2003 Committee Charter : WMT

PC Docs #777777 1
WAL-MART STORES, INC.
STOCK OPTION COMMITTEE CHARTER
Purpose
The Stock Option Committee (the "Committee") is appointed by the Board of Directors (the
"Board") of Wal-Mart Stores, Inc. (the "Company") to administer certain of the Company's
equity-based compensation plans with respect to equity-based compensation awards granted to
associates who are not directors or officers subject to the provisions of subsection 16(a) of the
Securities Exchange Act of 1934, as amended.
Committee Membership
The Committee shall consist of no fewer than three members, as determined annually by the
Board on the recommendation of the Compensation, Nominating and Governance Committee.
The members of the Committee shall be appointed annually by the Board on the
recommendation of the Compensation, Nominating and Governance Committee. Committee
members may be replaced by the Board at any time. The Board shall designate the Chairman or
Chairwoman ("Chairperson") of the Committee.
Meetings
The Committee shall meet as often as it determines to be necessary or appropriate. The
Chairperson shall preside at each meeting and, in the absence of the Chairperson, one of the
other members of the Committee shall be designated as the acting chair of the meeting. The
Chairperson (or acting chair) may direct appropriate members of management and staff to
prepare draft agendas and related background information for each Committee meeting. The
draft agenda shall be reviewed and approved by the Committee Chairperson (or acting chair) in
advance of distribution to the other Committee members. Any background materials, together
with the agenda, should be distributed to the Committee members in advance of the meeting. All
meetings of the Committee shall be held pursuant to the By-laws of the Company with regard to
notice and waiver thereof, and written minutes of each meeting, in the form approved by the
Committee, shall be duly filed in the Company records. At the request of the Board or as the
Chairperson determines necessary, reports of meetings of the Committee shall be made to the
Board at its next regularly scheduled meeting following the Committee meeting accompanied by
any recommendations to the Board approved by the Committee.
Committee Authority and Responsibilities
The basic responsibility of the members of the Committee is to exercise their business judgment
to act in what they reasonably believe to be in the best interests of the Company and its
shareholders. In discharging that obligation, members should be entitled to rely on the honesty
and integrity of the Company's senior executives and its outside advisors and auditors, to the
fullest extent permitted by law.
PC Docs #777777 2
In addition, the Committee has the following authority and responsibilities:
1. Construe and interpret the terms and conditions of the Company's equity-based
compensation plans pursuant to the authority granted to the Committee by those plans;
2. Establish and amend the rules and regulations regarding administration of the Company's
equity-based compensation plans as authorized under those plans;
3. Select participants from among eligible associates according to the terms and conditions of the
Company's equity-based compensation plans;
4. Grant equity-based compensation awards to eligible associates, including the amount of
equity-based compensation to be awarded and the terms and conditions of the awards;
5. Any additional authority and responsibilities as from time-to-time may be provided in any
equity-based compensation plan of the Company;
6. Any additional authority and responsibilities as from time-to-time may be granted or
determined by the Board or the Board's Compensation, Nominating and Governance
Committee; and
7. With the consent of the Committee, the Committee may be appointed to administer one or
more equity-based compensation plans of an affiliate or subsidiary of the Company, in which
event the Committee will have the authority and responsibilities set forth above.
The Committee shall review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval. The Committee shall annually review its own
performance.