WAL-MART STORES, INC. Series Terms Certificate Pursuant to Section 3.01 of the Indenture Relating to 3.20% Notes Due 2014

Exhibit 4(a)

WAL-MART STORES, INC.

Series Terms Certificate

Pursuant to Section 3.01 of the Indenture

Relating to 3.20% Notes Due 2014

Pursuant to Section 3.01 of the Indenture, dated as of July 19, 2005, as amended and supplemented (the “Indenture”), made between Wal-Mart Stores, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), M. Brett Biggs, Senior Vice President, Corporate Finance and Assistant Treasurer of the Company (the “Certifying Authorized Officer”), hereby certifies as follows, and Anthony D. George, Associate General Counsel, Finance and Assistant Secretary of the Company, attests to the following certification. Any capitalized term used herein shall have the definition ascribed to that term as set forth in the Indenture unless otherwise defined herein.

A. This certificate is a Series Terms Certificate contemplated by Section 3.01 of the Indenture and is being executed to evidence the establishment and approval of the terms and conditions of the Series that was established pursuant to Section 3.01 of the Indenture by means of a Unanimous Written Consent of the Executive Committee of the Board of Directors of the Company, dated May 14, 2009 (the “Series Consent”), which Series is designated as the “3.20% Notes Due 2014” (the “2014 Series”), by the Certifying Authorized Officer pursuant to the grant of authority under the terms of the Series Consent.

B. Each of the undersigned has read the Indenture, including the provisions of Sections 1.02 and 3.01 and the definitions relating thereto, and the resolutions adopted in the Series Consent. In the opinion of the undersigned, the undersigned have made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not all conditions precedent provided for in the Indenture relating to the execution and delivery by the Trustee of the Indenture, to the creation, establishment and approval of the title, the form and the terms of a Series under the Indenture, and to the authentication and delivery by the Trustee of promissory notes of a Series, have been complied with. In the opinion of the undersigned, (i) all such conditions precedent have been complied with and (ii) there are no Events of Default, or events which, with the passage of time, would become an Event of Default under the Indenture that have occurred and are continuing at the date of this certificate.

C. Pursuant to the Series Consent, the Company is authorized to issue initially $1,000,000,000 aggregate principal amount of promissory notes of the 2014 Series. A copy of the Series Consent is attached hereto as Annex A . Any promissory notes that the Company issues that are a part of the 2014 Series (the “2014 Notes”) shall be issued in registered book-entry form and shall be represented by one or more global securities substantially in the form attached hereto as Annex B (the “Form of 2014 Note”). The aggregate original principal amount of the 2014 Notes to be issued and sold initially by the Company (the “Initial 2014 Notes”) was approved to be and set at $1,000,000,000 by the Series Consent.

D. Pursuant to Section 3.01 of the Indenture, the terms and conditions of the 2014 Series and the 2014 Notes are established and approved to be the following:

The Series established by the Series Consent is designated as the “3.20% Notes Due 2014”.

The 2014 Series is not limited as to the aggregate principal amount of all the promissory notes of the 2014 Series that the Company may issue. The Company is initially issuing the Initial 2014 Notes in an aggregate original principal amount of $1,000,000,000.

Final maturity of the 2014 Notes will be May 15, 2014.

The 2014 Notes will bear interest at the rate of 3.20% per annum, which interest shall commence accruing from and including May 21, 2009. Additional Amounts (as defined in Section 4(a) of the Form of 2014 Note), if any, will also be payable on the 2014 Notes.

Interest will be payable on the 2014 Notes semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2009, to the person or persons in whose name or names the 2014 Notes are registered at the close of business on the immediately preceding May 1 or November 1, as the case may be. Interest on the 2014 Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

The principal and interest payable with respect to the 2014 Notes shall be payable in United States dollars.

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All payments of principal of, any Tax Redemption Price with respect to, and interest on, the 2014 Notes shall be made as set forth in Section 5 of the Form of 2014 Note.

The Company may redeem the 2014 Notes upon the occurrence of certain tax events as set forth in Section 4(b) of the Form of 2014 Note.

There is no sinking fund with respect to the 2014 Notes.

None.

$2,000 and integral multiples of $1,000 in excess thereof for the 2014 Notes.

100% of the principal amount of the 2014 Notes.

The Bank of New York Mellon Trust Company, N.A. will be the registrar, paying agent and transfer agent for the 2014 Notes.

The Company shall pay additional amounts as set forth under Section 4(a) of the Form of 2014 Note.

The 2014 Notes shall initially be issued in the form global notes registered in the name of Cede & Co., as nominee for The Depository Trust Company, and will be issued in certificated form only in limited circumstances, in each case, as set forth under Sections 11 and 12 of the Form of 2014 Note. The Initial 2014 Notes shall be initially issued in the form of two or more global notes in the aggregate original principal amount of $1,000,000,000.

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Sections 2, 3, 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 of the Form of 2014 Note shall also apply to the 2014 Notes.

The 2014 Notes will not have any terms or conditions of the type contemplated by clause (ii), (iii), (vi), (vii), (xii), (xiii), (xiv), (xvi), (xvii), (xix) or (xx) of Section 3.01 of the Indenture.

E. The 2014 Notes will be issued pursuant to and governed by the Indenture. To the extent that the Indenture’s terms apply to the 2014 Notes specifically or apply to the terms of all Securities of all Series established pursuant to and governed by the Indenture, such terms shall apply to the 2014 Notes.

[ Signature page follows ]

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IN WITNESS WHEREOF, the undersigned has hereunto executed this Certificate as of May 14, 2009.

ATTEST:

ANNEX A

UNANIMOUS CONSENT TO ACTION

IN LIEU OF SPECIAL MEETING

OF THE EXECUTIVE COMMITTEE OF

THE BOARD OF DIRECTORS

OF WAL-MART STORES, INC.

May 14, 2009

The undersigned, being all of the members of the Executive Committee of the Board of Directors of Wal-Mart Stores, Inc., a Delaware corporation (the “Company”), do hereby consent to the adoption of the following resolutions in accordance with the provisions of Section 141(f) of the General Corporation Law of Delaware:

WHEREAS , the Company has registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, the offer and sale in one or more offerings of an indeterminate amount of its debt securities, which debt securities are to be issued pursuant to the terms of the Indenture, dated as of July 19, 2005, between the Company and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee under the Indenture (the “Indenture Trustee”), as supplemented to date (the “Indenture”); and

WHEREAS , the Company desires to issue and sell in an underwritten public offering (the “Offering”) its debt securities denominated in United States dollars and having an aggregate principal amount of $1,000,000,000, which debt securities are to be offered and sold pursuant to the Company’s Registration Statement on Form S-3ASR (Registration No. 333-156724) (the “Registration Statement”); it is

RESOLVED , that a series of senior, unsecured promissory notes of the Company that shall mature on or about the fifth anniversary of the initial issuance of promissory notes of such series (the “May 2009 Notes”) shall be, and it hereby is, created, established and authorized for issuance and sale pursuant to the terms of the Indenture; and be it

RESOLVED , that the May 2009 Notes shall have such terms, including the rate at which interest will accrue on the Promissory Notes (as defined below) of the May 2009 Notes and the maturity date thereof, and shall be in such form as shall be established and approved by one or more of the Chairman of the Board of Directors, the Chief Executive Officer, any Vice Chairman, the Chief Financial Officer, any Executive Vice President, any Senior Vice President, any Vice President, the Controller and the Treasurer of the Company (each an “Authorized Officer”) in accordance with the provisions of Section 3.01 of the Indenture pursuant to the authority granted by these resolutions, which approval will be conclusively evidenced by that Authorized Officer’s or those Authorized Officers’ execution of a Series Terms Certificate (as defined in the Indenture) with respect to the May 2009 Notes; and be it

RESOLVED , that the Authorized Officers shall be, and each of them hereby is, authorized, in the name and on behalf of the Company, to establish and to approve the terms and conditions of the May 2009 Notes and to approve the form, terms and conditions of the promissory notes representing notes in the May 2009 Notes (the “Promissory Notes”); and be it

RESOLVED , that the Authorized Officers shall be, and each of them hereby is, authorized, in the name and on behalf of the Company, to execute Promissory Notes having an aggregate principal amount of $1,000,000,000, all as provided in the Indenture, and to deliver those Promissory Notes to the Indenture Trustee for authentication and delivery in accordance with the terms of the Indenture; and be it

RESOLVED , that the Indenture Trustee shall be, and it hereby is, authorized and directed to authenticate and deliver Promissory Notes having an aggregate principal amount of $1,000,000,000 to or upon the written order of the Company, as provided in the Indenture; and be it

RESOLVED , that the Company shall be, and it hereby is, authorized to enter into, execute and deliver, and perform its obligations under, and each Authorized Officer is authorized to execute and deliver, for and on behalf of the Company, a Pricing Agreement and an Underwriting Agreement (collectively, the “Underwriting Agreement”) between the Company and Barclays Capital Inc., J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, and BBVA Securities Inc. and the other underwriters and managers, if any, named therein (collectively, the “Underwriters”), providing for the sale by the Company and the purchase by the Underwriters of Promissory Notes having an aggregate principal amount of $1,000,000,000, and any other agreements necessary to effectuate the intent of these resolutions, the Underwriting Agreement and any other such agreements to be in the forms and to contain the terms, including the price to be paid to the Company by the Underwriter for the Promissory Notes being purchased pursuant to the Underwriting Agreement, and conditions as the Authorized Officer executing the same approves, such approval to be conclusively evidenced by that Authorized Officer’s execution and delivery of the Underwriting Agreement or other agreement; and be it

RESOLVED , that the Company shall be, and it hereby is, authorized to sell the Promissory Notes to the Underwriters pursuant to the Underwriting Agreement at the price set forth in, and pursuant to the other terms of and subject to the conditions set forth in, the Underwriting Agreement and to perform otherwise its obligations under the Underwriting Agreement; and be it

RESOLVED , that the Company shall be, and it hereby is, authorized to perform its obligations under the Promissory Notes issued and sold by the Company and its obligations under the Indenture, as those obligations relate to those Promissory Notes; and be it

RESOLVED , that the Company shall be, and it hereby is, authorized to issue global certificates to represent the Promissory Notes authorized in accordance with these resolutions and not otherwise issue the Promissory Notes in certificated form, and to permit each global certificate representing Promissory Notes to be registered in the name of a nominee of The Depository Trust Company (“DTC”) and beneficial interests in the global certificates representing the Promissory Notes to be otherwise shown on, and transfers of such beneficial interests effected through, records maintained by DTC and its participants; and be it

RESOLVED , that the signatures of the Authorized Officers executing any Promissory Note may be the manual or facsimile signatures of the present or any future Authorized Officers and may be imprinted or otherwise reproduced thereon, and any such facsimile signature shall be binding upon the Company, notwithstanding the fact that at the time the Promissory Notes are authenticated and delivered and disposed of, the person signing the facsimile signature shall have ceased to be an Authorized Officer; and be it

RESOLVED , that, without in any way limiting the authority heretofore granted to any Authorized Officer, the Authorized Officers shall be, and each of them individually is, authorized and empowered to do and perform all such acts and things and to execute and deliver, for and on behalf of the Company, any and all documents and instruments and to take any and all such actions as they may deem necessary, desirable or proper in order to carry out the intent and purpose of the foregoing resolutions and fully to establish the May 2009 Notes, to perform the provisions of the Underwriting Agreement, the Indenture and the Promissory Notes and to incur on behalf of the Company all such expenses and obligations in connection therewith as they may deem proper.

Dated this 14th day of May 2009

ANNEX B

FORM OF GLOBAL NOTES

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 .

3.20% NOTES DUE 2014

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 May 15, 2014 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 3