SERIES TERM CERTIFICATE



 
Exhibit 4(a)

 
WAL-MART STORES, INC. 
 
Series Terms Certificate 
Pursuant to Section 3.01 of the Indenture 
 
Pursuant to Section 3.01 of the Indenture, dated as of December 11, 2002 (the “Indenture”), made between Wal-Mart Stores, Inc.,
a Delaware corporation (the “Company”) and Bank One Trust Company, NA, as trustee (the “Trustee”), Rick W. Brazile, Vice President of Planning and Analysis hereby certifies as follows, and Anthony D. George, Senior Corporate
Counsel and Assistant Secretary of the Company attests to the following certification. Any capitalized term used herein shall have the definition ascribed to that term as set forth in the Indenture unless otherwise defined herein. 
 
A. This certificate is a Series Terms Certificate
contemplated by Section 3.01 of the Indenture and is being executed to evidence the establishment and approval of the terms and conditions of the Series that was established pursuant to Section 3.01 of the Indenture by means of a Unanimous Written
Consent of the Executive Committee of the Board of Directors of the Company, dated as of February 18, 2003 (the “Original Series Consent”), which Series is designated as the “Floating Rate Notes Due 2005” (the “2005 Floating
Rate Series”), by Rick W. Brazile, 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 $1,500,000,000 aggregate principal amount of promissory
notes of the 2005 Floating Rate 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 2005 Floating Rate 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 2005 Floating Rate Series and
the promissory notes forming a part of the 2005 Floating Rate Series, including the Notes, are established and approved to be the following: 
 

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1. Designation: 
 
The
Series established by the Original Series Consent is designated as the “Floating Rate Notes Due 2005.” 
 
2. Aggregate Principal Amount: 
 
The 2005 Floating Rate Series is not limited as to the aggregate principal amount of all the promissory
notes of the 2005 Floating Rate Series that the Company may issue. The Company is issuing the Initial Notes, which have an aggregate original principal amount of $1,500,000,000. 
 
3. Maturity: 
 
Final maturity of the Notes of the 2005 Floating Rate Series will be February 22, 2005.

 
4. Interest: 
 
a. Rate 
 
The Notes will bear interest at Three-Month LIBOR
(determined as set forth in the Prospectus Supplement) minus 4.25 basis points (0.0425%) which interest shall commence accruing from and including February 21, 2003. Additional Amounts (as defined in Section 4(a) of the Form of Note) if any, will
also be payable on the Notes. 
 
b. Interest Calculation. 
 
The calculation agent will compute interest on the Notes on a daily basis from and including the last interest payment date to which interest has been paid (or from and including the date of issue if no interest has been paid with
respect to the notes) to, but excluding, the applicable interest payment date or the maturity date (or the date of a tax redemption), as the case may be. If any interest payment date for the Notes (other than the maturity date or the date of a tax
redemption) would otherwise be a day that is not a business day, then the interest payment date will be postponed to the following date which is a business day, unless that business day falls in the next succeeding calendar month, in which case the
interest payment date will be the immediately preceding business day. If the maturity date (or the date of a tax redemption) of the Notes falls on a day which is not a business day, then the Company will make the required payment of 
 

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principal and/or interest on the following day which is a business day, as if it were
made on the date the payment was due. Interest will not accrue as a result of this delayed payment. The term “business day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are generally authorized or required by law or regulation to close in The City of New York. The calculation agent will reset the rate of interest on the Notes on each interest payment date. If any of the interest reset dates for the
Notes is not a business day, that interest reset date will be postponed to the next succeeding business day, unless that day is in the next succeeding calendar month, in which case the interest reset date will be the business day immediately
preceding the related interest payment date. The interest rate set for the Notes on a particular interest reset date will remain in effect during the interest period commencing on that interest reset date. Each interest period will be the period
from and including an interest reset date to but excluding the next interest reset date or until the maturity date of the Notes, as the case may be. The calculation agent will determine the interest rate applicable to the Notes on the interest
determination date, which will be the second London Business Day immediately preceding the interest reset date. The interest rate determined on an interest determination date will become effective on and as of the next interest reset date. The
initial interest determination date will be February 19, 2003 for the interest period commencing February 21, 2003. “London Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank
market. 
 
The calculation agent will determine
the applicable LIBOR rate according to the following provisions: 
 
(i) The Three-Month LIBOR Rate will be the rate for three-month deposits in U.S. dollars commencing on the second London Business Day immediately following the interest determination date that appears on Bridge Telerate,
Inc. (or any successor service) on Telerate Page 3750, for the purpose of displaying the London interbank offered rates of major banks as of 11:00 A.M., London time, on that interest determination date. 
 
(ii) If the applicable LIBOR rate does not appear on the
indicated Telerate Page, or if that Telerate Page is unavailable, then the calculation agent will determine LIBOR as follows: 
 

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(A) The
calculation agent will select the principal London offices of four major banks in the London interbank market. It will request each bank to provide its offered quotation for deposits in U.S. dollars for a three-month maturity commencing on the
second London Business Day immediately following the interest determination date, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on the interest determination date. These quotes will be for deposits of at
least $1 million and in a principal amount that is representative for a single transaction in U.S. dollars in the market at that time. 
 
(B) If at least two of these banks provide a quotation, the calculation agent will compute LIBOR as the arithmetic mean of the quotations
provided. 
 
(C) If fewer than two of these banks
provide a quotation, the calculation agent will request from three major banks in The City of New York at approximately 11:00 A.M., New York City time, on the interest determination date, quotations for three-month loans in U.S. dollars to leading
European banks, commencing on the second London Business Day immediately following the interest determination date. These quotes will be for loans of at least $1 million and in a principal amount that is representative for a single transaction in
the market at that time. The calculation agent will compute LIBOR as the arithmetic mean of the quotations provided. 
 
(D) If none of these banks provides a quotation as mentioned, the rate of interest will be the interest rate then in effect.

 
The interest rate payable on the Notes will
not be higher than the maximum rate permitted by New York law as that law may be modified by U.S. law of general application. The Company will publish the interest period, the floating rate interest payment date, the floating interest rate for that
interest period, and the amount of interest to be paid on the Notes for each interest period in the manner for giving notice to holders of the Notes. The calculations of the calculation agent will, in the absence of 
 

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manifest
error, be conclusive for all purposes and binding on the holders of the Notes. So long as Notes are outstanding, there will at all times be a calculation agent. 
 
The Company will appoint a bank, trust company, investment banking firm or other financial institution to
act as the successor calculation agent to Bank One Trust Company, NA or any of its successors in that capacity in the event that: 
 
(i) any acting calculation agent is unable or unwilling to act, 
 
(ii) any acting calculation agent fails to
establish the floating interest rate, or 
 
(iii) the Company proposes to remove the calculation agent. 
 
Bank One Trust Company, NA will serve as the calculation agent for the Notes. 
 
c. Payment Dates 
 
Interest will be payable on the Notes quarterly in arrears on February 22, May 22, August 22 and November 22 of each year, beginning on
May 22, 2003, to the person or persons in whose name or names the Notes are registered at the close of business on the fifteenth London business day prior to each Interest Payment Date. Interest will be computed on the basis of the actual number of
days during the relevant interest period and a 360-day year. 
 
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. 
 

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7. Optional
Redemption Features: 
 
The Company may
redeem the Notes upon the occurrence of certain tax events pursuant to Section 5(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, Calculation Agent and Paying Agent: 
 
Bank One Trust Company, NA, will be the registrar,
calculation agent 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 5 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 12 and 13 of the Form of Notes. 
 
15. Other Terms: 
 
Sections 2, 3, 4, 9, 10, 11, 12, 13, 14, 15, 16 and 18 of the Form of Note attached hereto as Annex B shall also apply to the Notes.

 

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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 February 18, 2003. 
 
 

	 
	
	 /s/ Rick W. Brazile


	 Rick W. Brazile
 Vice President of Planning and Analysis



 
ATTEST:

 
 

	
	 /s/ Anthony D. George        


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


 
 
 
 
 









 
ANNEX A TO
SERIES TERMS CERTIFICATE 
 
UNANIMOUS CONSENT
TO ACTION 
IN LIEU OF SPECIAL MEETING 
OF THE EXECUTIVE COMMITTEE OF 
THE BOARD OF DIRECTORS

OF WAL-MART STORES, INC. 
 
February 18, 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 floating rate promissory notes of the Company in the initial aggregate principal amount of
$1,500,000,000 that shall mature on or about February 22, 2005 (the “Series 2005 Floating Rate 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, 2003 (the “Indenture”) between the Company and Bank One Trust Company, NA, as trustee (the “Indenture Trustee”); and 
 
RESOLVED, that the Series 2005 Floating Rate 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 2005 Floating Rate 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 2005 Floating Rate Notes and to approve the form, terms and conditions of the promissory
notes representing notes in the Series 2005 Floating Rate Notes and to execute up to $1,500,000,000 principal amount of promissory notes of the Series 2005 Floating Rate Notes (the “2005 Floating Rate Promissory Notes”), all as provided in
the Indenture, and to deliver the 2005 Floating Rate 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 2005 Floating Rate Promissory Notes to or upon the written order of this Company, as provided in the Indenture; and 
 









 
RESOLVED, that
the Company shall be, and it hereby is, authorized to perform its obligations under the 2005 Floating Rate Promissory Notes and its obligations under the Indenture, as those obligations relate to the 2005 Floating Rate 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
Morgan Stanley & Co. Incorporated (the “Underwriter”), relating to the sale by the Company and the purchase by the Underwriter of up to $1,500,000,000 aggregate principal amount of 2005 Floating Rate 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 Underwriter for the 2005 Floating Rate 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 2005 Floating Rate Promissory Notes to the Underwriter
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 2005
Floating Rate Promissory Notes and not otherwise issue the Notes in definitive form, and to permit each global certificate representing 2005 Floating Rate 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 2005 Floating Rate 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 2005 Floating Rate Notes and
to perform the provisions of the Underwriting Agreement, the Indenture and the 2005 Floating Rate 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/ David D. Glass      

	 	 	 	 /s/ H. Lee Scott, Jr.      


	 David D. Glass
	 	 	 	 H. Lee Scott, Jr.


 

	 	 	 	 	 
	
	 /s/ S. Robson Walton        

	 	 	 	 /s/ Thomas M. Coughlin        


	 S. Robson Walton
	 	 	 	 Thomas M. Coughlin


 
 
 
 









 
ANNEX B TO
SERIES TERMS CERTIFICATE 
FORM OF 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. 
 
FLOATING RATE NOTES DUE 2005 
 

	
	 Number A-
	 	 	 	 	 	 CUSIP No.: 931142BS1

	
	 $
	 	 	 	 	 	 ISIN No.: US931142BS10

	
	 	 	 	 	 	 	 Common Code: 016376493


 
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
                                        
DOLLARS on February 22, 2005 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 the actual number of
days in the relevant interest period and a 360-day year, quarterly in arrears on February 22, May 22, August 22 and November 22 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 May 22, 2003, on said principal sum in like coin or
currency, at the interest rate determined in the manner set forth in Section 2 hereof from February 21, 2003 or from the most recent Interest Payment Date 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 fifteenth day next preceding the applicable Interest Payment Date
(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: February 21, 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. 
 
FLOATING RATE NOTES DUE 2005

 
1. Indenture; Notes. This Note is one
of a duly authorized series of Securities of the Company designated as the “Floating Rate Notes due 2005” (the “Notes”), initially issued in an aggregate principal amount of $1,500,000,000 on February 21, 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 (the “Trust Indenture Act”), 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. Interest
Rate. The rate at which interest shall be payable on the Notes shall be a floating rate, which for each interest period shall be the Three-Month LIBOR Rate determined for that interest period minus 4.25 basis points (0.0425%). 
 
The Calculation Agent (as defined below) will reset the rate
of interest on the Notes on February 22, May 22, August 22 and November 22 of each year (each, an “Interest Reset Date”). 
 
The Calculation Agent shall determine the applicable interest rate on the Notes for the succeeding interest period on the date that is two
London Business Days prior to the applicable Interest Reset Date (each an “Interest Determination Date”). The Interest Determination Date for the initial applicable interest rate on the Notes was February 19, 2003. 
 
The interest rate determined on an Interest Determination Date
for the Notes (a) shall become effective on and as of the next succeeding Interest Reset Date and (b) shall be the rate at which interest is payable on the Notes for the interest period from and including the 
 









 
Interest Reset Date on which
that interest rate becomes effective to but excluding the succeeding Interest Reset Date. 
 
Bank One Trust Company, NA shall act as calculation agent (together with its successors in that capacity, the “Calculation Agent”) in connection with the Notes. The Calculation Agent shall
serve as the calculation agent hereunder unless and until a successor calculation agent is appointed by the Company. The calculations of the Calculation Agent will, in the absence of manifest error, be conclusive for all purposes and binding on the
holders of the Notes. 
 
The Company shall appoint
a bank, trust company, investment banking firm or other financial institution to act as the successor calculation agent to Bank One Trust Company, NA, or any of its successors in that capacity, in the event that: (i) any acting calculation agent is
unable or unwilling to act, (ii) any acting calculation agent fails to establish the floating interest rate, or (iii) the Company proposes to remove the Calculation Agent. 
 
“Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions are generally authorized or required by law or regulation to close in The City of New York. 
 
“London Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

 
“Three-Month LIBOR Rate” means, with
respect to any Interest Determination Date, the rate for deposits in U.S. dollars commencing on the second London Business Day immediately following the Interest Determination Date and having a three-month maturity which appears on the Telerate Page
3750 (as defined below) as of 11:00 a.m., London time, on such Interest Determination Date; provided, that if on any Interest Determination Date the applicable London interbank offered rate for deposits in U.S. dollars having a three-month
maturity does not appear on Telerate Page 3750, or if Telerate Page 3750 is not available, then the Three-Month LIBOR Rate will be determined on the basis of the rates at which deposits in U.S. dollars are offered by four major banks in the London
interbank market, which banks are to be selected by the Calculation Agent, at approximately 11:00 a.m., London time, on such Interest Determination Date, to prime banks in the London interbank market commencing on the second London Business Day
immediately following the Interest Determination Date and having a three-month maturity and in a principal amount equal to at least $1 million and in a principal amount that is representative for a single transaction in U.S. dollars in such market
at such time. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate for such deposits. If at least two such quotations are provided, the rate in respect of such Interest Determination
Date will be the arithmetic mean of the quotations provided to the Calculation Agent. If fewer than two such quotations are provided, the Three-Month LIBOR Rate in respect of such Interest Determination Date will be determined on the basis of the
rates quoted by three major banks located in the Borough of Manhattan, The City of New York, which banks are to be selected by the Calculation Agent, at approximately 11:00 am., New York City time, on such Interest Determination Date for loans in
U.S. dollars to leading European banks, commencing on the second London Business Day immediately following the Interest Determination Date and having a three-month maturity and in a principal amount equal to an amount of at least $1 million and in a
principal amount that is representative for a single 
 

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transaction in U.S. dollars in
such market at such time. If at least two such quotations are provided, the rate in respect of such Interest Determination Date will be at the arithmetic mean of the quotations provided; provided, however, that if none of the banks selected
as aforesaid by the Calculation Agent are quoting as described in the immediately preceding sentence, the interest rate will be the interest rate on the Notes in effect on such Interest Determination Date. 
 
“Telerate Page 3750” means the display page
designated as page 3750 on the Bridge Telerate, Inc. (or any successor service) or such other page as may replace page 3750 on that service for the purpose of displaying London interbank offered rates. 
 
The interest rate on the Notes will in no event be higher than
the maximum rate permitted by the laws of the State of New York, as the same may be modified by the laws of the United States of general application. 
 
At the request of the holder hereof, the Calculation Agent will provide to such holder the interest rate then in effect for this Note, if
available, and, if different, the interest rate to be in effect as a result of a determination made on the most recent Interest Determination Date with respect to this Note. 
 
Interest payments hereon will include the amount of interest accrued from and including the most recent
Interest Payment Date to which interest has been paid to but excluding the applicable Interest Payment Date. 
 
Unless otherwise specified herein, all percentages resulting from any calculation of the rate of interest on this Note will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 6.526545% (or .06526545) will be rounded upward to 6.52655% (or .0652655)), and all U.S. dollar
amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upward). 
 
3. 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. 
 
4. Payment of Overdue Amounts. The Company shall pay interest, calculated on the basis of the actual number of days in the relevant
interest period and a 360-day year, 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. 
 
5. 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; or 
 
(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 on the taxation of savings implementing the conclusion of the ECOFIN Council meeting of 
 

4 








November 26-27, 2000, 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 February 18, 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 16 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 5(b), then it shall give notice to the holders pursuant to Section 16
hereof. 
 
The notice of redemption, shall specify
the following: 
 
(i) the Tax
Redemption Date; 
 

5 








 
(ii) a brief statement to the effect that the Notes are being redeemed at the option of the Company pursuant to this Section 5(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 5(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. 
 
6. 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. 
 

6 








 
7.
Defeasance of the Notes. Sections 11.02, 11.03 and 11.04 of the Indenture shall apply to the Notes. 
 
8. No Redemption; Sinking Fund. The Notes are not redeemable prior to maturity, other than as set forth in Section 5(b) hereof, and
are not subject to a sinking fund. 
 
9.
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. 
 
10. 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. 
 
11. 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. 
 
12. 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. 
 

7 








 
13.
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 5 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 13, 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.

 
14. 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. 
 
15. 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. 
 
16.
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 
 

8 








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. 
 
17. 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. 
 
18. GOVERNING LAW. THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK. 
 
 

9 








 
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.