensation payable to Executive, all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which the Company is required to withhold at any time with respect to the Performance Units.

10. No Impact On Other Benefits And Employment. This Award shall not confer upon Executive any right with respect to continuance of employment or other service with the Company and shall not interfere in any way with any right that the Company would otherwise have to terminate Executive’s employment at any time. Nothing herein contained shall affect Executive’s right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance or other employment plan or program of the Company or any of its subsidiaries nor constitute an obligation for continued employment.

11. Plan Provisions. In addition to the terms and conditions set forth herein, this Award is subject to and governed by the terms and conditions set forth in the Plan, which is hereby incorporated by reference. Unless the context otherwise requires, capitalized terms used in this Award and not otherwise defined herein shall have the meanings set forth in the Plan. In the event of any conflict between the provisions of this Award and the Plan, the Plan shall control.

12. Miscellaneous.

(a) Limitation of Rights. This Award shall not give Executive any rights to similar grants in future years or any right to be retained in the employ or service of the Company or to interfere in any way with the right of the Company to terminate Executive’s services at any time or the right of Executive to terminate his or her services at any time.

(b) Rights Unsecured. Executive shall have only the Company’s unfunded, unsecured promise to pay pursuant to the terms of this Award. Executive’s rights hereunder shall be that of an unsecured general creditor of the Company and Executive shall not have any security interest in any assets of the Company.

(c) Limitation of Actions. Any lawsuit with respect to any matter arising out of or relating to this Award must be filed no later than one (1) year after the date that the Company denies the claim made by Executive or any earlier date that the claim otherwise accrues.

(d) Offset. Company may deduct from amounts otherwise payable under this Award all amounts owed by Executive to Company and its affiliates to the maximum extent permitted by applicable law.

(e) Controlling Law. This Award shall be governed by, and construed in accordance with, the laws of the State of Georgia (without giving effect to the choice of law principles) and any action arising out of or related thereto shall be brought in either the United States District Court for the Northern District of Georgia, Atlanta Division, or the Superior Court of Cobb County, Georgia.

(f) Severability. If any term, provision, covenant or restriction contained in the Award is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in the Award shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

(g) Construction. The Award contains the entire understanding between the parties and supersedes any prior understanding and agreements between them representing the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein.

(h) Headings. Section and other headings contained in the Award are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Award or any provision hereof.

The undersigned, Chairman, President and Chief Executive Officer of The Home Depot, Inc., has executed this Award at the direction of the Leadership Development and Compensation Committee of the Board of Directors on ________, 200___ effective for the 200___-200__ Performance Period.

THE HOME DEPOT, INC.
By:
	Chairman, President & CEO

WHEN AWARD IS MADE TO CEO:

The undersigned, Chair of the Leadership Development and Compensation Committee of the Board of Directors of The Home Depot, Inc., has executed this Award at the direction of the independent members of the Board of Directors on _______, 200___ effective for the 200___-200___ Performance Period.

LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE HOME DEPOT, INC.
By:
	Committee Chair

EX-10.4

Exhibit 10.4

DEFERRED SHARE AWARD

( [date] Award For              Deferred Shares)

This Deferred Share Award is made to [CANADIAN OFFICER] this              day of                     , 20      , by THE HOME DEPOT, INC., a Delaware corporation.

W I T N E S S E T H:

WHEREAS, the Company has adopted The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan which is administered by the Committee; and

WHEREAS, Executive is an officer and employee of the Company and its subsidiaries eligible to receive an award of Deferred Shares under the Plan; and

WHEREAS, the Committee conducted its review of Executive’s performance and compensation and approved equity awards for the Executive at its                      meeting,

NOW, THEREFORE, the Committee makes an award of Deferred Shares under the Plan to Executive pursuant to the following terms and conditions:

1. Definitions. As used herein, the following terms shall be defined as set forth below:

(a) “Award” means the Deferred Share Award to Executive, as set forth herein, and as may be amended as provided herein.

(b) “Board” means the Company’s Board of Directors.

(c) “Company” means The Home Depot, Inc., a Delaware corporation, with offices at 2455 Paces Ferry Road, Atlanta, Georgia 30339.

(d) “Cause” means that Executive has been convicted of a felony involving theft or moral turpitude, or engaged in conduct that constitutes willful gross neglect or willful gross misconduct with respect to Executive’s employment duties which results in material economic harm to the Company or its subsidiaries; provided, however, that for purposes of determining whether conduct constitutes willful gross misconduct, no act on Executive’s part shall be considered “willful” unless it is done by Executive in bad faith and without reasonable belief that the action was in the best interests of the Company and its subsidiaries; Cause shall not be deemed to exist for purposes of this Award unless a determination that Cause exists is made and approved by the Committee and such determination shall be final and binding upon all parties.

(e) “Change in Control” means the occurrence of any of the following events: (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, (A) the Company or any subsidiary of the Company, or (B) 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 twenty percent (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 (2) during any two (2) consecutive years (not including any period beginning before the Grant Date, individuals who at the beginning of such two (2) year period constitute the Board 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 cease for any reason to constitute at least a majority of the Board; or (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, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately before such Business Combination beneficially own, directly or indirectly, more than fifty percent (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 before such Business Combination of the outstanding voting securities of the Company; or (4) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(f) “Committee” means the Leadership Development and Compensation Committee of the Board.

(g) “Competitor” means any company or entity in the home improvement industry engaged in any way in a business that competes directly or indirectly with the Company, its parents, subsidiaries, affiliates or related entities, in the United States, Canada, Puerto Rico, Mexico, China or any other location in which the Company currently conducts business or may conduct business. Businesses that compete with the Company in the home improvement industry specifically include, but are not limited to, the following entities and each of their subsidiaries, affiliates, assigns, franchisees, or successors in interest: [ADD LIST OF COMPETITORS]

(h) “Deferred Shares” means the award of the Company’s common stock to Executive set forth in Section 2.

(i) “Executive” means [INSERT CANADIAN OFFICER NAME AND TITLE]

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(j) “Disability” means Executive’s inability to substantially perform Executive’s duties for the Company and its subsidiaries, with reasonable accommodation, as evidenced by a certificate signed either by a physician mutually acceptable to the Company and Executive or, if the Company and Executive cannot agree upon a physician, by a physician selected by agreement of a physician designated by the Company and a physician designated by 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.

(k) “Grant Date” means [INSERT GRANT DATE]

(l) “Plan” means The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan, as amended from time to time.

(m) “Retirement” means termination of employment with the Company and its subsidiaries on or after Executive’s attainment of age sixty (60) and having at least five (5) years of continuous service with the Company and its subsidiaries.

2. Deferred Shares Award. Company hereby grants to Executive an award of Deferred Shares under the Plan for                              (            ) shares of the $.05 par value common stock of the Company, subject to the conditions set forth herein.

(a) Vesting. The Deferred Shares shall vest and become payable to Executive [OPTION #1: on the third (3^rd) anniversary of the Grant Date provided that, except as provided in Section 2(c), Executive is employed by the Company or a subsidiary or other affiliate on the applicable vesting date] [OPTION #2: upon Executive’s retirement from the Company and its subsidiaries and affiliates on or after the earlier of attainment of age 60 or the tenth (10^th) anniversary of the grant date].

(b) Delivery of Shares. The Company shall cause a stock certificate representing the vested Deferred Shares to be transferred to Executive as soon as practicable after the vesting date. The Company may satisfy its payment obligation, net of applicable taxes and other source deductions required to be withheld by the Company, by having an independent broker acquire shares on the open market on behalf of the Executive.

(c) Termination of Employment; Change in Control. Upon termination of Executive’s employment for any reason other than Retirement before the Deferred Shares have vested, all unvested shares shall be forfeited. Notwithstanding the foregoing, if (1) the Company terminates Executive’s employment other than for Cause, (2) Executive’s employment terminates due to death or Disability, or (3) Executive’s employment is terminated by the Company in connection with a Change in Control that occurs while Executive is employed by the Company, any Deferred Shares that have not yet vested shall immediately vest. The Company shall issue such Deferred Shares to Executive within ten (10) days after the termination of Executive’s employment or such later time as may be required by insider trading or other applicable securities laws. Upon employment termination due to Retirement before the vesting date specified in Section 2(b), all Deferred Shares that have not lapsed as of the date of Executive’s

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Retirement shall continue to vest according to the vesting schedule set forth in Section 2(a) and the Company shall issue such Deferred Shares to Executive as soon as practicable after the Deferred Shares vest; provided, however, that if after reaching Retirement, Executive becomes, either directly or indirectly, employed with a Competitor, all unvested Deferred Shares shall be immediately forfeited.

3. Adjustments for Dividends. Upon the payment of any cash dividend on shares of common stock of the Company before the issuance of a stock certificate representing the Deferred Shares, the number of Deferred Shares shall be increased by the number obtained by dividing (x) the aggregate amount of the dividend that would be payable if each Deferred Share were issued and outstanding and entitled to dividends on the dividend payment date, by (y) the Fair Market Value of the common stock on the dividend payment date. The number of Deferred Shares shall also be entitled to such adjustments as are determined by the Committee under Section 11 of the Plan.

4. Stockholder Rights. The Deferred Shares shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, whether by the operation of law or otherwise prior to vesting. Upon vesting and the issuance of a stock certificate representing the Deferred Shares, Executive shall have all of the rights of a stockholder with respect to the Deferred Shares, including the right to vote the shares and to receive all dividends or other distributions paid or made available with respect to such shares. Before the delivery of such stock certificate, Executive shall have none of the rights of a stockholder with respect to the Deferred Shares.

5. Adjustments. The number of shares covered by the Deferred Shares and, if applicable, the kind of shares covered by the Deferred Shares shall be adjusted to reflect any stock dividend, stock split, or combination of shares of the Company’s Common Stock. In addition, the Committee may make or provide for such adjustment in the number of shares covered by the Deferred Shares, and the kind of shares covered by the Deferred Shares, as the Committee in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of Executive’s rights that otherwise would result from (a) any exchange of shares of the Company’s Common Stock, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. No amount shall be paid to, and no units shall be granted to Executive to compensate Executive for a downward fluctuation in the price of the common shares, nor will any benefit be conferred upon, or in respect of, Executive for such purpose.

6. Fractional Shares. The Company shall not be required to issue any fractional shares pursuant to this Award, and the Committee may round fractions down.

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7. Withholding. Executive shall pay all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which the Company is required to withhold at any time with respect to the Deferred Shares. Such payment shall be made in full, at Executive’s election, in cash or check, by withholding from the Executive’s next normal payroll check, or by the tender of Deferred Shares payable under this Award. Deferred Shares tendered as payment of required withholding shall be valued at the closing price per share of the Company’s common stock on the date such withholding obligation arises.

8. No Impact on Other Benefits and Employment. This Award shall not confer upon Executive any right with respect to continuance of employment or other service with the Company and shall not interfere in any way with any right that the Company would otherwise have to terminate Executive’s employment at any time, subject to the terms of any employment agreement. Nothing herein contained shall affect Executive’s right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance or other employment plan or program of the Company or any of its subsidiaries nor constitute an obligation for continued employment.

9. Plan Provisions. In addition to the terms and conditions set forth herein, this award of Deferred Shares is subject to and governed by the terms and conditions set forth in the Plan, which is hereby incorporated by reference. Unless the context otherwise requires, capitalized terms used in this Award and not otherwise defined herein shall have the meanings set forth in the Plan. In the event of any conflict between the provisions of the Award and the Plan, the Plan shall control.

10. Notice. Any written notice required or permitted by this Award shall be mailed, certified mail (return receipt requested) or hand-delivered, addressed to Company’s Executive Vice President – Human Resources at Company’s corporate headquarters in Atlanta, Georgia as set forth in Section 1(c), or to Executive at Executive’s most recent home address on record with the Company. Notices are effective upon receipt.

11. Miscellaneous.

(a) Limitation of Rights. The granting of the award of Deferred Shares shall not give Executive any right to similar grants in future years or any right to be retained in the employ or service of the Company or to interfere in any way with the right of the Company to terminate Executive’s services at any time or the right of Executive to terminate his or her services at any time.

(b) Claim and Review Procedures. The claim and review procedures set forth in the Home Depot U.S.A., Inc. Deferred Compensation Plan For Officers are incorporated herein by reference.

(c) Rights Unsecured. The Company shall remain the owner of all amounts deferred pursuant to this Agreement, and Executive shall have only Company’s unfunded, unsecured promise to pay. The rights of Executive hereunder shall be that of an unsecured general creditor of the Company, and Executive shall not have any security interest in any assets of the Company.

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(d) Limitation of Actions. Any lawsuit with respect to any matter arising out of or relating to this Award must be filed no later than the earlier of the date that the Company denies the claim made by Executive or any earlier date that the claim otherwise accrues.

(e) Offset. The Company shall have the right to deduct from amounts otherwise payable under this Award all amounts owed by Executive to Company and its affiliates to the maximum extent permitted by applicable law.

(f) Controlling Law. Executive and the Company agree that in light of the Executive being employed in two different jurisdictions, for purposes of certainty, it is the parties desire that this Award shall be construed, interpreted and applied in accordance with the law of the State of Delaware, without giving effect to the choice of law provisions thereof. Executive and the Company hereby irrevocably submit to the exclusive jurisdiction of the courts of Delaware. Executive and the Company also both irrevocably waive, to the fullest extent permitted by applicable law, any objection either may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute, and both parties agree to accept service of legal process in Delaware. Executive agrees that the Company may seek enforcement in a Canadian court of any United States judgement obtained pursuant to this Award and Executive agrees not to raise any objection to the Company seeking enforcement of said judgement in a Canadian court.

(g) Severability. If any term, provision, covenant or restriction contained in the Award is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in the Award shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

(h) Construction. The Award contains the entire understanding between the parties and supersedes any prior understanding and agreements between them representing the subject matter hereof, except that this Award shall be subject to the terms and conditions set forth in any employment agreement and non-competition/non-solicitation agreement between Executive and Company. There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein.

(i) Headings. Section and other headings contained in the Award are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Award or any provision hereof.

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The undersigned, Chairman, President and Chief Executive Officer of the Company, has executed this Award [FOR EXECUTIVE OFFICERS: at the direction of the Leadership Development and Compensation Committee of the Board of Directors] effective as of                     .

THE HOME DEPOT, INC.
By:
	Robert L. Nardelli
	Chairman, President & CEO

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EX-10.5

Exhibit 10.5

THE HOME DEPOT, INC.

MANAGEMENT INCENTIVE PLAN

FISCAL YEAR 2006 PERFORMANCE MEASURES

On February 23, 2006, the Leadership Development and Compensation Committee of the Board of Directors of The Home Depot, Inc. approved performance measures to be used to determine payments to the Company’s Executive Officers under the Company’s Management Incentive Plan for the Company’s 2006 fiscal year. The performance measures are based on actual sales and operating profit measured against specified targets.