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                                                               EXHIBIT 4.5
                                                               Execution Version


                          REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement, dated as of December 13, 2002,
among Wal-Mart Stores, Inc., a Delaware corporation ("the Company"), Walton
Enterprises, L.P., a Delaware limited partnership (the "Partnership") and the
entities named in Schedule I hereto (collectively, the "Named Parties" and
individually, a "Named Party").

Recitals. The parties to this Agreement have made this Agreement in connection
with an offer (the "Partnership Offer") by the Partnership to redeem certain
ownership interests in the Partnership in exchange for the transfer to the Named
Parties of a certain number of unregistered shares of the Company's common
stock, par value $.10 per share (the "Common Stock"), held by the Partnership.
Each of the Named Parties may (i) sell some or all of the shares of the Common
Stock transferred to that Named Party in order to obtain funds for transfer to
one or more charities for charitable purposes or (ii) transfer some or all of
those shares to one or more charities who would use such shares and/or the
proceeds thereof for charitable purposes (each a "Donee" and collectively, the
"Donees"). The terms of the Partnership Offer require that the Company and the
Partnership execute and deliver this Agreement. Any Named Party or Donee must
execute this Agreement before that Partner or Donee will be entitled to exercise
any rights under this Agreement. At the request of the Partnership and to
facilitate the orderly distribution of the shares of Common Stock to be received
by the Named Parties or by any Donee pursuant to a donation by a Named Party,
the Company has agreed to execute and deliver this Agreement and provide for the
opportunity for registration of the sale of such shares of Common Stock to be
received by the Named Parties on the terms and subject to the conditions set
forth in this Agreement.

1. Definitions. For purposes of this Agreement the following terms shall have
the following meanings:

         "Effective Date" means the date on which the SEC declares the
Registration Statement effective.

         "Effective Period" means a period commencing on the Effective Date and
ending on the earlier of (i) the first date as of which all Registrable
Securities cease to be Registrable Securities and (ii) the date two years from
the Effective Date.

         "Holder" means the beneficial owner of any of the Registrable
Securities.

         "Person" means any individual, corporation, partnership, joint venture,
limited liability company, association, business trust, trust, joint-stock
company, unincorporated organization or government or any agency or political
subdivision thereof.

         "Prospectus" means the prospectus included in the Registration
Statement in the form of such prospectus at the time the Registration Statement
is declared effective, as supplemented by any Prospectus Supplement and as
amended by all amendments and supplemented by all other

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supplements to that prospectus, including post-effective amendments and by the
incorporation by reference of material into that prospectus.

         "Prospectus Supplement" means any prospectus supplement relating to a
particular offer and sale of all or a portion of the Registrable Securities
covered by the Registration Statement.

         "Registrable Securities" means, collectively, (i) those shares of
Common Stock received by the Named Parties from the Partnership in connection
with the Partnership Offer that the Named Parties indicate should be included in
the number of shares registered by the Company in the Registration Statement
(such securities being referred to collectively herein as the "Shares") and (ii)
any securities issued or distributed in respect of any Shares by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, reorganization, merger, consolidation or otherwise. The
parties to this Agreement understand and agree that the number of shares of
Common Stock included pursuant to item (i) above shall not exceed 16,000,000
shares.

         "Registration Expenses" means any and all out-of-pocket expenses
incurred by the Company relating to or in connection with the drafting or
performance of, or compliance with, this Agreement and any distribution, offer
or sale of Registrable Securities pursuant to the Registration Statement
including (i) all SEC and securities exchange registration and filing fees, (ii)
all fees and expenses of complying with securities or blue sky laws (including
fees and disbursements of counsel for any underwriters in connection with blue
sky qualifications, or filings respecting the offer or sale of, of the
Registrable Securities), (iii) all printing, messenger and delivery expenses,
(iv) all fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange pursuant to Section 7(h), (v)
the fees and disbursements of counsel for the Company (including any fees or
disbursements of counsel in connection with any amendments or supplements to
this Agreement or in the performance hereof) and of its independent public
accountants, and (vi) any fees and disbursements of underwriters customarily
paid by the issuers or sellers of securities, and the reasonable fees and
expenses of any special experts retained in connection with the requested
registration, but excluding underwriting discounts and commissions, broker's
fees and commissions and transfer taxes, if any.

         "Registration Statement" means the registration statement of the
Company under the Securities Act that covers Registrable Securities pursuant to
the provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments
and Prospectus Supplements, and all exhibits and all material incorporated by
reference in such Registration Statement and the Prospectus.

         "Related Securities" means any securities of the Company similar or
identical to any of the Registrable Securities.

         "SEC" means the United States Securities and Exchange Commission.

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         "Securities Act" means the Securities Act of 1933, as amended from time
to time, and the rules and regulations of the SEC promulgated thereunder.

         "Underwritten Offering" shall mean an offering of securities in which
the securities of the Company are sold to an underwriter for reoffering to the
public.

2. Right to Registration under this Agreement. The Named Parties shall have the
right to have the Company register the Registrable Securities pursuant to the
terms and subject to the conditions set forth in this Agreement. Each Named
Party must execute and deliver to the Company a counterpart of this Agreement;
provided, however, this Agreement shall be binding upon the Company and the
Partnership as soon as it shall have been executed on behalf of both the Company
and the Partnership. Promptly after making any donation of Registrable
Securities, any Named Party making the donation shall notify the Company in
writing of the name and address of any Donee, of the amount of Registrable
Securities donated to such Donee, the date of the donation and, if known, the
Donee's plan for the disposition of the Registrable Securities donated to that
Donee. Any Donee must execute and deliver to the Company a counterpart of this
Agreement before exercising any rights as a Holder under this Agreement with
respect to any of the Registrable Securities.

         Registrable Securities will cease to be Registrable Securities and the
Named Parties who are Holders shall cease to have any rights pursuant to this
Agreement (except as otherwise provided in Section 9 hereof) when all of the
Registrable Securities have been the subject of one of the following events: (i)
the Registration Statement covering Registrable Securities has been declared
effective under the Securities Act and those of the Registrable Securities
covered by the effective Registration Statement have been disposed of pursuant
to such effective Registration Statement; (ii) Registrable Securities are
distributed to the public pursuant to Rule 144 (or any similar provision then in
force) under the Securities Act; (iii) such Registrable Securities shall have
been otherwise transferred, new certificates for such Registrable Securities not
bearing a legend restricting further transfer shall have been delivered by the
Company and any other notations or instructions relating to the restrictions on
the free transferability of such Registrable Securities have been removed and
subsequent disposition of such Registrable Securities shall not require
registration or qualification of such Registrable Securities under the
Securities Act or any state securities or blue sky law then in force; or (iv)
Registrable Securities shall have ceased to be outstanding. If any of the
Registrable Securities remain as such at the close of business on the second
anniversary of the Effective Date, they shall cease to be Registrable Securities
effective as of that time.

3. Shelf Registration. As promptly as practicable after the execution and
delivery of this Agreement by the initial parties hereto, the Company shall file
and use its commercially reasonable efforts to cause the SEC to declare
effective one "shelf" Registration Statement relating to delayed or continuous
offerings of the Registrable Securities pursuant to Rule 415 (or similar rule
that may be adopted by the SEC) under the Securities Act by one or more of the
Named Parties. The Company shall not be required to file more than one
Registration Statement with respect to the Registrable Securities. The
Registration Statement shall be on any appropriate form under the Securities Act
that shall be available for the sale of the Registrable

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Securities in accordance with the intended method or methods of distribution
thereof by a Named Party or a Donee. The Company agrees to use its commercially
reasonable efforts to keep such Registration Statementcontinuously effective and
usable for resale of Registrable Securities, for a period of twenty-four (24)
months from the Effective Date or for such shorter period that will terminate
when all of the Registrable Securities covered by such Registration Statement
cease to be Registrable Securities; provided, however, that the Company may
elect that such Registration Statement not be filed, permitted to be declared
effective or usable during any Blackout Period (as defined in Section 4).

4. Blackout Period. The Company shall be entitled (i) to postpone the filing of
the Registration Statement otherwise required to be prepared and filed by the
Company pursuant to Section 3 or (ii) from time to time to elect that the
Registration Statement not be useable, for a reasonable period of time, but not
in excess of any period of [90] consecutive days (a "Blackout Period"), if (x)
the Company determines in good faith that the registration and distribution of
Registrable Securities or the use of the Registration Statement or the
Prospectus to effect any distribution, offer or sale of any Registrable
Securities (a) would interfere with, or would require premature disclosure of,
any pending financing, acquisition, corporate reorganization or any other
corporate development (including the disclosure of any material non-public
information regardless of the nature of that information) or other transaction
involving the Company or any of its subsidiaries, (b) would interfere with the
Company's repurchase of shares of the Common Stock pursuant to any stock
repurchase program of the Company or (c) otherwise could or would result in a
violation of applicable securities laws and (y) promptly gives the Holders
written notice of such determination, containing a general statement of the
reasons for such postponement or restriction on use and an approximation of the
anticipated hiatus from the use of the Registration Statement. Upon receipt of
any such notice, each Holder shall refrain from effecting any public
distribution, offer or sale of Registrable Securities until the Company has
notified the Holders of the end of the hiatus. The Company shall give the
Holders prompt notice of the end of such hiatus.

5. Selection of Underwriters. If any offering pursuant to the Registration
Statement is to be an Underwritten Offering, the Company shall have the right to
select the managing underwriter or underwriters to administer the offering,
which managing underwriter or underwriters shall be reasonably satisfactory to
the Holders of a majority in number of the Registrable Securities to be included
in such Registration Statement; provided, however, that the Holders of a
majority in number of the Registrable Securities to be included in such offering
shall be entitled to select one co-managing underwriter, which co-managing
underwriter shall be reasonably satisfactory to the Company. The managing
underwriter or underwriters selected by the Company shall be deemed to be
reasonably satisfactory to the Holders of a majority in number of the
Registrable Securities to be registered unless the Holders of a majority in
number of such Registrable Securities send a written notice of objection to the
Company within 10 days of receipt of notice from the Company of the appointment
of a managing underwriter or underwriters. Such notice shall state the reasons
for the Holders' objection to the managing underwriter or underwriters.

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6. Holdback Agreement. If (i) after the date of this Agreement and prior to the
expiration of the Effective Period, the Company shall file a registration
statement (other than in connection with the registration of securities issuable
pursuant to an employee stock option, stock purchase or similar plan or pursuant
to a merger, exchange offer or a transaction of the type described in Rule
145(a) under the Securities Act) with respect to its Common Stock or Related
Securities and(ii) with reasonable prior notice, in the case of a
non-Underwritten Offering by the Company pursuant to such registration
statement, the Company advises the Partnership (which shall in turn promptly
notify the Holders) in a writing addressed to the Holders that a public sale or
distribution of Registrable Securities would adversely affect the Company's
offering of its Common Stock or Related Securities or, in the case of an
Underwritten Offering by the Company pursuant to such registration statement,
the managing underwriter or underwriters advise the Company in writing (in which
case the Company shall notify the Partnership which shall in turn promptly
notify the Holders) that a public sale or distribution of Registrable Securities
would adversely impact such offering, then each Holder shall, to the extent not
inconsistent with applicable law, refrain from effecting any public
distribution, offer or sale of Registrable Securities during the seven-day
period prior to, and during the 30-day period beginning on, the effective date
of the registration statement relating to the Company's offer and sale of shares
of its Common Stock or Related Securities.

7. Registration Procedures. If and whenever the Company is required to use its
commercially reasonable efforts to effect the registration of any Registrable
Securities under the Securities Act as provided in this Agreement, the Company
will, as promptly as practicable:

         (a) prepare and file with the SEC a Registration Statement with respect
         to such Registrable Securities on any form for which the Company then
         qualifies or that counsel for the Company shall deem appropriate, and
         which form shall be available for the sale of the Registrable
         Securities in accordance with the intended methods of distribution or
         sale thereof by the Named Parties, and use its commercially reasonable
         efforts to cause such Registration Statement to become and remain
         effective;

         (b) prepare and file with the SEC amendments and post-effective
         amendments to such Registration Statement and such Prospectus
         Supplements and amendments to the Prospectus used in connection with
         any offer or sale of the Registrable Securities covered by the
         Registration Statement as may be necessary to maintain the
         effectiveness of such registration or as may be required by the rules,
         regulations or instructions applicable to the registration form
         utilized by the Company or by the Securities Act for shelf registration
         or otherwise necessary to keep the Registration Statement effective
         during the Effective Period or to permit a Holder to rely on the
         Registration Statement and use the Prospectus to make a distribution,
         offer or sale in accordance with the Securities Act and cause the
         Prospectus as so supplemented to be filed with the SEC pursuant to Rule
         424 under the Securities Act, and to otherwise comply with the
         provisions of the Securities Act with respect to the disposition of
         those Registrable Securities covered by such Registration Statement
         during the Effective Period; provided, that before filing a
         Registration Statement or Prospectus or any amendments or supplements
         thereto (other than reports required to be filed by it under the
         Securities and Exchange Act 1934, as

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         amended, and the rules and regulations adopted by the SEC thereunder),
         the Company will furnish to the Partnership on behalf of the Holders
         and their counsel for review and comment, copies of all documents
         proposed to be filed;

         (c) furnish to each Holder of such Registrable Securities with respect
         to each separate distribution, offer or sale being made in reliance on
         the Registration Statement such number of copies of such Registration
         Statement and of each amendment and post-effective amendment thereto
         (in each case including all exhibits), the Prospectus, including the
         Prospectus Supplement particularly relating to the particular
         distribution, offer or sale being made by the Holder, and such other
         documents as such Holder may reasonably request in order to facilitate
         the disposition of the Registrable Securities by such Holder (the
         Company hereby consenting to the use (subject to the limitations set
         forth in the last paragraph of this Section 7) of the Prospectus or any
         amendment or supplement thereto in connection with such disposition);

         (d) use its commercially reasonable efforts to register or qualify such
         Registrable Securities covered by such Registration Statement or make
         such notice filings under such other securities or blue sky laws of
         each jurisdiction in the United States as counsel to the Company shall
         advise or as each Holder shall reasonably request if the registration
         or qualification requirements under such laws are applicable and an
         exemption therefrom is not available for the disposition of Registrable
         Securities, and do any and all other acts and things which may be
         reasonably necessary or advisable to enable such Holder to consummate
         the disposition in such jurisdictions of the Registrable Securities
         owned by such Holder, except that the Company shall not for any such
         purpose be required to qualify generally to do business as a foreign
         corporation in any jurisdiction where, but for the requirements of this
         Section 7(d), it would not be obligated to be so qualified, to subject
         itself to taxation in any such jurisdiction, to consent to general
         service of process in any such jurisdiction or otherwise do anything
         that would, the Company's good faith judgment, result in any material
         adverse effect on the Company's operations in that jurisdiction or
         otherwise;

         (e) notify the Partnership (which shall in turn promptly notify each
         Holder of any such Registrable Securities covered by such Registration
         Statement) at any time when the Company is aware that a Prospectus
         relating thereto is required to be delivered under the Securities Act
         within the Effective Period, of the Company's becoming aware that the
         Prospectus included in such Registration Statement, as then in effect,
         or any Prospectus Supplement relating thereto may include an untrue
         statement of a material fact or may omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing,
         and, at the request of any such Holder, prepare and furnish to such
         Holder a reasonable number of copies of any amendment or supplement to
         the Prospectus, including any Prospectus Supplement, that may be
         necessary so that, as thereafter delivered to the purchasers of such
         Registrable Securities, such Prospectus or Prospectus Supplement shall
         not include an untrue statement of a material fact or omit to state a
         material fact required to be stated

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         therein or necessary to make the statements therein not misleading in
         light of the circumstances then existing;

         (f) notify the Partnership (which shall in turn promptly notify each
         Holder of Registrable Securities covered by such Registration Statement
         at any time):

                  (1) when the Prospectus or any Prospectus Supplement or
                  post-effective amendment to the Registration Statement has
                  been filed, and, with respect to the Registration Statement or
                  any post-effective amendment thereto, when the same has become
                  effective;

                  (2) of any request by the SEC for amendments or supplements to
                  the Registration Statement or the Prospectus or for additional
                  information;

                  (3) of the issuance by the SEC of any stop order suspending
                  the effectiveness of the Registration Statement or the
                  initiation of any proceedings for that purpose' and

                  (4) if at any time the representations and warranties of the
                  Company contemplated by paragraph (i)(1) below cease to be
                  true and correct;

         (g) otherwise use its commercially reasonable efforts to comply with
         all applicable rules and regulations of the SEC relating to the
         registration of the distribution, offer or sale of Registrable
         Securities, and make available to its security holders, as soon as
         reasonably practicable (but not more than eighteen months) after the
         effective date of the Registration Statement, an earnings statement
         which shall satisfy the provisions of Section 11(a) of the Securities
         Act and the rules and regulations promulgated thereunder;

         (h) use reasonable efforts to cause all such Registrable Securities to
         be listed on any securities exchange on which the Common Stock is then
         listed if such Registrable Securities are not already so listed and if
         such listing is then permitted under the rules of such exchange, and to
         provide a transfer agent and registrar for such Registrable Securities
         covered by such Registration Statement no later than the Effective
         Date;

         (i) enter into agreements (including underwriting agreements) and take
         all other reasonable actions necessary to expedite or, subject to the
         right of the Company to declare a Blackout Period pursuant to Section 4
         of this Agreement, to facilitate the disposition of such Registrable
         Securities and in such connection, whether or not an underwriting
         agreement is entered into and whether or not the proposed disposition
         will be an Underwritten Offering:

                  (1) make such representations and warranties to the Holders of
                  such Registrable Securities and the underwriters, if any, in
                  form, substance and scope as are customarily made by the
                  Company to underwriters in underwritten offerings of its
                  securities;

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                  (2) obtain opinions of counsel to the Company and updates
                  thereof, which opinions shall be in form, scope and substance
                  reasonably satisfactory to the managing underwriters, if any,
                  and the Holders of a majority in number of the Registrable
                  Securities being sold, addressed to each Holder and the
                  underwriters, if any, covering the matters customarily covered
                  in opinions provided by the Company's counsel in underwritten
                  offerings of the Company's securities and such other matters
                  as may be reasonably requested by such Holders and the
                  managing underwriters;

                  (3) obtain "cold comfort" letters and updates thereof from the
                  Company's independent certified public accountants addressed
                  to the selling Holders of Registrable Securities and the
                  managing underwriters, if any, such letters to be in customary
                  form and covering matters of the type customarily covered in
                  "cold comfort" letters delivered to underwriters in connection
                  with underwritten offerings of the Company's securities;

                  (4) if requested, provide the indemnification in accordance
                  with the provisions and procedures of, and up to the extent
                  provided in, Section 9 hereof to all parties to be indemnified
                  pursuant to said Section; and

                  (5) deliver such documents and certificates as may be
                  reasonably requested by the Holders of a majority of the
                  Registrable Securities being sold and the managing
                  underwriters, if any, to evidence compliance with clause (f)
                  above and with any conditions customarily contained in
                  underwriting agreements or other agreements entered into by
                  the Company.

         The matters set forth in this Section 7(i) shall be effected at each
         closing under any underwriting or similar agreement as and to the
         extent required thereunder.

         (j) cooperate with the Holders of Registrable Securities covered by
         such Registration Statement and the managing underwriter or
         underwriters, if any, to facilitate the timely preparation and delivery
         of certificates (not bearing any restrictive legends) representing the
         securities to be sold under such Registration Statement, and enable
         such securities to be in such denominations and registered in such
         names as the managing underwriter or underwriters, if any, or such
         Holders may request;

         (k) if requested by the managing underwriter or underwriters or a
         Holder being sold in connection with an Underwritten Offering,
         immediately incorporate in a Prospectus Supplement or, if required by
         the Securities Act, a post-effective amendment such information as the
         managing underwriters and the Holders of majority in number of the
         Registrable Securities being sold reasonably agree should be included
         therein relating to the plan of distribution with respect to such
         Registrable Securities, including, without limitation, information with
         respect to the principal amount of Registrable Securities being sold to
         such underwriters, the purchase price being paid therefor by such

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         underwriters and any other terms of the Underwritten Offering of the
         Registrable Securities to be sold in such offering and make all
         required filings of such Prospectus Supplement or post-effective
         amendment as promptly as practicable upon being notified of the matters
         to be incorporated in such Prospectus Supplement or post-effective
         amendment;


         (l) make available for inspection by any Holder included in such
         Registration Statement, any underwriter participating in any
         disposition pursuant to such Registration Statement, and any attorney,
         accountant or other agent retained by any such Holder or underwriter
         (collectively, the "Inspectors"), all financial and other records and
         other information, pertinent corporate documents and properties of any
         of the Company and its subsidiaries and affiliates (collectively, the
         "Records"), as shall be reasonably necessary to enable them to exercise
         their due diligence responsibility; provided, however, that the Records
         that the Company determines, in good faith, to be confidential and
         which it notifies the Inspectors in writing are confidential shall not
         be disclosed to any Inspector unless such Inspector signs a
         confidentiality agreement reasonably satisfactory to the Company, which
         will also contain a covenant relating to the use of the information
         contained in such Records, or either (i) the disclosure of such Records
         is necessary to avoid or correct a misstatement or omission in such
         Registration Statement or (ii) the release of such Records is ordered
         pursuant to a subpoena or other order from a court of competent
         jurisdiction; provided further, however, that any decision regarding
         the disclosure of information pursuant to subclause (i) shall be made
         only after consultation with counsel for the applicable Inspectors.
         Each Holder agrees that it will, promptly after learning that
         disclosure of such Records is sought in a court having jurisdiction,
         give notice to the Company and allow the Company, at the Partnership's
         expense (provided such expenses are reasonable and documented), to
         undertake appropriate action to prevent disclosure of such Records; and

         (m) cooperate with the Holders to enable the Holders to consummate the
         disposition of the Registrable Securities pursuant to the Registration
         Statement, which cooperation shall not cause the Company to incur any
         undue expense or liability.

         The Company may require each Holder as to which any registration is
being or has been effected to furnish, and such Holder shall furnish, to the
Company such information regarding such Holder, such Holder's plan of
distribution or other sale of Registrable Securities and such other information
pertinent to the disclosure requirements relating to the registration,
distribution, offer and sale of Registrable Securities as the Company may from
time to time reasonably request in writing. If the Holder has furnished any such
information and the information furnished becomes inaccurate, incomplete or
otherwise misleading, the Holder agrees to promptly notify the Company that the
information has become inaccurate or incomplete or that the information omits to
include any statement necessary to make the information in the Prospectus
included in the Registration Statement not misleading and provide to the Company
the information that is necessary to correct any such inaccurate information, to
complete any such incomplete information or to provide such information
necessary to ensure that the other

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information provided is not misleading promptly after the Holder becomes aware
of that inaccuracy, incompleteness or that information is misleading.

         Each Holder agrees that it shall give the Company prior written notice
of any proposed distribution or other offer or sale of Registrable Securities to
be made in reliance on the Registration Statement, which written notice shall be
received by the Company 10 business days prior to the commencement of that
distribution, offer or sale unless the distribution, offer or sale is to be an
Underwritten Offering, in which case, the notice shall be received by the
Company as promptly as possible, but in no event no later than 20 business days
prior to the proposed commencement of the Underwritten Offering. Such notice
shall state the number of shares of Common Stock proposed to be sold, the nature
of the proposed distribution or plan of distribution or other manner of offer or
sale, the terms of the proposed distribution, offer or sale, whether any
distribution, offer or sale is to be an Underwritten Offering, and the proposed
time of the commencement of the distribution or other offer or sale.

         Each Holder agrees that, upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 7(e), such Holder
will forthwith discontinue disposition of Registrable Securities pursuant to the
Prospectus or Registration Statement covering such Registrable Securities until
such Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 7(e), and, if so directed by the Company, such Holder
will deliver to the Company all copies, other than permanent file copies then in
such Holder's possession, of the Prospectus, including any Prospectus
Supplements, covering such Registrable Securities current at the time of receipt
of such notice. If the Company gives any such notice, the Effective Period shall
be extended by the number of days during the period from the date of the giving
of such notice pursuant to Section 7(e) and through the date when each seller of
Registrable Securities covered by such Registration Statement shall have
received the copies of the supplemented or amended Prospectus contemplated by
Section 7(e).

8. Registration Expenses. The Partnership will pay promptly all Registration
Expenses in connection with the registration of Registrable Securities pursuant
to Section 3 upon the written request of any of the Holders or the Company, and
each Holder shall pay all underwriting discounts and any other commissions and
transfer taxes, if any, relating to the sale or other disposition of such
Holder's Registrable Securities pursuant to the Registration Statement.

9. Indemnification; Contribution.

         (a) Indemnification by the Company. The Company agrees to indemnify
         each Holder, its officers and directors and each Person who controls
         such Holder (within the meaning of the Securities Act), and any agent
         thereof (each a "Holder Indemnified Party") against all losses, claims,
         damages, liabilities and expenses (including reasonable attorneys' fees
         and expenses of investigation) incurred by such party pursuant to any
         actual or threatened action, suit, proceeding or investigation arising
         out of or based upon (i) any untrue or alleged untrue statement of
         material fact contained in the Registration Statement, any Prospectus
         or preliminary Prospectus or any amendment or supplement to any of the
         foregoing or (ii) any omission or alleged omission to state therein a
         material

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         fact required to be stated therein or necessary to make the statements
         therein not misleading, except in each case insofar as the same arise
         out of or are based upon any such untrue statement or omission made in
         reliance on and in conformity with information with respect to such
         Holder Indemnified Party (or the Holder with respect to which such
         Holder Indemnified Party is an officer or director or Person who
         controls such Holder within the meaning of the Securities Act, or agent
         thereof) furnished in writing to the Company by such Holder Indemnified
         Party (or Holder with respect to which such Holder Indemnified Party is
         an officer or director or Person who controls such Holder within the
         meaning of the Securities Act, or agent thereof) or its counsel
         expressly for use therein. In connection with an Underwritten Offering,
         the Company will indemnify the underwriters thereof, their officers and
         directors and each Person who controls such underwriters (within the
         meaning of the Securities Act) up to the same extent as provided above
         with respect to the indemnification of the Holders of Registrable
         Securities. Notwithstanding the foregoing provisions of this Section
         9(a), the Company will not be liable to any Holder Indemnified Party,
         any Person who participates as an underwriter in the offering or sale
         of Registrable Securities or any other Person, if any, who controls
         such underwriter (within the meaning of the Securities Act), under the
         indemnity agreement in this Section 9(a) for any loss, claim, damage,
         liability (or action or proceeding in respect thereof) or expense that
         arises out of such Holder's or other Person's failure to send or give a
         copy of the final Prospectus and the Prospectus Supplement specifically
         relating to the particular distribution, offering or sale of
         Registrable Securities made by such Holder, to the Person asserting an
         untrue statement or alleged untrue statement or omission or alleged
         omission at or prior to the written confirmation of the sale of the
         Registrable Securities to such Person if such statement or omission was
         corrected in such final Prospectus, including in the Prospectus
         Supplement relating to that particular distribution, offering or sale,
         and the Company has previously furnished copies thereof in accordance
         with this Agreement.

         (b) Indemnification by Holders of Registrable Securities. In connection
         with the Registration Statement and any use of the Prospectus,
         including any Prospectus Supplement in connection with the
         distribution, offering or sale of Registrable Securities, each Holder
         will furnish to the Company in writing such information, including with
         respect to the name, address and the amount of Registrable Securities
         held by such Holder, as the Company reasonably requests for use in such
         Registration Statement or the related Prospectus, including any
         Prospectus Supplement relating to the distribution, offering or sale of
         Registrable Securities by that Holder, and agrees to indemnify and hold
         harmless (in the same manner and to the same extent as set forth in
         Section 9(a) above) the Company, all other prospective Holders or any
         underwriter, as the case may be, and any of their respective
         affiliates, directors, officers and controlling Persons (within the
         meaning of the Securities Act) and their agents against any losses,
         claims, damages, liabilities and expenses resulting from any untrue or
         alleged untrue statement of a material fact or any omission or alleged
         omission of a material fact required to be stated in such Registration
         Statement or Prospectus or any amendment or supplement to either of
         them or necessary to make the statements therein not misleading, but
         only to the extent that any such untrue statement or omission is made
         in reliance on and in conformity with

                                       11

<PAGE>

         information with respect to such Holder furnished in writing to the
         Company by such Holder or its counsel specifically for inclusion
         therein.

         (c) Conduct of Indemnification Proceedings. Any Person entitled to
         indemnification hereunder agrees to give prompt written notice to the
         indemnifying party after the receipt by such indemnified party of any
         written notice of the commencement of any action, suit, proceeding or
         investigation or threat thereof made in writing for which such
         indemnified party may claim indemnification or contribution pursuant to
         this Agreement (provided that failure to give such notification shall
         not affect the obligations of the indemnifying person pursuant to this
         Section 9 except to the extent the indemnifying party shall have been
         actually prejudiced as a result of such failure). In case any such
         action shall be brought against any indemnified party and it shall
         notify the indemnifying party of the commencement thereof. The
         indemnifying party shall be entitled to participate in such action and,
         to the extent that it shall wish, jointly with any other indemnifying
         party similarly notified, to assume the defense thereof, with counsel
         reasonably satisfactory to such indemnified party (who shall not,
         except with the consent of the indemnified party (such consent not to
         be unreasonably withheld), be counsel to the indemnifying party). After
         notice from the indemnifying party to such indemnified party of its
         election so to assume the defense of that action, the indemnifying
         party shall not be liable to such indemnified party under these
         indemnification provisions for any legal expenses of other counsel or
         any other expenses, in each case subsequently incurred by such
         indemnified party, in connection with the defense thereof other than
         reasonable costs of investigation, unless an indemnified party has
         received an opinion of counsel, which counsel shall be reasonably
         satisfactory to the indemnifying party, that a conflict of interest is
         likely to exist between such indemnified party and any other of such
         indemnified parties with respect to such claim, in which event the
         indemnifying party shall be obligated to pay the reasonable and
         documented fees and expenses of such additional counsel or counsels.
         Except to the extent set forth in the preceding sentence with respect
         to conflicts of interests between indemnified parties, an indemnifying
         party shall not be liable for the fees and expenses of more than one
         counsel (in addition to local counsel) separate from their own counsel
         for all indemnified parties in connection with any one action or
         related actions in the same jurisdiction arising out of the same
         allegations or circumstances. The indemnifying party will not be
         subject to any liability for any settlement made without its express
         written consent, which consent will not be unreasonably withheld.

         (d) Contribution. If the indemnification from the indemnifying party
         provided for in this Section 9 is unavailable to an indemnified party
         hereunder in respect of any losses, claims, damages, liabilities or
         expenses referred to therein, then each indemnifying party, shall
         contribute to the amount paid or payable by such indemnified party as a
         result of the losses, claims, damages, liabilities or expenses (or
         actions or proceedings in respect thereof) in such proportion as is
         appropriate to reflect the relative fault of the indemnifying party or
         parties on the one hand and the indemnified party on the other in
         connection with the statements or omissions that resulted in such
         losses, claims, damages, liabilities or expenses (or actions or
         proceedings in respect thereof) as well as any other

                                       12

<PAGE>

         relevant equitable considerations. The relative fault of the parties
         shall be determined by reference to, among other things, whether the
         untrue or alleged untrue statement of a material fact or the omission
         or alleged omission to state a material fact relates to information
         supplied by the Company on the one hand or such Holder or such other
         indemnified person, as the case may be, on the other, and the parties'
         relative intent, knowledge, access to information and opportunity to
         correct or prevent such statement or omission. The amount paid or
         payable by a party as a result of the losses, claims, damages,
         liabilities and expenses referred to above shall be deemed to include,
         subject to the limitations set forth in Section 9(c), any reasonable
         and documented legal and other fees and expenses reasonably incurred by
         such indemnified party in connection with any investigation or
         proceeding.

         The parties hereto agree that it would not be just and equitable if
         contribution pursuant to this Section 9(d) were determined by pro rata
         allocation or by any other method of allocation which does not take
         account of the equitable considerations referred to in the immediately
         preceding paragraph. Notwithstanding the provisions of this Section
         9(d), no Holder shall be required to contribute any amount in
         connection with any particular claim in excess of the amount by which
         the total price at which the Registrable Securities of such Holder were
         offered to the public (net of all underwriting discounts and
         commissions) exceeds the amount of any damages which such Holder has
         otherwise been required to pay in connection with that claim by reason
         of such untrue statement or omission. No Person guilty of fraudulent
         misrepresentation (within the meaning of Section 11(f) of the
         Securities Act) shall be entitled to contribution from any Person who
         was not guilty of such fraudulent misrepresentation.

         If indemnification is available under this Section 9, the indemnifying
         parties shall indemnify each indemnified party to the full extent
         provided in Section 9(a) or (b) above, as the case may be, without
         regard to the relative fault of said indemnifying parties or
         indemnified party or any other equitable consideration provided for in
         this Section 9(d).

         (e) Other Liability; Survival. The provisions of this Section 9 shall
         be in addition to any liability which any party may have to any other
         party and shall survive any termination of this Agreement.

10. Participation in Underwritten Registrations. No Holder may participate in
any Underwritten Offering of Registrable Securities in reliance on the
Registration Statement unless such Holder (a) agrees to sell such Holder's
securities to be sold in such offering on the basis provided in any underwriting
arrangements approved by the Company in its reasonable discretion and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

11. Rule 144. The Company covenants that, during the Effective Period, it will
file the reports required to be filed by it under the Securities Act and the
Securities Exchange Act of 1934, as amended, and the rules and regulations
adopted by the SEC thereunder (or, if the

                                       13

<PAGE>

Company is not required otherwise to file such reports, it will, upon the
request of any Holder, make publicly available other information so long as
necessary to permit sales under Rule 144 under the Securities Act), and it will
take such further action as any Holder may reasonably request, all to the extent
required from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act pursuant to and within the
limitations of the exemptions provided by (a) Rule 144 under the Securities Act,
as Rule 144 may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the SEC. Upon the request of any Holder, the
Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.

12.      Miscellaneous.

         (a) Remedies. Each party to this Agreement, in addition to being
         entitled to exercise all rights granted by law, including recovery of
         damages, will be entitled to specific performance of its rights under
         this Agreement.

         (b) Amendments and Waivers. Except as otherwise provided herein, the
         provisions of this Agreement may not be amended, modified or
         supplemented, and waivers or consents to departures from the provisions
         hereof may not be given, unless the Company has agreed thereto and the
         Company has obtained the written consent of Holders of at least a
         majority in number of the Registrable Securities then outstanding.

         (c) Notices. All notices and other communications provided for or
         permitted hereunder shall be in writing and shall be deemed to have
         been duly given if delivered personally or sent by telex or telecopier,
         registered or certified mail (return receipt requested), postage
         prepaid, or courier guaranteeing next day delivery to the parties at
         the following addresses (or at such other address for any party as
         shall be specified by like notice, provided that notices of a change of
         address shall be effective only upon receipt thereof). Notices
         delivered personally shall be effective upon receipt, notices sent by
         mail shall be effective three days after mailing, notices sent by
         telecopier shall be effective when receipt is acknowledged in writing
         or by telephone, and notices sent by courier guaranteeing next day
         delivery shall be effective upon receipt by the addressee:

                  (i) if to a Holder at the address of such Holder provided in
                  Schedule I hereto or at such other address as the applicable
                  Holder may designate to the Company and the Partnership in
                  writing;

                  (ii)     if to the Company at:

                           Wal-Mart Stores, Inc.
                           702 S.W.8th St.
                           Bentonville, AR 72716-8095
                           Attention: Allison D. Garrett
                                      Vice President and General Counsel,
                                      Corporate Division
                           Telecopy:  (479) 277-5991


                                       14

<PAGE>

                  (iii)    if to the Partnership at:

                           Walton Enterprises, L.P.
                           c/o Wilmington Trust Company
                           9 South DuPont Highway
                           Georgetown, DE 19947
                           Attention: Richard D. Chapman
                           Telecopy:  (479) 273-7477


         (d) Successors and Assigns. This Agreement shall inure to the benefit
         of and be binding upon the successors of each of the parties; provided,
         however, that this Agreement and the provisions of this Agreement that
         are for the benefit of the Holders shall not be assignable by any
         Holder to any Person and any such purported assignment shall be null
         and void.

         (e) Counterparts. This Agreement may be executed in any number of
         counterparts and by the parties hereto in separate counterparts, each
         of which when so executed shall be deemed to be an original and all of
         which taken together shall constitute one and the same agreement.

         (f) Headings. The headings in this Agreement are for convenience of
         reference only and shall not limit or otherwise affect the meaning
         hereof.

         (g) Governing Law. This Agreement shall be governed by and construed in
         accordance with the laws of the State of [Arkansas] applicable to
         contracts made and to be performed wholly within that State, without
         regard to the conflict of laws principles thereof.

         (h) Severability. In the event that any one or more of the provisions
         contained herein, or the application thereof in any circumstances, is
         held invalid, illegal or unenforceable in any respect for any reason,
         the validity, legality and enforceability of any such provision in
         every other respect and of the remaining provisions contained herein
         shall not be in any way impaired thereby, it being intended that all of
         the rights and privileges of the Named Parties shall be enforceable to
         the fullest extent permitted by law.

         (i) Entire Agreement. This Agreement is intended by the parties as a
         final expression and a complete and exclusive statement of the
         agreement and understanding of the parties hereto in respect of the
         subject matter hereof. There are no restrictions, promises, warranties
         or undertakings with respect to the subject matter hereof, other than
         those set forth or referred to herein. This Agreement supersedes all
         prior agreements and understandings between the parties with respect to
         such subject matter.

                                       15

<PAGE>

         (j) Assignment. This rights and privileges of a party to this Agreement
         may not be assigned without the prior written consent of each party to
         this Agreement against whom enforcement of those rights and privileges
         may be sought.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                                 WAL-MART STORES, INC.,

                                                 By: /s/ H. Lee Scott
                                                     ---------------------------
                                                 Name: H. Lee Scott
                                                 Title: Chief Executive Officer


                                                 WALTON ENTERPRISES, L.P.,

                                                 By: /s/ Jim C. Walton
                                                     ---------------------------
                                                 Name: Jim C. Walton
                                                 Title: General Partner


                                                 HELEN R. WALTON NONQUALIFIED
                                                 CHARITABLE REMAINDER TRUST

                                                 By: /s/ James K. Dobbs III
                                                     ---------------------------
                                                 Name: James K. Dobbs III
                                                 Title: Trustee


                                                 WALTON FAMILY CHARITABLE
                                                 SUPPORT FOUNDATION, INC.

                                                 By: /s/ Kaneaster Hodges, Jr.
                                                     ---------------------------
                                                 Name: Kaneaster Hodges, Jr.
                                                 Title: President

                                                 _______________________________

                                                 _______________________________
                                                       [SIGNATURE OF DONEE]

                                       16

<PAGE>


                                   SCHEDULE I

                                  NAMED PARTIES

         Named Party                                   Address of Named Party
----------------------------                         --------------------------
Helen R. Walton Nonqualified                         Dobbs Brothers Management
Charitable Remainder Trust                           5170 Sanderlin Avenue
James K. Dobbs III                                   Suite 102
Trustee                                              Memphis, Tennessee 38117

Walton Family Charitable Support                     100 PSE Road, Suite A
Foundation, Inc.                                     Newport, Arkansas 72112
c/o Kaneaster Hodges, Jr.
President

                               Schedule 1-Page 1