WALjMART

A
Manager's
Toolbox
To
Remaining
Union Free

CONFIDENTIAL
TABLE OF CONTENTS

Wal-Mart's Philosophy on Unions 2

The Open Door 3
Morale 4
Reasons Why Associates Turn to Unions 5
How Vulnerable Are You? (Morale Survey) 6&7
Facts on Unions 8&9
Union Authorization Cards 10 & 11
Union Demand for Recognition 12 & 13
Salting 14 to 19
Early Warning Signs of Union Activity 20 & 21
How to Respond to Union Activity 22 to 35
Picketing or Handbilling 24
Negative Publicity 25
Union Rally/Union Contest 26 & 27
Early Warning Signs Of Union Activity 28
Union Reps Visiting Associates at the Facility 29
Union Cards or Literature Found in Facility 30
Associates Discussing Unions 31
Handbilling in an Effort to Organize Associates 32
Associates Attending Union Meetings 33
Union Cards Being Distributed/Signed 34
Union Reps Want to Talk Representation 35
TIPS 36 to 39
How to Respond to Associates' Questions on Unions
Wal-Mart's Position 40
Union Organizers & Union Promises 41
Union Authorization Cards 42
Union Meetings and Decertification 43
Associates' Rights to Oppose Union 43
Union Elections 44 & 45
Union Fees 46 & 47
Negotiations & Bargaining 48
Strikes 49
Dos and Don'ts Back Cover

Property of Wal-Mart Stores, Inc. - Mangers Toolbox 1997

INTRODUCTION

As a member of Wal-Mart's management team, you are our first line of defense against
unionization.
It is important you be ...

constantly alert for efforts by a union to organize your associates, and

constantly alert to any signs your associates are interested in a union.

This toolbox has been put together for you by your Labor Relations Team. Take time to
familiarize yourself with the contents in this toolbox. It will provide you with valuable information
on how to remain union free in the event union organizers choose your facility as their next
target.

WHEN UNION ACTIVITY OCCURS, CALL...

THE UNION HOTLINE

501-273-8300

Charlyn Jarrells 501-273-4456

(Corporate)

Linda Tipton 501-277-1202

(Wal-Mart Stores)

Matt Loveless 501-277-1167

(Supercenters)

Jill Wesbecher 501-277-7913

(SAM'S Club)

John Bell 501-273-4252

(Distribution/Transportation)

DO NOT GIVE THESE PHONE NUMBERS

TO A UNION REPRESENTATIVE OR
ANYONE OUTSIDE WAL-MART!
WAL-MART'S
PHILOSOPHY on
UNIONS -
PD42

Wal-Mart is strongly opposed to third-party representation. We are not anti-union; we are pro-
associate.

We believe in maintaining an environment of open communication among all associates, both

hourly and management.

At Wal-Mart, we respect the individual rights of our associates and encourage everyone to
express his/her ideas, suggestions, comments or concerns.

Because we believe in maintaining an environment of open communication through the use of

the Open Door policy, we do not believe there is a need for third-party representation. It is our
position every associate can speak for him/herself without having to pay his/her hard-earned
money to a union in order to be listened to and have issues resolved.
THE OPEN DOOR

Wal-Mart's Open Door policy is our greatest barrier to union influences trying to change our
corporate culture and union-free status.

As a member of Wal-Mart's management team, your responsibility is to ensure that "... any
associate, at any time, at any level, in any location, may communicate verbally or in writing with
any member of management up to the president, in ` confidence, without fear of retaliation..."

When an associate uses the Open Door policy, management has a responsibility to listen and
respond. If we do not take care of our associates' needs and concerns, our associates will find
someone who will. And that someone may just be a union representative!

It is important our members of management are always interested in the needs and concerns
of our associates. Make time for positive management/associate relations through the use of
the Open Door policy.

Open communication is the key to stopping a union organizing attempt before it ever gets
started.
MORALE

Maintaining a high morale level in a facility is crucial to remaining union free. If a union organizer
approaches an associate in a facility with low morale, the associate may believe the organizer's
"sales pitch." Therefore, management must constantly monitor the morale level. There are
several tools available to measure morale. They are:

One-on-One Meetings
Grass Roots Surveys
Open Doors
Departmental Meetings
Safety
Exit Interviews
Attendance
Turnover Rate
Coachings
Evaluations

Although this list is not all-inclusive, using these tools will help you identify areas of opportunities
within the facility. The key is LISTENING to what your associates are telling you and responding
to their concerns accordingly.
REASONS WHY
ASSOCIATES TURN
to UNIONS

"Closed" Open Door

Heavy-handed management
Inconsistent policies
Inconsistent direction
Cursing, jokes in bad taste, gossiping
Inconsistent dress code
Lack of recognition for accomplishments (such as anniversaries)
Late evaluations
Being made to or asked to "work off the clock"
Jobs filled with no prior notice of the available positions
Derogatory remarks made by management
Lack of respect for the individual
Lack of training or understanding of job functions (result: feeling inadequate)
Work schedules changed or not posted 3 weeks out
Neglect of safety
Favoritism
Management not responding in a timely manner
Unrealistic deadlines
Understaffing
Wage programs administered unfairly
No sponsorship of new associates
Sexual harassment complaints not investigated
Wages not competitive
Dirty restrooms or breakrooms
Management neglecting the evening and third shifts
HOW VULNERABLE
ARE YOU?
(A MORALE SURVEY)

Ask yourself the following questions to determine your facility has low morale.

BE HONEST

Are associates comfortable using the Open Door policy in the facility?
Are associates supportive of all members of management?
Is there one manager's name that continually comes up during an Open Door discussion?
When an associate uses the Open Door, does management look into the concern and follow
up with the associate as soon as possible?
Are there daily meetings held with associates on all shifts?
When associates discuss concerns in daily meetings, does management answer their
concerns or follow up with an answer promptly?
Have the issues identified on the grass roots survey been addressed/corrected?
Are company policies consistently and fairly enforced with all associates?
Are there coachings or terminations that associates have questioned?
MORALE SURVEY (continued)

Is the facility following guidelines for job announcements?

Are jobs being filled by the most qualified associates?
Have any associates been promoted from the hourly ranks?
If so, has the promotion been well received by the other associates, both hourly and
management?
Does the facility provide proper and adequate training for the job? (CBL or First Step)
Does the facility have a good safety record?
Does the facility have high absenteeism?
Is the turnover rate in the facility high?
Do the exit interviews show a "common reason" for associates leaving the company?
Does the facility pay comparable wages based on the competition in the marketplace?

If your responses to the morale survey indicate the facility may have low morale, then you could
be vulnerable to a union organizing attempt. Now is the time to fix them! Address your
associates' issues!
Don't wait for a union to volunteer to fix the morale
problems for you.
THE FACTS
on UNIONS

Unions are not a club, sorority, fraternity or social organization. They are a business, a big
business, that needs to make money. However, unions do not make or sell products. Like any
other company, they, too, must meet their expenses if they are to continue operating.

So where do they get their money? Out of the pockets of their members! A union's income is
received in the form of dues, fees, fines and assessments.

Due to the decline in union membership in recent years, new members are more crucial than
ever if unions are going to survive. Wal-Mart is an attractive target for unions because of the
large number of associates we employ.

It is important associates understand the facts about unions. Organizers may promise
associates more money, better benefits... anything... to get them to sign union authorization
cards. It is imperative our associates know what unions can and cannot do for them.
UNIONS CANNOT:

Guarantee higher wages

Guarantee better benefits
Guarantee employment
Guarantee hours worked
Prevent terminations
Set job standards

UNIONS CAN:

Collect dues, fees, fines and assessments

Negotiate
Strike
UNION
AUTHORIZATION CARDS

A union will attempt to organize your facility in one of three ways:

1. A union organizer will approach your associates,
2. Dissatisfied associates will seek out a union organizer, or
3. A union organizer will seek employment in the facility and attempt to organize from within,
also known as "salting." (See page 14.)

Regardless of which one of these three methods of organizing is used, the organizer's primary
objective is to obtain associates' signatures on union authorization cards.

The law requires a union to obtain signatures on union authorization cards from a minimum of
30% of all associates in the facility before they can petition the National Labor Relations Board
(NLRB) for an election.

If a union obtains more than 50% of associates' signatures on authorization cards, they may
attempt to bypass an election and ask the NLRB to be recognized as the associates' bargaining
agent because they have a majority of signatures.

In the event you find a union authorization card in your facility or hear associates are attending
union meetings and signing authorization cards, it is imperative you contact the Union Hotline at
501-273-8300 immediately.

Wal-Mart must respond to this type of union activity immediately in an effort to stop card signing
before the required 30% signatures have been obtained.
UNION AUTHORIZATION
CARDS

Organizers will use a variety of tactics to get associates to sign union authorization cards.
Associates will be told their signature on a union authorization card is only to:
request an election
request additional information

THIS IS NOT TRUE!!!!

By signing a union authorization card, the associate is actually signing a legal document that
authorizes the union to represent the associate as his/her collective bargaining agent in all
matters pertaining to his/her conditions of employment.

Let's look at a typical union authorization card.

United Food & Commercial Worker Local #7

Affiliated with AFL-CIO-CLC
AUTHORIZATION FOR REPRESENTATION

l hereby authorize the UNITED FOOD & COMMERCIAL WORKERS INTERNATIONAL UNION,
Local 7, chartered by the UNITED FOOD & COMMERCIAL WORKERS INTERNATIONAL
UNION, AFL-CIO, to represent me as my collective bargaining agent with my employer
concerning wages, hours and other conditions of my employment.

(Print Name)

(Signature)

Note the card says nothing about an election or obtaining additional information about the union.
Point this out to your associates.
UNION
DEMAND for
RECOGNITION

Once a union organizer has obtained the required signatures, a demand for recognition or a
demand for an election will usually follow. It could come in the form of a letter, a telegram, a
personal visit from the union organizer, a telephone call, or some other type of communication.
How you respond to the union's request for recognition could determine whether you will or will
not have a union in your facility.

Remember, as a member of Wal-Mart's management team, the company will be held

responsible for your actions and statements.
HOW to RESPOND
to UNION DEMAND
for RECOGNITION

Never look at signed authorization cards.

Never agree to discuss representation of our associates with a union representative.
If contacted by a union representative, inform him/her you are not authorized to look at
authorization cards or discuss representation. Direct him/her to call Corporate Labor Relations
at 501-273-4456.

Remember, do not give the Union Hotline number

501-273-8300
to anyone outside the company.

Immediately after any conversation with a union rep,

you call the Union Hotline at 501-273-8300.
Never give the Union Hotline number to a union
representative or anyone outside Wal-Mart.
SALTING

The Supreme Court ruled a union practice called "salting" is legal.

This practice involves sending a paid union organizer (known as a "salt") to a non-union
company to apply for a job with the specific intent of organizing the employees of the company
from within the facility.

The Court said it would be illegal for a company to refuse to hire an applicant because the
applicant's sole intent is to organize employees. The Court also said it would be illegal for a
company to terminate an existing employee because he/she was attempting to organize the
employees from "inside" the facility.
"SALTING" -
THE UNION'S ADVANTAGE

"Salting" is advantageous for the union because the organizer can actually organize the
associates from "inside' the facility. He/she can obtain firsthand knowledge about Wal-Mart and
the associates that a union organizer on the outside would never have access to.

For example, a salt would have access to all locations within the facility; a salt would have
access to all policies and other confidential company information available to associates on CBL
or First Step and shared in daily meetings; a salt would have access to information found on
reports posted throughout the facility concerning our company's goals and strategic objectives;
a salt would have access to our technology, such as telxons; and a salt would have access to
associates' work schedules which can be easily removed from the facility and given to outside
organizers so they can begin visiting associates at their homes to discuss joining a union.

But most importantly, a salt has access to our associates! By being inside the facility, a salt can
...

easily identify those associates vulnerable to union organizing tactics, and

easily identify associates he/she wants to recruit as "internal organizers" to help obtain
signatures from co-workers in an attempt to organize the facility.
HOW SALTS CREATE
PROBLEMS for WAL-MART

Once inside the facility, a salt's primary objective is to convince associates of the "benefits" of
unionization and ultimately obtain their signatures on union authorization cards. Salts can be
harmful to Wal-Mart, not only because of their organizing activities, but also because they
typically feel they are "above" company policies. It would not be uncommon for salts to engage
in destructive behavior to provoke management into a coaching and/or termination so they can
file an unfair labor practice (ULP) charge against the facility.

Although a salt is still subject to the policies of the company, as are all associates, the National
Labor Relations Act (NLRA) protects the salt's organizing activities. Depending on the severity
of the ULP charge, the National Labor Relations Board (NLRB) could require Wal-Mart to
recognize and bargain with a union without an election as a consequence of unfair labor
practices.
HOW WAL-MART CAN
COMBAT "SALTS"

1. Pre-screen as many applicants as possible to ensure you are hirmg the most qualified person
for any opening you have available.

*** The National Labor Relations Act (NLRA) prohibits an employer from refusing to hire an
applicant because of his/her union affiliation. However, the law does not prevent us from
selecting the most positive, dedicated, enthusiastic applicant available. We are under no
obligation to hire an applicant who is defiant or negative. Keep looking until you find the best
applicant to join our Wal-Mart family.

2. Utilize "consensus" interviewing. Several members of management should interview

applicants in which we have a strong interest. Then compare notes and recommendations for
hiring.

3. A Wal-Mart application says ... "List entire employment history, starting with present
employer. For any unemployed or self-employed periods, show dates and locations. (Attach
additional sheets when necessary)."
* * * There are only three spaces on the application to list existing or former employers. Ask
applicants if they have completed their entire employment history. If they have not, ask them
to attach additional sheets.
* * * Ensure applications show entire work history with no gaps in employment. If you notice
gaps, question them. Then ask applicants to fill in those gaps.

4. Check references thoroughly. This is a must!

COMMONLY ASKED
QUESTIONS & ANSWERS
ABOUT SALTS

Q - Can we ask job applicants about their union affiliation?

A - No. It is illegal to ask applicants their position on unions or whether they have ever been in
a union.

Q - What should I do if an applicant volunteers information he/she is a union member?

A - Explain to the applicant his/her union affiliation makes no difference in our hiring procedures.
Then just continue to follow your usual hiring practices.

NOTE: Because an applicant is a former or current union member does not mean he/she will
not be a good associate. Many of our associates are former union members who did not like
working in a union environment and sought employment in a non-union company such as Wal-
Mart.

Q - Must we hire a pro-union or paid union organizer?

A - No. The law simply says you cannot discriminate against an applicant because of his/her
union affiliation. Hire the best candidate for the position.
MORE
QUESTIONS AND ANSWERS
on SALTS

Q -Can we disqualify an applicant who falsifies his/her application?

A -Yes. Regardless of union affiliation, falsifying an application at Wal-Mart will result in
termination or being disqualified from obtaining employment with Wal-Mart.

Q -Can we terminate a salt who works in our facility?

A - Salts, like all other associates, must meet our expectations and are subject to performance
coachings, up to and including termination. We CANNOT terminate an associate because we
believe or have confirmed they are a salt.

Q -If we hire an applicant who is unproductive and also happens to be a salt, can we terminate
him/her?
A -Yes, as Ion g as the reason for termination is based on job performance and not his/her
union affiliation. Be sure you have documentation to support the termination.

If you suspect there is a "salt" in your facility, contact

the Union Hotline at 501-273-8300.
EARLY WARNING SIGNS
of UNION ORGANIZING

Most union organizing will begin as "covert" (undercover) activity. By keeping all union activity
covert, the organizer is hoping management will not be alerted to his/her organizing efforts.

The Labor Team has identified two categories of early warning signs. If you suspect any of
these early warning signs of union activity are occurring at your facility, call the Union Hotline at
501-273-8300 immediately.

EARLY WARNING SIGNS - CATEGORY 1

An increase in associate phone calls in and out of the facility.

Increased curiosity in benefits and policies.
Associates receiving unusual attention from other associates.
Abnormal amount of absenteeism.
Excessive turnover.
Slowdown in work productivity.
An increase in errors in associates' work.
Exit interviews indicating associates are in conflict.
Surge of complaints by associates against management.
Associates confront management.
Associates "bait" management into discipline or termination.
Abuse of restroom visits.
Argumentative questions are asked in departmental/facility meetings.
EARLY WARNING SIGNS - CATEGORY 2

Confidential information being misplaced or removed from files

"Strangers" spending an unusual amount of time in the associates' parking areas at the
beginning or end of shifts
Associates spending an abnormal amount of time in the parking lot before and after work
Frequent meetings at associates' homes
Associates coming back to the facility to talk to associates on other shifts
Open talk about unions among associates
Reports from associates of the union visiting their homes, calling them, or sending them
literature in the mail
Union literature found around the facility
Associates using union terms such as arbitration, grievance, and seniority
Interest in obtaining names and addresses from schedules or associate listings
Associates leaving work areas on a frequent basis to talk to other associates
Associates who are never seen together start talking or associating with each other and begin
forming strange alliances
HOW to RESPOND
to UNION ACTIVITY

The Labor Relations Team has developed action plans for all types of union activity. In the event
you encounter any of the following activities, or any other type of union activity, contact the
Union Hotline at 501-273-8300 as soon as possible. The Labor Team will work with you to
develop strategies to combat these and all other types of union activities.

UNION ACTIVITY CATEGORIES

Category 1: Activity designed to distract our customers and encourage them not to shop at Wal-
Mart as well as divert our associates' attention from their primary purpose of servicing the
customers. Generally, this type of activity is not designed to organize associates.

Category 2: Activity indicates either the union is interested in the facility or the associates are
interested in the union. These situations should be monitored closely to ensure they do not
escalate to Category 3.

Category 3: Activity indicates there is a union organizing campaign under way. An immediate
response and intervention is crucial to stop the activity.
HOW to RESPOND
to UNION ACTIVITY (continued)

CATEGORY 1 UNION ACTIVITY

Picketing (pg 24)

Handbilling (pg 24)
Negative Publicity (pg 25)
Union Rally (pg 26/27)
Union Contests (pg 26/27)
Early Warning Signs - Category 1 (pg 28)

CATEGORY 2 UNION ACTIVITY

Union reps visiting with associates (pg 29)

Union cards/literature found in the facility (pg 30)
Reports of associates talking about unions (pg 31)
Associates asking management questions about unions (pg 31)
Early Warning Signs - Category 2 (pg 28)

CATEGORY 3 UNION ACTIVITY

Handbilling in an effort to organize associates (pg 32)

Associates attending union meetings (pg 33)
Union cards being distributed or signed (pg 34)
Union reps talking to management about representing associates (pg 35)
Union reps attempting to hand management union cards/petitions signed by associates (pg 13)
PICKETING or
HANDBILLING - CATEGORY 1

Call the Union Hotline at 501-273-8300.

Be prepared to provide the following information:

Name and title of caller

Facility Manager's name
Facility number, city, state
Who is the sponsoring organization
What do the signs or leaflets say
Number of picketers or union reps present
Location of picketers or union reps
Are picketers or union reps blocking entrances/exits
Are picketers or union reps harassing customers/associates - If there are numerous
complaints, politely ask the harassed customers for their names and telephone numbers. If they
do not want to provide their names, don't press them.

NOTE
If hourly associates want to participate in picketing or handbilling while off the clock, we cannot
prohibit them from doing so.
If associates ask questions about the picketing or handbilling, explain the situation truthfully.

If picketers or union representative are placing

leaflets on cars:
Ask them not to place leaflets on the cars.
Remove leaflets from the cars. (Hourly associates can assist with this.)
NEGATIVE
PUBLICITY - CATEGORY 1

Call the Union Hotline at 501-273-8300.

Be prepared to provide the following information:

Name and title of caller

Facility Manager's name
Facility number, city, state
What is the medium of the negative publicity
Date of the publicity
What are the issues
Was facility contacted by the media for a statement
Are we receiving comments from associates or customers about the publicity
UNION RALLY/CONTEST
(Advance Notice) - CATEGORY 1

Call the Union Hotline at 501-273-8300.

Be prepared to provide the following information:

Name and title of caller

Facility Manager's name
Facility number, city, state
Sponsoring organization
What are the issues
Date of rally
Location of rally

NOTE:
If hourly associates want to participate in the rally or contest while off the clock, we cannot
prohibit them from doing so.
If associates ask questions about the rally or contest, explain the situation truthfully.
Management cannot participate.
UNION RALLY/CONTEST
(No Advance Notice) - CATEGORY 1

Call the Union Hotline at (501) 273-8300.

Be prepared to provide the following information:

Name and title of caller

Facility Manager's name
Facility number, city, state
What are the issues
How many people are present
Location of rally
Are they blocking entrances/exits
Are they harassing customers
- If there are numerous complaints, politely ask the harassed customers for their
names and telephone numbers. If they do not want to provide their names, don't
press them.
Note
If hourly associates want to participate in the rally or contest while off the clock, we cannot
prohibit them from doing so.
If associates ask questions about the rally or contest, explain the situation truthfully.
Management cannot participate.
EARLY WARNING SIGNS -
CATEGORIES 1 & 2

Call the Union Hotline at (501) 273-8300.

Be prepared to provide the following information:

Name and title of caller

Facility Manager's name
Facility number, city, state
What is occurring
How many associates are involved
Management's response
Who was involved
Is the associate morale low
- what are the issues
UNION REPS VISITING with
ASSOCIATES INSIDE/OUTSIDE
the FACILITY - CATEGORY 2

Call the Union Hotline at 501-273-8300.

Be prepared to provide the following information:

Name and title of caller

Facility Manager's name
Facility number, city, state
What union is involved
When did this happen
Where did this happen
How many reps are involved
How many associates were talked to
Was anything overheard - what was said
How was the information obtained
Is the associate morale low - what are the issues
Is any literature/cards being passed out
Are the reps blocking entrances/exits
Have other early warning signs occurred
UNION CARDS or LITERATURE
FOUND in the FACILITY -
CATEGORY 2

Call the Union Hotline at (501) 273-8300.

Be prepared to provide the following information:

Name and title of caller

Facility Manager's name
Facility number, city, state
What organization is the literature from
Where was literature/cards found
By whom
Who reported the incident
Is the associate morale low -what are the issues
Have other early warning signs occurred
ASSOCIATES DISCUSSING
UNIONS AMONG THEMSELVES
or ASKING MANAGEMENT
QUESTIONS - CATEGORY 2

Call the Union Hotline at (501) 273-8300.

Be prepared to provide the following information:

Name and title of caller

Facility Manager's name
Facility number, city, state
Who asked the questions
Where do they work
What are their work hours
Who did they ask
What was the question
What was the response
What were other associates saying
How did management find out associates were talking about unions
Where were the associates overheard talking about unions
Is the associate morale low - what are the issues
Have other early warning signs occurred
HANDBILLING in an EFFORT
to ORGANIZE ASSOCIATES -
CATEGORY 2

Call the Union Hotline at 501-273-8300.

Be prepared to provide the following information:

Name and title of caller

Facility Manager's name
Facility number, city, state
Who is the sponsoring organization
What does the handbill say
How many people are handbilling
Are they associates or non-associates
* If associates are off the clock, are outside the facility, and are handbilling, we cannot take
any action against them.
* If associates are on the clock, direct the associates to go back to work.
What is the location of the handbillers
* If associates are handbilling inside the facility, determine if they are on the clock.
* If they are, instruct associates to stop and explain they cannot handbill while on the clock.
*If they are not on the clock, escort them out of the facility.
Are the handbillers blocking the entrances/exits
Are the handbillers harassing customers -
If there are numerous complaints, politely ask the harassed customers for their
names and telephone numbers. If they do not want to provide their names, don't
press them.
Is the associate morale low
- what are the issues
Have other early warning signs occurred
ASSOCIATES ATTENDING
UNION MEETINGS -
CATEGORY 2

Call the Union Hotline at 501-273-8300.

Be prepared to provide the following information:

Name and title of caller

Facility Manager's name
Facility number, city, state
How did we learn associates were attending union meetings
Who told management about the meetings
What did they say
What was management's response
Do we know who attended the meeting
Do we know how many associates attended the meeting
What has been the associates' behavior since the meetings
Have there been union cards passed out or signed
Is the associate morale low
- what are the issues
UNION AUTHORIZATION
CARDS BEING DISTRIBUTED
or SIGNED - CATEGORY 3

Call the Union Hotline at 501-273-8300.

Be prepared to provide the following information:

Name and title of caller

Facility Manager's name
Facility number, city, state
How did we learn about the cards being signed/passed out
Do we know who was passing out the cards
Who told management
What was the response of the member of management
Do we know how many cards have been passed out or signed
What has been the associates' behavior since the cards appeared
Is the associate morale low
- what are the issues
UNION REPS WANT
to TALK to MANAGEMENT
ABOUT REPRESENTING
ASSOCIATES - CATEGORY 3

Call the Union Hotline at 501-273-8300.

Be prepared to provide the following information:

Name and title of caller

Facility Manager's name
Facility number, city, state
When did the call/visit occur
Who was approached
What union organization do they represent
What position is the rep
What did the rep say
Who was present
How did management respond
KNOW YOUR TIPS

As a member of Wal-Mart's management team, you are a representative of the company.

Anything you do or say is binding on the company. It is important you understand what is
considered legal and illegal conduct before, during, and after a union organizing campaign.

All you need to know are your TIPS.

TIPS

Threaten
Interrogate
Promise
Spy
Know your TIPS. As long as you do not threaten, interrogate, promise, or spy on your
associates, Wal-Mart, through your efforts, will be able to share its views on unionization in an
open, honest and legal manner.
T - THREATEN

You cannot threaten or imply the company will take adverse action of any kind for supporting
the union.
You cannot threaten to terminate or coach associates because of their union activities.
You cannot threaten to close the facility if a union is voted in.
You cannot threaten to transfer associates to other locations because of their union affiliation.
You cannot threaten associates with loss of their wages and benefits during negotiations.
You cannot threaten associates with loss of their job if they sign a union authorization card.
You cannot threaten associates by saying, "With the union there will be a strike."
You cannot threaten to penalize associates who actively support the union for violations of
company policies which non-union associates are permitted to commit without being disciplined.
You cannot make work assignments with the intent of causing an associate who has been
active on behalf of the union to quit his/her job.
You cannot take any action that is intended to impair the associate's job or pay because of
his/her activity on behalf of the union.
You cannot intentionally assign work or transfer associates so that those active on behalf of
the union are separated from those you believe are not interested in the union.
You cannot reduce hours of associates with the intention of curtailing the union's strength of
organizing.
I - INTERROGATE

You cannot interrogate or ask associates their position concerning unions.

You cannot ask associates how they are going to vote in an election.
You cannot ask associates if they or anyone else signed an union authorization card.
You cannot ask associates if they are going to the union meeting or who else may be
attending.
You cannot ask associates their opinion of the union organizer.
You cannot visit associates' homes for the purpose of asking questions about the union or
urging them to reject the union.

P - PROMISE
You cannot promise associates a pay increase, better benefits, or special favors if they vote
against the union.
You cannot promise associates a promotion if they vote against the union.
You cannot promise associates all the concerns they brought to management before the
election will be corrected to their advantage if they vote against the union.
You cannot engage in favoritism of associates who are pro-company.

S - SPY
You cannot spy on any union activities the associates may be involved in, such as attending
union meetings, nor can you have another person do this for you.
You cannot attend a union meeting, even if invited.
HOW YOU SHOULD RESPOND
to ASSOCIATES QUESTIONS
ABOUT UNIONS

Every time an associate asks you a question concerning the union, it is important you ...

First, thank the associate for coming to you and asking a question.
Second, state Wal-Mart's position on unions.
Third, answer the question. If you do not know the answer, tell the associate you do not know.
Assure the associate you will find the answer and get back with him/her shortly.

Many union organizers will purposely tell associates not to discuss unionization with you or ask
questions. Watch for the disappearance of normal communication. If associates ask you
questions, answer them honestly. If you do not know the answer, call the UNION HOTLINE at
501-273-8300 to get the answer and then follow up with the associate.

SAMPLE QUESTIONS AND ANSWERS

WAL-MART'S POSITION ON UNIONS

Q - What is Wal-Mart's position on unions ?

A - At Wal-Mart, we do not believe we need third-party representation. We value the open
communication we have between management and our associates. You can come and talk to
me anytime about your job or any concerns you may have.
QUESTIONS AND ANSWERS

UNION ORGANIZERS/UNION PROMISES

Q - What is a union organizer ?
A - Most unions have a staff of representatives called "organizers." These individuals are paid
by the union to organize a company.

Q - Am I under any obligation to talk with a union organizer ?

A - No. Associates are under no obligation to talk with a union organizer.

Q - Are union organizers the only people who will try to get me to sign a card ?
A - No, the union organizer will use pro-union associates inside the facility to try and obtain your
signature on an authorization card.

Q-The union organizer "promised" me an increase in wages and benefits. Can an organizer
guarantee these will happen ?
A- No. Union organizers can and will make promises to associates in order to obtain their
signatures on union authorization cards. If an organizer promises a particular benefit, ask for
that benefit in writing. You should know - the organizer will not put the promise in writing.

Q - Why would union organizers tell me all the things they can do for me when in reality they
can't ?
A - Union organizers will tell you whatever they have to if it will help get your signature on a
union authorization card. If a union representative does make you promises, your best bet is to
get it in writing.

Q - Can a union guarantee me job security and prohibit Wal-Mart from terminating or coaching
an associate who violates company rules ?
A- No. Unions may claim they can provide "job security," but in actuality they cannot. All
associates are subject to performance coachings, up to and including terminations, if they do
not meet our company's expectations.

Q - Can a union have a member of management removed because the union or associates think
the manager is unfair ?
A - No. Only the company has the authority to decide who its management will be.
QUESTIONS AND ANSWERS

UNION AUTHORIZATION CARDS

Q - What is an authorization card ?
A - A union authorization card is a legal document which, when signed by an associate, gives
the union the authority to become his/her legal representative in all matters pertaining to his/her
wages, hours, and working conditions.

Q - Am I under any obligation to sign a union authorization card ?

A - Absolutely not. No one can require you to sign a union authorization card. In fact, it is
unlawful for a union organizer or other associate to threaten you into signing a card.

Q - What are authorization cards used for ?

A - Signed authorization cards are used by the union to either petition the National Labor
Relations Board for an election or to try to gain representation without an election.

Q - If I signed an authorization card, do 1 have to vote for the union ?

A - NO! Even if you signed a card, you can vote for whomever you want in the election. The
election is a secret ballot process. No one will know how you voted unless you tell them.
QUESTIONS AND ANSWERS

UNION MEETINGS
Q - I heard there is a union meeting tonight. Do you want me to go and report back to you who
was there and what was said ?
A - If you would like to attend the meeting tonight, that is your choice. If you want to tell me
about the meeting tomorrow you absolutely can. However, I must tell you that it would be illegal
for me to ask you any questions about the meeting, but you can tell me anything you want to.

DECERTIFICATION
Q - Why shouldn't we try a union for a year and see what they can do for us, and then if we
don't like them, tell them to leave ?
A - It's not that easy. You voted a union in and you will have to vote the union out. But you
cannot do so for at least one year and sometimes longer. Also, associates would be
responsible for the entire legal cost of the decertification process. Wal-Mart could not help with
any of the legal expenses.

ASSOCIATES' RIGHTS TO OPPOSE UNIONS

Q - Can I oppose the union ?
A - Yes! You have the legal right to oppose the union. You also have the right to let other
associates know your opinion and can communicate that opinion in whatever manner you
choose.

Q - I'm planning to make leaflets to show my support for the company. Can I use the copy
machine in the manager's office ?
A - The law prohibits the company from assisting your efforts to oppose the union. However,
you certainly have the right to actively campaign against the union. It's just that Wal-Mart cannot
be involved.
QUESTIONS AND ANSWERS

UNION ELECTIONS
Q - Will anyone know how I vote in the election ?
A - No. The election is a "secret ballot."

Q - Do I have to vote if there is an election ?

A - No, you are not required to vote, but I would certainly encourage you to vote. The outcome
of the election could have a tremendous impact on your job and working environment.

Q - How is the outcome of the election determined ?

A - The outcome of the election is determined by the number of votes actually cast, not the
number of associates eligible to vote. That is why your vote is so important. The winner must
have 50% plus one of the votes cast.

Q - If the union wins the election, which associates does it represent?

A - If the union wins the election, it will represent every associate in the bargaining unit who is
eligible to vote. Not only does it represent those associates who voted for the union, it also
represents those who voted against the union, as well as those who failed to vote. That is why
your vote is so important.
QUESTIONS AND ANSWERS

UNION ELECTIONS (continued)

Q - Will I lose my job if I vote for the union ?

A - No.

Q - Why is it important every eligible associate vote in an election ?

A - Your vote could decide whether or not your facility will be represented by a union. Even
though you may have signed a union authorization card, the election is your final chance in
deciding if you want to accept the responsibility of expenses incurred through dues, fees, fines,
and assessments and whether or not you want to continue representing yourself to the
management team or pay the union to speak on your behalf. It is one of the most important
decisions you will ever make in your professional career.

Q - What happens the day after the election if the union is voted in ?
A - Nothing! It is business as usual. The union and Wal-Mart will proceed with negotiating the
details of the contract. Until a contract is reached, all associate wages and benefits are
"frozen." They cannot be increased or decreased without the union and the company agreeing
to such action.

Q - If the union wins the election, do I have to join the union ?

A - That depends. The union will try to negotiate with the company to require all associates who
work in the facility to join the union and pay union dues or be terminated. Naturally, the company
would oppose such a demand by the union.
QUESTIONS AND ANSWERS

UNION FEES
Q - Does it cost money to be a member of a union?
A - Yes. In fact, over a period of time it can cost a great deal of money. Unions survive on the
money they receive from their members in the form of dues, fees, fines and assessments. That
is why they want you to become a member of their union.

Q - What are union dues ?

A - Dues are money you pay to "belong" to a union on a monthly basis. They vary in amount
from union to union. Generally, they can range from $20 to $50 per month.

Q - What are initiation fees ?

A - An initiation fee is the initial cost charged by a union to the associate for the "privilege" of
joining a union.

Q - What are union fines ?

A - Fines are charged against members by unions for violations of rules of the union constitution
and bylaws. For instance, you may be fined for crossing a picket line, failing to attend a union
meeting, or for conduct unbecoming a union member. When a union member is found guilty of
having committed an offense, most unions "discipline" members by fining them for the offense.
QUESTIONS AND ANSWERS

UNION FEES (continued)

Q - What are assessments ?

A - These are the "extra" costs of unionization to the associates. They are expenses over and
above the payment of normal dues, fees and fines. The most common reasons to charge
members assessments are for strike funds, money for political contributions, and to help the
union with its operating costs. These fees are not voluntary. The union will deduct them
automatically whether you agree with them or not.

Q - What is "checkoff' ?
A - "Check-off" is a procedure whereby union dues, fees, fines and assessments are deducted
from the associate's paycheck by the company and given to the union as opposed to being
collected by the union. Generally, this is the first item the union tries to negotiate for in a
contract. Unions have been known to forego demands for greater associate wages and benefits
to obtain "check-offs."
QUESTIONS AND ANSWERS

NEGOTIATIONS/BARGAINING
Q - Is it possible an agreement between the union and Wal-Mart could result in less wages and
benefits than I currently have ?
A - Yes. Negotiations are much like the game show "LET'S MAKE A DEAL." You could get
more, you could get the same, or you could get less.

Q - If the union and Wal-Mart are not able to agree during bargaining, what will happen?
A - There are two options: Leave things the way they are, or strike. Regardless, you will be
responsible for paying dues, fees, fines and assessments.

Q - Can the union "fix" anything or "force" Wal-Mart to do anything ?

A - By law, Wal-Mart does not have to agree to any union demands.

Q - What is "checkoff" ?
A - "Check-off" is a procedure whereby union dues, fees, fines, and assessments are deducted
from the associate's paycheck by the company and given to the union as opposed to being
collected by the union. Generally, this is the first item the union tries to negotiate for in a
contract. Unions have been known to forego demands for greater associate wages and benefits
to obtain "check-offs."
QUESTIONS AND ANSWERS

STRIKES
Q - If a strike is called, does Wal-Mart continue to pay wages and benefits to striking
associates ?
A - No. Once a strike begins, all wages stop. You may retain some benefits; however, you
would be responsible for paying the entire amount, which includes your portion and the portion
the company pays.

Q -Can I collect unemployment compensation while on strike ?

A - When striking over economic reasons (wages and benefits), most states do not allow
employees to collect unemployment compensation.

Q - Does the union provide strike benefits ?

A - Some unions provide strike benefits, others do not. It could be as little as $50 a week.

Q - If I go out on strike, can I be replaced ?

A - Yes. If the union calls an economic strike (over wages and benefits), you can be
permanently replaced by the company.

Q - Can I come to work if I decide I do not want to strike anymore ?

A - Yes, provided you have not been permanently replaced. However, you may face the
prospect of being fined by the union for crossing the picket line.
DOs
Do tell associates we do not believe they need third-party representation.
Do tell associates we believe in the Open Door policy and are willing to discuss any subject
with them.
Do tell associates by signing a union authorization card, they may have authorized the union
to become their legal representative in all matters pertaining to wages, hours, and working
conditions.
Do tell associates if they have already signed a union authorization card, it does not mean they
must vote for the union in an election. An election is a secret ballot process. Do tell associates
if a union is voted in, everything (their wages, benefits and working conditions) would go on the
bargaining table. It is much like the game show LET'S MAKE A DEAL! They could get more,
they could get the same, or they could get less. Regardless, they will be responsible for dues,
fees, fines, and assessments.
Do tell associates the law permits the company to permanently replace them if there is a
strike.
Do tell associates the union cannot make Wal-Mart agree to anything it does not want to
during negotiations.
Do share any personal experiences you may have had with a union with associates. Do tell
associates they can actively campaign against the union, you just cannot help them in any
manner.
DONTs
Don't threaten associates with the loss of their jobs, wages or benefits.
Don't interrogate or question associates on their positions concerning unions.
Don't promise associates pay increases, promotions, benefits or favors.
Don't spy on union activities your associates may be involved in.
Don't threaten to close or move a facility if the union is elected in.
Don't discipline or transfer associates for actively supporting a union.
Don't ask associates how they intend to vote.
Don't ask associates at the time of hiring it they belong to a union.
Don't prevent associates from soliciting union membership during their free time at work
(breaks, lunches, off the clock).
Don't ask associates if they or anyone else has signed a union authorization card.
Don't ask associates if they are going to a union meeting or who else may be attending.
Don't engage in favoritism of associates who are pro-company. Don't visit associates' homes
for the purpose of asking questions about the union or urging them to reject the union.
 SAMS CLUB

SUPERVISORS HANDBOOK
 TABLE OF CONTENTS

I. Sam's Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

II. The Right to Oppose Unions . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

III. Union Authorization Cards . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

IV. NLRB Election Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

V. A Review of Some Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

VI. Expected Union Campaign Activities

and the Proper Response . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

VII. What You Can Do To Keep Sam's Non-Union . . . . . . . . . . . . . . . 9

VIII. Union Dues, Union Assessments, Union Fines

and Union Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

IX. Strikes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

X. Union Promises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

XI. Benefits of a Union-Free Environment . . . . . . . . . . . . . . . . . . . 13

XII. Conclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
 I. SAMS POSITION

We intend to strongly oppose the union's efforts to organize our Club. There are no unions

anywhere in Sam's and we do not want Club___ to be the first and only. Sam's has never had a

union election among its 65,000 partners. It is important for you to understand our position and to

do your part to help our partners remain non-union. Our position must be clear:

- We strongly believe that unionization is not in our partners' best interest or

in our Company's best interest.

- Sam's management philosophy assumes that partners want work and

responsibility. Sam's philosophy encourages Company loyalty, pride in

excellence, a sense of ownership in the Company, trust, and motivation to

do the best job possible. Managers show partners respect and we can expect

partners to give a fair day's work for a fair day's pay.

- Sam's provides competitive wages, benefits and a unique profit-sharing plan.

Raises are based on how each partner performs not on what a union can

negotiate for everyone.

- We do not believe that any part of the wages we pay our partners should go

into the pockets of outside union organizers who are here to enrich

themselves at our partners' expense.

Sam's is new to this area and we all have a lot to do to make sure we grow and prosper.

This is a time when all our partners must work together to help increase our productivity, and keep

Sam's competitive.' Unions threaten our ability to do these things by creating conflict and by

misleading partners with false promises. Already our partners have been promised big
changes that no union can deliver. We are not the enemy of our partners. We believe in treating

our partners with respect and to provide them opportunities for their growth.

It is your job to see to it that our partners are not misled by union organizers. Our partners

must understand that union promises are only promises. The only way for this Club to prosper and

for our jobs to be secure is delivering quality products and service to our customers. Unions only

interfere with this.

II. THE RIGHT TO OPPOSE UNIONS

It is not necessary for you to become an expert on labor law for this campaign. However,

it will help you to have some general information on the legal rights that our partners have.

- The law recognizes that supervisors are part of management. Sam's

managers are supervisors under the law. You will be representing

management in our effort to help Sam's and its partners remain union-free.

Sam's expects you to do your pan as a loyal member of our management

team.

- The law also protects the right of partners NOT to join or support a union.

- The law gives Sam's managers and partners the right to express opinions,

state facts and make arguments against the union.

III. UNION AUTHORIZATION CARDS

It is important to realize that many partners sign cards not because they really want a

union, but because they are tired of being pressured to sign by union organizers and by partners
who support the union. Sometimes partners don't really understand what a union card means. You

should tell them that if Club ____ is organized, the Union will expect partners who signed cards to

join the union and to pay union dues. They may also have to pay initiation fees and assessments.

Sadly, some partners actually vote for a union on election day because they think they

promised to do so when they signed a card. You should make sure this does not happen. Signing

a card does not mean you must vote for a union. Voting is in secret. Each partner should vote the

way that's best for him, even if it means voting NO UNION after he has signed a card.

IV. NLRB ELECTION PROCEDURES

The union has petitioned for an election: At this time, the date and time for the election

have not been determined. NLRB rules allow a campaign just like a political election. Sam's

partners are the voters. The choice on the ballot will be "Yes" - for union representation -- and

"No" - against the union.

- NLRB elections are by secret ballot, and the union needs a majority of the

votes cast to win. That means that if partners who oppose the union don't

vote, it increases the union's chances of winning.

- Management partners, confidential partners, security guards, and temporary

partners are not eligible to vote.

A few weeks prior to any election, an eligibility list containing names and home addresses

of the voters must be supplied to the NLRB by the Company. A copy of this list will be given to

the union by the NLRB. This means that union organizers may attempt to visit
partners at their homes. It does not mean that our partners have to permit them to come into their

homes or talk to them on the telephone.

V. A REVIEW OF SOME RULES

Sam's Partner Handbook contains several rules that you should know and apply.

Partner solicitation or distribution - Sam's partners may not engage in solicitation during

working time. Solicitation means asking for help or support for a cause such as a charity, a political

candidate or a labor union. This rule must be uniformly and consistently enforced. Solicitation is

allowed only during nonworking time such as before and after work, during meal time or other

breaks.

Sam's partners may not distribute written materials of any type for any purpose during

working time in areas where work is performed, except what is necessary to carry out their

assigned job duties. Partners may distribute written materials on nonworking time in nonworking

areas. Sam's management may distribute written material to partners when requested to do so by

the Club Director.

Outsider solicitation or distribution - Sam's has a long standing rule against solicitation or

distribution of written material on Sam's property by outsiders who are not partners. Working time

is for work and outsiders should not be allowed to interfere with partners trying to do their jobs.

Therefore, outsiders may not solicit or distribute written material to partners on working time --

either inside the Club or on the sidewalk outside the Club. Furthermore, outsiders are not permitted

into any area of the Club which is not open to the general public, such as the partner's break room,

the receiving area, the meat and bakery preparation areas, behind the membership desk or in the

administrative office area.

By Non-Partners:

We have experienced incidents in the past in which non-partners have come into private

areas of our Clubs or interfered with partners in working and shopping areas of the Club during

partners' work time. In some -instances, we have had to escort these outside union organizers out

of the Clubs. These guidelines are intended to assist you in the proper administration of the no-

solicitation/distribution policies. The guidelines concern activities in the following areas:

A. aisles and other shopping areas

B. partners' break rooms

C. work areas not opened to the public

D. parking lots and sidewalks

A. Aisles and Other Member Areas

The situation here is clear. Outside organizers are not permitted to distribute literature in

the shopping and selling areas of the Club at any time or to solicit partners in these areas during

their working time. If the outside organizers engage in such activities, they should be firmly asked

to leave and escorted at least to the point where their departure can be observed. If they refuse to

leave, the organizer should be kept under close surveillance and a decision made as to whether to

call the police. In the past, most organizers have left when firmly requested to do so.

Along these lines, we do not want partners to have the notion that outside union organizers

can interfere with our right to run our Clubs. You should be firm but polite in dealing with outside

union organizers.
 B. Break Rooms

Outside organizers are not allowed in partner break rooms at any time, just as other

members of the public are not allowed in such areas. If they are found in the break rooms, they

should be asked to leave and the procedure outlined above should be followed. In any of these

situations, where outside organizers have engaged in activities in our Clubs exceeding their legal

rights, a record of such activity should be kept.

With respect to the break rooms, please note the distinction between partners and outside

union organizers. Partners may use the break rooms for solicitation and distribution of literature

during their nonworking time. Outside organizers, in contrast, have no right to be there at any

time.

C. Work Areas Not Open to the Public

Outside union organizers have no right to be present in a work area which is not open to

the public such as the stock room and the loading dock. They should immediately be instructed to

leave if they are found in these areas.

D. Parking Lots and Sidewalks

This is an area in which we are likely to find substantial outside organizer activity,

including passing out leaflets to customers or partners as they enter or leave the Club on the

sidewalks immediately in front of the Club or placing literature on cars in the parking lots.

Outside organizers may not engage in activity amounting to harassment of partners or

customers, obstruction of entrances or exits to the Clubs or to the parking lot, or in threatening or

other behavior that is likely to intimidate or interfere with customers. They have no right to

approach on-duty partners while our partners are assisting customers outside the Club. They
have no right to place or affix leaflets or posters to the doors or walls of our buildings. If any such

activity occurs, you should instruct the outside organizers to immediately cease the activity, remove

the leaflets and make a log of the occurrence.

VI. EXPECTED UNION CAMPAIGN ACTIVITIES

AND THE PROPER RESPONSE

- UNION PARTIES AND MEETINGS:

During an election campaign, Union organizers become very friendly with partners all of

a sudden. The Union will hold parties, meetings and all sorts of get togethers. They will invite

partners out for a beer after work and offer to give them rides. Most partners can see this for what

it is. Our response should be to point out that the Union organizers are acting like they want

something -- and they do! They want partners' dues badly. The organizers get bonuses and

promotions when their organizing is successful. We should not spy on Union meetings.

- UNION ENTRY INTO THE CLUB:

We have seen that Union organizers will come into the Club to solicit partners. They may

come in later to create a disturbance or call attention to the Union. Organizers who are members

can shop but we will not permit them to interfere with partner's work, distribute literature or

disrupt the business. If these things happen you should call the Club manager to have them

removed.

- BULLETIN BOARDS:

"Club" bulletin boards may only be used by management. They should not be used to

display union organizational materials, pro-union materials produced by partners or anti-union

materials produced by partners.

 - COMPLAINTS AND UNFAIR LABOR PRACTICE CHARGES:

This union often initiates unfair labor practice charges and makes complaints during a

campaign. They then publicize the charges in an effort to impress partners and stir up controversy.

You should not feel threatened by this or any other union tactic. You can and should continue to

supervise your partners as you normally would. Partners still have a responsibility to perform their

work; a union campaign in no way changes that. If you are doing your job the Club will back you

up whatever the union says. However, remember that you represent the Club in the eyes of the

partners. What you say and do affects how they feel about Sam's and may influence their thinking

about the need for a union.

VII. WHAT YOU CAN DO TO HELP KEEP SAM'S NON-UNION

The campaigns run by unions often contain a great deal of propaganda and promises

intended to divide partners from management. The Union will say that management is unfair and

that partners need a union for protection or better wages or benefits. You have already seen some

of this and there will be more to come. Our campaign will be based on truth and fact, and will be

responsive to the questions that are on the minds of our partners.

The facts show that our partners do not need a union. They will be better off without one.

You are the most important source of facts for your partners and you represent the Club in their

eyes. The most effective thing that you can do to help maintain a union-free environment is to be

fair and to maintain good communication with your partners. You should talk to your partners

freely. Don't be afraid to start conversations with them about the Union:

- talk to partners about why the Club is opposed to a union and why you are

opposed to it.
 - Labor unions normally insist that a dues checkoff provision be included in the

contracts they negotiate. Under checkoff, a member's dues are automatically

deducted from his or her paycheck each month and paid directly to the union.

Partners never see this money.

- Union dues are increased often. It is not unusual for unions to promise a smaller

amount of dues to win a partner's vote and then to increase the dues later after the

union is established.

- Dues are only one way unions collect money from their members. There can also

be initiation fees, assessments, and fines. The union never tells partners about these.

In fact, Local 400 members were asked in 1992 for a period of months to pay double

the amount of their weekly dues as a special assessment.

- The National Labor Relations Board has recognized the right of unions to fine

members who do not obey union rules. Partners need to read and understand the

Union's rules before they vote.

- Unions often solicit members for political contributions. Many unions are seeking

to expand the checkoff clause to include political contributions to union supported

candidates.

IX. STRIKES

With a union there is always a possibility of a strike. Labor strikes sometimes occur when

partners can least afford them.

- The UFCW has a long history of going out on strike.

- When partners engage in an economic strike:

 - they receive no pay or benefits from the Company and usually little or no

strike benefits from the union,

- they can be permanently replaced by other partners who are willing to work,

and

- in many cases they are not eligible for unemployment benefits.

- Frequently unions expect their members to support strikes by other unions

by engaging in "sympathy strikes." A "sympathy strike" takes place when

partners honor another union's picket line and refuse to go to work.

- When partners go on strike, those that need to work to support their families

will have to cross the picket line. This is often unpleasant and sometimes

dangerous.

X. UNION PROMISES

Unions may make big promises to partners about wages and job security to get their votes,

but unions don't provide one penny in wages and they can't create a single new job.

- The Club creates jobs and pays wages and salaries. In the last ten years, Sam's has

opened 427 Clubs, creating many new jobs and opportunities for promotion.

- Unions may make big promises to partners to get their votes, but unions can

guarantee nothing.

- In collective bargaining, there is an obligation to bargain in good faith. Bargaining

is a two-way street. The Club does not have to agree to what the union has

promised partners.
 - If a union has promised wage increases that are not good for Sam's, what happens

when Sam's won't agree to them? A strike is one possibility.

- The union cannot even guarantee that our partners will continue to enjoy all the Club

benefits they now have. Some of these could actually be lost in negotiations.

Consider what has happened recently in many industries in this country. Many unionized

companies have gone out of business or suffered significant job losses. Companies close to us have

closed their doors. This should make our partners think long and hard about the union's promises

of job security.

The number of unionized stores is declining, not growing. As more and more union stores

close, the union's membership shrinks.

! If unions were such a good thing for partners, their membership would not
be decreasing.

! The pattern is unmistakably clear. Unionized facilities are either closing

their doors or their partners are deciding they don't need or want a union;
at the same time non-union operations are expanding, providing job
opportunities for new partners and job security for existing partners.

The unions need new members to help pay union expenses. This campaign is not a

spontaneous action by our own partners. It is a campaign by professional outsiders who are

concerned about their jobs - not yours.

XI. BENEFITS OF A UNION-FREE ENVIRONMENT

- Sam's partners are eligible for merit increases based on their individual

performances.

- They pay no dues, fines or assessments.

 - Our partners have the valuable right to deal freely and directly with management.

They don't have to take their problems to a union steward.

- In addition, our partners already enjoy a wide variety of benefits, such as:

- Profit sharing

- Life insurance coverage for full-time partners at no cost to the partner.

- Medical and dental insurance coverage for full-time partners.

- Paid personal/sick leave.

- Paid vacations beginning after the first year of service; up to three weeks for full-

time partners depending on length of service

- Six paid holidays.

- Three paid bereavement days.

- Pay for jury duty.

- Free membership to Sam's.

All of these benefits were given by Sam's. No union had anything to do with them.

Sam's is committed to improving our partners' welfare.

XII. CONCLUSION

This is an important time in our Club's history. We are committed to winning this

campaign so that Sam's record of having no unions will remain intact. We believe it is in the best

interest of everyone to keep Sam's union-free. In large part, it will be up to you to convey this

message to our partners. Your effective participation in the campaign is critical. Sam's is counting

on you.