EXHIBIT 10.1


            
            SEPARATION AGREEMENT


             


            
            This Separation Agreement (the “Agreement”) is made and
            entered into on the 21st day of January, 2008, between John B. Menzer(the
            “Associate”) and Wal-Mart Stores, Inc., a Delaware corporation, and its
            affiliates and subsidiaries (collectively “Wal-Mart”).


            
             


            
                	
                            
                             

                        	
                            
                            WHEREAS, the Associate is
                            separating from employment from Wal-Mart; and

                        


            


             


            
            WHEREAS, the Associate and Wal-Mart wish to
            express the understandings and agreements they have reached concerning the
            Associate’s separation from employment and have set forth those understandings
            and agreements in this Agreement;


             


            
            NOW, THEREFORE, for good and sufficient
            consideration, the sufficiency of which the parties acknowledge, the parties agree as
            follows:


            
             


            
                	
                            
                             

                        	
                            
                            1.

                        	
                            
                            Separation Date. The
                            parties acknowledge that the Associate’s employment with Wal-Mart
                            will terminate on March 1, 2008 (the “Separation
                            Date”).

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            2.

                        	
                            
                            Prior Agreement. The
                            Associate and Wal-Mart acknowledge that this Agreement supersedes their
                            respective obligations as set forth in the
                            Special Stock Option Grant, Post-Termination
                            Agreement and Covenant Not to Compete, dated
                            July 23, 1998, as amended by the Amendment to
                            Agreement, dated December 12, 2005 (the
                            “Non-Competition Agreement”), a copy of which is attached
                            hereto as Exhibit
                            A, and that upon execution of this
                            Agreement the Non-Competition Agreement shall have no further force and
                            effect, and the rights and obligations of the Associate and Wal-Mart
                            shall be governed solely by the terms of this Agreement. The Associate
                            and Wal-Mart acknowledge that immediately prior to the execution of
                            this Agreement, the Associate was subject, under the terms of the
                            Non-Competition Agreement and the Amendment, to a covenant not to
                            compete with Wal-Mart for a period of two (2) years from the date on
                            which the Associate’s employment with Wal-Mart terminates. For
                            good and sufficient consideration, as described in Section 3 of this
                            Agreement, and subject to the modifications and under the terms set
                            forth in Section 9, the Associate agrees to an extension in the term of
                            such covenant not to compete.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            3.

                        	
                            
                            Separation Benefits.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            a)

                        	
                            
                            Transition Payments.
                            Subject to compliance with Sections 5(b)(iv), 6, 7, 8,
                            and 9 of this Agreement, the Associate will receive total separation
                            payments in the amount of
                            $6,710,916, less applicable
                            withholding. As soon as practical after the Separation Date, but not to
                            exceed 30 days after the Separation Date, the Associate will receive
                            the first installment in a lump-sum payment in the amount of
                            $520,000, less applicable
                            withholding. Within 30 days of the date six months after the Separation
                            Date, the Associate will receive the second installment in a lump-sum
                            payment in the amount of
                            $4,580,916, less applicable
                            withholding. Thereafter, the Associate will receive the
                            remaining
                            $1,610,000, less applicable
                            withholding, over an 18 month period in equal bi-weekly installments
                            beginning six (6) months after the Separation Date.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            b)

                        	
                            
                            Unvested Stock. Wal-Mart
                            and Associate acknowledge that Associate currently has unvested
                            restricted stock grants (including performance-based restricted stock)
                            representing 384,006 shares of Wal-Mart common stock and unvested
                            performance shares granted to him under the
                            Wal-Mart Stores, Inc. Stock Incentive Plan of 1998,
                            as amended January 15, 2004, and the
                            Wal-Mart Stores, Inc. Stock Incentive Plan of
                            2005 (collectively the “Plan”)
                            and under the restricted stock awards and the performance share awards
                            relating to such grants (the “Awards”). As consideration
                            for extending the term of the covenant not to compete as described
                            in Sections 2 and 9 of this Agreement and for other good and sufficient
                            consideration, the vesting of
                            222,404 shares of the
                            Associate’s unvested restricted stock awards will be accelerated
                            to the Separation Date, as set forth in
                            Exhibit
                            B. All other
                            terms of such restricted stock awards, as set forth in the Plan and the
                            Awards, shall continue in full force and effect. All other restricted
                            stock awards and other equity awards (including stock options and
                            performance shares) issued under Wal-Mart’s equity

                        


            


             

            
            


            

            

            
            incentive plans that are not vested as of the Separation Date shall be
            forfeited and cancelled as of the Separation Date.


             


            
                	
                            
                             

                        	
                            
                            4.

                        	
                            
                            Other Benefits. After the
                            Separation Date, Wal-Mart will provide the Associate certain benefits
                            in accordance with the terms and conditions of the plan or program
                            pursuant to which such benefits were issued:

                        


            


             


            
                	
                            
                             

                        	
                            
                            a)

                        	
                            
                            COBRA. At the
                            Associate’s election, the Associate may choose to continue the
                            Associate’s group medical and dental coverage for up to eighteen
                            (18) months from the Separation Date under the Consolidated Omnibus
                            Budget Reconciliation Act (“COBRA”).

                        


            


             


            
                	
                            
                             

                        	
                            
                            b)

                        	
                            
                            Incentive Payments. In
                            order to be eligible to receive an incentive payment under the Wal-Mart
                            Stores, Inc. Management Incentive Plan (the “MIP”) for the
                            fiscal year ending January 31, 2008, the Associate must remain employed
                            with Wal-Mart through January 31, 2008. The Associate will not be
                            entitled to a payment under the MIP for the fiscal year ending January
                            31, 2009.

                        


            


             


            
                	
                            
                             

                        	
                            
                            c)

                        	
                            
                            Associate Discount Card.
                            During the Non-Compete Period (as defined below), Associate and his
                            spouse will be allowed to continue to use their Associate Discount
                            Cards on the same terms and conditions as existed prior to
                            Associate’s separation of employment.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            d)

                        	
                            
                            Other Payments and Benefits.
                            The Associate is not entitled to any other payments or
                            benefits not provided for in this Agreement, unless the payment or
                            benefit is provided for through the Associate’s participation in
                            an established Wal-Mart-sponsored plan. In addition, unless otherwise
                            provided for in the plan, the Associate’s participation in all
                            Wal-Mart-sponsored benefit plans or programs will end on the Separation
                            Date.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            e)

                        	
                            
                            Section 409A.
                            Notwithstanding anything contained herein or in any Wal-Mart-sponsored
                            plan to the contrary, the Associate acknowledges that any and all
                            distributions of benefits under any Wal-Mart deferred compensation
                            plan, which are subject to Section 409A of the Internal Revenue Code of
                            1986, as amended (“Section 409A”), shall not commence until
                            six (6) months after the Separation Date. For purposes of Section 409A
                            and, in particular, the Wal-Mart Stores, Inc. Supplemental Executive
                            Separation Plan, the Wal-Mart Stores, Inc. Officer Deferred
                            Compensation Plan and Wal-Mart’s stock incentive plans, the
                            Associate will incur a “separation from service” as of the
                            Separation Date. Additionally, for purposes of Section 409A, the right
                            to a series of installment payments under Section 3(a) of this
                            Agreement shall be treated as a right to a series of separate
                            payments.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            5.

                        	
                            
                            Releases.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            a)

                        	
                            
                            Release and Waiver of Claims.
                            The Associate hereby agrees to release, acquit, and
                            forever discharge Wal-Mart, its affiliates, or their directors,
                            officers, shareholders, employees, agents, successors, and assigns, of
                            and from any and all claims, causes of action, and demands, including
                            without limitation any claim for damages, costs, attorneys’ fees,
                            expenses, and compensation whatsoever, whether known or unknown,
                            arising out of or related to the Associate’s employment with
                            Wal-Mart or the separation therefrom. The Associate also releases any
                            and all claims the Associate may have that arose prior to the date of
                            this Agreement, and hereby specifically waives and releases all claims
                            under Title VII of The Civil Rights Act of 1964, as amended, the Civil
                            Rights Act of 1991, the Americans With Disabilities Act, the Age
                            Discrimination in Employment Act, as amended (the “ADEA”),
                            COBRA, the Family and Medical Leave Act, the Employee Retirement Income
                            Security Act of 1974, as amended, the National Labor Relations Act, the
                            Fair Labor Standards Act, and any and all state or local statutes,
                            ordinances, or regulations, as well as all claims arising under
                            federal, state, or local law involving wrongful discharge, intentional
                            infliction of emotional distress, the tort of outrage, or any other
                            contract or tort claims.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            b)

                        	
                            
                            Release of Age Discrimination Claims.
                            With respect to the Associate’s release and waiver
                            of claims under the ADEA as described in Section 5(a) above, the
                            Associate agrees and acknowledges the following:

                        


            


             


            
            2


             

            
            


            

            

            
            


            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            The Associate has reviewed this Agreement carefully and
                            understands its terms and conditions. The Associate has been advised,
                            and by this Agreement is again advised, to consult with an attorney of
                            the Associate’s choice prior to entering into this
                            Agreement.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (ii)

                        	
                            
                            The Associate shall have twenty-one (21) days from
                            receipt of this Agreement to consider and execute the Agreement.
                            Following the execution by the Associate of this Agreement, the
                            Associate shall have a period of seven (7) days during which to revoke
                            the waiver and release of any claims that arise under the ADEA, which
                            shall not have the
                            effect of revoking the waiver and release of any other claims. In the
                            event of a revocation of the Associate’s waiver and release of
                            ADEA claims, the Associate shall furnish written notice thereof during
                            the seven (7) day period immediately following execution of the
                            Agreement to Kathi Child, Senior Vice President of Global
                            Compensation.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (iii)

                        	
                            
                            The Associate’s waiver of the Associate’s
                            ADEA rights is knowing and voluntary, that the waiver does not include
                            any ADEA rights which may arise after the execution of this Agreement,
                            and that the Associate is receiving consideration hereunder to which
                            the Associate would otherwise not be entitled in the absence of the
                            Associate’s release of claims under the ADEA.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (iv)

                        	
                            
                            No payments will be made to the Associate under this
                            Agreement until after: the Associate has executed and delivered this
                            Agreement to Wal-Mart, the above-mentioned seven-day revocation period
                            has expired, and the Associate has separated from employment as set
                            forth in paragraph 1 of this Agreement.

                        


            


             


            
                	
                            
                             

                        	
                            
                            c)

                        	
                            
                            Limitation of Release.
                            Nothing herein shall limit or impede Associate’s right to file or
                            pursue an administrative charge with, or participate in, any
                            investigation before the Equal Employment Opportunity Commission, any
                            federal or state agency, to file a claim for unemployment compensation
                            benefits, and/or any causes of action which by law Associate may not
                            legally waive. Associate agrees, however, that if he or anyone asking
                            on his behalf, brings any action concerning or related to any cause of
                            action or liability released in this Agreement, he waives any right to,
                            and will not accept, any payments, monies, damages, or other relief,
                            awarded in connection therewith.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            6.

                        	
                            
                            Confidential Information.
                            The Associate agrees that the Associate will not at any
                            time directly or indirectly use or disclose any confidential
                            information obtained during the course of his employment with Wal-Mart,
                            except when previously authorized by Wal-Mart in
                            writing. ”Confidential Information” means information
                            designated as such by Wal-Mart pertaining to the business of Wal-Mart,
                            and includes, without limitation, trade secrets obtained by the
                            Associate during the course of, or as a result of, his employment with
                            Wal-Mart, including, without limitation, information regarding
                            processes, suppliers (including the terms, conditions, or other
                            business arrangements with suppliers), advertising and marketing plans
                            and strategies, profit margins, seasonal plans, goals, objectives,
                            projections, compilations, and analyses regarding Wal-Mart’s
                            business, trade secrets, salary, staffing, compensation, promotion,
                            diversity objectives and other employment-related data, and any
                            know-how, techniques, practices or non-public technical information
                            regarding the business of Wal-Mart. On or prior to the Separation Date,
                            the Associate shall return to Wal-Mart all documentation, programs,
                            software, equipment, statistics, and other written business materials
                            concerning Wal-Mart and any competitor of Wal-Mart. The Associate
                            acknowledges that the obligations set out herein with respect to
                            Confidential Information will remain in effect for a period of seven
                            (7) years following the date of this Agreement, or until such time as
                            the Confidential Information becomes public other than through
                            publication by the Associate.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            7.

                        	
                            
                            Cooperation. The Associate
                            may from time to time after the Separation Date be called upon to
                            testify or provide information to Wal-Mart in connection with
                            employment-related and other legal proceedings against Wal-Mart. The
                            Associate will provide reasonable assistance to, and will cooperate
                            with, Wal-Mart in connection with any litigation, arbitration, or
                            judicial or non-judicial administrative proceedings that may exist or
                            may subsequently arise regarding events about which the Associate has
                            knowledge. Wal-Mart will compensate the Associate for reasonable travel
                            expenses and other

                        


            


             


            
            3


             

            
            


            

            

            
            expenses incidental to any such cooperation provided to Wal-Mart, based
            upon mutually agreeable terms and conditions to be negotiated by the
            parties.


            
             


            
                	
                            
                             

                        	
                            
                            8.

                        	
                            
                            Non-disclosure, Non-disparagement, and
                            Non-solicitation. The Associate shall not: a)
                            discuss or disclose the existence or terms of this Agreement with
                            anyone, except as provided below; b) make disparaging comments
                            regarding Wal-Mart, its business strategies and operations, and any of
                            Wal-Mart’s officers, directors, associates, shareholders, and
                            affiliates; or c) solicit any current associate working for Wal-Mart to
                            leave their employment, or to provide names or referrals of current
                            Wal-Mart associates to any third party including recruiters,
                            “headhunters” or others, either official or unofficial,
                            seeking to hire, place or refer for employment. The Associate agrees
                            and understands that the terms of this Agreement are CONFIDENTIAL
                            including the existence, fact and terms of this Agreement and the fact
                            that money was paid to the Associate. The Associate warrants to have
                            not disclosed the above to anyone prior to signing and will not
                            disclose to anyone the existence, fact and terms of this Agreement,
                            except for the Associate’s spouse, attorney, and financial
                            advisor, all of whom shall be informed of the confidential nature of
                            this Agreement and agree to abide by its terms. The Associate further
                            warrants that the Associate has not solicited any other current
                            Wal-Mart associate for employment elsewhere.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            9.

                        	
                            
                            Covenant Not to Compete.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            a)

                        	
                            
                            Associate agrees, promises, and covenants that for a
                            period of three (3) years from the Separation Date (the
                            “Non-Compete Period”), Associate will not directly or
                            indirectly: own, manage, operate, finance, join, control, advise,
                            consult, render services to, have a current or future interest in, or
                            participate in the ownership, management, operation, financing, or
                            control of, or be employed by or connected in any manner with, any
                            Competing Business as defined below in Section 9(b), without regard to
                            the geographic location of such Competing Business, due to the
                            sensitive and far-reaching nature of the duties of Associate’s
                            position at Wal-Mart.

                        


            


             


            
            b)   For purposes of this Agreement, the term “Competing
            Business” shall include any general or specialty retail, wholesale, or
            merchandising business that sells goods or merchandise of the types sold by Wal-Mart at
            retail to consumers that is: (i) located within the United States, or any other country
            in which Wal-Mart or its affiliates either operate a store or are known by Associate to
            have plans to open or acquire an operation within the Non-Compete Period, and that (ii)
            has gross annual sales volume or revenues attributable to its retail operations in
            excess of U.S. $2 billion, or is reasonably expected to have gross sales volume or
            revenues of more than U.S. $2 billion in either the current fiscal year or the next
            following fiscal year. “Competing Business” as of the date of this
            Agreement shall specifically include, but is not limited to, the following companies
            and any successor thereto: Target Corporation, Costco Co. Inc., Best Buy Co., Inc., The
            Home Depot, Inc., Dollar General Corp., Family Dollar Stores, Inc., Kohls Corporation,
            Hudson’s Bay Company, Carrefour S.A., The Kroger Co., Tesco plc, Metro AG,
            Koninklijke Ahold N.V., J C Penny Co., Inc., Sears Holdings Corp., Aldi Einkauf GmbH
            & Co. oHG, Lidl Stiftung & Co. KG, J Sainsbury plc, WM Morrison Supermarkets
            Plc, Ito-Yokado Co., Ltd., AEON Co., Ltd, Groupe Auchan SA, Toys “R” Us,
            Inc., Loblaw Companies Limited, Casino Guichard-Perrachon S.A., Woolworths Ltd
            (Australia), Grupo Gigante, S.A. de C.V., Controladora Comercial Mexicana S.A. de C.V.,
            Organizacion Soriana S.A. de C.V., Dollar Tree Stores, Inc., Reliance Industries
            Limited, and Safeway Inc. (USA) and Plc (UK).


            
             


            
                	
                            
                             

                        	
                            
                            c)

                        	
                            
                            Ownership of an investment of less than the greater of
                            $25,000 or one percent (1%) of any class of equity or debt security of
                            a Competing Business will not be deemed ownership or participation in
                            ownership of a Competing Business for purposes of this
                            Agreement.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            10.

                        	
                            
                            Statement of Ethics.
                             The Associate has read and understands the
                            provisions of Wal-Mart’s Statement of Ethics (PD-10) and agrees
                            to abide by the provisions thereof to the extent applicable to former
                            Wal-Mart associates. The Associate further acknowledges that the
                            Associate has complied with the applicable Statement of Ethics during
                            the Associate’s employment. The discovery of a failure to abide
                            by the Statement of Ethics, whenever discovered, shall entitle Wal-Mart
                            to suspend and recoup any payments paid or due under this Agreement or
                            any other agreements between the parties.

                        


            


             


            
            4


             

            
            


            

            

            
            


            
                	
                            
                             

                        	
                            
                            11.

                        	
                            
                            Advice of Counsel.
                             The Associate has been advised to consider this
                            Agreement carefully and to review it with legal counsel of the
                            Associate’s choice. The Associate understands the provisions of
                            this Agreement and has been given the opportunity to seek independent
                            legal advice before signing this Agreement.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            12.

                        	
                            
                            Non-Admission.  The
                            parties acknowledge that the terms and execution of this Agreement are
                            the result of negotiation and compromise, that this Agreement is
                            entered into in good faith, and that this Agreement shall never be
                            considered at any time or for any purpose as an admission of liability
                            by Wal-Mart or that Wal-Mart acted wrongfully with respect to the
                            Associate, or any other person, or that the Associate has any rights or
                            claims whatsoever against Wal-Mart arising out of or from the
                            Associate’s employment. Wal-Mart specifically denies any
                            liability to the Associate on the part of itself, its employees, its
                            agents, and all other persons and entities released herein.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            13.

                        	
                            
                            Return of Company Property.
                             As soon as practical after the Separation Date,
                            the Associate will return all Wal-Mart-owned property including but not
                            limited to computers, hand-held computing devices (e.g, Treó,
                            Goodlink, Blackberry, etc.), cell phones, documents, files, computer
                            files, keys, ID’s and credit cards.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            14.

                        	
                            
                            Taxes.  The Associate
                            acknowledges and agrees that the Associate is responsible for paying
                            all taxes (other than FICA taxes imposed on Wal-Mart with respect to
                            Associate’s income) and related penalties, and interest on the
                            Associate’s income. Wal-Mart will withhold taxes, including from
                            amounts or benefits payable under this agreement and from restricted
                            stock accelerated under this agreement, and report them to tax
                            authorities, as it determines it is required to do. Wal-Mart has not
                            warranted to the Associate that taxes and penalties will not be imposed
                            under Section 409A. The Associate will indemnify Wal-Mart and hold
                            it harmless with respect to all such taxes, penalties, and interest
                            (other than FICA taxes imposed on Wal-Mart with respect to the
                            Associate’s income).

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            15.

                        	
                            
                            Remedies for Breach.
                             With respect to any breach of this Agreement by
                            the Associate, the Associate agrees to indemnify and hold Wal-Mart
                            harmless from and against any and all loss, cost, damage, or expense,
                            including, but not limited to, attorneys’ fees, incurred by
                            Wal-Mart, and to return immediately to Wal-Mart all of the monies
                            previously paid to the Associate by Wal-Mart under this Agreement,
                            provided, however, that such repayment shall not constitute a waiver by
                            Wal-Mart of any other remedies available under this Agreement or by
                            law, including injunctive relief.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            16.

                        	
                            
                            Miscellaneous.

                        


            


             


            
                	
                            
                             

                        	
                            
                            a)

                        	
                            
                            Entire Agreement. This
                            Agreement contains the entire agreement and understanding of the
                            parties, and no prior statements by either party will be binding unless
                            contained in this Agreement or incorporated by reference in this
                            Agreement. In addition, to be binding on the parties, any handwritten
                            changes to this Agreement must be initialed and dated by the Associate
                            and the authorized representative of Wal-Mart whose signature appears
                            below.

                        


            


             


            
                	
                            
                             

                        	
                            
                            b)

                        	
                            
                            Conflict with Exhibits. If
                            the terms and provisions of this Agreement conflict with the terms and
                            provisions of any exhibit to this Agreement, the terms and provisions
                            of this Agreement will govern.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            c)

                        	
                            
                            Severability. If any
                            portion or provision of this Agreement is found to be unenforceable or
                            invalid, the parties agree that the remaining portions will remain in
                            full force and effect. The parties will negotiate in good faith to give
                            such unenforceable or invalid provisions the effect the parties
                            intended.

                        


            


             


            
                	
                            
                             

                        	
                            
                            d)

                        	
                            
                            Section Titles. Section
                            titles are informational only and are not to be considered in
                            construing this Agreement.

                        


            


             


            
                	
                            
                             

                        	
                            
                            e)

                        	
                            
                            Successors and Assigns. The
                            parties acknowledge that this Agreement will be binding on their
                            respective successors, assigns, and heirs.

                        


            


             


            
            5


             

            
            


            

            

            


            
                	
                            
                             

                        	
                            
                            f)

                        	
                            
                            Governing Law and Dispute Resolution.
                            The parties agree that this Agreement will be construed
                            pursuant to, and governed in accordance with, the laws of the State of
                            Delaware, without regard to the conflicts of law. The parties agree
                            that they will first attempt to resolve any disputes arising under this
                            Agreement through good faith negotiations that any litigation hereunder
                            shall be brought in the U.S. District Court for the Western District of
                            Arkansas or a state court of competent jurisdiction in Benton County,
                            Arkansas, and that venue and jurisdiction in those courts shall be
                            proper.

                        


            


             


             


            
                	
                        ACCEPTED AND AGREED:	
                         	
                         
	
                         	
                         	
                         
	
                         	
                         	
                         
	
                         	
                         	
                         
	
                            
                            JOHN B. MENZER

                        	
                            
                             

                        	
                            
                            WAL-MART STORES, INC.

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            /s/John B. Menzer

                        	
                            
                             

                        	
                            
                            By:

                        	
                            
                            /s/Thomas D. Hyde

                        
	
                            
                            

                            

                        	
                            
                             

                        	
                            
                             

                        	
                            
                            

                            

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                            Name:

                        	
                            
                            Thomas D. Hyde

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                            

                            

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                            Title:

                        	
                            
                            Executive Vice President

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                            

                            

                        
	
                        	
                        	
                        	
                        	
                        


            


             


             


            
            6


             

            
            


            

            

            
            Exhibit A


             

            
            


            

            

            
            SPECIAL STOCK OPTION GRANT, POST-TERMINATION


            
            AGREEMENT AND COVENANT NOT TO COMPETE


             


            
            This Special Stock Option Grant, Post-Termination Agreement, and
            Covenant Not to Compete is entered into this 23rd day of July, 1998 by and between
            Wal-Mart Stores, Inc. (hereinafter “Wal-Mart”) and John B. Menzer
            (hereinafter “the Associate”). The parties agree as follows:


             


            
                	
                            
                             

                        	
                            
                            1. ACKNOWLEDGMENTS.
                            As part of this Agreement, the parties specifically
                            acknowledge that

                        


            


             


            
            (A) Wal-Mart is a major retail operation, with stores located throughout
            the United States and in certain foreign locations;


             


            
            (B) the Associate presently holds a position as Executive Vice President
            and Chief Financial Officer of Wal-Mart, and is a key executive as defined by the
            Executive Committee;


             


            
            (C) as an essential part of its business, Wal-Mart has cultivated long
            term customer and vendor relationships and goodwill, which are difficult to develop and
            maintain, which require a significant investment of time, effort, and expense, and
            which can suffer significantly upon the departure of key executives;


             


            
            (D) in the development of its business, Wal-Mart has also expended a
            significant amount of time, money, and effort in developing and maintaining
            confidential, proprietary, and trade secret information which, if disclosed or misused,
            could harm Wal-Mart’s business and its competitive position in the retail
            marketplace;


             


            
            (E) as Executive Vice President and Chief Financial Officer, the
            Associate has access to confidential and proprietary trade secret information and other
            confidential information, including business plans and strategies, that would be of
            considerable value to Wal-Mart’s competitors; and


             


            
            (F) Wal-Mart is entitled to take appropriate steps to ensure (i) that
            its Associates do not make use of confidential information gained during the course of
            their employment with Wal-Mart and (ii) that no individual associate or competing
            entity gains an unfair competitive advantage over Wal-Mart.


             


            
            2. SPECIAL STOCK OPTION GRANT.
            If the Associate executes this Agreement on or before July 31, 1998,
            Wal-Mart will award to the Associate a Special Stock Option Grant equivalent to One
            Hundred Percent (100%) of the Associate’s base salary in effect on the date of
            this Agreement. The Special Stock Option Grant will be in addition to any other stock
            options, restricted stock, stock grants, or similar entitlements that the employee may
            receive, or may previously have received, under any other plan or program maintained by
            Wal-Mart. The Special Stock Option Grant will vest in seven equal annual installments
            commencing one (1) year from the date of the grant, and shall in all regards be
            governed by the terms of the Wal-Mart Stores, Inc. Stock Option Plan.


             


            
            3. TRANSITION PAYMENTS.
            In the event that Wal-Mart should initiate the termination of the
            Associate’s employment, Wal-Mart will, for a period of two (2) years from the
            effective date of such termination (“the Transition Period”), continue to
            pay the Associate his or her base salary at the rate in effect on the date of
            termination, subject to such withholding as may be required by law and subject to the
            following conditions and offsets:


             


            
            (A) Transition Payments will not be payable if the Associate is
            terminated as the result of a violation of Wal-Mart policy;


             


            
            (B) In the event that the Associate is demoted or reassigned so that he
            or she ceases to be a key executive as defined or determined by the Executive
            Committee, the Associate will no longer be bound by the Covenant Not to Compete set
            forth in Paragraph 4 below and will cease to be eligible for any of the benefits or
            payments (e.g., Transition Payments) provided by this Agreement. In addition, it is
            understood that, upon ceasing to be a key executive, the Associate would forfeit the
            stock options granted by this Agreement, but only to the extent that those options have
            not vested as of the date of demotion or reassignment;


             


            
            (C) No Transition Payments will be payable if the Associate voluntarily
            resigns or retires from his or her employment with Wal-Mart;


             

            
            


            

            

            


            
            (D) Given the availability of other programs designed to provide
            financial protection in such circumstances, Transition Payments will not be payable
            under this Agreement in the event of the Associate’s death or disability. If the
            Associate should die during the Transition Period, Transition Payments will cease at
            that time, and his or her heirs will have no entitlement to the continuation of such
            payments. Transition Payments will not be affected by the disability of the Associate
            during the Transition Period.


             


            
            (E) Transition Payments will be offset by any amounts that the Associate
            may earn during the Transition Period by virtue of self-employment or employment with,
            or involvement in, an entity other than a Competing Business as defined in Paragraph
            4(B) below. Violation by the Associate of his obligations under Paragraph 4 or
            Paragraph 5 below, or any other act that is materially harmful to Wal-Mart’s
            business interests, during the, Transition Period will result in the immediate
            termination of Transition Payments in addition to arty other remedies that may be
            available to Wal-Mart;


             


            
            (F) Transition Payments will be payable on such regularly scheduled
            paydays as may be adopted and instituted by Wal-Mart for its other salaried
            employees.


             


            
            (G) Receipt of Transition Payments will not entitle the Associate to
            participate during the Transition Period in any of the other incentive, stock option,
            profit sharing, or other associate benefit plans or programs maintained by Wal-Mart,
            and the Associate shall be entitled to participate in such plans or programs only to
            the extent that the terms of the plan or program provide for participation by former
            associates. Such participation, if any, shall be governed by the terms of the
            applicable plan or program.


             


            
            4. COVENANT NOT TO COMPETE.
            In exchange for the Special Stock Option Grant set forth in Paragraph 2,
            for his or her inclusion in the Transition Payment program set forth in Paragraph 3,
            and for other good and valuable consideration, the Associate agrees, promises, and
            covenants as follows:


             


            
            (A) For a period of two (2) years from the date on which his or her
            employment with Wal-Mart terminates, and regardless of the cause or reason for such
            termination, the Associate will not directly or indirectly


             


            
            (i) own, manage, operate, finance, join, control, advise, consult,
            render services to, have a current or future interest in, or participate in the
            ownership, management, operation, financing, or control of, or be employed by or
            connected in any manner with, any Competing Business as defined below in Paragraph
            4(B); or


             


            
            (ii) solicit for employment, hire or offer employment to, or otherwise
            aid or assist any person or entity other than Wal-Mart in soliciting for employment,
            hiring, or offering employment to, any employee of Wal-Mart or any of its
            affiliates;


             


            
            (B) For purposes of this Agreement, the term “Competing
            Business” shall include any general or specialty retail, wholesale, or
            merchandising business that sells goods or merchandise of the types sold by Wal-Mart at
            retail to consumers that (i) is located within the United States or any other country
            in which Wal-Mart or its affiliates either operate a store or are known to the
            Associate to have plans to open or acquire an operation within the next twenty-four
            (24) months, and (ii) that has gross annual sales volume or revenues attributable to
            its retail operations in excess of U.S. $2 billion or is reasonably expected to have
            gross sales volume or revenues of more than U.S. $2 billion in either the current
            fiscal year or the next following fiscal year. “Competing Business” as of
            the date of this Agreement shall specifically include, but is not limited to, such
            entities as Target/Dayton Hudson, Costco, K-Mart, Home Depot, Dollar General, Family
            Dollar, Kohls, Hudson Bay Company, Carrefour, HEB, and Fred Meyers.


             


            
            (C) Ownership of an investment of less than the greater of $25,000 or 1%
            of any class of equity or debt security of a Competing Business will not be deemed
            ownership or participation in ownership of a Competing Business for purposes of this
            Agreement.


             


            
            (D) The covenant not to compete contained in this Paragraph 4 shall be
            binding upon the Associate, and shall remain in full force and effect, regardless of
            whether the Associate qualifies, or continues to remain eligible, for the Transition
            Payments described in Paragraph 3 above. Termination of the Transition Payments
            pursuant to Paragraph 3 will not release the Associate from his or her obligations
            under this Paragraph 4.


             

            
            


            

            

            


            
            5. PRESERVATION OF CONFIDENTIAL
            INFORMATION. The Associate agrees that he or she will not at
            any time, directly or indirectly, use or disclose any Confidential Information obtained
            during the course of his or her employment with Wal-Mart except as may be authorized by
            Wal-Mart. “Confidential Information” shall include any non-public
            information pertaining to Wal-Mart’s business, and shall include information
            obtained by the Associate during the course of, or as a result of, his or her
            employment with Wal-Mart, including, without limitation, information regarding
            Wal-Mart’s processes, suppliers (including the terms, conditions, or other
            business arrangements with such suppliers), advertising and marketing plans and
            strategies, profit margins, seasonal plans, goals, objectives and projections,
            compilations, analyses, and projections regarding Wal-Mart’s business, trade
            secrets, salary, staffing, compensation, and other employment data, and any
            “know-how,” techniques, practice or any technical information not of a
            published nature regarding Wal-Mart’s business.


             


            
            6. REMEDIES FOR
            BREACH. The parties shall each be entitled to pursue all
            legal and equitable rights and remedies to secure performance of their respective
            obligations and duties under this Agreement, and enforcement of one or more of these
            rights and remedies will not preclude the parties from pursuing any other rights and
            remedies. The Associate acknowledges that a breach of the provisions of Paragraph 4 or
            Paragraph 5 above could result in substantial and irreparable damage to
            Wal-Mart’s business, and that the restrictions contained in Paragraphs 4 and 5
            are a reasonable attempt by Wal-Mart to protect its rights and to safeguard its
            confidential information. The Associate expressly agrees that upon a breach or a
            threatened breach by the Associate of the provisions of Paragraph 4 or Paragraph 5,
            Wal-Mart will be entitled to injunctive relief to restrain such violation, and the
            Associate hereby expressly consents to the entry of such temporary, preliminary, and/or
            permanent injunctive relief as may be necessary to enjoin the violation of Paragraph 4
            or Paragraph 5. The parties further agree that any action relating to the
            interpretation, validity, or enforcement of this Agreement shall be brought in the
            appropriate state or federal court encompassing Benton County, Arkansas, and the
            parties hereby expressly consent to the jurisdiction of such courts. The Associate
            further agrees that in any claim or action involving the execution, interpretation,
            validity, or enforcement of this Agreement, he or she will seek satisfaction
            exclusively from the assets of Wal-Mart, and will hold harmless all of Wal-Mart’s
            individual directors, officers, employees, and representatives.


             


            
            7. SEVERABILITY. In
            the event that a court of competent jurisdiction shall determine that any portion of
            this Agreement is invalid or otherwise unenforceable, the parties agree that the
            remaining portions of the Agreement shall remain in full force and effect. The parties
            also expressly agree that if any portion of the covenant not to compete set forth in
            Paragraph 4 shall be deemed unenforceable, then the Agreement shall automatically be
            deemed to have been amended to incorporate such terms as will render the covenant
            enforceable to the maximum extent permitted by law.


             


            
            8. NATURE OF THE RELATIONSHIP.
            Nothing contained in this Agreement shall be deemed or construed to
            constitute a contract of employment for a definite term. The parties acknowledge that
            the Associate is not employed by Wal-Mart for a definite term, and that either party
            may sever the employment relationship at any time and for any reason not otherwise
            prohibited by law.


             


            
            9. ENTIRE AGREEMENT.
            This document contains the entire understanding and agreement between
            the Associate and Wal-Mart regarding the subject matter of this Agreement. This
            Agreement supersedes and replaces any and all prior understandings or agreements
            between the parties regarding this subject, and no representations or statements by
            either party shall be deemed binding unless contained herein.


             


            
            10. MODIFICATION.
            This Agreement may not be amended, modified, or altered except in a
            writing signed by both parties or their designated representatives.


             


            
            11. SUCCESSORS AND ASSIGNS.
            This Agreement will inure to the benefit of, and will be binding upon,
            Wal-Mart, its successors and assigns, and on the Associate and his or her heirs,
            successors, and assigns. No rights or obligations under this Agreement may be assigned
            to any other person without the express written consent of all parties
            hereto.


             


            
            12. COUNTERPARTS.
            This Agreement may be executed in counterparts, in which case each of
            the two counterparts will be deemed to be an original and the final counterpart will be
            deemed to have been executed in Bentonville, Arkansas.


             

            
            


            

            

            


            
            13. GOVERNING LAW.
            This Agreement shall be governed by, and construed in accordance with,
            the laws of the State of Arkansas.


             


            
            14. STATEMENT OF UNDERSTANDING.
            By signing below, the Associate acknowledges (a) that he or she has
            received a copy of this Agreement, (b) that he or she has read the Agreement carefully
            before signing it, (c) that he or she has had ample opportunity to ask questions
            concerning the Agreement and has had the opportunity to discuss the Agreement with
            legal counsel of his or her own choosing, and (d) that he or she understands his or her
            rights and obligations under this Agreement, and enters into this Agreement
            voluntarily.


             


             


            
            WAL-MART STORES, INC.


             


            	By:	     /s/S. Robson
                    Walton	 	 	/s/John B. Menzer
	 	
                        

                    	 	 	
                        

                    
	 	 	S. Robson Walton	 	 	John B. Menzer



            	 	Chairman of the Board	 	 	 
	 	 	 	 	 
	 	  	 	 	 
	 	 	 	 	 
	 	July 23, 1998	 	 	July 23, 1998
	 	
                        

                    	 	 	
                        

                    
	 	Date	 	 	Date



             


             


             

            
            


            

            

            
            AMENDMENT TO AGREEMENT


             


            
            This Amendment to Agreement (“Amendment”) is made and
            entered into on the 12th day of December, 2005, between John B. Menzer (“the
            Associate”), and Wal-Mart Stores, Inc., a Delaware corporation, and its
            affiliates and subsidiaries (collectively “Wal-Mart”).


             


            
            WHEREAS, The Associate and Wal-Mart have
            entered into an agreement concerning, among other things, restrictions on the
            Associate’s employment after terminating from employment with Wal-Mart (the
            “Transition Agreement”); and


             


            
            WHEREAS, by this Amendment the Associate
            and Wal-Mart wish to amend certain provisions of the Transition Agreement relating to
            post-employment payments by Wal-Mart to the Associate;


             


            
            NOW THEREFORE, for good and sufficient
            consideration, the sufficiency of which the parties acknowledge, the parties agree as
            follows:


             


            
            1.     
            Transition Payments. The Associate and
            Wal-Mart agree that the existing language in the Transition Agreement concerning the
            timing of post-employment payments shall be superseded by the following
            language:


            
             


            
            The Associate will receive Transition Payments based on the
            Associate’s base salary on the date of termination (the
            “Salary”). The first Transition Payment shall be an amount equal to
            six months’ Salary, less applicable withholding, and shall be paid on the date of
            termination or as soon thereafter as practical. Subsequent Transition Payments shall
            commence at the end of the regularly scheduled pay period six months after the date of
            termination, and each such payment shall be an amount equal to the Associate’s
            biweekly Salary payment, less applicable withholding, which will continue for the
            period set forth in the Transition Agreement.


            
             


            
                	
                        APPROVED AND AGREED:	
                        	
                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                            WAL-MART STORES, INC.

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            /s/John B. Menzer

                        	
                            
                             

                        	
                            
                            By:

                        	
                            
                            /s/S. Robson Walton

                        
	
                            
                            

                            

                        	
                            
                             

                        	
                            
                             

                        	
                            
                            

                            

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        


            


             


             

            
            


            

            

            
            Exhibit B


             


            
                	
                            
                            Grant Date

                        	
                            
                            Number of Shares to be
                            Accelerated

                        	
                            
                            Original Vesting Date

                        
	
                            
                            February 21, 1997

                        	
                            
                              8,334

                        	
                            
                            Upon retirement on or after age 65

                        
	
                            
                            August 12, 1998

                        	
                            
                               7,031

                        	
                            
                            Upon retirement on or after age 65

                        
	
                            
                            March 1, 2000

                        	
                            
                              2,446

                        	
                            
                            Upon retirement on or after age 65

                        
	
                            
                            March 16, 2000

                        	
                            
                              1,739

                        	
                            
                            Upon retirement on or after age 65

                        
	
                            
                            March 8, 2001

                        	
                            
                              2,959

                        	
                            
                            Upon retirement on or after age 65

                        
	
                            
                            March 7, 2002

                        	
                            
                             2,688

                        	
                            
                            Upon retirement on or after age 65

                        
	
                            
                            January 9, 2003

                        	
                            
                             4,334

                        	
                            
                            Upon retirement on or after age 65

                        
	
                            
                            January 5, 2004

                        	
                            
                             6,836

                        	
                            
                            January 5, 2009

                        
	
                            
                            January 5, 2004

                        	
                            
                             5,036

                        	
                            
                            Upon retirement on or after age 65

                        
	
                            
                            January 3, 2005

                        	
                            
                             6,303

                        	
                            
                            January 3, 2010

                        
	
                            
                            January 3, 2005

                        	
                            
                            6,143

                        	
                            
                            Upon retirement on or after age 65

                        
	
                            
                            September 29, 2005

                        	
                            
                            114,837 

                        	
                            
                            September 29, 2008

                        
	
                            
                            September 29, 2005

                        	
                            
                              53,718 

                        	
                            
                            September 29, 2010

                        
	
                            
                            

                            


                            
                            

                        
	
                            
                            Total:

                        	
                            
                            222,404