Series Term Certificate for Wal-Mart Stores



 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 Bank One Trust Company, NA, as Trustee (the “Trustee”), J.J. Fitzsimmons,
Senior Vice President-Finance and Treasurer, 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 September 25,
2003 (the “Original Series Consent”), which Series is designated as the “3.375% Notes Due 2008” (the “2008 Series”), by J.J. Fitzsimmons, Senior Vice President-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 $1,000,000,000 aggregate principal amount of promissory notes of the 2008 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 2008 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 2008 Series and the promissory notes forming a part of the 2008 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 “3.375% Notes Due 2008.” 
  

	 	2.	Aggregate Principal Amount: 

  
 The 2008 Series is not limited as to the aggregate principal amount of all the promissory notes of the 2008 Series that the Company may issue. The Company
is issuing the Initial Notes, which have an aggregate original principal amount of $1,000,000,000. 
  

	 	3.	Maturity: 

  
 Final maturity of the Notes of the 2008 Series will be October 1, 2008. 
  

	 	4.	Interest: 

  

	 	a.	Rate 

  
 The Notes will bear interest at the per annum rate of 3.375%, which interest shall commence accruing from and including October 2, 2003. 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 April 1 and October 1 of each year, beginning on April 1, 2004, to the person or
persons in whose name or names the Notes are registered at the close of business on the preceding March 15 or September 15, 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: 

  
 $1,000 and integral multiples thereof for the Notes. 
  

	 	10.	Principal Repayment: 

  
 100% of the principal amount of each Note. 
  

	 	11.	Registrar and Paying Agent: 

  
 Bank One Trust Company, NA 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. 
  
  

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 IN WITNESS WHEREOF, the undersigned has hereunto executed this Certificate as of September 25, 2003.

  

	 
		
	 	 	/s/    J.J. FITZSIMMONS        
	 	

	 Name:
	 	J.J. Fitzsimmons
	 Title:
	 	Senior Vice President-Finance and Treasurer


  
 ATTEST: 
  

	 
		
	 	 	/s/    ANTHONY D. GEORGE        
	 	

		
	 	 	Anthony D. George
	 	 	Assistant General Counsel, Finance and Assistant Secretary

  

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 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. 
  
 September 25, 2003 
  

  
 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
$1,000,000,000 that shall mature on or about October [1], 2008 (the “Series 2008 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 Bank One Trust Company, NA, as trustee (the “Indenture Trustee”); and 
  
 RESOLVED, that the Series 2008 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 2008 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, the Vice President of Planning and Analysis 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 2008 Notes and to approve the form, terms and conditions of the promissory notes representing notes in the Series 2008 Notes and to execute up to
$1,000,000,000 principal amount of promissory notes of the Series 2008 Notes (the “2008 Promissory Notes”), all as provided in the Indenture, and to deliver the 2008 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 2008 Promissory Notes to or upon the written order of the Company, as provided in the Indenture; and 
  

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 RESOLVED, that the Company shall be, and it hereby is, authorized to perform its obligations under the
2008 Promissory Notes and its obligations under the Indenture, as those obligations relate to the 2008 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 J.P. Morgan Securities Inc. and Credit Suisse First Boston LLC, 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 $1,000,000,000 aggregate principal amount of 2008 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 2008 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 2008 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 2008 Promissory Notes and not otherwise issue the Notes in definitive form, and to permit each global certificate representing 2008 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 2008 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 2008 Notes and to perform the provisions of
the Underwriting Agreement, the Indenture and the 2008 Promissory Notes, and to incur on behalf of the Company all such expenses and obligations in connection therewith as they may deem proper. 







 Dated to be effective as of the date first above written. 
  

			
	/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








 ANNEX B 
 Form of Global Note 
  
 This Note is a global security and is registered in the name of CEDE & CO., as nominee of the Depositary, The Depository Trust Company. Unless and until this Note is exchanged for Notes in definitive form, this Note may not be
transferred except as a whole by the Depositary or a nominee of the Depositary to the Depositary or another depositary or by the Depositary or any such nominee to a successor depositary or a nominee of such successor depositary. 
  
 Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 
  
 WAL-MART STORES, INC. 
  
 3.375% NOTES DUE 2008 
  

	 Number A-1
 $500,000,000
	 	 	 	 CUSIP No.: 931142BU6
 ISIN No.:
US931142BU65
 Common Code:


  
 WAL-MART STORES, INC.,
a corporation duly organized and existing under the laws of the State of Delaware, and any successor corporation pursuant to the Indenture (herein referred to as the “Company”), for value received, hereby promises to pay to CEDE & CO.
or registered assigns, the principal sum of FIVE HUNDRED MILLION DOLLARS on October 1, 2008 in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to
pay interest, computed on the basis of a 360-day year of twelve 30-day months, semi-annually in arrears on April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day, except that if such
Business Day is in the next succeeding calendar month, such interest payment shall be made on the Business Day immediately preceding such day (each, an “Interest Payment Date”), commencing on April 1, 2004, on said principal sum in like
coin or currency, at the rate per annum specified in the title of this Note from October 2, 2003 or from the most recent April 1 or October 1 to which interest has been paid or duly provided for. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will be paid to the person in whose name this Note is registered (the “holder”) at the close of business on the preceding March 15, in the case of an Interest Payment Date of April 1, and on the
preceding September 15, in the case of an Interest Payment Date of October 1 (each, a “Record Date”). 
  
 Reference is made to the further provisions of this Note set forth on the succeeding sections hereof. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place. 







 This Note shall not be valid or become obligatory for any purpose until the certificate of authentication
hereon shall have been signed by the Trustee under the Indenture referred to in Section 1 hereof. 
  
 IN WITNESS WHEREOF, the Company has caused this instrument to be signed by its Chairman of the Board, its Vice Chairman, its President or one of its Vice
Presidents by manual or facsimile signature under its corporate seal, attested by its Secretary, one of its Assistant Secretaries, its Treasurer or one of its Assistant Treasurers by manual or facsimile signature. 
  

	 	 	 	 	 WAL-MART STORES, INC.

  

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 	 	 Title:

					
	 [SEAL]
	 	 	 	 	 	 Attest:    
	 	

	 	 	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 	 	 Title:

	 Dated: October 2, 2003
	 	 	 	 	 	 

  
  
  
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Securities of the series designated herein referred to in
the within-mentioned Indenture. 
  

	 BANK ONE TRUST COMPANY, NA, as Trustee
  

		
	By:	 	 
	 	

	 	 	Authorized Signatory









 WAL-MART STORES, INC. 
  
 3.375% NOTES DUE 2008 
  
 1. Indenture; Notes. This Note is one of a duly authorized series of Securities of the Company designated as the “3.375% Notes Due 2008”
(the “Notes”), initially issued in an aggregate principal amount of $1,000,000,000 on October 2, 2003. Such series of Securities has been established pursuant to, and is one of an indefinite number of series of debt securities of the
Company, issued or issuable under and pursuant to, the Indenture, dated as of December 11, 2002 (the “Indenture”), duly executed and delivered by the Company, as Issuer and Bank One Trust Company, NA, as Trustee (the “Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Notes and of
the terms upon which this Note is, and is to be, authenticated and delivered. The terms, conditions and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended, and those set forth in this Note. To the extent that the terms, conditions and other provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other provisions of this Note
shall govern. 
  
 All capitalized terms which are used but not
defined in this Note shall have the meanings assigned to them in the Indenture. 
  
 The Company may, without the consent of the holders, issue and sell additional Securities ranking equally with the Notes and otherwise identical in all respects (except for their date of issue, issue price and the
date from which interest payments thereon shall accrue) so that such additional Securities shall be consolidated and form a single series with the Notes; provided, however, that no additional Securities of any existing or new series may be
issued under the Indenture if an Event of Default has occurred and remains uncured thereunder. 
  
 2. Ranking. The Notes shall constitute the senior, unsecured and unsubordinated debt obligations of the Company and shall rank equally in right of payment among themselves and with all other existing and future
senior, unsecured and unsubordinated debt obligations of the Company. 
  
 3. Payment of Overdue Amounts. The Company shall pay interest, calculated on the basis of a 360-day year of twelve 30-day months, on overdue principal and overdue installments of interest, if any, from time to time on demand at the
interest rate borne by the Notes to the extent lawful. 
  
 4.
Payment of Additional Amounts; Redemption Upon a Tax Event. (a) Payment of Additional Amounts. The Company shall pay to the holder of this Note who is a United States Alien (as defined below) such additional amounts as may be necessary
so that every net payment of principal of and interest on this Note to such holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such holder by the United States
of America or any taxing authority thereof or therein, will not be less than the amount provided in the Notes to be then due and 
  

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 payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be
required to make any payment of Additional Amounts for or on account of: 
  
 (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection between such holder, or between a fiduciary, settlor, beneficiary of,
member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation, and the United States including, without limitation, such holder, or such fiduciary, settlor, beneficiary, member,
shareholder or possessor, being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the
presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; 
  
 (ii) any estate, inheritance, gift, sales, transfer, excise,
personal property or similar tax, assessment or other governmental charge; 
  
 (iii) any tax, assessment or other governmental charge imposed by reason of such holder’s past or present status as a passive foreign investment company, a controlled foreign corporation, a personal holding
company or foreign personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; 
  
 (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from
payment of principal of or interest on this Note; 
  
 (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent;

  
 (vi) any tax, assessment or other
governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States
of America of the holder or beneficial owner of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental
charge; 
  
 (vii) any tax, assessment or other
governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated
thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; 
  
 (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to any European
Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic 
  

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 and Financial Affairs Council, or any law implementing or complying with, or introduced in order to
conform to, such Directive; or 
  

	 	(ix)	any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a); 

  
 nor shall any Additional Amounts be paid to any holder who is a fiduciary partnership or other than the sole beneficial owner of this Note
to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner thereof would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or
beneficial owner been the holder. 
  
 “United States
Alien” means any corporation, partnership, individual or fiduciary that is, as to the United States of America, a foreign corporation, a non-resident alien individual who has not made a valid election to be treated as a United States resident,
a non-resident fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, as to the United States of America, a foreign corporation, a non-resident alien individual or a non-resident fiduciary of a
foreign estate or trust. 
  
 (b) Redemption Upon a Tax
Event. The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (such date, the “Tax Redemption Date”) to be fixed by the Company on not more than 60 days’ and not less than 30 days’ notice,
at a redemption price equal to 100% of the principal amount of the Notes (the “Redemption Price”) plus accrued but unpaid interest, if any, thereon, if the Company determines that as a result of any change in or amendment to the laws,
treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement
or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before
September 25, 2003 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such
action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts or (B) there is a substantial possibility that the Company will be required to pay such Additional Amounts.

  
 Prior to the publication of any notice of redemption pursuant
to Section 15 hereof, the Company shall deliver to the Trustee (1) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the
rights of the Company to so redeem have occurred and (2) an Opinion of Counsel to such effect based on such statement of facts. 
  
 If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the holders pursuant to Section 15 hereof.

  
 The notice of redemption, shall specify the following:

  
 (i) the Tax Redemption Date; 
  

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 (ii) a brief statement to the effect that the Notes are being redeemed at the option of
the Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption; 
  
 (iii) that on the Tax Redemption Date, the Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and
payable; 
  
 (iv) the amount of the Redemption
Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; 
  
 (v) the place or places of payment of the amounts due under clause (iv) above; 
  
 (vi) that payment of the amounts due under clause (iv) above
will be made upon presentation and surrender of the Notes; and 
  
 (vii) that, following the redemption of the Notes pursuant to this Section 4(b), interest shall cease to accrue thereon. 
  
 The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company. 
  
 On or
before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee or with the Paying Agent or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the
Indenture, an amount of money sufficient to pay the Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. 
  
 The notice of redemption having been given as specified above, the Notes
shall, on the Tax Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Company shall default in the payment of the Redemption Price and accrued but unpaid interest, if any, the Notes shall cease
to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. 

 
 If the Notes, having been called for redemption, shall not be so paid upon
surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note. 
  
 5. Place and Method of Payment. The Company shall pay principal of and interest on the Notes at the office or agency of the Paying Agent in the
Borough of Manhattan, The City of New York; provided, however, that at the option of the Company, the Company may pay interest by check mailed to the person entitled thereto at such person’s address as it appears on the Registry for the
Notes. 
  

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 6. Defeasance of the Notes. Sections 11.02, 11.03 and 11.04 of the Indenture shall apply to the
Notes. 
  
 7. No Redemption; Sinking Fund. The Notes are
not redeemable prior to maturity, other than as set forth in Section 4(b) hereof, and are not subject to a sinking fund. 
  
 8. Amendment and Modification. Article Nine of the Indenture contains provisions for the amendment or modification of the Indenture and the Notes
without the consent of the holders in certain circumstances and requiring the consent of holders of not less than a majority in aggregate principal amount of the Notes and Securities of other series that would be affected in certain other
circumstances. However, the Indenture requires the consent of each holder of the Notes and Securities of other series that would be affected for certain specified amendments or modifications of the Indenture and the Notes. These provisions of the
Indenture, which provide for, among other things, the execution of supplemental indentures, are applicable to the Notes. 
  
 9. Default; Waiver. If an Event of Default with respect to the Notes shall occur and be continuing, then either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Notes of this series then Outstanding may declare the aggregate principal amount of the Notes of this series to be immediately due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture. The Indenture provides that in the event of such a declaration, the holders of a majority in aggregate principal amount of all of the Notes of this series then outstanding, voting as a separate class, in
accordance with the provisions of, and in the circumstances provided by, the Indenture, may rescind and annul the declaration and its consequences and the related default and its consequences may be waived with respect to all of the Notes.

  
 10. Absolute Obligation. No reference herein to the
Indenture and no provisions of the Notes or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the time and in the coin or
currency herein prescribed. 
  
 11. Form and Denominations;
Global Notes; Definitive Notes. The Notes are being issued in registered form without coupons in denominations of $1,000 and multiples of $1,000. The Notes are being issued in the form of global notes (each, a “Global Note”),
evidencing all or any portion of the Notes and registered in the name of DTC or its nominee (including their respective successors) as Depositary under the Indenture. The Notes shall be issued in certificated form (each, a “Definitive
Note”) only in the following limited circumstances: (1) the Depositary is at any time unwilling or unable to continue as Depositary or ceases to be a clearing agency registered under applicable law, and a successor depositary is not appointed
by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, (2) the Company delivers to the Trustee a Company Order to the effect that this Note shall be exchangeable for Definitive Notes or (3) an
Event of Default has occurred and is continuing with respect to the Notes, in each such case this Note shall be exchangeable for Definitive Notes in an equal aggregate principal amount. Such Definitive Notes shall be registered in such name or names
as the Depositary shall instruct the Trustee. 
  

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 12. Registration, Transfer and Exchange. As provided in the Indenture and subject to certain
limitations therein set forth, the Company shall provide for the registration of the Notes and the transfer and exchange of the Notes, whether in global or Definitive form. At the option of the holders, at any office or agency designated and
maintained by the Company for such purpose (the “Transfer Agent”) pursuant to the provisions of the Indenture, and in the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge,
except for any transfer tax or other governmental charges imposed in connection therewith subject to Section 4 hereof, the Notes may be transferred or exchanged for an equal aggregate principal amount of the Notes of like tenor and of other
authorized denominations upon surrender and cancellation of the Notes upon any such transfer. 
  
 The Company, the Trustee, and any agent of the Company or of the Trustee may deem and treat the holder as the absolute owner of this Note (whether or not the Notes shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payments hereon, or on account hereof, and for all other purposes, and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any
notice to the contrary. All such payments made to or upon the order of such holder shall, to the extent of the amount or amounts paid, effectually satisfy and discharge liability for moneys payable on this Note. 
  
 Notwithstanding the preceding paragraphs of this Section 12, any registration
of transfer or exchange of a Global Note shall be subject to the terms of the legend appearing on the initial page thereof. 
  
 13. No Recourse Against Others. No recourse under or upon any obligation, covenant or agreement of the Company arising under or set forth in
the Notes or under the Indenture, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, any and all such personal liability,
either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released. 
  
 14.
Appointment of Agents. Bank One Trust Company, NA is hereby appointed the Registrar for the purpose of registering the Notes and transfers and exchanges of the Notes pursuant to the Indenture and this Note, Paying Agent pursuant to Section
3.04 of the Indenture and Transfer Agent with respect to the Notes at its offices in the Borough of Manhattan, The City of New York. 
  
 15. Notices. If the Company is required to give notice to the holders of the Notes pursuant to the terms of the Indenture, then it shall do so by
the means and in the manner set forth in Section 1.06 of the Indenture. 
  
 In addition, the Company shall give notices to the holders of the Notes by publication in a leading daily newspaper in The City of New York and in London. Initially, such 
  

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 publication shall be made in The City of New York in The Wall Street Journal and in London in the Financial
Times. Any such notice shall be deemed to have been given on the date of publication or, if published more than once, on the date of the first publication. 
  

16. Separability. In case any provision of the Indenture or the Notes shall, for any reason, be held to be invalid, illegal or unenforceable,
then the validity, legality and enforceability of the remaining provisions thereof and hereof shall not in any way be affected or impaired thereby. 
  
 17. GOVERNING LAW. THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  

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 ASSIGNMENT FORM 
  

To assign this Note, fill in the form below: 
 For
the value received, the undersigned hereby assigns and transfers the within Note, and all rights thereunder, to: 
  

 (Insert assignee’s legal name) 
  

 (Insert assignee’s social security or tax identification number) 
  

 (Print or type
assignee’s name, address and zip code) 
  

  

  
 and
irrevocably appoints 
  

 to
transfer this Note on the books of Wal-Mart Stores, Inc. The agent may substitute another to act for it. 
  
 Your Signature:                                   
                                        
                                
 (Sign exactly as your name appears on the face of this Note) 
  
 Date:                                     
           
  
 Signature Guarantee 
  
 The signature(s) should
be Guaranteed by an Eligible Guarantor Institution pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. 
  
 * * * * * 
  
 The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full
according to applicable laws or regulations: 
  

	 TEN COM –
	  	as tenants in common
	 TEN ENT –
	  	as tenants by the entireties
	 JT ENT –
	  	as joint tenants with right
	 	  	of survivorship and not as
	 	  	tenants in common

  
                  UNIF GIFT MIN ACT-             Custodian
             under the Uniform Gifts to Minors Act               
                                        
                 (Cust)                   (Minor)
                                        
                        (State) 
  
 Additional abbreviations may also be used although not in the above list.