Wal-Mart founder Sam Walton's legacy was a company known for creating a better, more secure life for all associates. "Mr. Sam" believed the collective work of associates contributed to customer and shareholder value. He was fond of telling tales of greeters and cashiers who retired as millionaires thanks to 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 (WalMartFacts.com). We don't know what share of the company's stock options and restricted stock goes to these women and minority associates. We do know that over the last three years, the company's top five officers (.000003 of all employees), collectively have received between 4.8% and 18.2% of the total stock options granted each year (Wal-Mart's proxy statements.) Of the top five officers spanning the last three years, none are women and only since 2005 has one of those positions been held by a non-white. Many large U.S. companies distribute options broadly among employees. The wealth generated from these option gains allow employees to fund a family member's college education, make a down payment on a house, provide for 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 25,000 female employees. A gender discrimination suit involving 1,600,000 current and former female employees of Wal-Mart alleges the company engaged in a pattern and practice of discriminating against women in promotions, pay, training, and job assignments. US District Court Judge Martin Jenkins, who certified this class action, called the pending case "historic in nature, dwarfing other employment suits that came before it."

RESOLVED, shareholders request that the Board prepare a 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, 2007.

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 all Wal-Mart associates receive wealth-creating opportunities that fairly reflect their contribution to the company. We believe the disclosure of this information is consistent with our company's stated commitment to greater transparency and corporate diversity.

Responsible Wealth, 29 Winter Place, 2nd Floor, Boston, MA 02108.
Voice: 617/423-2148 Fax: 617/423-0191.
© 2002 Responsible Wealth. All rights reserved.