Officer Deferred Compensation Plan – Walmart

1

1.1

Purpose

1

1.2

Effective Dates; Code Section 409A

1

1.3

Nature of Plan

1

2

2.1

Definitions

2

7

3.1

Deferred Compensation

7

3.2

Deferred Bonuses

8

3.3

Deferred Special Bonuses

9

3.4

Deferred Retention Bonuses

10

3.5

Incentive Payments

11

3.6

Irrevocability of Deferral Elections

11

3.7

Automatic Suspension of Deferral Elections

13

3.8

Employer Contribution Credits

13

3.9

Crediting of Deferrals and Employer Contribution Credits

13

3.10

Nature of Accounts

14

3.11

Valuation of Accounts

14

14

4.1

Credited Earnings

14

4.2

Incentive Payments

14

17

5.1

Scheduled In-Service Benefits

17

5.2

Separation and Retirement Benefits

17

5.3

Death Benefits

18

5.4

Form of Distribution

20

5.5

Distributions for Unforeseeable Emergencies

23

5.6

Reductions Arising from a Participant153s Gross Misconduct

23

24

6.1

General

24

6.2

Allocation and Delegation of Duties

25

25

7.1

General

25

7.2

Appeals Procedure

26

ARTICLE VIII. MISCELLANEOUS PROVISIONS

26

8.1

Amendment, Suspension or Termination of Plan

26

8.2

Non-Alienability

26

8.3

Recovery of Overpayments

27

8.4

No Employment Rights

27

8.5

No Right to Bonus

27

8.6

Withholding and Employment Taxes

27

8.7

Income and Excise Taxes

27

8.8

Successors and Assigns

27

8.9

Governing Law

27

(a)

This Plan was initially effective February l, 1996 and was most recently
amended and restated as of January 1, 2005. This amendment and restatement is
effective January 1, 2009, except as otherwise expressly stated herein. The
terms of the Plan as stated herein (other than Appendix A) shall apply to all
amounts deferred and vested under the Plan on or after January 1, 2005. This
Plan (other than Appendix A) shall be interpreted and applied at all times in
accordance with Code Section 409A, and guidance issued thereunder.

(b)

Amounts deferred and vested under the Plan on or before December 31, 2004
shall continue to be governed at all times by the Plan as in effect on such
date, which Plan is attached hereto as Appendix A. Appendix A shall not be
materially modified (within the meaning of Code Section 409A) (formally or
informally, including by interpretation), unless such modification expressly
provides that it is intended to be a material modification within the meaning of
Code Section 409A and guidance issued thereunder.

(a)

means the bookkeeping account established to reflect: (1) a Participant153s
Deferred Compensation credited on or after January 1, 2005; (2) Deferred Bonuses
credited on or after January 1, 2005; (3) Deferred Special Bonuses credited on
or after January 1, 2008; (4) Retention Bonuses credited on or after January 1,
2008; (5) Employer Contribution Credits credited on or after January 1, 2008;
(6) Incentive Payments credited on or after January 1, 2005; (7) Deferred Equity
credited to this Plan on or after January 1, 2005 pursuant to the terms of the
SIP Deferral Procedures; and (8) earnings credited on amounts under (1) through
(7) above. A Participant153s “Account” shall consist of his or her Company
Account, Retirement Accounts and Scheduled In-Service Accounts. “Account” as
used herein, however, shall not include Grandfathered Accounts.

(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 Wal-Mart.

(d)

means the bookkeeping account maintained on behalf of a Participant to
reflect his or her Employer Contribution Credits and earnings thereon.

(e)

means a Participant153s federal taxable base compensation for a Plan Year, less
employment taxes and bi-weekly deductions as are determined to be in effect on
the January 1 preceding such Plan Year.

(f)

means the amount deferred pursuant to Section 3.2 from bonuses payable to a
Participant under the MIP.

(g)

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

(h)

means Performance Shares, PERS or Restricted Stock granted under the Wal-Mart
Stores, Inc. Stock Incentive Plan of 2005, which the grantee has elected to
defer to this Plan in accordance with the SIP Deferral Procedures (to the extent
permitted by such Procedures).

(i)

means the Retention Bonuses deferred by a Participant in accordance with
Section 3.4.

(j)

means the Special Bonuses deferred by a Participant in accordance with
Section 3.3.

(k)

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.

(l)

means an individual who is a corporate officer of Wal-Mart or a Related
Affiliate designated by the Committee as a participating 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 addition,
Eligible Officer shall include a divisional officer of Wal-Mart or a Related
Affiliate designated by the Committee as a participating employer, and who holds
the title of Vice President or above or an officer title of similar rank 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.

(m)

means Wal-Mart and all persons with whom Wal-Mart 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.

(n)

means the amount credited to a Participant153s Company Account pursuant to
Section 3.8.

(o)

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

(p)

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

(q)

means the bookkeeping account established to reflect: (1) a Participant153s
Deferred Compensation credited prior to January 1, 2005; (2) Deferred Bonuses
credited prior to January 1, 2005; (3) Incentive Payments credited prior to
January 1, 2005; and (4) earnings credited on amounts under (1) through
(3) above. Such amounts shall be governed at all times by the terms of Appendix
A.

(r)

A Participant is deemed to have engaged in Gross Misconduct
if the Committee determines that the Participant has engaged in conduct
detrimental to the best interests of Wal-Mart or any Employer. Examples of
conduct detrimental to the best interests of Wal-Mart or any Employer include,
without limitation, disclosure of confidential information in violation of
Wal-Mart153s Statement of Ethics, theft, the commission of a felony or a crime
involving moral turpitude, gross misconduct or similar serious offenses.

(s)

mean the amounts credited to a Participant153s Account in accordance with
Section 4.2.

(t)

means the Wal-Mart Stores, Inc. Management Incentive Plan, as amended from
time to time.

(u)

means any Eligible Officer who defers Compensation or bonuses under the Plan,
as well as any Eligible Officer who receives or has received a grant of
Performance Shares, PERS or Restricted Stock under the Wal-Mart Stores, Inc.
Stock Incentive Plan of 2005 and elects, pursuant to the terms of the SIP
Deferral Procedures (to the extent permitted by such Procedures), to have such
award deferred to this Plan.

(v)

means performance shares awarded under the Wal-Mart Stores, Inc. Stock
Incentive Plan of 2005 (also commonly referred to as performance share units or
“PSUs,” performance share plan or “PSPs,” or stock value equivalent awards).

(w)

means performance-based restricted stock awarded under the Wal-Mart Stores,
Inc. Stock Incentive Plan of 2005.

(x)

means the Wal-Mart Stores, Inc. Officer Deferred Compensation Plan, as set
forth herein, and as may hereafter be amended from time to time (subject to
Section 1.2(b)).

(y)

means: (1) for periods before April 1, 2009 (except as otherwise provided in
prior Plan documents), the twelve (12)-month period commencing on April 1 and
ending on March 31; (2) the period from April 1, 2009 through January 31, 2010;
and (3) from and after February 1, 2010, the twelve (12)-month period commencing
on February 1 and ending on January 31.

(z)

means those deferred compensation agreements entered into by certain Eligible
Officers with Wal-Mart prior to February 1, 1995 and containing terms similar to
those contained in this Plan. Effective February 1, 1996, the Prior Agreements
were amended and restated in the form of this Plan.

(aa)

means a trade or business, 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 Wal-Mart is a member.

(bb)

means restricted stock awarded under the Wal-Mart Stores, Inc. Stock
Incentive Plan of 2005.

(cc)

means a retention bonus paid on or after January 1, 2009 under a retention
program or individual agreement specifically designated by the Committee, or an
officer of the Company in accordance with guidelines established by the
Committee, as eligible for deferral under the Plan, and which requires as a
condition of receipt that the recipient 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 such bonus.

(dd)

, effective with respect to Separations from Service on or after January 1,
2008, means a Participant153s Separation from Service on or after either: (1) the
Participant has been continuously employed with Wal-Mart or any Employer for
twenty (20) or more years; or (2) the Participant has attained age fifty
(50) and completed at least five (5) years of participation in the Plan. With
respect to Separations from Service before January 1, 2008, a Participant153s
eligibility for an installment payout is governed by the corresponding terms of
Appendix A (other than with respect to the timing of payout elections).

(ee)

means the bookkeeping accounts maintained on behalf of a Participant to
reflect Deferred Equity, Deferred Compensation, Deferred Bonus, Deferred Special
Bonus, Deferred Retention Bonus and Incentive Payment amounts allocated to such
Accounts pursuant to the Participant153s elections hereunder, and earnings
thereon. Each Participant may have up to two (2) Retirement Accounts at any
time. All Scheduled In-Service Accounts will be distributed in a lump sum.

(ff)

means one or more bookkeeping accounts maintained on behalf of a Participant
to reflect Deferred Compensation, Deferred Bonus, Deferred Special Bonus and
Deferred Retention Bonus amounts credited to such Accounts pursuant to the
Participant153s elections hereunder, and earnings thereon.

(gg)

means, with respect to each Scheduled In-Service Account, the first day of a
calendar month selected by the Participant in accordance with Article III. In no
event shall such date be earlier than the first day of the second Plan Year
beginning after the Plan Year for which deferrals are first made to such
Account. Once selected, the date with respect to any Scheduled In-Service
Account is irrevocable.

(hh)

Separation from Service means the Participant
has a termination of employment with the Employer (other than on account of
death). Whether a termination of employment has occurred shall be determined
based on whether the facts and circumstances indicate the Participant and
Employer reasonably anticipate that no further services will be performed by the
Participant for the Employer; 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 Employer after a certain date permanently decreases to no more than
twenty percent (20%) of the average level of bona fide services performed for
the Employer (whether as an employee or independent contractor) over the
immediately preceding 36-month period (or the full period of services to the
Employer if the Participant has been providing services to the Employer 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 Employer under an applicable statute or by contract.

(ii)

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

(jj)

means the Deferral Procedures under the Wal-Mart Stores, Inc. Stock Incentive
Plan of 2005 (or any predecessor procedures thereof).

(kk)

means any bonus payable to a Participant pursuant to the terms of the
Participant153s initial offer letter of employment which is dated on or after
January 1, 2008. To constitute a Special Bonus hereunder, the offer letter must
specifically refer to the deferability of the bonus by explicit reference to
this Plan and the offer letter and deferral election must be accepted and
elected in writing by the Eligible Officer before his or her commencement of
employment.

(ll)

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.

(mm)

means the last day of each Plan Year or, from and after April 1, 2008, each
day of the Plan Year.

(nn)

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

(a)

For each Plan Year, each Eligible Officer may elect to defer all or a portion
of what would otherwise be the Eligible Officer153s Compensation to be paid for
such Plan Year by Wal-Mart or a Related Affiliate designated by the Committee as
a participating employer. Amounts deferred will be deferred pro ratably for each
payroll period of the Plan Year. All deferral elections made under this
Section 3.1 must be filed with the Global Benefits Department on forms (which
may be electronic) approved by the Global Benefits Department.

(b)

Compensation deferral elections must be filed:

(1)

no later than the December 31 preceding the Plan Year for which the deferral
election is to be effective; or

(2)

with respect to an Eligible Officer who first becomes a Participant during
the Plan Year, within thirty (30) days of the first date he or she becomes
eligible to participate in this Plan, the SIP Deferral Procedures, or any other
plan required by Code Section 409A to be aggregated with this Plan. For purposes
of this rule, an Eligible Officer will not be treated as a participant in any
such plan if:

(A)

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

(B)

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

(c)

Effective with respect to Compensation deferrals for Plan Years
beginning on or after April 1, 2009, the Eligible Officer shall also make an
election each Plan

Year within the time prescribed above to allocate his or her Compensation
deferrals for such Plan Year to one or both of his or her Retirement Accounts.
If such allocation will be the first allocation to a Retirement Account, the
Eligible Officer shall also elect the form of distribution with respect to such
Account. Effective with respect to Compensation deferrals for Plan Years
beginning on or after February 1, 2010, the Eligible Officer may also elect to
allocate his or her Compensation deferrals for the Plan Year to one or more
Scheduled In-Service Accounts, in addition to his or her Retirement Accounts. If
an Eligible Officer allocates deferrals to a new Scheduled In-Service Account,
he or she must also designate the Scheduled Pay Date with respect to such
Account.

(a)

Each Eligible Officer may elect to defer all or a portion of the Eligible
Officer153s bonus (if any) for a performance period under the MIP. All bonus
deferral elections made under this Section 3.2 must be filed with the Global
Benefits Department on forms (which may be electronic) approved by the Global
Benefits Department.

(b)

Bonus deferral elections must be filed:

(1)

for performance periods under the MIP beginning before January 1, 2009,
within the time period provided under applicable prior Plan documents;

(2)

for performance periods under the MIP beginning on or after January 1, 2009,
the bonus deferral election must be filed:

(A)

no later than the December 31 preceding the performance period for which the
deferral election is to be effective; or

(B)

with respect to an Eligible Officer who first becomes a Participant during
the Plan Year, within thirty (30) days of the first date he or she becomes
eligible to participate in this Plan, the SIP Deferral Procedures, or any other
plan required by Code Section 409A to be aggregated with this Plan. For purposes
of this rule, an Eligible Officer will not be treated as a participant in any
such plan if:

(i)

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

(ii)

he or she was paid all amounts previously due under the Plan
(and the SIP Deferral Procedures and any other plan required by Code
Section 409A to be aggregated with this Plan) and, on and before the date of the
last such payment, was not eligible to continue to participate in the Plan (and

the SIP Deferral Procedures and any other plan required by Code Section 409A
to be aggregated with this Plan) for periods after such payment.

(c)

Effective with respect to performance periods under the MIP beginning on or
after January 1, 2009, the Eligible Officer shall also make an election within
the time prescribed above to allocate his or her bonus deferrals to one or both
of his or her Retirement Accounts. If such allocation will be the first
allocation to a Retirement Account, the Eligible Officer shall also elect the
form of distribution with respect to such Account. Effective with respect to
performance periods beginning on or after January 1, 2010, the Eligible Officer
may also elect to allocate his or her bonus deferrals to one or more Scheduled
In-Service Accounts, in addition to his or her Retirement Accounts. If an
Eligible Officer allocates deferrals to a new Scheduled In-Service Account, he
or she must also designate the Scheduled Pay Date with respect to such Account.

(a)

An Eligible Officer may elect to defer all or a portion of any Special
Bonuses to be paid by Wal-Mart or a Related Affiliate designated by the
Committee as a participating employer. All deferral elections made under this
Section 3.3 must be filed with the Global Benefits Department on forms (which
may be electronic) approved by the Global Benefits Department. 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 the Global
Benefits Department.

(b)

Special Bonus deferral elections must be filed:

(1)

no later than the Eligible Officer153s commencement of employment as an
Eligible Officer with Wal-Mart or a Related Affiliate designated by the
Committee as a participating employer; or

(2)

if the Eligible Officer is or ever was a participant in this Plan, the SIP
Deferral Procedures, or any other plan required by Code Section 409A to be
aggregated with this Plan, Section 3.3(b)(1) shall not apply and the Eligible
Officer may not make a deferral election with respect to Special Bonuses,
unless:

(A)

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

(B)

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

(c)

Effective with respect to Special Bonus deferral elections made on or after
January 1, 2009, the Eligible Officer shall also make an election within the
time prescribed above to allocate his or her Special Bonus deferrals to one or
both of his or her Retirement Accounts. If such allocation will be the first
allocation to a Retirement Account, the Eligible Officer shall also elect the
form of distribution with respect to such Account. Effective with respect to
Special Bonus deferral elections made on or after February 1, 2010, the Eligible
Officer may also elect to allocate his or her Special Bonus deferrals to one or
more Scheduled In-Service Accounts, in addition to his or her Retirement
Accounts. If an Eligible Officer allocates deferrals to a new Scheduled
In-Service Account, he or she must also designate the Scheduled Pay Date with
respect to such Account.

(a)

An Eligible Officer may elect to defer all or a portion of any Retention
Bonuses to be paid by Wal-Mart or a Related Affiliate designated by the
Committee as a participating employer. All deferral elections made under this
Section 3.4 must be filed with the Global Benefits Department on forms (which
may be electronic) approved by the Global Benefits Department. For purposes of
this Section 3.4, the date of an Eligible Officer153s election is the date the
executed election form (which may be electronic) is received by the Global
Benefits Department.

(b)

Retention Bonus deferral elections must be filed within thirty (30) after the
Eligible Officer obtains the legally binding right to the Retention Bonus.

(c)

Effective with respect to Retention Bonus deferral elections made on or after
January 1, 2009, the Eligible Officer shall also make an election within the
time prescribed above to allocate his or her Retention Bonus deferrals to one or
both of his or her Retirement Accounts. If such allocation will be the first
allocation to a Retirement Account, the Eligible Officer shall also elect the
form of distribution with respect to such Account. Effective with respect to
Retention Bonus deferral elections made on or after January 1, 2010, the
Eligible Officer may also elect to allocate his or her Retention Bonus deferrals
to one or more Scheduled In-Service Accounts, in addition to his or her
Retirement Accounts. If an Eligible Officer allocates deferrals to a new
Scheduled In-Service Account, he or she must also designate the Scheduled Pay
Date with respect to such Account.

(a)

Except as otherwise provided herein, once made for a Plan Year, a deferral
election under Sections 3.1(b)(1), 3.1(c), 3.2(b)(1), 3.2(c), 3.3(b)(1), 3.3(c),
3.4(b) and 3.4(c) may not be revoked, changed or modified after the applicable
filing deadline specified in such sections, and a deferral election under
Sections 3.1(b)(2) and Section 3.2(b)(2) may not be revoked, changed or modified
after the date of the election as provided in Sections 3.1(b)(2) and 3.2(b)(2).
An election for one Plan Year will not automatically be given effect for a
subsequent Plan Year, so that if deferral is desired for a subsequent Plan Year,
a separate election must be made by the Eligible Officer for such Plan Year or
performance period. Notwithstanding the preceding, if an Eligible Officer makes
a deferral election for a Plan Year but fails to make an election as to the
allocation of deferrals for such Plan Year among his or her Accounts, such
deferrals shall be allocated based on source in the same manner as they were
allocated for such source for the last Plan Year for which the Participant made
an allocation election or, if none, equally to his or her then effective
Retirement Accounts.

(b)

In the event an Eligible Officer has a Separation from Service
for any reason, then: (1) 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 Wal-Mart or any Employer thereafter; (2) his or her deferral election under
Section 3.2 will remain in effect with respect to the bonus (if any) paid to him
or her under the MIP for the performance period in which such Separation from
Service occurs; (3) his or her deferral election under Section 3.3 will remain
in effect with respect to any Special Bonus (if any) paid to him or her to which
such election relates; and (4) his or her deferral election under Section 3.4
will remain in effect with respect to any Retention Bonus (if any) paid to him
or her to which such election relates.

(c)

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 or
performance period, as applicable, his or her deferral elections under Sections
3.1, 3.2, 3.3 and 3.4 shall be automatically reinstated and shall remain in
effect for the remainder of such Plan Year or performance period, as applicable.

(d)

In the event an Eligible Officer ceases to be an Eligible Officer (other than
on account of a Separation from Service):

(1)

during any Plan Year, then his or her deferral election 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;

(2)

then his or her deferral election under Section 3.2 will terminate for any
performance period beginning in the calendar year following the year of the loss
of Eligible Officer status;

(3)

then his or her deferral election under Section 3.3 shall continue in effect
with respect to any Special Bonuses (if any) paid after such loss of Eligible
Officer status; and

(4)

then his or her deferral election under Section 3.4 shall continue in effect
with respect to any Retention Bonuses (if any) paid after such loss of Eligible
Officer status.

(e)

Notwithstanding anything herein to the contrary, in the event an
Eligible Officer goes on an unpaid leave of absence, his or her deferral
election 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 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 deferral election under Section 3.1 shall remain in effect with
respect to any Compensation paid while on a leave of Absence. An Eligible
Officer153s deferral elections under Sections 3.2, 3.3 and 3.4 shall not be
affected by his or her leave of absence.

(a)

In the event a Participant receives a distribution from the Wal-Mart Stores,
Inc. Profit Sharing and 401(k) Plan (or any other plan or successor plan
sponsored by Wal-Mart 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, 3.3 and 3.4, if
any, pursuant to which deferrals would otherwise be made during the six
(6)-month period following the date of the distribution 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 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, 3.3
and 3.4 for such Plan Year or performance period, as applicable, if any, as
determined by the Committee, shall be cancelled as soon as administratively
practicable following such determination by the Committee.

(a)

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

(b)

Deferred Bonuses, Deferred Special Bonuses and Deferred Retention Bonuses
will be credited to the Participant153s Account as of the date the bonus would
have otherwise been paid in cash;

(c)

Deferred Equity will be credited to the Participant153s Account as of the date
the restrictions on such awards lapse or, in the case of Performance Shares, as
of the date payment of such award is processed;

(d)

Employer Contribution Credits will be credited to the Participant153s Account
as of the date specified by the Committee; and

(e)

Incentive Payments will be credited to the Participant153s Account as of the
last day of the Plan Year specified in Section 4.2 (or as otherwise provided in
Sections 4.2(e) and (f)).

(a)

The Incentive Payments provided in this Section apply to a
Participant153s recognized Deferred Compensation and Deferred Bonuses for a Plan
Year (other than Deferred Compensation and Deferred Bonuses allocated to the
Participant153s Scheduled In-Service Accounts) and credited Plan earnings

thereon, whether credited to the Participant153s Account or Grandfathered
Account. For this purpose, Deferred Bonuses shall be treated as being “for a
Plan Year” for the Plan Year to which the Deferred Bonus pertains. Incentive
Payments are separately awarded based upon a Participant153s recognized Deferred
Compensation and Deferred Bonuses for a given Plan Year and credited Plan
earnings thereon.

(b)

The amount of an Incentive Payment is based on the Participant153s recognized
Deferred Compensation and Deferred Bonuses for a Plan Year (other than Deferred
Compensation and Deferred Bonuses allocated to the Participant153s Scheduled
In-Service Accounts), plus credited Plan earnings on such sums through and
including the Incentive Payment award date. The amount by which a Participant153s
Deferred Compensation and Deferred Bonuses for a Plan Year (other than Deferred
Compensation and Deferred Bonuses allocated to the Participant153s Scheduled
In-Service Accounts) exceed twenty percent (20%) of the Participant153s base
compensation will not be recognized in computing an Incentive Payment. Base
compensation for this purpose means the Participant153s annual base rate of
compensation for the last full payroll period in such Plan Year. Credited Plan
earnings on such nonrecognized Deferred Compensation or Deferred Bonuses are
likewise not taken into account in determining the amount of an Incentive
Payment. Further, in no event shall Deferred Special Bonuses, Deferred Retention
Bonuses, Deferred Equity or any Employer Contribution Credits be taken into
account in determining the amount of an Incentive Payment.

(c)

If a Participant remains continuously employed with Wal-Mart or
any Employer for a period of ten (10) consecutive full Plan Years, beginning
with the first day of the first Plan Year in which the Participant had a
Deferred Compensation or Deferred Bonus election in effect under this Plan or a
Prior Agreement, and ending with the last day of the tenth
(10^th) Plan Year of such period, an Incentive Payment will be
credited to the Participant153s Account as of the last day of such tenth
(10^th) Plan Year. The Incentive Payment will be equal to twenty
percent (20%) of the Participant153s recognized Deferred Compensation and Deferred
Bonuses for ten (10), but not less than five (5), Plan Years (i.e., the first
six (6) Plan Years of such ten (10)-year period), plus credited Plan earnings
thereon through the award date. For each full Plan Year thereafter in which the
Participant remains continuously employed with Wal-Mart or any Employer, an
Incentive Payment will be credited to the Participant153s Account as of the last
day of such Plan Year. Such Incentive Payment will be equal to twenty percent
(20%) of the Participant153s recognized Deferred Compensation and Deferred Bonuses
for the first Plan Year of the five (5)-consecutive Plan Year period ending on
the award date, plus credited Plan earnings thereon through the award date.

(d)

If a Participant remains continuously employed with Wal-Mart or
any Employer for a period of fifteen (15) consecutive full Plan Years, beginning
with the first day of the first Plan Year in which the Participant had a
Deferred Compensation

or Deferred Bonus election in effect under this Plan or a Prior Agreement,
and ending with the last day of the fifteenth (15^th) Plan Year of
such period, an Incentive Payment will be credited to the Participant153s Account
as of the last day of such fifteenth (15^th) Plan Year. The Incentive
Payment will be equal to ten percent (10%) of the Participant153s recognized
Deferred Compensation and Deferred Bonuses for fifteen (15), but not less than
ten (10), Plan Years (i.e., the first six (6) Plan Years of such fifteen
(15)-year period), plus credited Plan earnings thereon through the award date.
For each full Plan Year thereafter in which the Participant remains continuously
employed with Wal-Mart or any Employer, an Incentive Payment will be credited to
the Participant153s Account as of the last day of such Plan Year. Such Incentive
Payment will be equal to ten percent (10%) of the Participant153s recognized
Deferred Compensation and Deferred Bonuses for the first Plan Year of the ten
(10)-consecutive Plan Year period ending on the award date, plus credited Plan
earnings thereon through the award date. The Incentive Payments provided in this
Section 4.2(d) shall not take into account Incentive Payments credited under
Section 4.2(c) or credited Plan earnings thereon.

(e)

The Incentive Payments provided in this Section 4.2(e) only
apply if a Participant has been a Participant under the Plan (or a Prior
Agreement) for five (5) or more full Plan Years and if the Participant dies,
becomes Disabled, or has a Separation from Service on or after he or she has
been continuously employed with Wal-Mart or an Employer for twenty (20) or more
years or after attaining age fifty-five (55) before satisfaction of the ten
(10)-year or fifteen (15)-year periods described in Sections 4.2(c) and
(d) above, after taking into account the application of Section 4.2(f). In that
event, only the Incentive Payment next to be credited (i.e., twenty percent
(20%) or ten percent (10%)) will be credited to the Participant153s Account as
provided in this Section 4.2(e). In the event the Participant had not yet been
awarded or credited with a twenty percent (20%) Incentive Payment under
Section 4.2(c), the Incentive Payment provided by this Section 4.2(e) will be
based upon the ratio of: (1) the number of full Plan Years worked since and
including the first Plan Year in which the Participant had a Deferred
Compensation or Deferred Bonus election in effect under this Plan or a Prior
Agreement, to (2) ten (10), multiplied by twenty percent (20%). Such Incentive
Payment will be based upon recognized amounts for the Plan Years which would
otherwise have been considered in calculating the Participant153s first Incentive
Payment under Section 4.2(c). If the Participant has been awarded a twenty
percent (20%) Incentive Payment provided in Section 4.2(c), the Incentive
Payment provided by this Section 4.2(e) will be based upon the ratio of: (1) the
number of full Plan Years worked since the award date of the initial twenty
percent (20%) Incentive Payment, to (2) five (5), multiplied by ten percent
(10%). Such Incentive Payment will be based upon recognized amounts for the Plan
Years which would otherwise have been considered in calculating the
Participant153s first Incentive Payment under Section 4.2(d). The Incentive
Payment provided under this Section 4.2(e) will be determined and credited to
the Participant153s Account as of the date the Participant153s Plan benefits are
distributed in a lump sum payment. If, however, a Participant153s

benefits are to be distributed in installments, the amounts provided under
this Section 4.2(e) will be determined and credited to the Participant153s Account
as of the distribution date of the initial installment.

(f)

This Section 4.2(f) shall not apply with respect to Plan Years beginning
after March 31, 2009. With respect to Plan Years beginning before March 31,
2009, the Incentive Payments provided in this Section 4.2(f) apply only with
respect to those Participants who: (1) incur a Separation from Service on or
after the last day of a Fiscal Year, but before the immediately following last
day of a Plan Year (e.g., on or after January 31, but before the next March 31);
and (2) who, but for such Separation from Service before the last day of a Plan
Year, would have been credited with an Incentive Payment under Section 4.2(c)
and/or 4.2(d). In that event, the Incentive Payments which would have been
credited to the Participant153s Account but for such early Separation from Service
will be credited to the Participant153s Account as if the Participant had remained
employed with Wal-Mart or any Employer through the last day of the Plan Year,
with no reduction due to the early Separation from Service. The Incentive
Payments provided under this Section 4.2(f) will be determined and credited to
the Participant153s Account as of the last day of the Plan Year in which the
Participant153s Separation from Service occurs.

(a)

. 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)

. 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)

. In the event of a Participant153s Separation from Service other than on
account of Retirement or death, the Participant153s Account will be distributed in
a lump sum under Section 5.2(c).

(b)

Retirement Benefits. If the Participant153s
Separation from Service is on account of Retirement, the Participant153s Scheduled
In-Service Accounts will be

distributed in a lump sum under Section 5.2(c) and the Participant153s Company
Account and Retirement Accounts will be distributed in one of the forms provided
in Section 5.2(c) or 5.2(d) below in accordance with the Participant153s
distribution election given effect under the provisions of Section 5.4 with
respect to each such Account.

(c)

.

(1)

Any lump sum to be paid under this Section 5.2(c) 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, Company
Account or Retirement Accounts, as applicable, as of the last day of the month
preceding the date of the distribution.

(d)

.

(1)

If the Participant153s Company Account or Retirement Account, as applicable, 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 Company Account or Retirement Account, as applicable, determined
in accordance with Section 5.2(c)(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)

. 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)

.

(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)

.

(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)

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. Any such
designation will apply to both the Participant153s Account and his or her
Grandfathered Account, if any; a Participant may not designate different
beneficiaries for his or her Account and Grandfathered Account. 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. For this purpose, a

Participant153s most recent beneficiary designation properly filed under a
Prior Agreement shall continue to be given effect until otherwise modified in
accordance with the provisions of this Section. 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)

. 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)

If a Participant153s Separation from Service is on account of the Participant153s
Retirement or is due to death, distribution of his or her Company Account and
Retirement Accounts 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)

.

(1)

The Account balance of a Participant as of December 31, 2008 shall, as of
such date, be allocated to his or her Retirement Accounts in a manner determined
by the Global Benefits Department to be consistent with his or her last
affirmative form of payment election filed with the Global Benefits Department
on or before December 31, 2008; provided, however, that in no event may any such
election made in 2008 defer any amount otherwise payable during 2008 to 2009 or
any later year or accelerate any amount otherwise payable during 2009 or any
later year into 2008. (Notwithstanding the preceding, in the event a
Participant153s affirmative form of payment outstanding on December 31, 2008 is an
“account balance-driven” election, the Participant153s Account shall be allocated
as of such date in accordance with his or her election, as though distribution
would occur on December 31, 2008.) Deferrals (including Employer Contribution
Credits and Incentive Payments) credited to the Participant153s Account after
December 31, 2008 and through March 31, 2009 shall also be allocated to the
Participant153s Retirement Accounts in accordance with such election. Any form of
payment election filed during 2008 shall be deemed to have been made under
applicable Internal Revenue Service transition relief (and thus shall not be
subject to Sections 5.4(d)(1), (d)(2) and (d)(3)), unless the Participant
specifically waives such transition relief. Any distribution election made after
December 31, 2008 shall be subject to Section 5.4(d).

(2)

With respect to any individual who is a Participant as of December 31, 2008,
Incentive Payments credited after March 31, 2009, if any, will be allocated to
his or her Retirement Accounts in accordance with his or her last affirmative
form of payment election filed with the Global Benefits Department on or before
December 31, 2008, which election may be separate from the election provided in
Section 5.4(b)(1) above. Such election shall be irrevocable as of December 31,
2008.

(c)

. A Participant153s Company Account shall be paid in the form of a lump sum,
unless the Participant makes a subsequent distribution election in accordance
with Section 5.4(d).

(d)

Subsequent Elections. A Participant may change
his or her distribution election (or deemed distribution election) with respect
to his or her Company Account or 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 the Global Benefits Department and filed with the Global Benefits
Department; provided, however, that such subsequent election shall be subject to
the following restrictions:

(1)

A subsequent election made after December 31, 2008 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 made after
December 31, 2008 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 made after December 31, 2008 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 Company Account or 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(d) and Code Section 409A, the entitlement to
annual installment payments is treated as the entitlement to a single payment;

(6)

A Participant may make only one subsequent election after December 31, 2008
with respect to each of his or her Company Account and Retirement Accounts, and
with respect to his or her Account in the event of death; provided, however,
that any Participant who makes a form of payment election during 2008 and who
elects to waive transition relief as provided in Section 5.4(b)(1) shall not be
permitted to make a subsequent election after December 31, 2008 with respect to
his or her Retirement Accounts.

(e)

. A Participant153s distribution elections under Section 5.2(b) or 5.3(a) must
be filed with the Global Benefits Department on forms (which may be electronic)
prescribed by the Global Benefits Department.

(a)

In the event of an Unforeseeable Emergency, the Committee, 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 (other than
Employer Contribution Credits and Incentive Payments). 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 (including earnings thereon), then from his or her Retirement Accounts
(including earnings thereon) in the following order: Deferred Equity, Deferred
Special Bonuses and Deferred Retention Bonuses, then pro rata from Deferred
Compensation and Deferred Bonus. A Participant153s Incentive Payments under
Section 4.2 shall be ratably adjusted consistent with the above.

(b)

Notwithstanding anything in the Plan to the contrary, if Wal-Mart 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 Wal-Mart, 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.

Attest:

COMPENSATION, NOMINATING AND

GOVERNANCE COMMITTEE OF THE

WAL-MART STORES, INC. BOARD OF

DIRECTORS

By:

Assistant Secretary

(a)

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

(b)

means, effective October 1, 2003, the Compensation, Nominating and Governance
Committee of the Board of Directors of Wal-Mart Stores, Inc.

(c)

means the amount deferred from bonuses payable to a Participant under the
Wal-Mart Stores, Inc. Management Incentive Plan for Officers.

(d)

means: (1) the compensation deferred by a Participant under Section 3.1
below; and (2) amounts deferred by a Participant under a Prior Agreement(s).

(e)

means a Total and Permanent Disability as from time to time defined in the
Wal-Mart Stores, Inc. Profit Sharing Plan (or any successor plan thereto). A
Participant must establish to the satisfaction of the Committee that a
Disability exists. A Participant shall be treated as having a Disability only if
such illness or injury results in the Participant153s Termination of Employment.

meaning of Section 223 of the Social Security Act and (b) exists as of the
Participant153s termination of employment. For this purpose, a Participant who is
covered by the Social Security Act must obtain a determination by the Social
Security Administration that the Participant is “disabled” in order to have a
Disability under this Plan. A Participant who is not covered by the Social
Security Act will be deemed to have a Disability if the Participant provides a
written certification by a licensed doctor (medicine or osteopathy) who is not a
member of the Participant153s family that the Participant is “disabled” within the
meaning of Section 223 of the Social Security Act. Such definition shall not be
modified on or after October 3, 2004.]

(f)

means a Participant153s Termination of Employment on or after the date the
Participant has been continuously employed with Wal-Mart or a Related Affiliate
twenty (20) or more years.

(g)

means an individual who is a corporate officer of Wal-Mart or a Related
Affiliate designated by Wal-Mart as a participating employer, and who holds the
title of Vice President or above, Treasurer, Controller, or an officer title of
similar rank as determined by the Committee. In addition, Eligible Officer shall
include a divisional officer of Wal-Mart or a Related Affiliate designated by
Wal-Mart as a participating employer, and who holds the title of Vice President
or above or an officer title of similar rank as determined by the Committee.
Notwithstanding the preceding sentences, the term “Eligible Officer” shall not
include an individual who entered into a Prior Agreement with Wal-Mart unless
such individual consents to participation in the Plan on the terms and
conditions herein set forth.

(h)

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

(i)

means the bookkeeping account established by the Committee to reflect a
Participant153s Deferred Compensation, Deferred Bonuses, Incentive Payments, and
credited earnings thereon, which are deferred and vested on or before
December 31, 2004. Such amount shall be governed at all times by the terms of
this Appendix A.

(j)

A Participant is deemed to have engaged in Gross Misconduct
if the Committee determines that the Participant has engaged in conduct
inimical to the best interests of Wal-Mart or any Related Affiliate. Examples of
conduct inimical to the best interests of Wal-Mart or its Related Affiliates
include, without limitation, disclosure of confidential information in violation
of Wal-Mart153s Statement of Ethics, theft, the commission of a felony or a crime
of moral turpitude, gross misconduct or similar serious offenses.

(k)

means the amounts credited to a Participant153s Grandfathered Account: (1) in
accordance with Section 4.2 below; and (2) a Participant153s Prior Agreement(s).

(l)

means any Eligible Officer who defers compensation or bonuses under the Plan.
An individual remains a Participant in the Plan until the Participant153s Plan
benefits have been fully distributed.

(m)

means: (1) for periods before February 1, 1997, the twelve (12)-month period
commencing on February 1 and ending on January 31; (2) the period from
February 1, 1997 through March 31, 1997; and (3) from and after April 1, 1997,
the twelve (12)-month period commencing on April 1 and ending on March 31.
Notwithstanding the above, for purposes of the Incentive Payments under
Section 4.2, the February 1, 1996 – January 31, 1997 Plan Year and the short
February 1, 1997 – March 31, 1997 Plan Year shall be treated as one Plan Year
running from February 1, 1996 – March 31, 1997.

(n)

means a business or entity that is, directly or indirectly, fifty-one percent
(51%) or more owned by Wal-Mart.

(o)

means a Participant153s Termination of Employment on or after the Participant153s
attainment of age fifty-five (55).

(p)

means a Participant ceasing to be actively employed by Wal-Mart and its
Related Affiliates. Termination of Employment does not include the transfer of a
Participant from the employ of Wal-Mart to a Related Affiliate or vice
versa, a transfer between Wal-Mart153s Related Affiliates, or periods while
a Participant is on an approved leave of absence.

(q)

means a severe financial hardship to the Participant resulting from a sudden
and unexpected illness or accident of the Participant or a Participant153s
dependent (as defined in Code Section 152(a)), 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. An Unforeseeable Emergency does not exist to the extent such
hardship is or may be relieved:

(1)

through reimbursement or compensation by insurance or otherwise;

(2)

by liquidation of the Participant153s assets, to the extent the liquidation of
such assets would itself not cause severe financial hardship; or

(3)

by cessation of deferrals under this Plan.

(r)

means the last day of each Plan Year.

(a)

The Incentive Payments provided in this Section apply to a
Participant153s recognized Deferred Compensation and Deferred Bonuses for a Plan
Year and credited Plan earnings thereon. For this purpose, Deferred Bonuses
shall be

treated as being “for a Plan Year” for the Plan Year in which Deferred
Bonuses are allocated to a Participant153s Grandfathered Account under
Section 3.3. Incentive Payments are separately awarded based upon a
Participant153s recognized Deferred Compensation and Deferred Bonuses for a given
Plan Year and credited Plan earnings thereon. Solely for purposes of this
Section 4.2, the February 1, 1996 – January 31, 1997 Plan Year and the short
February 1, 1997 – March 31, 1997 Plan Year shall be treated as one Plan Year
running from February 1, 1996 – March 31, 1997.

(b)

The amount of an Incentive Payment is based on the Participant153s recognized
Deferred Compensation and Deferred Bonuses for a Plan Year, plus credited Plan
earnings on such sums through and including the Incentive Payment award date.
The amount by which a Participant153s Deferred Compensation and Deferred Bonuses
for a Plan Year exceeds twenty percent (20%) of the Participant153s base
compensation will not be recognized in computing an Incentive Payment. Base
compensation for this purpose means the Participant153s annual base rate of
compensation for such Plan Year (proportionately increased for the special Plan
Year of February 1, 1996 – March 31, 1997). Credited Plan earnings on such
nonrecognized Deferred Compensation or Deferred Bonuses are likewise not taken
into account in determining the amount of an Incentive Payment.

(c)

If a Participant remains continuously employed with Wal-Mart or its Related
Affiliates for a period of ten (10) consecutive full Plan Years, beginning with
the first day of the first Plan Year in which the Participant had a Deferred
Compensation or Deferred Bonus election in effect under this Plan or a Prior
Agreement, and ending with the last day of the tenth (10th) Plan Year of such
period, an Incentive Payment will be credited to the Participant153s Grandfathered
Account as of the last day of such tenth 10th Plan Year. The Incentive Payment
will be equal to twenty percent (20%) of the Participant153s recognized Deferred
Compensation and Deferred Bonuses for ten (10), but not less than five (5), Plan
Years (i.e., the first six (6) Plan Years of such ten (10)-year period), plus
credited Plan earnings thereon through the award date. For each full Plan Year
thereafter in which the Participant remains continuously employed with Wal-Mart
or its Related Affiliates, an Incentive Payment will be credited to the
Participant153s Grandfathered Account as of the last day of such Plan Year. Such
Incentive Payment will be equal to twenty percent (20%) of the Participant153s
recognized Deferred Compensation and Deferred Bonuses for the first Plan Year of
the five (5)-consecutive Plan Year period ending on the award date, plus
credited Plan earnings thereon through the award date.

(d)

If a Participant remains continuously employed with Wal-Mart or
its Related Affiliates for a period of fifteen (15) consecutive full Plan Years,
beginning with the first day of the first Plan Year in which the Participant had
a Deferred Compensation or Deferred Bonuses election in effect under this Plan
or a Prior Agreement, and ending with the last day of the fifteenth (15th) Plan
Year of such period, an Incentive Payment will be credited to the Participant153s
Grandfathered

Account as of the last day of such fifteenth (15th) Plan Year. The Incentive
Payment will be equal to ten percent (10%) of the Participant153s recognized
Deferred Compensation and Deferred Bonuses for fifteen (15), but not less than
ten (10), Plan Years (i.e., the first six (6) Plan Years of such fifteen
(15)-year period), plus credited Plan earnings thereon through the award date.
For each full Plan Year thereafter in which the Participant remains continuously
employed with Wal-Mart or its Related Affiliates, an Incentive Payment will be
credited to the Participant153s Grandfathered Account as of the last day of such
Plan Year. Such Incentive Payment will be equal to ten percent (10%) of the
Participant153s recognized Deferred Compensation and Deferred Bonuses for the
first Plan Year of a ten (10)-consecutive Plan Year period ending on the award
date, plus credited Plan earnings thereon through the award date. The Incentive
Payments provided in this Section 4.2(d) shall not take into account Incentive
Payments credited under Section 4.2(c) or credited Plan earnings thereon.

(e)

The Incentive Payments provided in this Section 4.2(e) only
apply if a Participant has been a Participant under the Plan (or a Prior
Agreement) for five (5) or more full Plan Years and if the Participant incurs a
Retirement, Early Retirement, death or Disability before satisfaction of the ten
(10)- or fifteen (15)-year periods described in Sections 4.2 (c) and (d) above,
after taking into account the application of Section 4.2(f). In that event, only
the Incentive Payment next to be credited (i.e., twenty percent (20%) or ten
percent (10%)) will be credited to the Participant153s Grandfathered Account as
provided in this Section 4.2(e). In the event the Participant had not yet been
awarded or credited with a twenty percent (20 %) Incentive Payment under
Section 4.2(c), the Incentive Payment provided by this Section 4.2(e) will be
based upon the ratio of (1) the number of full Plan Years worked since and
including the first Plan Year in which the Participant had a Deferred
Compensation or Deferred Bonus election in effect under this Plan or a Prior
Agreement, to (2) ten (10), multiplied by twenty percent (20%). Such Incentive
Payment will be based upon recognized amounts for the Plan Years which would
otherwise have been considered in calculating the Participant153s first Incentive
Payment under Section 4.2(c). If the Participant has been awarded a twenty
percent (20 %) Incentive Payment provided in Section 4.2 (c), the Incentive
Payment _.provided by this Section 4.2(e) will be based upon the ratio
of (1) the number of full Plan Years worked since the award date of the initial
twenty percent (20%) Incentive Payment, to (2) five (5), multiplied by ten
percent (10%). Such Incentive Payment will be based upon recognized amounts for
the Plan Years which would otherwise have been considered in calculating the
Participant153s first Incentive Payment under Section 4.2(d). The Incentive
Payment provided under this Section 4.2(e) will be determined and credited to
the Participant153s Grandfathered Account as of the date the Participant153s Plan
benefits are distributed in a lump sum payment. If, however, a Participant153s
benefits are to be distributed in installments, the amounts provided under this
Section 4.2(e) will be determined and credited to the Participant153s
Grandfathered Account as of the January 31 on which installments are based.

(f)

The Incentive Payments provided in this Section 4.2(f) apply only with
respect to those Participants who: (1) incur a Termination of Employment on or
after the last day of a Fiscal Year, but before the immediately following last
day of a Plan Year (e.g., on or after January 31, but before the next March 31);
and (2) who, but for such Termination of Employment before the last day of a
Plan Year, would have been credited with an Incentive Payment under
Section 4.2(c) and/or 4.2(d). In that event, the Incentive Payments which would
have been credited to the Participant153s Grandfathered Account but for such early
Termination of Employment will be credited to the Participant153s Grandfathered
Account as if the Participant had remained employed with Wal-Mart or its Related
Affiliates through the last day of the Plan Year, with no reduction due to the
early Termination of Employment. The Incentive Payments provided under this
Section 4.2(f) will be determined and credited to the Participant153s
Grandfathered Account as of the date the Participant153s Plan benefits are
distributed in a lump sum payment. If, however, a Participant153s benefits are to
be distributed in installments, the amounts provided under this Section 4.2(f)
will be determined and credited to the Participant153s Grandfathered Account as of
the January 31 on which installments are based.

(a)

General.

(b)

Termination on Last Business Day of Plan Year.

(c)

Termination on Other Than Last Business Day of Plan Year.

(d)

Death.

(e)

Installment Distributions.

(a)

General.

(b)

Lump Sum Distributions.

(c)

Installment Distributions.

(d)

Death.

(a)

General.

(b)

Lump Sum Distributions.

(c)

Installment Distributions.

(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 Wal-Mart, 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 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.