Executive Committee Charter


*                   I. Purpose

*                   II. Composition

*                   III. Meetings

*                   IV. Powers and Responsibilities


I. Purpose

The primary purpose of the Executive Committee (the "Committee") of the Board of Directors (the "Board") of The Home Depot, Inc. (the "Company") is to exercise the full powers and prerogatives of the Board between Board meetings and while the Board is not in session.


II. Composition

The Committee shall be comprised of three or more directors, as determined by the Board. The Chairman of the Board shall serve as a member of the Committee.

The members of the Committee shall be elected by the Board annually and shall serve until their successors shall be duly elected and qualified. Unless a Chair of the Committee is elected by the Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership. All vacancies in the Committee shall be filled by the Board.

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III. Meetings

The Committee does not meet on a regularly scheduled basis, but meets as needed during intervals between scheduled Board meetings to conduct and oversee the affairs of the Company. Meetings of the Committee may be called by the President, the Chairman of the Board or any two or more members of the Committee. A majority of the Committee shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting, at which a quorum is present, shall be the act of the Committee. The Committee may also act by unanimous written consent. The Committee may delegate authority to act upon specific matters within determined parameters to a subcommittee consisting of one or more members. Any such subcommittee shall report any action to the full Committee at its next meeting. At the request of any member of the Executive Committee, consideration of any action proposed to be taken by the Committee shall be deferred to the full Board. The Committee shall keep a record of its actions and proceedings and make a report of these proceedings to the Board at the next meeting of the Board held after such actions or proceedings.

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IV. Powers and Responsibilities

Except as provided by applicable law, the Certificate of Incorporation or the By-Laws, the Executive Committee shall have all the authority of the Board, except that it shall not have authority as to the following matters:

1.       the amendment or repeal of any resolution of the Board of Directors that by its terms is not subject to amendment or repeal by the Committee;

2.       the amendment of the Certificate of Incorporation or By-Laws of the Company;

3.       the adoption of a plan of merger or consolidation;

4.       the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the Company unless authority is specifically given by the stockholders of the Company and the Board; or

5.       a voluntary dissolution of the Company or revocation of any such voluntary dissolution.

All actions or proceedings of the Committee shall be subject to revision or alteration by the Board except to the extent that action has been taken pursuant to, or in reliance on, such action or proceeding prior to any revision or alteration.