May 20, 2014

Please vote AGAINST director S. Robson Walton for re-election and FOR Proposal No. 4, Independent
Chairman Policy, at Wal-Marts Annual Shareholders Meeting on June 6, 2014.

Dear Wal-Mart Stores, Inc. Shareholder:

Over the last decade or more, Wal-Mart Stores, Inc. (Walmart) has experienced a series of internal
control and legal compliance breaches, and a number of investors have expressed concerns that these
breaches have created risks for shareholders.
1
Recent breakdowns have included violations of
environmental standards in California, the largest-ever complaint against the company by the National
Labor Relations Board, and, most troubling, the global corruption scandal involving alleged bribery of
foreign officials in violation of the U.S. Foreign Corrupt Practices Act that the company admits will cost
more than $600 million by the end of the current fiscal year. In our view, compliance and governance
failures such as these harm our companys reputation, lower employee morale, and impair the creation of
value for shareholders and sustainable jobs for associates.

As a director since 1978 and Chairman of the Board since 1992, and as owner (along with his family) of a
controlling stake in the company, we believe that S. Robson Walton bears the greatest responsibility for
this record of legal compliance and internal control failures. The tone at the topthe ethical environment
created by a companys leadership--influences employee conduct throughout a company, and we believe
that Mr. Walton has failed to set a tone that sufficiently emphasizes ethical conduct and compliance at
Walmart.

We are OUR Walmart Associate Shareholders. As both associates and shareholders, we are working to
enhance the governance of the company and the management of employees as a key way to improve the
creation of value for both associates and shareholders. We are calling for change at the top at Walmart, so
we are casting our votes against Mr. Walton at the June 6, 2014 Annual Shareholders Meeting.

We are also voting for Proposal No. 4, Independent Chairman Policy, which, if implemented, would
prevent someone with Mr. Waltons lack of independence to serve as Chairman. Proposal No. 4 asks
Walmarts board to adopt a policy that the Chairman should be an independent director, meaning a
director who has not been an employee, advisor, or consultant of Walmart or affiliated with a significant
customer or supplier of Walmart, or been a spouse, parent, child, sibling, or in-law of any such person. In
the proxy statement, Walmart classifies Mr. Walton as not independent. An independent Chairman, who
sets the Boards agenda, procedures, and priorities, would enhance the Boards accountability and
objectivity, while improving oversight of management.





1
See, for example, CompLroller of Lhe ClLy of new ?ork Lo Mr. 8oland A. Pernandez, Chalr, AudlL CommlLLee of Lhe
8oard of ulrecLors, Wal-MarL SLores, lnc., May 23, 2003.
Mr. Waltons Record

The importance of an independent Chair is particularly urgent at Walmart in the wake of alleged
violations of the U.S. Foreign Corrupt Practices Act (FCPA) by executives at the companys subsidiary in
Mexico (Wal-Mex) from 2001 to 2005 and an alleged cover-up of those violations by Walmart executives
in the U.S. starting in 2006.
2
According to The New York Times, directors were in a position to know of
the alleged bribery and cover-up in 2006, yet the alleged violations took five years to come to light and
were disclosed to shareholders only after The New York Times reported them. The allegations have led to
ongoing investigations by the Department of Justice and the Securities and Exchange Commission, as
well as an internal investigation that has expanded to Brazil, China, and India. Along with changes to the
compliance system, these investigations will have cost our company more than half a billion dollars by
the end of this fiscal year.

To date, the available evidence concerning the alleged bribery and cover up indicates a series of failures
by directors to carry out their fiduciary duties to Walmart, both at the time the bribery allegations were
first investigated internally and since the company began its own investigation in response to The New
York Times report. Based on The New York Times reporting there is evidence that the Board:

Failed to properly oversee implementation of internal controls to detect and prevent bribery;
Either did not know of or acquiesced to a cover-up of the bribery by then-CEO and director H.
Lee Scott and other executives;
Either did not know of or failed to disclose the alleged violations of the FCPA to the U.S.
Department of Justice and the SEC;
Allowed the Audit Committee to oversee the recent investigation despite the fact that a subject of
that investigation is the Committees response to the initial bribery allegations and investigation;
Failed to disclose to shareholders all the risks to the companys business and reputation arising
from the violations; and
Failed to take disciplinary action against responsible personnel, once the violations came to light.

Mr. Walton has been Chairman of the Board during the entire period before, during, and after the alleged
bribery, initial investigation, alleged cover-up, and subsequent investigations. He has held a uniquely
powerful position at Walmart as the eldest son of Walmart founder Sam Walton, as Chairman of the
Board since 1992, as director since 1978, and as owner (along with his family) of approximately half the
companys shares. He has the power to shape who is on the board, the overall culture and direction of the
company, and how it responds to violations of its policies. In the words of Institutional Shareholder
Services, he is the one man who has had the ability to steer the company on the correct course at every
crossroads, at the time of the original investigation and again today.
3
Yet Mr. Walton presided over the
conduct outlined above. He could have acted in the best interest of the company, its employees, and its
shareholders, but he failed to do so.

Another troubling compliance failure concerns the management of human capital, a crucial area of Board
oversight for a retailer that employs approximately 1.4 million employees in the United States. In January,

2
uavld 8arsLow, vasL Mexlco 8rlbery Case Pushed up by Wal-MarL afLer 1op-Level SLruggle," [and accompanylng
documenLs posLed onllne], !"# %#& '()* !+,#-, Aprll 21, 2012. 8eLrleved May 19, from
hLLp://www.nyLlmes.com/2012/04/22/buslness/aL-wal-marL-ln-mexlco-a-brlbe-lnqulry-
sllenced.hLml?pagewanLed=all&_r=0
uavld 8arsLow and Alexandra xanlc von 8erLrab, 1he 8rlbery Alsle: Pow Wal-MarL CoL lLs Way ln Mexlco," !"#
%#& '()* !+,#-, uecember 17, 2012. 8eLrleved May 19, 2014, from
hLLp://www.nyLlmes.com/2012/12/18/buslness/walmarL-brlbes-LeoLlhuacan.hLml.
3
lSS roxy Advlsory Servlces uSA, Wal-MarL SLores, lnc.," May 19, 2012, p. 16.
the National Labor Relations Board issued the largest-ever complaint against Walmart, charging that our
company unlawfully threatened, disciplined, and/or terminated employees for having engaged in legally
protected strikes and protests in 14 states.
4
This unlawful action threatens to harm our companys
reputation with customers at a time when that reputation is already trailing those of competitors.
5

Violations of labor law also risk demoralizing our companys workforce, leading to operational and
customer service problems.

We are voting against Mr. Walton and for Proposal No. 4 to send a message that the Board must do more
to hold accountable those responsible for the compliance failures that have damaged the company and
that Walmarts Board needs a truly independent Chairman who can lead the Board and the company in a
new direction.

We urge our fellow associate shareholders, as well as other shareholders, to vote against Mr. Walton and
support Proposal No. 4, Independent Chairman Policy.


Sincerely,



Cynthia Murray (Store No. 1985, Laurel, MD)


Mary Pat Tifft (Store No. 1167, Kenosha, WI)


Mary Watkines (Store No. 2571, Federal Way, WA)




4
naLlonal Labor 8elaLlons 8oard, nL88 Cfflce of Lhe Ceneral Counsel lssues ComplalnL agalnsL WalmarL," ress
8elease, !anuary 13, 2014.
3
SupermarkeL 8uylng Culde," .(/-0,#) 1#2()3-, March 2014.