PRICING AGREEMENT

Exhibit 1(a)

Execution Version

PRICING AGREEMENT

September 14, 2009

Barclays Bank PLC

Deutsche Bank AG, London Branch

The Royal Bank of Scotland plc

Credit Suisse Securities (Europe) Limited

Morgan Stanley & Co. International plc

J.P. Morgan Securities Ltd.

As Representatives of the

several Underwriters named

in Schedule I hereto

c/o Barclays Bank PLC

5 The North Colonade

Canary Wharf

London E14 4BB

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

The Royal Bank of Scotland plc

135 Bishopsgate

London EC2M 3UR

Credit Suisse Securities (Europe) Limited

One Cabot Square

London E14 4QJ

J.P. Morgan Securities Ltd.

125 London Wall

London EC2Y 5AJ

Morgan Stanley & Co. International plc

25 Cabot Square

Canary Wharf

London E14 4QA

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 September 14, 2009 (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 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 amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

 

2

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.

 

Accepted as of the date hereof:

 

BARCLAYS BANK PLC
By:		/s/ Kate Craven
Name:		Kate Craven
Title:		Authorised Attorney
DEUTSCHE BANK AG, LONDON BRANCH
By:		/s/ Annerose Schulte
Name:		Annerose Schulte
Title:		Director and Counsel
By:		/s/ Konstantin Von-Achten
Name:		Konstantin Von-Achten
Title:		Vice President and Counsel
THE ROYAL BANK OF SCOTLAND PLC
By:		/s/ David Hopkins
Name:		David Hopkins
Title:		Authorised Signatory

For themselves and as Representatives of the

several Underwriters named in Schedule I hereto

CREDIT SUISSE SECURITIES (EUROPE) LIMITED
By:		/s/ Konstantin Von-Achten
Name:		Konstantin Von-Achten
Title:		Vice President and Counsel
J.P. MORGAN SECURITIES LTD.
By:		/s/ Konstantin Von-Achten
Name:		Konstantin Von-Achten
Title:		Vice President and Counsel
MORGAN STANLEY & CO. INTERNATIONAL PLC
By:		/s/ Mandy DeFilippo
Name:		Mandy DeFilippo
Title:		Executive Director

For themselves and as Representatives of the

several Underwriters named in Schedule I hereto

SCHEDULE I

 

 

SCHEDULE I - Page 1

SCHEDULE II

TITLE OF DESIGNATED SECURITIES:

4.875% Notes Due 2029 (the “Designated Securities”).

AGGREGATE PRINCIPAL AMOUNT:

€1,000,000,000 of the Designated Securities.

PRICE TO PUBLIC:

99.074% of the principal amount of the Designated Securities, plus accrued interest, if any, from September 21, 2009.

PURCHASE PRICE TO UNDERWRITERS:

98.449% of the principal amount of the Designated Securities, plus accrued interest, if any from September 21, 2009.

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:

September 21, 2029

INTEREST RATE:

4.875% from and including September 21, 2009.

INTEREST PAYMENT DATES:

September 21 of each year, beginning on September 21, 2010.

INTEREST PAYMENT RECORD DATES:

September 15 of each year.

REDEMPTION PROVISIONS:

No mandatory redemption provisions.

 

SCHEDULE II - Page 1

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 January 14, 2009 (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:

As to be set forth in the Prospectus.

TIME OF DELIVERY:

10:00 a.m. (London time) on September 21, 2009.

CLOSING LOCATION:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

NAMES AND ADDRESSES OF REPRESENTATIVES:

Barclays Bank PLC

5 The North Colonade

Canary Wharf

London E14 4BB

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

The Royal Bank of Scotland plc

135 Bishopsgate

London EC2M 3UR

Credit Suisse Securities (Europe) Limited

One Cabot Square

London E14 4QJ

J.P. Morgan Securities Ltd.

125 London Wall

London, EC2Y 5AJ

 

SCHEDULE II - Page 2

Morgan Stanley & Co. International plc

25 Cabot Square

Canary Wharf

London E14 4QA

ADDRESSES FOR NOTICES:

Barclays Bank PLC

5 North Colonade

Canary Wharf

London E14 4BB

(facsimile: +44 207 516 7548)

Attention: Debt Syndicate

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

(facsimile: +44 20 7545 4455)

Attention: Syndicate Desk

The Royal Bank of Scotland plc

135 Bishopsgate

London EC2M 3UR

(facsimile: +44 20 7085 1534)

Attention: New Issues, Syndicate desk

Credit Suisse Securities (Europe) Limited

One Cabot Square

London E14 4QJ

(facsimile: +44 20 7905 6128)

Attention: DCM Syndicate Desk

J.P. Morgan Securities Ltd.

125 London Wall

London, EC2Y 5AJ

(facsimile: +44 207 7067 8128)

Attention: New Issues

Morgan Stanley & Co. International plc

25 Cabot Square

Canary Wharf

London E14 4QA

(facsimile: +44 20 7677 7999)

Attention: Head of TMG, GCM

 

SCHEDULE II - Page 3

APPLICABLE TIME

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

3:30 p.m. (London time) on September 14, 2009.

LIST OF FREE WRITING PROSPECTUSES

(Pursuant to Section 2(f) of Underwriting Agreement):

Final Term Sheet, dated September 14, 2009, substantially in the form of Annex I hereto.

OTHER MATTERS:

 

(A)

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter hereby represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Designated Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Designated Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Designated Securities to the public in that Relevant Member State at any time: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more