Statement of Ethics

Dear Associates:

Our Company is committed to maintaining an environment inwhich our Associates are

proud to work, our suppliers and other business partners know that they are being dealt with

fairly, and our shareholders can invest with confidence. In furtherance of these goals, we have

updated our Company’s Statement ofEthics to take into accountrecent changes in laws and

regulations.

This revised Statement of Ethics applies to all of our Associates worldwide as well as the

members of our Board of Directors. It is critical that you read thisStatement of Ethics carefully.

As in the past, we ask that each of you make a special commitment to comply with the principles

and policies set forth or referred to in this Statement of Ethics.

Wal-Mart’s business was built upon a foundation of honesty, respect, fairness and

integrity. We must each strive to preserve that foundation by bringing these values to our job

every day. To that end, we must all follow the Statement of Ethics. However, because this

statement cannot possibly describe every practiceor principle related to honest and ethical

conduct, it is also our responsibility to apply common sense, together with a desire simply to do

the right thing, in making business and personal decisions where no stated guideline exists.

The Open Door allows each of us to be heard on any issue. Where ethics are concerned,

our Company goes a step further. You are expectedto raise any questions or concerns regarding

business ethics.

We are all privileged to work for one of the most successful companies in the world. In

order to sustain that success for future generations, it is our responsibility to preserve and

strengthen the core ethical beliefs upon which our Company was founded. We are relying on

each of you to help us fulfill this important responsibility.

S. Robson Walton

Chairman of the Board

H. Lee Scott, Jr.

President & CEO

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OUR THREE BASIC BELIEFS

When Sam Walton founded Wal-Mart Stores, Inc. (“Wal-Mart”), he established the

”Three Basic Beliefs” to which we remain firmly committed:

◊ Respect for the Individual

◊ Service to our Customers

◊ Strive for Excellence

The Three Basic Beliefs go hand in hand with the integrity and ethical conduct that is the

foundation of our business.

GUIDING ETHICAL PRINCIPLES

As Wal-Mart Associates and Directors, we must:

• Follow the law at all times;

• Be honest and fair;

• Never manipulate, misrepresent, abuse or conceal information;

• Avoid conflicts of interest between work and personal affairs;

• Never discriminate against anyone;

• Never act unethically - even if someone else instructs you to do so;

• Never ask someone to act unethically;

• Seek assistance if you have questions about thisStatement of Ethics or if you face an

ethical dilemma;

• Cooperate with any investigation ofa possible ethicsviolation; and

• Report ethics violations or suspected violations.

This Statement of Ethics provides an introduction to the responsibilities of all

Associates, along with an overview of certain important policies. This Statement of

Ethics is an important partof employment with Wal-Mart, but is not intended to

create an express or implied contract of employment in and of itself. The policies of

Wal-Mart may be modified at our sole discretion, without notice, at any time.

Employment with Wal-Mart is on an at-will basis, where permitted by law, meaning

Associates are free to resign at any timefor any or for no reason and Wal-Mart may

terminate an Associate at any time for any or for no reason.

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CONTENTS

PAGE

Using the Statement of Ethics........................................................................................... 1

Introduction........................................................................................................................ 2

Who Is Covered by the Statement of Ethics .................................................................. 2

What Law Applies ......................................................................................................... 2

Associate Responsibilities ............................................................................................. 2

Additional Responsibilities for Management Associates .............................................. 3

Discipline for Violations................................................................................................ 4

Waivers .......................................................................................................................... 4

When You Have an Ethics Concern................................................................................. 5

How to Raise an Ethics Concern ................................................................................... 5

What Happens When an Ethics Concern is Raised ....................................................... 6

Company Policies............................................................................................................... 7

Responsibilities to Our Company and Shareholders................................................ 7

Duties to Shareholders............................................................................................ 7

Financial Integrity .................................................................................................. 7

Conflicts of Interest................................................................................................ 8

Gifts and Gratuities ................................................................................................ 9

Confidential Information........................................................................................ 9

Trade Secrets .......................................................................................................... 10

Insider Trading ....................................................................................................... 11

Wal-Mart Assets..................................................................................................... 12

Media Statements ................................................................................................... 12

Responsibilities to Our Fellow Associates.................................................................. 13

Dignity and Respect ............................................................................................... 13

Non-Discrimination................................................................................................ 13

Harassment and Inappropriate Conduct ................................................................. 13

Wage and Hour....................................................................................................... 14

Immigration ............................................................................................................ 15

Privacy.................................................................................................................... 15

Fraternization.......................................................................................................... 16

Alcohol and Drug Abuse........................................................................................ 16

Responsibilities to Suppliers, Competitors, Customers, Communities and

Governmental Authorities........................................................................................... 17

Relations with Suppliers......................................................................................... 17

Improper Payments................................................................................................. 18

Environmental, Health and Safety.......................................................................... 18

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Antitrust.................................................................................................................. 19

USA PATRIOT Act ............................................................................................... 20

Governmental Dealings.......................................................................................... 21

Political Activities .................................................................................................. 22

Responsibilities Regarding International Business Practices.................................. 23

Bribes, Kickbacks, or Payoffs ................................................................................ 23

International Trade ................................................................................................ 23

Restrictive Trade Practices & Boycotts.................................................................. 25

Important Contact Information....................................................................................... 26

OTHER POLICIES

The following Wal-Mart policies are referred to in this Statement of Ethics and are

available on the Wal-Mart ”Pipeline” or”Wire” or may be obtained from your

supervisor:

Alcohol and Drug Abuse Policy (PD-16)

Code of Ethics for the CEO and Senior Financial Officers

Company Equipment Usage Policy (PD-54)

Competition Policy (OP-13)

Conflict of Interest Policy (PD-13)

Fraternization Policy (PD-22)

Government Relations Policy (CA-15)

Harassment/Inappropriate Conduct Policy (PD-19)

HIPAA Privacy Policy (PD-59)

Insider Trading Policy (CR-01)

International Anti-Corruption Policy (CR-02)

Personal Computers Policy (I1-03)

Public Relations Policy (CA-10)

Risk Management Resource Manual

Use of Computer Modems and InternetUsage and Security Policy (I1-06)

Working Off the Clock Policy (PD-43)

Workplace Violence Policy (PD-48)

Certain national or local policies correspond to the policies in the list above and any conflicts

with the listed policies are to be resolved in favorof the national or local policies. Nevertheless,

all conflicts are to be resolved in favor of this Statement of Ethics to the extent permissible under

local law.

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Using the Statement of Ethics

This Statement of Ethics introduces you to specific principles and policies covering key

ethics issues. It will identify risk areas that you may encounter in your job and help you

determine what to do if you have a question orconcern. The Guiding Ethical Principles

contained at the beginning of this Statement of Ethics provide you with a general guide for

appropriate business conduct. However, no code ofethics or statement ofethical principles can

spell out the proper conduct for every situation. In the final analysis, you must rely on your own

good judgment and sense of ethical behavior to make sure that you are always doing the ”right

thing.”

How the Statement of Ethics is Organized

1. Inside the front cover is a letter from Rob Walton, our Chairman, and Lee Scott, our

President and CEO, which addresses the importance of Wal-Mart’s commitment to

ethics.

2. On the next page are our Guiding Ethical Principles, which provide a quick reference to

a set of general guidelinesfor appropriate behavior.

3. The Introduction section explains your responsibility to comply withthis Statement of

Ethics and to report concerns about possible violations of law or policy.

4. The section entitled ”When You Have an Ethics Concern” tells you how to report an

ethics matter, including a way to report a matter confidentially and anonymously. It

also describes what happens once you raise an ethics concern.

5. Several Wal-Mart policies are summarized in this Statement of Ethics. Each summary

consists of an overview of the policy and helpful hints for handling situations that may

arise. The policies are set forth in greater detail on the ”Pipeline” or ”Wire.”

6. This Statement of Ethics will, in many instances, refer to the applicable United States

policy. If you are an Associate working in another country, your country’s management

may adopt similar, more specific policies that relate to these issues. You must read and

familiarize yourself with your country’s specific policies that relate to your job.

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Introduction

Who Is Covered by the Statement of Ethics

Wal-Mart Associates and Directors. This Statement of Ethics applies to all Associates

worldwide and all members of the Board of Directors of Wal-Mart. It also applies to the

Associates and Directors of all controlled subsidiaries, i.e. where Wal-Mart owns more than 50%

of the stock or equityof the subsidiary.

Third parties. Wal-Mart expects its suppliers, consultants, law firms, public relations

firms, contractors and other service providers to act ethically and in a manner consistent with this

Statement of Ethics. If you hire a service provider, you should take reasonable steps to ensure

that the service providerhas a reputation for integrity and ethical conduct and that the service

provider is acting in a manner that reflects the highest ethical standards.

What Law Applies

Wal-Mart conducts business in many countries around the world. Our Associates are

citizens of many countries and, asa result, our operations are subject to many different laws,

customs and cultures.

Wal-Mart is committed to the highest ethical standards in the conduct of our business

worldwide as set forth in the Guiding Ethical Principles. The number oflaws and regulations

around the world affecting Wal-Mart increases and becomes more complex each year. To the

extent feasible, this Statement of Ethics will bemodified to conform to changes in laws and

customs. In some instances the laws of two or more countries will conflict. When you

encounter a conflict, you should consult with Wal-Mart’s Ethics Office (or, for countries other

than the U.S., the local Wal-Mart Ethics Committee) to understand how to resolve that conflict.

If any requirement of this Statement of Ethics violates or conflicts with the laws

of a particular country, the requirement shall not apply in that country.

Associate Responsibilities

The following basic obligationsapply to all Associates:

• Follow the law at all times! If you see any other Associate violating the law, or if you are

asked to do something by another Associate that does, or you believe may, violate the

law, report it immediately.

• Read and understand the Guiding Ethical Principles and apply them in your job every

day.

• Learn the policies that apply to your job. No one expects you to memorize every policy.

But, you should have a basic understanding of issues covered by each policy, and you

should learn which policies apply to your job. Check the Wal-Mart ”Pipeline” or ”Wire”

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or ask your supervisor for the complete and latest text of the policies that relate to your

job.

• Seek assistance from your supervisor, the Ethics Office, or other Wal-Mart resources

when you have questions about the application of this Statement of Ethics or other

policies.

• Immediately raise any concern that you or others may have about possible violations of

this Statement of Ethics or any Wal-Mart policy, or about a possible request or act that

you believe might violate this Statement of Ethics or a Wal-Mart policy.

• Understand the ways to raise ethics concerns. You may raise them with a Wal-Mart

supervisor, or, if you prefer, through a confidential, anonymous hotline or by contacting

the Ethics Office directly. The ways to raise concerns are described in more detail below.

If you raise an ethics concern and the issue is not resolved, you should raise it through

another channel.

• Cooperate with Wal-Mart investigations into concerns about violations of this Statement

of Ethics or a Wal-Mart policy.

Wal-Mart prohibits any Associate fromretaliating against anyone who in

good faith raises or helps to resolve an ethics concern.

Additional Responsibilities for Management Associates

If you are a management Associate, you should monitor ethics compliance. Supervision

of ethics is as important as supervision of performance. You should do the following to ensure

that our Company maintains the highest ethical standards:

• When an ethics issue comes to your attention, you are encouraged to contact the Ethics

Office for assistance.

• Meet with your direct reports as a group periodically toreview the Guiding Ethical

Principles and this Statement of Ethics.

• Where there is a conflict between ethics and business objectives, ethics must always

come first.

• Lead by example and train your Associates to beethical in all dealings and to avoid even

the appearance of unethical conduct.

• If an ethics issue arises with one of your Associates, make sure other Associates are not

making the same mistake.

• Ensure open communication by encouraging Associates in your department or division to

ask questions concerning ethics matters.

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• Encourage self-reporting of ethics violations. If an Associate voluntarily reports that he

or she was involved in an ethics violation, such self-reporting may be considered when

determining the appropriate disciplinary action to be taken.

• Never cover up or ignore an ethics problem. Address ethics matters in a timely manner

and seek guidance if necessary.

• Appreciate Associates who raise ethics issues.

• Never retaliate against anyone for raising anethics issue, assisting in an ethics

investigation or participating or assisting in any proceeding relating to an alleged

violation of any applicable government regulations, laws orrules or an alleged fraud

against shareholders.

Discipline for Violations

Appropriate disciplinary action, up to and including termination, may be taken against

any Associate whose conduct violates this Statement of Ethics or applicable laws and

regulations, including the Guiding Ethical Principles. Self-reporting of ethics violations is

encouraged and may be considered when determining the appropriate disciplinary action to be

taken.

Also, anyone who knowingly makes a false report of an alleged ethics violation could be

subject to disciplinary action.

Waivers

Any Associate (other than executive officers) may request from the Ethics Office a

waiver of the applicability of this Statement of Ethics. Ethics waiver requests must be submitted

in writing to the Ethics Office by the Associate and must set forth the relevant facts and

circumstances supporting the requested waiver. The Ethics Office will respond in writing to the

Associate.

For members of the Board of Directors and executive officers, requests for waivers of the

Statement of Ethics will only be considered by the Audit Committee or by the full Board of

Directors, as the Board of Directors determines. Members of the Board of Directors and the

Chief Executive Officer must submit their own waiver requests in writing. Written requests must

set forth the relevant facts and circumstances supporting the waiver. After receipt and review of

the request, the Audit Committee or the Board of Directors will respond in writing to the

requester. Any waivers of this Statement of Ethics granted in favor of members of the Board of

Directors or executive officers will bepromptly disclosed to shareholders.

All waiver requests must be approved in advance of the conduct for which approval is

sought.

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When You Have an Ethics Concern

One of the most important responsibilities Wal-Mart Associateshave is the obligation to

raise a concern about a possible violation of Wal-Mart policy or the law. If you are reluctant to

raise these concerns, you should remember that you can cause harm to our Company and our

fellow Associates if you remain silent when you have an ethics or policy concern. In fact, all

Associates are requiredto report any known or suspected violations of the law, applicable

regulations or this Statement of Ethics or any other Wal-Mart policy.

How to Raise an Ethics Concern

You may report ethics concerns or possible violations of this Statement of Ethics or other

Wal-Mart policies by any of the following methods:

Î Use the Open Door. The Open Door is the most direct way to voice any concern

to a supervisor. If you believe your immediate supervisor is involved in

misconduct, report the misconduct to the next level of management believed not

to be involved or use one of the other reporting channels described below.

-orÎ Contact the Ethics Office.

• Phone. Wal-Mart has an Ethics Hotline, which allows you to report a

violation on a confidentialand anonymous basis.

o United States, Canada or Puerto Rico:1-800-WMETHIC(1-800-963-8442).

o All other locations: Toll-free number posted in each country.

• Email. [email protected].

• Mail. Wal-Mart Stores, Inc.

Attn: Ethics Office

702 SW 8

th

Street

Bentonville, AR 72716-0860

No Associate who in good faith reports a suspected violation will be subject to

retaliation for having made the report.

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What Happens When an Ethics Concern is Raised

The Ethics Office has oversight responsibilityfor possible ethics violations which are

reported through the Ethics Hotline or which are otherwise forwarded to the Ethics Office. If the

reported matter relates to a systemic accounting issue, the Ethics Office will forward the matter

to the Internal Audit Department, which will coordinate and oversee the investigation and

resolution of the matter. The Ethics Office and Internal Audit Department will operate under the

review and supervision of the Audit Committee of the Board of Directors. Guidance on

resolution of ethics matters will be sought from the Wal-Mart Legal Department, as necessary.

The Ethics Office and Internal Audit Department will maintain logs of ethics matters under their

supervision that track the receipt, investigation and resolution of each matter, and will prepare

periodic summary reports for senior management and the Audit Committee of the Board of

Directors.

The following diagram outlines the process for handling an ethics concern:

Accounting Issues Non-Accounting Issues

Ethics Hotline forwards (and Supervisor

encouraged to forward) report to

Ethics Office

Associate Reports via:

ƒ Open Door

ƒ Ethics Hotline

Associate Reports via:

ƒ Open Door

ƒ Ethics Hotline

Ethics Hotline forwards (and supervisor

encouraged to forward) report to

Ethics Office

Report forwarded to Internal Audit Department

Internal Audit Department oversees

investigation and resolution of ethics report

Internal Audit Department maintains

log of all ethics matters and periodically

provides reports to senior management and

Audit Committee

Ethics Office maintains

log of all ethics matters and periodically

provides reports to senior management and

Audit Committee

Feed-back provided to reporting Associate where feasible

Ethics Office oversees

investigation and resolution of ethics report

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Company Policies

Responsibilities to Our Company and Shareholders

Duties to Shareholders

Wal-Mart is committed to advancing the long-term interests of its shareholders and to

protecting and improving the value of their investment by observing the highest standards of

ethical and legal conduct in all business dealings. Wal-Mart will provide full, fair, accurate,

timely and understandable disclosurein the reports and documents itfiles with the Securities and

Exchange Commission, as well as in its other public communications. Wal-Mart will also

conduct its operations in accordance with accepted principles of good corporate governance.

Financial Integrity

Wal-Mart requires honest and accurate recording and reporting of financial information

in order to make responsible business decisions. All financial books, records and accounts must

accurately reflect transactions and events and conform to generally accepted accounting

principles and to Wal-Mart’s system of internal controls. No Wal-Mart document or record may

be falsified for any reason, and no undisclosed or unrecorded accounts of Wal-Mart’s funds or

assets may be established for any purpose.

Wal-Mart has a separate ”Code of Ethics for the CEO and Senior Financial Officers” that

imposes additional responsibilities on those persons regarding financial integrity. Any

amendments or waivers with respect to such code of ethics may only be approved by the Audit

Committee of the Board of Directors and will be promptly disclosed to shareholders as required

by applicable securities laws.

Things to Remember!

• Watch for financial results that seem inconsistent with underlying performance or

transactions with no clear business purpose.

• Answer all inquiries from Wal-Mart’s management, internal and external auditors

and internal investigators accurately and completely. Do not suppress or withhold

relevant information.

• Retain documents in accordance with applicable laws, regulations or court orders

and in compliance with all internal retention policies and directives.

• Wal-Mart is required by law to retain all complaints received regarding accounting,

internal audit controls, or auditing matters. Complaints regarding these subjects

must be forwarded immediately to the Internal Audit Department.

• Never sign a document that you believe to be inaccurate or untruthful.

• Be alert for any attempts to circumvent internal controls.

• Follow Wal-Mart directions and guidelines for product pricing, markups and

markdowns.

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Conflicts of Interest

You have a responsibility to avoid situationsand relationships that involve actual or

possible conflicts of interest. The appearance of a conflict may be just as damaging to WalMart’s reputation as an actual conflict. A conflict situation can arise if you take actions or have

interests that are inconsistent with the interests of Wal-Mart or that may interfere with your

ability to perform your job effectively on behalf ofthe Company. Situations or transactions that

create the appearance or perception that you cannot carry outyour duties and responsibilities

with integrity and impartiality should be avoided.

You are responsible for advancing Wal-Mart’sbusiness interests when the opportunity to

do so arises. You may not take any opportunities or use any confidential information for your

benefit, or for the benefit of your immediate family members, that you discover or obtain

through your employment with Wal-Mart. Immediate family members include (whether by

birth, adoption, marriage or Domestic Partnership or Civil Union, if recognized by your state or

other local law) your spouse, children, parents, siblings, mothers and fathers-in-law, sons and

daughters-in-law and brothers and sisters-in-law. Refer to the Conflicts of Interest Policy, PD-13, for specific state information.

You may also not use your position with Wal-Mart or any of Wal-Mart’s resources,

property or information for your, or your immediate family members’, personal gain or benefit.

Finally, you may not compete with Wal-Mart in any way during your employment with

Wal-Mart.

A detailed Conflict of Interest Policy, PD-13, is located on the ”Pipeline” or ”Wire,”

where available. Where no ”Pipeline” or ”Wire” is available, the applicable Conflicts of Interest

Policy can be obtained from the local Legal Department or People Division.