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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.

 

Very truly yours,

WAL-MART STORES, INC.

By:

 

/s/ Christopher K. Gould

Name:

 

Christopher K. Gould

Title:

 

Vice President, Capital Markets


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

 

Underwriter

  

Principal Amount of
4.875% Notes
Due 2029 to be
Purchased

Barclays Bank PLC

  

140,000,000

Deutsche Bank AG, London Branch

  

 

140,000,000

The Royal Bank of Scotland plc

  

 

140,000,000

Credit Suisse Securities (Europe) Limited

  

 

140,000,000

J.P. Morgan Securities Ltd.

  

 

140,000,000

Morgan Stanley & Co. International plc

  

 

140,000,000

Banca IMI S.p.A.

  

 

10,000,000

Banco Santander, S.A.

  

 

10,000,000

BBVA Securities Inc.

  

 

10,000,000

BNP PARIBAS

  

 

10,000,000

BNY Mellon Services Ltd.

  

 

10,000,000

Citigroup Global Markets Limited

  

 

10,000,000

Goldman Sachs International

  

 

10,000,000

HSBC Bank plc

  

 

10,000,000

Merrill Lynch International

  

 

10,000,000

Mizuho International plc

  

 

10,000,000

Mitsubishi UFJ Securities International plc

  

 

10,000,000

Scotia Capital Inc.

  

 

10,000,000

Standard Chartered Bank

  

 

10,000,000

The Toronto-Dominion Bank

  

 

10,000,000

UBS Limited

  

 

10,000,000

Wells Fargo Securities International Limited

  

 

10,000,000

  

 

 

TOTAL

  

1,000,000,000

  

 

 

 

SCHEDULE I - Page 1



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