Wal-Mart Stores, Inc. Exhibit 10(m) - Page 1
WAL-MART STORES, INC.
MANAGEMENT INCENTIVE PLAN OF 1998
1.1. Purpose. The purpose of the Wal-Mart Stores, Inc. Management Incentive Plan of 1998 ("MIP") is to
advance the interests of the shareholders of Wal-Mart Stores, Inc. by providing performance-based incentives to
eligible management associates.
1.2. Effective Date. The MIP shall be effective for the Fiscal Year beginning February 1, 1998, subject to the
approval of the Company's shareholders, and shall remain effective for each subsequent Fiscal Year until
terminated by the Board.
1.3. Nature of MIP. With respect to individuals who are Covered Employees, the MIP is intended to provide
"qualified performance-based compensation," as such term is defined in Treas. Reg. 1.162-27(e), to the extent
deemed appropriate by the Committee at the time Performance Goals are established for a Fiscal Year. Nothing
herein shall be construed as preventing the MIP to provide both "qualified performance-based compensation"
and nonqualified compensation for the same Fiscal Year in the manner permitted under Code Section 162(m).
The MIP shall be administered and construed in a manner consistent with Code
Section 162(m) and regulations thereunder for any Fiscal Year in which the MIP is intended to provide "qualified
1.4. MIP Not Funded. Incentive Plan Awards shall be made solely from the general assets of Wal-Mart Stores,
Inc. or a Related Affiliate, to the extent such payments or benefits are attributable to services with a Related
Affiliate participating in the MIP. To the extent any person acquires a right to receive payments from Wal-Mart
Stores, Inc. or a Related Affiliate under the MIP, the right is no greater than the right of any other unsecured
2.1. "Board" means the Board of Directors of Wal-Mart Stores, Inc.
2.2. "Committee" means the Compensation and Nominating Committee of the Board, or such other committee