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Home Depot and Relational Investors settle matters

The Home Depot and Relational Investors LLC have reached an agreement on corporate governance matters. As part of the agreement, David H. Batchelder, a principal of Relational, will join The Home Depot board of directors on February 22, 2007, and Relational has agreed to drop its proxy contest. Batchelder also will be appointed to the Leadership Development and Compensation Committee and to the Audit Committee.

Relational, which owns approximately 26.5 million shares of the Home Depot, and the company have agreed that for the next three years, so long as Relational continues as a significant shareholder of the Home Depot, the board will nominate and support Batchelder or another person recommended by Relational, as a director, and Relational will support each slate of directors nominated by the board. Relational will not support or participate in any "withhold the vote" or similar campaign; Relational will not nominate any candidates for election to the board; and Relational will not submit proxy resolutions or conduct any proxy solicitations.



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