SEPARATION AGREEMENT & RELEASE





         This is an Agreement between Home Depot U.S.A., Inc. (hereinafter

"Home Depot" or the "Company") and Dennis J. Carey (the "Executive").



         WHEREAS, the Company and the Executive intend the terms and conditions

of this Agreement to govern all issues related to the Executive's employment

and termination from the Company; and,



         WHEREAS, the Executive acknowledges that he has been given a

reasonable period of time, up to and including twenty-one (21) days, to

consider the terms of this Agreement; and,



         WHEREAS, the Company advises the Executive to consult with a lawyer

before signing this Agreement; and,



         WHEREAS, the Executive acknowledges that the consideration provided

him under this Agreement is sufficient to support the releases provided by him

under this Agreement; and,



         WHEREAS, the Executive represents that he has not filed any charges,

claims or lawsuits against the Company involving any aspect of his employment

which have not been terminated as of the date of this Agreement; and,



         WHEREAS, the Executive understands that the Company regards the

representations by him as material and that the Company is relying on these

representations in entering into this Agreement,



         NOW, THEREFORE, the Company and the Executive agree as follows:



1.       Employment Status and Termination Date. The Executive will provide

services at the direction of the Chief Executive Officer and/or the Executive

Vice President of Strategy, Business Development and Corporate Operations from

April 1, 2002 until September 30, 2002. The Executive will maintain his current

salary and benefits during this time. The Executive will be placed on a paid

Leave of Absence ("LOA") commencing on September 30, 2002 and extending through

September 30, 2003. Executive's last day of employment will be September 30,

2003 ("Termination Date"), or as otherwise provided in Paragraph 10 (Breach by

Executive) below. Executive shall not accrue any vacation days or credit

subsequent to September 30, 2002.



2.       Annual Salary. Executive shall continue at his current salary level

during the paid LOA.



3.       Annual Bonus. Executive will receive a bonus of $300,000 for Fiscal

Year 2001 and $600,000 for Fiscal Year 2002, such payments to be paid at the

same time as the Company normally pays its other officers their bonuses for

those respective years. Executive will not receive or be eligible for any other

bonus payments of any kind, including any bonus payments relating to Fiscal

Year 2003.





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4.       Benefits. The Executive will be eligible to continue to participate in

the Company's Executive benefit plans and programs during the paid LOA.



5.       Stock Options.



         (a)      All of Executive's outstanding, non-vested stock options will

                  vest in accordance with the terms of the original grant

                  except that none of such options shall vest after the

                  Termination Date. All of Executive's vested stock options

                  must be exercised within 90 days of the Termination Date.



         (b)      On the Termination Date, the restrictions on all of

                  Executive's outstanding shares of restricted stock will lapse

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