{"id":40221,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/officer-deferred-compensation-plan-walmart.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"officer-deferred-compensation-plan-walmart","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/officer-deferred-compensation-plan-walmart.html","title":{"rendered":"Officer Deferred Compensation Plan – Walmart"},"content":{"rendered":"

WAL-MART STORES, INC. <\/strong><\/p>\n

OFFICER DEFERRED COMPENSATION PLAN <\/strong><\/p>\n

Amended and Restated Effective January 1, 2009
\n<\/strong><\/p>\n

(except as otherwise provided herein) <\/strong><\/p>\n

\n

TABLE OF CONTENTS <\/u><\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nPAGE<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
ARTICLE I. GENERAL<\/strong><\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

1.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Purpose<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

1.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Effective Dates; Code Section 409A<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

1.3<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Nature of Plan<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
ARTICLE II. DEFINITIONS<\/strong><\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n<\/tr>\n

\n

2.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Definitions<\/p>\n<\/td>\n

<\/td>\n\n

2<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
ARTICLE III. DEFERRED COMPENSATION\/BONUSES
\nAND EMPLOYER CONTRIBUTION CREDITS : ESTABLISHMENT OF ACCOUNTS<\/strong><\/td>\n		<\/td>\n\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

3.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Deferred Compensation<\/p>\n<\/td>\n

<\/td>\n\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

3.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Deferred Bonuses<\/p>\n<\/td>\n

<\/td>\n\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

3.3<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Deferred Special Bonuses<\/p>\n<\/td>\n

<\/td>\n\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

3.4<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Deferred Retention Bonuses<\/p>\n<\/td>\n

<\/td>\n\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

3.5<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Incentive Payments<\/p>\n<\/td>\n

<\/td>\n\n

11<\/p>\n<\/td>\n<\/tr>\n

\n

3.6<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Irrevocability of Deferral Elections<\/p>\n<\/td>\n

<\/td>\n\n

11<\/p>\n<\/td>\n<\/tr>\n

\n

3.7<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Automatic Suspension of Deferral Elections<\/p>\n<\/td>\n

<\/td>\n\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

3.8<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Employer Contribution Credits<\/p>\n<\/td>\n

<\/td>\n\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

3.9<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Crediting of Deferrals and Employer Contribution Credits<\/p>\n<\/td>\n

<\/td>\n\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

3.10<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Nature of Accounts<\/p>\n<\/td>\n

<\/td>\n\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

3.11<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Valuation of Accounts<\/p>\n<\/td>\n

<\/td>\n\n

14<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
ARTICLE IV. ADDITIONS TO ACCOUNTS :
\nCREDITED EARNINGS AND INCENTIVE PAYMENTS<\/strong><\/td>\n		<\/td>\n\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

4.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Credited Earnings<\/p>\n<\/td>\n

<\/td>\n\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

4.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Incentive Payments<\/p>\n<\/td>\n

<\/td>\n\n

14<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
ARTICLE V. PAYMENT OF PLAN
\nBENEFITS<\/strong><\/td>\n		<\/td>\n\n

17<\/p>\n<\/td>\n<\/tr>\n

\n

5.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Scheduled In-Service Benefits<\/p>\n<\/td>\n

<\/td>\n\n

17<\/p>\n<\/td>\n<\/tr>\n

\n

5.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Separation and Retirement Benefits<\/p>\n<\/td>\n

<\/td>\n\n

17<\/p>\n<\/td>\n<\/tr>\n

\n

5.3<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Death Benefits<\/p>\n<\/td>\n

<\/td>\n\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

5.4<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Form of Distribution<\/p>\n<\/td>\n

<\/td>\n\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

5.5<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Distributions for Unforeseeable Emergencies<\/p>\n<\/td>\n

<\/td>\n\n

23<\/p>\n<\/td>\n<\/tr>\n

\n

5.6<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Reductions Arising from a Participant153s Gross Misconduct<\/p>\n<\/td>\n

<\/td>\n\n

23<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
ARTICLE VI. ADMINISTRATION<\/strong><\/td>\n<\/td>\n\n

24<\/p>\n<\/td>\n<\/tr>\n

\n

6.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

General<\/p>\n<\/td>\n

<\/td>\n\n

24<\/p>\n<\/td>\n<\/tr>\n

\n

6.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Allocation and Delegation of Duties<\/p>\n<\/td>\n

<\/td>\n\n

25<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
ARTICLE VII. CLAIMS PROCEDURE<\/strong><\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

7.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

General<\/p>\n<\/td>\n

<\/td>\n\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

7.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Appeals Procedure<\/p>\n<\/td>\n

<\/td>\n\n

26<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VIII. MISCELLANEOUS PROVISIONS<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

8.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Amendment, Suspension or Termination of Plan<\/p>\n<\/td>\n

<\/td>\n\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

8.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Non-Alienability<\/p>\n<\/td>\n

<\/td>\n\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

8.3<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Recovery of Overpayments<\/p>\n<\/td>\n

<\/td>\n\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

8.4<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

No Employment Rights<\/p>\n<\/td>\n

<\/td>\n\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

8.5<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

No Right to Bonus<\/p>\n<\/td>\n

<\/td>\n\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

8.6<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Withholding and Employment Taxes<\/p>\n<\/td>\n

<\/td>\n\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

8.7<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Income and Excise Taxes<\/p>\n<\/td>\n

<\/td>\n\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

8.8<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Successors and Assigns<\/p>\n<\/td>\n

<\/td>\n\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

8.9<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Governing Law<\/p>\n<\/td>\n

<\/td>\n\n

27<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

APPENDIX A <\/strong><\/p>\n<\/p>\n

– ii –<\/p>\n

\n

WAL-MART STORES, INC. <\/strong><\/p>\n

OFFICER DEFERRED COMPENSATION PLAN <\/strong><\/p>\n

ARTICLE I. <\/strong><\/p>\n

GENERAL <\/strong><\/p>\n\n\n\n
1.1<\/strong><\/td>\nPurpose. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The purpose of the Wal-Mart Stores, Inc. Officer Deferred Compensation Plan
\nis to: (a) attract and retain the valuable services of certain officers;
\n(b) recognize, reward, and encourage contributions by such officers to the
\nsuccess of Wal-Mart and its Related Affiliates; (c) enable such officers to
\ndefer certain compensation and bonuses, and to be credited with earnings and
\nIncentive Payments with respect to such amounts recognized hereunder for such
\npurposes; and (d) allow certain equity incentive awards deferred under the
\nWal-Mart Stores, Inc. Stock Incentive Plan of 2005 to be credited under this
\nPlan at the election of the grantee and to thereafter be subject to the terms of
\nthis Plan.<\/p>\n\n\n\n
1.2<\/strong><\/td>\nEffective Dates; Code Section 409A. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

This Plan was initially effective February l, 1996 and was most recently
\namended and restated as of January 1, 2005. This amendment and restatement is
\neffective January 1, 2009, except as otherwise expressly stated herein. The
\nterms of the Plan as stated herein (other than Appendix A) shall apply to all
\namounts deferred and vested under the Plan on or after January 1, 2005. This
\nPlan (other than Appendix A) shall be interpreted and applied at all times in
\naccordance with Code Section 409A, and guidance issued thereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Amounts deferred and vested under the Plan on or before December 31, 2004
\nshall continue to be governed at all times by the Plan as in effect on such
\ndate, which Plan is attached hereto as Appendix A. Appendix A shall not be
\nmaterially modified (within the meaning of Code Section 409A) (formally or
\ninformally, including by interpretation), unless such modification expressly
\nprovides that it is intended to be a material modification within the meaning of
\nCode Section 409A and guidance issued thereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
1.3<\/strong><\/td>\nNature of Plan. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Plan is intended to be (and shall be administered as) an unfunded
\nemployee pension plan benefiting a select group of management or highly
\ncompensated employees under the provisions of ERISA. The Plan shall be
\n“unfunded” for tax purposes and for purposes of Title I of ERISA. Any and all
\npayments under the Plan shall be made solely from the general assets of
\nWal-Mart. A Participant153s interests under the Plan do not represent or create a
\nclaim against specific assets of Wal-Mart or any Employer. Nothing herein shall
\nbe deemed to create a trust of any kind or create any fiduciary relationship
\nbetween the Committee, Wal-Mart or any Employer and a Participant, the
\nParticipant153s beneficiary or any other person. To the extent any person acquires
\na right to receive payments from Wal-Mart under this Plan, such right is no
\ngreater than the right of any other unsecured general creditor of Wal-Mart.<\/p>\n

\n

ARTICLE II. <\/strong><\/p>\n

DEFINITIONS <\/strong><\/p>\n\n\n\n
2.1<\/strong><\/td>\nDefinitions. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Whenever used in this Plan, the following words and phrases have the meaning
\nset forth below unless the context plainly requires a different meaning:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

Account<\/strong><\/p>\n

means the bookkeeping account established to reflect: (1) a Participant153s
\nDeferred Compensation credited on or after January 1, 2005; (2) Deferred Bonuses
\ncredited on or after January 1, 2005; (3) Deferred Special Bonuses credited on
\nor after January 1, 2008; (4) Retention Bonuses credited on or after January 1,
\n2008; (5) Employer Contribution Credits credited on or after January 1, 2008;
\n(6) Incentive Payments credited on or after January 1, 2005; (7) Deferred Equity
\ncredited to this Plan on or after January 1, 2005 pursuant to the terms of the
\nSIP Deferral Procedures; and (8) earnings credited on amounts under (1) through
\n(7) above. A Participant153s “Account” shall consist of his or her Company
\nAccount, Retirement Accounts and Scheduled In-Service Accounts. “Account” as
\nused herein, however, shall not include Grandfathered Accounts.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

Code<\/strong><\/p>\n

means the Internal Revenue Code of 1986, as amended from time to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

Committee<\/strong><\/p>\n

means the Compensation, Nominating and Governance Committee of the Board of
\nDirectors of Wal-Mart.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

Company Account<\/strong><\/p>\n

means the bookkeeping account maintained on behalf of a Participant to
\nreflect his or her Employer Contribution Credits and earnings thereon.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

Compensation<\/strong><\/p>\n

means a Participant153s federal taxable base compensation for a Plan Year, less
\nemployment taxes and bi-weekly deductions as are determined to be in effect on
\nthe January 1 preceding such Plan Year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

Deferred Bonuses<\/strong><\/p>\n

means the amount deferred pursuant to Section 3.2 from bonuses payable to a
\nParticipant under the MIP.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

Deferred Compensation<\/strong><\/p>\n

means the Compensation deferred by a Participant in accordance with
\nSection 3.1.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

Deferred Equity<\/strong><\/p>\n

means Performance Shares, PERS or Restricted Stock granted under the Wal-Mart
\nStores, Inc. Stock Incentive Plan of 2005, which the grantee has elected to
\ndefer to this Plan in accordance with the SIP Deferral Procedures (to the extent
\npermitted by such Procedures).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

Deferred Retention Bonuses<\/strong><\/p>\n

means the Retention Bonuses deferred by a Participant in accordance with
\nSection 3.4.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 2 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(j)<\/p>\n<\/td>\n

Deferred Special Bonuses<\/strong><\/p>\n

means the Special Bonuses deferred by a Participant in accordance with
\nSection 3.3.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(k)<\/p>\n<\/td>\n

Disabled<\/strong><\/p>\n

means the Participant has incurred a Separation from Service because the
\nParticipant, as determined by the Committee or its delegate, is unable to engage
\nin any substantial gainful activity by reason of a medically determinable
\nphysical or mental impairment which can be expected to result in death or can be
\nexpected to last for a continuous period of not less than twelve (12) months.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(l)<\/p>\n<\/td>\n

Eligible Officer<\/strong><\/p>\n

means an individual who is a corporate officer of Wal-Mart or a Related
\nAffiliate designated by the Committee as a participating employer, and who holds
\nthe title of Vice President or above, Treasurer, Controller, or an officer title
\nof similar rank or other position as determined by the Committee. In addition,
\nEligible Officer shall include a divisional officer of Wal-Mart or a Related
\nAffiliate designated by the Committee as a participating employer, and who holds
\nthe title of Vice President or above or an officer title of similar rank as
\ndetermined by the Committee. In no event will any individual constitute an
\nEligible Officer if he or she is not subject to federal income tax withholding
\nin the United States.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(m)<\/p>\n<\/td>\n

Employer<\/strong><\/p>\n

means Wal-Mart and all persons with whom Wal-Mart would be considered a
\nsingle employer under Code Sections 414(b) and 414(c), except that in applying
\nCode Sections 1563(a)(1), (2) and (3) for purposes of determining a controlled
\ngroup of corporations under Code Section 414(b), the language “at least 50
\npercent” shall be used instead of “at least 80 percent” in each place it appears
\nin Code Sections 1563(a)(1), (2) and (3), and in applying Treas. Regs. Sec.
\n1.414(c)-2 for purposes of determining a controlled group of trades or
\nbusinesses under Code Section 414(c), the language “at least 50 percent” shall
\nbe used instead of “at least 80 percent” in each place it appears in Treas.
\nRegs. Sec. 1.414(c)-2.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(n)<\/p>\n<\/td>\n

Employer Contribution Credits<\/strong><\/p>\n

means the amount credited to a Participant153s Company Account pursuant to
\nSection 3.8.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(o)<\/p>\n<\/td>\n

ERISA<\/strong><\/p>\n

means the Employee Retirement Income Security Act of 1974, as amended from
\ntime to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(p)<\/p>\n<\/td>\n

Fiscal Year<\/strong><\/p>\n

means the twelve (12)-month period commencing each February 1 and ending on
\nthe following January 31.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(q)<\/p>\n<\/td>\n

Grandfathered Account<\/strong><\/p>\n

means the bookkeeping account established to reflect: (1) a Participant153s
\nDeferred Compensation credited prior to January 1, 2005; (2) Deferred Bonuses
\ncredited prior to January 1, 2005; (3) Incentive Payments credited prior to
\nJanuary 1, 2005; and (4) earnings credited on amounts under (1) through
\n(3) above. Such amounts shall be governed at all times by the terms of Appendix
\nA.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 3 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(r)<\/p>\n<\/td>\n

\n

A Participant is deemed to have engaged in Gross Misconduct<\/strong>
\nif the Committee determines that the Participant has engaged in conduct
\ndetrimental to the best interests of Wal-Mart or any Employer. Examples of
\nconduct detrimental to the best interests of Wal-Mart or any Employer include,
\nwithout limitation, disclosure of confidential information in violation of
\nWal-Mart153s Statement of Ethics, theft, the commission of a felony or a crime
\ninvolving moral turpitude, gross misconduct or similar serious offenses.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(s)<\/p>\n<\/td>\n

Incentive Payments<\/strong><\/p>\n

mean the amounts credited to a Participant153s Account in accordance with
\nSection 4.2.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(t)<\/p>\n<\/td>\n

MIP<\/strong><\/p>\n

means the Wal-Mart Stores, Inc. Management Incentive Plan, as amended from
\ntime to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(u)<\/p>\n<\/td>\n

Participant<\/strong><\/p>\n

means any Eligible Officer who defers Compensation or bonuses under the Plan,
\nas well as any Eligible Officer who receives or has received a grant of
\nPerformance Shares, PERS or Restricted Stock under the Wal-Mart Stores, Inc.
\nStock Incentive Plan of 2005 and elects, pursuant to the terms of the SIP
\nDeferral Procedures (to the extent permitted by such Procedures), to have such
\naward deferred to this Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

Performance Shares<\/strong><\/p>\n

means performance shares awarded under the Wal-Mart Stores, Inc. Stock
\nIncentive Plan of 2005 (also commonly referred to as performance share units or
\n“PSUs,” performance share plan or “PSPs,” or stock value equivalent awards).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(w)<\/p>\n<\/td>\n

PERS<\/strong><\/p>\n

means performance-based restricted stock awarded under the Wal-Mart Stores,
\nInc. Stock Incentive Plan of 2005.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(x)<\/p>\n<\/td>\n

Plan<\/strong><\/p>\n

means the Wal-Mart Stores, Inc. Officer Deferred Compensation Plan, as set
\nforth herein, and as may hereafter be amended from time to time (subject to
\nSection 1.2(b)).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(y)<\/p>\n<\/td>\n

Plan Year<\/strong><\/p>\n

means: (1) for periods before April 1, 2009 (except as otherwise provided in
\nprior Plan documents), the twelve (12)-month period commencing on April 1 and
\nending on March 31; (2) the period from April 1, 2009 through January 31, 2010;
\nand (3) from and after February 1, 2010, the twelve (12)-month period commencing
\non February 1 and ending on January 31.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(z)<\/p>\n<\/td>\n

Prior Agreements<\/strong><\/p>\n

means those deferred compensation agreements entered into by certain Eligible
\nOfficers with Wal-Mart prior to February 1, 1995 and containing terms similar to
\nthose contained in this Plan. Effective February 1, 1996, the Prior Agreements
\nwere amended and restated in the form of this Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(aa)<\/p>\n<\/td>\n

Related Affiliate<\/strong><\/p>\n

means a trade or business, whether or not incorporated, which is a member of
\na controlled group of corporations, trades or businesses, as defined in Code
\nSections 414(b) and 414(c), of which Wal-Mart is a member.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 4 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(bb)<\/p>\n<\/td>\n

Restricted Stock<\/strong><\/p>\n

means restricted stock awarded under the Wal-Mart Stores, Inc. Stock
\nIncentive Plan of 2005.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(cc)<\/p>\n<\/td>\n

Retention Bonus<\/strong><\/p>\n

means a retention bonus paid on or after January 1, 2009 under a retention
\nprogram or individual agreement specifically designated by the Committee, or an
\nofficer of the Company in accordance with guidelines established by the
\nCommittee, as eligible for deferral under the Plan, and which requires as a
\ncondition of receipt that the recipient continue to perform services for a
\nperiod of at least thirteen (13) months after the date he or she obtains the
\nlegally binding right to such bonus.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(dd)<\/p>\n<\/td>\n

Retirement<\/strong><\/p>\n

, effective with respect to Separations from Service on or after January 1,
\n2008, means a Participant153s Separation from Service on or after either: (1) the
\nParticipant has been continuously employed with Wal-Mart or any Employer for
\ntwenty (20) or more years; or (2) the Participant has attained age fifty
\n(50) and completed at least five (5) years of participation in the Plan. With
\nrespect to Separations from Service before January 1, 2008, a Participant153s
\neligibility for an installment payout is governed by the corresponding terms of
\nAppendix A (other than with respect to the timing of payout elections).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ee)<\/p>\n<\/td>\n

Retirement Accounts<\/strong><\/p>\n

means the bookkeeping accounts maintained on behalf of a Participant to
\nreflect Deferred Equity, Deferred Compensation, Deferred Bonus, Deferred Special
\nBonus, Deferred Retention Bonus and Incentive Payment amounts allocated to such
\nAccounts pursuant to the Participant153s elections hereunder, and earnings
\nthereon. Each Participant may have up to two (2) Retirement Accounts at any
\ntime. All Scheduled In-Service Accounts will be distributed in a lump sum.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ff)<\/p>\n<\/td>\n

Scheduled In-Service Account<\/strong><\/p>\n

means one or more bookkeeping accounts maintained on behalf of a Participant
\nto reflect Deferred Compensation, Deferred Bonus, Deferred Special Bonus and
\nDeferred Retention Bonus amounts credited to such Accounts pursuant to the
\nParticipant153s elections hereunder, and earnings thereon.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(gg)<\/p>\n<\/td>\n

Scheduled Pay Date<\/strong><\/p>\n

means, with respect to each Scheduled In-Service Account, the first day of a
\ncalendar month selected by the Participant in accordance with Article III. In no
\nevent shall such date be earlier than the first day of the second Plan Year
\nbeginning after the Plan Year for which deferrals are first made to such
\nAccount. Once selected, the date with respect to any Scheduled In-Service
\nAccount is irrevocable.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(hh)<\/p>\n<\/td>\n

\n

Separation from Service<\/strong> means the Participant
\nhas a termination of employment with the Employer (other than on account of
\ndeath). Whether a termination of employment has occurred shall be determined
\nbased on whether the facts and circumstances indicate the Participant and
\nEmployer reasonably anticipate that no further services will be performed by the
\nParticipant for the Employer; provided, however, that a Participant shall be
\ndeemed to have a<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 5 –<\/p>\n

\n\n\n\n
<\/td>\n\n

termination of employment if the level of services he or she would perform
\nfor the Employer after a certain date permanently decreases to no more than
\ntwenty percent (20%) of the average level of bona fide services performed for
\nthe Employer (whether as an employee or independent contractor) over the
\nimmediately preceding 36-month period (or the full period of services to the
\nEmployer if the Participant has been providing services to the Employer for less
\nthan 36 months). For this purpose, a Participant is not treated as having a
\nSeparation from Service while he or she is on a military leave, sick leave, or
\nother bona fide leave of absence, if the period of such leave does not exceed
\nsix (6) months, or if longer, so long as the Participant has a right to
\nreemployment with the Employer under an applicable statute or by contract.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

Separation Pay Date<\/strong><\/p>\n

means the last day of the calendar month in which falls the date that is six
\n(6) months after a Participant153s Separation from Service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(jj)<\/p>\n<\/td>\n

SIP Deferral Procedures <\/strong><\/p>\n

means the Deferral Procedures under the Wal-Mart Stores, Inc. Stock Incentive
\nPlan of 2005 (or any predecessor procedures thereof).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(kk)<\/p>\n<\/td>\n

Special Bonus<\/strong><\/p>\n

means any bonus payable to a Participant pursuant to the terms of the
\nParticipant153s initial offer letter of employment which is dated on or after
\nJanuary 1, 2008. To constitute a Special Bonus hereunder, the offer letter must
\nspecifically refer to the deferability of the bonus by explicit reference to
\nthis Plan and the offer letter and deferral election must be accepted and
\nelected in writing by the Eligible Officer before his or her commencement of
\nemployment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ll)<\/p>\n<\/td>\n

Unforeseeable Emergency<\/strong><\/p>\n

means a severe financial hardship to the Participant resulting from an
\nillness or accident of the Participant, the Participant153s spouse, the
\nParticipant153s beneficiary, or the Participant153s dependent (as defined in Code
\nSection 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B)), the
\nloss of the Participant153s property due to casualty, or other similar
\nextraordinary and unforeseeable circumstances arising as a result of events
\nbeyond the control of the Participant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(mm)<\/p>\n<\/td>\n

Valuation Date<\/strong><\/p>\n

means the last day of each Plan Year or, from and after April 1, 2008, each
\nday of the Plan Year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(nn)<\/p>\n<\/td>\n

Wal-Mart<\/strong><\/p>\n

means Wal-Mart Stores, Inc., a Delaware corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 6 –<\/p>\n

\n

ARTICLE III. <\/strong><\/p>\n

DEFERRED COMPENSATION\/BONUSES AND <\/strong><\/p>\n

EMPLOYER CONTRIBUTION CREDITS : <\/strong><\/p>\n

ESTABLISHMENT OF ACCOUNTS <\/strong><\/p>\n\n\n\n
3.1<\/strong><\/td>\nDeferred Compensation. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

For each Plan Year, each Eligible Officer may elect to defer all or a portion
\nof what would otherwise be the Eligible Officer153s Compensation to be paid for
\nsuch Plan Year by Wal-Mart or a Related Affiliate designated by the Committee as
\na participating employer. Amounts deferred will be deferred pro ratably for each
\npayroll period of the Plan Year. All deferral elections made under this
\nSection 3.1 must be filed with the Global Benefits Department on forms (which
\nmay be electronic) approved by the Global Benefits Department.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Compensation deferral elections must be filed:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

no later than the December 31 preceding the Plan Year for which the deferral
\nelection is to be effective; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

with respect to an Eligible Officer who first becomes a Participant during
\nthe Plan Year, within thirty (30) days of the first date he or she becomes
\neligible to participate in this Plan, the SIP Deferral Procedures, or any other
\nplan required by Code Section 409A to be aggregated with this Plan. For purposes
\nof this rule, an Eligible Officer will not be treated as a participant in any
\nsuch plan if:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

\n

he or she was not eligible to participate in the Plan (or the SIP Deferral
\nProcedures or any other plan required by Code Section 409A to be aggregated with
\nthis Plan) at any time during the twenty-four (24)-month period ending on the
\ndate he or she again becomes an Eligible Officer, or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

he or she was paid all amounts previously due under the Plan (and the SIP
\nDeferral Procedures and any other plan required by Code Section 409A to be
\naggregated with this Plan) and, on and before the date of the last such payment,
\nwas not eligible to continue to participate in the Plan (and the SIP Deferral
\nProcedures and any other plan required by Code Section 409A to be aggregated
\nwith this Plan) for periods after such payment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A deferral election under this Section 3.1(b)(2) will be effective only with
\nrespect to Compensation for payroll periods beginning after the payroll period
\nin which the Eligible Officer153s election form (which may be electronic) is
\nreceived by the Global Benefits Department.<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Effective with respect to Compensation deferrals for Plan Years
\nbeginning on or after April 1, 2009, the Eligible Officer shall also make an
\nelection each Plan<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 7 –<\/p>\n

\n\n\n\n
<\/td>\n\n

Year within the time prescribed above to allocate his or her Compensation
\ndeferrals for such Plan Year to one or both of his or her Retirement Accounts.
\nIf such allocation will be the first allocation to a Retirement Account, the
\nEligible Officer shall also elect the form of distribution with respect to such
\nAccount. Effective with respect to Compensation deferrals for Plan Years
\nbeginning on or after February 1, 2010, the Eligible Officer may also elect to
\nallocate his or her Compensation deferrals for the Plan Year to one or more
\nScheduled In-Service Accounts, in addition to his or her Retirement Accounts. If
\nan Eligible Officer allocates deferrals to a new Scheduled In-Service Account,
\nhe or she must also designate the Scheduled Pay Date with respect to such
\nAccount.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
3.2<\/strong><\/td>\nDeferred Bonuses. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Each Eligible Officer may elect to defer all or a portion of the Eligible
\nOfficer153s bonus (if any) for a performance period under the MIP. All bonus
\ndeferral elections made under this Section 3.2 must be filed with the Global
\nBenefits Department on forms (which may be electronic) approved by the Global
\nBenefits Department.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Bonus deferral elections must be filed:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

for performance periods under the MIP beginning before January 1, 2009,
\nwithin the time period provided under applicable prior Plan documents;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

for performance periods under the MIP beginning on or after January 1, 2009,
\nthe bonus deferral election must be filed:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

\n

no later than the December 31 preceding the performance period for which the
\ndeferral election is to be effective; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

with respect to an Eligible Officer who first becomes a Participant during
\nthe Plan Year, within thirty (30) days of the first date he or she becomes
\neligible to participate in this Plan, the SIP Deferral Procedures, or any other
\nplan required by Code Section 409A to be aggregated with this Plan. For purposes
\nof this rule, an Eligible Officer will not be treated as a participant in any
\nsuch plan if:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

he or she was not eligible to participate in the Plan (or the SIP Deferral
\nProcedures or any other plan required by Code Section 409A to be aggregated with
\nthis Plan) at any time during the twenty-four (24)-month period ending on the
\ndate he or she again becomes an Eligible Officer, or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

he or she was paid all amounts previously due under the Plan
\n(and the SIP Deferral Procedures and any other plan required by Code
\nSection 409A to be aggregated with this Plan) and, on and before the date of the
\nlast such payment, was not eligible to continue to participate in the Plan (and\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 8 –<\/p>\n

\n\n\n\n
<\/td>\n\n

the SIP Deferral Procedures and any other plan required by Code Section 409A
\nto be aggregated with this Plan) for periods after such payment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A bonus deferral election under this Section 3.2(b)(2)(B) will be effective
\nonly with respect to bonus paid for services performed after such election. For
\nthis purpose, the amount of the bonus payable to the Eligible Officer for
\nservices rendered subsequent to the Eligible Officer153s election will be
\ndetermined by multiplying the bonus by a fraction, the numerator of which is the
\nnumber of calendar days remaining in the performance period after the election
\nand the denominator of which is the total number of calendar days in such
\nperformance period. For purposes of this Section 3.2(b)(2)(B), the date of an
\nEligible Officer153s election is the date the executed election form (which may be
\nelectronic) is received by the Global Benefits Department.<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Effective with respect to performance periods under the MIP beginning on or
\nafter January 1, 2009, the Eligible Officer shall also make an election within
\nthe time prescribed above to allocate his or her bonus deferrals to one or both
\nof his or her Retirement Accounts. If such allocation will be the first
\nallocation to a Retirement Account, the Eligible Officer shall also elect the
\nform of distribution with respect to such Account. Effective with respect to
\nperformance periods beginning on or after January 1, 2010, the Eligible Officer
\nmay also elect to allocate his or her bonus deferrals to one or more Scheduled
\nIn-Service Accounts, in addition to his or her Retirement Accounts. If an
\nEligible Officer allocates deferrals to a new Scheduled In-Service Account, he
\nor she must also designate the Scheduled Pay Date with respect to such Account.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
3.3<\/strong><\/td>\nDeferred Special Bonuses. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

An Eligible Officer may elect to defer all or a portion of any Special
\nBonuses to be paid by Wal-Mart or a Related Affiliate designated by the
\nCommittee as a participating employer. All deferral elections made under this
\nSection 3.3 must be filed with the Global Benefits Department on forms (which
\nmay be electronic) approved by the Global Benefits Department. For purposes of
\nthis Section 3.3, the date of an Eligible Officer153s election is the date the
\nexecuted election form (which may be electronic) is received by the Global
\nBenefits Department.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Special Bonus deferral elections must be filed:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

no later than the Eligible Officer153s commencement of employment as an
\nEligible Officer with Wal-Mart or a Related Affiliate designated by the
\nCommittee as a participating employer; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 9 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

if the Eligible Officer is or ever was a participant in this Plan, the SIP
\nDeferral Procedures, or any other plan required by Code Section 409A to be
\naggregated with this Plan, Section 3.3(b)(1) shall not apply and the Eligible
\nOfficer may not make a deferral election with respect to Special Bonuses,
\nunless:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

\n

he or she was not eligible to participate in the Plan (or the SIP Deferral
\nProcedures or any other plan required by Code Section 409A to be aggregated with
\nthis Plan) at any time during the twenty-four (24)-month period ending on the
\ndate he or she again becomes an Eligible Officer, or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

he or she was paid all amounts previously due under the Plan (and the SIP
\nDeferral Procedures and any other plan required by Code Section 409A to be
\naggregated with this Plan) and, on and before the date of the last such payment,
\nwas not eligible to continue to participate in the Plan (and the SIP Deferral
\nProcedures and any other plan required by Code Section 409A to be aggregated
\nwith this Plan) for periods after such payment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Effective with respect to Special Bonus deferral elections made on or after
\nJanuary 1, 2009, the Eligible Officer shall also make an election within the
\ntime prescribed above to allocate his or her Special Bonus deferrals to one or
\nboth of his or her Retirement Accounts. If such allocation will be the first
\nallocation to a Retirement Account, the Eligible Officer shall also elect the
\nform of distribution with respect to such Account. Effective with respect to
\nSpecial Bonus deferral elections made on or after February 1, 2010, the Eligible
\nOfficer may also elect to allocate his or her Special Bonus deferrals to one or
\nmore Scheduled In-Service Accounts, in addition to his or her Retirement
\nAccounts. If an Eligible Officer allocates deferrals to a new Scheduled
\nIn-Service Account, he or she must also designate the Scheduled Pay Date with
\nrespect to such Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
3.4<\/strong><\/td>\nDeferred Retention Bonuses. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

An Eligible Officer may elect to defer all or a portion of any Retention
\nBonuses to be paid by Wal-Mart or a Related Affiliate designated by the
\nCommittee as a participating employer. All deferral elections made under this
\nSection 3.4 must be filed with the Global Benefits Department on forms (which
\nmay be electronic) approved by the Global Benefits Department. For purposes of
\nthis Section 3.4, the date of an Eligible Officer153s election is the date the
\nexecuted election form (which may be electronic) is received by the Global
\nBenefits Department.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Retention Bonus deferral elections must be filed within thirty (30) after the
\nEligible Officer obtains the legally binding right to the Retention Bonus.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 10 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Effective with respect to Retention Bonus deferral elections made on or after
\nJanuary 1, 2009, the Eligible Officer shall also make an election within the
\ntime prescribed above to allocate his or her Retention Bonus deferrals to one or
\nboth of his or her Retirement Accounts. If such allocation will be the first
\nallocation to a Retirement Account, the Eligible Officer shall also elect the
\nform of distribution with respect to such Account. Effective with respect to
\nRetention Bonus deferral elections made on or after January 1, 2010, the
\nEligible Officer may also elect to allocate his or her Retention Bonus deferrals
\nto one or more Scheduled In-Service Accounts, in addition to his or her
\nRetirement Accounts. If an Eligible Officer allocates deferrals to a new
\nScheduled In-Service Account, he or she must also designate the Scheduled Pay
\nDate with respect to such Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
3.5<\/strong><\/td>\nIncentive Payments. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

An Eligible Officer who first becomes a Participant after December 31, 2008
\nmust make an election with respect to the allocation of his or her Incentive
\nPayments, if any, between his or her Retirement Accounts. Such election must be
\nmade within the earliest of the time periods applicable under Sections 3.1, 3.2,
\n3.3. and 3.4 for making an initial deferral election for the first Plan Year of
\nparticipation. In the event the Participant fails to make a timely election with
\nrespect to the allocation of his or her Incentive Payments, the Participant
\nshall be deemed to have elected to have his or her Incentive Payments allocated
\nentirely to his or her Retirement Account #1. Notwithstanding anything herein to
\nthe contrary, once made (or deemed made), a Participant153s allocation election
\nunder this Section 3.5 is irrevocable.<\/p>\n\n\n\n
3.6<\/strong><\/td>\nIrrevocability of Deferral Elections. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Except as otherwise provided herein, once made for a Plan Year, a deferral
\nelection under Sections 3.1(b)(1), 3.1(c), 3.2(b)(1), 3.2(c), 3.3(b)(1), 3.3(c),
\n3.4(b) and 3.4(c) may not be revoked, changed or modified after the applicable
\nfiling deadline specified in such sections, and a deferral election under
\nSections 3.1(b)(2) and Section 3.2(b)(2) may not be revoked, changed or modified
\nafter the date of the election as provided in Sections 3.1(b)(2) and 3.2(b)(2).
\nAn election for one Plan Year will not automatically be given effect for a
\nsubsequent Plan Year, so that if deferral is desired for a subsequent Plan Year,
\na separate election must be made by the Eligible Officer for such Plan Year or
\nperformance period. Notwithstanding the preceding, if an Eligible Officer makes
\na deferral election for a Plan Year but fails to make an election as to the
\nallocation of deferrals for such Plan Year among his or her Accounts, such
\ndeferrals shall be allocated based on source in the same manner as they were
\nallocated for such source for the last Plan Year for which the Participant made
\nan allocation election or, if none, equally to his or her then effective
\nRetirement Accounts.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

In the event an Eligible Officer has a Separation from Service
\nfor any reason, then: (1) his or her deferral election under Section 3.1 will
\nterminate as of the date of such Separation from Service (but will be effective
\nwith respect to the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 11 –<\/p>\n

\n\n\n\n
<\/td>\n\n

last regular paycheck issued to such Eligible Officer), regardless of whether
\nthe Eligible Officer continues to receive Compensation, or other remuneration,
\nfrom Wal-Mart or any Employer thereafter; (2) his or her deferral election under
\nSection 3.2 will remain in effect with respect to the bonus (if any) paid to him
\nor her under the MIP for the performance period in which such Separation from
\nService occurs; (3) his or her deferral election under Section 3.3 will remain
\nin effect with respect to any Special Bonus (if any) paid to him or her to which
\nsuch election relates; and (4) his or her deferral election under Section 3.4
\nwill remain in effect with respect to any Retention Bonus (if any) paid to him
\nor her to which such election relates.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

If an Eligible Officer has a Separation from Service for any reason and is
\nrehired (whether or not as an Eligible Officer) within the same Plan Year or
\nperformance period, as applicable, his or her deferral elections under Sections
\n3.1, 3.2, 3.3 and 3.4 shall be automatically reinstated and shall remain in
\neffect for the remainder of such Plan Year or performance period, as applicable.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

In the event an Eligible Officer ceases to be an Eligible Officer (other than
\non account of a Separation from Service):<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

during any Plan Year, then his or her deferral election under Section 3.1
\nwill terminate as of the next following December 31. In addition, in the event
\nthe Compensation of such individual is reduced as a result of the change in
\nstatus, his or her deferral election following such loss and through the date of
\ntermination of such election as provided in the preceding sentence will be pro
\nrated based on his or her new level of Compensation;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

then his or her deferral election under Section 3.2 will terminate for any
\nperformance period beginning in the calendar year following the year of the loss
\nof Eligible Officer status;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

then his or her deferral election under Section 3.3 shall continue in effect
\nwith respect to any Special Bonuses (if any) paid after such loss of Eligible
\nOfficer status; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

then his or her deferral election under Section 3.4 shall continue in effect
\nwith respect to any Retention Bonuses (if any) paid after such loss of Eligible
\nOfficer status.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Notwithstanding anything herein to the contrary, in the event an
\nEligible Officer goes on an unpaid leave of absence, his or her deferral
\nelection under Section 3.1 shall automatically cease when he or she commences
\nthe unpaid leave of absence; provided, however, that if he or she returns from
\nthe unpaid leave of absence during the same Plan Year, his or deferral election
\nunder Section 3.1 shall automatically resume immediately upon return from the
\nleave of absence and shall continue in effect for the balance of the Plan Year.
\nAn Eligible<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 12 –<\/p>\n

\n\n\n\n
<\/td>\n\n

Officer153s deferral election under Section 3.1 shall remain in effect with
\nrespect to any Compensation paid while on a leave of Absence. An Eligible
\nOfficer153s deferral elections under Sections 3.2, 3.3 and 3.4 shall not be
\naffected by his or her leave of absence.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
3.7<\/strong><\/td>\nAutomatic Suspension of Deferral Elections. <\/strong>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

In the event a Participant receives a distribution from the Wal-Mart Stores,
\nInc. Profit Sharing and 401(k) Plan (or any other plan or successor plan
\nsponsored by Wal-Mart or any Related Affiliate) on account of hardship, which
\ndistribution is made pursuant to Treasury Regulations Section 1.401(k)-1(d)(3)
\nand requires suspension of deferrals under other arrangements such as this Plan,
\nthe Participant153s deferral elections under Sections 3.1, 3.2, 3.3 and 3.4, if
\nany, pursuant to which deferrals would otherwise be made during the six
\n(6)-month period following the date of the distribution shall be cancelled.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

In the event a Participant requests a distribution pursuant to Section 5.5
\ndue to an Unforeseeable Emergency, or the Participant requests a cancellation of
\ndeferrals under the Plan in order to alleviate his or her Unforeseeable
\nEmergency, and the Committee determines that the Participant153s Unforeseeable
\nEmergency may be relieved through the cessation of deferrals under the Plan,
\nsome or all the Participant153s deferral elections under Sections 3.1, 3.2, 3.3
\nand 3.4 for such Plan Year or performance period, as applicable, if any, as
\ndetermined by the Committee, shall be cancelled as soon as administratively
\npracticable following such determination by the Committee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
3.8<\/strong><\/td>\nEmployer Contribution Credits. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

As of any date during a Plan Year, Wal-Mart may credit to a Participant153s
\nCompany Account an amount determined in the sole discretion of the Committee,
\nwhich amount may differ among Participants or categories of Participants
\ndesignated by the Committee. A Participant shall become vested in his or her
\nCompany Account, plus earnings thereon, in accordance with the vesting schedule
\nimposed by the Committee. The Participant153s Company Account shall be distributed
\npursuant to Article V only to the extent vested as of the applicable
\ndistribution date.<\/p>\n\n\n\n
3.9<\/strong><\/td>\nCrediting of Deferrals and Employer Contribution
\nCredits. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Deferred Compensation, Deferred Bonuses, Deferred Special Bonuses, Deferred
\nRetention Bonuses, Deferred Equity, Employer Contribution Credits and Incentive
\nPayments will be credited to each Participant153s Account as follows:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Deferred Compensation will be credited to the Participant153s Account as of the
\ndate such Compensation would have otherwise been paid in cash;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Deferred Bonuses, Deferred Special Bonuses and Deferred Retention Bonuses
\nwill be credited to the Participant153s Account as of the date the bonus would
\nhave otherwise been paid in cash;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 13 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Deferred Equity will be credited to the Participant153s Account as of the date
\nthe restrictions on such awards lapse or, in the case of Performance Shares, as
\nof the date payment of such award is processed;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Employer Contribution Credits will be credited to the Participant153s Account
\nas of the date specified by the Committee; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Incentive Payments will be credited to the Participant153s Account as of the
\nlast day of the Plan Year specified in Section 4.2 (or as otherwise provided in
\nSections 4.2(e) and (f)).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A Participant153s Account, including earnings credited thereto, will be
\nmaintained by the Committee until the Participant153s Plan benefits have been paid
\nin full.<\/p>\n\n\n\n
3.10<\/strong><\/td>\nNature of Accounts. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each Participant153s Account will be used solely as a measuring device to
\ndetermine the amount to be paid a Participant under this Plan. The Accounts do
\nnot constitute, nor will they be treated as, property or a trust fund of any
\nkind. All amounts at any time attributable to a Participant153s Account will be,
\nand remain, the sole property of Wal-Mart. A Participant153s rights hereunder are
\nlimited to the right to receive Plan benefits as provided herein. The Plan
\nrepresents an unsecured promise by Wal-Mart to pay the benefits provided by the
\nPlan.<\/p>\n\n\n\n
3.11<\/strong><\/td>\nValuation of Accounts. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Effective April 1, 2008, each Participant153s Account will be valued daily as
\nof each Valuation Date.<\/p>\n

ARTICLE IV. <\/strong><\/p>\n

ADDITIONS TO ACCOUNTS : CREDITED EARNINGS <\/strong>\n<\/p>\n

AND INCENTIVE PAYMENTS <\/strong><\/p>\n\n\n\n
4.1<\/strong><\/td>\nCredited Earnings. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Every Valuation Date during a Plan Year, a Participant153s Account will be
\ncredited with an equivalent of a daily rate of simple interest based on the
\nannual rate on 10-year Treasury notes determined as of the first business day of
\nJanuary preceding such Plan Year, plus 270 basis points.<\/p>\n\n\n\n
4.2<\/strong><\/td>\nIncentive Payments. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Incentive Payments described below will be credited to a Participant153s
\nAccount. A Participant153s entitlement to an Incentive Payment will be governed by
\nthis Section 4.2.<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Incentive Payments provided in this Section apply to a
\nParticipant153s recognized Deferred Compensation and Deferred Bonuses for a Plan
\nYear (other than Deferred Compensation and Deferred Bonuses allocated to the
\nParticipant153s Scheduled In-Service Accounts) and credited Plan earnings<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 14 –<\/p>\n

\n\n\n\n
<\/td>\n\n

thereon, whether credited to the Participant153s Account or Grandfathered
\nAccount. For this purpose, Deferred Bonuses shall be treated as being “for a
\nPlan Year” for the Plan Year to which the Deferred Bonus pertains. Incentive
\nPayments are separately awarded based upon a Participant153s recognized Deferred
\nCompensation and Deferred Bonuses for a given Plan Year and credited Plan
\nearnings thereon.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The amount of an Incentive Payment is based on the Participant153s recognized
\nDeferred Compensation and Deferred Bonuses for a Plan Year (other than Deferred
\nCompensation and Deferred Bonuses allocated to the Participant153s Scheduled
\nIn-Service Accounts), plus credited Plan earnings on such sums through and
\nincluding the Incentive Payment award date. The amount by which a Participant153s
\nDeferred Compensation and Deferred Bonuses for a Plan Year (other than Deferred
\nCompensation and Deferred Bonuses allocated to the Participant153s Scheduled
\nIn-Service Accounts) exceed twenty percent (20%) of the Participant153s base
\ncompensation will not be recognized in computing an Incentive Payment. Base
\ncompensation for this purpose means the Participant153s annual base rate of
\ncompensation for the last full payroll period in such Plan Year. Credited Plan
\nearnings on such nonrecognized Deferred Compensation or Deferred Bonuses are
\nlikewise not taken into account in determining the amount of an Incentive
\nPayment. Further, in no event shall Deferred Special Bonuses, Deferred Retention
\nBonuses, Deferred Equity or any Employer Contribution Credits be taken into
\naccount in determining the amount of an Incentive Payment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

If a Participant remains continuously employed with Wal-Mart or
\nany Employer for a period of ten (10) consecutive full Plan Years, beginning
\nwith the first day of the first Plan Year in which the Participant had a
\nDeferred Compensation or Deferred Bonus election in effect under this Plan or a
\nPrior Agreement, and ending with the last day of the tenth
\n(10th<\/sup>) Plan Year of such period, an Incentive Payment will be
\ncredited to the Participant153s Account as of the last day of such tenth
\n(10th<\/sup>) Plan Year. The Incentive Payment will be equal to twenty
\npercent (20%) of the Participant153s recognized Deferred Compensation and Deferred
\nBonuses for ten (10), but not less than five (5), Plan Years (i.e., the first
\nsix (6) Plan Years of such ten (10)-year period), plus credited Plan earnings
\nthereon through the award date. For each full Plan Year thereafter in which the
\nParticipant remains continuously employed with Wal-Mart or any Employer, an
\nIncentive Payment will be credited to the Participant153s Account as of the last
\nday of such Plan Year. Such Incentive Payment will be equal to twenty percent
\n(20%) of the Participant153s recognized Deferred Compensation and Deferred Bonuses
\nfor the first Plan Year of the five (5)-consecutive Plan Year period ending on
\nthe award date, plus credited Plan earnings thereon through the award date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

If a Participant remains continuously employed with Wal-Mart or
\nany Employer for a period of fifteen (15) consecutive full Plan Years, beginning
\nwith the first day of the first Plan Year in which the Participant had a
\nDeferred Compensation<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 15 –<\/p>\n

\n\n\n\n
<\/td>\n\n

or Deferred Bonus election in effect under this Plan or a Prior Agreement,
\nand ending with the last day of the fifteenth (15th<\/sup>) Plan Year of
\nsuch period, an Incentive Payment will be credited to the Participant153s Account
\nas of the last day of such fifteenth (15th<\/sup>) Plan Year. The Incentive
\nPayment will be equal to ten percent (10%) of the Participant153s recognized
\nDeferred Compensation and Deferred Bonuses for fifteen (15), but not less than
\nten (10), Plan Years (i.e., the first six (6) Plan Years of such fifteen
\n(15)-year period), plus credited Plan earnings thereon through the award date.
\nFor each full Plan Year thereafter in which the Participant remains continuously
\nemployed with Wal-Mart or any Employer, an Incentive Payment will be credited to
\nthe Participant153s Account as of the last day of such Plan Year. Such Incentive
\nPayment will be equal to ten percent (10%) of the Participant153s recognized
\nDeferred Compensation and Deferred Bonuses for the first Plan Year of the ten
\n(10)-consecutive Plan Year period ending on the award date, plus credited Plan
\nearnings thereon through the award date. The Incentive Payments provided in this
\nSection 4.2(d) shall not take into account Incentive Payments credited under
\nSection 4.2(c) or credited Plan earnings thereon.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

The Incentive Payments provided in this Section 4.2(e) only
\napply if a Participant has been a Participant under the Plan (or a Prior
\nAgreement) for five (5) or more full Plan Years and if the Participant dies,
\nbecomes Disabled, or has a Separation from Service on or after he or she has
\nbeen continuously employed with Wal-Mart or an Employer for twenty (20) or more
\nyears or after attaining age fifty-five (55) before satisfaction of the ten
\n(10)-year or fifteen (15)-year periods described in Sections 4.2(c) and
\n(d) above, after taking into account the application of Section 4.2(f). In that
\nevent, only the Incentive Payment next to be credited (i.e., twenty percent
\n(20%) or ten percent (10%)) will be credited to the Participant153s Account as
\nprovided in this Section 4.2(e). In the event the Participant had not yet been
\nawarded or credited with a twenty percent (20%) Incentive Payment under
\nSection 4.2(c), the Incentive Payment provided by this Section 4.2(e) will be
\nbased upon the ratio of: (1) the number of full Plan Years worked since and
\nincluding the first Plan Year in which the Participant had a Deferred
\nCompensation or Deferred Bonus election in effect under this Plan or a Prior
\nAgreement, to (2) ten (10), multiplied by twenty percent (20%). Such Incentive
\nPayment will be based upon recognized amounts for the Plan Years which would
\notherwise have been considered in calculating the Participant153s first Incentive
\nPayment under Section 4.2(c). If the Participant has been awarded a twenty
\npercent (20%) Incentive Payment provided in Section 4.2(c), the Incentive
\nPayment provided by this Section 4.2(e) will be based upon the ratio of: (1) the
\nnumber of full Plan Years worked since the award date of the initial twenty
\npercent (20%) Incentive Payment, to (2) five (5), multiplied by ten percent
\n(10%). Such Incentive Payment will be based upon recognized amounts for the Plan
\nYears which would otherwise have been considered in calculating the
\nParticipant153s first Incentive Payment under Section 4.2(d). The Incentive
\nPayment provided under this Section 4.2(e) will be determined and credited to
\nthe Participant153s Account as of the date the Participant153s Plan benefits are
\ndistributed in a lump sum payment. If, however, a Participant153s<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 16 –<\/p>\n

\n\n\n\n
<\/td>\n\n

benefits are to be distributed in installments, the amounts provided under
\nthis Section 4.2(e) will be determined and credited to the Participant153s Account
\nas of the distribution date of the initial installment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

This Section 4.2(f) shall not apply with respect to Plan Years beginning
\nafter March 31, 2009. With respect to Plan Years beginning before March 31,
\n2009, the Incentive Payments provided in this Section 4.2(f) apply only with
\nrespect to those Participants who: (1) incur a Separation from Service on or
\nafter the last day of a Fiscal Year, but before the immediately following last
\nday of a Plan Year (e.g., on or after January 31, but before the next March 31);
\nand (2) who, but for such Separation from Service before the last day of a Plan
\nYear, would have been credited with an Incentive Payment under Section 4.2(c)
\nand\/or 4.2(d). In that event, the Incentive Payments which would have been
\ncredited to the Participant153s Account but for such early Separation from Service
\nwill be credited to the Participant153s Account as if the Participant had remained
\nemployed with Wal-Mart or any Employer through the last day of the Plan Year,
\nwith no reduction due to the early Separation from Service. The Incentive
\nPayments provided under this Section 4.2(f) will be determined and credited to
\nthe Participant153s Account as of the last day of the Plan Year in which the
\nParticipant153s Separation from Service occurs.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE V. <\/strong><\/p>\n

PAYMENT OF PLAN BENEFITS <\/strong><\/p>\n\n\n\n
5.1<\/strong><\/td>\nScheduled In-Service Benefits. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

In-Service Benefits<\/strong><\/p>\n

. Each of a Participant153s Scheduled In-Service Accounts will be distributed
\nin a lump sum within the 90-day period commencing on the Scheduled Pay Date
\napplicable to such Scheduled In-Service Account. The lump sum amount will be the
\nvalue of the applicable Participant153s Scheduled In-Service Account as of the
\nScheduled Pay Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

Intervening Separation or Death<\/strong><\/p>\n

. Notwithstanding the preceding, should an event occur prior to the Scheduled
\nPay Date of any Scheduled In-Service Account that would trigger a distribution
\nunder Section 5.2 or 5.3 earlier than the Scheduled Pay Date, such Scheduled
\nIn-Service Account or Accounts shall be distributed in accordance with
\nSection 5.2 or 5.3, as applicable, and not in accordance with Section 5.1(a).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
5.2<\/strong><\/td>\nSeparation and Retirement Benefits. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

Separation Benefits<\/strong><\/p>\n

. In the event of a Participant153s Separation from Service other than on
\naccount of Retirement or death, the Participant153s Account will be distributed in
\na lump sum under Section 5.2(c).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Retirement Benefits<\/strong>. If the Participant153s
\nSeparation from Service is on account of Retirement, the Participant153s Scheduled
\nIn-Service Accounts will be<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 17 –<\/p>\n

\n\n\n\n
<\/td>\n\n

distributed in a lump sum under Section 5.2(c) and the Participant153s Company
\nAccount and Retirement Accounts will be distributed in one of the forms provided
\nin Section 5.2(c) or 5.2(d) below in accordance with the Participant153s
\ndistribution election given effect under the provisions of Section 5.4 with
\nrespect to each such Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

Lump Sum Distributions<\/strong><\/p>\n

.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Any lump sum to be paid under this Section 5.2(c) shall be paid within the
\n90-day period commencing on the Participant153s Separation Pay Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

The lump sum amount will be the value of the Participant153s Account, Company
\nAccount or Retirement Accounts, as applicable, as of the last day of the month
\npreceding the date of the distribution.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

Installment Distributions<\/strong><\/p>\n

.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

If the Participant153s Company Account or Retirement Account, as applicable, is
\nto be distributed in the form of annual installments, the first such installment
\nshall be made within the 90-day period commencing on the first January 31
\nfollowing the Participant153s Separation from Service; provided, however, that if
\nsuch January 31 is earlier than the Participant153s Separation Pay Date, the first
\nsuch installment shall be made within the 90-day period commencing on the
\nParticipant153s Separation Pay Date. Subsequent installments shall be made within
\nthe 90-day period commencing on each successive January 31, until the
\nParticipant153s benefits under such Account are distributed in full.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

The Plan benefits will be paid in equal annual installments in an amount
\nwhich would fully amortize a loan equal to the lump sum value of the
\nParticipant153s Company Account or Retirement Account, as applicable, determined
\nin accordance with Section 5.2(c)(2) (using as the distribution date the date of
\nthe first installment) over the installment period, with interest calculated at
\nthe per annum rate in effect for the Plan Year in which the Participant153s
\nSeparation from Service occurs.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
5.3<\/strong><\/td>\nDeath Benefits. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

General<\/strong><\/p>\n

. In the event of the Participant153s death before incurring a Separation from
\nService or before commencement of benefits, the Participant153s Account will be
\ndistributed in one of the forms provided in Section 5.3(b) or 5.3(c) below in
\naccordance with the Participant153s distribution election given effect under the
\nprovisions of Section 5.4 below.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A Participant may elect only one form of payment for all beneficiaries (at
\nany level.) If the Participant fails to make an effective election as provided
\nin Section 5.4 below, the Participant will be deemed to have elected
\ndistribution in a lump sum under Section 5.3(b) for all beneficiary levels.<\/p>\n<\/p>\n

– 18 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

Lump Sum Distributions<\/strong><\/p>\n

.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Any lump sum to be paid under this Section 5.3(b) shall be paid within the
\n90-day period commencing on the last day of the month in which the Participant153s
\ndeath occurs.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

The lump sum amount will be the value of the Participant153s Account as of the
\nlast day of the month preceding the date of distribution.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

Installment Distributions<\/strong><\/p>\n

.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

If the Participant153s Account is to be distributed in the form of annual
\ninstallments, the first such installment shall be made within the 90-day period
\ncommencing on the first January 31 coincident with or next following the
\nParticipant153s death. Subsequent installments will be made during the 90-day
\nperiod commencing on each successive January 31, until the Participant153s
\nbenefits are distributed in full.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

The Plan benefits will be paid in equal annual installments in an amount
\nwhich would fully amortize a loan equal to the lump sum value of the
\nParticipant153s Account determined in accordance with Section 5.3(b)(2) (using as
\nthe distribution date the date of the first installment) over the installment
\nperiod, with interest calculated at the per annum rate in effect for the Plan
\nYear in which the Participant153s death occurs.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

Death After Commencement of Installments.<\/strong><\/p>\n

Notwithstanding the preceding, in the event of a Participant153s death after
\ninstallment payments to the Participant have commenced, such installment
\npayments shall continue to be made to the Participant153s designated beneficiary
\nin the same manner as they were being distributed to the Participant prior to
\nhis or her death, provided, however, that if the Participant153s distribution
\nelection applicable to Section 5.3(a) is a lump sum payment, the Participant153s
\nremaining installments will be distributed in lump sum to the Participant153s
\ndesignated beneficiary within the 90-day period commencing on the last day of
\nthe month in which the Participant153s death occurs.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Designation of Beneficiary. <\/strong>A Participant may,
\nby written or electronic instrument delivered to the Committee in the form
\nprescribed by the Committee, designate primary and contingent beneficiaries
\n(which may be a trust or trusts) to receive any benefit payments which may be
\npayable under this Plan following the Participant153s death, and may designate the
\nproportions in which such beneficiaries are to receive such payments. Any such
\ndesignation will apply to both the Participant153s Account and his or her
\nGrandfathered Account, if any; a Participant may not designate different
\nbeneficiaries for his or her Account and Grandfathered Account. A Participant
\nmay change such designation from time to time and the last designation filed
\nwith the Committee in accordance with its procedures prior to the Participant153s
\ndeath will control. For this purpose, a<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 19 –<\/p>\n

\n\n\n\n
<\/td>\n\n

Participant153s most recent beneficiary designation properly filed under a
\nPrior Agreement shall continue to be given effect until otherwise modified in
\naccordance with the provisions of this Section. In the event no beneficiary is
\ndesignated, or if all designated beneficiaries predecease the Participant,
\npayment shall be payable to the following “default” beneficiaries of the
\nParticipant in the following order of priority: (1) the Participant153s surviving
\nspouse known to the Committee, if any; (2) the Participant153s living children
\nknown to the Committee in equal shares; (3) the Participant153s living parents
\nknown to the Committee in equal shares; (4) the Participant153s surviving siblings
\nknown to the Committee in equal shares; or (5) the beneficiary153s estate for
\ndistribution in accordance with the terms of the beneficiary153s last will and
\ntestament or as a court of competent jurisdiction shall determine.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

Death of Beneficiary<\/strong><\/p>\n

. In the event a beneficiary dies before full payment of the Participant153s
\nbenefits under the Plan, benefits that would have been paid to such beneficiary
\nshall continue in the same form in equal shares to the remaining beneficiaries
\nat the same level (i.e., primary, contingent) and, if none, to the next level of
\nbeneficiaries. If there are no beneficiaries at the next level, then any
\nremaining benefits shall be paid to the following “default” beneficiaries of the
\nlast living beneficiary in the following order of priority: (1) the
\nbeneficiary153s surviving spouse known to the Committee, if any; (2) the
\nbeneficiary153s living children known to the Committee in equal shares; (3) the
\nbeneficiary153s surviving parents known to the Committee in equal shares; (4) the
\nbeneficiary153s surviving siblings known to the Committee in equal shares; or
\n(5) the beneficiary153s estate for distribution in accordance with the terms of
\nthe beneficiary153s last will and testament or as a court of competent
\njurisdiction shall determine.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
5.4<\/strong><\/td>\nForm of Distribution. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

Forms Available.<\/strong><\/p>\n

If a Participant153s Separation from Service is on account of the Participant153s
\nRetirement or is due to death, distribution of his or her Company Account and
\nRetirement Accounts or, in the event of death, his or her Account, may be made,
\nat the Participant153s election per this Section 5.4, in one of the following
\nforms:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

a lump sum;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

subject to the minimum account value restriction below, substantially equal
\nannual installments over a period not to exceed fifteen (15) years; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

solely with respect to distribution of the Participant153s Account in the event
\nof death, partially a lump sum and, subject to the minimum account value
\nrestriction below, substantially equal annual installments over a period not to
\nexceed fifteen (15) years;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

provided, however, that an installment election will be given effect only if,
\nas of the date on which any lump sum payment would be valued, the value of the\n<\/p>\n<\/p>\n

– 20 –<\/p>\n

\n

Participant153s Company Account or Retirement Account, as applicable, or in the
\nevent of death, Account, is at least fifty-thousand dollars ($50,000). Any
\nParticipant whose Company Account or Retirement Account, as applicable, or in
\nthe event of death, Account, is valued at less than fifty-thousand dollars
\n($50,000) as of the date on which any lump sum payment would be valued shall be
\ndefaulted to a lump sum payment.<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

Retirement Accounts<\/strong><\/p>\n

.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

The Account balance of a Participant as of December 31, 2008 shall, as of
\nsuch date, be allocated to his or her Retirement Accounts in a manner determined
\nby the Global Benefits Department to be consistent with his or her last
\naffirmative form of payment election filed with the Global Benefits Department
\non or before December 31, 2008; provided, however, that in no event may any such
\nelection made in 2008 defer any amount otherwise payable during 2008 to 2009 or
\nany later year or accelerate any amount otherwise payable during 2009 or any
\nlater year into 2008. (Notwithstanding the preceding, in the event a
\nParticipant153s affirmative form of payment outstanding on December 31, 2008 is an
\n“account balance-driven” election, the Participant153s Account shall be allocated
\nas of such date in accordance with his or her election, as though distribution
\nwould occur on December 31, 2008.) Deferrals (including Employer Contribution
\nCredits and Incentive Payments) credited to the Participant153s Account after
\nDecember 31, 2008 and through March 31, 2009 shall also be allocated to the
\nParticipant153s Retirement Accounts in accordance with such election. Any form of
\npayment election filed during 2008 shall be deemed to have been made under
\napplicable Internal Revenue Service transition relief (and thus shall not be
\nsubject to Sections 5.4(d)(1), (d)(2) and (d)(3)), unless the Participant
\nspecifically waives such transition relief. Any distribution election made after
\nDecember 31, 2008 shall be subject to Section 5.4(d).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

With respect to any individual who is a Participant as of December 31, 2008,
\nIncentive Payments credited after March 31, 2009, if any, will be allocated to
\nhis or her Retirement Accounts in accordance with his or her last affirmative
\nform of payment election filed with the Global Benefits Department on or before
\nDecember 31, 2008, which election may be separate from the election provided in
\nSection 5.4(b)(1) above. Such election shall be irrevocable as of December 31,
\n2008.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

Company Account<\/strong><\/p>\n

. A Participant153s Company Account shall be paid in the form of a lump sum,
\nunless the Participant makes a subsequent distribution election in accordance
\nwith Section 5.4(d).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Subsequent Elections<\/strong>. A Participant may change
\nhis or her distribution election (or deemed distribution election) with respect
\nto his or her Company Account or Retirement Account or, in the event of death,
\nhis or her Account, per<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 21 –<\/p>\n

\n\n\n\n
<\/td>\n\n

this Section 5.4 at any time by making a new election (referred to in this
\nsubsection as a “subsequent election”) on a form (which may be electronic)
\napproved by the Global Benefits Department and filed with the Global Benefits
\nDepartment; provided, however, that such subsequent election shall be subject to
\nthe following restrictions:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

A subsequent election made after December 31, 2008 may not take effect until
\nat least twelve (12) months after the date on which such subsequent election is
\nmade;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Payment or initial payment pursuant to a subsequent election made after
\nDecember 31, 2008 may not be made earlier than five (5) years from the date such
\npayment would have been made absent the subsequent election (but, for this
\npurpose, installment payments shall not commence until the first January 31
\nafter such delay), unless the distribution is made on account of the
\nParticipant153s death;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

A subsequent election made after December 31, 2008 related to a payment must
\nbe made not less than twelve (12) months before the date the payment is
\nscheduled to be paid;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

Payment of a Participant153s Company Account or Retirement Account
\nor, in the event of death, Account, pursuant to a subsequent election must be
\ncompleted by the last day of the Plan Year which contains the twentieth
\n(20th<\/sup>) anniversary of the Participant153s Separation Pay Date or the
\nParticipant153s death;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(5)<\/p>\n<\/td>\n

\n

For purposes of this Section 5.4(d) and Code Section 409A, the entitlement to
\nannual installment payments is treated as the entitlement to a single payment;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(6)<\/p>\n<\/td>\n

\n

A Participant may make only one subsequent election after December 31, 2008
\nwith respect to each of his or her Company Account and Retirement Accounts, and
\nwith respect to his or her Account in the event of death; provided, however,
\nthat any Participant who makes a form of payment election during 2008 and who
\nelects to waive transition relief as provided in Section 5.4(b)(1) shall not be
\npermitted to make a subsequent election after December 31, 2008 with respect to
\nhis or her Retirement Accounts.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If a Participant153s distribution election does not satisfy the requirements of
\nthis Section 5.4(d), it will not be recognized or given effect by the Committee.
\nIn that event, distribution of the benefit will be made in accordance with the
\nParticipant153s most recent distribution election which does satisfy the
\nrequirements of this Section 5.4(d).<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

Filing of Election<\/strong><\/p>\n

. A Participant153s distribution elections under Section 5.2(b) or 5.3(a) must
\nbe filed with the Global Benefits Department on forms (which may be electronic)
\nprescribed by the Global Benefits Department.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 22 –<\/p>\n

\n\n\n\n
5.5<\/strong><\/td>\nDistributions for Unforeseeable Emergencies. <\/strong>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

In the event of an Unforeseeable Emergency, the Committee, in its sole and
\nabsolute discretion and upon written application of a Participant or, following
\nthe Participant153s death, the beneficiary to whom a Participant153s benefits are
\nthen being paid, or will be paid, pursuant to Section 5.3, may direct immediate
\ndistribution of all or a portion of the Participant153s Account (other than
\nEmployer Contribution Credits and Incentive Payments). The Committee will permit
\ndistribution on account of an Unforeseeable Emergency only to the extent
\nreasonably necessary to satisfy the emergency need, plus amounts necessary to
\npay federal, state or local income taxes and penalties reasonably anticipated to
\nresult from the distribution, after taking into account the extent to which such
\nneed is or may be relieved through reimbursement or compensation by insurance,
\nby liquidation of the Participant153s or beneficiary153s assets (to the extent the
\nliquidation of such assets would not itself cause severe financial hardship), or
\nby cessation of deferrals under the Plan. Any distribution under this
\nSection 5.5 shall first be made from the Participant153s Scheduled In-Service
\nAccounts (including earnings thereon), then from his or her Retirement Accounts
\n(including earnings thereon) in the following order: Deferred Equity, Deferred
\nSpecial Bonuses and Deferred Retention Bonuses, then pro rata from Deferred
\nCompensation and Deferred Bonus. A Participant153s Incentive Payments under
\nSection 4.2 shall be ratably adjusted consistent with the above.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Notwithstanding anything in the Plan to the contrary, if Wal-Mart reasonably
\nanticipates that its deduction with respect to any distribution under this
\nSection 5.5 would not be permitted due to the application of Code
\nSection 162(m); such payment shall be suspended to the extent a deduction would
\nnot be permitted until the earliest date at which it reasonably anticipates that
\nthe deduction of such distribution would not be barred by application of Code
\nSection 162(m); provided, however, that the conditions of Section 5.5(a) are
\nstill satisfied as of such date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
5.6<\/strong><\/td>\nReductions Arising from a Participant153s Gross
\nMisconduct. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding anything herein to the contrary, a Participant153s Plan
\nbenefits are contingent upon the Participant not engaging in Gross Misconduct
\nwhile employed with Wal-Mart or any Employer, or during such additional period
\nas provided in Wal-Mart153s Statement of Ethics. In the event the Committee
\ndetermines that the Participant has engaged in Gross Misconduct during the
\nprescribed period: (a) the Participant shall forfeit all Employer Contribution
\nCredits and Incentive Payments, and credited Plan earnings thereon; (b) earnings
\ncredited to the Participant153s Account derived from Deferred Compensation,
\nDeferred Bonuses, Deferred Special Bonuses, Deferred Retention Bonuses and
\nDeferred Equity shall be recalculated for each Plan Year to reflect the amount
\nwhich would otherwise have been credited if the applicable per annum rate were
\nfifty percent (50%) of the per annum rate in effect for such Plan Year; and
\n(c) if the Participant is then receiving installment payments, any remaining
\ninstallments shall be recalculated to reflect the amount which would otherwise
\nhave been paid if the applicable per annum rate were fifty percent (50%) of the
\nper annum rate in<\/p>\n<\/p>\n

– 23 –<\/p>\n

\n

effect with respect to such installment payments. Under no circumstances will
\na Participant forfeit any portion of the Participant153s Deferred Compensation,
\nDeferred Bonuses, Deferred Special Bonuses, Deferred Retention Bonuses or
\nDeferred Equity. Any payments received hereunder by a Participant (or the
\nParticipant153s beneficiary) are contingent upon the Participant not engaging (or
\nnot having engaged) in Gross Misconduct while employed with Wal-Mart or any
\nEmployer, or during such additional period as provided in Wal-Mart153s Statement
\nof Ethics. If the Committee determines, after payment of amounts hereunder, that
\nthe Participant has engaged in Gross Misconduct during the prescribed period,
\nthe Participant (or the Participant153s beneficiary) shall repay to Wal-Mart, or
\nthe applicable Employer, any amount in excess of that to which the Participant
\nis entitled under this Section 5.6.<\/p>\n

ARTICLE VI. <\/strong><\/p>\n

ADMINISTRATION <\/strong><\/p>\n\n\n\n
6.1<\/strong><\/td>\nGeneral. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Committee is responsible for the administration of the Plan and is
\ngranted the following rights and duties:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Committee shall have the exclusive duty, authority and discretion to
\ninterpret and construe the provisions of the Plan, to determine eligibility for
\nand the amount of any benefit payable under the Plan, and to decide any dispute
\nwhich may rise regarding the rights of Participants (or their beneficiaries)
\nunder this Plan;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Committee shall have the authority to adopt, alter, and repeal such
\nadministrative rules, regulations, and practices governing the operation of the
\nPlan as it shall from time to time deem advisable;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The Committee may appoint a person or persons to act on behalf of, or to
\nassist, the Committee in the administration of the Plan, establishment of forms
\n(including electronic forms) desirable for Plan operation, and such other
\nmatters as the Committee deems necessary or appropriate;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

The decision of the Committee in matters pertaining to this Plan shall be
\nfinal, binding, and conclusive upon Wal-Mart, any Related Affiliate, the
\nParticipant, the Participant153s beneficiary, and upon any person affected by such
\ndecision, subject to the claims procedure set forth in Article VII; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

In any matter relating solely to a Committee member153s individual rights or
\nbenefits under this Plan, such Committee member shall not participate in any
\nCommittee proceeding pertaining to, or vote on, such matter.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 24 –<\/p>\n

\n\n\n\n
6.2<\/strong><\/td>\nAllocation and Delegation of Duties. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Committee shall have the authority to allocate, from time to time, by
\ninstrument in writing filed in its records, all or any part of its respective
\nresponsibilities under the Plan to one or more of its members as may be deemed
\nadvisable, and in the same manner to revoke such allocation of responsibilities.
\nIn the exercise of such allocated responsibilities, any action of the member to
\nwhom responsibilities are allocated shall have the same force and effect for all
\npurposes hereunder as if such action had been taken by the Committee. The
\nCommittee shall not be liable for any acts or omissions of such member. The
\nmember to whom responsibilities have been allocated shall periodically report to
\nthe Committee concerning the discharge of the allocated responsibilities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Committee shall have the authority to delegate, from time to time, by
\nwritten instrument filed in its records, all or any part of its responsibilities
\nunder the Plan to such person or persons as the Committee may deem advisable
\n(and may authorize such person to delegate such responsibilities to such other
\nperson or persons as the Committee shall authorize) and in the same manner to
\nrevoke any such delegation of responsibility. Any action of the delegate in the
\nexercise of such delegated responsibilities shall have the same force and effect
\nfor all purposes hereunder as if such action had been taken by the Committee.
\nThe Committee shall not be liable for any acts or omissions of any such
\ndelegate. The delegate shall periodically report to the Committee concerning the
\ndischarge of the delegated responsibilities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE VII. <\/strong><\/p>\n

CLAIMS PROCEDURE <\/strong><\/p>\n\n\n\n
7.1<\/strong><\/td>\nGeneral. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any claim for benefits under the Plan must be filed by the Participant or
\nbeneficiary (“claimant”) in writing with the Committee or its delegate within
\none (1) year of the Participant153s Separation from Service. If the claim is not
\nfiled within one (1) year of the Participant153s Separation from Service, neither
\nthe Plan nor Wal-Mart or any Related Affiliate shall have any obligation to pay
\nthe benefit and the claimant shall have no further rights under the Plan. If a
\ntimely claim for a Plan benefit is wholly or partially denied, notice of the
\ndecision will be furnished to the claimant by the Committee or its delegate
\nwithin a reasonable period of time, not to exceed sixty (60) days, after receipt
\nof the claim by the Committee or its delegate. Any claimant who is denied a
\nclaim for benefits will be furnished written notice setting forth:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

the specific reason or reasons for the denial;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

specific reference to the pertinent Plan provision upon which the denial is
\nbased;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

a description of any additional material or information necessary for the
\nclaimant to perfect the claim; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 25 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

an explanation of the Plan153s claim review procedure.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
7.2<\/strong><\/td>\nAppeals Procedure. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

To appeal a denial of a claim, a claimant or the claimant153s duly authorized
\nrepresentative:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

may request a review by written application to the Committee not later than
\nsixty (60) days after receipt by the claimant of the written notification of
\ndenial of a claim;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

may review pertinent documents; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

may submit issues and comments in writing.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A decision on review of a denied claim will be made by the Committee not
\nlater than sixty (60) days after receipt of a request for review, unless special
\ncircumstances require an extension of time for processing, in which case a
\ndecision will be rendered within a reasonable period of time, but not later than
\none hundred twenty (120) days after receipt of a request for review. The
\ndecision on review will be in writing and shall include the specific reasons for
\nthe denial and the specific references to the pertinent Plan provisions on which
\nthe decision is based.<\/p>\n

ARTICLE VIII. <\/strong><\/p>\n

MISCELLANEOUS PROVISIONS <\/strong><\/p>\n\n\n\n
8.1<\/strong><\/td>\nAmendment, Suspension or Termination of Plan. <\/strong>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Wal-Mart, by action of the Committee, reserves the right to amend, suspend or
\nto terminate the Plan in any manner that it deems advisable; provided, however,
\nthat in no event shall a Participant153s Account be distributed prior to the
\nParticipant153s Separation from Service (except in the event of a Participant153s
\nUnforeseeable Emergency pursuant to Section 5.5). Notwithstanding the preceding
\nsentence, the Plan may not be amended, suspended or terminated to cause a
\nParticipant to forfeit the Participant153s then-existing Account.<\/p>\n

Notwithstanding the preceding, Wal-Mart may, by action of the Committee
\nwithin the thirty (30) days preceding or twelve (12) months following a change
\nin control (within the meaning of Code Section 409A) of a relevant affiliate,
\npartially terminate the Plan and distribute benefits to all Participants
\ninvolved in such change in control within twelve (12) months after such action,
\nprovided that all plans sponsored by the service recipient immediately after the
\nchange in control (which are required to be aggregated with this Plan pursuant
\nto Code Section 409A) are also terminated and liquidated with respect to each
\nParticipant involved in the change in control.<\/p>\n\n\n\n
8.2<\/strong><\/td>\nNon-Alienability. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

No interest or amounts payable under the Plan may be subject in any manner to
\nanticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
\ncharge, garnishment, execution or levy of any kind, whether voluntary or
\ninvoluntary.<\/p>\n<\/p>\n

– 26 –<\/p>\n

\n\n\n\n
8.3<\/strong><\/td>\nRecovery of Overpayments. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In the event any payments under the Plan are made on account of a mistake of
\nfact or law, the recipient shall return such payment or overpayment to Wal-Mart
\nas requested by Wal-Mart.<\/p>\n\n\n\n
8.4<\/strong><\/td>\nNo Employment Rights. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The rights of a Participant to the payment of benefits as provided in the
\nPlan may not be assigned, transferred, pledged or encumbered or be subject in
\nany manner to alienation or anticipation. No Participant may borrow against his
\nor her interest in the Plan. No interest or amounts payable under the Plan may
\nbe subject in any manner to anticipation, alienation, sale, transfer,
\nassignment, pledge, encumbrance, charge, garnishment, execution or levy of any
\nkind, whether voluntary or involuntary, including but not limited to, any
\nliability which is for alimony or other payments for the support of a spouse or
\nformer spouse, or for any other relative of any Participant.<\/p>\n\n\n\n
8.5<\/strong><\/td>\nNo Right to Bonus. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Nothing contained herein shall be construed as conferring upon the
\nParticipant the right to receive a bonus from the MIP and any award under the
\nWal-Mart Stores, Inc. Stock Incentive Plan of 2005. A Participant153s entitlement
\nto such a bonus or award is governed solely by the provisions of those plans.\n<\/p>\n\n\n\n
8.6<\/strong><\/td>\nWithholding and Employment Taxes. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

To the extent required by law, Wal-Mart or a Related Affiliate will withhold
\nfrom a Participant153s current compensation such taxes as are required to be
\nwithheld for employment taxes. To the extent required by law, Wal-Mart or a
\nRelated Affiliate will withhold from a Participant153s Plan distributions such
\ntaxes as are required to be withheld for federal, Puerto Rican, state or local
\ngovernment income tax purposes.<\/p>\n\n\n\n
8.7<\/strong><\/td>\nIncome and Excise Taxes. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Participant (or the Participant153s Beneficiaries) is solely responsible
\nfor the payment of all federal, Puerto Rican, state and local income and excise
\ntaxes resulting from the Participant153s participation in this Plan.<\/p>\n\n\n\n
8.8<\/strong><\/td>\nSuccessors and Assigns. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The provisions of this Plan are binding upon and inure to the benefit of
\nWal-Mart and each Related Affiliate which is a participating employer, their
\nsuccessors and assigns, and the Participant, the Participant153s beneficiaries,
\nheirs, and legal representatives.<\/p>\n\n\n\n
8.9<\/strong><\/td>\nGoverning Law. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Plan shall be subject to and construed in accordance with the laws of
\nthe State of Arkansas to the extent not preempted by federal law.<\/p>\n<\/p>\n

– 27 –<\/p>\n

\n

IN WITNESS WHEREOF<\/strong>, this amended Officer Deferred
\nCompensation Plan has been executed as of the day of
\n , 2008, to be effective January 1, 2009.<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Attest:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

COMPENSATION, NOMINATING AND<\/strong><\/p>\n

GOVERNANCE COMMITTEE OF THE<\/strong><\/p>\n

WAL-MART STORES, INC. BOARD OF<\/strong><\/p>\n

DIRECTORS<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
\n

Assistant Secretary<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

APPENDIX A <\/strong><\/p>\n

Amounts deferred and vested on or before December 31, 2004 are
\nsubject to the terms of the Plan as it existed as of such date, which Plan is
\nset forth in this Appendix A. The terms of this Appendix A shall not be
\nmaterially modified (as that phrase is defined by Code Section 409A and guidance
\nthereunder), either formally or informally, unless such modification
\nspecifically provides that it is intended to be a material modification within
\nthe meaning of Code Section 409A and guidance thereunder. <\/strong><\/p>\n

WAL-MART STORES, INC. <\/strong><\/p>\n

OFFICER DEFERRED COMPENSATION PLAN <\/strong><\/p>\n

ARTICLE I. <\/strong><\/p>\n

GENERAL <\/strong><\/p>\n\n\n\n
1.1<\/strong><\/td>\nPurpose. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The purpose of the Wal-Mart Stores, Inc. Officer Deferred Compensation Plan
\n(“Plan”) is to: (a) attract and retain the valuable services of certain
\nofficers; (b) recognize, reward, and encourage contributions by such officers to
\nthe success of Wal-Mart Stores, Inc. (“Wal-Mart”) and its Related Affiliates;
\nand (c) enable such officers to defer certain compensation and bonuses, and to
\nbe credited with earnings and Incentive Payments with respect to such amounts.\n<\/p>\n\n\n\n
1.2<\/strong><\/td>\nApplicability to Prior Deferred Compensation
\nAgreements; Effective Date. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Plan was initially effective February l, 1996 with respect to
\ncompensation and bonuses deferred (and credited earnings thereon) under the Plan
\non or after February 1, 1996. In addition, prior to February 1, 1995, certain
\nEligible Officers entered into deferred compensation agreements (“Prior
\nAgreements”) with Wal-Mart containing terms similar to those contained in this
\nPlan. Except as expressly provided herein, effective February 1, 1996 the Prior
\nAgreements were amended and restated in the form of this Plan.<\/p>\n

The Plan as initially adopted effective February 1, 1996, was amended from
\ntime-to-time, most recently by Amendment No. Three to the February 1, 1997
\namended and restated Plan. The effective date of this amended and restated Plan
\nis March 31, 2003, except as otherwise expressly provided herein.<\/p>\n\n\n\n
1.3<\/strong><\/td>\nNature of Plan. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Plan is intended to be (and shall be administered as) an unfunded
\nemployee pension plan benefiting a select group of management or highly
\ncompensated employees under the provisions of the Employee Retirement Income
\nSecurity Act of 1974 (“ERISA”). The Plan shall<\/p>\n

\n

be “unfunded” for tax purposes and for purposes of Title I of ERISA. Any and
\nall payments under the Plan shall be made solely from the general assets of
\nWal-Mart and, to the extent such payments or benefits are attributable to
\nservices with a respective Related Affiliate or Related Affiliates, such Related
\nAffiliate or Related Affiliates. For this purpose, payments or benefits under
\nthe Plan are deemed to be attributable to services with the last Related
\nAffiliate by whom the Participant was employed at or prior to the time benefits
\nbecome payable under Article V. A Participant153s interests under the Plan do not
\nrepresent or create a claim against specific assets of Wal-Mart or any Related
\nAffiliate. Nothing herein shall be deemed to create a trust of any kind or
\ncreate any fiduciary relationship between Wal-Mart, any Related Affiliate or the
\nCommittee, and a Participant, the Participant153s beneficiary or any other person.
\nTo the extent any person acquires a right to receive payments from Wal-Mart or a
\nRelated Affiliate under this Plan, such right is no greater than the right of
\nany other unsecured general creditor of Wal-Mart or such Related Affiliate.<\/p>\n

ARTICLE II. <\/strong><\/p>\n

DEFINITIONS <\/strong><\/p>\n\n\n\n
2.1<\/strong><\/td>\nDefinitions. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Whenever used in this Plan, the following words and phrases have the meaning
\nset forth below unless the context plainly requires a different meaning:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

Code<\/strong><\/p>\n

means the Internal Revenue Code of 1986, as amended from time to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

Committee <\/strong><\/p>\n

means, effective October 1, 2003, the Compensation, Nominating and Governance
\nCommittee of the Board of Directors of Wal-Mart Stores, Inc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

Deferred Bonuses <\/strong><\/p>\n

means the amount deferred from bonuses payable to a Participant under the
\nWal-Mart Stores, Inc. Management Incentive Plan for Officers.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

Deferred Compensation <\/strong><\/p>\n

means: (1) the compensation deferred by a Participant under Section 3.1
\nbelow; and (2) amounts deferred by a Participant under a Prior Agreement(s).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

Disability <\/strong><\/p>\n

means a Total and Permanent Disability as from time to time defined in the
\nWal-Mart Stores, Inc. Profit Sharing Plan (or any successor plan thereto). A
\nParticipant must establish to the satisfaction of the Committee that a
\nDisability exists. A Participant shall be treated as having a Disability only if
\nsuch illness or injury results in the Participant153s Termination of Employment.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[NOTE<\/strong>: The definition of Disability shall be determined in
\naccordance with the following definition in effect under the Wal-Mart Profit
\nSharing and 401(k) Plan (a successor plan to the Wal-Mart Stores, Inc. Profit
\nSharing Plan) as of October 3, 2004: a physical or mental disability resulting
\nfrom a bodily injury or disease or mental disorder which: (a) causes the
\nParticipant to be “disabled” within the<\/p>\n<\/p>\n

– 2 –<\/p>\n

\n\n\n\n
<\/td>\n\n

meaning of Section 223 of the Social Security Act and (b) exists as of the
\nParticipant153s termination of employment. For this purpose, a Participant who is
\ncovered by the Social Security Act must obtain a determination by the Social
\nSecurity Administration that the Participant is “disabled” in order to have a
\nDisability under this Plan. A Participant who is not covered by the Social
\nSecurity Act will be deemed to have a Disability if the Participant provides a
\nwritten certification by a licensed doctor (medicine or osteopathy) who is not a
\nmember of the Participant153s family that the Participant is “disabled” within the
\nmeaning of Section 223 of the Social Security Act. Such definition shall not be
\nmodified on or after October 3, 2004.]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

Early Retirement <\/strong><\/p>\n

means a Participant153s Termination of Employment on or after the date the
\nParticipant has been continuously employed with Wal-Mart or a Related Affiliate
\ntwenty (20) or more years.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

Eligible Officer <\/strong><\/p>\n

means an individual who is a corporate officer of Wal-Mart or a Related
\nAffiliate designated by Wal-Mart as a participating employer, and who holds the
\ntitle of Vice President or above, Treasurer, Controller, or an officer title of
\nsimilar rank as determined by the Committee. In addition, Eligible Officer shall
\ninclude a divisional officer of Wal-Mart or a Related Affiliate designated by
\nWal-Mart as a participating employer, and who holds the title of Vice President
\nor above or an officer title of similar rank as determined by the Committee.
\nNotwithstanding the preceding sentences, the term “Eligible Officer” shall not
\ninclude an individual who entered into a Prior Agreement with Wal-Mart unless
\nsuch individual consents to participation in the Plan on the terms and
\nconditions herein set forth.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

Fiscal Year <\/strong><\/p>\n

means the twelve (12)-month period commencing on February 1 and ending on
\nJanuary 31.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

Grandfathered Account <\/strong><\/p>\n

means the bookkeeping account established by the Committee to reflect a
\nParticipant153s Deferred Compensation, Deferred Bonuses, Incentive Payments, and
\ncredited earnings thereon, which are deferred and vested on or before
\nDecember 31, 2004. Such amount shall be governed at all times by the terms of
\nthis Appendix A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(j)<\/p>\n<\/td>\n

\n

A Participant is deemed to have engaged in Gross Misconduct
\n<\/strong>if the Committee determines that the Participant has engaged in conduct
\ninimical to the best interests of Wal-Mart or any Related Affiliate. Examples of
\nconduct inimical to the best interests of Wal-Mart or its Related Affiliates
\ninclude, without limitation, disclosure of confidential information in violation
\nof Wal-Mart153s Statement of Ethics, theft, the commission of a felony or a crime
\nof moral turpitude, gross misconduct or similar serious offenses.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 3 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(k)<\/p>\n<\/td>\n

Incentive Payments <\/strong><\/p>\n

means the amounts credited to a Participant153s Grandfathered Account: (1) in
\naccordance with Section 4.2 below; and (2) a Participant153s Prior Agreement(s).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(l)<\/p>\n<\/td>\n

Participant <\/strong><\/p>\n

means any Eligible Officer who defers compensation or bonuses under the Plan.
\nAn individual remains a Participant in the Plan until the Participant153s Plan
\nbenefits have been fully distributed.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(m)<\/p>\n<\/td>\n

Plan Year <\/strong><\/p>\n

means: (1) for periods before February 1, 1997, the twelve (12)-month period
\ncommencing on February 1 and ending on January 31; (2) the period from
\nFebruary 1, 1997 through March 31, 1997; and (3) from and after April 1, 1997,
\nthe twelve (12)-month period commencing on April 1 and ending on March 31.
\nNotwithstanding the above, for purposes of the Incentive Payments under
\nSection 4.2, the February 1, 1996 – January 31, 1997 Plan Year and the short
\nFebruary 1, 1997 – March 31, 1997 Plan Year shall be treated as one Plan Year
\nrunning from February 1, 1996 – March 31, 1997.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(n)<\/p>\n<\/td>\n

Related Affiliates <\/strong><\/p>\n

means a business or entity that is, directly or indirectly, fifty-one percent
\n(51%) or more owned by Wal-Mart.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(o)<\/p>\n<\/td>\n

Retirement <\/strong><\/p>\n

means a Participant153s Termination of Employment on or after the Participant153s
\nattainment of age fifty-five (55).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(p)<\/p>\n<\/td>\n

Termination of Employment <\/strong><\/p>\n

means a Participant ceasing to be actively employed by Wal-Mart and its
\nRelated Affiliates. Termination of Employment does not include the transfer of a
\nParticipant from the employ of Wal-Mart to a Related Affiliate or vice<\/u>
\nversa<\/u>, a transfer between Wal-Mart153s Related Affiliates, or periods while
\na Participant is on an approved leave of absence.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(q)<\/p>\n<\/td>\n

Unforeseeable Emergency <\/strong><\/p>\n

means a severe financial hardship to the Participant resulting from a sudden
\nand unexpected illness or accident of the Participant or a Participant153s
\ndependent (as defined in Code Section 152(a)), the loss of the Participant153s
\nproperty due to casualty, or other similar extraordinary and unforeseeable
\ncircumstances arising as a result of events beyond the control of the
\nParticipant. An Unforeseeable Emergency does not exist to the extent such
\nhardship is or may be relieved:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

through reimbursement or compensation by insurance or otherwise;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

by liquidation of the Participant153s assets, to the extent the liquidation of
\nsuch assets would itself not cause severe financial hardship; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

by cessation of deferrals under this Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The need to send a Participant153s child to college or the desire to purchase a
\nhome does not constitute an Unforeseeable Emergency. The existence of an
\nUnforeseeable<\/p>\n<\/p>\n

– 4 –<\/p>\n

\n

Emergency will be determined by the Committee, in its sole discretion, based
\nupon the Participant153s facts and circumstance and in accordance with
\nrestrictions imposed by the Code or guidance thereunder.<\/p>\n\n\n\n
<\/td>\n\n

(r)<\/p>\n<\/td>\n

Annual Valuation Date <\/strong><\/p>\n

means the last day of each Plan Year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE III. <\/strong><\/p>\n

DEFERRED COMPENSATION AND BONUSES: <\/strong><\/p>\n

ESTABLISHMENT OF ACCOUNTS <\/strong><\/p>\n\n\n\n
3.1<\/strong><\/td>\nDeferred Compensation. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For each Plan Year, each Eligible Officer may elect to defer all or a portion
\nof what would otherwise be the Eligible Officer153s federal taxable base
\ncompensation, net of employment taxes and estimated bi-weekly deductions as are
\ndetermined to be in effect on the first day of the deferral period, to be paid
\nfor such Plan Year by Wal-Mart or a Related Affiliate designated by Wal-Mart as
\na participating employer. Amounts deferred (the “Deferred Compensation”) will be
\ndeferred pro ratably for each payroll period of the Plan Year. All deferral
\nelections made under this Section 3.1 must be filed with the Committee on forms
\napproved by the Committee. Deferral elections must be (a) filed no later than
\nthe day preceding the Plan Year for which the deferral election is to be
\neffective; or (b) with respect to an Eligible Officer appointed during the Plan
\nYear, within thirty (30) days of such appointment. Individuals appointed as
\nEligible Officers on or after April 1, 2003 and before October 1, 2003 shall
\nhave thirty (30) days from such latter date to file a deferral election for the
\nbalance of the Plan Year.<\/p>\n

Once made for a Plan Year, a deferral election may not be revoked, changed or
\nmodified. Notwithstanding the preceding sentence, in the event an Eligible
\nOfficer ceases to be employed as an Eligible Officer, such former Eligible
\nOfficer153s deferral election shall automatically cease with respect to
\ncompensation earned on or after the individual ceases to be an Eligible Officer.
\nA deferral election for one (1) Plan Year will not automatically be given effect
\nfor a subsequent Plan Year, so that if deferrals are desired for a subsequent
\nPlan Year, a separate election must be made by the Eligible Officer for such
\nPlan Year. An Eligible Officer153s deferral election shall remain in effect with
\nrespect to any portion of base compensation paid while on a leave of absence,
\nand, if the leave of absence is unpaid, shall resume upon return from the leave
\nof absence during the same Plan Year and shall continue in effect for the
\nbalance of such Plan Year.<\/p>\n\n\n\n
3.2<\/strong><\/td>\nDeferred Bonuses. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each Eligible Officer may elect to defer all or a portion of the Eligible
\nOfficer153s bonus (if any) for a Fiscal Year under the Wal-Mart Stores, Inc.
\nManagement Incentive Plan for Officers. All bonus deferral elections made under
\nthis Section 3.2 must be made on forms approved by the Committee, and be filed
\nwith the Committee: (a) for the 1996-1997 Fiscal Year, no later than January 31,
\n1996; (b) for Fiscal Years beginning on or after February 1, 1997, no later than
\nthe March 31 of the Fiscal Year for which such bonus (if any) is payable; and
\n(c) within thirty (30) days of the individual153s appointment as an Eligible
\nOfficer if the Eligible Officer is newly appointed after March 31 of the Fiscal
\nYear. Individuals appointed as Eligible Officers on or after April 1, 2003 and
\nbefore October 1, 2003 shall have thirty (30) days from such latter date to file
\na bonus deferral election with respect to the February 1, 2003 – January 31,
\n2004 Fiscal Year.<\/p>\n<\/p>\n

– 5 –<\/p>\n

\n

Once made for a Fiscal Year, a bonus deferral election may not be revoked,
\nchanged or modified. Notwithstanding the preceding sentence, in the event an
\nEligible Officer ceases to be employed as an Eligible Officer but remains
\nemployed by Wal-Mart or by one of its Related Affiliates, such former Eligible
\nOfficer153s bonus deferral election shall automatically cease with respect to that
\nportion of a bonus earned on or after the date the individual ceases to be an
\nEligible Officer. For this purpose, the portion of a bonus earned on or after
\nceasing to be an Eligible Officer shall be determined by multiplying the bonus
\nby a fraction, the numerator of which is the number of calendar days in such
\nFiscal Year in which the individual ceased to be an Eligible Officer, and the
\ndenominator of which is the total calendar days in such Fiscal Year. Effective
\nfor those bonuses payable for Fiscal Years beginning on or after February 1,
\n2003, in the event an Eligible Officer ceases to be employed as an Eligible
\nOfficer due to a Termination of Employment, or if an Eligible Officer takes an
\napproved leave of absence, such Eligible Officer153s bonus deferral election shall
\nremain in effect with respect to that portion of a bonus earned while an
\nEligible Officer, even if such bonus is awarded after a Termination of
\nEmployment or while an Eligible Officer is on an approved leave of absence.<\/p>\n

With respect to those Eligible Officers appointed on or after the first day
\nof a Plan Year and who elect to defer all or a portion of their bonus (if any)
\nfor that initial Fiscal Year, such deferral elections shall apply only to that
\nportion of the bonus earned after the date of such election, by multiplying the
\nbonus by a fraction, the numerator of which is the number of calendar days in
\nsuch Fiscal Year in which the individual elected to defer all or a portion of
\ntheir bonus after first becoming appointed as an Eligible Officer, and the
\ndenominator of which is the total calendar days in such Fiscal Year. A bonus
\ndeferral election for one (1) Fiscal Year will not automatically be given effect
\nfor a subsequent Fiscal Year, so that if deferrals are desired for a subsequent
\nFiscal Year, a separate election must be made by the Eligible Officer for such
\nFiscal Year.<\/p>\n\n\n\n
3.3<\/strong><\/td>\nEstablishment of Grandfathered Accounts. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Deferred Compensation, Deferred Bonuses, and Incentive Payments will be
\ncredited to a bookkeeping account (“Grandfathered Account”) established by the
\nCommittee on behalf of each Participant. The Deferred Compensation will be
\ncredited to the Participant153s Grandfathered Account as of the last day of the
\nPlan Year during which the Deferred Compensation would otherwise be payable to
\nthe Participant. The Deferred Bonus will be credited to the Participant153s
\nGrandfathered Account as of the date the bonus would have otherwise been paid in
\ncash. The Incentive Payments will be credited to the Participant153s Grandfathered
\nAccount as of the last day of the Plan Year specified in Section 4.2. A
\nParticipant153s Grandfathered Account, including earnings credited thereto, will
\nbe maintained by the Committee until the Participant153s Plan benefits have been
\npaid in full.<\/p>\n<\/p>\n

– 6 –<\/p>\n

\n\n\n\n
3.4<\/strong><\/td>\nNature of Grandfathered Accounts. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each Participant153s Grandfathered Account will be used solely as a measuring
\ndevice to determine the amount to be paid a Participant under this Plan. The
\nGrandfathered Accounts do not constitute, nor will they be treated as, property
\nor a trust fund of any kind. All amounts at any time attributable to a
\nParticipant153s Grandfathered Account will be, and remain, the sole property of
\nWal-Mart and its Related Affiliates. A Participant153s rights hereunder are
\nlimited to the right to receive Plan benefits as provided herein. The Plan
\nrepresents an unsecured promise by Wal-Mart and the applicable Related Affiliate
\nto pay the benefits provided by the Plan.<\/p>\n\n\n\n
3.5<\/strong><\/td>\nAnnual Valuation of Grandfathered Accounts. <\/strong>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each Participant153s Grandfathered Account will be valued annually as of each
\nAnnual Valuation Date. The value of an Grandfathered Account as of any
\napplicable Annual Valuation Date is the sum of the Grandfathered Account value
\nas of the immediately preceding Annual Valuation Date, the Deferred
\nCompensation, Deferred Bonuses and Incentive Payments allocated as of the
\napplicable Annual Valuation Date, and the equivalent of interest credited to the
\nGrandfathered Account under Section 4.1 as of the applicable Annual Valuation
\nDate, less any distributions for Unforeseeable Emergencies since the preceding
\nAnnual Valuation Date but on or before the applicable Annual Valuation Date.\n<\/p>\n

[Notwithstanding anything herein to the contrary, effective April 1, 2008,
\nGrandfathered Accounts shall be credited with interest on a daily basis. The
\namount of interest to be credited each day shall be a daily rate of simple
\ninterest based on the interest rate in effect for the Plan Year as provided in
\nSection 4.1. Also, effective January 1, 2009, the Plan Year for such purpose
\nshall be the twelve-month period February 1 through January 31, with the period
\nApril 1, 2009 through January 31, 2010 being a short Plan Year. This Appendix A
\nshall be construed in accordance with such modifications. It has been determined
\nthat these modifications do not constitute “material modifications” for purposes
\nof Code Section 409A.]<\/p>\n

ARTICLE IV. <\/strong><\/p>\n

ADDITIONS TO ACCOUNTS : CREDITED EARNINGS <\/strong>\n<\/p>\n

AND INCENTIVE PAYMENTS <\/strong><\/p>\n\n\n\n
4.1<\/strong><\/td>\nCredited Annual Earnings. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For each Plan Year a Participant153s Grandfathered Account will be credited
\nwith the equivalent of interest at the per annum rate established for such Plan
\nYear by the Committee; provided, however, for the February 1, 1997 – March 31,
\n1997 Plan Year, the equivalent of interest shall be credited at one-sixth
\n(1\/6) of the per annum rate so established for such period. The per annum rate
\nmay be increased or decreased for any Plan Year to reflect changes in prevailing
\ninterest rates, as determined at the sole discretion of the Committee. Except
\nfor a Plan Year in which a Participant receives a distribution due to an
\nUnforeseeable Emergency, the amount to be credited to a Participant153s
\nGrandfathered Account as of any Annual Valuation Date is the sum of: (a) the
\napplicable per annum rate multiplied by the Participant153s Grandfathered Account
\nvalue as of the immediately preceding Annual Valuation Date; (b) fifty percent
\n(50%) of the Participant153s Deferred Compensation for the Plan Year ending on the\n<\/p>\n<\/p>\n

– 7 –<\/p>\n

\n

Annual Valuation Date multiplied by the applicable full annum rate; and
\n(c) effective for Deferred Bonuses attributable to Fiscal Years beginning on or
\nafter February 1, 2003, a pro rata amount of interest equivalent at the
\napplicable per annum rate based upon the number of days from the date such bonus
\nwould have otherwise been paid in cash through the applicable Annual Valuation
\nDate.<\/p>\n

[NOTE<\/strong>: The annual rate in effect for a Plan Year for this
\npurpose shall be determined in accordance with the following formula in effect
\nas of October 3, 2004: the rate on 10-year Treasury notes determined as of the
\nfirst business day of January preceding each Plan Year, plus 270 basis points.
\nSuch formula shall not be modified on or after October 3, 2004. Notwithstanding
\nthe preceding, in light of uncertainty regarding whether adjustment of the
\nannual rate would constitute a material modification of the Plan for Code
\nSection 409A purposes, the annual rate was not adjusted for 2005. The annual
\nrate for 2006 and future years will be adjusted in accordance with the above
\nformula.]<\/p>\n

For a Plan Year in which a Participant receives a distribution due to an
\nUnforeseeable Emergency, the amount to be credited to the Participant153s
\nGrandfathered Account as of the applicable Annual Valuation Date is the sum of:
\n(a) an equivalent amount of pro rata interest on the Participant153s Grandfathered
\nAccount value as of the preceding Annual Valuation Date based upon the number of
\nfull calendar months in the Plan Year which the Grandfathered Account was not
\nreduced due to the distribution; (b) an equivalent amount of pro rata interest
\non the Grandfathered Account value immediately after the distribution based upon
\nthe number of calendar months in the Plan Year in which the Participant153s
\nGrandfathered Account was reduced; (c) fifty percent (50%) of the Participant153s
\nDeferred Compensation for the Plan Year ending on the Annual Valuation Date
\nmultiplied by the applicable full annum rate; and (d) effective for Deferred
\nBonuses attributable to Fiscal Years beginning on or after February 1, 2003, a
\npro rata amount of interest equivalent at the applicable per annum rate based
\nupon the number of days from the date such bonus would have otherwise been paid
\nin cash through the applicable Annual Valuation Date.<\/p>\n\n\n\n
4.2<\/strong><\/td>\nIncentive Payments. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Incentive Payments described below will be credited to a Participant153s
\nGrandfathered Account. Incentive Payments awarded and credited to a
\nParticipant153s Grandfathered Account under a Prior Agreement (such Incentive
\nPayments were previously referred to as “incentive bonuses” under the Prior
\nAgreements), and credited interest thereon, will remain credited to a
\nParticipant153s Grandfathered Account hereunder as of January 31, 1996.
\nThereafter, a Participant153s entitlement to an Incentive Payment will be governed
\nby this Section 4.2, including any Incentive Payment which may be awarded with
\nrespect to recognized Deferred Compensation (and credited earnings thereon)
\ndeferred under a Prior Agreement. Incentive Payments hereunder shall not
\nduplicate any Incentive Payment awarded and credited under a Prior Agreement as
\nof January 31, 1996.<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Incentive Payments provided in this Section apply to a
\nParticipant153s recognized Deferred Compensation and Deferred Bonuses for a Plan
\nYear and credited Plan earnings thereon. For this purpose, Deferred Bonuses
\nshall be<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 8 –<\/p>\n

\n\n\n\n
<\/td>\n\n

treated as being “for a Plan Year” for the Plan Year in which Deferred
\nBonuses are allocated to a Participant153s Grandfathered Account under
\nSection 3.3. Incentive Payments are separately awarded based upon a
\nParticipant153s recognized Deferred Compensation and Deferred Bonuses for a given
\nPlan Year and credited Plan earnings thereon. Solely for purposes of this
\nSection 4.2, the February 1, 1996 – January 31, 1997 Plan Year and the short
\nFebruary 1, 1997 – March 31, 1997 Plan Year shall be treated as one Plan Year
\nrunning from February 1, 1996 – March 31, 1997.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The amount of an Incentive Payment is based on the Participant153s recognized
\nDeferred Compensation and Deferred Bonuses for a Plan Year, plus credited Plan
\nearnings on such sums through and including the Incentive Payment award date.
\nThe amount by which a Participant153s Deferred Compensation and Deferred Bonuses
\nfor a Plan Year exceeds twenty percent (20%) of the Participant153s base
\ncompensation will not be recognized in computing an Incentive Payment. Base
\ncompensation for this purpose means the Participant153s annual base rate of
\ncompensation for such Plan Year (proportionately increased for the special Plan
\nYear of February 1, 1996 – March 31, 1997). Credited Plan earnings on such
\nnonrecognized Deferred Compensation or Deferred Bonuses are likewise not taken
\ninto account in determining the amount of an Incentive Payment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

If a Participant remains continuously employed with Wal-Mart or its Related
\nAffiliates for a period of ten (10) consecutive full Plan Years, beginning with
\nthe first day of the first Plan Year in which the Participant had a Deferred
\nCompensation or Deferred Bonus election in effect under this Plan or a Prior
\nAgreement, and ending with the last day of the tenth (10th) Plan Year of such
\nperiod, an Incentive Payment will be credited to the Participant153s Grandfathered
\nAccount as of the last day of such tenth 10th Plan Year. The Incentive Payment
\nwill be equal to twenty percent (20%) of the Participant153s recognized Deferred
\nCompensation and Deferred Bonuses for ten (10), but not less than five (5), Plan
\nYears (i.e., the first six (6) Plan Years of such ten (10)-year period), plus
\ncredited Plan earnings thereon through the award date. For each full Plan Year
\nthereafter in which the Participant remains continuously employed with Wal-Mart
\nor its Related Affiliates, an Incentive Payment will be credited to the
\nParticipant153s Grandfathered Account as of the last day of such Plan Year. Such
\nIncentive Payment will be equal to twenty percent (20%) of the Participant153s
\nrecognized Deferred Compensation and Deferred Bonuses for the first Plan Year of
\nthe five (5)-consecutive Plan Year period ending on the award date, plus
\ncredited Plan earnings thereon through the award date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

If a Participant remains continuously employed with Wal-Mart or
\nits Related Affiliates for a period of fifteen (15) consecutive full Plan Years,
\nbeginning with the first day of the first Plan Year in which the Participant had
\na Deferred Compensation or Deferred Bonuses election in effect under this Plan
\nor a Prior Agreement, and ending with the last day of the fifteenth (15th) Plan
\nYear of such period, an Incentive Payment will be credited to the Participant153s
\nGrandfathered<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 9 –<\/p>\n

\n\n\n\n
<\/td>\n\n

Account as of the last day of such fifteenth (15th) Plan Year. The Incentive
\nPayment will be equal to ten percent (10%) of the Participant153s recognized
\nDeferred Compensation and Deferred Bonuses for fifteen (15), but not less than
\nten (10), Plan Years (i.e., the first six (6) Plan Years of such fifteen
\n(15)-year period), plus credited Plan earnings thereon through the award date.
\nFor each full Plan Year thereafter in which the Participant remains continuously
\nemployed with Wal-Mart or its Related Affiliates, an Incentive Payment will be
\ncredited to the Participant153s Grandfathered Account as of the last day of such
\nPlan Year. Such Incentive Payment will be equal to ten percent (10%) of the
\nParticipant153s recognized Deferred Compensation and Deferred Bonuses for the
\nfirst Plan Year of a ten (10)-consecutive Plan Year period ending on the award
\ndate, plus credited Plan earnings thereon through the award date. The Incentive
\nPayments provided in this Section 4.2(d) shall not take into account Incentive
\nPayments credited under Section 4.2(c) or credited Plan earnings thereon.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

The Incentive Payments provided in this Section 4.2(e) only
\napply if a Participant has been a Participant under the Plan (or a Prior
\nAgreement) for five (5) or more full Plan Years and if the Participant incurs a
\nRetirement, Early Retirement, death or Disability before satisfaction of the ten
\n(10)- or fifteen (15)-year periods described in Sections 4.2 (c) and (d) above,
\nafter taking into account the application of Section 4.2(f). In that event, only
\nthe Incentive Payment next to be credited (i.e., twenty percent (20%) or ten
\npercent (10%)) will be credited to the Participant153s Grandfathered Account as
\nprovided in this Section 4.2(e). In the event the Participant had not yet been
\nawarded or credited with a twenty percent (20 %) Incentive Payment under
\nSection 4.2(c), the Incentive Payment provided by this Section 4.2(e) will be
\nbased upon the ratio of (1) the number of full Plan Years worked since and
\nincluding the first Plan Year in which the Participant had a Deferred
\nCompensation or Deferred Bonus election in effect under this Plan or a Prior
\nAgreement, to (2) ten (10), multiplied by twenty percent (20%). Such Incentive
\nPayment will be based upon recognized amounts for the Plan Years which would
\notherwise have been considered in calculating the Participant153s first Incentive
\nPayment under Section 4.2(c). If the Participant has been awarded a twenty
\npercent (20 %) Incentive Payment provided in Section 4.2 (c), the Incentive
\nPayment .<\/sub>provided by this Section 4.2(e) will be based upon the ratio
\nof (1) the number of full Plan Years worked since the award date of the initial
\ntwenty percent (20%) Incentive Payment, to (2) five (5), multiplied by ten
\npercent (10%). Such Incentive Payment will be based upon recognized amounts for
\nthe Plan Years which would otherwise have been considered in calculating the
\nParticipant153s first Incentive Payment under Section 4.2(d). The Incentive
\nPayment provided under this Section 4.2(e) will be determined and credited to
\nthe Participant153s Grandfathered Account as of the date the Participant153s Plan
\nbenefits are distributed in a lump sum payment. If, however, a Participant153s
\nbenefits are to be distributed in installments, the amounts provided under this
\nSection 4.2(e) will be determined and credited to the Participant153s
\nGrandfathered Account as of the January 31 on which installments are based.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 10 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

The Incentive Payments provided in this Section 4.2(f) apply only with
\nrespect to those Participants who: (1) incur a Termination of Employment on or
\nafter the last day of a Fiscal Year, but before the immediately following last
\nday of a Plan Year (e.g., on or after January 31, but before the next March 31);
\nand (2) who, but for such Termination of Employment before the last day of a
\nPlan Year, would have been credited with an Incentive Payment under
\nSection 4.2(c) and\/or 4.2(d). In that event, the Incentive Payments which would
\nhave been credited to the Participant153s Grandfathered Account but for such early
\nTermination of Employment will be credited to the Participant153s Grandfathered
\nAccount as if the Participant had remained employed with Wal-Mart or its Related
\nAffiliates through the last day of the Plan Year, with no reduction due to the
\nearly Termination of Employment. The Incentive Payments provided under this
\nSection 4.2(f) will be determined and credited to the Participant153s
\nGrandfathered Account as of the date the Participant153s Plan benefits are
\ndistributed in a lump sum payment. If, however, a Participant153s benefits are to
\nbe distributed in installments, the amounts provided under this Section 4.2(f)
\nwill be determined and credited to the Participant153s Grandfathered Account as of
\nthe January 31 on which installments are based.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[NOTE<\/strong>: Incentive Payments are frozen under this Appendix A.
\nFrom and after January 1, 2005, all Incentive Payments shall be made under the
\nPlan, not this Appendix A.<\/p>\n

ARTICLE V. <\/strong><\/p>\n

PAYMENT OF PLAN BENEFITS <\/strong><\/p>\n\n\n\n
5.1<\/strong><\/td>\nDistribution Restrictions.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except in the event of a Participant153s Unforeseeable Emergency, Plan benefits
\nwill not be payable to a Participant prior to the earliest occurrence of the
\nParticipant153s Retirement, Early Retirement, Termination of Employment,
\nDisability or death.<\/p>\n\n\n\n
5.2<\/strong><\/td>\nTermination Benefits.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

General.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In the event of a Participant153s Termination of Employment for reasons other
\nthan the Participant153s Retirement, Early Retirement, Disability or death, the
\nParticipant153s Plan benefits will be distributed in a lump sum under
\nSection 5.2(b) or Section 5.2(c), as applicable, within sixty (60) days after
\nthe end of the calendar month in which the Termination of Employment occurs;
\nprovided, however, that if the Participant153s Termination of Employment occurs
\nafter the Participant has attained age fifty (50), the Participant153s Plan
\nbenefits will be distributed in a lump sum under Section 5.2(b) or
\nSection 5.2(c), as applicable, or, subject to the minimum account value
\nrestrictions of Section 5.6 below, in substantially equal annual installments
\nunder Section 5.2(e) over a period not to exceed fifteen (15) years, in
\naccordance with the Participant153s distribution election given effect under the
\nprovisions of Section 5.6 below.<\/p>\n<\/p>\n

– 11 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Termination on Last Business Day of Plan Year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If the Participant153s Termination of Employment occurs on the last business
\nday (excluding for this purpose, Saturday and Sunday) of a Plan Year, the lump
\nsum amount will be the sum of: (1) the value of the Participant153s Grandfathered
\nAccount, as determined under Section 3.5, as of the Annual Valuation Date
\ncoincident with or immediately following the Participant153s Termination of
\nEmployment and (2) a pro rata amount of interest equivalent (determined at the
\nper annum rate in effect for the Plan Year in which distribution occurs) on the
\namount determined in (1) through the date of distribution based upon the number
\nof calendar days since such Annual Valuation Date.<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Termination on Other Than Last Business Day of Plan Year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If the Participant153s Termination of Employment occurs on a date other than
\nthe last business day (excluding for this purpose, Saturday and Sunday) of a
\nPlan Year, the lump sum amount will equal the sum of: (1) the value of the
\nParticipant153s Grandfathered Account as of the Annual Valuation Date immediately
\npreceding Termination of Employment; (2) a pro rata amount of interest
\nequivalent (determined at the per annum rate in effect for a Plan Year under
\nSection 4.1) on the Participant153s Grandfathered Account value as of such
\nimmediately preceding Annual Valuation Date based upon the number of calendar
\ndays since such Annual Valuation Date through the date of distribution; (3) the
\nParticipant153s Deferred Compensation for the Plan Year in which Termination of
\nEmployment occurs; (4) a pro rata amount of interest equivalent (determined by
\nmultiplying fifty percent (50%) of the amount determined in (3) by the
\napplicable full annum rate in effect for a Plan Year under Section 4.1) based
\nupon the number of calendar days since the Annual Valuation Date immediately
\npreceding Termination of Employment through the date of distribution; and
\n(5) the Participant153s Incentive Payments (if any) as provided in Section 4.2(f).\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Death.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In the event of a Participant153s death before full payment of Plan benefits
\nunder this Section 5.2, payment shall be made (or continue to be made) to the
\nParticipant153s beneficiary designated under Section 5.5 in accordance with
\nParticipant153s separate election for death benefits under Section 5.6, or, with
\nrespect to those Participants in pay status who die on or after October 1, 2003,
\nif the Participant did not designate a beneficiary under Section 5.5 or if no
\nsuch beneficiary survives the Participant, payment shall be made in the form of
\na lump sum to the Participant153s estate.<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Installment Distributions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If distribution is to be made in the form of annual installments pursuant to
\nSection 5.2(a), the Participant153s installments will be based upon the value of
\nthe Participant153s Grandfathered Account as of the January 31 coincident with or
\nimmediately following the Participant153s Termination of Employment. For this
\npurpose, the Participant153s Grandfathered Account value as of such January 31
\nshall be equal to the sum of: (1) the value of the Participant153s Grandfathered\n<\/p>\n<\/p>\n

– 12 –<\/p>\n

\n

Account as of the Annual Valuation Date immediately preceding the
\nParticipant153s Termination of Employment; (2) a pro rata amount of interest
\nequivalent (determined at the applicable per annum rate in effect for a Plan
\nYear under Section 4.1) on the Participant153s Grandfathered Account value as of
\nsuch immediately preceding Annual Valuation Date based upon the number of
\ncalendar days since such Annual Valuation Date through the January 31; (3) the
\nParticipant153s Deferred Compensation for the Plan Year in which Termination of
\nEmployment occurs; (4) the Participant153s Incentive Payments (if any) as provided
\nin Section 4.2(e) or Section 4.2(f); and (5) a pro rata amount of interest
\nequivalent (determined by multiplying fifty percent (50%) of the amount
\ndetermined in (3) by the applicable full annum rate in effect for a Plan Year
\nunder Section 4.1) based upon the number of calendar days since the Annual
\nValuation Date immediately preceding Termination of Employment through such
\nJanuary 31.<\/p>\n

Notwithstanding the preceding paragraph, if the Participant153s Termination of
\nEmployment occurs on a January 31 (excluding for this purpose, Saturday and
\nSunday), the Participant153s installments will be based upon the sum of: (1) the
\nvalue of the Participant153s Grandfathered Account as of the Annual Valuation Date
\nimmediately following the Participant153s Termination of Employment; (2) a pro
\nrata amount of interest equivalent (determined at the applicable per annum rate
\nin effect for a Plan Year under Section 4.1) on the Participant153s Grandfathered
\nAccount value as of such immediately following Annual Valuation Date based upon
\nthe number of calendar days since such Annual Valuation Date through the
\nfollowing January 31; and (3) the Participant153s Incentive Payments (if any) as
\nprovided in Section 4.2(e) or Section 4.2(f).<\/p>\n

The Plan benefits determined above will be paid in equal annual installments
\nin an amount which would fully amortize a loan equal to such Plan benefits over
\nthe period covered by the installment period (such period commencing on the
\nFebruary 1 following the January 31 on which the Participant153s Grandfathered
\nAccount is valued under this Section), with interest calculated at the per annum
\nrate in effect for the Plan Year in which the Participant153s Termination of
\nEmployment occurs. The first installment will be paid as of the January 31
\nfollowing the Participant153s Termination of Employment, and continue on each
\nsuccessive January 31 until the Participant153s benefits are distributed in full.
\nFor purposes of the preceding sentence, it is expressly provided that, if a
\nParticipant153s Termination of Employment occurs on a January 31, the first
\ninstallment will be paid on the next-following January 31.<\/p>\n\n\n\n
5.3<\/strong><\/td>\nRetirement, Early Retirement, and Disability
\nBenefits.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

General.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In the event of a Participant153s Termination of Employment due to the
\nParticipant153s Retirement, Early Retirement or Disability, the Participant153s Plan
\nbenefits will be distributed in a lump sum or in substantially equal annual
\ninstallments over a period not to exceed fifteen (15) years, subject to the
\nminimum account value restrictions of Section 5.6 below and in accordance with
\nthe Participant153s distribution election given effect under the provisions of
\nSection 5.6 below.<\/p>\n<\/p>\n

– 13 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Lump Sum Distributions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If distribution is to be made in the form of a lump sum, the Participant153s
\nPlan benefits will be distributed within sixty (60) days after the end of the
\ncalendar month in which the Retirement, Early Retirement or Disability occurs.
\nIf the Participant153s Retirement, Early Retirement or Disability occurs on the
\nlast business day (excluding for this purpose Saturday and Sunday) of a Plan
\nYear, the lump sum amount will be the sum of: (1) the value of the Participant153s
\nGrandfathered Account, as determined under Section 3.5, as of the Annual
\nValuation Date coincident with or immediately following the Participant153s
\nRetirement, Early Retirement or Disability; (2) a pro rata amount of interest
\nequivalent (determined at the per annum rate in effect for the Plan Year in
\nwhich distribution occurs) on the amount determined in (1) through the date of
\ndistribution based upon the number of calendar days since such Annual Valuation
\nDate; and (3) the Participant153s Incentive Payment (if any) as provided in
\nSection 4.2(e).<\/p>\n

If the Participant153s Retirement, Early Retirement or Disability occurs on a
\ndate other than the last business day (excluding for this purpose Saturday and
\nSunday) of a Plan Year, the lump sum amount will equal the sum of: (1) the value
\nof the Participant153s Grandfathered Account as of the Annual Valuation Date
\nimmediately preceding Retirement, Early Retirement or Disability; (2) a pro rata
\namount of interest equivalent (determined at the per annum rate in effect for a
\nPlan Year under Section 4.1) on the Participant153s Grandfathered Account value as
\nof such immediately preceding Annual Valuation Date based upon the number of
\ncalendar days since such Annual Valuation Date through the date of distribution;
\n(3) the Participant153s Deferred Compensation for the Plan Year in which
\nRetirement, Early Retirement or Disability occurs; (4) the Participant153s
\nIncentive Payments (if any) as provided in Section 4.2(e) or Section 4.2(f); and
\n(5) a pro rata amount of interest equivalent (determined by multiplying fifty
\npercent (50%) of the amount determined in (3) by the applicable full annum rate
\nin effect for a Plan Year under Section 4.1) based upon the number of calendar
\ndays since the Annual Valuation Date immediately preceding Retirement, Early
\nRetirement or Disability through the date of distribution.<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Installment Distributions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If distribution is to be made in the form of annual installments, the
\nParticipant153s installments will be based upon the value of the Participant153s
\nGrandfathered Account as of the January 31 coincident with or immediately
\nfollowing the Participant153s Retirement, Early Retirement or Disability. For this
\npurpose, the Participant153s Grandfathered Account value as of such January 31
\nshall be equal to the sum of: (1) the value of the Participant153s Grandfathered
\nAccount as of the Annual Valuation Date immediately preceding the Participant153s
\nRetirement, Early Retirement or Disability; (2) a pro rata amount of interest
\nequivalent (determined at the applicable per annum rate in effect for a Plan
\nYear under Section 4.1) on the Participant153s Grandfathered Account value as of
\nsuch immediately preceding Annual Valuation Date based upon the number of
\ncalendar days since such Annual Valuation Date through the January 31; (3) the
\nParticipant153s Deferred Compensation for the Plan Year in which Retirement, Early
\nRetirement or Disability occurs; (4) the Participant153s Incentive Payments (if
\nany) as provided in Section 4.2(e) or Section 4.2(f); and (5) a pro rata amount
\nof interest equivalent (determined<\/p>\n<\/p>\n

– 14 –<\/p>\n

\n

by multiplying fifty percent (50%) of the amount determined in (3) by the
\napplicable full annum rate in effect for a Plan Year under Section 4.1) based
\nupon the number of calendar days since the Annual Valuation Date immediately
\npreceding Retirement, Early Retirement or Disability through such January 31.\n<\/p>\n

Notwithstanding the preceding paragraph, if the Participant153s Retirement,
\nEarly Retirement or Disability occurs on a January 31 (excluding for this
\npurpose, Saturday and Sunday), the Participant153s installments will be based upon
\nthe sum of: (1) the value of the Participant153s Grandfathered Account as of the
\nAnnual Valuation Date immediately following the Participant153s Retirement, Early
\nRetirement or Disability; (2) a pro rata amount of interest equivalent
\n(determined at the applicable per annum rate in effect for a Plan Year under
\nSection 4.1) on the Participant153s Grandfathered Account value as of such
\nimmediately following Annual Valuation Date based upon the number of calendar
\ndays since such Annual Valuation Date through the following January 31; and
\n(3) the Participant153s Incentive Payments (if any) as provided in Section 4.2(e)
\nor Section 4.2(f).<\/p>\n

The Plan benefits determined above will be paid in equal annual installments
\nin an amount which would fully amortize a loan equal to such Plan benefits over
\nthe period covered by the installment period (such period commencing on the
\nFebruary 1 following the January 31 on which the Participant153s Grandfathered
\nAccount is valued under this Section), with interest calculated at the per annum
\nrate in effect for the Plan Year in which the Participant153s Retirement, Early
\nRetirement or Disability occurs. The first installment will be paid as of the
\nJanuary 31 following the Participant153s Retirement, Early Retirement or
\nDisability, and continue on each successive January 31 until the Participant153s
\nbenefits are distributed in full. For purposes of the preceding sentence, it is
\nexpressly provided that, if a Participant153s Retirement, Early Retirement or
\nDisability occurs on a January 31, the first installment will be paid on the
\nnext-following January 31.<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Death.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In the event of a Participant153s death before full payment of Plan benefits
\nunder this Section 5.3, payment shall be made (or continue to be made) to the
\nParticipant153s beneficiary designated under Section 5.5 in accordance with
\nParticipant153s separate election for death benefits under Section 5.6, or, with
\nrespect to those Participants in pay status who die on or after October 1, 2003,
\nif the Participant did not designate a beneficiary under Section 5.5 or if no
\nsuch beneficiary survives the Participant, payment shall be made in the form of
\na lump sum to the Participant153s estate.<\/p>\n\n\n\n
5.4<\/strong><\/td>\nDeath Benefits.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

General.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In the event of a Participant153s Termination of Employment due to the
\nParticipant153s death, the Participant153s Plan benefits will be distributed in a
\nlump sum or, subject to the minimum account value restrictions of Section 5.6
\nbelow, in substantially equal annual installments over a period not to exceed
\nfifteen (15) years, in accordance with the Participant153s distribution election
\ngiven effect under the provisions of Section 5.6 below. Amounts will be
\ndistributed to the beneficiary designated under 5.5 below.<\/p>\n<\/p>\n

– 15 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Lump Sum Distributions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If distribution is to be made in the form of a lump sum, the Participant153s
\nPlan benefits will be distributed within sixty (60) days after the end of the
\ncalendar month in which the Participant153s death occurs. If the Participant153s
\ndeath occurs on the last business day (excluding for this purpose Saturday and
\nSunday) of a Plan Year, the lump sum amount will be the sum of: (1) the value of
\nthe Participant153s Grandfathered Account, as determined under Section 3.5, as of
\nthe Annual Valuation Date coincident with or immediately following the
\nParticipant153s death; (2) a pro rata amount of interest equivalent (determined at
\nthe per annum rate in effect for the Plan Year in which distribution occurs) on
\nthe amount determined in (1) through the date of distribution based upon the
\nnumber of calendar days since such Annual Valuation Date; and (4) the
\nParticipant153s Incentive Payment (if any) as provided in Section 4.2(e).<\/p>\n

If the Participant153s death occurs on a date other than the last business day
\n(excluding for this purpose Saturday and Sunday) of a Plan Year, the lump sum
\namount will equal the sum of: (1) the value of the Participant153s Grandfathered
\nAccount as of the Annual Valuation Date immediately preceding the Participant153s
\ndeath; (2) a pro rata amount of interest equivalent (determined at the per annum
\nrate in effect for a Plan Year on the Participant153s Grandfathered Account value
\nas of the immediately preceding Annual Valuation Date based upon the number of
\nfull calendar days since such Annual Valuation Date through date of
\ndistribution; and (3) the Participant153s Incentive Payments (if any) as provided
\nin Section 4.2(e) or Section 4.2(f).<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Installment Distributions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If distribution is to be made in the form of annual installments, the
\ninstallments will be based upon the value of the Participant153s Grandfathered
\nAccount as of the January 31 coincident with or immediately following the
\nParticipant153s death. For this purpose, a Participant153s Grandfathered Account
\nvalue as of such January 31 shall be determined in accordance with the manner
\nspecified in Section 5.3(c). The Plan benefits determined–<\/sup> above will
\nbe paid in equal annual installments in an amount which would fully amortize a
\nloan equal to such Plan benefits over the period covered by the installment
\nperiod (such period commencing on the February 1 following the January 31 on
\nwhich the Participant153s Grandfathered Account is valued under this Section),
\nwith interest calculated at the per annum rate in effect for the Plan Year in
\nwhich the Participant153s death occurs. The first installment will be paid as of
\nthe January 31 coincident with or following the Participant153s death; and
\ncontinue on each successive January 31 until the Participant153s benefits are
\ndistributed in full. For purposes of the preceding sentence, it is expressly
\nprovided that if a Participant dies on a January 31, the first installment will
\nbe paid on the next-following January 31.<\/p>\n<\/p>\n

– 16 –<\/p>\n

\n\n\n\n
5.5<\/strong><\/td>\nDesignation of Beneficiary.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A Participant may, by written or electronic instrument delivered to the
\nCommittee in the form prescribed by the Committee, designate primary and
\ncontingent beneficiaries to receive any benefit payments which may be payable
\nunder this Plan following the Participant153s death, and may designate the
\nproportions in which such beneficiaries are to receive such payments. Any such
\ndesignation will apply to both the Participant153s Account (as defined in the
\nPlan) and his or her Grandfathered Account, if any; a Participant may not
\ndesignate different beneficiaries for his or her Account and Grandfathered
\nAccount. A Participant may change such designations from time to time and the
\nlast written designation filed with the Committee prior to the Participant153s
\ndeath will control. In the event no beneficiary is designated, or if the
\ndesignated beneficiary predeceases the Participant, payment shall be payable to
\nthe Participant153s estate. For this purpose, a Participant153s most recent written
\nbeneficiary designation properly filed under a Prior Agreement shall continue to
\nbe given effect until otherwise modified in accordance with the provisions of
\nthis Section.<\/p>\n\n\n\n
5.6<\/strong><\/td>\nForm of Distribution.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If a Participant153s Termination of Employment is due to the Participant153s
\nRetirement, Early Retirement Disability or death, or occurs after the
\nParticipant has attained age fifty (50), distribution may be made, at the
\nParticipant153s election, in a lump sum or in substantially equal annual
\ninstallments over a period not to exceed fifteen (15) years; provided, however,
\nwith respect to Terminations of Employment occurring on or after October 1,
\n2003, an installment election will be given effect only if, as of the date on
\nwhich any lump sum payment would be valued, the participant153s Grandfathered
\nAccount is valued at greater than fifty-thousand dollars ($50,000). Any
\nParticipant whose Grandfathered Account is valued at less than fifty-thousand
\ndollars as of the date on which any lump sum payment would be valued shall be
\ndefaulted to a lump sum payment. A Participant may file a distribution election
\nwith the Committee on forms prescribed by the Committee. A distribution
\nelection, once given effect under this Section 5.6, will apply to the
\nParticipant153s total Plan benefits. A Participant may, however, file a separate
\nelection for death benefits payable under Section 5.2 – 5.4. To be given effect
\nunder this Section 5.6, any distribution election for benefits payable under
\nSection 5.2 or Section 5.3 to the Participant must have been filed with the
\nCommittee at least six (6) full calendar months before the occurrence of an
\nevent entitling the Participant to a distribution thereunder. If a Participant153s
\ndistribution election has not been on file with the Committee for the full six
\n(6)-month period, it will not be recognized or given effect by the Plan. In that
\nevent, distribution will be made in accordance with the Participant153s most
\nrecent distribution election which was filed with the Committee at least six
\n(6) months prior to the Participant153s Retirement, Early Retirement, Disability,
\nor Termination of Employment after age fifty (50). The six (6)- month period
\nprovided above shall not apply to death benefits payable under Section 5.2 –
\n5.4. For purposes of this Section 5.6, a Participant153s last distribution
\nelection filed with Wal-Mart under a Prior Agreement will be given effect for
\nthe Participant153s total Plan benefits until superseded or amended by the
\nParticipant in accordance with the provisions of this Section, except that death
\nbenefits under Section 5.4 will be paid in a lump sum unless an affirmative
\nelection to the contrary is filed by the Participant. If the Participant has not
\nbeen a Participant in the Plan for at least six (6) months prior to the
\nParticipant153s Retirement, Early Retirement Disability, or<\/p>\n<\/p>\n

– 17 –<\/p>\n

\n

Termination of Employment after age fifty (50), the Participant153s initial
\ndistribution election filed with Wal-Mart will be given effect. For purposes of
\nthis Section 5.6, it is expressly provided that any installment election which
\nwould be given effect hereunder for benefits payable under Section 5.3 shall
\nautomatically be given effect for Participants who incur a Termination of
\nEmployment on or after June 1, 1999 and after attaining age fifty (50), without
\nthe consent or ratification of any such Participant.<\/p>\n\n\n\n
5.7<\/strong><\/td>\nReductions Arising from a Participant153s Gross
\nMisconduct.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A Participant153s Plan benefits are contingent upon the Participant not
\nengaging in Gross Misconduct while employed with Wal-Mart or any Related
\nAffiliate, or during such additional period as provided in Wal-Mart153s Statement
\nof Ethics. Notwithstanding anything herein to the contrary, in the event the
\nCommittee determines that the Participant has engaged in Gross Misconduct during
\nthe prescribed period: (a) the Participant shall forfeit all Incentive Payments,
\nand credited Plan earnings thereon; and (b) earnings credited to the
\nParticipant153s Grandfathered Account derived from Deferred Compensation and
\nDeferred Bonuses shall be recalculated for each Plan Year to reflect the amount
\nwhich would otherwise have been credited if the applicable per annum rate were
\nfifty percent (50%) of the per annum153 rate in effect for such Plan Year. Under
\nno circumstances will a Participant forfeit any portion of the Participant153s
\nDeferred Compensation or Deferred Bonuses. Any payments received hereunder by a
\nParticipant (or the Participant153s beneficiary) are contingent upon the
\nParticipant not engaging (or not having engaged) in Gross Misconduct while
\nemployed with Wal-Mart or any Related Affiliate, or during such additional
\nperiod as provided in Wal-Mart153s Statement of Business Ethics. If the Committee
\ndetermines, after payment of amounts hereunder, that the Participant has engaged
\nin Gross Misconduct during the prescribed period, the Participant (or the
\nParticipant153s beneficiary) shall repay to Wal-Mart, or the applicable Related
\nAffiliate, any amount in excess of that to which the Participant is entitled
\nunder this Section 5.7.<\/p>\n\n\n\n
5.8<\/strong><\/td>\nDistributions for Unforeseeable Emergencies.<\/strong>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In the event of an Unforeseeable Emergency, the Committee, in its sole and
\nabsolute discretion and upon written application of such Participant, may direct
\nimmediate distribution of all or a portion of the Participant153s Plan benefits.
\nThe Committee will permit distribution because of an Unforeseeable Emergency
\nonly to the extent reasonably needed to satisfy the emergency need.<\/p>\n

Notwithstanding anything herein to the contrary, the provisions of this
\nparagraph apply in the event a Participant receives a distribution under this
\nSection 5.8, the Participant153s Termination of Employment for any reason occurs
\non a date other than the last business day of a Fiscal Year (excluding for this
\npurpose Saturday or Sunday), and the Participant153s benefits hereunder for any
\nreason are paid in the same Fiscal Year in which the Participant received a
\ndistribution for Unforeseeable Emergencies under this Section 5.8. In that
\nevent, the Participant153s lump sum amount calculated under Sections 5.2, 5.3, or
\n5.4 will be reduced by the amount distributed under this Section 5.8 and the
\napplicable interest equivalent will be calculated in a manner consistent with
\nSection 4.1.<\/p>\n<\/p>\n

– 18 –<\/p>\n

\n

ARTICLE VI. <\/strong><\/p>\n

ADMINISTRATION <\/strong><\/p>\n\n\n\n
6.1<\/strong><\/td>\nGeneral.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Committee is responsible for the administration of the Plan and is
\ngranted the following rights and duties:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Committee shall have the exclusive duty, authority and discretion to
\ninterpret and construe the provisions of the Plan, to determine eligibility for
\nand the amount of any benefit payable under the Plan, and to decide any dispute
\nwhich may rise regarding the rights of Participants (or their beneficiaries)
\nunder this Plan;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Committee shall have the authority to adopt, alter, and repeal such
\nadministrative rules, regulations, and practices governing the operation of the
\nPlan as it shall from time to time deem advisable;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The Committee may appoint a person or persons to act on behalf of, or to
\nassist, the Committee in the administration of the Plan, establishment of forms
\n(including electronic forms) desirable for Plan operation, and such other
\nmatters as the Committee deems necessary or appropriate;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

The decision of the Committee in matters pertaining to this Plan shall be
\nfinal, binding, and conclusive upon Wal-Mart, any Related Affiliate, the
\nParticipant, the Participant153s beneficiary, and upon any person affected by such
\ndecision, subject to the claims procedure set forth in Article VII; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

In any matter relating solely to a Committee member153s individual rights or
\nbenefits under this Plan, such Committee member shall not participate in any
\nCommittee proceeding pertaining to, or vote on, such matter.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE VII. <\/strong><\/p>\n

CLAIMS PROCEDURE <\/strong><\/p>\n\n\n\n
7.1<\/strong><\/td>\nGeneral.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any claim for benefits under the Plan must be filed by the Participant or
\nbeneficiary (“claimant”) in writing with the Committee or its delegate. If a
\nclaim for a Plan benefit is wholly or partially denied, notice of the decision
\nwill be furnished to the claimant by the Committee or its delegate within a
\nreasonable period of time, not to exceed sixty (60) days, after receipt of the
\nclaim by the Committee or its delegate. Any claimant who is denied a claim for
\nbenefits will be furnished written notice setting forth:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

the specific reason or reasons for the denial;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 19 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

specific reference to the pertinent Plan provision upon which the denial is
\nbased;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

a description of any additional material or information necessary for the
\nclaimant to perfect the claim; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

an explanation of the Plan153s claim review procedure.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
7.2<\/strong><\/td>\nAppeals Procedure.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

To appeal a denial of a claim, a claimant or the claimant153s duly authorized
\nrepresentative:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

may request a review by written application to the Committee not later than
\nsixty (60) days after receipt by the claimant of the written notification of
\ndenial of a claim;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

may review pertinent documents; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

may submit issues and comments in writing.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A decision on review of a denied claim will be made by the Committee not
\nlater than sixty (60) days after receipt of a request for review, unless special
\ncircumstances require an extension of time for processing, in which case a
\ndecision will be rendered within a reasonable period of time, but not later than
\none hundred twenty (120) days after receipt of a request for review. The
\ndecision on review will be in writing and shall include the specific reasons for
\nthe denial and the specific references to the pertinent Plan provisions on which
\nthe decision is based.<\/p>\n

ARTICLE VIII. <\/strong><\/p>\n

MISCELLANEOUS PROVISIONS <\/strong><\/p>\n\n\n\n
8.1<\/strong><\/td>\nAmendment, Suspension or Termination of Plan.<\/strong>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Wal-Mart, by action of the Committee, reserves the right to amend, suspend or
\nto terminate the Plan in any manner that it deems advisable. Notwithstanding the
\npreceding sentence, the Plan may not be amended, suspended or terminated to
\ncause a Participant to forfeit the Participant153s then-existing Grandfathered
\nAccount.<\/p>\n\n\n\n
8.2<\/strong><\/td>\nNon-Alienability.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The rights of a Participant to the payment of benefits as provided in the
\nPlan may not be assigned, transferred, pledged or encumbered or be subject in
\nany manner to alienation or anticipation. No Participant may borrow against the
\nParticipant153s interest in the Plan. No interest or amounts payable under the
\nPlan may be subject in any manner to anticipation, alienation, sale, transfer,
\nassignment, pledge, encumbrance, charge, garnishment, execution or levy of any
\nkind, whether voluntary or involuntary, including but not limited to, any
\nliability which is for alimony or other payments for the support of a spouse or
\nformer spouse, or for any other relative of any Participant.<\/p>\n<\/p>\n

– 20 –<\/p>\n

\n\n\n\n
8.3<\/strong><\/td>\nNo Employment Rights.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Nothing contained herein shall be construed as conferring upon the
\nParticipant the right to continue in the employ of Wal-Mart or any of its
\nRelated Affiliates as an officer or in any other capacity.<\/p>\n\n\n\n
8.4<\/strong><\/td>\nNo Right to Bonus.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Nothing contained herein shall be construed as conferring upon the
\nParticipant the right to receive a bonus from the Wal-Mart Stores, Inc.
\nManagement Incentive Plan for Officers. A Participant153s entitlement to such a
\nbonus is governed solely by the provisions of that plan.<\/p>\n\n\n\n
8.5<\/strong><\/td>\nWithholding and Employment Taxes.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

To the extent required by law, Wal-Mart, or a Related Affiliate will withhold
\nfrom a Participant153s current compensation or from Plan distributions, as the
\ncase may be, such taxes as are required to be withheld for federal, state or
\nlocal government purposes.<\/p>\n\n\n\n
8.6<\/strong><\/td>\nIncome and Excise Taxes.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Participant (or the Participant153s beneficiaries or estate) is solely
\nresponsible for the payment of all federal, state and local income and excise
\ntaxes resulting from the Participant153s participation in this Plan.<\/p>\n\n\n\n
8.7<\/strong><\/td>\nSuccessors and Assigns.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The provisions of this Plan are binding upon and inure to the benefit of
\nWal-Mart and each Related Affiliate which is a participating employer, their
\nsuccessors and assigns, and the Participant, the Participant153s beneficiaries,
\nheirs, and legal representatives.<\/p>\n\n\n\n
8.8<\/strong><\/td>\nGoverning Law.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Plan shall be subject to and construed in accordance with the laws of
\nthe State of Arkansas to the extent not preempted by federal law.<\/p>\n<\/p>\n

– 21 –<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9281],"corporate_contracts_industries":[9495],"corporate_contracts_types":[9539,9542],"class_list":["post-40221","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-wal-mart-stores-inc","corporate_contracts_industries-retail__department","corporate_contracts_types-compensation","corporate_contracts_types-compensation__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40221","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40221"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40221"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40221"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40221"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}