EXHIBIT 10.1 DEFERRED SHARE AWARD ([DATE] AWARD FOR NUMBER DEFERRED SHARES)

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                                                                    EXHIBIT 10.1

                              DEFERRED SHARE AWARD

                    ([DATE] AWARD FOR NUMBER DEFERRED SHARES)

         This Deferred Share Award is made to [U.S. OFFICER NAME] 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. 1997 Omnibus

Stock Incentive Plan which is administered by the Committee; and

         WHEREAS, Executive is an officer and employee of the Company eligible

to receive an award of Deferred Shares under the Plan; and

         WHEREAS, the Committee conducted its annual review of the Executive's

performance and compensation and the independent members of the Company's Board

of Directors approved equity awards for the Executive at its ______________

meeting,

         NOW, THEREFORE, the Committee hereby 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)      "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;

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 his action was in the best interests of the Company; Cause shall not

be deemed to exist for purposes of this Award unless: (1) a determination that

Cause exists is made and approved by the Board, (2) Executive is given at least

thirty (30) days' written notice of the Board meeting called to make such

determination, and (3) Executive and his legal counsel are given the opportunity

to address such meeting.

         (d)       "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

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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.

         (e)       "Code" means the Internal Revenue Code of 1986, as amended.

         (f)       "Committee" means the Leadership Development and Compensation

Committee of the Board.

         (g)       "Company" means The Home Depot, Inc., a Delaware corporation,

with offices at 2455 Paces Ferry Road,   Atlanta, Georgia 30339.

         (h)       "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: [INSERT NAMES OF COMPETITORS]

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         (i)       "Deferred Shares" means the award of the Company's common

stock to Executive set forth in Section 2.

         (j)       "Executive" means [INSERT U.S. OFFICER'S NAME AND TITLE].

         (k)       "Disability" means Executive's inability to substantially

perform his duties under the Employment Agreement, 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.

         (l)       "Employment Agreement" means that certain employment agreement

entered into between the Company and Executive effective as of ______________.

         (m)       "Good Reason" means, without Executive's consent, (1) the

assignment to Executive of any duties inconsistent in any material respect with

Executive's position (including status, offices, titles and reporting

relationships), authority, duties or responsibilities as contemplated by Section

3 of the Employment 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 Executive; (2) any failure by the Company to comply with

any of the provisions of Sections 4 or 5 of the Employment 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 Executive; (3) 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 as of the Grant Date; (4) delivery by the Company of

a notice discontinuing the automatic extension provision of Section 2 of the

Employment Agreement; (5) failure by the Company to elect Executive to the

position of sole Chairman of the Board in compliance with the terms of Section

3.1 of the Employment Agreement; or (6) any purported termination by the Company

of Executive's employment otherwise than as expressly permitted by the

Employment Agreement.

         (n)       "Grant Date" means [INSERT DATE OF GRANT].

         (o)       "Latest Deferral Date" means the date that is twelve (12)

months prior to the date on which the Deferred Shares vest, or such earlier date

as may be designated by the Company in order to satisfy the deferral election

requirements of Code Section 409A.

         (p)       "Plan" means The Home Depot, Inc. 1997 Omnibus Stock Incen