0001193125-05-008227 Sample Contracts

WAL-MART STORES, INC. DEBT SECURITIES UNDERWRITING AGREEMENT
Underwriting Agreement • January 19th, 2005 • 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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Hughes | Luce LLP
Underwriting Agreement • January 19th, 2005 • Wal Mart Stores Inc • Retail-variety stores

Reference is made to the Pricing Agreement between Wal-Mart Stores, Inc., a Delaware corporation (the “Company”), and Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated, acting for themselves and as the representatives for the other underwriters named in Schedule I to the Pricing Agreement (the “Underwriters”), dated January 12, 2005 (the “Pricing Agreement”), and to the Underwriting Agreement, dated February 18, 2003 (the “Underwriting Agreement”), by and among the Company and, as to the issuance and sale of the Notes (as defined below), the Underwriters as parties deemed to be signatories to that Underwriting Agreement, as incorporated by reference into the Pricing Agreement (the Underwriting Agreement and the Pricing Agreement are collectively referred to as the “Agreement”).

PRICING AGREEMENT
Pricing Agreement • January 19th, 2005 • Wal Mart Stores Inc • Retail-variety stores
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