0001193125-13-387383 Sample Contracts

WAL-MART STORES, INC. DEBT SECURITIES UNDERWRITING AGREEMENT
Underwriting Agreement • October 1st, 2013 • 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 • October 1st, 2013 • 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.

Contract
Wal Mart Stores Inc • October 1st, 2013 • Retail-variety stores

Further reference is made to (i) the Registration Statement on Form S-3 (File No. 333-178706), which was prepared pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, was filed with the Commission on December 22, 2011, and, upon filing with the Commission, became effective pursuant to Rule 462(e) under the Securities Act (the “Registration Statement”), (ii) the Prospectus dated December 22, 2011 constituting a part of the Registration Statement, including the documents incorporated therein by reference at each pertinent time (the “Base Prospectus”), (iii) the Final Term Sheet, dated September 25, 2013, relating to $1,000,000,000 aggregate principal amount of the Company’s 1.950% Notes Due 2018 (the “2018 Notes”) and $750,000,000 aggregate principal amount of the Company’s 4.750% Notes Due 2043 (the “2043 Notes” and, together with the 2018 Notes, the “Notes”), whi

PRICING AGREEMENT
Pricing Agreement • October 1st, 2013 • Wal Mart Stores Inc • Retail-variety stores

WAL-MART STORES, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated September 25, 2013 (the “Underwriting Agreement”), between the Company, on the one hand,

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