Notification of Restricted Stock Award – Walmart

Grant Date
Number of Shares
Social Security Number:

WAL-MART STORES, INC.

STOCK INCENTIVE PLAN OF 2005

RESTRICTED STOCK AWARD

NOTIFICATION OF AWARD AND TERMS AND CONDITIONS OF
AWARD

This Restricted Stock Award Agreement (the “Agreement”) contains the terms
and conditions of the restricted stock award granted to you by Wal-Mart Stores,
Inc., a Delaware corporation (“Walmart”) under the Wal-Mart Stores, Inc. Stock
Incentive Plan of 2005.

1. Grant of Restricted Stock. Walmart has granted to you, effective on
the Grant Date (shown above), the right to receive the number of shares of the
common stock of Walmart (shown above), par value $0.10 per share (“Shares”) at
the end of the vesting period (as defined below). Before the Shares are vested,
they are referred to in this Agreement as “Restricted Stock.”

2. Stock Incentive Plan Governs. The award and this Agreement are
subject to the terms and conditions of the Wal-Mart Stores, Inc. Stock Incentive
Plan of 2005, as amended from time to time (the “Plan”). The Plan is
incorporated in this Agreement by reference and all capitalized terms used in
this Agreement have the meaning set forth in the Plan, unless this Agreement
specifies a different meaning. By accepting this Agreement, you accept this
award, acknowledge receipt of a copy of the Plan and the prospectus covering the
Plan and acknowledge that the award is subject to all the terms and provisions
of the Plan and this Agreement. You further agree to accept as binding,
conclusive and final all decisions and interpretations by the Committee of the
Plan upon any questions arising under the Plan.

3. Payment. The Restricted Stock is granted without requirement of
payment. However, if the Shares have not been previously issued, you must pay
the par value ($0.10) per Share no later than 10 business days after the Grant
Date. You will be advised if this is the case and you will be given payment
instructions at that time.

4. Stockholder Rights. Your Restricted Stock will be held for you by
Walmart until the applicable Vesting Date. You shall have all the rights of a
stockholder on shares of Restricted Stock that vest. With respect to your
unvested Restricted Stock,

A. You shall have the right to vote such shares at any meeting of
stockholders of Walmart;

B. You shall have and the right to receive, free of vesting restrictions (but
subject to applicable withholding taxes) all cash dividends paid with respect to
such shares; and

C. Any non-cash dividends and other non-cash proceeds of such shares,
including stock dividends and any other securities issued or distributed in
respect of such shares shall be

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subject to the same vesting and forfeiture conditions as the shares of
Restricted Stock to which they relate, and the term “Restricted Stock” when used
in this Agreement shall also include any related stock dividends and other
securities issued or distributed in respect of such shares.

5. Vesting of Restricted Stock.

A. Vesting. Your Restricted Stock will vest as follows, provided you
have not incurred a Forfeiture Condition described below:

Percentage of shares vesting		Vesting Date

B. Forfeiture Conditions. Subject to Paragraph 5C. below, the shares
of your Restricted Stock that would otherwise vest on a Vesting Date will not
vest and shall be forfeited if, after the Grant Date and prior to the Vesting
Date your continuous status as an Associate terminates or after the Grant Date
and on or prior to the Vesting Date,

1. You (a) have become or (b) are discussing or negotiating the possibility
of becoming, or (c) are considering an offer to become, or have accepted an
offer or entered into an agreement to become an employee, officer, director,
partner, manager, consultant to, or agent of, or otherwise becoming affiliated
with, any entity competing or seeking to compete with Walmart or an Affiliate;
or

2. You are subject to an administrative suspension, unless you are reinstated
as an Associate in good standing at the end of the administrative suspension
period, in which case the applicable number of shares of Restricted Stock would
vest as of the date of such reinstatement; or

3. You have not executed and delivered to the Company a Non-Disclsoure and
Restricted Use Agreement, in a form to be provided to you by the Company.

C. Accelerated Vesting; Vesting Notwithstanding Termination. Your
Restricted Stock will vest earlier than described in Paragraph 5A, and such
earlier vesting date shall also be considered a “Vesting Date,” under the
following circumstances:

1. If your Continuous Status as an Associate is terminated by your
Disability, your Restricted Stock that would have become vested on a Vesting
Date occurring no more than 3 months after your Continuous Status as an
Associate is so terminated will become vested on the date your Continuous Status
as an Associate is so terminated. “Disability” for this purpose means you have a
physical or mental

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condition resulting from bodily injury, disease or mental disorder that
constitutes total disability under the Federal Social Security Act and for which
you have actually been approved for Social Security disability benefits.

2. If your Continuous Status as an Associate is terminated by your death on
or after ten years of service or on or after the third anniversary of the Grant
Date, your Restricted Stock shall immediately become fully vested.

3. The Committee may, in its discretion, at any time accelerate the vesting
of your Restricted Stock on such terms and conditions as it deems appropriate.

D. Mandatory Deferral of Vesting. If the vesting of Restricted Stock
in any year could, in the Committee153s opinion, when considered with your other
compensation, result in Walmart153s inability to deduct the value of your Shares
because of the limitation on deductible compensation under Internal Revenue Code
Section 162(m), then Walmart in its sole discretion may defer the Vesting Date
applicable to your Restricted Stock (but only to the extent that, in the
Committee153s judgment, the value of your Restricted Stock would not be
deductible) until six months following the termination of your Associate status.

6. Forfeiture of Restricted Stock. If you suffer a forfeiture
condition (i.e., if your Continuous Service as an Associate is terminated prior
to the Vesting Date and the vesting is not accelerated under Paragraph 5C), you
will immediately forfeit your Restricted Stock (including any cash dividends and
non-cash proceeds related to the Restricted Stock for which the record date
occurs on or after the date of the forfeiture), and all of your rights to and
interest in the Restricted Stock shall terminate upon forfeiture without payment
of consideration (except that if you paid par value for the Restricted Stock the
par value of the forfeited shares of Restricted Stock will be returned to you).
Forfeited Restricted Stock shall be reconveyed to Walmart.

7. Taxes and Tax Withholding.

A. Upon the vesting of your Restricted Stock, you will have income in the
amount of the value of the Shares that become vested on the Vesting Date, and
you must pay income tax on that income.

B. You agree to consult with any tax consultants you think advisable in
connection with your Restricted Stock and acknowledge that you are not relying,
and will not rely, on Walmart for any tax advice. Please see Section 9.F.
regarding Section 83(b) elections.

C. Whenever any Restricted Stock becomes vested under the terms of this
Agreement, you must remit, on or prior to the due date thereof, the minimum
amount necessary to satisfy all of the federal, state and local withholding
(including FICA) tax requirements imposed on Walmart (or the Affiliate that
employs you) relating to your Shares. The Committee may require you to satisfy
these minimum withholding tax obligations by any (or a combination) of the
following means: (i) a cash, check, or wire transfer; (ii) authorizing Walmart
to withhold from the Shares otherwise deliverable to you as a result of the
vesting of the Restricted Stock, a number of Shares having a Fair Market Value,
as of the date the withholding tax obligation arises, less than or equal to the
amount of the withholding obligation; or (iii) in unencumbered shares of Walmart
common stock, which have been held for at least six months.

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8. Restricted Stock Not Transferable. Neither Restricted Stock, nor
your interest in the Restricted Stock, may be sold, conveyed, assigned,
transferred, pledged or otherwise disposed of or encumbered at any time prior to
vesting applicable to any award of Restricted Stock issued in your name. Any
attempted action in violation of this paragraph shall be null, void, and without
effect.

9. Other Provisions.

A. The value of the Shares under this Agreement will not be taken into
account in computing the amount of your salary or other compensation for
purposes of determining any pension, retirement, death or other benefit under
any employee benefit plan of Walmart or any Affiliate, except to the extent such
plan or another agreement between you and Walmart specifically provides
otherwise.

B. Walmart may, without liability for its good faith actions, place legend
restrictions upon the Restricted Stock or unrestricted Shares obtained upon
vesting of the Restricted Stock and issue “stop transfer” instructions requiring
compliance with applicable securities laws and the terms of the Restricted
Stock.

C. Determinations regarding this Agreement (including, but not limited to
whether an event has occurred resulting in the forfeiture of or vesting of
Restricted Stock) shall be made by the Committee in accordance with this
Agreement, and all determinations of the Committee shall be final and conclusive
and binding on all persons.

D. Neither this Agreement nor the Plan creates any contract of employment,
and nothing in this Agreement or the Plan shall interfere with or limit in any
way the right of Walmart or an Affiliate to terminate your employment or service
at any time, nor confer upon you the right to continue in the employ of Walmart
and/or Affiliate. Nothing in this Agreement or the Plan creates any fiduciary or
other duty to you owed by Walmart, any Affiliate, or any member of the Committee
except as expressly stated in this Agreement or the Plan.

E. Walmart reserves the right to amend the Plan at any time. The Committee
reserves the right to amend this Agreement at any time.

F. By accepting this award Agreement,

1. You agree to provide any information reasonably requested from time to
time, and

2. You agree not to make an Internal Revenue Code Section 83(b) election with
respect to this award of Restricted Stock.

G. This Agreement shall be construed under the laws of the State of Delaware.

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Grantee:

I acknowledge having received, read and understood the Plan and this
Agreement. I accept the terms and conditions of my Restricted Stock award as set
forth in this Agreement, subject to the terms and conditions of the Plan

Signature

Name (please print):

Agreed to and accepted this day of , 2010.