Exhibit 4(b)
This Note is a global security and
is registered in the name of The Bank of New York Mellon Depository
(Nominees) Limited, as nominee of the common depositary, The Bank
of New York Mellon (the “Common Depositary”), for
Clearstream Banking, société anonyme
(“Clearstream”) and Euroclear Bank S.A./N.V.
(“Euroclear”). Unless and until this Note is exchanged
in whole or in part for Notes in definitive form, this Note may not
be transferred except as a whole by the Common Depositary or a
nominee of the Common Depositary to the Common Depositary or
another depositary or by the Common Depositary or a nominee of the
Common Depositary to a successor depositary or a nominee of such
successor depositary.
W AL -M ART S TORES , I NC .
5.625% NOTES DUE
2034
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Number
1
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ISIN No.:
XS0419834931
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£1,000,000,000
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Common Code: 041983493
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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 THE BANK OF NEW YORK MELLON
DEPOSITORY (NOMINEES) LIMITED or registered assigns, the principal
sum of ONE BILLION POUNDS STERLING (£1,000,000,000) on
March 27, 2034 in such coin or currency of the United Kingdom
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 March 27 and September 27 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 September 27, 2009, on said
principal sum in like coin or currency, at the rate per annum
specified in the title of this Note from March 27, 2009 or
from the most recent March 27 and September 27 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 March 15, in the case of an Interest Payment
Date of March 27, and on the preceding September 15, in
the case of an Interest Payment Date of September 27 (each, a
“Record Date”). “Business Day” means any
day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions are generally
authorized or required by law or regulation to close in New York,
New York or London, England.
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 and
by its Secretary or one of its Assistant Secretaries, each by
manual or facsimile signature and under its corporate
seal.
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WAL-MART
STORES, INC.
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By:
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/s/ Charles M. Holley,
Jr.
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Name:
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Charles M.
Holley, Jr.
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Title:
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Executive Vice
President, Finance and Treasurer
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[SEAL]
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By:
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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: March 27,
2009
TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
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 MELLON TRUST COMPANY, N.A.,
as Trustee
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By:
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THE BANK OF NEW
YORK MELLON, as Authenticating Agent
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By:
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Authorized
Signatory
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2
WAL-MART STORES,
INC.
5.625% NOTES DUE
2034
1. Indenture; Notes . This
Note is one of a duly authorized series of Securities of the
Company designated as the “5.625% Notes Due 2034” (the
“Notes”), initially issued in an aggregate principal
amount of £1,000,000,000 on March 27, 2009. 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, by and between the Company, as Issuer, and
The Bank of New York Mellon Trust Company, N.A., as Trustee (the
“Trustee”), as supplemented by the First Supplemental
Indenture, dated as of December 1, 2006, by and between the
Company, as Issuer, and the Trustee (the “Indenture”),
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, create and 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 debt obligations of the Company and
shall rank equally in right of payment among themselves and with
all other existing and future senior unsecured 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, each beneficial owner) of this
Note who is a Non-U.S. Person (as defined below) 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 on foreign personal holding company
income or 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) any tax, assessment or other
governmental charge imposed on interest received by (A) a 10%
shareholder (as defined in Section 871(h)(3)(B) of the United
States Internal Revenue Code of 1986, as amende