<PAGE>
Exhibit 4(d)
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.
Wal-Mart Stores, Inc.
FLOATING RATE NOTES DUE NOVEMBER 30, 2001
Number ___ CUSIP No.: 931142BH5
$________________ ISIN No.: US931142BH54
Common Code: 01201790
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
________________________ DOLLARS on November 30, 2001 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 the actual number of days in the relevant interest period and a
360-day year, in arrears on November 30, 2000, February 28, 2001, May 30, 2001,
August 30, 2001 and November 30, 2001, or if any such day is not a Business Day,
on the next succeeding Business Day, except that if such Business Day is in the
next succeeding calendar month, such interest payment shall be made on the
immediately preceding Business Day (each, an "Interest Payment Date"), on said
principal sum in like coin or currency, at the interest rate specified in
Section 2 hereof. 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 fifteenth day
next preceding the applicable Interest Payment Date (each, a "Record Date").
<PAGE>
2
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.
Wal-Mart Stores, Inc.
By:
---------------------------------
Name:
Title:
[SEAL] Attest:
---------------------------------
Title:
Name
Dated: November 3, 2000
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.
Bank One Trust Company, NA,
as successor in interest to
The First National Bank of Chicago,
as Trustee
By:
---------------------------------
Authorized Signatory
<PAGE>
3
Wal-Mart Stores, Inc.
FLOATING RATE NOTES DUE NOVEMBER 30, 2001
1. Indenture; Notes. This Note is one of a duly authorized
series of Securities of the Company designated as the "Floating Rate Notes due
November 30, 2001" (the "Notes"), initially issued in an aggregate principal
amount of $500,000,000 on November 3, 2000. 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 April 1, 1991, as supplemented by a First Supplemental
Indenture, dated as of September 9, 1992, and as further supplemented by a
Second Supplemental Indenture, dated as of June 1, 2000 (collectively, the
"Indenture"), duly executed and delivered by the Company and Bank One Trust
Company, NA, as successor in interest to The First National Bank of Chicago, 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 (the "Trust
Indenture Act"), 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 and sell
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. Interest Rate. The rate at which interest shall be payable on
the Notes shall be a floating rate, which for each interest period shall be the
Three-Month LIBOR Rate determined for that interest period minus 10 basis points
(0.10%); provided, however, that the interest rate on the Notes for the interest
period from November 3, 2000 to but excluding November 30, 2000 shall be 6.52%
(the "Initial Interest Rate"), which was calculated with reference to the One-
Month LIBOR Rate for that interest period minus 10 basis points (0.10%).
The Calculation Agent (as defined below) will reset the rate of
interest on the Notes on each November 30, 2000, February 28, 2001, May 30, 2001
and August 30, 2001 (each, an "Interest Reset Date").
The Calculation Agent shall determine the applicable interest rate on
the Notes for the succeeding interest period on the date that is two London
Business Days prior to the
<PAGE>
4
applicable Interest Reset Date (each an "Interest Determination Date"). The
Interest Determination Date for the Initial Interest Rate was November 1, 2000.
The interest rate determined on an Interest Determination Date for the
Notes (a) shall become effective on and as of the succeeding Interest Reset Date
and (b) shall be the rate at which interest is payable on the Notes for the
interest period from and including the Interest Reset Date on which that
interest rate becomes effective to but excluding the succeeding Interest Reset
Date.
Bank One Trust Company, NA shall act as calculation agent (together
with its successors in that capacity, the "Calculation Agent") in connection
with the Notes. The Calculation Agent shall serve as the calculation agent
hereunder unless and until a successor calculation agent is appointed by the
Company. The calculations of the Calculation Agent will, in the absence of
manifest error, be conclusive for all purposes and binding on the holders of the
Notes.
"Business Day" shall mean 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 The City of
New York.
"London Business Day" means any day on which dealings in deposits in
U.S. dollars are transacted in the London interbank market.
"Three-Month LIBOR Rate" means, with respect to any Interest
Determination Date, the rate for deposits in U.S. dollars commencing on the
second London Business Day immediately following the Interest Determination Date
and having a three-month maturity which appears on the Telerate Page 3750 (as
defined below) as of 11:00 a.m., London time, on such Interest Determination
Date; provided, that if on any Interest Determination Date the applicable London
interbank offered rate for deposits in U.S. dollars having a three-month
maturity does not appear on Telerate Page 3750, or if Telerate Page 3750 is not
available, then the Three-Month LIBOR Rate will be determined on the basis of
the rates at which deposits in U.S. dollars are offered by four major banks in
the London interbank market, which banks are to be selected by the Calculation
Agent, at approximately 11:00 a.m., London time, on such Interest Determination
Date to prime banks in the London interbank market commencing on the second
London Business Day immediately following the Interest Determination Date and
having a three-month maturity and in a principal amount equal to at least $1
million and in a principal amount that is representative for a single
transaction in U.S. dollars in such market at such time. The Calculation Agent
will request the principal London office of each of such banks to provide a
quotation of its rate for such deposits. If at least two such quotations are
provided, the rate in respect of such Interest Determination Date will be the
arithmetic mean of the quotations provided to the Calculation Agent. If fewer
than two such quotations are provided, the Three-Month LIBOR Rate in respect of
such Interest Determination Date will be determined on the basis of the rates
quoted by three major banks in the Borough of Manhattan, The City of New York,
which banks are to be selected by the Calculation Agent, at approximately 11:00
a.m., New York City time, on such Interest Determination Date for loans in U.S.
dollars to leading European banks, commencing on the second London Business Day
immediately following the Interest Determination Date and having a three-month
maturity and in a principal amount equal
<PAGE>
5
to an amount of at least $1 million and in a principal amount that is
representative for a single transaction in U.S. dollars in such market at such
time. If at least two such quotations are provided, the rate in respect of such
Interest Determination Date will be at the arithmetic mean of the quotations
provided; provided, however, that if none of the banks selected as aforesaid by
the Calculation Agent are quoting as described in the immediately preceding
sentence, the interest rate will be the interest rate on the Notes in effect on
such Interest Determination Date.
"One-Month LIBOR Rate" means, with respect to the Interest
Determination Date for the Initial Interest Rate, the rate for deposits in U.S.
dollars commencing on the second London Business Day immediately following that
Interest Determination Date and having a one-month maturity which appears on the
Telerate Page 3745 (as defined below) as of 11:00 a.m., London time, on such
Interest Determination Date.
"Telerate Page 3750" means the display page designated as page 3750 on
the Bridge Telerate, Inc. (or any successor service or such other page as may
replace page 3750 on that service for the purpose of displaying London interbank
offered rates).
"Telerate Page 3745" means the display page designated as page 3745 on
the Bridge Telerate, Inc. (or any successor service or such other page as may
replace page 3745 on that service for the purpose of displaying London interbank
offered rates).
The interest rate on the Notes will in no event be higher than the
maximum rate permitted by the laws of the State of New York, as the same may be
modified by the laws of the United States of general application.
At the request of the holder hereof, the Calculation Agent will
provide to such holder the interest rate then in effect for this Note, if
available, and, if different, the interest rate to be in effect as a result of a
determination made on the most recent Interest Determination Date with respect
to this Note.
Interest payments hereon will include the amount of interest accrued
from and including the most recent Interest Payment Date to which interest has
been paid to but excluding the applicable Interest Payment Date.
Unless otherwise specified herein, all percentages resulting from any
calculation of the rate of interest on this Note will be rounded, if necessary,
to the nearest one hundred-thousandth of a percentage point, with five one-
millionths of a percentage point rounded upward (e.g., 6.526545% (or .06526545)
----
will be rounded upward to 6.52655% (or .0652655)), and all U.S. dollar amounts
used in or resulting from such calculation will be rounded to the nearest cent
(with one-half cent being rounded upward).
3. 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 and
unsubordinated debt obligations of the Company.
4. Payment of Overdue Amounts. The Company shall pay interest,
calculated on the basis of the actual number of days in the relevant interest
period and a 360-day year, on
<PAGE>
6
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.
5. Payment of Additional Amounts; Redemption Upon a Tax Event.
(a) Payment of Additional Amounts. The Company shall pay to the holder of this
Note who is a United States Alien (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 the Notes 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, settler,
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, a personal holding
company or foreign 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 or beneficial owner of this Note, if
such compliance is required by statute or by regulation of the United
States
<PAGE>
7
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
amended (the "Code"), and the regulations that may be promulgated
thereunder) of the Company or (B) a controlled foreign corporation with
respect to the Company within the meaning of the Code; or
(viii) any combination of items (i), (ii), (iii), (iv), (v),
(vi) and (vii) in this Section 5(a);
nor shall any Additional Amounts be paid to any holder who is a fiduciary or
partnership or other than the sole beneficial owner of this Note to the extent
that a beneficiary or settlor with respect to such fiduciary, or a member of
such partnership or a beneficial owner thereof would not have been entitled to
the payment of such Additional Amounts had such beneficiary, settlor, member or
beneficial owner been the holder.
"United States Alien" means any corporation, partnership, individual
or fiduciary that is, as to the United States of America, a foreign corporation,
a non-resident alien individual who has not made a valid election to be treated
as a United States resident, a non-resident fiduciary of a foreign estate or
trust, or a foreign partnership one or more of the members of which is, as to
the United States of America, a foreign corporation, a non-resident alien
individual or a non-resident fiduciary of a foreign estate or trust.
(b) Redemption Upon a Tax Event. The Notes may be redeemed at the
option of the Company in whole, but not in part, on a date (such date, the "Tax
Redemption Date") to be fixed by the Company on not more than 60 days' and not
less than 30 days' notice, at a redemption price equal to 100% of the principal
amount of the Notes (the "Redemption Price") plus accrued but unpaid interest,
if any, thereon, if the Company determines that as a result of any change in or
amendment to the laws, treaties, regulations or rulings of the United States of
America or any political subdivision or taxing authority thereof, or any
proposed change in such laws, treaties, regulations or rulings, or any change in
the official application, enforcement or interpretation of such laws, treaties,
regulations or rulings, including a holding by a court of competent jurisdiction
in the United States of America, or any other action, other than an action
predicated on laws generally known on or before October 31, 2000 except for
proposals before the U.S. Congress before such date, taken by any taxing
authority or a court of competent jurisdiction in the United States of America,
or the official proposal of any such action, whether or not such action or
proposal was taken or made with respect to the Company, (A) the Company has or
will become obligated to pay Additional Amounts or (B) there is a substantial
possibility that the Company will be required to pay such Additional Amounts.
Prior to the publication of any notice of redemption pursuant to
Section 16 hereof, the Company shall deliver to the Trustee (1) an Officers'
Certificate stating that the Company is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to the
rights of the Company so to redeem have occurred and (2) an Opinion of Counsel
to such effect based on such statement of facts.
<PAGE>
8
If the Company elects to redeem the Notes pursuant to this Section
5(b), then it shall give notice to the holders pursuant to Section 16 hereof.
The notice of redemption, shall specify the following:
(i) the Tax Redemption Date;
(ii) a brief statement to the effect that the Notes are being
redeemed at the option of the Company pursuant to this Section 5(b) and a
brief statement of the facts permitting such redemption;
(iii) that on the Tax Redemption Date, the Redemption Price, plus
accrued but unpaid interest on the Notes, if any, will become due and
payable;
(iv) the amount of the Redemption Price and accrued but unpaid
interest, if any, that will be due and payable on the Notes on the Tax
Redemption Date;
(v) the place or places of payment of the amounts due under clause
(iv) above;
(vi) that payment of the amounts due under clause (iv) above will be
made upon presentation and surrender of the Notes; and
(vii) that, following the redemption of the Notes pursuant to this
Section 5(b), interest shall cease to accrue thereon.
The notice of redemption regarding the Notes shall be, at the election
of the Company, given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.
On or before the opening of business on any Tax Redemption Date, the
Company shall deposit with the Trustee or with the Paying Agent or, if the
Company is acting as its own paying agent, segregate and hold in trust as
provided in Section 3.06(c) of the Indenture, an amount of money sufficient to
pay the Redemption Price of, and except if the Tax Redemption Date shall be an
Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed
on the Tax Redemption Date.
The notice of redemption having been given as specified above, the
Notes shall, on the Tax Redemption Date, become due and payable at the
Redemption Price, and from and after such date, unless the Company shall default
in the payment of the Redemption Price and accrued but unpaid interest, if any,
the Notes shall cease to bear interest. Upon surrender of the Notes for
redemption in accordance with such notice, the Notes shall be paid by the
Company at the Redemption Price, together with accrued but unpaid interest, if
any, to the Tax Redemption Date.
If the Notes, having been called for redemption, shall not be so paid
upon surrender thereof for redemption, the Redemption Price shall, until paid,
bear interest from the Tax Redemption Date at the interest rate borne by this
Note at such Tax Redemption Date.
<PAGE>
9
6. Place and Method of Payment. Subject to the last paragraph of
Section 12 hereof, the Company shall pay principal of and interest on the Notes
at the office or agency of the Company in the Borough of Manhattan, The City of
New York; provided, however, that at the option of the Company, the Company may
pay interest by check mailed to the person entitled thereto at such person's
address as it appears on the register of the Company.
7. Defeasance of the Notes. Section 11.05 of the Indenture shall
apply to the Notes.
8. No Redemption; Sinking Fund. The Notes are not redeemable prior
to maturity, other than as set forth in Section 5(b) hereof, and are not subject
to a sinking fund.
9. Amendment and Modification. Article Nine of the Indenture
contains provisions for the amendment or modification of the Indenture and the
Notes without the consent of the holders in certain circumstances and requiring
the consent of holders of not less than 66 1/3% in aggregate principal amount of
the Notes and Securities of other series that would be affected in certain other
circumstances. However, the Indenture requires the consent of each holder of the
Notes and Securities of other series that would be affected for certain
specified amendments or modifications of the Indenture and the Notes. These
provisions of the Indenture, which provide for, among other things, the
execution of supplemental indentures, are applicable to the Notes.
10. Default; Waiver; Enforcement. (a) If an Event of Default with
respect to the Notes shall have occurred and be continuing, the principal of all
outstanding Notes may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture. The Indenture provides that in the event of such a
declaration, the holders of a majority in aggregate principal amount of all of
the Notes then outstanding, voting as a separate class (or, in certain cases,
some or all of the other Securities then outstanding, voting as a single class),
in accordance with the provisions of, and in the circumstances provided by, the
Indenture, may rescind the declaration and its consequences and the related
default and its consequences may be waived with respect to all of the Notes. The
Indenture also provides that the holders of a majority in aggregate principal
amount of the Notes at the time outstanding may, on behalf of the holders of all
of the Notes, waive, prior to such a declaration, any past default under the
Indenture with respect to the Notes and its consequences, except a default in
the payment of principal of or interest on any Note.
(b) As provided in and subject to the provisions of the Indenture, no
holder of this Note shall have the right to institute any suit, action or
proceeding with respect to the Indenture, or for appointment of any receiver or
trustee or for any other remedy thereunder, unless such holder previously shall
have given the Trustee written notice of default and the continuance thereof,
the holders of not less than 25% in aggregate principal amount of the Notes then
outstanding shall have made written request to the Trustee to institute such
suit, action or proceeding and shall have offered to the Trustee reasonable
indemnity and the Trustee, for 60 days after the receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute the same
and shall not have received any direction inconsistent therewith from the
holders of a majority in aggregate principal amount of all affected Securities
then outstanding (which holders, voting as a single class, shall be entitled to
direct the time, method
<PAGE>
10
and place of conducting any proceeding for any remedy available to the Trustee
with respect to the Notes); provided, however, that, pursuant to the Indenture,
each of the holders of the Notes covenants that no one or more holders of the
Notes shall have any right in any manner whatsoever by virtue or by availing of
any provision of the Indenture to affect, disturb or prejudice the rights of any
other holders of the Notes or to obtain or seek to obtain priority over or
preference to any other holders of the Notes or to enforce any rights under the
Indenture except as provided in the Indenture and for the equal, ratable and
common benefit of all of the holders of the Notes.
(c) Any consent, waiver or other action by the holder of this Note
provided pursuant to this Note or the Indenture (unless effectively revoked as
provided in the Indenture) shall be conclusive and binding upon such holder and
upon all future holders of this Note and of any Note issued in exchange or
substitution herefor, irrespective of whether or not any notification of such
consent or waiver is made upon this Note or such other Note.
11. Absolute Obligation. No reference herein to the Indenture and no
provisions of the Notes or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the time and in the coin or currency
herein prescribed.
12. Form and Denominations; Global Notes; Certificated Notes. The
Notes are being issued in registered form without coupons in denominations of
$1,000 and multiples of $1,000.
The Notes have been issued in the form of global notes (each, a
"Global Note"), evidencing all or any portion of the Notes and registered in the
name of The Depository Trust Company ("DTC") or its nominee (including their
respective successors).
The Company shall only issue the Notes in certificated form (each such
note, a "Certificated Note"), or exchange Global Notes for Certificated Notes,
if:
(a) DTC either (1) has notified the Company that it is unwilling
or unable to continue as depositary or (2) has ceased to be a clearing
agency registered under the Securities Exchange Act of 1934, as amended,
and, after the Company receives notice or becomes aware of such
ineligibility or unwillingness, the Company has not appointed a successor
depositary within 90 days of either event set forth in this clause (a);
(b) there shall have occurred and be continuing an Event of Default
with respect to the Notes; or
(c) the Company decides that the Notes shall no longer be represented
by Global Notes.
If the Company is required, or decides, to issue Certificated Notes,
then the Company shall issue, pursuant to Sections 2.04 and 2.05 of the
Indenture, Certificated Notes in exchange for Global Notes, and such
Certificated Notes shall have an aggregate principal amount equal to the
aggregate principal amount of the Global Notes to be exchanged; provided,
however, that if DTC surrenders Global Notes in exchange for Certificated Notes,
in whole or in part, then
<PAGE>
11
the Company shall issue Certificated Notes, pursuant to Sections 2.04 and 2.05
of the Indenture, to:
(a) each person specified by DTC as requested by such person in
aggregate principal amount equal to, and in exchange for, such person's
beneficial ownership interest in the Global Note; and
(b) DTC in a denomination equal to the difference, if any, between
the principal amount of the surrendered Global Note and the aggregate
principal amount of Certificated Notes delivered to the holders thereof
pursuant to the immediately preceding clause (a).
In addition, if the Company issues Certificated Notes, then the
Company will make payments of principal of and interest on the Notes to the
holders thereof in whose names the Certificated Notes are registered at the
close of business, as the case may be, on the maturity of the Notes and on the
Record Dates, respectively. If the Notes are represented by Certificated Notes,
then the Company will make payments of principal against the surrender of these
Certificated Notes at the office of the Paying Agent in the Borough of
Manhattan, The City of New York. The Company will make payments of interest on
the Notes to holders by check delivered to the addresses of the holders as their
addresses appear on the register of the Company or by transfer to an account
maintained by that holder with a bank located in the United States.
13. Registration; Transfer and Exchange; Registration of Transfer and
Exchange. As provided in the Indenture and subject to certain limitations
therein set forth, the Company shall provide for the registration of the Notes
and the transfer and exchange of the Notes, whether in global or certificated
form. At the option of the holders, either at the office or agency to be
designated and maintained by the Company for such purpose in the Borough of
Manhattan, The City of New York or in the City of Chicago, Illinois, or at any
of such other offices or agencies as may be designated and maintained by the
Company for such purpose pursuant to the provisions of the Indenture, and in the
manner and subject to the limitations provided in the Indenture, but without the
payment of any service charge, except for any tax or other governmental charges
imposed in connection therewith subject to Section 5 hereof, the Notes may be
transferred or exchanged for an equal aggregate principal amount of the Notes of
like tenor and of other authorized denominations upon surrender and cancellation
of the Notes upon any such transfer.
The Company, the Trustee, and any agent of the Company or of the
Trustee may deem and treat the holder as the absolute owner of this Note
(whether or not the Notes shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payments
hereon, or on account hereof, and for all other purposes, and neither the
Company nor the Trustee nor any agent of the Company or of the Trustee shall be
affected by any notice to the contrary. All such payments made to or upon the
order of such holder shall, to the extent of the amount or amounts paid,
effectually satisfy and discharge liability for moneys payable on this Note.
The following provisions shall apply regarding the registration of
transfer or exchange of a Global Note:
<PAGE>
12
(a) Notwithstanding any other provision of the Indenture or the
Notes, a Global Note may not be exchanged in whole or in part for Notes
registered, and no transfer of a Global Note in whole or in part may be
registered, in the name of any person other than DTC or a nominee thereof
unless the limited circumstances set forth in the third paragraph of
Section 12 hereof shall have occurred.
(b) Subject to clause (a) of this paragraph, any exchange of a
Global Note for other Notes may be made in whole or in part, and all Notes
issued in exchange for a Global Note or any portion of a Global Note shall
be registered in such names and delivered to such persons as DTC shall
direct.
(c) Every Note authenticated and delivered upon registration or
transfer of, or in exchange for or in lieu of, a Global Note or any portion
hereof shall be issued and authenticated in the form of, and shall be, a
Global Note, shall bear such legends as DTC may require and shall be
delivered to DTC or a nominee thereof or custodian therefor, unless such
Note is registered in the name of a person other than DTC or a nominee
thereof.
If the Company issues Certificated Notes, the following provisions
regarding the registration, transfer and exchange of Certificated Notes shall
apply:
(a) Each time, if any, that the Company transfers or exchanges a new
Certificated Note for another Certificated Note, and after the Transfer
Agent receives a completed assignment form, then (A) the Registrar (as
defined below) will record such transfer on the register of the Company and
(B) the Company will make available for delivery the new Certificated Note,
authenticated pursuant to Section 2.04 of the Indenture, at, as the case
may be, the office of the Transfer Agent in, at the option of the holder,
the Borough of Manhattan, The City of New York or the City of Chicago,
Illinois. Alternatively, at the option of the person requesting the
transfer or exchange, the Company will mail, at that person's risk, the new
Certificated Note to the address of that person which is specified in the
assignment form.
(b) Upon the exchange of a Global Note for a Certificated Note, (i)
the Transfer Agent in, at the option of the holder, the Borough of
Manhattan, The City of New York or the City of Chicago, Illinois, will
cancel the Global Note so exchanged and (ii) the Registrar will register
the Certificated Notes issued in exchange for Global Notes pursuant to the
first two paragraphs of this Section 13 in such names and in such
authorized denominations as the depositary for such Global Notes being
exchanged shall instruct the Registrar.
(c) The holder of any Certificated Note may transfer such Note in
whole or in part upon the surrender of the Certificated Note to be
transferred, together with a completed and executed assignment form
endorsed on such Certificated Note, at the office of the Transfer Agent in,
at the option of the holder, the Borough of Manhattan, The City of New York
or the City of Chicago, Illinois.
<PAGE>
13
14. No Recourse Against Others. No recourse for the payment of the
principal of or the interest on the Notes, or for any claim based hereon or
otherwise in respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any supplemental
indenture or in any Note, or because of the creation of any debt obligations
represented hereby or thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
15. Appointment of Agents. Bank One Trust Company, NA is hereby
appointed the registrar for the purpose of registering the Notes and transfers
and exchanges of the Notes pursuant to the Indenture and this Note (the
"Registrar"), paying agent pursuant to Section 3.06 of the Indenture (the
"Paying Agent") and transfer agent (the "Transfer Agent") with respect to the
Notes at its offices in the Borough of Manhattan, The City of New York and in
the City of Chicago, Illinois.
16. Notices. If the Company is required to give notice to the
holders of the Notes, then it shall do so by (a) publication and (b) mail.
The Company shall give notices to the holders of the Notes by
publication in a leading daily newspaper in The City of New York and in London.
Initially, such publication shall be made in The City of New York in The Wall
Street Journal and in London in the Financial Times. Any notice shall be deemed
to have been given on the date of publication or, if published more than once,
on the date of the first publication.
The Company shall give notice to the holders of the Notes by mail by
the following methods:
(a) if the Notes are represented by registered Global Notes, then
the Company shall mail the notice to DTC by overnight mail; and
(b) if the Notes have been exchanged for a Certificated Note,
then the Company shall mail the notice by first class mail, postage pre-
paid or by overnight courier to the address of the holder as set forth in
the register of the Company.
Any such notice shall be conclusively presumed to have been received by such
holders. In any case where notice to any of the holders of the Notes is given
by mail, neither the failure to mail such notice to any of the holders nor any
defect in any notice so mailed to any of the holders shall affect the
sufficiency of such notice with respect to the other holders of the Notes. In
the event of suspension of regular mail service or for any other reason it shall
be impracticable to give such notice by mail, then such a notification as shall
be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. Notice to any holder by mail will be
deemed to have been given on the date of such mailing.
Where the Indenture or the Notes provide for notice in any manner,
such notice may be waived in writing by the person entitled to receive such
notice, either before or after the
<PAGE>
14
event, and such waiver shall be the equivalent of such notice. Waivers of notice
by the holder of this Note shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.
All requests, demands, authorizations, directions, notices, consents,
waivers and other communications required or permitted under the Indenture and
the Notes shall be in writing in the English language.
17. Separability. In case any provision of the Indenture or the
Notes shall, for any reason, be held to be invalid, illegal or unenforceable,
then the validity, legality and enforceability of the remaining provisions
thereof and hereof shall not in any way be affected or impaired thereby.
18. GOVERNING LAW. THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
ASSIGNMENT FORM
To assign this Note, fill in the form below:
For the value received, the undersigned hereby assigns and transfers the
within Note, and all rights thereunder, to:
--------------------------------------------------------------------- (Insert
assignee's legal name)
--------------------------------------------------------------------- (Insert
assignee's social security or tax identification number)
--------------------------------------------------------------------- (Print or
type assignee's name, address and zip code)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
and irrevocably appoint
-------------------------------------------------------
to transfer this Note on the books of Wal-Mart Stores, Inc. The agent may
substitute another to act for it.
Your Signature:
---------------------------------------------------
(Sign exactly as your name appears on the face of this Note)
Date:
--------------------
Signature Guarantee
The signature(s) should be Guaranteed by an Eligible Guarantor Institution
pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
* * * * *
The following abbreviations, when used in the inscription on the face of
the within Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT ENT - as joint tenants with right
of survivorship and not as
tenants in common
___________ UNIF GIFT MIN ACT - ______ Custodian ______ under the Uniform
Gifts to Minors Act _____
(Cust) (Minor) (State)
Additional abbreviations may also be used although not in the above list.
