Series Term Certificate - 5.000% Notes



  
 Exhibit 4(d)

 WAL-MART STORES, INC. 
 Series Terms Certificate 
 Pursuant to Section 3.01 of the Indenture
 
 Relating to 5.000% Notes Due 2040 

Pursuant to Section 3.01 of the Indenture, dated as of July 19, 2005, as amended and supplemented (the “Indenture”),
made between Wal-Mart Stores, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), Cathy Santoro, Vice President, Finance and Assistant Treasurer of the
Company (the “Certifying Authorized Officer”), hereby certifies as follows, and Anthony D. George, Senior Associate 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 October 18, 2010 (the “Series Consent”), which Series is designated as the “5.000% Notes Due 2040” (the “2040 Series”) by the Certifying Authorized Officer pursuant to the grant of authority under the terms
of the 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 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, or events which, with the passage of time, would become an Event of Default under the Indenture that have occurred and are continuing at the date of this certificate. 

C. Pursuant to the Series Consent, the Company is authorized to issue initially $5,000,000,000 aggregate principal amount of promissory
notes of the 2040 Series and the other promissory notes of the other series of notes established by the Series Consent. A copy of the Series Consent is attached hereto as Annex A. Any promissory notes that the Company issues that are a part
of the 2040 Series (the “2040 Notes”) shall be issued in registered book-entry form and shall be represented by a global security substantially in the form attached hereto as Annex B (the “Form of 2040 Note”). Acting
pursuant to authority delegated to the Certifying Authorized Officer pursuant to the Series Consent, the Certifying Authorized Officer has approved and set the aggregate principal amount of the 2040 Notes initially to be issued (the “Initial
2040 Notes”) to be $1,250,000,000. 







  
 D. Pursuant to
Section 3.01 of the Indenture, the terms and conditions of the 2040 Series and the 2040 Notes are established and approved to be the following: 
  

	 	1.	Designation: 

 The Series
established by the Series Consent is designated as the “5.000% Notes Due 2040”. 
  

	 	2.	Aggregate Principal Amount: 

 The 2040 Series is not limited as to the aggregate principal amount of all the promissory notes of the 2040 Series that the Company may issue. The Company is issuing the Initial 2040 Notes in an aggregate
original principal amount of $1,250,000,000. 
  

	 	3.	Maturity: 

 Final
maturity of the 2040 Notes shall be October 25, 2040. 
  

	 	4.	Interest: 

  

	 	a.	Rate 

 The 2040 Notes
shall bear interest at the rate of 5.000% per annum, which interest shall commence accruing from and including October 25, 2010. 
  

	 	b.	Payment Dates 

 Interest
shall be payable on the 2040 Notes semi-annually in arrears on April 25 and October 25 of each year, commencing on April 25, 2011, to the person or persons in whose name or names the 2040 Notes are registered at the close of business
on the immediately preceding April 15 or October 15, as the case may be. Interest on the 2040 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 

 

	 	5.	Currency of Payment: 


The principal and interest payable with respect to the 2040 Notes shall be payable in United States dollars. 

 

	 	6.	Payment Places: 

 All
payments of principal of, and interest on, the 2040 Notes shall be made as set forth in Section 5 of the Form of 2040 Note. 

  
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	 	7.	Optional Redemption Features: 

 There shall be no optional redemption feature with respect to the 2040 Notes. 

There shall be no sinking fund with respect to the 2040 Notes. 

 

	 	8.	Special Redemption Features, etc.: 

 None. 
  

	 	9.	Denominations: 

 $2,000
and integral multiples of $1,000 in excess thereof for the 2040 Notes. 
  

	 	10.	Principal Repayment: 


100% of the principal amount of the 2040 Notes. 
  

	 	11.	Registrar, Paying Agent and Transfer Agent: 

 The Bank of New York Mellon Trust Company, N.A. shall be the registrar, paying agent and transfer agent for the 2040 Notes. 
  


	 	12.	Payment of Additional Amounts: 

 Additional amounts shall not be payable with respect to the 2040 Notes. 
  

	 	13.	Book-Entry Procedures: 


The 2040 Notes shall be issued in the form of global notes registered in the name of Cede & Co., as nominee for The Depository
Trust Company, and shall be issued in certificated form only in limited circumstances, in each case, as set forth under Sections 11 and 12 of the Form of 2040 Note. The Initial 2040 Notes shall be initially issued in the form of three such
global notes, two in the principal amount of $500,000,000 each and the other in the principal amount of $250,000,000 and together having an aggregate principal amount of $1,250,000,000. 

  
 3 








  

	 	14.	Other Terms: 

 Sections
2, 3, 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15 and 16 of the Form of 2040 Note shall also apply to the 2040 Notes. 
 The 2040
Notes shall not have any terms or conditions of the type contemplated by clause (ii), (iii), (vi), (vii), (xii), (xiii), (xiv), (xvi), (xvii), (xix) or (xx) of Section 3.01 of the Indenture. 

E. The 2040 Notes shall be issued pursuant to and governed by the Indenture. To the extent that the Indenture’s terms apply to the
2040 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 2040 Notes. 
 [Signature page follows] 

  
 4 








  
 IN WITNESS
WHEREOF, the undersigned has hereunto executed this Certificate as of October 18, 2010. 
  

	
	 /s/ Cathy Santoro

	Cathy Santoro
	Vice President, Finance and Assistant Treasurer



ATTEST: 
  

	
	 /s/ Anthony D. George

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









  
 ANNEX A 

SERIES CONSENT 







  
 UNANIMOUS CONSENT TO
ACTION 
 IN LIEU OF A SPECIAL MEETING 
 OF THE EXECUTIVE COMMITTEE OF 
 THE BOARD OF DIRECTORS 

OF WAL-MART STORES, INC. 
 October 18, 2010 
  

 
 S. Robson
Walton, H. Lee Scott, Jr., Michael T. Duke and Christopher J. Williams, being all of the members of the Executive Committee of the Board of Directors of Wal-Mart Stores, Inc., a Delaware corporation (the “Company”), consent to the adoption
of the following resolutions in accordance with the provisions of Section 141(f) of the General Corporation Law of Delaware (the “DGCL”) by executing this written consent or by electronic transmission as contemplated by
Section 141(f) of the DGCL and the Amended and Restated Bylaws of the Company. 
 WHEREAS, by means of its
Registration Statement on Form S-3ASR (Registration No. 333-156724) (the “Registration Statement”), the Company has registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the
rules promulgated thereunder, the offer and sale in one or more offerings of an indeterminate amount of the Company’s debt securities, which debt securities are to be issued pursuant to the terms of the Indenture, dated as of July 19,
2005, between the Company and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Indenture Trustee”), as supplemented by the First Supplemental Indenture, dated as of December 1, 2006,
between the Company and the Trustee (the “Indenture”); and 
 WHEREAS, the Company desires to issue and sell in
an underwritten public offering (the “Offering”) pursuant to the Registration Statement senior, unsecured debt securities of the Company having an aggregate principal amount of $5,000,000,000 or such lesser aggregate principal amount as
shall be approved by an Authorized Officer (as defined below); 
 NOW THEREFORE BE IT RESOLVED, that four series of
senior, unsecured promissory notes of the Company, the first of which series of promissory notes shall mature on or about the third anniversary of the date of the initial issuance of promissory notes of that series, the second of which series of
promissory notes shall mature on or about the fifth anniversary of the date of the initial issuance of promissory notes of that series, the third of which series of promissory notes shall mature on or about the tenth anniversary of the date of the
initial issuance of promissory notes of that series and the fourth of which series of promissory notes shall mature on or about the thirtieth anniversary of the date of the initial issuance of promissory notes of that series, or, in the case of each
such series of promissory notes shall mature on such earlier or later date as shall be approved by an Authorized Officer (which, if a later date, shall not be more than 30 days following such anniversary of the initial date of issuance of promissory
notes of such series) and otherwise having the terms established as provided in these resolutions or as shall be 







 
established in accordance with these resolutions (the “October 2010 Notes”) shall be, and they hereby are, created, established and authorized for issuance and sale pursuant to the
terms of the Indenture; and be it 
 FURTHER RESOLVED, that each series of the October 2010 Notes shall have such terms,
including the rate at which interest will accrue on, and the exact maturity date of, the Promissory Notes (as defined below) of that series of the October 2010 Notes, and shall be in such form as shall be established and approved by one or more of
the Chairman of the Board of Directors, the Chief Executive Officer, any Vice Chairman, the Chief Financial Officer, any Executive Vice President, any Senior Vice President, any Vice President, the Controller and the Treasurer of the Company (each
an “Authorized Officer”) 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 (as defined in the Indenture) with respect to that series of the October 2010 Notes; and be it 
 FURTHER RESOLVED, that the Authorized Officers 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
each series of the October 2010 Notes, to set the aggregate principal amount of the promissory notes of each series of the October 2010 Notes to be issued and sold in the Offering, to determine that no promissory notes of one or more series of the
October 2010 Notes will be issued and sold in the Offering, and to approve the form, terms and conditions of the instruments representing the promissory notes of each series of the October 2010 Notes to be issued and sold, including the global notes
representing such promissory notes (collectively, the “Promissory Notes”); and be it 
 FURTHER RESOLVED, that
the Authorized Officers shall be, and each of them hereby is, authorized, in the name and on behalf of the Company, to execute the Promissory Notes for each series of the October 2010 Notes having an aggregate principal amount to be determined to be
for sale in the Offering by one or more Authorized Officers pursuant to the authority delegated hereby, as such execution is provided for in the Indenture, and to deliver the Promissory Notes to the Indenture Trustee for authentication and delivery
in accordance with the terms of the Indenture; provided that the aggregate principal amount of the October 2010 Notes issued pursuant to the authority granted by these resolutions shall not exceed $5,000,000,000; and be it 

FURTHER RESOLVED, that the Indenture Trustee shall be, and it hereby is, authorized and directed to authenticate and deliver the
Promissory Notes relating to each series of the October 2010 Notes to or upon the written order of the Company in an aggregate principal amount determined by the Authorized Officers, as provided in the Indenture; and be it 

FURTHER RESOLVED, that the Company shall be, and it hereby is, authorized to perform its obligations under the Promissory Notes
issued and sold by the Company and its obligations under the Indenture, as those obligations relate to the Promissory Notes; and be it 







  
 FURTHER
RESOLVED, that the Company shall be, and it hereby is, authorized to enter into, execute and deliver, 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 (collectively, the “Underwriting Agreement”) between the Company and Banc of America Securities LLC, Barclays Capital Inc., Goldman, Sachs & Co., Citigroup Capital Markets Inc.,
Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and any other underwriters named therein (collectively, the “Underwriters”), providing for the sale by the Company and the purchase by the Underwriters of the Promissory Notes
having an aggregate principal amount not to exceed $5,000,000,000, which aggregate principal amount of all of the Promissory Notes of the October 2010 Notes to be issued and sold and the aggregate principal amount of all of the Promissory Notes of
each series of the October 2010 Notes to be issued and sold shall be determined by one or more Authorized Officers, such determination to be evidenced by the execution and delivery of the Underwriting Agreement by an Authorized Officer on behalf of
the Company and any other agreements necessary to effectuate the intent of these resolutions, and the Underwriting Agreement and any other such agreements to be in the form and to contain the terms, including the price to be paid to the Company by
the Underwriter for the Promissory Notes of each series of the October 2010 Notes being purchased pursuant to the Underwriting Agreement, and conditions as 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 be it 

FURTHER RESOLVED, that the Company shall be, and it hereby is, authorized to sell the Promissory Notes of each series of the
October 2010 Notes to the Underwriters pursuant to the Underwriting Agreement at the price or prices set forth in, and pursuant to the other terms and conditions of, the Underwriting Agreement; and be it 

FURTHER RESOLVED, that the Company shall be, and it hereby is, authorized to issue one or more global notes to represent the
Promissory Notes of each series of the October 2010 Notes authorized and to be issued and sold in accordance with these resolutions and not otherwise issue the Promissory Notes of any series of the October 2010 Notes in definitive form, which global
notes shall be in such form as the Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by that Authorized Officer’s execution and delivery of such global notes, and to permit each global note
representing the Promissory Notes of each series of the October 2010 Notes to be registered in the name of a nominee of The Depository Trust Company (“DTC”) and beneficial interests in the global notes representing the Promissory Notes to
be otherwise shown on, and transfers of such beneficial interests effected through, records maintained by DTC and its participants; and be it 
 FURTHER RESOLVED, that the signatures of the Authorized Officers executing any Promissory Note 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 Promissory Notes are authenticated and delivered and disposed of, the person whose facsimile
signature appears on any Promissory Note shall have ceased to be an Authorized Officer; and be it 







  
 FURTHER
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 agreements, 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 each series of the October 2010 Notes and to perform the provisions of the Underwriting Agreement, the Indenture and the Promissory Notes, and to incur on behalf of the Company all such expenses and
obligations in connection therewith as they may deem proper. 
 Dated this 18th day of October 2010 

 

					
			
	*	 		 	 *

	Michael T. Duke	 		 	S. Robson Walton
			
	 *
	 		 	 *

	H. Lee Scott, Jr.	 		 	Christopher J. Williams

  

	 	


			
	* Note:	 	Each of Mr. Duke, Mr. Walton, Mr. Scott and Mr. Williams consented to the adoption of the resolutions set forth above by means of an electronic transmission
as contemplated by Section 141(f) of the General Corporation Law of Delaware and the Amended and Restated Bylaws of Wal-Mart Stores, Inc.








  
 ANNEX B 

FORM OF GLOBAL NOTES 







  
 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. 
 5.000% NOTES DUE 2040 

 

			
	 Number A-[    ]
 $[                    ]
	  	 CUSIP No.: 931142 CY7
 ISIN
No.: US931142CY78
 Common Code: 55280851


 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
[                    ] on October 25, 2040 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 consisting of twelve 30-day months, semi-annually in arrears on April 25 and October 25 of each year, or if any such day is
not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”), commencing on April 25, 2011, on said principal sum in like coin or currency, at the rate per annum specified in the title of this Note from
October 25, 2010 or from the most recent April 25 or October 25 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 April 15, in the case of an Interest Payment Date of April 25, and on the preceding October 15, in the case of an Interest
Payment Date of October 25 (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:	 	Brad M. Sikorski
		 		 		 		 	Title:	 	Vice President, Capital Markets
				
	[SEAL]	 		 	Attest: 	 	 
		 		 		 		 	Name:	 	Anthony D. George
		 		 		 		 	Title:	 	Associate General Counsel, Finance and Assistant Secretary


Dated: October 25, 2010 

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

 

			
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
 as Trustee

		
	By: 	 	 
		 	Authorized Signatory









  
 WAL-MART STORES,
INC. 
 5.000% NOTES DUE 2040 
 1. Indenture; Notes. This Note is one of a duly authorized series of Securities of the Company designated as the “5.000% Notes Due 2040” (the “Notes”), initially issued in an
aggregate principal amount of $1,250,000,000 on October 25, 2010. 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 July 19, 2005, as supplemented by the First Supplemental Indenture, dated as of December 1, 2006 (the “Indenture”), by and between the Company, as Issuer, and The Bank of New York Mellon Trust
Company, N.A., 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 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 consisting 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. 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. 







  
 5. Defeasance of the Notes.
Sections 11.02, 11.03 and 11.04 of the Indenture shall apply to the Notes. 
 6. No Redemption or Sinking Fund. The Notes are not
redeemable prior to maturity and are not subject to a sinking fund. 
 7. 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. 

8. Event of Default; Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to the Notes shall occur and be
continuing, then the aggregate principal amount of the Notes of this series may be declared by either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes of this series then Outstanding to be, and, in certain
cases, may automatically become, 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 an acceleration of the maturity of the Notes, 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
such acceleration and its consequences with respect to all of the Notes. 
 9. 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. 
 10. Form and Denominations; Global Notes; Definitive Notes. The Notes are being issued in registered form without
interest coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes are being issued in the form of one or more 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. 







  
 11. 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, 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 11, 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. 
 12. 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. 
 13. Appointment of Agents. The Bank of New York Mellon Trust
Company, N.A. is hereby appointed (i) the Registrar for the purpose of registering the Notes and transfers and exchanges of the Notes pursuant to the Indenture and this Note, (ii) Paying Agent pursuant to Section 3.04 of the Indenture
and (iii) Transfer Agent with respect to the Notes at its offices in the Borough of Manhattan, The City of New York. 
 14. 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. 







  
 15. 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. 
 16. GOVERNING LAW. THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. 







  
 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.