SERIES TERMS CERTIFICATE



 Exhibit 4(a) 
  
 WAL-MART STORES, INC. 
  
 Series Terms Certificate 
 Pursuant to
Section 3.01 of the Indenture 
  
 Pursuant to Section 3.01 of
the Indenture, dated as of December 11, 2002 (the “Indenture”), made between Wal-Mart Stores, Inc., a Delaware corporation (the “Company”) and J.P. Morgan Trust Company, National Association, as successor in interest to Bank One
Trust Company, National Association, as Trustee (the “Trustee”), Joseph J. Fitzsimmons, Senior Vice President of Finance and Treasurer of the Company, hereby certifies as follows, and Anthony D. George, Assistant General Counsel, Finance
and Assistant Secretary of the Company, attests to the following certification. Any capitalized term used herein shall have the definition ascribed to that term as set forth in the Indenture unless otherwise defined herein. 
  
 A. This certificate is a Series Terms Certificate contemplated by Section
3.01 of the Indenture and is being executed to evidence the establishment and approval of the terms and conditions of the Series that was established pursuant to Section 3.01 of the Indenture by means of a Unanimous Written Consent of the Executive
Committee of the Board of Directors of the Company, dated as of February 10, 2004 (the “Original Series Consent”), which Series is designated as the “4.125% Notes Due 2011” (the “2011 Series”), by Joseph J. Fitzsimmons,
Senior Vice President of Finance and Treasurer of the Company, pursuant to the grant of authority under the terms of the Original Series Consent. 
  
 B. Each of the undersigned has read the Indenture, including the provisions of Sections 1.02 and 3.01 and the definitions relating thereto, and the
resolutions adopted in the Original Series Consent. In the opinion of the undersigned, the undersigned have made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not all
conditions precedent provided for in the Indenture relating to the execution and delivery by the Trustee of the Indenture, to the creation, establishment and approval of the title, the form and the terms of a Series under the Indenture, and to the
authentication and delivery by the Trustee of promissory notes of a Series, have been complied with. In the opinion of the undersigned, (i) all such conditions precedent have been complied with and (ii) there are no Events of Default (as defined in
the Indenture), or events which, with the passage of time, would become an Event of Default under the Indenture. 
  
 C. Pursuant to the Original Series Consent, the Company is authorized to issue $1,250,000,000 aggregate principal amount of promissory notes of the 2011
Series (the “Initial Notes”). A copy of the Original Series Consent is attached hereto as Annex A. Any promissory notes that the Company issues that are a part of the 2011 Series (the “Notes”) shall be represented by one
or more global securities substantially in the form attached hereto as Annex B (the “Form of Note”). 
  
 D. Pursuant to Section 3.01 of the Indenture, the terms and conditions of the 2011 Series and the promissory notes forming a part of the 2011 Series,
including the Notes, are established and approved to be the following: 








	 	1.	Designation: 

  
 The Series established by the Original Series Consent is designated as the “4.125% Notes Due 2011.” 
  

	 	2.	Aggregate Principal Amount: 

  
 The 2011 Series is not limited as to the aggregate principal amount of all the promissory notes of the 2011 Series that the Company may issue. The
Company is issuing the Initial Notes, which have an aggregate original principal amount of $1,250,000,000. 
  

	 	3.	Maturity: 

  
 Final maturity of the Notes of the 2011 Series will be February 15, 2011. 
  

	 	4.	Interest: 

  
 a. Rate 
  
 The Notes will bear interest at the per annum rate of 4.125%, which interest shall commence accruing from and including February 18, 2004. Additional
Amounts (as defined in Section 4(a) of the Form of Note), if any, will also be payable on the Notes. 
  
 b. Payment Dates 
  
 Interest will be payable on the Notes semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2004, to the person or
persons in whose name or names the Notes are registered at the close of business on the preceding February 1 or August 1, as the case may be. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. 

 

	 	5.	Currency of Payment: 

  
 The principal and interest payable with respect to the Notes shall be payable in United States dollars. 
  

	 	6.	Payment Places: 

  
 All payments of principal of and interest on the Notes will be made to The Depository Trust Company so long as the Notes are in global form, otherwise
payment shall be made at the office or agency of the Company in the Borough of Manhattan, The City of New York. 








	 	7.	Optional Redemption Features: 

  
 The Company may redeem the Notes upon the occurrence of certain tax events pursuant to Section 4(b) of the Form of Note. 
  
 There is no sinking fund with respect to the Notes. 
  

	 	8.	Special Redemption Features, etc.: 

  
 None. 
  

	 	9.	Denominations: 

  
 $2,000 and integral multiples of $1,000 for the Notes. 
  

	 	10.	Principal Repayment: 

  
 100% of the principal amount of each Note. 
  

	 	11.	Registrar and Paying Agent: 

  
 J.P. Morgan Trust Company, National Association will be the registrar and paying agent for the Notes. 
  

	 	12.	Defeasance: 

  
 Sections 11.02, 11.03 and 11.04 of the Indenture apply to the Notes. 
  

	 	13.	Payment of Additional Amounts: 

  
 The Company shall pay additional amounts as set forth under Section 4 of the Form of Notes. 
  

	 	14.	Book-Entry Procedures: 

  
 The Notes shall be issued in the form of global Notes registered in the name of CEDE & Co. as nominee of The Depository Trust Company and will be
issued in certificated form only in limited circumstances, in each case, as set forth under Sections 11 and 12 of the Form of Notes. 
  

	 	15.	Other Terms: 

  
 Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 of the Form of Note attached hereto as Annex B shall also apply to the Notes. 







 The Notes will not have any terms or conditions of the type contemplated by clause (iii), (vi), (vii),
(xii), (xiii), (xiv), (xv), (xvi) (xvii), or (xx) of Section 3.01 of the Indenture. 
  
 E. The Notes will be issued pursuant to and governed by the Indenture. To the extent that the Indenture’s terms apply to the Notes specifically or apply to the terms of all Securities of all Series established
pursuant to and governed by the Indenture, such terms shall apply to the Notes. 







 IN WITNESS WHEREOF, the undersigned has hereunto executed this Certificate as of February 10, 2004.

  

	
	 /s/ Joseph J. Fitzsimmons


	 Joseph J. Fitzsimmons

	 Senior Vice President of Finance and Treasurer



  
 ATTEST: 
  

	
	 /s/ Anthony D. George


	 Anthony D. George

	 Assistant General Counsel, Finance and Assistant Secretary









 ANNEX A 
  
 UNANIMOUS CONSENT TO ACTION 
 IN LIEU
OF SPECIAL MEETING 
 OF THE EXECUTIVE COMMITTEE OF 
 THE BOARD OF DIRECTORS 
 OF WAL-MART STORES, INC. 
  
 February 10, 2004 
  

  
 The undersigned, being all of the members of the Executive Committee of the Board of Directors of Wal-Mart Stores, Inc., a Delaware corporation (the
“Company”), do hereby consent to the adoption of the following resolutions in accordance with the provisions of Section 141(f) of the General Corporation Law of Delaware: 
  
 RESOLVED, that a series of senior, unsecured promissory notes of the Company in the initial aggregate principal
amount of $1,250,000,000 that shall mature on or about February 15, 2011 (the “Series 2011 Notes”) shall be, and it hereby is, created, established and authorized for issuance and sale pursuant to the terms of the Indenture dated December
11, 2002 (the “Indenture”) between the Company and JP Morgan Trust Company, National Association, as successor in interest to Bank One Trust Company, NA, as trustee (the “Indenture Trustee”); and 
  
 RESOLVED, that the Series 2011 Notes shall have such terms, including
the rate at which interest shall accrue thereunder, and shall be in such form as may be established and approved by an Authorized Officer or Authorized Officers (each as defined below) in accordance with the provisions of Section 3.01 of the
Indenture pursuant to the authority granted by these resolutions, which approval will be conclusively evidenced by that Authorized Officer’s or those Authorized Officers’ execution of a Series Terms Certificate with respect to the Series
2011 Notes as contemplated by Section 3.01 of the Indenture; and 
  
 RESOLVED, that the Chairman, any Vice Chairman, the Chief Executive Officer, the President, any Executive Vice President, any Senior Vice President, and the Treasurer of the Company (each an “Authorized Officer”) shall be,
and each of them hereby is, authorized, in the name and on behalf of the Company, to establish and to approve the terms and conditions of the Series 2011 Notes and to approve the form, terms and conditions of the promissory notes representing notes
in the Series 2011 Notes and to execute up to $1,250,000,000 principal amount of promissory notes of the Series 2011 Notes (the “2011 Promissory Notes”), all as provided in the Indenture, and to deliver the 2011 Promissory Notes to the
Indenture Trustee for authentication and delivery in accordance with the terms of the Indenture; and 
  
 RESOLVED, that the Indenture Trustee shall be, and it hereby is, authorized and directed to authenticate and deliver 2011 Promissory Notes to or
upon the written order of the Company, as provided in the Indenture; and 







 RESOLVED, that the Company shall be, and it hereby is, authorized to perform its obligations under
the 2011 Promissory Notes and its obligations under the Indenture, as those obligations relate to the 2011 Promissory Notes; and 
  
 RESOLVED, that the Company shall be, and it hereby is, authorized to enter into and perform its obligations under, and each Authorized Officer is
authorized to execute and deliver, for and on behalf of the Company, a Pricing Agreement and an Underwriting Agreement between the Company and Goldman, Sachs & Co., Credit Suisse First Boston LLC, Lehman Brothers Inc. and the other underwriters
named therein (collectively, the “Underwriters”), relating to the sale by the Company and the purchase by the Underwriters of up to $1,250,000,000 aggregate principal amount of 2011 Promissory Notes (collectively, the “Underwriting
Agreement”) and any other agreements necessary to effectuate the intent of these resolutions, the Underwriting Agreement and any other such agreements to be in the forms and to contain the terms, including the price to be paid to the Company by
the Underwriters for the 2011 Promissory Notes being purchased pursuant to the Underwriting Agreement, and conditions that the Authorized Officer executing the same approves, such approval to be conclusively evidenced by that Authorized
Officer’s execution and delivery of the Underwriting Agreement or other agreement; and 
  
 RESOLVED, that the Company shall be, and it hereby is, authorized to sell the 2011 Promissory Notes to the Underwriters pursuant to the Underwriting Agreement at the price and pursuant to the other terms and
conditions of the Underwriting Agreement; and 
  
 RESOLVED,
that the Company shall be, and it hereby is, authorized to issue one or more global certificates to represent all of the 2011 Promissory Notes and not otherwise issue the Notes in definitive form, and to permit each global certificate representing
2011 Promissory Notes to be registered in the name of a nominee of The Depository Trust Company (“DTC”) and beneficial interests in the global Notes to be otherwise shown on, and transfers of such beneficial interests effected through,
records maintained by DTC and its participants; and 
  
 RESOLVED, that the signatures of the Authorized Officers executing any 2011 Promissory Notes may be the manual or facsimile signatures of the present or any future Authorized Officers and may be imprinted or otherwise reproduced
thereon, and any such facsimile signature shall be binding upon the Company, notwithstanding the fact that at the time the Notes are authenticated and delivered and disposed of, the person signing the facsimile signature shall have ceased to be an
Authorized Officer; and 
  
 RESOLVED, that, without in any
way limiting the authority heretofore granted to any Authorized Officer, the Authorized Officers shall be, and each of them singly is, authorized and empowered to do and perform all such acts and things and to execute and deliver, for and on behalf
of the Company, any and all documents and instruments and to take any and all such actions as they may deem necessary, desirable or proper in order to carry out the intent and 







 purpose of the foregoing resolutions and fully to establish the Series 2011 Notes and to perform the provisions of the
Underwriting Agreement, the Indenture and the 2011 Promissory Notes, and to incur on behalf of the Company all such expenses and obligations in connection therewith as they may deem proper. 
  
 Dated this 10th day of February 2004. 
  

			
	 /s/ Thomas M. Coughlin

	 	 /s/ H. Lee Scott, Jr.


	 Thomas M. Coughlin
	 	 H. Lee Scott, Jr.

		
	 /s/ David D. Glass

	 	 /s/ S. Robson Walton


	 David D. Glass
	 	 S. Robson Walton