0000930661-03-000790 Sample Contracts

WAL-MART STORES, INC. DEBT SECURITIES UNDERWRITING AGREEMENT
Underwriting Agreement • February 24th, 2003 • Wal Mart Stores Inc • Retail-variety stores • New York

From time to time WAL-MART STORES, INC., a Delaware corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”).

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Contract
Wal Mart Stores Inc • February 24th, 2003 • Retail-variety stores • New York

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.

PRICING AGREEMENT
Pricing Agreement • February 24th, 2003 • Wal Mart Stores Inc • Retail-variety stores
February 21, 2003
Wal Mart Stores Inc • February 24th, 2003 • Retail-variety stores

Reference is made to the Pricing Agreement between Wal-Mart Stores, Inc., a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated (the “Underwriter”), dated February 18, 2003 (the “Pricing Agreement”) and to the Underwriting Agreement, dated February 18, 2003 (the “Underwriting Agreement”), by and among the Company and the Underwriter, as incorporated by reference into the Pricing Agreement (the Underwriting Agreement and the Pricing Agreement are collectively referred to as the “Agreement”).

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