DIRECTOR COMPENSATION PLAN

EXHIBIT 4(C)

WAL-MART STORES, INC.
DIRECTOR COMPENSATION PLAN

PURPOSE. This Director Compensation Plan is established to allow the outside
directors of Wal-Mart Stores, Inc. Wal-Mart to participate in the ownership of
Wal-Mart through ownership of shares of the Wal-Mart common stock or deferred
stock units. In addition, the Plan is intended to allow Wal-Mart's outside
directors to defer all or a portion of their compensation for their service as
directors.

DEFINITIONS. The following words have the definitions given them below.

"AFFILIATE" means any corporation, company limited by shares, partnership,
limited liability company, business trust, other entity, or other business
association that is controlled by Wal-Mart.

"BOARD" means the board of directors of Wal-Mart.

"BUSINESS DAY" means a day on which Wal-Mart's executive offices in Bentonville,
Arkansas are open for business and on which trading is conducted on the
Exchange.

"COMMON STOCK" means the Common Stock, $0.10 par value per share, of Wal-Mart.

"COMPENSATION DATE" means the last Business Day of each calendar quarter.

"DEFERRAL ACCOUNT" means an account maintained in the Special Ledger for a
Director to which cash equivalent amounts allocable to the Director under this
Plan are credited.

"DIRECTOR" means any director of Wal-Mart who is not an employee of Wal-Mart or
an Affiliate.

"DISTRIBUTION DATE" means the date on which a Director ceases to be a director
of Wal-Mart or on which a Director becomes employed by Wal-Mart or an Affiliate

"FAIR MARKET VALUE" means, as to any particular day, the average of the highest
and lowest price quoted for a share of Common Stock trading on the New York
Stock Exchange on that day, or if no such prices were quoted for the shares of
Common Stock on the New York Stock Exchange for that day for any reason, the
average of the highest and lowest prices quoted on the last Business Day on
which prices were quoted. The highest and lowest prices for the shares of
Common Stock shall be those published in the edition of The Wall Street Journal
or any successor publication for the next Business Day.

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"FIRST COMPONENT" means the portion of the Retainer payable to a Director that
accounts for at least one-half of the Retainer and that is payable in Shares and
may be deferred by crediting Units to a Unit Account maintained for the
Director.

"INTEREST RATE" means the annual rate at which interest is deemed to accrue on
the amounts credited in a Deferral Account for a Director. The annual rate shall
be set by the Board or a committee of the Board and may be changed from time to
time as necessary to reflect prevailing interest rates.

"PLAN YEAR" means each 12-month period beginning on each January 1 and ending on
each December 31.

"RETAINER" means the amount of compensation set by the Board from time to time
as payable to a Director in each Plan Year on the terms and subject to
conditions stated in this Plan, subject to reduction for any portion thereof
that a Director elects to defer as provided in this Plan.

"SECOND COMPONENT" means the balance of the Retainer payable to a Director
(after reduction for the First Component) and that is (1) payable in cash or (2)
by crediting an amount to a Deferral Account maintained for the Director.

"SHARES" means shares of the Common Stock.

"SPECIAL LEDGER" means a record established and maintained by Wal-Mart in which
the Deferral Accounts and Units Accounts for the Directors, if any, and the
Units and/or amounts credited to the accounts are noted.

"UNIT ACCOUNT" shall mean the account maintained in the Special Ledger for a
Director to which Units allocable to the Director under this Plan are credited.

"UNIT" means a credit in a Unit Account representing one Share.

ANNUAL RETAINER. During each Plan Year in which a person is a Director during
the existence of this Plan, the Director will be eligible to receive the
Retainer payable as follows:

At least one-half of the Retainer shall be and, at the Director's option, up to
the full amount of the Retainer (defined above as the "First Component") will be
(1) payable to the Director in Shares or (2) at the Director's option, deferred
by Wal-Mart crediting Units to a Unit Account maintained for the Director as
provided in this Plan.

The balance of the Retainer (defined above as the "Second Component") shall be
(1) payable in cash or (2) at the Director's option, deferred by Wal-Mart
crediting a Deferral Account maintained for the Director as provided in this
Plan with an amount that would be otherwise payable to the Director in cash.

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The Retainer will be payable in arrears in equal quarterly installments on
each Compensation Date unless deferred as provided below. Each quarterly
installment will consist of one-fourth of the First Component and one-fourth of
the Second Component, if any, for each Director.

ELECTIONS. Each Director who was a Director during the prior Plan Year must
elect by no later than December 31 of the prior Plan Year how he or she will
receive the Retainer. Each Director who becomes a Director during a Plan Year
must elect within 30 days after becoming a Director how he or she will receive
the Retainer. Each election must be made by the Director filing an election
form with the Secretary of Wal-Mart. If a Director does not file an election
form for each Plan Year by the specified date, the Director will be deemed to
have elected to receive and defer the Retainer in the manner elected by the
Director in his or her last valid election. Any person who becomes a Director
during a Plan Year and does not file the required election within 30 days will
be deemed to have elected to receive all of the Retainer in Shares. Any
election to defer a portion of the Retainer made by a person who becomes a
Director during a Plan Year will be valid as to the portion of the Retainer
received after the election is filed with the Secretary of Wal-Mart. When an
election is made for a Plan Year, the Director may not revoke or change that
election.

THE SHARES. If a Director elects to receive Shares in payment of all or any
part of the Director's Retainer, the number of Shares to be issued on any
Compensation Date shall equal one-fourth of the amount of the Retainer to be
paid in Shares for the Plan Year divided by the Fair Market Value of a Share on
the Compensation Date. Any Shares issued under this Plan will be registered
under the Securities Act of 1933, as amended, and, so long as shares of the
Common Stock are listed for trading on the New York Stock Exchange, will be
listed for trading on the New York Stock Exchange.

THE UNITS. If a Director defers any portion of the Retainer in the form of
Units, then on each Compensation Date, Wal-Mart will credit a Unit Account
maintained for the Director with a number of Units equal to (1) one-fourth of
the dollar amount of the Retainer that the Director has elected to defer in the
form of Units for the Plan Year divided by (2) the Fair Market Value on the
Compensation Date. If the Common Stock is the subject of a stock dividend,
stock split, or a reverse stock split, the number of Units will be increased or
decreased, as the case may be, in the same proportion as the outstanding shares
of Common Stock. Wal-Mart will credit to the Director's Unit Account on the
date any dividend is paid on the Common Stock, an additional number of Units
equal to (I) the aggregate amount of the dividend that would be paid on a number
of Shares equal to the number of Units credited to the Director's Unit Account
on the date the dividend is paid divided by (II) the Fair Market Value on that
date.

DEFERRAL ACCOUNT. If a Director defers receipt of any portion of the Retainer
by having an amount credited to a Deferral Account, then on each Compensation
Date, Wal-Mart will credit to the Director's Deferral Account an amount equal to
one-fourth of the dollar amount of the Retainer deferred for the Plan Year. On
the last day of each Plan Year, Wal-Mart will also credit the Deferral Account
with interest, calculated at the Interest Rate, on the aggregate amount credited
to the Deferral Account.

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DISTRIBUTION OF THE AMOUNTS IN A UNIT ACCOUNT. After the Distribution Date for
a former Director, Wal-Mart will issue to the former Director that number of
Shares equal to the number of Units with which the former Director's Unit
Account is credited. The former Director may elect to receive all of the Shares
at one time or in up to 10 annual installments as described below. If the
Director has elected to receive all of the Shares at one time, Wal-Mart will
issue the Shares as soon as practicable after the Distribution Date.

If the former Director has elected to receive the Shares in installments, a
pro rata number of Shares will be issued for each installment plus additional
Shares equal to the Units credited to the Unit Account respecting dividends paid
on the Common Stock since the last installment was made. Wal-Mart will issue
the first installment of Shares as soon as practicable after the former
Director's Distribution Date. The remaining installments of Shares will be
issued on or about each anniversary of the Director's Distribution Date.

DISTRIBUTION OF THE AMOUNTS IN A DEFERRAL ACCOUNT. After the Distribution Date
for a former Director, Wal-Mart will pay the former Director cash equal to the
amount with which the former Director's Deferral Account is credited. The
former Director may elect to receive all of the cash at one time or in up to 10
annual installments as described below. If the former Director has elected to
receive all of the cash at one time, Wal-Mart will pay the cash to the former
Director as soon as practicable after the Distribution Date.

If the former Director has elected to be paid the cash in installments, a
pro rata portion of the amount credited to the Deferral Account on the
Distribution Date will be paid in each installment, along with the additional
amount credited to the Deferral Account as interest since the last installment
was paid. Wal-Mart will pay to the former Director the cash to be paid in the
first installment as soon as practicable after Distribution Date. The remaining
installments of cash shall be paid on or about each anniversary of the
Director's Distribution Date.

CONVERSION OF ACCOUNTS. At any time prior to the Distribution Date, a Director
who has a Deferral Account may convert all or any portion of the Deferral
Account into Units credited to a Unit Account. The number of Units to be
credited to the Director's Unit Account upon the conversion shall equal (1) the
amount credited to the Director's Deferral Account so converted divided by (2)
the Fair Market Value on the date of the Director's election to convert.

At any time prior to the Distribution Date, a Director who has a Unit
Account may convert all or any portion of the Unit Account into a Deferral
Account. The cash amount to be credited to the Director's Deferral Account upon
the conversion shall equal (1) the number of Units credited to his or her Unit
Account so converted multiplied by (2) the Fair Market Value on the date of the
Director's election to convert.

Any election to convert must be made on a form prescribed by Wal-Mart and
filed with its Secretary. The conversion of a Unit Account or a Deferral
Account shall be deemed to occur on the date of the Director's election.

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DISTRIBUTION IN THE EVENT OF A DIRECTOR'S DEATH. Each Director who defers any
part of the Retainer payable to him or her in any Plan Year must designate one
or more beneficiaries of the Director's Deferral Account and Unit Account, who
may be changed from time to time. The designation of a beneficiary must be made
by filing with Wal-Mart's Secretary a form prescribed by Wal-Mart. If no
designation of a beneficiary is made, any deferred benefits under this Plan will
be paid to the Director's or former Director's estate. If a Director dies while
in office or a former Director dies during the installment payment period, Wal-
Mart will issue the Shares and pay the amounts of cash that are issuable and
payable to the Director or former Director at one time as soon as practicable
after the death of the Director or the former Director.

TIMING OF ELECTION TO RECEIVE DEFERRED BENEFITS IN INSTALLMENTS. If the
Director wants the benefits distributed in installments, the election to receive
payments in installments must be on file for a period of at least 12 full months
prior to the Director ceasing to be a director of Wal-Mart. The last valid
election on file with Wal-Mart's Secretary for at least 12 full months will be
the given effect by Wal-Mart in distributing the benefits.

WITHHOLDING FOR TAXES. Wal-Mart will withhold the amount of cash and Shares
necessary to satisfy Wal-Mart's obligation to withhold federal, state, and local
income and other taxes on any benefits received by the Director, the former
Director or a beneficiary under this Plan.

NO TRANSFER OF RIGHTS UNDER THIS PLAN. A Director or former Director shall not
have the right to transfer, grant any security interest in or otherwise encumber
rights he or she may have under this Plan, any Deferral Account or any Unit
Account maintained for the Director or former Director or any interest therein.
No right or interest of a Director or a former Director in a Deferral Account or
a Unit Account shall be subject to any forced or involuntary disposition or to
any charge, liability, or obligation of the Director or former Director, whether
as the direct or indirect result of any action of the Director or former
Director or any action taken in any proceeding, including any proceeding under
any bankruptcy or other creditors' rights law. Any action attempting to effect
any transaction of that type shall be null, void, and without effect.

UNFUNDED PLAN. This Plan will be unfunded for federal tax purposes. The
Deferral Accounts and the Unit Accounts are entries in the Special Ledger only
and are merely a promise to make payments in the future. Wal-Mart's obligations
under this Plan are unsecured, general contractual obligations of Wal-Mart.

AMENDMENT AND TERMINATION OF THE PLAN. The Board or the Compensation and
Nominating Committee of the Board may amend or terminate this Plan at any time.
An amendment or the termination of this Plan will not adversely affect the right
of a Director, former Director, or Beneficiary to receive Shares issuable or
cash payable at the effective date of the amendment or termination or any rights
that a Director, former Director, or a Beneficiary has in any Deferral Account
or Unit Account at the effective date of the amendment or termination. If the
Plan is terminated, however, Wal-Mart may, at its option, accelerate the payment
of all deferred and other benefits payable under this Plan.

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GOVERNING LAW. This Plan shall be governed by the laws of the State of
Arkansas, except that any matters relating to the internal governance of Wal-
Mart shall be governed by the General Corporation Law of Delaware. Wal-Mart has
the right to interpret this Plan, and any interpretation by Wal-Mart shall be
conclusive as to the meaning of this Plan.

EFFECTIVE DATE AND TRANSITION. This Plan amends and restates in full the
Wal-Mart Stores, Inc. Directors Deferred Compensation Plan adopted on March 7,
1991 and as ratified by the stockholders of Wal-Mart on June 5, 1992. The
effective date of this amendment and restatement of that Plan shall be January
1, 1997, and the Plan became operative and in effect on the date, subject only
to the ratification of the Plan by the stockholders of Wal-Mart at Wal-Mart's
1997 annual stockholders' meeting. The Board has reserved and authorized for
issuance pursuant to the terms and conditions of this Plan 1,000,000 shares of
Common Stock.

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