Deferred Compensation Matching Plan – Walmart

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I. GENERAL

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II. DEFINITIONS

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III. DEFERRAL CREDITS AND MATCHING CONTRIBUTION CREDITS AND ACCOUNT
ALLOCATIONS

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IV. ACCOUNTS AND TIMING OF CREDITS TO ACCOUNTS

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V. PAYMENT OF PLAN BENEFITS

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VI. ADMINISTRATION

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VII. CLAIMS PROCEDURE

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VIII. MISCELLANEOUS PROVISIONS

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(a)

Account means the bookkeeping account
maintained under the Plan to reflect a Participant153s Deferral Credits, Matching
Contribution Credits, and earnings credited in accordance with Section 4.4. A
Participant153s “Account” shall consist of his or her Deferral Account, and his or
her Matching Account. A Participant153s Deferral Account may be allocated among
one or more Scheduled In-Service Accounts and one or more Retirement Accounts to
the extent

authorized hereunder and as elected or deemed elected by the Participant in
accordance with Section 3.5. A Participant153s Matching Account will be allocated
to either or both of the Participant153s Retirement Accounts as elected or deemed
elected by the Participant in accordance with Section 3.5.

(b)

means the Internal Revenue Code of 1986, as amended from time to time.

(c)

means the Compensation, Nominating and Governance Committee of the Board of
Directors of Walmart.

(d)

means a Participant153s base compensation for a Plan Year with respect to
services rendered for an Employer.

(e)

means the bookkeeping account maintained on behalf of a Participant to
reflect his or her Deferral Credits.

(f)

means the amount of Deferred Compensation credited to a Participant153s
Deferral Account in accordance with Section 3.1, the amount of Deferred MIP
Bonus credited to a Participant153s Deferral Account in accordance with Section
3.2, and the amount of Deferred Special Bonus credited to a Participant153s
Deferral Account in accordance with Section 3.3.

(g)

means the Compensation deferred by a Participant in accordance with Section
3.1.

(h)

means the amount deferred by a Participant in accordance with Section 3.2
from bonuses payable to the Participant under the MIP.

(i)

means the amount deferred by a Participant in accordance with Section 3.3
from a Special Bonus payable to the Participant.

(j)

means the Participant has incurred a Separation from Service because the
Participant, as determined by the Committee or its delegate, is unable to engage
in any substantial gainful activity by reason of a medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months.

(k)

means an individual who is a corporate officer of an Employer, and who holds
the title of Vice President or above, Treasurer, Controller, or an officer title
of similar rank or other position as determined by the Committee. In no event
will any individual constitute an Eligible Officer if he or she is not subject
to federal income tax withholding in the United States. Notwithstanding anything
in the preceding provisions of this Section 2.1(k), Eligible Officer shall
exclude any individual who, pursuant to Walmart153s Global Assignment Policy, is
seconded to an Employer and, under the terms of his or her offer or assignment
letter, he or she is intended to remain on the home country153s benefit and
pension programs.

(l)

means with respect to a Plan Year an individual who either (1) is an Eligible
Officer, or (2) is an employee of an Employer and who as of the October 31
immediately preceding the Plan Year has an annual rate of base compensation from
the Employer that is equal to or greater than the annual compensation limit in
effect under Code Section 401(a)(17) (or under a comparable provision of the
Internal Revenue Code of the Commonwealth of Puerto Rico if the Participant is
an eligible participant under the Walmart Puerto Rico 401(k) Plan) for the
calendar year in which the Plan Year begins, or if such limit for such calendar
year has not been determined as of such October 31 then such annual compensation
limit as in effect for the calendar year that includes such October 31.

(m)

means Walmart and any entity, whether or not incorporated, which is a member
of a controlled group of corporations, trades or businesses, as defined in Code
Sections 414(b) and 414(c), of which Walmart is a member, and which has been
designated by the Committee as a participating employer in the Plan.

(n)

means the amount credited to a Participant153s Matching Account pursuant to
Section 3.4.

(o)

means the Employee Retirement Income Security Act of 1974, as amended from
time to time.

(p)

means for a Plan Year the excess, if any, of (1) the sum of (i) the
Participant153s base compensation for the Plan Year for services rendered for an
Employer, and (ii) the Participant153s MIP bonus payable with respect to a
performance period that coincides with the Plan Year or that ends within the
Plan Year, over (2) the annual compensation limit under Code Section 401(a)(17)
(or under a comparable provision of the Internal Revenue Code of the
Commonwealth of Puerto Rico if the Participant is an eligible participant under
the Walmart Puerto Rico 401(k) Plan) in effect for the calendar year in which
the Plan Year begins. For purposes of this paragraph, a Participant153s base
compensation and a Participant153s MIP bonus shall include the cash amounts of
such base compensation and MIP bonus payable to the Participant regardless of
whether the payment of any or all of such amounts to the Participant is deferred
or not made on account of (1) a deferral election by the Participant under the
401(k) Plan, (2) a deferral election by the Participant under this Plan, (3) a
pre-tax contribution by the Participant under Code Section 125, (4) a pre-tax
contribution by the Participant under Code Section 132(f)(4), or (5) withholding
for the payment of employment taxes or income taxes with respect to the
Participant.

(q)

means the Walmart 401(k) Plan and the Walmart Puerto Rico 401(k) Plan, as
amended from time to time.

(r)

means conduct engaged in by the Participant which has been deemed by the
Committee or its delegate to be detrimental to the best interests of Walmart or
any Related Affiliate or any entity in which Walmart has an ownership interest.
Examples of such conduct include, without limitation, disclosure of confidential
information in violation of Walmart153s Statement of Ethics, theft, the commission
of a felony or a crime involving moral turpitude, gross misconduct or similar
serious offenses.

(s)

means the bookkeeping account maintained on behalf of a Participant to
reflect his or her Employer Matching Contribution.

(t)

means the Wal-Mart Stores, Inc. Management Incentive Plan, as amended from
time to time, without regard to any non-U.S. subplans.

(u)

means any individual for whom an Account is maintained. An individual will
cease to be a Participant at such time that the Participant153s Account has been
fully distributed or forfeited in accordance with the Plan.

(v)

means the Walmart Deferred Compensation Matching Plan, as set forth herein,
and as amended from time to time.

(w)

means the twelve (12)-month period commencing on February 1 and ending on
January 31.

(x)

means all persons with whom Walmart would be considered a single employer
under Code Sections 414(b) and 414(c), except that in applying Code Sections
1563(a)(1), (2) and (3) for purposes of determining a controlled group of
corporations under Code Section 414(b), the language “at least 50 percent” shall
be used instead of “at least 80 percent” in each place it appears in Code
Sections 1563(a)(1), (2) and (3), and in applying Treas. Regs. Sec. 1.414(c)-2
for purposes of determining a controlled group of trades or businesses under
Code Section 414(c), the language “at least 50 percent” shall be used instead of
“at least 80 percent” in each place it appears in Treas. Regs. Sec. 1.414(c)-2.

(y)

means a bookkeeping account maintained on behalf of a Participant to which
the Participant153s Deferral Account and Matching Account may be allocated
pursuant to the election or deemed election of the Participant in accordance
with Section 3.5. The number of Retirement Accounts a Participant may have under
the Plan at any time shall be determined by the Committee or its delegate.

(z)

means a bookkeeping account maintained on behalf of a Participant to which
the Participant153s Deferral Account may be allocated pursuant to the election of
the Participant in accordance with Section 3.5. The number of Scheduled
In-Service Accounts a Participant may have under the Plan at any time shall be
determined by the Committee or its delegate.

(aa)

means, with respect to each Scheduled In-Service Account, the first day of a
calendar month designated by the Participant in accordance with Section 3.5. In
no event shall such date be earlier than the first day of the second Plan Year
beginning after the Plan Year for which Deferral Credits are first allocated to
such Scheduled In-Service Account. Once selected, the Scheduled Pay Date with
respect to any Scheduled In-Service Account is irrevocable. If a Participant
fails to designate a Scheduled Pay Date with respect to a Scheduled In-Service
Account, then the Participant is deemed to have designated as the Scheduled Pay
Date for such Scheduled In-Service Account the first day of the second Plan Year
beginning after the Plan Year for which Deferral Credits are first allocated to
such Scheduled In-Service Account.

(bb)

means the Participant has a termination of employment (other than on account
of death) with the Company. For purposes of this paragraph, “Company” means the
Employer and any Related Affiliate. Whether a termination of employment has
occurred shall be determined based on whether the facts and circumstances
indicate the Participant and the Company reasonably anticipate that no further
services will be performed by the Participant for the Company; provided,
however, that a Participant shall be deemed to have a termination of employment
if the level of services he or she would perform for the Company after a certain
date permanently decreases to no more than twenty percent (20%) of the average
level of bona fide services performed for the Company by the Participant
(whether as an employee or independent contractor) over the immediately
preceding 36-month period (or the full period of services for the Company if the
Participant has been providing services to the Company for less than 36 months).
For this purpose, a Participant is not treated as having a Separation from
Service while he or she is on a military leave, sick leave, or other bona fide
leave of absence, if the period of such leave does not exceed six (6) months, or
if longer, so long as the Participant has a right to reemployment with the
Company under an applicable statute or by contract.

(cc)

means the last day of the calendar month in which falls the date that is six
(6) months after a Participant153s Separation from Service.

(dd)

means a bonus, other than a bonus payable under the MIP, that is payable to
an Eligible Officer with respect to services rendered or to be rendered for an
Employer and that is eligible for deferral under the Plan either because (1) the
bonus is payable pursuant to an offer letter accepted in writing by the Eligible
Officer before commencement of employment and that specifically refers to the
deferability of the bonus by explicit reference to this Plan or (2) the bonus is
eligible for deferral in accordance with guidelines established by the
Committee, or by an officer to whom the Committee has delegated authority to
establish such guidelines, and the bonus requires as a condition of receipt of
the bonus and to avoid forfeiture of the bonus that the recipient continue to
perform services for the Employer for a period of at least thirteen (13) months
after the date he or she obtains the legally binding right to the bonus.

(ee)

means a severe financial hardship to the Participant resulting from an
illness or accident of the Participant, the Participant153s spouse, the
Participant153s beneficiary, or the Participant153s dependent (as defined in Code
Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B)), the
loss of the Participant153s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant.

(ff)

means each day of the Plan Year.

(gg)

means Wal-Mart Stores, Inc., a Delaware corporation.

(hh)

means a period of Plan Years which includes the first Plan Year with respect
to which an Eligible Participant makes a deferral election in accordance with
any one or more of Sections 3.1, 3.2 and 3.3 and an amount is credited to the
Participant153s Account with respect to any such deferral election, and each
subsequent Plan Year during all or part of which the Participant remains a
Participant. In addition to the preceding definition, a Participant153s Years of
Participation shall include any period commencing February 1 and ending January
31, whether before or after the effective date of the Plan, during which or with
respect to which an account is maintained for the Participant under the Wal-Mart
Stores, Inc. Officer Deferred Compensation Plan, as such plan may be amended
from time to time.

(a)

For each Plan Year, each Eligible Officer may elect to defer, as Deferred
Compensation, all or a portion of the Eligible Officer153s Compensation to be
otherwise paid for such Plan Year by the Employer. The Eligible Officer153s
Deferred Compensation will be deferred proratably for each payroll period of the
Plan Year. If a payroll period begins in one Plan Year and ends in the following
Plan Year, the Deferred Compensation with respect to such payroll period shall
be determined by the Eligible Officer153s deferral election made with respect to
the Plan Year in which the payroll period begins. All deferral elections made
under this Section 3.1 must be filed with Executive Compensation on forms (which
may be electronic) approved by Executive Compensation.

(b)

Compensation deferral elections must be filed:

(1)

With respect to an individual who is an Eligible Officer as of the December
31 preceding the Plan Year for which the deferral election is to be effective,
no later than such December 31; or

(2)

With respect to an individual who first becomes an Eligible Officer during
the Plan Year, within thirty (30) days following the first date he or she
becomes an Eligible Officer. For purposes of this rule, an Eligible Officer will
be treated as first becoming an Eligible Officer during the Plan Year only if:

(A)

he or she was not eligible to participate in the Plan or any other plan
required by Code Section 409A to be aggregated with the Plan at any time during
the twenty-four (24)-month period ending on the date during the Plan Year he or
she becomes an Eligible Officer; or

(B)

he or she was paid all amounts previously due under the Plan and any other
plan required by Code Section 409A to be aggregated with the Plan and, on and
before the date of the last such payment, was not eligible to continue to
participate in the Plan and any other plan required by Code Section 409A to be
aggregated with the Plan for periods after such payment.

(c)

The Deferred Compensation of an Eligible Officer who elects to defer all or a
portion of the Eligible Officer153s Compensation under this Section 3.1 with
respect to a Plan Year shall be credited to the Eligible Officer153s Deferral
Account for such Plan Year and shall be allocated to a Retirement Account or to
a Scheduled In-Service Account in accordance with Section 3.5.

(a)

For each Plan Year, each Eligible Participant may elect to defer all or a
portion of the Eligible Participant153s bonus (if any) to be otherwise paid to the
Eligible Participant under the MIP with respect to a performance period under
the MIP that coincides with the Plan Year or that ends within the Plan Year;
provided, however, an Eligible Participant who is not an Eligible Officer may
elect to defer no more than eighty percent (80%) of the Eligible Participant153s
MIP bonus for a Plan Year. All bonus deferral elections made under this Section
3.2 must be filed with Executive Compensation on forms (which may be electronic)
approved by Executive Compensation.

(b)

MIP bonus deferral elections must be filed:

(1)

No later than the December 31 (or such other date as determined by the
Committee or its delegate) preceding the first day of the performance period for
which the deferral election is to be effective.

(2)

If authorized by the Committee or its delegate with respect to an Eligible
Officer, and if the MIP bonus constitutes “performance-based compensation”
within the meaning of Code Section 409A based on services performed over a
performance period of at least twelve (12) months, and if the Eligible Officer
has been continuously employed by an Employer or a Related Affiliate since the
first day of the performance period, then no later than the earlier of (i) the
date that is six months prior to the last day of the performance period, or (ii)
the date in the performance period as of which the amount of the MIP bonus has
become both substantially certain to be paid and calculable.

(3)

Solely with respect to an Eligible Officer who first becomes an Eligible
Participant during the Plan Year, within thirty (30) days following the first
date he or she becomes an Eligible Participant. For purposes of this rule, an
Eligible Officer will be treated as first becoming an Eligible Participant
during the Plan Year only if:

(A)

he or she was not eligible to participate in the Plan or any other plan
required by Code Section 409A to be aggregated with the Plan at any time during
the twenty-four (24)-month period ending on the date during the Plan Year he or
she becomes an Eligible Participant; or

(B)

he or she was paid all amounts previously due under the Plan and any other
plan required by Code Section 409A to be aggregated with the Plan and, on and
before the date of the last such payment, was not eligible to continue to
participate in the Plan and any other plan required by Code Section 409A to be
aggregated with the Plan for periods after such payment.

(c)

The Deferred MIP Bonus of an Eligible Participant who elects to defer all or
a portion of the Eligible Participant153s MIP bonus under this Section 3.2 with
respect to a performance period that coincides with a Plan Year or that ends
within a Plan Year shall be credited to the Eligible Participant153s Deferral
Account for such Plan Year and shall be allocated to a Retirement Account or to
a Scheduled In-Service Account in accordance with Section 3.5.

(a)

An Eligible Officer may elect to defer all or a portion of the Eligible
Officer153s Special Bonus to be otherwise paid to the Eligible Officer in a Plan
Year. All Special Bonus deferral elections made under this Section 3.3 must be
filed with Executive Compensation on forms (which may be electronic) approved by
Executive Compensation. For purposes of this Section 3.3, the date of an
Eligible Officer153s election is the date the executed election form (which may be
electronic) is received by Executive Compensation. A deferral election is not
permitted with respect to a Special Bonus unless the Special Bonus is a type
described in, and the deferral election with respect to the Special Bonus
satisfies the applicable conditions of, Section 3.3(b) or Section 3.3(c).

(b)

A Special Bonus described in this Section 3.3(b) is one that requires as a
condition of receipt of the Special Bonus and to avoid forfeiture of the Special
Bonus that the Eligible Officer continue to perform services for a period of at
least thirteen (13) months after the date he or she obtains the legally binding
right to the Special Bonus. The deferral election with respect to a Special
Bonus described in this Section 3.3(b) must be filed within thirty (30) days
after the Eligible Officer obtains the legally binding right to the Special
Bonus.

(c)

A Special Bonus described in this Section 3.3(c) is one payable pursuant to
an offer letter accepted in writing by an Eligible Officer before commencement
of employment and that specifically refers to the deferability of the Special
Bonus by explicit reference to the Plan. The deferral election with respect to a
Special Bonus described in this Section 3.3(c) must be filed prior to the time
the Eligible Officer renders any services to which the Special Bonus relates,
regardless of whether the deferral election relates to all of the Special Bonus
or a portion of the Special Bonus.

(d)

The Deferred Special Bonus of an Eligible Officer who elects to defer all or
a portion of the Eligible Officer153s Special Bonus under this Section 3.3 in a
Plan Year shall be credited to the Eligible Officer153s Deferral Account for such
Plan Year and shall be allocated to a Retirement Account or to a Scheduled
In-Service Account in accordance with Section 3.5.

(a)

If a Participant is employed by the Employer or any Related
Affiliate on the last day of the Plan Year and if Deferral Credits have been
made to the Participant153s Account with respect to the Plan Year, then to the
extent applicable under the following provisions of this Section 3.4 an Employer
Matching Contribution Credit will be made to the Participant153s Matching Account.
The amount of the

Employer Matching Contribution Credit, if any, made to a Participant153s
Matching Account for the Plan Year will equal the total amount of Deferred
Compensation and Deferred MIP Bonus credited to the Participant153s Account for
the Plan Year under Section 3.1(c) and Section 3.2(c); provided, however, in no
event shall the Employer Matching Contribution Credit made to a Participant153s
Matching Account for a Plan Year exceed 6% of the Participant153s Excess
Compensation for such Plan Year. Notwithstanding the preceding provisions of
this Section 3.4(a), an Employer Matching Contribution Credit for a Plan Year
shall not be made with respect to any Deferral Credits for the Plan Year that
have been withdrawn in accordance with Section 5.5.

(b)

A Participant shall become vested in his or her Matching Account, including
earnings thereon, if the Participant has completed at least three (3) Years of
Participation. If a Participant is not otherwise vested in the Participant153s
Matching Account under the preceding sentence of this Section 3.4(b), the
Participant will become vested in the Participant153s Matching Contribution
Account if the Participant dies prior to the Participant153s Separation from
Service, or if the Participant is Disabled. Notwithstanding any provision
hereunder to the contrary, a Participant153s Matching Account shall be distributed
pursuant to Article V only if the Participant has become vested in the
Participant153s Matching Contribution Account under this Section 3.4(b) as of the
date of the Participant153s Separation from Service.

(a)

At the same time that an Eligible Participant makes an election to defer
Compensation, an MIP bonus, or a Special Bonus in accordance with the provisions
of the Plan, the Eligible Participant shall also make an election to allocate
the amount or amounts subject to each such deferral election to a Retirement
Account or Accounts or to a Scheduled In-Service Account or Accounts. In
addition to the preceding requirement, at the same time that an Eligible
Participant makes an election to defer Compensation or an MIP bonus in
accordance with the provisions of this Plan, the Eligible Participant shall also
make an election to allocate the Employer Matching Contribution Credits (if any)
with respect to such Deferred Compensation or Deferred MIP Bonus to a Retirement
Account or Accounts.

(b)

At the time of an Eligible Participant153s first election to allocate any
amount subject to a deferral election (regardless of whether the amount is
Deferred Compensation, Deferred MIP Bonus, Deferred Special Bonus or Employer
Matching Contribution Credit) to a Retirement Account, the Eligible Participant
shall also designate the form of distribution with respect to such Retirement
Account. The form of distribution must be a form permitted under Section 5.4(a).

(c)

At the time of an Eligible Participant153s first election to
allocate any amount subject to a deferral election (regardless of whether the
amount is Deferred

Compensation, Deferred MIP Bonus or Deferred Special Bonus) to a Scheduled
In-Service Account, the Eligible Participant shall also designate the Scheduled
Pay Date with respect to such Scheduled In-Service Account.

(d)

If at the time of an Eligible Participant153s deferral election under the Plan
the Eligible Participant fails to make an account allocation election under
Section 3.5(a), then the amount subject to such deferral election shall be
allocated in the same manner as the same category of deferred amounts (meaning
either Deferred Compensation, Deferred MIP Bonus, Deferred Special Bonus or
Employer Matching Contribution Credits) were allocated for the most recent
preceding Plan Year for which the Eligible Participant made an allocation
election, but if none then to the Eligible Participant153s Retirement Account if
there is only one, or equally to the Eligible Participant153s Retirement Accounts
if the Eligible Participant has more than one Retirement Accounts, but if the
Eligible Participant has no Retirement Account then the amount subject to such
deferral election shall be allocated to a Retirement Account deemed to be
elected by the Participant with a lump sum form of payment, and such Retirement
Account shall be one of the Participant153s permitted Retirement Accounts under
the Plan.

(a)

Except as otherwise provided herein, once made for a Plan Year, a deferral
election or elections under Sections 3.1(b)(1), 3.2(b)(1) and 3.2(b)(2), and the
corresponding account allocation election or elections under Section 3.5, may
not be revoked, changed or modified after the applicable deferral election
filing deadline specified in Sections 3.1(b)(1), 3.2(b)(1), and 3.2(b)(2), and a
deferral election or elections under Sections 3.1(b)(2), 3.2(b)(3), 3.3(b) and
3.3(c), and the corresponding account allocation election or elections under
Section 3.5, may not be revoked, changed or modified after the date of each such
deferral election as provided in Sections 3.1(b)(2), 3.2(b)(3), 3.3(b) and
3.3(c). A deferral election for one Plan Year will not automatically be given
effect for a subsequent Plan Year, so that if a deferral is desired for a
subsequent Plan Year, a separate election must be made by the Eligible
Participant.

(b)

In the event an Eligible Officer has a Separation from Service for any
reason, then his or her deferral election under Section 3.1 will terminate as of
the date of such Separation from Service (but will be effective with respect to
the last regular paycheck issued to such Eligible Officer), regardless of
whether the Eligible Officer continues to receive Compensation, or other
remuneration, from any Employer or Related Affiliate thereafter. If an Eligible
Officer has a Separation from Service for any reason and is rehired (whether or
not as an Eligible Officer) within the same Plan Year, his or her deferral
election, if any, under Section 3.1 shall be automatically reinstated and shall
remain in effect for the remainder of such Plan Year.

(c)

In the event an Eligible Participant has a Separation from Service for any
reason, then his or her deferral elections, if any, under Sections 3.2 and 3.3
will remain in effect with respect to the bonus, if any, subject to any such
deferral election. If an Eligible Participant has a Separation from Service for
any reason and is rehired (whether or not as an Eligible Participant) within the
same Plan Year or the same performance period, his or her deferral elections, if
any, under Sections 3.2 and 3.3 will remain in effect with respect to the bonus,
if any, subject to any such deferral elections.

(d)

In the event an Eligible Participant who is an Eligible Officer ceases to be
an Eligible Officer (other than on account of a Separation from Service) during
any Plan Year, then his or her Compensation deferral election, if any, under
Section 3.1 will terminate as of the next following December 31. In addition, in
the event the Compensation of such individual is reduced as a result of the
change in status, his or her deferral election following such loss and through
the date of termination of such election as provided in the preceding sentence
will be pro rated based on his or her new level of Compensation.

(e)

In the event an Eligible Participant ceases to be an Eligible Participant
(other than on account of a Separation from Service) during any Plan Year, then
his or her bonus deferral election, if any, under Section 3.2 will terminate for
any performance period beginning in the calendar year following the year of the
loss of Eligible Participant status.

(f)

In the event an Eligible Participant who is an Eligible Officer ceases to be
an Eligible Officer (other than on account of Separation from Service) during
any Plan Year, then his or her bonus deferral election, if any, under Section
3.3 will remain in effect.

(g)

Notwithstanding anything herein to the contrary, in the event an Eligible
Officer goes on an unpaid leave of absence, his or her Compensation deferral
election, if any, under Section 3.1 shall automatically cease when he or she
commences the unpaid leave of absence; provided, however, that if he or she
returns from the unpaid leave of absence during the same Plan Year, his or her
Compensation deferral election under Section 3.1 shall automatically resume
immediately upon return from the leave of absence and shall continue in effect
for the balance of the Plan Year. An Eligible Officer153s Compensation deferral
election under Section 3.1, if any, shall remain in effect with respect to any
Compensation to which such election applies that is paid while on a leave of
absence. An Eligible Participant153s deferral election under Sections 3.2 or 3.3,
if any, shall not be affected by his or her leave of absence.

(a)

In the event a Participant receives a distribution from the
Walmart 401(k) Plan (or any other plan or successor plan sponsored by Walmart or
any Related Affiliate) on account of hardship, which distribution is made
pursuant to

Treasury Regulations Section 1.401(k)-1(d)(3) and requires suspension of
deferrals under other arrangements such as this Plan, the Participant153s deferral
elections under Sections 3.1, 3.2 and 3.3, if any, pursuant to which deferrals
would otherwise be made during the six (6)-month period following the date of
the distribution from the Walmart 401(k) Plan shall be cancelled.

(b)

In the event a Participant requests a distribution pursuant to Section 5.5
due to an Unforeseeable Emergency, or the Participant requests a cancellation of
deferrals under the Plan in order to alleviate his or her Unforeseeable
Emergency, and the Committee or its delegate determines that the Participant153s
Unforeseeable Emergency may be relieved through the cessation of deferrals under
the Plan, some or all the Participant153s deferral elections under Sections 3.1,
3.2 and 3.3, if any, for such Plan Year as determined by the Committee or its
delegate, shall be cancelled as soon as administratively practicable following
such determination by the Committee or its delegate.

(a)

Deferred Compensation will be credited to the Participant153s Deferral Account
as of the date such Compensation would have otherwise been paid in cash.

(b)

Deferred MIP Bonuses and Deferred Special Bonuses will be credited to the
Participant153s Deferral Account as of the date the bonus could have otherwise
been paid in cash.

(c)

Employer Matching Contribution Credits for a Plan Year will be credited to
the Participant153s Matching Account as of the last day of the Plan Year.

(a)

Every Valuation Date during a Plan Year, a Participant153s Account will be
credited with an equivalent of a daily rate of simple interest based on the
yield on United States Treasury securities (not indexed for inflation) with a
constant maturity of ten (10) years, as of the first business day of January
preceding such Plan Year, plus two hundred seventy (270) basis points. This rate
shall be determined on the basis of Federal Reserve Statistical Release H-15 (or
any successor statistical release of the Federal Reserve) and, if there is no
such statistical release, on the basis of such other generally recognized source
of information concerning the market for United States Treasury securities as
the Committee selects.

(a)

In-Service Benefits. Each of a Participant153s Scheduled In-Service Accounts
will be distributed in a lump sum within the 90-day period commencing on the
Scheduled Pay Date applicable to such Scheduled In-Service Account. The lump sum
amount will be the value of the applicable Participant153s Scheduled In-Service
Account as of the Scheduled Pay Date.

(b)

Intervening Separation or Death. Notwithstanding the preceding, should an
event occur prior to the Scheduled Pay Date of any Scheduled In-Service Account
that would trigger a distribution under Section 5.2 or 5.3 earlier than the
Scheduled Pay Date, such Scheduled In-Service Account or Accounts shall be
distributed in accordance with Section 5.2 or 5.3, as applicable, and not in
accordance with Section 5.1(a).

(a)

Separation Benefits. In the event of a Participant153s Separation from Service,
the Participant153s Scheduled In-Service Accounts will be distributed in a lump
sum under Section 5.2(b) and the Participant153s Retirement Accounts will be
distributed in one of the forms provided in Section 5.2(b) or 5.2(c) below in
accordance with the Participant153s distribution election given effect under the
provisions of Section 5.4 with respect to each such Retirement Account.

(b)

Lump Sum Distributions.

(1)

Any lump sum to be paid under this Section 5.2(b) shall be paid within the
90-day period commencing on the Participant153s Separation Pay Date.

(2)

The lump sum amount will be the value of the Participant153s Account, or
Retirement Account, as applicable, as of the last day of the month preceding the
date of the distribution.

(c)

Installment Distributions.

(1)

If a Participant153s Retirement Account is to be distributed in the form of
annual installments, the first such installment shall be made within the 90-day
period commencing on the first January 31 following the Participant153s Separation
from Service; provided, however, that if such January 31 is earlier than the
Participant153s Separation Pay Date, the first such installment shall be made
within the 90-day period commencing on the Participant153s Separation Pay Date.
Subsequent installments shall be made within the 90-day period commencing on
each successive January 31, until the Participant153s benefits under such Account
are distributed in full.

(2)

The Plan benefits will be paid in equal annual installments in an amount
which would fully amortize a loan equal to the lump sum value of the
Participant153s Retirement Account determined in accordance with Section 5.2(b)(2)
(using as the distribution date the date of the first installment) over the
installment period, with interest calculated at the per annum rate in effect for
the Plan Year in which the Participant153s Separation from Service occurs.

(a)

General. In the event of the Participant153s death before incurring a
Separation from Service or before commencement of benefits, the Participant153s
Account will be distributed in one of the forms provided in Section 5.3(b) or
5.3(c) below in accordance with the Participant153s distribution election given
effect under the provisions of Section 5.4 below.

(b)

Lump Sum Distributions.

(1)

Any lump sum to be paid under this Section 5.3(b) shall be paid within the
90-day period commencing on the last day of the month in which the Participant153s
death occurs.

(2)

The lump sum amount will be the value of the Participant153s Account as of the
last day of the month preceding the date of distribution.

(c)

Installment Distributions.

(1)

If the Participant153s Account is to be distributed in the form of annual
installments, the first such installment shall be made within the 90-day period
commencing on the first January 31 coincident with or next following the
Participant153s death. Subsequent installments will be made during the 90-day
period commencing on each successive January 31, until the Participant153s
benefits are distributed in full.

(2)

The Plan benefits will be paid in equal annual installments in an amount
which would fully amortize a loan equal to the lump sum value of the
Participant153s Account determined in accordance with Section 5.3(b)(2) (using as
the distribution date the date of the first installment) over the installment
period, with interest calculated at the per annum rate in effect for the Plan
Year in which the Participant153s death occurs.

(d)

Death After Commencement of Installments. Notwithstanding the preceding, in
the event of a Participant153s death after installment payments to the Participant
have commenced, such installment payments shall continue to be made to the
Participant153s designated beneficiary in the same manner as they were being
distributed to the Participant prior to his or her death, provided, however,
that if the Participant153s distribution election applicable to Section 5.3(a) is
a lump sum payment, the Participant153s remaining installments will be distributed
in lump sum to the Participant153s designated beneficiary within the 90-day period
commencing on the last day of the month in which the Participant153s death occurs.

(e)

Designation of Beneficiary. A Participant may, by written or electronic
instrument delivered to the Committee in the form prescribed by the Committee,
designate primary and contingent beneficiaries (which may be a trust or trusts)
to receive any benefit payments which may be payable under this Plan following
the Participant153s death, and may designate the proportions in which such
beneficiaries are to receive such payments. A Participant may change such
designation from time to time and the last designation filed with the Committee
in accordance with its procedures prior to the Participant153s death will control.
In the event no beneficiary is designated, or if all designated beneficiaries
predecease the Participant, payment shall be payable to the following “default”
beneficiaries of the Participant in the following order of priority: (1) the
Participant153s surviving spouse known to the Committee, if any; (2) the
Participant153s living children known to the Committee in equal shares; (3) the
Participant153s living parents known to the Committee in equal shares; (4) the
Participant153s surviving siblings known to the Committee in equal shares; or (5)
the beneficiary153s estate for distribution in accordance with the terms of the
beneficiary153s last will and testament or as a court of competent jurisdiction
shall determine.

(f)

Death of Beneficiary. In the event a beneficiary dies before full payment of
the Participant153s benefits under the Plan, benefits that would have been paid to
such beneficiary shall continue in the same form in equal shares to the
remaining beneficiaries at the same level (i.e., primary, contingent) and, if
none, to the next level of beneficiaries. If there are no beneficiaries at the
next level, then any remaining benefits shall be paid to the following “default”
beneficiaries of the last living beneficiary in the following order of priority:
(1) the beneficiary153s surviving spouse known to the Committee, if any; (2) the
beneficiary153s living children known to the Committee in equal shares; (3) the
beneficiary153s surviving parents known to the Committee in equal shares; (4) the
beneficiary153s surviving siblings known to the Committee in equal shares; or (5)
the beneficiary153s estate for distribution in accordance with the terms of the
beneficiary153s last will and testament or as a court of competent jurisdiction
shall determine.

(a)

Forms Available. In the event of a Participant153s Separation from Service, or
in the event of a Participant153s death if the Participant dies prior to
Separation from Service, distribution of his or her Retirement Account or, in
the event of death, his or her Account, may be made, at the Participant153s
election per this Section 5.4, in one of the following forms:

(1)

a lump sum;

(2)

subject to the minimum account value restriction below, substantially equal
annual installments over a period not to exceed fifteen (15) years; or

(3)

solely with respect to distribution of the Participant153s Account in the event
of death, partially a lump sum and, subject to the minimum account value
restriction below, substantially equal annual installments over a period not to
exceed fifteen (15) years;

(b)

Subsequent Elections. A Participant may change his or her distribution
election (or deemed distribution election) with respect to his or her Retirement
Account, or, in the event of death, his or her Account, per this Section 5.4 at
any time by making a new election (referred to in this subsection as a
“subsequent election”) on a form (which may be electronic) approved by Executive
Compensation and filed with Executive Compensation; provided, however, that such
subsequent election shall be subject to the following restrictions:

(1)

A subsequent election may not take effect until at least twelve (12) months
after the date on which such subsequent election is made;

(2)

Payment or initial payment pursuant to a subsequent election may not be made
earlier than five (5) years from the date such payment would have been made
absent the subsequent election (but, for this purpose, installment payments
shall not commence until the first January 31 after such delay), unless the
distribution is made on account of the Participant153s death;

(3)

A subsequent election related to a payment must be made not less than twelve
(12) months before the date the payment is scheduled to be paid;

(4)

Payment of a Participant153s Retirement Account or, in the event
of death, Account, pursuant to a subsequent election must be completed by the
last day of the Plan Year which contains the twentieth (20^th)
anniversary of the Participant153s Separation Pay Date or the Participant153s death;

(5)

For purposes of this Section 5.4(b) and Code Section 409A, the entitlement to
annual installment payments is treated as the entitlement to a single payment.

(c)

Filing of Election. A Participant153s distribution election applicable to the
Participant153s Account in the event of the Participant153s death prior to
Separation from Service, and a Participant153s distribution election with respect
to the Participant153s Retirement Account or Retirement Accounts, and the
Participant153s Scheduled Pay Date with respect to the Participant153s Scheduled
In-Service Accounts, must be filed with Executive Compensation on forms (which
may be electronic) prescribed by Executive Compensation.

(a)

In the event of an Unforeseeable Emergency, the Committee or its
delegate, in its sole and absolute discretion and upon written application of a
Participant or, following the Participant153s death, the beneficiary to whom a
Participant153s benefits are then being paid, or will be paid, pursuant to Section
5.3, may direct immediate distribution of all or a portion of the Participant153s
Account (excluding the Participant153s Matching Account and related earnings if
the Participant is not fully vested in his or her Matching Account). The
Committee will permit distribution on account of an Unforeseeable Emergency only
to the extent reasonably necessary to satisfy the emergency need, plus amounts
necessary to pay federal, state or local income taxes and penalties reasonably

anticipated to result from the distribution, after taking into account the
extent to which such need is or may be relieved through reimbursement or
compensation by insurance, by liquidation of the Participant153s or beneficiary153s
assets (to the extent the liquidation of such assets would not itself cause
severe financial hardship), or by cessation of deferrals under the Plan. Any
distribution under this Section 5.5 shall first be made from the Participant153s
Scheduled In-Service Accounts with respect to Deferral Credits made in the same
Plan Year as the Distribution under this Section 5.5(a), and then from the
Participant153s Retirement Accounts with respect to Deferral Credits made in the
same Plan Year as the Distribution under this Section 5.5(a), and then
proratably from the remaining amount of the Participant153s Scheduled In-Service
Accounts and then proratably from the Participant153s Retirement Accounts.

(b)

Notwithstanding anything in the Plan to the contrary, if Walmart reasonably
anticipates that its deduction with respect to any distribution under this
Section 5.5 would not be permitted due to the application of Code Section
162(m); such payment shall be suspended to the extent a deduction would not be
permitted until the earliest date at which it reasonably anticipates that the
deduction of such distribution would not be barred by application of Code
Section 162(m); provided, however, that the conditions of Section 5.5(a) are
still satisfied as of such date.

(a)

The Committee shall have the exclusive duty, authority and discretion to
interpret and construe the provisions of the Plan, to determine eligibility for
and the amount of any benefit payable under the Plan, and to decide any dispute
which may rise regarding the rights of Participants (or their beneficiaries)
under this Plan;

(b)

The Committee shall have the authority to adopt, alter, and repeal such
administrative rules, regulations, and practices governing the operation of the
Plan as it shall from time to time deem advisable;

(c)

The Committee may appoint a person or persons to act on behalf of, or to
assist, the Committee in the administration of the Plan, establishment of forms
(including electronic forms) desirable for Plan operation, and such other
matters as the Committee deems necessary or appropriate;

(d)

The decision of the Committee in matters pertaining to this Plan shall be
final, binding, and conclusive upon Walmart, any Related Affiliate, the
Participant, the Participant153s beneficiary, and upon any person affected by such
decision, subject to the claims procedure set forth in Article VII; and

(e)

In any matter relating solely to a Committee member153s individual rights or
benefits under this Plan, such Committee member shall not participate in any
Committee proceeding pertaining to, or vote on, such matter.

(a)

The Committee shall have the authority to allocate, from time to
time, by instrument in writing filed in its records, all or any part of its
respective responsibilities under the Plan to one or more of its members as may
be deemed advisable, and in the same manner to revoke such allocation of
responsibilities. In the exercise of such allocated responsibilities, any action
of the member to whom responsibilities are allocated shall have the same force
and effect for all purposes hereunder as if such action had been taken by the
Committee. The

Committee shall not be liable for any acts or omissions of such member. The
member to whom responsibilities have been allocated shall periodically report to
the Committee concerning the discharge of the allocated responsibilities.

(b)

The Committee shall have the authority to delegate, from time to time, by
written instrument filed in its records, all or any part of its responsibilities
under the Plan to such person or persons as the Committee may deem advisable
(and may authorize such person to delegate such responsibilities to such other
person or persons as the Committee shall authorize) and in the same manner to
revoke any such delegation of responsibility. Any action of the delegate in the
exercise of such delegated responsibilities shall have the same force and effect
for all purposes hereunder as if such action had been taken by the Committee.
The Committee shall not be liable for any acts or omissions of any such
delegate. The delegate shall periodically report to the Committee concerning the
discharge of the delegated responsibilities.

(a)

the specific reason or reasons for the denial;

(b)

specific reference to the pertinent Plan provision upon which the denial is
based;

(c)

a description of any additional material or information necessary for the
claimant to perfect the claim; and

(d)

an explanation of the Plan153s claim review procedure.

(a)

may request a review by written application to the Committee not later than
sixty (60) days after receipt by the claimant of the written notification of
denial of a claim;

(b)

may review pertinent documents; and

(c)

may submit issues and comments in writing.