0001193125-06-119563 Sample Contracts

WAL-MART STORES, INC. DEBT SECURITIES UNDERWRITING AGREEMENT
Underwriting Agreement • May 25th, 2006 • 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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May 25, 2006
Underwriting Agreement • May 25th, 2006 • Wal Mart Stores Inc • Retail-variety stores
Contract
Note • May 25th, 2006 • Wal Mart Stores Inc • Retail-variety stores • New York

This Note is a global security and is registered in the name of Chase Nominees Limited, as nominee of the common depositary, JPMorgan Chase Bank, N.A., London Branch (the “Common Depositary”), for Clearstream Banking, société anonyme (“Clearstream”) and Euroclear Bank S.A./N.V. (“Euroclear”). Unless and until this Note is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the Common Depositary or a nominee of the Common Depositary to the Common Depositary or another depositary or by the Common Depositary or a nominee of the Common Depositary to a successor depositary or a nominee of such successor depositary.

PRICING AGREEMENT
Pricing Agreement • May 25th, 2006 • Wal Mart Stores Inc • Retail-variety stores
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