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PRICING AGREEMENT

Broker Dealer Agreement

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WAL MART STORES INC | Lehman Brothers Inc.

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Title: PRICING AGREEMENT
Date: 12/20/2006
Industry: RTDEPT     Sector: SERVIC

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PRICING AGREEMENT

Exhibit 1(a)

PRICING AGREEMENT

December 14, 2006

Lehman Brothers Inc.

745 Seventh Avenue

New York, NY 10019

Ladies and Gentlemen:

WAL-MART STORES, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated May 19, 2006, (the “Underwriting Agreement”), between the Company, on the one hand, and you, as a party which is a signatory or deemed to be a signatory to the Underwriting Agreement, on the other hand, to issue and sell to the Underwriter named in Schedule I hereto (the “Underwriter”) the Securities specified in Schedule II hereto (the “Designated Securities”).

Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions were set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement (it being understood that each representation and warranty in Section 2 of the Underwriting Agreement that refers to the Pricing Prospectus or the Prospectus shall be deemed to be a representation or warranty as of the date of this Pricing Agreement in relation to the Pricing Prospectus or the Prospectus relating to the Designated Securities). Each reference to the Representative or Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

The Prospectus (including, for the avoidance of doubt, a prospectus supplement relating to the Designated Securities), in all material respects in the form heretofore delivered to you, is now proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the time and place and at the purchase price to the Underwriter set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

 

1


If the foregoing is in accordance with your understanding, please sign and return to the Underwriter five counterparts hereof, and upon acceptance hereof by you, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between the Underwriter and the Company.

 

 

 

 

Very truly yours,

 

WAL-MART STORES, INC.

 

 

By:

 

/s/ Rick W. Brazile

Name:

 

Rick W. Brazile

Title:

 

Vice President, Finance & Planning

 

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Accepted as of the date hereof:

 

LEHMAN BROTHERS INC.

 

 

By:

 

/s/ Allen B. Cutler

Name:

 

Allen B. Cutler

Title:

 

Managing Director

 

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SCHEDULE I

 

 

 

 

 

Underwriter

  

Principal Amount of
Designated Securities
to be Purchased

Lehman Brothers Inc.

  

$

1,500,000,000

 

  

 

 

TOTAL

  

$

1,500,000,000

 

  

 

 

 

Schedule I - Page 1


SCHEDULE II

TITLE OF DESIGNATED SECURITIES:

Floating Rate Notes Due 2008 (the “Designated Securities”).

AGGREGATE PRINCIPAL AMOUNT:

$1,500,000,000 of the Designated Securities.

PRICE TO PUBLIC:

The Underwriter shall offer the Designated Securities to the public from time to time for sale in negotiated transactions, or otherwise, at varying prices to be determined at the time of each sale.

PURCHASE PRICE TO UNDERWRITER:

100.0% of the principal amount of the Designated Securities, plus accrued interest, if any, from December 21, 2006.

INDENTURE:

Indenture dated as of July 19, 2005, between the Company and The Bank of New York Trust Company, N.A., as Trustee, as supplemented by the First Supplemental Indenture, dated as of December 1, 2006, between the Company and The Bank of New York Trust Company, N.A., as Trustee.

MATURITY:

June 16, 2008.

INTEREST RATE:

Three-Month LIBOR (determined as set forth in the Company’s Prospectus dated December 21, 2005 (the “Base Prospectus”)) minus 10 basis points (0.10%).

Accrued and unpaid interest shall be payable quarterly in arrears and shall be calculated on the basis of the actual number of days during the relevant interest period and a 360-day year.

In addition, the Company shall pay Additional Amounts to holders of the Designated Securities as and to the extent set forth under the caption “Description of the Debt Securities—Payment of Additional Amounts” in the Base Prospectus.

 

Schedule II - Page 1


INTEREST PAYMENT DATES:

March 16, June 16, September 16 and December 16 of each year, commencing on March 16, 2007.

INTEREST PAYMENT RECORD DATES:

The fifteenth day next preceding the applicable Interest Payment Date.

INTEREST DETERMINATION DATES:

Quarterly, on the second London business day prior to each Interest Payment Date, except that the Initial Interest Determination Date shall be December 19, 2006.

REDEMPTION PROVISIONS:

No redemption provisions, except that the Company may, at its option, redeem the Designated Securities upon the occurrence of certain events relating to U.S. taxation as described under the caption “Description of the Debt Securities—Redemption upon Tax Event” in the Base Prospectus and under the caption “Description of the Notes–Redemption upon Tax Event” in the Prospectus Supplement dated the date hereof relating to the Designated Securities (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”).

SINKING FUND PROVISIONS:

None.

OTHER PROVISIONS:

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