Exhibit 1(a)

PRICING AGREEMENT

April 8, 2008

Citigroup Global Markets Inc.

Credit Suisse Securities (USA) LLC

Goldman, Sachs & Co.

Greenwich Capital Markets, Inc.

As Representatives of the

several Underwriters named

in Schedule I hereto

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Greenwich Capital Markets, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

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 April 8, 2008 (the “Underwriting Agreement”), between the Company, on the one hand, and you, as parties which are signatories or deemed to be signatories to the Underwriting Agreement, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) 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

 

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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 Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to the Representatives named in Schedule II hereto (the “Representatives”). 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 each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amounts of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

 

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

 

 

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Accepted as of the date hereof:
CITIGROUP GLOBAL MARKETS INC.
By:		/s/ Brian Bednarski
Name:		Brian Bednarski
Title:		Managing Director
CREDIT SUISSE SECURITIES (USA) LLC
By:		/s/ Helena Willner
Name:		Helena Willner
Title:		Director
GOLDMAN, SACHS & CO.
By:		/s/ Goldman, Sachs & Co.
		(Goldman, Sachs & Co.)
GREENWICH CAPITAL MARKETS, INC.
By:		/s/ Moshe Tomkiewicz
Name:		Moshe Tomkiewicz
Title:		Managing Director

For themselves and as Representatives of the several

Underwriters named in Schedule I hereto

 

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SCHEDULE I

 

Underwriter		Principal Amount of 4.250% Notes Due 2013 to be Purchased			Principal Amount of 6.200% Notes Due 2038 to be Purchased
Citigroup Global Markets Inc.		$	180,000,000		$	270,000,000
Credit Suisse Securities (USA) LLC			180,000,000			270,000,000
Goldman, Sachs & Co.			180,000,000			270,000,000
Greenwich Capital Markets, Inc.			180,000,000			270,000,000
Banc of America Securities LLC			16,500,000			24,750,000
Barclays Capital Inc.			16,500,000			24,750,000
BBVA Securities, Inc.			16,500,000			24,750,000
BNP Paribas Securities Corp.			16,500,000			24,750,000
Deutsche Bank Securities Inc.			16,500,000			24,750,000
Dresdner Kleinwort Securities LLC			16,500,000			24,750,000
HSBC Securities (USA) Inc.			16,500,000			24,750,000
J.P. Morgan Securities Inc.			16,500,000			24,750,000
Lehman Brothers Inc.			16,500,000			24,750,000
Mitsubishi UFJ Securities International plc			16,500,000			24,750,000
Mizuho Securities USA Inc.			16,500,000			24,750,000
Morgan Stanley & Co. Incorporated			16,500,000			24,750,000
Santander Investment Securities Inc.			20,500,000			22,960,000
Standard Chartered Bank			20,500,000			22,960,000
TD Securities (USA) LLC			20,500,000			22,960,000
UBS Securities LLC			0			31,160,000
Wachovia Capital Markets, LLC			20,500,000			22,960,000
TOTAL		$	1,000,000,000		$	1,500,000,000

 

SCHEDULE I - Page 1

 

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SCHEDULE II

TITLE OF DESIGNATED SECURITIES:

4.250% Notes Due 2013 (the “2013 Notes”); and

6.200% Notes Due 2038 (the “2038 Notes” and, together with the 2013 Notes, the “Designated Securities”).

AGGREGATE PRINCIPAL AMOUNT:

In the case of the 2013 Notes, $1,000,000,000; and

in the case of the 2038 Notes, $1,500,000,000.

PRICE TO PUBLIC:

In the case of the 2013 Notes, 99.759% of the principal amount of the 2013 Notes; and

in the case of the 2038 Notes, 99.703% of the principal amount of the 2038 Notes.

PURCHASE PRICE TO UNDERWRITERS:

In the case of the 2013 Notes, 99.409% of the principal amount of the 2013 Notes, plus accrued interest, if any from April 15, 2008; and the selling concession shall be 0.200% and the reallowance concession shall be 0.100%, in each case, of the principal amount of the 2013 Notes; and

in the case of the 2038 Notes, 98.828% of the principal amount of the 2038 Notes, plus accrued interest, if any from April 15, 2008; and the selling concession shall be 0.500% and the reallowance concession shall be 0.250%, in each case, of the principal amount of the 2038 Notes.

INDENTURE:

Indenture, dated as of July 19, 2005, 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:

In the case of the 2013 Notes, April 15, 2013; and

in the case of the 2038 Notes, April 15, 2038.

 

SCHEDULE II - Page 1

 

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INTEREST RATE:

In the case of the 2013 Notes, 4.250% from and including April 15, 2008; and

in the case of the 2038 Notes, 6.200% from and including April 15, 2008.

INTEREST PAYMENT DATES:

April 15 and October 15 of each year, beginning on October 15, 2008, in the case of all of the Designated Securities.

INTEREST PAYMENT RECORD DATES:

April 1 and October 1 of each year, in the case of all of the Designated Securities.

REDEMPTION PROVISIONS:

No mandatory redemption provisions.

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 Prospectus dated December 21, 2005 (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.

 

SCHEDULE II - Page 2

 

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OTHER PROVISIONS:

As to be set forth in the Prospectus.

TIME OF DELIVERY:

10:00 a.m. (New York City time) on April 15, 2008, in the case of all of the Designated Securities.

CLOSING LOCATION:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

NAMES AND ADDRESSES OF REPRESENTATIVES:

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Greenwich Capital Markets, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

ADDRESSES FOR NOTICES:

Citigroup Global Markets Inc.

388 Greenwich Street, 34 ^th Floor

New York, New York 10013

Attention: Transaction Execution Group

Fax: (646) 291-5209

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

Attention: IBD Legal Group

Fax: (212) 325-4296

 

SCHEDULE II - Page 3

 

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Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Attention: Registration Department

Fax: (212) 902-3000

Greenwich Capital Markets, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

Attention: Debt Capital Markets Syndicate

Fax: (203) 422-4534

APPLICABLE TIME

(For purposes of Sections 2(d) and 8(c) of the Underwriting Agreement):

1:35 p.m. (New York City time) on April 8, 2008, in the case of all of the Design