CONSULTING AGREEMENT





         This Consulting Agreement is made and entered into as of the last day

set forth in the signature area below, by and between Home Depot U.S.A., Inc.

("Home Depot") and Dennis J. Carey ("Consultant").



         WHEREAS, Home Depot desires to utilize and avail itself of the

training and experience of Consultant as an independent contractor in a

consulting capacity, as more fully set forth herein; and



         WHEREAS, Consultant desires to provide consulting services to Home

Depot in the manner, for the purposes, and under the terms and conditions

hereinafter set forth; and



         NOW, THEREFORE, in consideration of the mutual covenants and

agreements hereinafter set forth, the parties hereby agree as follows:



1.       Engagement and Duties. Commencing on October 1, 2003, Home Depot

engages Consultant, and Consultant agrees to serve, as an independent

contractor, to perform consulting services for the Chief Executive Officer

("CEO") and/or the Executive Vice President of Strategy, Business Development

and Corporate Operations ("EVP") of Home Depot relating to Six Sigma processes

and merger and acquisition issues, as may be requested by the CEO or EVP from

time to time. Consultant shall be available for consultation for a maximum of

forty (40) hours per month.



2.       Term. This Consulting Agreement shall have a term commencing on

October 1, 2003 and ending on October 1, 2006. The parties may mutually agree

to terminate this Consulting Agreement at any time prior to October 1, 2006.

Home Depot has the sole discretion to terminate this Consulting Agreement at

any time prior to October 1, 2006. In the event Home Depot exercises this

right, and the termination of the Consulting Agreement is not pursuant to

Paragraph 9 (below), Home Depot will continue to pay Consultant as set forth in

Paragraph 3 (below).



3.       Compensation. As compensation for the services to be rendered

hereunder during the term of this Consulting Agreement, Home Depot shall pay

Consultant a consulting fee at the rate of $600,000 per year, paid on a

bi-weekly basis, from October 1, 2003 through October 1, 2006. Such consulting

fee shall be payable to consultant irrespective of the actual amount of time

Consultant spends in consultation with Home Depot. Home Depot shall issue

Consultant a Form 1099 reflecting the payments to Consultant for such services.



4.       Reimbursable Expenses. Home Depot shall reimburse Consultant only for

those reasonable and necessary expenses incurred by Consultant in performing

his duties hereunder as required by the CEO or EVP. Consultant shall include

receipts for all individual expenditures for which Consultant seeks

reimbursement.





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5.       Ownership of Materials.



         (a)      Home Depot, or its assignee, will own and have all right and

                  title in all ideas, concepts, plans, creations or work

                  product produced at the request of Home Depot during the term

                  of this Consulting Agreement, including, without limitation,

                  any writings, drawings and documentation of any kind

                  (collectively, the "Works") and, to the extent possible, all

                  Works shall be considered a work made for hire for Home Depot

                  within the meaning of Title 17 of the United States Code (the

                  Copyright Act). Consultant hereby grants, transfers and

                  assigns any and all right, title and interest in and to the

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