Exhibit 10.1

THE HOME DEPOT

MANAGEMENT INCENTIVE PLAN

(Effective February 4, 2008)

1.                                       Purpose .  The purpose of The Home Depot Management Incentive Plan is to advance the interests of The Home Depot, Inc. and its stockholders by motivating key associates of the Company to take actions that will promote the Company’s long-term success and growth.  The Plan is designed to provide incentive compensation to key associates by rewarding the achievement of corporate goals and specifically measured individual goals that are consistent with and support overall corporate goals.

2.                                       Definitions

(a)                                 “ Award ” means an award entitling a Participant to receive incentive compensation subject to the terms and conditions of the Plan.

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

(c)                                 “ Code ” means the Internal Revenue Code of 1986, as amended.

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

(e)                                 “ Common Stock ” means shares of the Common Stock, $.05 par value per share, of the Company.

(f)                                     “ Company ” means The Home Depot, Inc., a Delaware corporation.

(g)                                “ Disability ” means, with respect to a Participant, the Participant’s becoming eligible for permanent and total disability benefits under the Company’s or a Subsidiary’s long-term disability plan.

(h)                                “ Fair Market Value ” means the fair market value of a share of Common Stock as determined by the Committee from time to time.  Unless determined otherwise by the Committee, the fair market value shall be the closing price of the Common Stock on the New York Stock Exchange on the relevant date or, if no sale occurred on such date, the closing price on the nearest preceding date on which sales occurred.

(i)                                    “ Officer ” means a Participant who an officer of the Company.

(j)                                    “ Participant ” means a key employee of the Company or a Subsidiary who is selected by the Committee to participate in the Plan.

(k)                                 “ Performance Objectives ” means the performance objectives established pursuant to this Plan for Participants who have received Awards.  Performance Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or the Subsidiary, division, department or function within the Company or Subsidiary in which the Participant is employed.  Any Performance Objectives applicable to a Qualified Performance-Based Award shall be limited to specified levels of the Company’s or Subsidiary’s following metrics:  (1)  Financial Return Metrics : (a) return on equity; (b) return on capital; (c) return on assets; (d) return on investment; and (2)  Earnings Metrics : (a) earnings per share; (b) total earnings; (c) earnings growth; (d) earnings before or after interest and taxes; (e) earnings before taxes; (f) earnings before or after interest, taxes, depreciation and amortization; (g) operating profit; (h) net income; and (3)  Sales Metrics :  (a) total sales; (b) sales growth; (c) comparable store sales; (d) sales per square foot; (e) average ticket sales; (f) sales per operating store; and (4)  Stock Price Metrics : (a) increase in the fair market value of the Common Stock; (b) total return to shareholders; and (5)  Cash Flow Metrics : (a) cash flow; (b) operating cash flow; (c) free cash flow; (d) cash flow return on investment; and (6)  Store Metrics : (a) inventory shrinkage goals; (b) stocking and other labor hours goals; (c) store payroll goals; (e) markdown goals; (f) workers’ compensation goals; and (7)  Balance Sheet Metrics : (a) inventory; (b) inventory turns; (c) receivables turnover; and (8)  Other Strategic Metrics : (a) gross margin; (b) gross margin return on investment; (c) market share or market penetration with respect to specific designated products or product groups and/or specific geographic areas; (d) timely and successful completion of key Company projects (including, for example, timely completion within budget); (e) economic value added (EVA); (f) internal rate of return; (g) net present value targets; (h) expense or cost level targets; (i) Employer of Choice survey results; (j) customer satisfaction based on specified objective goals or a Company-sponsored customer survey; (k) diversity goals; (l) attrition improvements; (m) productivity improvements; (n) operating cost management targets; (o) safety record goals. Except in the case of a Qualified Performance-Based Award, if the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable, the Committee may modify such Performance Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable.

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(l)                                    “ Performance Target ” means a target level of performance, based on one or more Performance Objectives, established for a Performance Year in accordance with Section 4.

(m)                              “ Performance Year ” means a period coinciding with the Company’s fiscal year for accounting purposes, which shall be used for purposes of determining whether Awards are earned by Participants.

(n)                                “ Plan ” means The Home Depot Management Incentive Plan, as stated herein, and as amended from time to time.

(o)                                “ Qualified Performance-Based Award ” means an Award or portion of an Award to an Officer that is intended to satisfy the requirements for “qualified performance-based compensation” under Code Section 162(m).  The Committee shall designate any Qualified Performance-Based Award as such at the time of grant.

(p)                                “ Retirement ” means termination of employment with the Company or a Subsidiary after completing at least 5 years of continuous employment and attaining age 60.

(q)                                “ Subsidiary ” means a corporation or other entity (i) more than fifty percent (50%) of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than fifty percent (50%) of whose ownership interest (representing the right generally to make decisions for such other entity) is, now or hereafter owned or controlled directly or indirectly by the Company.

2.                                       Participation .  For each Performance Year, the Committee shall designate those key employees of the Company and its Subsidiaries who shall receive Awards under the Plan.  Selection for participation for one Performance Year shall not confer on a Participant the right to participate in the Plan for any other Performance Year.

3.                                       Awards .  For each Performance Year, each Participant shall receive an Award entitling the Participant to