Item 1.01. Entry into a Material Definitive Agreement.

          On January 5, 2006, the Compensation, Nominating and Governance Committee (the “Committee”) of the Board of Directors of Wal-Mart Stores, Inc. (the “Company”) awarded equity compensation to certain executive officers, which included awards of stock options, performance shares, and performance-based restricted stock. The stock options awarded have an exercise price of $45.69 (the closing price of a share of the Company’s common stock on the date of grant) and will vest ratably over five years from January 5, 2006. The number of performance shares that may ultimately vest will depend on the Company’s performance against two separate pre-established performance measures: average return on investment and average revenue growth during the three-year period ending January 31, 2009. The targets for these performance measures, however, will not be established until after the Company’s financial performance is known for the fiscal year ending January 31, 2006 (“fiscal 2006”). The awards of performance-based restricted stock will vest incrementally over certain periods if the Company meets a pre-established increase in total gross revenue for the fiscal year ending January 31, 2007 (“fiscal 2007”).

          Finally, the Committee established objective diversity initiatives as a performance measure under the Wal-Mart Stores, Inc. Management Incentive Plan (the “MIP”) for the fiscal 2007. The Committee set diversity goals to motivate officers to achieve the Company’s diversity initiatives while adhering to the Company’s commitment to select the most qualified individual for each position. The incentive payment for executive officers who participate in the MIP can be reduced by up to 15 percent for not achieving the Company’s diversity initiatives for fiscal 2007. Any other performance goals applicable to incentive payments earned during fiscal 2007 will be established and disclosed after the Company’s financial performance is known for fiscal 2006.