Notice of Non Qualified Stock Option Grant



 Exhibit 10.2 
  
 WAL*MART STORES 
 Stock Incentive Plan 
 Notice of Non Qualified Stock Option Grant 
  


					
	Name	 	Social Security Number	 	Department
	 «Name»
	 	«Social»	 	«Department»



							
	Grant Date	 	Shares Granted	 	Price per Share	 	Expiration Date
	 «GrantDate»
	 	 «SharesGranted»
	 	 «PricePerShare»
	 	 «ExpirationDate»



  
 Grant of Option: You have been granted an option to purchase up to the above-designated number of shares of Common Stock of Wal-Mart Stores, Inc., (“Shares”) at the designated price per Share, on or
before the designated Expiration Date, subject to the terms of the Wal-Mart Stores, Inc. Stock Incentive Plan of 1998, as amended from time to time. Capitalized terms used in the notice have the same meanings as in the Plan. 
  
 Vesting. This Option shall cumulatively vest and become exercisable as follows, except
that no Options shall vest after you cease to be an associate of the company for any reason whatsoever other than on account of death in which case all Options shall immediately vest. The unexercised portion of each vested installment may be
accumulated from year to year. 
  

			
	 Shares Vesting

	 	 Date


	 «Vest1»
	 	«Date1»
	 «Vest2»
	 	«Date2»
	 «Vest3»
	 	«Date3»
	 «Vest4»
	 	«Date4»
	 «Vest5»
	 	«Date5»
		
	 «TotalShrGranted»
	 	Total
	


  
 Time to Exercise Vested
Options: You may exercise all or any portion of your vested Options only (i) while you are employed by the Company, or (ii) within 3 months after termination of employment, or (iii) within one year after death if you die before otherwise
terminating employment or within 3 months thereafter. However, in no event shall this Option be exercisable (a) after the Expiration Date, (b) during any administrative suspension, or (c) if your employment was terminated for cause. 
  
 Payment of Exercise Price: You must pay the Option price in full in any one or a
combination of the following, subject to the approval of the Committee: (i) through a broker-dealer selected by you to whom you have submitted an irrevocable exercise notice including an irrevocable instruction to deliver the Option price promptly
to the Company by check or wire transfer; (ii) by cash, check, or wire transfer; (iii) withholding of Shares otherwise deliverable to you as a result of the exercise of an Option; or (iv) in unencumbered Shares Mature Shares valued at their Fair
Market Value on the date of exercise. “Mature Shares” are unencumbered Shares which you have acquired on the open market or which you have held for at least 6 months. 
  
 Tax Withholding: The Company’s required federal, state and local tax withholding must be satisfied when you exercise an Option
by any (one or a combination) of the following means: (i) by cash, check, or wire transfer payment; (ii) withholding of Shares otherwise deliverable to you as a result of the exercise of an Option;, or (iii) in unencumbered Shares, which have been
held for at least six months. Shares and Mature Shares shall be valued at their Fair Market Value as of the date the withholding tax obligation arises. 
  
 Successors Bound by this Notice: This Notice and the terms of the Plan bind you and your heirs, personal representatives, successors and assigns. 
  
 Arkansas Law Governs this Notice: This Notice shall be governed by and interpreted
according to Arkansas law.