6. MISCELLANEOUS for Wal-Mart (WMT)

Wal-Mart (WMT)

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This excerpt taken from the WMT DEF 14A filed Apr 22, 2008.

6. MISCELLANEOUS

6.1.

Amendment and Termination.

(a)

Amendment and Termination. The Board may at any time amend or terminate the MIP (in whole or in part) without the approval of the shareholders of the Company, except as otherwise provided in this Section 6.1. Neither the Company nor any Related Affiliate is obligated to continue this MIP.

(b)

Shareholder Approval. Any amendment to the MIP that changes the class of associates of an Employer eligible to participate, changes the Performance Goals, Performance Measures or increases the maximum dollar amount that may be paid to a Participant for a Performance Period shall not be effective with respect to Incentive Plan Awards to Covered Employees intended to qualify for the Section 162(m) Exemption unless the amendment is approved by shareholders as provided in Section 1.3 before the Incentive Plan Award is paid.

6.2.

Effect of Incentive Plan Awards on Other Compensation.

(a)

Not Taken into Account Under Other Plans. Awards shall not be considered eligible pay under other plans, benefit arrangements, or fringe benefit arrangements of the Company or a Related Affiliate, unless otherwise provided under the terms of other plans.

(b)

Compensation Reduction and Compensation Deferral Elections Apply to Incentive Plan Awards. To the extent provided in the applicable benefit or deferred compensation plan or arrangement of the Company or a Related Affiliate, amounts payable as Incentive Plan Awards will be reduced or deferred in accordance with the Participant’s compensation reduction election or compensation deferral election, if any, in effect under other plans and arrangements at the time the Incentive Plan Award is paid.

(c)

Sole Incentive Plan. Unless determined otherwise by the Committee, associates shall not be eligible to participate in the MIP for any period they are participating in any other incentive program maintained by the Company or any Related Affiliate.

6.3.

No Guarantee, No Funding. The payment of an Incentive Plan Award for any Performance Period does not guarantee any person eligibility for or payment of an Incentive Plan Award for any other Performance Period. Incentive Plan Awards shall be paid solely from the general assets of the Participant’s Employer, to the extent the payments are attributable to services for the Employer. To the extent any person acquires a right to receive payments from an Employer under the MIP, the right is no greater than the right of any other unsecured general creditor. No absolute right to any Incentive Plan Award shall be considered as having accrued to any Participant prior to the payment of the Incentive Plan Award.

6.4.

Tax Withholding. The Participant’s Employer shall have the right to deduct from all payments made under the MIP any federal, state or local taxes required by law to be withheld with respect to the payments. The Participant shall be solely responsible for the satisfaction of any federal, state, local or foreign taxes on payments under the MIP.

6.5.

Governing Law. The Plan and all rights to an Incentive Plan Award hereunder shall be construed in accordance with and governed by the laws of the State of Arkansas, except that any matters relating to the internal governance of the Company shall be governed by the General Corporation Law of the State of Delaware.

6.6.

Awards Not Transferable. Subject to Section 6.8, a Participant’s rights and interest under the MIP may not be assigned or transferred. Any attempted assignment or transfer shall be null and void and shall extinguish, in the Committee’s sole discretion, the Employer’s obligation under the MIP to pay Incentive Plan Awards with respect to the Participant.

6.7.

Employment. Neither the adoption of the MIP nor its operation shall in any way affect the rights and power of the Company or any Related Affiliate to dismiss or discharge any Participants. The MIP is not a contract between the Company or any Related Affiliate and any associate of the Company or Related Affiliate or Participant.

6.8.

Beneficiary. In the event of a Participant’s death prior to the payment of any Incentive Plan Award to which the Participant is otherwise entitled, payment shall be made to the Participant’s then-effective beneficiary or beneficiaries under the Employer-paid group term life insurance arrangement.

LOGO

This excerpt taken from the WMT 8-K filed Aug 15, 2005.

Miscellaneous

SECTION 15.01. Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original; which taken together shall constitute but one and the same instrument.

J.P. Morgan Trust Company, National Association hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.


{SEAL}	WAL-MART STORES, INC.

Attest:

/s/ Anthony D. George	By:	/s/ Steven R. Zielske
	Name:	Steven R. Zielske
	Title:	Vice President

{SEAL}	J.P. MORGAN TRUST COMPANY,
	NATIONAL ASSOCIATION, as Trustee
Attest:

/s/ George N. Reaves	By:	/s/ Benita A. Vaughn
	Name:	Benita A. Vaughn
	Title:	Authorized Officer

On July 19, 2005, before me personally appeared Stephen Zielske, to me known, who, being by me duly sworn, did depose and say that he works at 702 S.W. Eighth St., Bentonville, Arkansas; that he is a Vice President of WAL-MART STORES, INC., one of the parties described in and which executed the foregoing instrument; that he knows the corporate seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority.

/s/ Sunshine Hester-Redmond

Sunshine Hester-Redmond, Notary Public

{Notarial Seal}

On July 19, 2005, before me personally appeared Benita A. Vaughn, to me known, who, being by me duly sworn, did depose and say that she works at 227 West Monroe Street, Suite 2600, Chicago, Illinois 60606 that she is an authorized officer of J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, one of the parties described in and which executed the foregoing instrument; that she knows the corporate seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that she signed her name thereto by like authority.

/s/ Diane Mary Wuertz

Notary Public

{Notarial Seal}

DEF 14A	Apr 22, 2008

8-K	Aug 15, 2005

STATE OF ARKANSAS

COUNTY OF BENTON