Stock Incentive Plan – Walmart

WAL*MART STORES

Stock Incentive Plan

Notice of Non Qualified Stock Option Grant

Grant of Option: You have been granted an option to purchase
up to the above-designated number of shares of Common Stock of Wal-Mart Stores,
Inc., (“Shares”) at the designated price per Share, on or before the designated
Expiration Date, subject to the terms of the Wal-Mart Stores, Inc. Stock
Incentive Plan of 2005, as amended from time to time. Capitalized terms used in
the notice have the same meanings as in the Plan.

Vesting. This Option shall cumulatively vest and become
exercisable as follows, except that no Options shall vest after you cease to be
an associate of the company for any reason whatsoever other than on account of
death in which case all Options shall immediately vest. The unexercised portion
of each vested installment may be accumulated from year to year.

Time to Exercise Vested Options: You may exercise all or any
portion of your vested Options only (i) while you are employed by the Company,
or (ii) within 3 months after termination of employment, or (iii) within one
year after death if you die before otherwise terminating employment or within 3
months thereafter. However, in no event shall this Option be exercisable (a)
after the Expiration Date, (b) during any administrative suspension, or (c) if
your employment was terminated for cause.

Payment of Exercise Price: You must pay the Option price in
full in any one or a combination of the following, subject to the approval of
the Committee: (i) through a broker-dealer selected by you to whom you have
submitted an irrevocable exercise notice including an irrevocable instruction to
deliver the Option price promptly to the Company by check or wire transfer; (ii)
by cash, check, or wire transfer; or (iii) in unencumbered Shares which you have
held for at least 6 months.

Tax Withholding: The Company153s required federal, state and
local tax withholding must be satisfied when you exercise an Option by any one
or a combination of the following means: (i) by cash, check, or wire transfer;
(ii) withholding of Shares otherwise deliverable to you as a result of the
exercise of an Option; or (iii) in unencumbered Shares, which have been held for
at least six months. All Shares shall be valued at their Fair Market Value as of
the date the withholding tax obligation arises.

Successors Bound by this Notice: This Notice and the terms
of the Plan bind you and your heirs, personal representatives, successors and
assigns.

Arkansas Law Governs this Notice: This Notice shall be
governed by and interpreted according to Arkansas law.