STOCK VALUE EQUIVALENT AWARD



 Exhibit 10(r) 
  

			
	 Name of Grantee:
	 	 
	 Grant Date:
	 	 
	 Number of Shares:
	 	 
	 Social Security Number:
	 	 
	 Performance Period:
	 	 
	 Vesting Date:
	 	 

  
 WAL-MART STORES,
INC. 
 STOCK INCENTIVE PLAN OF 1998 
  
 STOCK VALUE EQUIVALENT AWARD 
 NOTIFICATION OF AWARD AND TERMS AND CONDITIONS OF AWARD 
  
 This
Stock Value Equivalent Award Agreement (the “Agreement”) contains the terms and conditions of the Stock Value Equivalent Award granted to you by Wal-Mart Stores, Inc. (“Wal-Mart”), a Delaware corporation, under the Wal-Mart
Stores, Inc. Stock Incentive Plan of 1998. 
  
 1. Grant of Stock Value
Equivalent Award. Wal-Mart has granted to you, effective on the Grant Date (shown above), the right to receive the Fair Market Value of the number of Shares shown above (or such greater or smaller number of Shares as determined in accordance
with Paragraph 6) as of the Vesting Date (as defined below). Such Fair Market Value shall be paid as soon as administratively feasible after the later of the Vesting Date or the Committee’s determination of whether, and the extent to which, the
performance goals described in Paragraph 6 have been satisfied. At your election, the form of payment may be in: (A) in cash, (B) in Shares, or (C) in any combination of cash and Shares. In determining the amount of any cash payout hereunder, Fair
Market Value shall be determined as of the date the payment is processed. 
  
 2.
Stock Incentive Plan Governs. The award and this Agreement are subject to the terms and conditions of the Wal-Mart Stores, Inc. Stock Incentive Plan of 1998, as amended from time to time (the “Plan”). The Plan is incorporated in
this Agreement by reference and all capitalized terms used in this Agreement have the meaning set forth in the Plan, unless this Agreement specifies a different meaning. By signing this Notification, you accept this award, acknowledge receipt of a
copy of the Plan and the prospectus covering the Plan and acknowledge that the award is subject to all the terms and provisions of the Plan and this Agreement. You further agree to accept as binding, conclusive and final all decisions and
interpretations by the Committee of the Plan upon any questions arising under the Plan, including whether, and the extent to which, the performance goals described in Paragraph 6 have been satisfied. 
  
 3. Subject to Shareholder Approval. To the extent you are a “covered
employee” within the meaning of Code Section 162(m), the award and this Agreement are subject to, and conditioned upon, shareholder approval of the material terms of the performance goals stated in Paragraph 6 below. 
  
 4. Payment. You are not required to pay for this Stock Value Equivalent Award.








 5. Stockholder Rights. Until your Stock Value Equivalent Award vests and, if applicable, Shares have been
delivered to you: 
  
 A. You do not have the right to vote your
Stock Value Equivalent Award; and 
  
 B. You will not receive, or
be entitled to receive, cash or non-cash dividends on your Stock Value Equivalent Award. 
  
 6. Vesting of Stock Value Equivalent Award. 
  
 A. Vesting. On the Vesting Date set forth above, you shall become vested in a number of Shares determined by multiplying the total number of Shares subject to your Stock Value Equivalent Award (as shown above)
by a percentage based on performance goals established by the Committee for the Performance Period, provided you have not incurred a Forfeiture Condition described below. You will, by separate writing incorporated into this notice, be notified of
the applicable percentages and performance goals for the Performance Period. 
  
 B. Forfeiture Conditions. Subject to Paragraph 6C below, your Stock Value Equivalent Award that would otherwise vest in whole or in part on the Vesting Date will not vest and shall be immediately forfeited if,
prior to the Vesting Date: 
  
 1. your Continuous Status as an
Associate terminates for any reason (other than your death or Disability, to the extent provided in Paragraph 6C below); or 
  
 2. you (a) have become or (b) are discussing or negotiating the possibility of becoming, or (c) are considering an offer to become, or have accepted an
offer or entered into an agreement to become an employee, officer, director, partner, manager, consultant to, or agent of, or otherwise becoming affiliated with, any entity competing or seeking to compete with Wal-Mart or an Affiliate; or

  
 3. you are subject to an administrative suspension, unless
you are reinstated as an Associate in good standing at the end of the administrative suspension period, in which case your Stock Value Equivalent Award would vest (as provided in Paragraph 6A) as of the date of such reinstatement. 
  
 C. Accelerated Vesting; Vesting Notwithstanding Termination. Your Stock Value
Equivalent Award will vest earlier than described in Paragraph 6A under the following circumstances: 
  
 1. If your Continuous Status as an Associate is terminated by your Disability, you will become vested in a number of Shares equal to the number of Shares
that would have become vested under Paragraph 6A had your Continuous Status as an Associate continued through the Vesting Date described in Paragraph 6A, prorated based upon the number of full 
  

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 calendar months during the Performance Period (as shown above) in which you had Continuous Status as an
Associate. “Disability” for this purpose means you have a physical or mental condition resulting from bodily injury, disease or mental disorder that constitutes total disability under the Federal Social Security Act and for which you have
actually been approved for Social Security disability benefits. 
  
 2. If your Continuous Status as an Associate is terminated by your death on or after ten years of service, you will become vested in a number of Shares equal to the number of Shares that would have become vested under Paragraph 6A had your
Continuous Status as an Associate continued through the Vesting Date described in Paragraph 6A. If your Continuous Status as an Associate is terminated by your death before you have completed ten years of service, you will become vested in a number
of Shares equal to the number of Shares that would have become vested under Paragraph 6A had your Continuous Status as an Associate continued through the Vesting Date described in Paragraph 6A, prorated based upon the number of full calendar months
during the Performance Period (as shown above) in which you had Continuous Status as an Associate. 
  
 In the event of accelerated vesting under this Paragraph 6C, the Fair Market Value of vested Shares, as determined above, shall be paid as soon as administratively feasible after the later of the Vesting Date or the
Committee’s determination of whether, and the extent to which, the performance goals described in Paragraph 6 have been satisfied. Payment shall be made: (A) in cash or by check, (B) in Shares, or (C) in any combination of cash and Shares. At
the time of payment, the Committee may determine the form of payment or whether to extend to you the option of electing the form of payment. In determining the amount of any cash payout hereunder, Fair Market Value shall be determined as of the date
the payment is processed. 
  
 7. Taxes and Tax Withholding. 
  
 A. You will have taxable income in the amount of any cash or the Fair Market
Value of any Shares paid to you under this Agreement. 
  
 B. You
must remit, on or prior to the due date thereof, the minimum amount necessary to satisfy all of the federal, state and local withholding (including FICA) tax requirements imposed on Wal-Mart (or the Affiliate that employs you) relating to this
Agreement. The Committee may require you to satisfy these minimum withholding tax obligations by any (or a combination) of the following means: (i) a cash payment; (ii) withholding from compensation otherwise payable to you; (iii) authorizing
Wal-Mart to withhold from the Shares otherwise deliverable to you under this Agreement as a result of the vesting of the Stock Value Equivalent Award, if any, a number of Shares having a Fair Market Value, as of the date the withholding tax
obligation arises, less than or equal to the amount of the withholding obligation; or (iv) authorizing Wal-Mart to withhold from cash otherwise deliverable to you under this Agreement as a result of the vesting of the Stock Value Equivalent Award,
if any, any amount less than or equal to the amount of the withholding obligation. 
  

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 8. Stock Value Equivalent Award Not Transferable. Neither a Stock Value Equivalent Award, nor your interest in a
Stock Value Equivalent Award, may be sold, conveyed, assigned, transferred, pledged or otherwise disposed of or encumbered at any time. Any attempted action in violation of this paragraph shall be null, void, and without effect. 
  
 9. Other Provisions. 
  
 A. The value of the Stock Value Equivalent Award will not be taken into account in computing the amount of your salary or
other compensation for purposes of determining any pension, retirement, death or other benefit under any employee benefit plan of Wal-Mart or any Affiliate, except to the extent such plan or another agreement between you and Wal-Mart specifically
provides otherwise. 
  
 B. Determinations regarding this
Agreement (including, but not limited to, whether, and the extent to which, the performance goals described in Paragraph 6 have been satisfied, and whether an event has occurred resulting in the forfeiture of or vesting of a Stock Value Equivalent
Award) shall be made by the Committee in accordance with this Agreement, and all determinations of the Committee shall be final and conclusive and binding on all persons. 
  
 C. Neither this Agreement nor the Plan creates any contract of employment, and nothing in this Agreement or the Plan shall
interfere with or limit in any way the right of Wal-Mart or an Affiliate to terminate your employment or service at any time, nor confer upon you the right to continue in the employ of Wal-Mart and/or Affiliate. Nothing in this Agreement or the Plan
creates any fiduciary or other duty to you owed by Wal-Mart, any Affiliate, or any member of the Committee except as expressly stated in this Agreement or the Plan. 
  
 D. Wal-Mart reserves the right to amend the Plan at any time. The Committee reserves the right to amend this Agreement at
any time. 
  
 E. By accepting this award Agreement, you agree to
provide any information reasonably requested from time to time. 
  
 F. You acknowledge that you are not relying, and will not rely, on Wal-Mart for any tax advice. 
  
 G. This Agreement shall be construed under the laws of the State of Delaware. 
  
 Grantee: 
  
 I acknowledge having received, read and understood the Plan and this Agreement. I accept the terms and conditions of my Stock Value Equivalent Award as set forth in this
Agreement, subject to the terms and conditions of the Plan 
  

			
	 By:
	 	  




			
	 Name (please print):
	 	  



 Agreed to and accepted this
                     day of
                                , 200    .

  

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