WAL-MART STORES, INC. STOCK INCENTIVE PLAN OF 1998

Exhibit 10(k)

WAL-MART STORES, INC.

STOCK INCENTIVE PLAN OF 1998

As amended January 15, 2004.

1.1 Purpose. Wal-Mart Stores, Inc. (“Wal-Mart”) believes it is important to provide incentives to Wal-Mart’s Associates and its Non-Associate Directors through participation in the ownership of Wal-Mart and otherwise. This Wal-Mart Stores, Inc. Stock Incentive Plan of 1998 (the “Plan”) is established to provide incentives to certain Associates and the Non-Associate Directors to enhance their job performance, to motivate them to remain or become associated with Wal-Mart and its Affiliates, and to increase the success of Wal-Mart. The Plan is not limited to executive officers or directors of Wal-Mart, but will be available to provide incentives to any Associate that the Committee believes has made or may make a significant contribution to Wal-Mart or an Affiliate of Wal-Mart.

DEFINITIONS

2.1 “Affiliate” means any corporation, company limited by shares, partnership, limited liability company, business trust, other entity or other business association that is now or hereafter controlled by Wal-Mart.

2.2 “Associate” means any person employed by Wal-Mart or any Affiliate.

2.3 “Board” means the Board of Directors of Wal-Mart.

2.4 “Cause” means, in the context of termination of an Associate’s employment, the Associate’s commission of any act deemed inimical to the best interest of Wal-Mart or any Affiliate or failure to perform satisfactorily his or her assigned duties, each as determined in the sole discretion of the Committee.

2.5 “Code ” means the Internal Revenue Code of 1986, as amended.

2.6 “Committee ” means (1) as to Associates who are Section 16 Persons and as to Performance Based Awards, the Compensation and Nominating Committee of the Board and (2) as to all other Associates, the committee appointed by the Board to administer the Plan or a particular feature of the Plan.

2.7 “Continuous Status as an Associate” means the absence of any interruption or termination of the employment relationship between an Associate and Wal-Mart or an Affiliate. Continuous Status as an Associate shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; or (iii) any other leave of absence approved by Wal-Mart, provided that leave does not exceed one year, unless re-employment upon the expiration of that leave is guaranteed by contract or law or unless provided otherwise by a policy of Wal-Mart.

2.8 “Delaware Law” means the Delaware General Corporation Law, as amended.

2.9 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations adopted thereunder.

2.10 “Fair Market Value” means, as of any date, the composite closing sales price for a Share (a) as noted in the Wall Street Journal (or if no trading in Shares occurred on that date, on the last day on which Shares were traded) or (b) if the Shares are not listed for trading, the value of a Share as determined in good faith by Committee.

2.11 “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Code Section 422.

2.12 “Non-Associate Director” means a director of Wal-Mart who is not an Associate.

2.13 “Nonqualified Option” means an Option not intended to qualify as an Incentive Stock Option.

2.14 Notice of Plan Award” means the agreement or other document governing any grant of Restricted Stock, Restricted Stock Rights or Stock Appreciation Rights.

2.15 “NYSE” means the New York Stock Exchange or any successor organization thereto.

2.16 “Option” means a stock option to acquire a certain number of the Subject Shares granted pursuant to the Plan.

2.17 “Option Notification” means the agreement or other document governing any Incentive Stock Option or Nonqualified Option granted under the Plan.

2.18 “Optioned Stock” means the Shares subject to an Option.

2.19 “Optionee” means an Associate or other person who receives an Option.

2.20 “Parent/Subsidiary Corporation” means a “parent corporation” (within the meaning of Code Section 424(e)) or a “subsidiary corporation” (within the meaning of Code Section 424(f)) of Wal-Mart.

2.21 “Performance Based Award” means a Plan Award that the Committee designates as a “Performance Based Award” and that is granted to a “covered employee” (as defined in Code Section 162(m)(3)) or to an Associate that the Committee determines might become a “covered employee.”

2.22 “Plan” means this Wal-Mart Stores, Inc. Stock Incentive Plan of 1998, as amended from time to time.

2.23 “Plan Award” means any Option, Restricted Stock Award, Restricted Stock Right Award or Stock Appreciation Right.

2.24 “Recipient” means an Associate or Non-Associate Director who has received a Plan Award.

2.25 “Restricted Stock” means Shares awarded to a Recipient pursuant to a Restricted Stock Award that are subject to a Restriction and all non-cash proceeds of those Shares that are subject to a Restriction.

2.26 “Restricted Stock Award” means the award of Shares subject to one or more Restrictions under the Restricted Stock feature of the Plan and the terms and conditions of that award.

2.27 “Restricted Stock Right” means a right awarded to an Associate that, subject to Section 8.2, may result in Associate’s ownership of Shares upon the completion of, but not before, the Vesting Period.

2.28 “Restricted Stock Right Award” means the award of Restricted Stock Rights in accordance with the terms of the Plan and such other terms and conditions described in the Notice of Plan Award.

2.29 “Restriction” means the contractual condition(s) contained in a Restricted Stock Award, Restricted Stock Right Award or the Plan that if not met will result in the forfeiture to Wal-Mart of some or all of the Shares issued to the Recipient pursuant to that Restricted Stock Award and the non-cash proceeds of those Shares or in the forfeiture of that Restricted Stock Right awarded to and held by an Associate.

2.30 “Section 16 Person” means any Associate who is required to file reports under Section 16 of the Exchange Act and the Non-Associate Directors.

2.31 “Securities Act” means the Securities Act of 1933, as amended and the rules and regulations adopted thereunder.

2.32 “Shares” means shares of the Common Stock, $.10 par value per share, of Wal-Mart.

2.33 “Stock Appreciation Right” means a right granted to a Recipient pursuant to the Stock Appreciation Rights feature of the Plan.

2.34 “Subject Shares” means the 80,000,000 Shares reserved for issuance under the Plan.

2.35 “Vesting Period” means the period described in the Notice of Plan Award during which an Associate must remain continuously employed in order to qualify for Shares or Subject Shares, as the case may be, under the terms of the Plan and any Restricted Stock Right Award.

SHARES SUBJECT TO THE PLAN

3.1 The Subject Shares may be authorized, but unissued Shares or treasury Shares held by Wal-Mart or an Affiliate. Shares reserved for issuance pursuant to an Option that expire, are forfeited or otherwise are no longer exercisable or that are reacquired by Wal-Mart pursuant to the terms of the Plan or a Plan Award, may be the subject of a new Plan Award. No fractional shares may be issued under the Plan. If a stock split, reverse stock split, stock dividend or other combination occurs as to the Shares, the number of Shares reserved for issuance pursuant to the Plan shall be proportionally increased or decreased, as the case may be.

Notwithstanding the foregoing, (1) Shares withheld from Restricted Stock Awards in order to satisfy tax withholding requirements, (2) shares already owned

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by an Optionee and used pay all or a portion of the exercise price of Shares subject to an Option, and (3) any other shares reacquired by Wal-Mart after such Shares have been issued (or, in the case of Open Market Shares, have been delivered), other than Restricted Stock that is forfeited or reacquired by Wal-Mart without lapse of the Restrictions, shall not become Subject Shares to the extent such Shares are withheld, tendered, or reacquired by Wal-Mart after June 5, 2008.

ADMINISTRATION

4.1 The Committee will administer the Plan and will grant all Plan Awards. The Plan and Plan Awards to Section 16 Persons shall be administered by the Committee in compliance with Rule 16b-3 adopted under the Exchange Act (“Rule 16b-3”). With respect to Performance Based Awards, the Plan shall be administered by a committee of the Board comprised solely of two or more outside directors, as defined in Code Section 162(m)(4)(C).

4.2 The Committee shall have these duties as to the Plan:

4.3 Except for the administration of Performance Based Awards and matters under the Plan affected by Section 16 of the Exchange Act and the rules adopted thereunder, the Committee may delegate its duties under the Plan to one or more administrators, who may be Associates of Wal-Mart.

4.4 If the Committee intends that a Plan Award qualify for the performance-based compensation exception under Code Section 162(m)(4)(C), the Committee will exercise its discretion to qualify the Plan Award for that exception. All actions taken or determinations made by the Committee, in good faith, with respect to the Plan, a Plan Award or any Notification shall not be subject to review by anyone, but shall be final, binding and conclusive upon all persons interested in the Plan or any Plan Award.

PARTICIPATION

5.1 All Associates whom the Committee determines have the potential to contribute significantly to the success of the Company, as well as Non-Associate Directors, may participate in the Plan, although Non-Associate Directors may not receive Incentive Stock Options. An Associate or Non-Associate Director may be granted one or more Plan Awards, unless prohibited by applicable law and subject to the limitations under Code Section 422 with respect to Incentive Stock Options.

STOCK OPTIONS

6.1 Term of Options . Wal-Mart may grant Options covering the Subject Shares to Associates or Non-Associate Directors. The term of each Option shall be the term stated in the Option Notification; provided, however, that in the case of an Incentive Stock Option, the term shall be no more than 10 years from the date of grant unless the Incentive Stock Option is granted to an Optionee who, at the time of the grant, owns stock representing more than 10% of the voting power of all classes of stock of Wal-Mart or any Parent/Subsidiary Corporation, in which case the term may not exceed 5 years from the date of grant.

Each Option shall be a Nonqualified Option unless designated otherwise in the Option Notification. Notwithstanding the designation of an Option, if the aggregate Fair Market Value of Shares subject to Incentive Stock Options that are exercisable for the first time by an Optionee during a calendar year exceeds $100,000 (whether due to acceleration of exercisability, miscalculation or error), the excess Options shall be treated as Nonqualified Options.

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6.2 Option Exercise Price and Consideration. The per Share exercise price of an Option shall be determined by the Committee in its discretion, except that the per Share exercise price for an Incentive Stock Option shall be 100% of the Fair Market Value of a Share on the date of grant unless the Associate to whom the Incentive Stock Option is granted owns stock representing more than 10% of the voting power of all classes of stock of Wal-Mart or any Parent/Subsidiary Corporation at the time of the grant, in which case the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. The type of consideration in which the exercise price of an Option is to be paid shall be determined by the Committee in its discretion, and, in the case of an Incentive Stock Option, shall be determined at the time of grant.

6.3 Exercise of Options. An Option shall be deemed to be exercised when the person entitled to exercise the Option gives notice of exercise to Wal-Mart in accordance with the Option’s terms and Wal-Mart receives full payment for the Shares as to which the Option is exercised or other provision for such payment is made in accordance with procedures established by the Committee from time to time.

6.4 Termination of Employment. If an Optionee’s Continuous Status as an Associate is terminated, the Optionee may, subject to Wal-Mart’s right to terminate the Associate for Cause, exercise Options vested as of the termination date to the extent set out in Optionee’s Option Notification. Incentive Stock Options may be exercised only within 60 days (or other period of time determined by the Committee at the time of grant of the Option and not exceeding 3 months) after the date of the termination (but in no event later than the expiration date of the term of that Option as set forth in the Option Notification), and only to the extent that Optionee was entitled to exercise the Incentive Stock Option at the date of that termination. To the extent the Optionee is not entitled to or does not exercise an Option at the date of that termination or within the time specified herein or in the Option Notification, the Option shall terminate. During a period for which the Optionee is subject to administrative suspension from employment, the Optionee’s right to exercise Options will be suspended.

6.5 Disability of Optionee. Notwithstanding the provisions of the immediately preceding paragraph, in the case of an Optionee’s Incentive Stock Option, if the Optionee’s Continuous Status as an Associate is terminated as a result of his or her total and permanent disability (as defined in Code Section 22(e)(3)), Optionee may, but only within 12 months from the date of that termination (but in no event later than the expiration date of the term of that Option as set forth in the Option Notification), exercise an Incentive Stock Option to the extent otherwise entitled to exercise it at the date of that termination.