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THE HOME DEPOT, INC.
2455 Paces Ferry Road
Atlanta, Georgia 30339
Mr. David
H. Batchelder
Mr. Ralph V. Whitworth
Relational Investors, L.L.C.
12400 High Bluff Drive, Suite 600
San Diego, California 92130
Dear
Messrs. Batchelder and Whitworth:
The following sets
forth the agreement between Relational Investors, L.L.C. and its
affiliates (“Relational”) and The Home Depot, Inc. (the
“Company”):
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1.
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David H. Batchelder will be
appointed to the Board of the Company effective February 22,
2007, and nominated for election to the Board of the Company at its
2007 shareholder meeting, and the Board will recommend and support
Mr. Batchelder’s election to the Board of the Company.
Mr. Batchelder will be appointed to the Leadership Development
and Compensation Committee and the Audit Committee. The Company
will provide Relational with the opportunity to review and comment
on the Company’s preliminary and definitive proxy materials
for the 2007 meeting.
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2.
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For
the next three years (including the 2009 shareholder meeting), so
long as Relational continues as a significant shareholder of the
Company, the Board will no
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