WAL-MART STORES, INC. MANAGEMENT INCENTIVE PLAN

Exhibit 10(l)

WAL-MART STORES, INC.

MANAGEMENT INCENTIVE PLAN

(As amended and restated effective February 1, 2003)

1. GENERAL

1.1. Purpose. The purpose of the Wal-Mart Stores, Inc. Management Incentive Plan (“MIP”) is to advance the interests of the shareholders of the Company by providing performance-based incentives to eligible management associates.

1.2. Effective Date. The MIP, which was originally called the Wal-Mart Stores, Inc. Management Incentive Plan of 1998, was originally effective February 1, 1998. The MIP is hereby amended and restated, effective for the Fiscal Year beginning February 1, 2003, subject to the approval of the Company’s shareholders, and shall remain effective for each subsequent Performance Period until terminated by the Board.

1.3. Compliance with Section 162(m).

(a) To the extent awards to Covered Employees are intended to be “qualified performance-based compensation” under Section 162(m), the material terms of the performance goals under which nondiscretionary Incentive Awards are paid (and any material changes in material terms) shall be disclosed to and approved by the Company’s shareholders in a separate vote. Material terms include (i) the eligible employees specified in Section 3.1, (ii) the Performance Measures pursuant to which the Performance Goals specified pursuant to Section 2.11 are set, and (iii) the maximum nondiscretionary Incentive Plan Award under Section 4.2(b).

(b) Unless sooner required by Section 4.1(c), material terms shall be redisclosed to and reapproved every five years by the Company’s shareholders in a separate vote. If applicable laws change to permit Committee discretion to alter the governing performance measures without conditioning deductibility on obtaining shareholder approval (or reapproval) of any changes, the Committee shall have sole discretion to make changes without obtaining shareholder approval or reapproval.

(c) Whenever the Committee determines that it is advisable to grant or pay Inventive Plan Awards that do not qualify as “qualified performance-based compensation,” the Committee may make grants or payments without satisfying the requirements of Section 162(m).

2. DEFINITIONS

2.1. “Board” means the Board of Directors of the Company.

2.2. “Committee” means the Compensation, Nominating and Governance Committee of the Board, or other committee designated by the Board as the “Committee” under the MIP. With respect to Covered Employees for whom the MIP is intended to provide “qualified performance-based compensation,” any Committee must consist of two or more persons each of whom are “outside directors” within the meaning of Section 162(m). To the extent the Committee delegates authority pursuant to Section 5.2, references to the Committee in the MIP shall, as appropriate, be deemed to refer to the Committee’s delegate.

2.3. “Company” means Wal-Mart Stores, Inc. and any successor thereto that adopts the Plan.

2.4. “Covered Employee” has the meaning of term under Section 162(m)(3).

2.5. “Employer” means the Company and any Related Affiliate that employs a Participant.

2.6. “Fiscal Year” means the 12-month period beginning on each February 1 and ending on the following January 31.

2.7. “Incentive Percentage” means the percentage of a Participant’s rate of salary in effect for the last full payroll period of the Performance Period to be paid as an Incentive Plan Award if the specified Performance Goals are achieved. The Committee may establish different Incentive Percentages for individual Participants or different classes of Participants, and/or the achievement of different levels of the Performance Goals. Solely with respect to Covered Employees, for any Performance Period for which the MIP is intended to provide “qualified performance-based compensation,” the Incentive Percentages must be established by the Committee no later than 90 days after the beginning of the Fiscal Year for which the Incentive Plan Award pertains (or, in the case of a Performance Period other than a Fiscal Year, no later than the date 25% of the Performance Period has elapsed) and while the attainment of the Performance Goals is substantially uncertain.

2.8. “Incentive Plan Award” means an annual incentive compensation award under the MIP, payment of which is contingent and based upon the attainment of the Performance Goals with respect to a Performance Period.

2.9. “MIP” means the Wal-Mart Stores, Inc. Management Incentive Plan, as amended and restated herein, and as it may be amended from time to time.

2.10. “Participant” means an associate of an Employer participating in the Plan for a Performance Period as provided in Section 3.1.

2.11. “Performance Goals” means the pre-established objective performance goals established by the Committee for each Performance Period. Solely with respect to Covered Employees, for any Performance Period for which the MIP is intended to provide “qualified performance-based compensation,” Performance Goals shall be established by the Committee no later than 90 days after the beginning of the Fiscal Year to which the Performance Goals pertain (and in the case of a Performance Period other than a Fiscal Year, no later than the date 25% of the Performance Period has elapsed) and while the attainment of the Performance Goals is substantially uncertain. The Performance Goals may be based upon the performance of the Company, of any Related Affiliate, of a division thereof, or of an individual Participant, using one or more of the Performance Measures selected by the Committee. Separate Performance Goals may be established by the Committee for the Company or a Related Affiliate, or division thereof, or an individual. The Performance Goals shall include a threshold Performance Goal under which no Incentive Plan Awards shall be paid if the threshold goal is not achieved. With

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respect to Participants who are not Covered Employees, the Committee may establish other subjective or objective goals, including individual Performance Goals, which it deems appropriate. The preceding sentence shall also apply to Covered Employees with respect to any Incentive Plan Award not intended at time of grant to be “qualified performance-based compensation.” Performance Goals may be set at a specific level, or may be expressed as a relative percentage to the comparable measure at comparison companies or a defined index.

2.12. “Performance Measure” means one or more of the following criteria, on which Performance Goals may be based, subject to Section 4.1(a): (a) earnings (either in the aggregate or on a per-share basis, reflecting dilution of shares as the Committee deems appropriate and, if the Committee so determines, net of or including dividends) before or after interest and taxes (“EBIT”) or before or after interest, taxes, depreciation and amortization (“EBITDA”); (b) gross or net revenue, or changes in annual revenues; (c) cash flow(s) (including either operating or net cash flows); (d) financial return ratios; (e) to