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Exhibit
4(e)
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.
Unless this Note is presented
by an authorized representative of The Depository Trust Company, a
New York corporation (“DTC”), to the issuer or its
agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest
herein.
W AL -M
ART S TORES , I NC
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6.200% NOTES DUE
2038
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Number A-
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CUSIP No.: 931142 CM3
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$500,000,000
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ISIN No.: US931142CM31
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Common Code: 035812288
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WAL-MART STORES, INC., a
corporation duly organized and existing under the laws of the State
of Delaware, and any successor corporation pursuant to the
Indenture (herein referred to as the “Company”), for
value received, hereby promises to pay to CEDE & CO. or
registered assigns, the principal sum of FIVE HUNDRED MILLION
DOLLARS on April 15, 2038 in such coin or currency of the
United States of America as at the time of payment shall be legal
tender for the payment of public and private debts, and to pay
interest, computed on the basis of a 360-day year consisting of
twelve 30-day months, semi-annually in arrears on April 15 and
October 15 of each year, or if any such day is not a Business
Day, on the next succeeding Business Day (each, an “Interest
Payment Date”), commencing on October 15, 2008, on said
principal sum in like coin or currency, at the rate per annum
specified in the title of this Note from April 15, 2008 or
from the most recent April 15 or October 15 to which
interest has been paid or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest
Payment Date will be paid to the person in whose name this Note is
registered (the “Holder”) at the close of business on
the preceding April 1, in the case of an Interest Payment Date
of April 15, and on the preceding October 1, in the case
of an Interest Payment Date of October 15 (each, a
“Record Date”).
Reference is made to the
further provisions of this Note set forth on the succeeding
sections hereof. Such further provisions shall for all purposes
have the same effect as though fully set forth at this
place.
This Note shall not be valid
or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Trustee under
the Indenture referred to in Section 1 hereof.
IN WITNESS WHEREOF, the
Company has caused this instrument to be signed by its Chairman of
the Board, its Vice Chairman, its President or one of its Vice
Presidents by manual or facsimile signature under its corporate
seal, attested by its Secretary, one of its Assistant Secretaries,
its Treasurer or one of its Assistant Treasurers by manual or
facsimile signature.
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WAL-MART STORES, INC. |
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By: |
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Name: |
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M. Brett
Biggs |
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Title: |
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Senior
Vice President, Corporate Finance and Assistant
Secretary |
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Attest: |
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Name: |
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Anthony
D. George |
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Title: |
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Associate
General Counsel, Finance and Assistant Secretary |
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| Dated: April
15, 2008 |
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| TRUSTEE’S CERTIFICATE OF
AUTHENTICATION |
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This is one of the Securities of the Series designated herein
referred to in the within-mentioned Indenture.
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THE BANK OF NEW YORK TRUST COMPANY, N.A., |
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as Trustee |
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By: |
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Authorized Signatory |
WAL-MART STORES,
INC.
6.200% NOTES DUE
2038
1. Indenture; Notes . This Note
is one of a duly authorized series of Securities of the Company
designated as the “6.200% Notes Due 2038” (the
“Notes”), initially issued in an aggregate principal
amount of $1,500,000,000 on April 15, 2008. Such series of
Securities has been established pursuant to, and is one of an
indefinite number of series of debt securities of the Company,
issued or issuable under and pursuant to, the Indenture, dated as
of July 19, 2005, as supplemented by the First Supplemental
Indenture, dated as of December 1, 2006 (the
“Indenture”), by and between the Company, as Issuer,
and The Bank of New York Trust Company, N.A., as Trustee (the
“Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders
of the Notes and of the terms upon which this Note is, and is to
be, authenticated and delivered. The terms, conditions and
provisions of the Notes are those stated in the Indenture, those
made part of the Indenture by reference to the Trust Indenture Act
of 1939, as amended, and those set forth in this Note. To the
extent that the terms, conditions and other provisions of this Note
modify, supplement or are inconsistent with those of the Indenture,
then the terms, conditions and other provisions of this Note shall
govern.
All capitalized terms which
are used but not defined in this Note shall have the meanings
assigned to them in the Indenture.
The Company may, without the
consent of the Holders, issue additional Securities ranking equally
with the Notes and otherwise identical in all respects (except for
their date of issue, issue price and the date from which interest
payments thereon shall accrue) so that such additional Securities
shall be consolidated and form a single series with the Notes;
provided, however, that no additional Securities of any
existing or new series may be issued under the Indenture if an
Event of Default has occurred and remains uncured
thereunder.
2. Ranking . The Notes shall
constitute the senior, unsecured and unsubordinated debt
obligations of the Company and shall rank equally in right of
payment among themselves and with all other existing and future
senior, unsecured and unsubordinated debt obligations of the
Company.
3. Payment of Overdue Amounts .
The Company shall pay interest, calculated on the basis of a
360-day year consisting of twelve 30-day months, on overdue
principal and overdue installments of interest, if any, from time
to time on demand at the interest rate borne by the Notes to the
extent lawful.
4. Payment of Additional Amounts;
Redemption Upon a Tax Event .
(a) Payment of Additional Amounts
. The Company shall pay to the Holder (including, for purposes of
this Section 4, the beneficial owner) of this Note who is a
Non-U.S. Person (as defined below) such additional amounts as may
be necessary so that every net payment of principal of and interest
on this Note to such Holder, after deduction or withholding for or
on
account of any present or future tax,
assessment or other governmental charge imposed upon such Holder by
the United States of America or any taxing authority thereof or
therein, will not be less than the amount provided in this Note to
be then due and payable (such amounts, the “Additional
Amounts”); provided, however, that the Company shall
not be required to make any payment of Additional Amounts for or on
account of:
(i) any tax, assessment or
other governmental charge that would not have been imposed but for
(A) the existence of any present or former connection between
such Holder, or between a fiduciary, settlor, beneficiary of,
member or shareholder of, or possessor of a power over, such
Holder, if such Holder is an estate, trust, partnership or
corporation, and the United States including, without limitation,
such Holder, or such fiduciary, settlor, beneficiary, member,
shareholder or possessor, being or having been a citizen or
resident of the United States of America or treated as a resident
thereof or being or having been engaged in trade or business or
present in the United States of America, or (B) the
presentation of this Note for payment on a date more than 30 days
after the later of (x) the date on which such payment becomes
due and payable and (y) the date on which payment thereof is
duly provided for;
(ii) any estate, inheritance,
gift, sales, transfer, excise, personal property or similar tax,
assessment or other governmental charge;
(iii) any tax, assessment or
other governmental charge imposed by reason of such Holder’s
past or present status as a passive foreign investment company, a
controlled foreign corporation or a personal holding company with
respect to the United States of America, or as a corporation which
accumulates earnings to avoid United States federal income
tax;
(iv) any tax, assessment or
other governmental charge which is payable otherwise than by
withholding from payment of principal of or interest on this
Note;
(v) any tax, assessment or
other governmental charge required to be withheld by any paying
agent from any payment of principal of or interest on this Note if
such payment can be made without withholding by any other paying
agent;
(vi) any tax, assessment or
other governmental charge which would not have been imposed but for
the failure to comply with certification, information,
documentation or other reporting requirements concerning the
nationality, residence, identity or connections with the United
States of America of the Holder of this Note, if such compliance is
required by statute or by regulation of the United States Treasury
Department as a precondition to relief or exemption from such tax,
assessment or other governmental charge;
(vii) a
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