WAL-

WAL-MARTMART STORES, INC.

Bentonville, Arkansas 72716
(501)(479) 273-4000
Retail Internet Site: www.wal-mart.com
Corporate Internet Site: www.walmartstores.com

 

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 1, 2001

7, 2002

 

          Please join us for the 20012002 Annual Meeting of Shareholders of Wal-Mart Stores, Inc. The meeting will be held on Friday, June 1, 2001,7, 2002, at 9:00 a.m. in Bud Walton Arena, University of Arkansas, Fayetteville, Arkansas. Pre-meeting activities start at 7:00 a.m.

          The purposes of the meeting are:

                (1) Election ofTo elect directors;

                (2) To act on atwo shareholder proposalproposals described on pages 1415 to 1619 of the Proxy Statement; and

                (3) AnyTo transact any other business that may properly come beforeintroduced at the meeting.

          You must own shares at the close of business on April 6, 2001,10, 2002, to vote at the meeting. If you plan to attend, please bring the Admittance Slip on the back cover.cover and a picture I.D. Regardless of whether you will attend, please vote by signing, dating and returning the enclosed proxy card or by telephone or online, as described on page 1.1 of the Proxy Statement. Voting in any of these ways will not prevent you from voting in person at the meeting.

 

 

By Order of the Board of Directors

/s/ Robert K. Rhoads
                                                                                   Robert K. Rhoads

Secretary

Bentonville, Arkansas
April 16, 200115, 2002

Admittance Requirements on Back Cover

 

Annual Meeting Admittance Slip on Back Cover

WAL-

WAL-MARTMART STORES, INC.INC
Bentonville, Arkansas 72716
(501)(479) 273-4000
Retail Internet Site: www.wal-mart.com
Corporate Internet Site:
www.walmartstores.com

PROXY STATEMENT

          This Proxy Statement is being mailed beginning April 16, 2001,15, 2002, in connection with the solicitation of proxies by the Board of Directors of Wal-Mart Stores, Inc., a Delaware corporation, for use at the Annual Meeting of Shareholders. The meeting will be held in Bud Walton Arena, University of Arkansas, Fayetteville, Arkansas, on Friday, June 1, 2001,7, 2002, at 9:00 a.m. Pre-meeting activities start at 7:00 a.m.

 

TABLE OF CONTENTS

TABLE OF CONTENTS
VOTING INFORMATION

1

INFORMATION ABOUT THE BOARD OF DIRECTORS

2

          Nominees for Director

2

          Compensation of Directors

4

          Board Meetings and Committees

4

          Related-Party Transactions with Wal-Mart

5

          Audit Committee Report

5

EXECUTIVE COMPENSATION

6

          Compensation and Nominating Committee Report

6

          Summary Compensation Table

9

          Option Grants in Last Fiscal Year

10

STOCK OWNERSHIP

11

          OwnershipHoldings of Major Shareholders

11

          Holdings of Officers and Directors

12

          Section 16(a) Beneficial Ownership Reporting Compliance

13

14
STOCK PERFORMANCE CHART

14

SHAREHOLDER PROPOSALPROPOSALS

14

15
INDEPENDENT AUDITORS

17

APPENDIX A- CHARTER OF THE AUDIT COMMITTEE

18

19
DIRECTIONS TO THE MEETING AND ADMITTANCE SLIP

Back Cover

 

          Your proxy is solicited by the Board of Directors. The Company pays the cost of soliciting your proxy and reimburses brokers and others for forwarding proxy material to you.

VOTING INFORMATION

          Who may vote? You may vote if you ownedown shares of the Company’s stock at the close of business on April 6, 2001.10, 2002. You are entitled to one vote for each share you owned on that date on each matter presented at the meeting. As of March 31, 2001,2002, Wal-Mart had 4,470,462,9864,451,225,876 shares outstanding.

What am I voting on? You are voting on:

Who counts the votes? EquiServe Trust Company will count the votes. Two employees of EquiServe have been appointed by the Board as independent inspectors of the election.

          Is my vote confidential? Yes. YourUnder our policies, your proxy card, ballot, and voting records will not be disclosed to Wal-Mart unless required bythe law requested byrequires, you request that disclosure, or your vote is cast in a contested election. If you write comments on your proxy card, your comments will be provided to Wal-Mart, but how you voted will remain confidential.confidential, except as described above.

          What vote is required to pass an item of business? The holders of the majority of the outstanding shares of common stock must be present in person or represented by proxy in order for the meeting to hold the meeting.be held. The vote of the holders of a majority of the shares of stock present in person or by proxy is required to elect any director or to approve thea shareholder proposal. Abstentions and broker non-votes count for quorum purposes, but will not affect voting results.

          Unless you indicate otherwise on your proxy card, the persons named as your proxies will vote your shares FOR all of the nominees for director named in this proxy statement and AGAINST the shareholder proposal.proposals.

How do I vote? You can vote in person at the meeting or you can vote by proxy, which gives the proxy holder the right to vote your shares on your behalf. If you plan to vote in person but hold shares through a broker or other nominee, you must attach to your ballot an account statement showing that you were the beneficial owner on April 6, 2001.10, 2002.

          There are three ways for you to vote by proxy:

To use the second two methods, you must hold the shares in your own name rather than through a broker.

          Can I revoke my proxy? Yes. You can revoke your proxy by:

Page 1

ITEM 1: INFORMATION ABOUT THE BOARD OF DIRECTORS

Wal-Mart’s directors are elected at each annual meeting and hold office until the next election. All nominees except for J. Paul Reason are presently directors of Wal-Mart. Following the meeting, Wal-Mart will have 1315 directors. The Board has authority under Wal-Mart’s Bylaws to fill vacancies and to increase or, upon the occurrence of a vacancy, decrease its size between annual meetings.

Your proxy holder will vote your shares for the Board’s nominees unless you instruct otherwise. If a nominee is unable to serve as a director, your proxy holder may vote for any substitute nominee proposed by the Board unless you withhold this authority.

NOMINEES FOR DIRECTOR

The following candidates are nominated by the Board. They have held the positions shown for at least five years unless otherwise noted. They were selected on the basis of outstanding achievement in their careers, broad experience, wisdom, integrity, understanding of the business environment, willingness to devote adequate time to Board duties, and ability to make independent, analytical inquiries. The Board is committed to diversified membership. The Board does not discriminate on the basis of race, color, national origin, gender, religion or disability in selecting nominees.

James Breyer, 40
Managing Partner of Accel Partners, a leading venture capital firm. He is also a director of RealNetworks, Inc. and Lightspan, Inc. Member since 2001.

John T. Chambers, 51 52
President and CEO of Cisco Systems, Inc. He was previously with Wang Laboratories for eight years, most recently as Senior, a leading manufacturer of computer network equipment. Member since 2000.

Thomas M. Coughlin, 52
Executive Vice President of U.S. Operations.Wal-Mart Stores, Inc. President and Chief Executive Officer of Wal-Mart Stores Division since January 1999. Prior to this appointment, he held various executive positions with Wal-Mart Stores, Inc. Member since 2000.
2001.

Stephen Friedman, 63 64
Retired in 1994 as Chairman of Goldman Sachs & Co. From 1994 to 1998, he held the title of Senior Chairman of Goldman Sachs & Co. Since 1998, he has been a Senior Principal of Marsh & McLennan Capital Corp. He is also Chairman Emeritus of the Board of Columbia University and a director of Fannie Mae. Member since 1996.

Stanley C. Gault, 75 76
Retired Chairman of the Goodyear Tire & Rubber Company from June 1991 to June 1996 and Chief Executive Officer of the Goodyear Tire & Rubber Company from June 1991 to January 1996. Mr. Gault previously served as Chairman and Chief Executive Officer of Rubbermaid Incorporated. He is also a director of Avon Products, Inc., and The Timken Company and Vencor, Inc.Company. Member since 1996.

Page 2

NOMINEES FOR DIRECTOR (CONTINUED)

David D. Glass, 65 66
Chairman of the Executive Committee of the Board of Directors of Wal-Mart Stores, Inc. Mr. Glass served as Wal-Mart’s President and Chief Executive Officer from January 1988 to January 2000. Member since 1977.

Page 2

Roland A. Hernandez, 43 44
Retired Chief Executive Officer and Chairman of Telemundo Group, Inc., a Spanish-language television station company from August 1998 to December 2000. From March 1995 to August 1998, he served as President and Chief Executive Officer of Telemundo Group, Inc. He was previously the President of Interspan Communications, Inc. He is also a director of The Ryland Group, Inc. Member since 1998.

Dawn G. Lepore, 48
Vice Chairman of Technology, Operations and Administration for The Charles Schwab Corporation since December 2001. From July 1999 to December 2001, she served as Vice Chairman and Chief Information Officer for The Charles Schwab Corporation and served as Executive Vice President and Chief Information Officer for The Charles Schwab Corporation from October 1993 to July 1999. She is also a director of eBay, Inc. Member since 2001.

J. Paul Reason, 60 61
President and Chief Operating Officer of Metro Machine Corporation, an employee owned ship repair company.company, since July 2000. From December 1999 to June 2000, he served as Vice President-Ship Systems for Syntek Technologies, Inc. AHe is a retired four-star Admiral;Admiral in the U.S. Navy. He served as Commander-in-Chief of the U.S. Atlantic Fleet from December 1996 to September 1999. He served as Deputy Chief of Naval Operations from August 1994 to November 1996. He is also a director of AMGEN, Inc.
and Norfolk Southern Corporation. Member since 2001.

Elizabeth A. Sanders, 55 56
Management consultant with The Sanders Partnership. She was previously a Vice-PresidentVice President and General Manager for Nordstrom, Inc. She is also a director of Advantica Restaurant Group, Inc., Washington Mutual, Inc., Wellpoint, Inc., and Wolverine Worldwide,Wellpoint, Inc. Member since 1992.

H. Lee Scott, Jr., 52 53
President and CEO of Wal-Mart Stores, Inc. since January 2000. Prior to this appointment, Mr. Scott held various executive positions with Wal-Mart Stores, Inc. Mr. Scott is also a director of Cooper Industries, Inc. Member since 1999.

Jack C. Shewmaker, 63 64
International consultant, rancher and retired Wal-Mart executive. Member since 1977.

Donald G. Soderquist, 67
Retired Senior Vice Chairman of Wal-Mart from January 1999 to August 2000. He was Vice Chairman and Chief Operating Officer of Wal-Mart from January 1988 to January 1999. He is also a director of The Servicemaster Company. Member since 1980.

Jose H. Villarreal, 47 48
Partner in the San Antonio office of the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P. Member since 1998.

John T. Walton,* 54 55
Chairman of True North Partners, L.L.C., which holds investments in technology companies. Member since 1992.

S. Robson Walton,* 56 57
Chairman of the Board of Wal-Mart. Member since 1978.

* S. Robson Walton and John T. Walton are brothers.

Page 3

COMPENSATION OF DIRECTORS

          During the calendar year ended December 31, 2000,2001, outside directors were paid $50,000. At least one-half of the retainer iswas paid in Wal-Mart stock or stock units. Chairpersons of board committees received an additional retainer of $3,000. Outside directors arewere paid $1,500 per day, not to exceed 30 days per year, for Board-related work outside of the scope of their regular director duties. Directors arewere not paid for meeting attendance but arewere reimbursed for expenses incurred in attending the meetings.

          In June 2000,2001, each outside directorsdirector also received aoptions to purchase 3,867 shares of Company stock option grant of 3,393 shares each to link more closely link theirhis or her compensation to the interests of shareholders. The grant vests one year from the date of grant and has a term of ten years.

          During the fiscal year ended January 31, 2001,2002, Jack Shewmaker received certain benefits available to Company executives, and a portion of his health insurance costs were paid by the Company.

BOARD MEETINGS AND COMMITTEES

          The Board held four regular meetings and two telephonic meetings during the fiscal year to review significant developments affecting the Company, engage in strategic planning and act on matters requiring Board approval.

          For the fiscal year ended January 31, 2001,2002, each incumbent director attended at least 75% of the Board meetings and 75% of the meetings of committees on which he or she served, except that John Chambers attended 70% of the Board meetings and the meetings of the committee on which he served.

Board Committees


Committee

Members

Functions and Additional Information

Number of
Meetings

AuditSteve Friedman
Roland Hernandez*
Dr. Fred HumphriesPaul Reason
Dr. Paula SternJohn Chambers
  • - Reviews financial reporting, policies,
       procedures and internal controls
       of Wal-Mart

  • - Recommends appointment of outside
       auditors

  • - Reviews related party transactions

  • - The Board of Directors has considered
       the independence of each member
       of the Audit Committee and has
       determined that each member is free
       from any relationship that would
       interfere with his or her exercise of
       independent judgment.

  • - The Board of Directors has adopted a
       written charter for the Audit Committee, which is attached to this Proxy Statement as Appendix A.

   Committee.

65

Compensation
and Nominating
Stanley Gault*
Betsy Sanders
Jose Villarreal
Don Soderquist
  • - Administers Stock Incentive Plan for
       executive officers

  • - Sets interest rate applicable to Deferred
       Compensation Plan

  • - Sets and verifies attainment of goals
       under Management Incentive Plan

  • - Reviews salary and benefits issues

- Reviews and provides guidance
   regarding the Company’s image
- Reviews Board of Directors candidates
   and nominates candidates for election
   to the Board

65

Page 4

Board Committees (CONT’D)

Page 4


Committee

Members

Functions and Additional Information

Number of
Meetings

ExecutiveThomas Coughlin
David Glass*
Lee Scott
Rob Walton
  • - Implements policy decisions of the
       Board

  • Acts on the Board’s behalf between
       Board meetings

0**

Stock OptionThomas Coughlin***
David Glass
Lee Scott
Rob Walton*
  • - Administers Stock Incentive Plan,
       except with respect to executive
       officers

2

Strategic Planning
and Finance
Stan Kroenke
Jack Shewmaker*
Stephen Friedman
John Walton
  • - Reviews important financial decisions

  • - Engages in long-range strategic planning

4

* Committee     *Committee Chairperson

**
   **The Executive Committee did not hold formal meetings, but acted by unanimous written consent on 2111
       occasions during the fiscal year.
*** Mr. Coughlin became a member of the Stock Option Committee in March 2002.


RELATED-PARTY TRANSACTIONS
WITH WAL-MART

    During the fiscal year ended January 31, 2001, director Stan Kroenke held interests in shopping center developments which leased space to Wal-Mart for 55 store and Sam’s Club locations. Total rents and maintenance fees paid by Wal-Mart under these leases for the fiscal year were $37,778,467. Mr. Kroenke’s interest in the amounts paid was $23,455,671. We believe that rents and fees paid for this leased space are competitive with amounts that would be paid to a third party to lease similar space.

          Frank Robson held various ownership interests in ninesix store locations leased by Wal-Mart. Mr. Robson is the brother of Helen R. Walton, a beneficial owner of more than 5% of Wal-Mart stock. The Company paid rents and maintenance fees of $2,238,331$2,034,964 under the leases for the fiscal year ended January 31, 2001. We believe2002. The Company believes that the rents and maintenance fees paid under the leases are competitive with amountsrents and maintenance fees that would be paid to a third party to lease similar space.

          During the past fiscal year Manhattan Products, Inc., which is owned by members of director Steve Friedman’s family, had sales to Wal-Mart of $6,271,810. We believe$8,690,368. The Company believes that the amounts paid to Manhattan Products in these transactions were competitive with amounts that would be paid to third parties in similar transactions.

          During the past fiscal year Springdale Card & Comic Wholesale, which is owned by the son of director David D. Glass, had sales to the Company of $363,492. The Company believes that the amounts paid to Springdale Card & Comic Wholesale in these transactions were competitive with amounts that would be paid to third parties in similar transactions.

AUDIT COMMITTEE REPORT

          Wal-Mart’s Audit Committee consists of fourthree directors. The Board has adopted a charter that governs the Audit Committee. The Charter is attached to thiswas reproduced in the 2001 Proxy Statement as Appendix A. The members of the Committee are Steve Friedman,John Chambers, Roland Hernandez, who is the Committee’s chair, Dr. Fred Humphries and Dr. Paula Stern.

Page 5Paul Reason. Members of the Audit Committee are "independent" as defined by the listing standards of the New York Stock Exchange.

          Wal-Mart’s management is responsible for Wal-Mart’s internal controls and financial reporting. Ernst & Young LLP, Wal-Mart’s independent auditors, are responsible for auditing Wal-Mart’s annual consolidated financial statements in accordance with generally accepted auditing

Page 5

standards and for issuing a report on those financial statements. The Audit Committee monitors and oversees these processes, and recommends to the Board for its approval a firm of certified independent accountants to be Wal-Mart’s independent auditors. As part of the oversight processes, the Committee regularly meets with management of the Company, the Company’s outside auditors, and Wal-Mart’s internal auditors. The Committee often meets with these groups in closed sessions. Throughout the year, the Audit Committee had full access to management and to the outside and internal auditors for the Company.

To fulfill our responsibilities, we did the following:

2003.

The Audit Committee submits this report:

   Steve FriedmanJohn Chambers
   Roland Hernandez, Chairperson
   Dr. Fred Humphries
        Dr. Paula SternPaul Reason

 

EXECUTIVE COMPENSATION

COMPENSATION AND NOMINATING
COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

Compensation Philosophy: Wal-Mart’s executive compensation program is designed to: (1) provide fair compensation to executives based on their performance and contributions to Wal-Mart; (2) provide incentives to attract and retain key executives; and (3) instill a long-term commitment to Wal-Mart and develop pride and a sense of Company ownership, all in a manner consistent with shareholders’ interests.

          The Compensation and Nominating Committee set the salaries of Lee Scott, President and Chief Executive Officer, David Glass, Chairman of the Executive Committee of the Board of Directors and Rob Walton, Chairman of the Board of Directors. As a part of its oversight of

Page 6

the Company’s compensation programs, the Committee also reviewed the salaries paid to certain other Wal-Mart executives.

Page 6

          The executive officers’ compensation package has three main parts: (1) base salary, which is reviewed annually; (2) equity compensation consisting of stock options and, for certain executives, restricted stock; and (3) incentive payments under the Company’s Management Incentive Plan, which may be earned annually depending on the Company’s achievement of pre-established goals relating to increases in pre-tax profits. Wal-Mart has a Deferred Compensation Plan under which executives may defer compensation, with interest accruing on amounts deferred. Incentive payments on the amounts deferred are accrued annually starting 10 years after the initial deferral. Company executives also participate in the Company’s 401(k) Plan and its Profit Sharing Plan, which is a defined contribution retirement plan with its assets primarily invested in Wal-Mart stock.

Base Salary: Base salaries of Company executives are based on Wal-Mart’s performance for the prior fiscal year and upon a subjective evaluation of each executive’s contribution to that performance. In evaluating overall Company performance, the primary focus is on Wal-Mart’s financial performance for the year as measured by net income, total sales, comparable store sales and return on shareholders’ equity. Other criteria, including equal employment performance and whether Wal-Mart conducts its operations in accordance with the business and social standards expected by its associates, shareholders and the communities in which it operates are also considered.

Equity Participation: Stock options are generally granted annually under Wal-Mart’s Stock Incentive Plan in order to link executives’ compensation to the long-term financial success of Wal-Mart, as measured by stock performance. Options are generally priced at 100% of the closing price of Wal-Mart stock on the day of grant. They typically vest in equal annual increments, beginning one year from the date of grant. Options granted prior to November 17, 1995, vest in nine annual installments. Those granted between November 17, 1995, and January 27, 2000, are exercisable in seven annual installments. Options granted on or after January 28, 2000, are exercisable in five annual installments.

          The total number of options awarded to each executive is generally based on an option grant dollar amount divided by the option’s exercise price. The option grant dollar amount is the product of the executive’s base salary multiplied by the appropriate stock option grant percentage. For example, if an executive makes $100,000 per year and the percentage applied is 150%, the option grant dollar amount for the executive is $150,000. This amount is divided by the stock price on the date of grant. In this example, $150,000 divided by a stock price of $50 will result in a grant of options to purchase 3,000 shares at $50 per share.

          The Committee establishes the percentages for, and makes awards of options to, executive officers required to file reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended ("Section 16 persons"). These percentages are based on a subjective evaluation of the performance of each executive without regard to the number of options held by or previously granted to the executive.

          In addition to stock options, certain executives are from time to time granted restricted stock under Wal-Mart’s Stock Incentive Plan. Any award of restricted stock to Section 16 persons will be made by the Committee, which sets the vesting criteria. Awards may be made to provide incentives to enhance the job performance of certain executives or to induce them to remain with or to become associated with the Company.

Incentive Payments: Incentive payments are made under Wal-Mart’s Management Incentive Plan upon achievement of pre-established performance criteria. For the 20012002 fiscal year, the

Page 7

Committee set three levels of overall performance objectives for the Company: threshold, business plan and maximum.

Page 7

          Corresponding incentive levels for the 20012002 fiscal year were assigned to participants in the plan by the Committee as percentages of base salary. These incentive levels are tied directly to the achievement of specific levels of performance objectives. Incentive percentages ranging from a low of 15%53.9% of base salary at the threshold performance level to a high of 250% at the maximum level were payable under the plan to an executive group including, among others, the Chief Executive Officer, the Chairman of the Executive Committee of the Board and Chief Financial Officer. For these officers, performance goals are based on overall corporate performance. For divisional executives, performance goals are based on a combination of corporate and divisional performance.

          For the fiscal year ended January 31, 2001,2002, excluding extraordinary expenses, corporate pre-tax profits exceeded last year’s results by 11.4%, which represents 96.5%represent 64.9% of the maximum profit improvement target set by the Committee. As a result, incentive payments were made under the Management Incentive Plan in March of 20012002 for performance in the fiscal year ended January 31, 2001.2002.

Compensation of the Chief Executive Officer: Lee Scott was appointed President and Chief Executive Officer of the Company, effective January 13, 2000. Mr. Scott’s base salary as Chief Executive Officer was set at $1,100,000, effective February 1,March 24, 2001. On March 8, 2001,6, 2002, he was granted options to purchase 459,284521,634 shares of Wal-Mart stock relating to performance under the Stock Incentive Plan of 1998 during the January 31, 20012002 fiscal year. During the January 31, 20012002 fiscal year, Mr. Scott received an award of 132,24298,620 shares of restricted stock. On March 8, 2001,7, 2002, Mr. Scott also received an award of 98,620107,527 shares of restricted stock. The Committee determined the amount of Mr. Scott’s base salary as well as the number of restricted stock and stock options after considering the following: competitive levels of compensation for CEOs managing operations of similar size, complexity and performance level; Mr. Scott’s general knowledge of the retail business and his contribution to the Company’s past business success; and the Committee’s belief that Mr. Scott has the vision and managerial capabilities to ensure the Company’s continued growth into the foreseeable future.

          Mr. Scott also received an incentive payment of $1,750,000$1,784,750 under Wal-Mart’s Management Incentive Plan. The bonus was based on Wal-Mart’s achievement of the pre-tax profit performance goals established by the Committee and was paid in the current fiscal year but relaterelates to performance in the fiscal year ended January 31, 2001.2002.

Deductibility of Compensation: Internal Revenue Code Section 162(m) provides that compensation in excess of $1 million paid to an executive officer is not deductible unless it is performance based. Base salary does not qualify as performance-based compensation under Section 162(m).

          Mr. Scott deferred a portion of his compensation during the fiscal year ended January 31, 2001,2002, so that during the year he actually received less than $1 million in compensation. Because his base salary for the fiscal year ending on January 31, 2002,2003, will exceed $1 million, Mr. Scott has volunteered to defer receipt of that portion of his base salary in excess of $1 million until after his retirement. This allows Wal-Mart to deduct the deferred portion of his base salary when it is paid after his retirement.

          During the fiscal year ended January 31, 2002, John Menzer was awarded an additional 15% incentive opportunity, effective August 1, 2001. This incentive was based on performance and the growing complexity of the position. Although this award was performance based, it was set more than 120 days after the beginning of the fiscal year, and is not deductible.

This report is submitted by the Compensation and Nominating Committee:

          Stanley Gault, Chairperson
          Betsy Sanders
          Don Soderquist
Jose Villarreal

Page 8

Summary Compensation

          This table shows the compensation during each of the Company’s last three fiscal years paid to Wal-Mart’s Chief Executive Officer and the four other most highly compensated executive officers based on compensation earned during the fiscal year ended January 31, 2001.2002.

Annual compensation

Long-term compensation



Name and
position

Fiscal
year
ended
Jan. 31,



Salary
($)(1)


Incentive
Payment
(2)

Other
annual
compensation
($)(3)

Restricted
stock
awards
($)

Number of shares underlying options


All other compensation ($)(4)

H. Lee Scott, Jr.
President and CEO

2001
2000
1999

992,308     
800,000     
668,204     

1,750,000
1,215,385
1,126,154

0
0
0

6,083,159
0
2,000,000

459,284
219,931
100,266

96,168
90,685
53,167

David D. Glass
Chairman of the Executive Committee of the Board of Directors

2001
2000
1999

1,122,308     
1,406,154     
1,130,746     

1,778,000
2,540,000
2,440,000

96,802
91,419
85,071

797,203
0
3,000,000

39,448
93,104
180,472

394,263
475,300
419,478

Thomas M. Coughlin
Executive Vice President and President and CEO of the Wal-Mart Stores Division

2001
2000
1999

796,923     
720,000     
655,841     

1,120,000
1,008,000
1,008,000

31,811
26,755
24,469

2,441,584
0
2,000,000

283,461
109,966
86,228

118,984
110,738
92,081

John B. Menzer
Executive Vice President and President and CEO of International Division

2001
2000
1999

640,385     
567,308     
500,046     

637,000
805,385
625,000

0
0
0

1,556,015
0
1,500,000

130,741
35,739
58,270

64,613
58,846
40,981

Thomas R. Grimm
Executive Vice President and President and CEO of SAM’S Clubs

2001
2000
1999

590,385     
527,308     
115,385 (5)

608,400
357,500
168,269

0
0
0

987,361
0
1,000,000

89,490
27,721
74,482

38,003
5,164
88

Annual compensation

Long-term compensation

Name and
position

Fiscal
year
ended
Jan. 31,

Salary
($)(1)

Incentive
Payment
($)(2)

Other
annual
compensation
($)(3)

Restricted
stock
awards
($)

Number of
shares
underlying
options
granted
(4)

All other
compensation
($)(5)

H. Lee Scott, Jr.

2002

1,123,077

1,784,750

94,682

5,000,000

521,634

133,328

  President and CEO

2001

992,308

1,750,000

0

6,083,159

459,284

96,168

  

2000

800,000

1,215,385

0

0

219,931

90,685

David D. Glass

2002

1,086,538

1,298,000

113,432

0

0

513,892

  Chairman of the Executive

2001

1,122,308

1,778,000

96,802

797,203

39,448

394,263

  Committee of the Board of

2000

1,406,154

2,540,000

91,419

0

93,104

475,300

  Directors              
Thomas M. Coughlin

2002

885,769

935,929

45,410

875,000

220,175

152,193

  Executive Vice   President

2001

796,923

1,120,000

31,811

2,441,584

283,461

118,984

  and President and CEO

2000

720,000

1,008,000

26,755

0

109,966

110,738

  Wal-Mart Stores   Division              
John B. Menzer

2002

717,308

838,927

0

1,000,000

179,212

72,928

  Executive Vice   President

2001

640,385

637,000

0

1,556,015

130,741

64,613

  and President and CEO

2000

567,308

805,385

0

0

35,739

58,846

  International   Division              
Thomas R. Grimm

2002

648,462

596,232

0

900,000

102,407

50,362

  Executive Vice   President

2001

590,385

608,400

0

987,361

89,490

38,003

  and President and   CEO
  SAM’S Clubs

2000

527,308

357,500

0

0

27,721

5,164

  1. (1)  This column includes compensation earned during the fiscal year, but deferred. This column also

  2.        includes compensation for an additional pay period because fiscal year 2002 had 27 pay periods
           rather than the normal 26 pay periods.

    (2)  Incentive payments in this column relate to performancewere made under the Management Incentive Plan duringin connection
           with the January 31, 1999, 2000 and 2001 fiscal years but were paid duringCompany’s performance in the January 31, 2000, 2001 and 2002 fiscal years but were paid
           during the January 31, 2001, 2002 and 2003 fiscal years, respectively.

    (3)The total amount of other annual compensation for H. Lee Scott, Jr. is for personal use of a Company

  3. These       aircraft. All amounts for the other named officers are incentive interest payments on amounts deferred
           under the Officer Deferred Compensation Plan. TheseFor these other officers, the amounts do not include
           the value of perquisites and other personal benefits because they do not exceed the lesser of $50,000
           or 10% of theany such officer’s total annual salary and bonusbonus.

    (4)  The options shown for any named officer.

  4. 2002 were granted on March 6, 2002, after the end of the fiscal year but in
           respect of the prior fiscal year.


    Page 9

  5. "All

    (5)  "All other compensation" for the fiscal year ended January 31, 2001,2002, includes Company contributions
           to Wal-Mart’s Profit Sharing, Supplemental Executive Retirement and 401(k) plans, above-market
           interest credited on deferred compensation, and term life insurance premiums paid by Wal-Mart for
           the benefit of each officer. These amounts are shown in the following table:

  6. Represents compensation earned from October 26, 1998 to the end of the fiscal year.



Name

Profit
Sharing
contributions


SERP
contributions


401(k)
contributions

Above-
market
interest

Life
Insurance
premiums

H. Lee Scott, Jr.

$3,400

$81,519

$3,400

$7,761

$88

David D. Glass

$3,400

$139,692

$3,400

$247,754

$17

Thomas M. Coughlin

$3,400

$65,435

$3,400

$46,661

$88

John B. Menzer

$3,400

$51,125

$3,400

$6,600

$88

Thomas R. Grimm

$3,400

$31,115

$3,400

$0

$88

Name

Profit
Sharing
contributions

SERP
contributions

401(k) Plan
contributions

Above-market
interest

Life
Insurance
premiums

H. Lee Scott, Jr.

$3,400

$108,134   

$3,400

$18,306   

$88

David D. Glass

$3,400

$106,858   

$3,400

$400,163   

$71

Thomas M. Coughlin

$3,400

$73,162   

$3,400

$72,143   

$88

John B. Menzer

$3,400

$46,943   

$3,400

$19,097   

$88

Thomas R. Grimm

$3,400

$43,474   

$3,400

$0   

$88


Option Grants in Last Fiscal Year

          This table shows all options to acquire shares of Wal-Mart stock granted to the named executive officers during the fiscal year ended January 31, 2001.

Individual Grants2002.





Name

Number of
Shares
underlying
options
granted (1)

Percent of
total options
granted to
associates in
fiscal year



Exercise
price/share
(2)




Expiration
date



Grant date
present
value (3)

H. Lee Scott, Jr.

459,284

5.5%

$50.70

3/7/11

$8,244,148

David D. Glass

39,448

0.5%

$50.70

3/7/11

$708,092

Thomas M. Coughlin

283,461

3.4%

$50.70

3/7/11

$5,088,125

John B. Menzer

130,741

1.6%

$50.70

3/7/11

$2,346,801

Thomas R. Grimm

89,490

1.1%

$50.70

3/7/11

$1,606,346

Individual Grants

Name

Number of
Shares
underlying
options
granted (1)

Percent of
total options
granted to
associates in
fiscal year

Exercise
price/share
(2)

Expiration
date

Grant date
present value
(3)

H. Lee Scott, Jr.

521,634   

5.1% 

$60.90

3/5/12

$13,604,215

David D. Glass

0   

0.0%

N/A

N/A

$0

Thomas M. Coughlin

220,175   

2.2%

$60.90

3/5/12

$5,742,164

John B. Menzer

179,212   

1.8%

$60.90

3/5/12

$4,673,849

Thomas R. Grimm

102,407   

1.0%

$60.90

3/5/12

$2,670,775

  1. (1)  These options were granted on March 8, 2001,6, 2002, after the end of the fiscal year but in respect of the
           prior fiscal year. Options were granted to other associates on March 2, 2001, after the end of the fiscal year but in respect of the prior fiscal year.
  2. January 10, 2002.

    (2)  The exercise price generally equals the closing price of Wal-Mart stock on the date of grant. The
           options are exercisable in five equal annual installments beginning one year after the date of the grant.
           They expire ten years after the date of the grant.

  3. (3)  The fair value of these options at the date of grant was estimated using a Black-Scholes option pricing
           model. The following weighted-average assumptions were used to estimate the value of options granted
           on March 8, 2001:6, 2002: a 5.006.00 year expected life of the options; a dividend yield of .63%0.73%; expected
           volatility for Wal-Mart stock of .334%0.393%; and a risk-free rate of return of 4.80%4.91%.

Page 10

 

          Option Exercises and Fiscal Year End Option Values:This table shows all stock options exercised by the named executives during the fiscal year ended January 31, 2001,2002, and the number and value of options they held at fiscal year end.




Name


Shares
acquired
on
exercise


Value
realized
($)(1)

Number of Shares
underlying Unexercised
Options at fiscal year end
  Exercisable   Unexercisable

Value of Unexercised
In-the-Money
Options at fiscal year end ($)(2)
  Exercisable    Unexercisable

H. Lee Scott, Jr.

0

0

242,812

378,243

7,964,546

7,430,289

David D. Glass

198,304

7,583,124

645,726

533,396

26,233,875

17,157,689

Thomas M. Coughlin

3,584

170,464

134,305

266,079

4,375,698

6,537,065

John B. Menzer

45,538

1,778,211

58,379

158,850

1,806,422

4,811,026

Thomas R. Grimm

0

0

26,824

75,379

435,423

1,107,211

Shares
acquired on

Value
realized

Number
of Shares
underlying
Unexercised
Options at fiscal year end

Value of Unexercised
In-the-Money
Options at fiscal year end ($)(2)

Name

exercise

($)(1)

Exercisable

Unexercisable

Exercisable

Unexercisable

H. Lee Scott, Jr.

183,058

7,419,961

162,954

734,327

3,114,854

10,250,276

David D. Glass

165,390

6,343,431

642,711

410,469

26,850,010

12,993,997

Thomas M. Coughlin

68,008

2,259,738

142,002

473,835

3,905,732

7,666,079

John B. Menzer

0

0

103,415

244,555

3,618,723

4,902,789

Thomas R. Grimm

0

0

43,008

148,685

796,102

1,902,004

  1. (1)  The value realized equals the difference between the option exercise price and the closing price of
           Wal-Mart stock on the date of exercise, multiplied by the number of shares to which the exercise relates.

  2. (2)  The value of unexercised in-the-money options equals the difference between the option exercise price
           and the closing price of Wal-Mart stock at fiscal year end, multiplied by the number of shares underlying
           the options. The closing price of Wal-Mart stock on Wednesday,Thursday, January 31, 2001,2002, as reported in The
           Wall Street Journal, was $56.80.

$59.98.

STOCK OWNERSHIP

          The following tables set forth ownership of Wal-Mart stock by major shareholders, directors and executive officers of the Company.

OwnershipHoldings of Major Shareholders (1)

          There were 4,470,462,9864,451,225,876 shares of Wal-Mart stock issued and outstanding on March 31, 2001.2002. The following table lists the beneficial owners of 5% or more of Wal-Mart Stockstock as of March 31, 2001.2002.


Name and Address of
Beneficial Owner (1)

Direct or Indirect
with Sole Voting and
Investment Power

Indirect with Shared
Voting and
Investment Power



Total


Percent of
Class

Alice L. Walton

6,976,420    

1,695,749,864

1,702,726,284

38.09%     

Helen R. Walton

3,320,548    

1,695,746,480

1,699,067,028

38.01%     

Jim C. Walton

11,160,084    

1,697,557,112

1,708,717,196

38.22%     

John T. Walton

11,948,093 (2)

1,695,974,664

1,707,922,757

38.20% (4)

S. Robson Walton

2,809,390 (3)

1,697,557,112

1,700,366,502

38.03% (4)

Name and Address of
Beneficial Owner (1)

Direct or Indirect
with Sole Voting
and Investment Power

Indirect with
Shared Voting
and Investment Power

Total

Percent of
Class

Alice L. Walton

6,976,420       

1,695,749,864   

1,702,726,284   

38.25%       

Helen R. Walton

3,299,428       

1,695,746,480   

1,699,045,908   

38.17%       

Jim C. Walton

10,476,462       

1,697,557,112   

1,708,033,574   

38.37%       

John T. Walton

11,956,561  (2)

1,695,974,664   

1,707,931,225   

38.37%  (4)

S. Robson Walton

2,837,247  (3)

1,698,262,728   

1,701,099,975   

38.22%  (4)

 

  1. (1)  The shares listed as beneficially owned by each person include 1,695,746,480 shares held by Walton
           Enterprises, L.P. Helen R. Walton, S. Robson Walton, John T. Walton, Jim C. Walton and Alice L. Walton
           share voting and dispositive power, either individually as general partners or as trustees of trusts that are
           general partners of Walton Enterprises, L.P. The general partners have the power to sell and vote the shares.
           The business address of each partner is P.O. Box 1508, Bentonville, Arkansas 72712.


  2. Page 11

  3. (2)  The number includes 2,1749,434 shares that John T. Walton had a right to acquire within 60 days after
           March 31, 2001.2002, through the exercise of stock options. It also includes 6,5917,799 phantom stock shares
           received as director compensation.

  4. (3)  The number includes 173,22228,026 shares that S. Robson Walton had a right to acquire within 60 days after
           March 31, 2001,2002, through the exercise of stock options. It also includes 56,35357,360 shares held in the
           Company’s Profit Sharing Plan on behalf of Mr. Walton. He has sole voting power, but no investment
           power, with respect to these shares.

  5. (4)  The percent of class held was calculated based on the number of shares outstanding plus those shares
           John T. Walton and S. Robson Walton had a right to acquire within 60 days of March 31, 2001,2002, in
           the amountamounts of 2,1749,434 shares and 173,222,28,026 shares, respectively.

Holdings of Officers and Directors

       This table shows the amount of Wal-Mart stock held by each director, Wal-Mart’s Chief Executive Officer, and the four other most highly compensated officers on March 31, 2001.2002. It also shows the stock held by all of Wal-Mart’s directors and executive officers as a group on that date.



Name of Beneficial Owner

Direct or Indirect
with Sole Voting and
Investment Power (1)

Indirect with
Shared Voting and
Investment Power



Total


Percent of
Class

John T. Chambers

20,811

0

20,811

*

Thomas M. Coughlin

430,039

166,515

596,554

*

Stephen Friedman (2)

8,765

40,000

48,765

*

Stanley C. Gault

30,632

0

30,632

*

David D. Glass

2,936,397

0

2,936,397

*

Thomas R. Grimm

96,617

5,000

101,617

*

Roland A. Hernandez

11,351

0

11,351

*

Dr. Frederick S. Humphries

9,726

0

9,726

*

E. Stanley Kroenke

1,081,827

61,781,928

62,863,755

1.41% (4)

John B. Menzer

230,538

0

230,538

*

J. Paul Reason

0

0

0

*

Elizabeth A. Sanders

10,593

0

10,593

*

H. Lee Scott, Jr.

721,646

3,148

724,794

*

Jack Shewmaker

3,437,951

0

3,437,951

*

Donald G. Soderquist

3,951,472

168,712

4,120,184

*

Dr. Paula Stern

13,065

0

13,065

*

Jose H. Villarreal

5,268

0

5,268

*

John T. Walton (3)

11,948,093

1,695,974,664

1,707,922,757

38.20% (4)

S. Robson Walton (3)

2,809,390

1,697,557,112

1,700,366,502

38.03% (4)

Directors and Executive Officers as a Group (22 persons)



28,404,411



1,759,990,599



1,788,395,010



40.00%

Name of Beneficial Owner

Direct or Indirect
with Sole Voting
and Investment
Power (1)

Indirect with
Shared Voting
and Investment
Power

Total

Percent of
Class

James Breyer

45,808

0

45,808

*

John T. Chambers

28,993

0

28,993

*

Thomas M. Coughlin

559,282

162,581

721,863

*

Stephen Friedman (2)

17,234

40,000

57,234

*

Stanley C. Gault

39,177

0

39,177

*

David D. Glass

1,689,076

986,003

2,675,079

*

Thomas R. Grimm

146,700

5,000

151,700

*

Roland A. Hernandez

19,872

0

19,872

*

Dawn G. Lepore

671

0

671

*

John B. Menzer

295,680

0

295,680

*

J. Paul Reason

4,328

0

4,328

*

Elizabeth A. Sanders

18,442

0

18,442

*

H. Lee Scott, Jr.

804,931

3,148

808,079

*

Jack Shewmaker

3,400,301

0

3,400,301

*

Donald G. Soderquist

575,310

3,242,996

3,818,306

*

Jose H. Villarreal

13,718

0

13,718

*

John T. Walton (3)

11,956,561

1,695,974,664

1,707,931,225

38.37%  (4)

S. Robson Walton (3)

2,837,247

1,698,262,728

1,701,099,975

38.22%  (4)

Directors and Executive Officers
as a Group (22 persons)

23,299,084

1,702,970,640

1,726,269,724

38.78%      

* Less than one percent

Page 12

(1)  These amounts include shares that the following persons had a right to acquire within 60 days after
       March 31, 2001,2002, through the exercise of stock options and vested shares they hold in the Company’s
Profit Sharing Plan. These share numbers are shown in the following table:


Name

Stock options exercisable
within 60 days

Shares held in the
Profit Sharing Plan

Thomas M. Coughlin

134,305

38,362

David D. Glass

645,726

189,374

Thomas R. Grimm

26,824

0

John B. Menzer

58,379

545

H. Lee Scott, Jr.

242,812

24,851

S. Robson Walton

173,222

56,353

Directors and Officers as a Group

1,447,560

326,079

Name

Number of shares
underlying stock options
exercisable
within 60 days

Shares held in the
Profit Sharing Plan

Thomas M. Coughlin

186,124

39,075

David D. Glass

650,600

192,833

Thomas R. Grimm

60,906

35

John B. Menzer

129,563

755

H. Lee Scott, Jr.

254,810

25,336

S. Robson Walton

28,026

57,360

Directors and Officers as a Group

1,628,925

332,548

The Holdings of Officers and Directors also include phantom stock received by Wal-Mart’s outside
       directors as part of their compensation, as follows: Steve Friedman (6,591(7,800 shares), Stanley Gault (7,522
       (8,807 shares), Roland Hernandez (3,177(4,438 shares), Dr. Fred Humphries (6,902 shares), Stan Kroenke (9,659Dawn Lepore (203 shares), Elizabeth Sanders (466(1,055
       shares), Dr. Paula Stern (9,891Don Soderquist (209 shares), Jose Villarreal (3,094(4,284 shares) and John Walton (6,591(7,799 shares).

  • (2)  Amounts shown for Stephen Friedman include 40,000 shares held by the Stephen and Barbara
           Friedman Foundation.

  • (3)  Amounts shown for S. Robson Walton and John T. Walton in this column include 1,695,746,480
           shares held by Walton Enterprises, L.P.

  • (4)   The percent of class held was calculated based on the number of shares outstanding plus those shares E. Stanley Kroenke,
           John T. Walton and S. Robson Walton had a right to acquire within 60 days of March 31, 2001,2002, in the amount
           amounts of 2,174, 2,1749,434 shares and 173,222,28,026 shares, respectively.

  • Page 13

     

    SECTION 16(a) BENEFICIAL
    OWNERSHIP
    REPORTING COMPLIANCE

              Section 16(a) of the Securities Exchange Act of 1934 requires Wal-Mart’s executive officers, directors and persons who own more than 10% of the Company’s stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC"). These reports are also filed with the New York Stock Exchange. A copy of each report is furnished to Wal-Mart.

              SEC regulations require Wal-Mart to identify anyone who filed a required report late during the most recent fiscal year. Based solely on review of reports furnished to the Company and written representations that no other reports were required during the fiscal year ended January 31, 2001,2002, all Section 16(a) filing requirements were met.met except that five of our executive officers filed late reports regarding transactions relating to shares of restricted stock. Thomas M. Coughlin filed one late report relating to two exchanges of restricted shares in connection with tax payments. David D. Glass filed two late reports, the first for conversion of restricted shares to cash in order to defer compensation and the second for two transactions, one relating to an exchange of restricted shares in connection with tax payments and another for the conversion of restricted shares to cash in order to defer compensation. Thomas R. Grimm filed one late report relating to an exchange of restricted shares in connection with tax payments. John B. Menzer filed two late reports, each relating to a conversion of restricted shares to cash in order to defer compensation. James A. Walker, Jr. filed one late report relating to the conversion of restricted shares to cash in order to defer compensation. All of these transactions were reported to the SEC in April 2002.

    Page 13

    STOCK PERFORMANCE CHART

              This graph shows Wal-Mart’s cumulative total shareholder return during the last five fiscal years ended January 31, 2001.2002. The graph also shows the cumulative total returns of the S&P 500 Index and the published retail industry index.S&P Retailing Index. The comparison assumes $100 was invested on January 31, 1996,1997, in Wal-Mart stock and in each of the indices shown and assumes that all of the dividends were reinvested.

     

    Page 14

    ITEM 2: SHAREHOLDER PROPOSAL
    PROPOSAL REGARDING STANDARDSEQUAL EMPLOYMENT|
    FOR VENDORSOPPORTUNITY REPORT

              The following shareholder proposal wasand supporting statement appears exactly as received from General Board of Pension and Health Benefits ofby the Company. The United Methodist Church, 1201 Davis Street, Evanston, IL 60201-4118, and from certain other shareholders. TheirCompany will provide promptly to shareholders the names, addresses and number of shares they hold are availableof voting securities held by the proponents upon receiving an oral or written request.

              Whereas: Equal employment is a key issue for shareholders. The public1995 bipartisan Glass Ceiling Commission Study explains that a positive diversity record also has a positive impact on the bottom line. This study is increasingly concerned about the conditions under which the goods they purchase and the clothing they wear are produced.

        As U.S. companies import more goods, consumer concern is growing about working conditions in facilities around the world that fall far below basic standards of fair and humane treatment. Reports indicate that retail items soldimportant for shareholders because it shows how many corporations in the United States select for advancement from less than 50 percent of the total talent available in our work force. Women and minorities comprise 57 percent of the work force yet represent only 3 percent of executive management positions and women are being manufactured under unhealthy working conditions or using child labor.awarded more than half of all master degrees, yet represent only 10 percent of senior-level management positions.

        Our company purchases products from China where human rights abuses persist, unfair labor practices occur          These statistics show the limits placed on selecting the most talented people for employment and low wages are paid. Recently, Wal-Mart received negative publicitytop management positions.

              Not attending to diversity impacts the bottom line because of the company contracted with Chun Si Enterprise Handbag Factory in Zhongshan, China,real costs of discrimination cases, the potential loss of government contracts and the financial ramifications of a sweatshop producing handbags for Wal-Mart. After a three-month investigation, Business Weekdamaged corporate image.

    • In 1996 the Wall Street Journal reported that workers were forcedShoney’s earnings for fiscal year 1992 posted a direct
       loss of $16.6 million as a result of settling a racial discrimination suit for $134.5 million.

    • In 1997 Denny’s reported it was still trying to win back its minority customers, dating back to the 1992
      discrimination complaints against Denny’s.

    • In 1998 Smith Barney agreed to spend $15 million on diversity programs to settle a case brought by
       plaintiffs charging sexual harassment.

    • In 2001 Coca-Cola settled a racial discrimination suit for a historic $192.5 million.

    • In 2001 Norfolk Southern paid $28 million in discrimination suit.

    More than 150 major employers publicly report on work long hours at poverty wagesforce diversity to their shareholders. Primary examples are Disney/ABC Commitment Report, USAir Affirming Workplace Diversity Report, Intel Diversity Report, Monsanto Diversity Report, and were subject to beatingsTexaco Diversity Report. These reports often describe diversity progress and exorbitant fines for small infractions, such as taking too longchallenges, and many companies include this information in the bathroom. Auditors hired by Wal-Mart to monitor its Standards for Vendors found some problems at Chun Si, but the "audits missed most of the more serious abuses, …including beatings and confiscated identity papers." (Business Weektheir annual reports., October 2, 2000)

    Page 14

        Socially responsible companies need to assure shareholders and consumers that workers are treated with respect and paid fairly in factories where the products they buy are produced or assembled. Currently, Wal-Mart’s monitoring program is heavily dependent on auditors who do not have the trust of workers and miss serious labor rights violations.

        We believe Wal-Mart should demonstrate enforcement of its Standards for Vendors by developing independent monitoring programs with local non-governmental and independent labor rights groups. Adding little to production costs, a policy should be established for providing a sustainable living wage for employees and encouraging support for fundamental workplace rights as defined by the International Labor Organization.

        A number of companies have implemented independent monitoring programs in conjunction with local non-governmental organizations and labor rights groups. Independent monitoring provides greater assurance that the company’s Standards for Vendors are applied, protecting the company from negative publicity associated with the discovery of sweatshop practices.

    RESOLVED: The shareholders request the Board of Directors toour company prepare a report at reasonable expense describing Wal-Mart’s actionscost within four months of the annual meeting that may omit confidential information on the issues described below.

    1. A chart identifying employees according to ensure it does not purchase fromtheir sex and race in each of the nine major EEOC defined job
        categories for 1999, 2000, 2001 listing numbers in each category.

    2. A summary description of any Affirmative Action policies and programs to improve performances, including
        job categories where women and minorities are underutilized.

    3. A description of any policies and programs oriented specifically toward increasing the number of managers
        who are qualified females and/or belong to ethnic minorities.

    4. A general description of how the company publicizes our company’s Affirmative Action policies and
        programs to merchandise suppliers who manufacture items using forced labor, convict labor, or child labor, or who fail to comply with fundamental workplace rights protecting their employees’ wages, benefits, working conditions, freedom of association, collective bargaining and other rights. The report will be made available by November, 2001.
    service providers.

    Supporting StatementPage 15

     We believe the report should include a description of:

    1. Current monitoring practices enforcing the company’s Standards for Vendors for its manufacturers, vendors, sub-contractors and licensees.
    2. Plans for independent monitoring programs involving local respected religious, labor rights and human rights groups.
    3. Policies to implement wage adjustments to ensure adequate purchasing power and a sustainable living wage.
    4. Incentives to encourage suppliers to comply with standards, rather than terminate contracts.
    5. Plans to report to the public on supplier compliance reviews.

    WAL-MART’S STATEMENT IN
    OPPOSITION TO THE PROPOSAL FOR
    VENDORREGARDING EQUAL EMPLOYMENT
    OPPORTUNITY REPORT

              Respect for the individual is a foundation upon which Wal-Mart is built. This essential part of our philosophy is reflected in our commitment to providing equal opportunity in employment and advancement for women and minorities. The Company is committed to full compliance with all fair employment and civil rights laws. This commitment is reaffirmed by our policies and our actions. It is Wal-Mart’s policy to recruit, hire, train, promote, and provide other conditions of employment without regard to race, color, age, gender, religion, disability, national origin, or veteran status. The Company extends this policy of valuing differences and respecting the individual beyond our workplace to our relationships with suppliers and the communities we serve through various programs.

              Wal-Mart openly and clearly communicates its commitment to equal employment opportunity to all applicants and associates through our recruitment advertisements, application materials, the associate handbook, and other internal communications. We also publicize in prominent postings in all Company locations the Company’s core principle of respect for the individual. Because we believe so strongly in this principle, we regularly inform our associates through internal communications of the mechanisms for reporting any form of discrimination or harassment. For example, Wal-Mart encourages early identification and resolution of employment issues through its Open Door Policy, which empowers any associate to bring any problem or concern to the attention of any level of management within our Company at any time. Wal-Mart also maintains a toll-free Ethics Hotline linked directly to corporate headquarters through which associates can report alleged discrimination or harassment.

              Furthermore, to increase awareness of the importance of diversity internally, Wal-Mart has created a Diversity Action Committee. The Committee’s mission statement is: "To create and foster an environment in which differences in people and culture are respected and reflected in every aspect of our Company." To create this type of environment, we have developed Company-wide programs to address leadership development, employee mentoring and workforce diversity. These programs have given Wal-Mart a competitive advantage when recruiting, hiring, and retaining the most qualified associates.

              Shareholders, suppliers and the general public are informed of Wal-Mart’s diversity philosophy and programs through our Diversity Pamphlet, which is available to anyone upon request. As stated in the pamphlet, "We are committed to ensuring a diverse workplace that provides opportunities for growth and development." At Wal-Mart, we strive to attract and retain associates who represent the diversity of our customers and the communities in which we serve. This makes good business sense and has been beneficial to the social and financial performance of the Company.

              The shareholder proposal, which is substantially similar to proposals Wal-Mart’s shareholders have rejected three times in the past seven years, also requests a chart similar to that which is known as a Form EEO-1, which the Company and other private employers prepare and file on a confidential basis with the Equal Employment Opportunity Commission. Wal-Mart does not believe that publicizing these confidential reports would further the goal of equal employment opportunity in any meaningful way. To obtain consistent statistical information across all categories of private employers, the government requires the Company to report the Form EEO-1 information in categories that do not take into account certain factors like workforce availability or interest in advancement.

    Page 16

    Therefore, the information in the reports could be taken out of context and misinterpreted, which would not further the Company’s equal employment efforts.

              Wal-Mart’s strong commitment to equal employment opportunity, as expressed in our publicly available Diversity Pamphlet, is exemplified by our existing internal communications and programs. Additionally, the requested EEO-1 information, which is protected by law as confidential, does not fully reflect the Company’s equal employment business practices. Therefore, the preparation of a report as requested by the proponents is not in the best interests of the shareholders.

    For these reasons, the Board of Directors recommends that the shareholders vote AGAINST this proposal.

    ITEM 3: SHAREHOLDER PROPOSAL
    REGARDING GLOBAL
    HUMAN RIGHTS STANDARDS

              The following shareholder proposal and supporting statement appears exactly as received by the Company. The Company will provide promptly to shareholders the names, addresses and number of shares of voting securities held by the proponents upon receiving an oral or written request.

              Whereas, Wal Mart, Inc. currently has extensive overseas operations, and

              Whereas, reports of human rights abuses in the overseas subsidiaries and suppliers of some U.S.-based corporations has led to an increased public awareness of the problems of child labor, "sweatshop" conditions, and the denial of labor rights in U.S. corporate overseas operations, and

              Whereas, corporate violations of human rights in these overseas operations can lead to negative publicity, public protests, and a loss of consumer confidence which can have a negative impact on shareholder value, and

              Whereas, a number of corporations have implemented independent monitoring programs with respected human rights and religious organizations to strengthen compliance with international human rights norms in subsidiary and supplier factories, and

              Whereas, these standards incorporate the conventions of the United Nation’s International Labor Organization (ILO) on workplace human rights which include the following principles:

    1) All workers have the right to form and join trade unions and to bargain collectively. (ILO
        Conventions 87 and 98)

    2) Workers representatives shall not be the subject of discrimination and shall have access to all
        workplaces necessary to enable them to carry out their representation functions. (ILO
        Convention 135)

    3) There shall be no discrimination or intimidation in employment. Equality of opportunity and
        treatment shall be provided regardless of race, color, sex, religion, political opinion, age,
        nationality, social origin, or other distinguishing characteristics. (ILO Convention 100 and 111)

    4) Employment shall be freely chosen. There shall be no use of force, including bonded or prison
        labor. (ILO Conventions 29 and 105)

    5) There shall be no use of child labor. (ILO Convention 138), and,

    Page 17

              Whereas, independent monitoring of corporate adherence to these standards is essential if consumer and investor confidence in our company’s commitment to human rights is to be maintained,

              Therefore, be it resolved that shareholders request that the company commit itself to the implementation of a code of corporate conduct based on the aforementioned ILO human rights standards by its international suppliers and in its own international production facilities and commit to a program of outside, independent monitoring of compliance with these standards.

    WAL-MART’S STATEMENT IN OPPOSITION
    TO THE PROPOSAL REGARDING
    GLOBAL HUMAN RIGHTS STANDARDS

              Wal-Mart has long supported human rights in the workplace. This support is reflected in the policies and procedures that we have had in place for many years, such as our Supplier Standards, our factory certification process, and our annual audit procedures. Since 1992, Wal-Mart has required each supplier, including suppliers outside the United States, to affirm that the conditions under which their goods were produced comply with Wal-Mart’sconform to certain standards of business practices. These Supplier Standards for Suppliers and that they:

              These Supplier Standards directly and substantially address the issues raised by the ILO Conventions mentioned in the proposal.

              Wal-Mart’s Supplier Standards are posted in facilities that manufacture products for us in the local language. Supplier Standards are available in 24 languages including English. The Company also provides an address and a toll-free number so that anyone with knowledge of a violation of these Supplier Standards may report it to Wal-Mart.

              Wal-Mart’s rigorous and substantive factory certification process applies to supplier factories from which we purchase goods directly. Before Wal-Mart accepts a shipment of merchandise from a supplier’s factory, that factory must be certified. The standards for certification have five levels of assessment ranging from pass (i.e., no observable violations and re-inspection in twelve months) to fail (i.e., violations were observed relating to child labor, discrimination, human rights abuses and/or unsafe or hazardous working conditions). Factories currently producing merchandise must maintain certification in order for additional orders to be placed. Wal-Mart will not buy goods produced by factories that have been denied certification. A third-partyfactory is denied certification if it is assessed as either pending fail or fail.

              Wal-Mart believes so strongly in its Supplier Standards and factory certification process that it has instituted an audit system is fully implemented to ensure thethat suppliers’ factories meet and adhere to the Wal-Mart Factory Certification criteria. This process includes on-site visits and accounting audits, as well as personal interviews with workers. Our guidance documents to monitors and suppliers were revised during 2000 to reflect evolving factory monitoring concerns. At the same time, our weighted assessment scoring was also revised better to represent the factory conditions encountered. Wal-Mart and

    Page 15

    our monitors continue to work together to ensure a consistently high quality of audits and that these audits are continuously improving.

    remain in compliance. Audits for all facilities producing Wal-Mart goods are conducted once a year or more often, depending on the conditions found in the initial audit. During 2000, our agent, Pacific Resources Export Limited, conducted over 5000 audits, while other third party monitors conducted another 2000 factory audits. Wal-Mart’s Factory Certification team has been reorganized to ensure trained country specialists handleAn audit process includes on-site visits, review of personnel, time and pay records, as well as private, personal interviews with workers. If inspectors identify any problems, the reports, and follow up on questions suppliers have in addressing issues of noncompliance. We view supplier education as an integral component to assure remediation of factory issues and assist production partners in becoming socially compliant.

    Page 18

     The assessment standard for certification has 5 levels ranging from Pass (e.g., no observable violations and reinspection in 12 months) to Fail (i.e., violations were observed relating to child labor, transshipment, discrimination, human rights abuses and/or unsafe hazardous working conditions).

        Wal-Mart will not buy goods produced in a factory that has been denied certification. Certification is denied if the factory receives an assessment score of Pending Fail or Fail. Factoriesfactories are required to correct any problems identified by inspectors. In the case of the Chun Si factory, the factory’s failure to correct those issues identified by the auditors led Wal-Mart to drop the factory well in advance of the negative publicity cited by the proponents.them within a specified time period.

              We cancel all orders from factories where egregiousserious noncompliance issues are observed and advise the supplier involved of the cancellation. Should a supplier again place an order for Wal-Mart purchase orders inwith a factory that has been denied certification, all orders forfrom that supplier in the country in which that factory is located are canceled. In the event of a third occurrence, Wal-Mart terminates the relationship with the supplier on the third occurrence.a global basis.

              The CompanyWal-Mart is proud of its factory inspection programcertification and believesaudit process, and the Company continually strives to make it better. For example, our factory certification team now has trained country specialists handling audit reports and answering suppliers’ questions about noncompliance issues and corrective action. We view supplier education as an integral component to assuring remediation of factory issues and assisting production partners with compliance issues. Wal-Mart recently developed an electronic database that much good has been accomplished through the program. For example,tracks important factory information. The system allows us to track a factory’s historical performance, which should assist us in spotting and resolving issues quickly.

              Wal-Mart’s Supplier Standards, are postedfactory certification process, and third-party audit procedures show our strong commitment to workplace human rights. Our on-going efforts to improve the quality of our internal processes and information gathering techniques also demonstrate our continual commitment to progress in the local language (Supplier Standards are available in 24 languages including English) in all factories where merchandise is sourced. Finally, the Company provides a 800 toll free number so that suspected violations of its vendor standards may be easily reported.regard to workplace human rights.

        Wal-Mart has identified access to factory information as a need. Wal-Mart Corporate Compliance will test a web-based database on Retail Link, a system used by Wal-Mart vendors, in June 2001 with final rollout to suppliers in January 2002. This system will provide archiving and correlating functions that are critical to tracking historical performance and understanding our program’s effectiveness.

        Wal-Mart’s factory inspection program made substantial progress during 2000. As a good business partner in the communities where our merchandise is manufactured, we are committed to continuing that trend.

    For these reasons, the Board of Directors recommends that the shareholders vote AGAINST this proposal.

    SUBMISSION OF SHAREHOLDER
    PROPOSALS AND DIRECTOR
    NOMINATIONS

              If you want to present a proposal for possible inclusion in the Company’s 20022003 proxy statement, send the proposal to Robert K. Rhoads, Secretary of the Company, Bentonville, Arkansas 72716, by registered, certified, or express mail. Proposals must be received on or before December 18, 2001.16, 2002.

              The Company carefully considers all proposals and suggestions from shareholders. If a proposal is clearly in the best interests of Wal-Mart and its shareholders, the Company will implement it

    Page 16

    without including it in the proxy statement, unless a shareholder vote is required by law.

              If you want to recommend a director candidate, please write to Robert K. Rhoads, Secretary of the Company, providing the recommended candidate’s name, biographical information and qualifications. Wal-Mart’s management will forward information about the most highly qualified candidates to the Compensation and Nominating Committee for consideration.

    INDEPENDENT AUDITORS

              Ernst & Young LLP has been selected as the Company’s independent auditors.auditors for the fiscal year ending January 31, 2003. Ernst & Young and its predecessor, Arthur Young & Company, have been Wal-Mart’s independent auditors since prior to the Company’s initial offering of securities to the public in 1970. Representatives of Ernst & Young LLP will attend the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and to respond to appropriate questions.

    Page 19

              Fees for the annual audit for the fiscal year ended January 31, 20012002 were $2,754,200.$2,675,000. All other fees were $2,025,100,$6,283,000, including audit-related services of $465,900$698,000 and non-audit services of $1,559,200.$5,585,000. Audit-related services include fees for SEC registration statements,statement related services, benefit plan audits, and consultation on accounting standards or transactions. Non-audit services were primarily tax services.

    OTHER MATTERS

              The Board does not intend to present any items of business other than those stated in the Notice of Annual Meeting of Shareholders. If other matters are brought properly brought before the meeting, the persons named in the accompanying proxy will vote the shares represented by it in accordance with their best judgment. Discretionary authority to vote on other matters is included in the proxy.

    By Order of the Board of Directors

    /s/

    Robert K. Rhoads
       Robert K. Rhoads

    Secretary

    Bentonville, Arkansas
    April 16, 200115, 2002

    Page 17

    APPENDIX A

    CHARTER OF THE AUDIT COMMITTEE
    OF THE BOARD OF DIRECTOR OF
    WAL-MART STORES, INC.

    PUPPOSES AND RESPONSIBILITIES

    The Audit Committee has been created to implement and to support the oversight function of the Board of Directors (the "Board") to promote quality financial reporting, accounting policies, internal controls and independent and objective outside auditors.

    The Audit Committee has responsibility to:

    • oversee the integrity of the audit process, financial reporting and internal accounting controls of the Company;
    • oversee the work of the Company’s financial management ("Management"), internal auditors (the "Internal Auditors") and independent auditors (the "Outside Auditors") in these areas;
    • oversee Management’s development of, and adherence to, a sound system of internal accounting and financial controls and that the Internal Auditors and the Outside Auditors objectively assess the Company’s financial reporting, accounting practices and internal controls; and
    • provide an open avenue of communication between the Outside Auditors, the Internal Auditors and the Board.

    The Audit Committee will adopt policies and procedures for carrying out its responsibilities. Such policies and procedures should be flexible so the Audit Committee may react to changing conditions and ensure that the Company’s internal controls and accounting and financial reporting practices meet all legal requirements and are of the highest quality.

    MEMBERSHIP OF THE COMMITTEE

    1. The Audit Committee will consist of three or more directors, as determined annually by the Board.
    2. Each member of the Audit Committee must:
    • not have a relationship with the Company that would interfere with the exercise of his or her independent judgment;
    • be financially literate, as that qualification is interpreted by the Board, or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee;
    • not be or have been during the three years preceding his or her appointment to the Audit Committee an employee or non-employee executive officer of the Company or any of its Affiliates (as defined in the paragraph 303.02 of the New York Stock Exchange, Inc.’s NYSE Listed Company Manual (the "NYSE Definitions"));
    • not be or have been during the three years preceding his or her appointment to the Audit Committee a partner, controlling shareholder or executive officer of an organization that has a Business Relationship with the Company unless the Board determines that the business relationship does not interfere with the Director’s exercise of independent judgment;
    • not have or have had within the three years preceding his or her election to the Audit Committee a direct business relationship with the Company unless the Board determines that the relationship does not interfere with the Director’s exercise of independent judgment;
    • not be employed as an executive of another corporation for which any of the Company’s executive officers serve as a member of the other corporation’s compensation committee; and
    • not be an Immediate Family member, as defined in the NYSE Definitions, of an individual who is or has been during the three years preceding his or her appointment to the Audit Committee an executive officer of the Company or its Affiliates.

        At least one member of the Audit Committee must have accounting or related financial management expertise.

    1. The Board will exercise its business judgment to determine a director’s eligibility to serve on the Audit Committee. The Board may elect one director to the Audit Committee who is no longer an employee or non-employee executive of the Company or any of its Affiliates or an Immediate Family member of an executive officer of the Company or any of its Affiliates, but who has been so within the three years prior to the date of his or her appointment to the Audit Committee, under exceptional circumstances if the Board determines that the director’s membership on the Audit Committee is required by the best interests of the Company and its shareholders and the nature of the relationship and reasons for the determination are disclosed in the Company’s next annual proxy statement.

      MEETINGS OF THE AUDIT COMMITTEE

    1. The Audit Committee will meet as often as it deems appropriate to discharge its responsibilities, but shall meet at least two times each year. The Audit Committee may ask members of Management, the Outside Auditors, the Internal Auditors or others to attend any of its meetings and to provide any information it may deem appropriate.
    2. Page 18

    3. To the extent it deems necessary, the Audit Committee will meet with Management, the Outside Auditors and the Internal Auditors, either with all or one or more of such group being present at any meeting, to discuss matters for which the Audit Committee has responsibility.

    4. SPECIFIC RESPONSIBILITIES OF THE AUDIT COMMITTEE

      Selection and Oversight of the Outside Auditors.

    5. The Outside Auditors are ultimately accountable to the Board and the Audit Committee. The Board and Audit Committee shall select and, where appropriate, replace the Outside Auditors or nominate an independent accounting firm to be proposed in the Company’s proxy statement for shareholder approval as the Outside Auditors.
    6. The Audit Committee will approve the terms of the engagement and compensation of the Outside Auditors, including compensation for management advisory or other services provided to the Company by the Outside Auditors or an affiliate of the Outside Auditors.
    7. The Audit Committee will, as needed, evaluate the Outside Auditors and their impact on the accounting practices, internal controls and financial reporting of the Company.
    8. The Audit Committee shall be responsible for requiring that the Outside Auditors submit to it on a periodic basis a formal written statement delineating all relationships between the Outside Auditors and the Company, including the disclosures regarding the Outside Auditors independence required by the Independence Board Standard No. 1, as in effect from time to time.
    9. The Audit Committee shall be responsible for actively engaging in a dialogue with the Outside Auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the Outside Auditors and for recommending that the Board take appropriate action in response to the Outside Auditors’ report to satisfy itself of the Outside Auditors’ independence.

    10. Appointment and Oversight of Internal Auditors.

    11. The Audit Committee will review and concur in the appointment, replacement, reassignment or dismissal of the Company’s Chief Audit Executive and the compensation package for such person.
    12. The Audit Committee will, as it deems necessary, evaluate the Internal Auditors and their impact on the accounting practices, internal controls and financial reporting of the Company.

    13. Oversight and Review of Accounting Principles and Practices and Internal Controls.

    14. The Audit Committee will, as it deems necessary, exercise oversight of, and review and discuss with Management, the Outside Auditors and the Internal Auditors:
    1. the quality, appropriateness and acceptability of the Company’s accounting principles used in its financial reporting, the clarity of the financial disclosures made, changes in the Company’s accounting principles or practices, the application of particular accounting principles and disclosure practices by Management to new transactions or events;
    2. potential major changes in generally accepted accounting principles and the effect of those changes on the Company’s financial statements;
    3. changes in accounting principles, financial reporting policies and internal controls proposed to be implemented by the Company;
    4. significant litigation, contingencies and claims against the Company and material accounting issues that require disclosure in the Company’s financial statements;
    5. information regarding any "second" opinions sought by Management from an independent auditor with respect to the accounting treatment of a particular event or transaction;
    6. Management’s compliance with the Company’s processes, procedures and internal controls;
    7. the adequacy and effectiveness of the Company’s internal accounting and financial controls and the recommendations of Management, the Outside Auditors and Internal Auditors for the improvement of accounting practices and internal controls; and
    8. disagreements between Management and the Outside Auditors or the Internal Auditors regarding the application of any accounting principles or any other matter.

    Oversight and Monitoring of the Company’s Financial Statements and Audits.

    1. The Audit Committee will, as it deems necessary:
    1. review with the Outside Auditors, the Internal Auditors and Management the audit function generally, the scope of proposed audits of the Company’s financial statements and the audit procedures to be used in those audits;
    2. review the audit efforts of the Outside Auditors, the Internal Auditors and Management to facilitate effective use of audit resources;
    3. review information regarding internal audits;
    4. review with the Outside Auditors and Management each set of audited financial statements and the notes to those financial statements and, with respect to the Company’s
    5. Page 1920

       

      audited financial statements for the preceding fiscal year, recommend whether those audited financial statements should be included in the Company’s Annual Report on Form 10-K relating to that fiscal year; and

    6. discuss with the Outside Auditors any serious difficulties or disputes with Management encountered during the course of the audit.

    Communications with the Outside Auditors.

    1. The Audit Committee will, as it deems necessary, communicate with the Outside Auditors to:
    1. obtain information concerning accounting principles adopted by the Company, internal controls of the Company, Management, the Company’s financial, accounting and internal auditing personnel and the impact of each on the quality and reliability of the Company’s financial reporting;
    2. obtain the information required to be disclosed to the Company by generally accepted auditing standards in connection with the conduct of an audit, including topics covered by SAS 54, 60, 61 and 82; and
    3. require the Outside Auditors to review the financial information included in the Company’s Quarterly Reports on Form 10-Q in accordance with Rule 10-01(d) of Regulation S-X of the Securities and Exchange Commission (the "Commission") prior to the Company filing such reports with the Commission and to provide to the Company for inclusion in the Company’s Quarterly Reports on Form 10-Q any reports of the Outside Auditors required by Rule 10-01(d).

    Communications with the Internal Auditors.

    1. The Audit Committee will, as it deems necessary, communicate with the Internal Auditors to obtain information concerning accounting principles adopted by the Company, internal controls of the Company, Management, the Company’s financial and accounting personnel and the impact of each on the quality and reliability of the Company’s financial statements.
    2. Communications with Management.

    3. The Audit Committee will, as it deems necessary, communicate with Management to obtain information concerning accounting principles adopted by the Company, internal controls of the Company, the Outside Auditors, the Company’s financial, accounting and internal auditing personnel and the impact of each on the quality and reliability of the Company’s financial statements.
    4. Audit Committee Reports.

    5. The Audit Committee will prepare annually a report for inclusion in the Company’s proxy statement relating to its annual shareholders meeting. In that report, the Audit Committee will state whether it has: (i) reviewed and discussed the audited financial statements with Management; (ii) discussed with the Outside Auditors the matters required to be discussed by Statement on Auditing Standards No. 61, as that statement may be modified or supplemented from time to time; (iii) received from the Outside Auditors the written disclosures and the letter required by Independence Standard Board Standard No. 1, as that standard may be modified or supplemented from time to time, and has discussed with the Outside Auditors, the Outside Auditors’ independence; and (iv) based on the review and discussions referred to in clauses (i), (ii) and (iii) above, recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the last fiscal year for filing with the Commission.
    6. To the extent such information is not included in the annual report of the Audit Committee to be included in the Company’s proxy statement relating to its annual shareholders meeting, the Audit Committee will also report at least annually to the Board on significant results of its activities and compliance with this Charter.
    7. Additional Responsibilities.

    8. The Audit Committee will:
    1. as it deems necessary, conduct or authorize investigations into any matters within the Audit Committee’s scope of responsibilities. The Audit Committee shall be empowered to retain independent counsel and other professionals to assist in the conduct of any investigation; and
    2. review and approve or disapprove the Company entering into any transaction with one or more Affiliates involving in excess of $60,000.

    The Charter.

    The Board shall review and update this Charter annually and otherwise as circumstances dictate.

    Page 20

     

    ADMITTANCE SLIP
    WAL-MART STORES, INC.
    Annual Meeting of Shareholders

    Place:      Bud Walton Arena
                    UniiversityUniversity of Arkansas Campus (parking on North Razorback Drive)
                    Fayetteville, Arkansas

    Time:      June 1, 2001,7, 2002, 9:00 a.m.AM CDST
                      (Pre-meeting activities at 7:00 a.m.)

    Casual dress is recommended.

    Please present this slip at the entrance. You may bring guests, but we reserve the right to limit the number of your guests. Photographs for use in Company publications will be taken at the Annual Meeting.meeting may be used by Wal-Mart Stores, Inc. By attending, you waive any claim to these photographs. Camcorders or video taping equipment of any kind are expressly prohibited.

    MEETING REMINDERS

    1. Please bring this admittance slip and a picture I.D.
        to gain access.
    2. Additional security precautions will be taken.
        Bags, purses, and briefcases may be subject to
        inspection. To speed the process, please bring
        only the essentials.
    3. Camcorders or video taping equipment are
        not allowed.

    Wal-Mart Stores, Inc.
    Bentonville, AR 72716
    501/273-4000 • 479-273-4000
    Retail Internet Site: www.wal-mart.com
    Corporate Internet Site: www.walmartstores.com

     

    Back Cover

     

    PROXY

    WAL-MARTWAL-MART STORES, INC. PROXY

    SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF THE SHAREHOLDERS OF WAL-MARTWAL-MART STORES, INC. TO BE HELD ON June 1, 20017, 2002

              I have received the Notice of Annual Meeting of Shareholders to be held on June 1, 2001,7, 2002, and a Proxy Statement furnished by Wal-Mart’s Board of Directors for the Meeting. I appoint S. ROBSON WALTON, H. LEE SCOTT, JR. and DAVID D. GLASS, or any of them, as Proxies and Attorneys-in-Fact, with full power of substitution, to represent me and to vote all shares of Wal-Mart common stock that I am entitled to vote at the Annual Meeting on June 1, 20017, 2002, in the manner shown on this form as to the following matters and in his discretion on any other matters that come before the meeting. If I participate in the Wal-Mart Stores, Inc. Profit Sharing Plan or if I have a portion of my interest in the 401(k) Plan invested in Wal-Mart stock, I also direct the Trustee(s) of the respective Trust(s) to vote my stock which is attributable to my interest in each of the Plan(s) at the Meeting in the manner shown on this form as to the following matters and in the discretion of the Trustee(s) on any other matters that come before the Meeting.

    RESOLVED, that the following persons are nominated for election to the Board of Directors of Wal-Mart Stores, Inc., such election to be at the Annual Meeting of Shareholders on June 7, 2002:

    (Change of Address/Comments)

    RESOLVED, that the following persons are nominated for election to the Board of Directors of Wal-Mart Stores, Inc., such election to be at the Annual Meeting of Shareholders on June 1, 2001:

    01 John T. Chambers, 02 Stephen Friedman, 03 Stanley C. Gault, 04 David D. Glass, 05 Roland A. Hernandez, 06 J. Paul Reason, 07 Elizabeth A. Sanders, 08 H. Lee Scott, Jr., 09 Jack C. Shewmaker, 10 Donald G. Soderquist, 11 Jose H. Villarreal, 12 John T. Walton, 13 S. Robson Walton.

    (Change of Address/Comments)

    ___________________________

    ___________________________

    ___________________________

    (If you have written in the above space, please mark the corresponding box on the reverse side of this card)

    01 James Breyer, 02 John T. Chambers, 03 Thomas M. Coughlin, 04 Stephen Friedman, 05 Stanley C. Gault, 06 David D. Glass, 07 Roland A. Hernandez, 08 Dawn G. Lepore, 09 J. Paul Reason, 10 Elizabeth A. Sanders, 11 H. Lee Scott, Jr., 12 Jack C. Shewmaker, 13 Jose H. Villarreal, 14 John T. Walton, 15 S. Robson Walton

    You are encouraged to specify your choices by marking the appropriate boxes on the reverse side, but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendations. The Proxy holders cannot vote your shares unless you sign and return this card.

    FOLD AND DETACH HERE


    WAL-MART

    WAL-MART STORES, INC.

    Annual Meeting of Shareholders

    June 1, 20017, 2002
    9:00 a.m.AM (CDST)
    (Pre-meeting activities at 7:00 a.m.)

    Bud Walton Arena
    University of Arkansas
    Fayetteville, Arkansas

     

    ELECTRONIC ACCESS TO WAL-MART’S FUTURE ANNUAL REPORTS AND PROXY MATERIALS

    Help Wal-Mart reduce expenses and eliminate bulky materials from your mail. Sign-up for internet access to Wal-Mart’s proxy materials and Annual Report. If you enroll in this service, we will e-mail you the Annual Report and Proxy Statement on-line, along with instructions that will enable you to cast your vote. To sign-up, access http://www.econsent.com/wmt and follow the instructions indicated so that you will receive next year’s proxy materials and Annual Report electronically.

    Back

     

    6973

     X Please mark your votes as in this example.

    If this proxy is signed and returned, it will be voted in accordance with your instructions shown below. If you do not specify how the proxy should be voted, it will be voted for item 1, and AGAINST item 2.items 2 and 3.

    The Board of Directors recommends a vote FOR:

    The Board of Directors recommends a vote AGAINST:

    FORWITHHELD

    FORAGAINSTABSTAIN
    1. Election of
        Directors
        (See(see reverse)

    FOR, except vote from the following nominee(s):

    __________________________________________

    FOR   AGAINST   ABSTAIN

    2. A shareholder
        resolution
        regarding equal
        employment
        opportunity
        report
    FOR, except vote withheld from the following
    nominee(s):

    ______________________________________
    3. A shareholder
        resolution
        regarding global
        human rights
        standards for

    Change of Address/Comments
        vendors(see reverse)







    Signature(s) ________________________________________







     Change of
    Address/Comments
     (See reverse)Date ______________________________
          ______


    Signiture(s) ________________________________________________Date_________________________
    Note:NOTE: Please sign exactly as your name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.such

     

    FOLD AND DETACH HERE

    Control Number

        WAL-MART      Wal-Mart Stores, Inc. encourages you to take advantage of two convenient ways to vote your shares. If you hold your shares in your own name rather than through a broker, you can vote your shares electronically by internet or by telephone. This eliminates the need to return the proxy card.

          To vote your shares electronically you must use the control number printed above, just below the perforation. The series of numbers that appear above must be used to access the system.

          To vote over the internet: Log on to the internet and go to the voting web site

    http://www.eproxyvote.com/wmt

          To vote over the telephone: On a touch-tone telephone call 1-877-PRX-VOTE (1-877-779-8683)

    24 hours a day 7 days a week.

          Your electronic vote authorizes the named proxies in the same manner as if you marked, signed, dated and returned the proxy card.

          If you choose to vote your shares electronically, there is no need for you to mail back your proxy card.