Responsible Wealth resolution filed by Wal-Mart shareholders as part of national "Week of Higher Expectations"

Equity Compensation Glass Ceiling

Wal-Mart founder Sam Walton's legacy was a company known for creating a better, more secure life for all associates. "Mr. Sam" believed that it was the collective work of associates that contributed to customer and shareholder value. He was fond of telling tales of greeters and cashiers who retired as millionaires thanks to the Wal-Mart stock they received along with their pay.

More than 60% of the company's associates are women, and nearly 30% are employees of color, according to the company's WalMartFacts.com website. We don't know what share of the company's stock option and restricted stock goes to these women and minority associates. What we do know is that over the last three years, the company's top five officers (.000003 of all employees), all white men, have received between 4.8% and 13% of the total stock options granted each year, according to the company's proxy statements. Many large U.S. companies distribute options broadly among employees. The wealth generated from these option gains have allowed employees to fund a family member's college education, make a down payment on a house, provide for an enhanced retirement or establish a reserve pool for emergencies.

Wal-Mart's compensation policies are under increased public scrutiny. Employment discrimination litigation can be costly and risks damaging a company's reputation. In 2000, Coca-Cola settled one of the nation's largest employee racial discrimination suits for $192 million. Three years earlier, Home Depot spent $104 million of shareholders' money to settle gender discrimination charges involving just 25,000 female employees. In June 2004, US District Court Judge Martin Jenkins certified a gender discrimination suit involving 1.6 million current and former females employees of Wal-Mart, and called this suit "historic in nature, dwarfing other employment suits that came before it."

RESOLVED,

Shareholders request that the Board prepare a special report documenting the distribution of last year's equity compensation by race and gender of the recipient of stock options and restricted stock awards (i.e., the percentage of equity compensation received by white men, white women, African-American men, African-American women, and so on.) The report shall also provide context explaining recent trends within Wal-Mart's equity compensation granted to women and employees of color. The report, prepared at reasonable cost and omitting proprietary information, shall be available to shareholders, upon request, no later than November 1, 2006.

SUPPORTING STATEMENT

This report will help shareholders determine whether there is an equity compensation glass ceiling at Wal-Mart that might lead to potential future liability. In requesting this report, we wish to be sure that all Wal-Mart associates have received wealth-creating opportunities that fairly reflect their contribution to the company. Wal-Mart has made public commitments to greater transparency and to being a leader in corporate diversity. We believe the disclosure of this additional information is consistent with our company's commitments.

Please vote FOR this proposal.

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