{"id":41352,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/undewriting-agreement-wal-mart-stores-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"undewriting-agreement-wal-mart-stores-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/undewriting-agreement-wal-mart-stores-inc.html","title":{"rendered":"Undewriting Agreement – Wal-Mart Stores, Inc."},"content":{"rendered":"

WAL-MART STORES, INC. <\/strong><\/p>\n

DEBT SECURITIES <\/strong><\/p>\n

UNDERWRITING AGREEMENT <\/strong><\/p>\n

April 11, 2011<\/p>\n

The Underwriters Listed on Schedule I<\/p>\n

to the applicable Pricing Agreement (as defined herein)<\/p>\n

Ladies and Gentlemen:<\/p>\n

From time to time WAL-MART STORES, INC., a Delaware
\ncorporation (the “Company”), proposes to enter into one or more Pricing
\nAgreements (each, a “Pricing Agreement”) in the form of Annex I hereto, with
\nsuch additions and deletions as the parties thereto may determine, and, subject
\nto the terms and conditions stated herein and therein, to issue and sell to the
\nfirms named in Schedule I to the applicable Pricing Agreement (such firms
\nconstituting the “Underwriters” with respect to such Pricing Agreement and the
\nsecurities specified therein) certain of its debt securities (the “Securities”)
\nspecified in Schedule II to such Pricing Agreement (with respect to such Pricing
\nAgreement, the “Designated Securities”).<\/p>\n

The terms of any particular issuance of Designated Securities
\nand the rights of the holders of such Designated Securities shall be as
\nspecified in the applicable Pricing Agreement and in or pursuant to the
\nindenture (the “Indenture”) identified in such Pricing Agreement. References in
\nthis Agreement to “the Pricing Agreement” are to the applicable Pricing
\nAgreement relating to the particular issuance and sale of Designated Securities
\nspecified therein.<\/p>\n

1. Introduction<\/u>. Particular sales of Designated
\nSecurities may be made from time to time to the Underwriters of such Designated
\nSecurities, for whom the firms designated as representatives of the Underwriters
\nof such Designated Securities in the Pricing Agreement will act as
\nrepresentatives (the “Representatives”). The term “Representatives” also refers
\nto a single firm acting as sole representative of the Underwriters and to
\nUnderwriters who act without any firm being designated as their representative.
\nThis Underwriting Agreement shall not be construed as an obligation of the
\nCompany to sell any of the Securities or as an obligation of any Underwriter to
\npurchase any of the Securities. The obligation of the Company to issue and sell
\nany of the Securities shall be evidenced by the Pricing Agreement with respect
\nto the Designated Securities specified therein. The Pricing Agreement shall
\nspecify, with respect to the purchase and sale of the Designated Securities
\npursuant thereto, (a) in Schedule I thereto (i) the names of the Underwriters of
\nthe Designated Securities and (ii) the principal amount of Designated Securities
\nto be purchased by each Underwriter at the Time of Delivery (as defined in
\nSection 4 hereof) and (b) in Schedule II thereto (i) the title or titles of the
\nDesignated Securities, (ii) the aggregate principal amount or amounts of the
\nDesignated Securities, (iii) the price or prices of the Designated Securities to
\nthe public, (iv) the purchase price or prices of the Designated Securities to
\nthe Underwriters, and, to the extent applicable, any selling concession or
\nconcessions and reallowance concession or concessions applicable to the
\nUnderwriters and dealers, as the case may be, (v) specified funds, if not
\nimmediately available funds, for payment<\/p>\n<\/p>\n

\n

of the purchase price for the Designated Securities, (vi) the
\ntitle of the Indenture under which the Designated Securities are being issued,
\n(vii) the maturity or maturities of the Designated Securities, (viii) the
\ninterest rate or rates of the Designated Securities or the manner in which the
\ninterest rate or rates are to be determined, (ix) the interest payment dates of
\nthe Designated Securities, (x) the record dates for the payment of interest on
\nthe Designated Securities, (xi) the redemption provisions, if any, of the
\nDesignated Securities, (xii) the sinking fund provisions, if any, of the
\nDesignated Securities, (xiii) the Time of Delivery, (xiv) the closing location
\nwith respect to the closing of the sale of the Designated Securities pursuant to
\nthis Agreement and the Pricing Agreement, (xv) the name or names and address or
\naddresses of the Representatives of the Underwriters, (xvi) such other terms,
\nconditions and other provisions of the Designated Securities as are established
\nin accordance with the Indenture and (xvii) such other terms, conditions and
\nother provisions that supplement, amend or modify this Agreement with respect to
\nthe Designated Securities or the Indenture. The Pricing Agreement shall be in
\nthe form of an executed writing (which may be in counterparts), and may be
\nevidenced by an exchange of telegraphic communications or any other rapid
\ntransmission device designed to produce a written record of communications
\ntransmitted. The obligations of the Underwriters under this Agreement and the
\nPricing Agreement shall be several and not joint.<\/p>\n

2. Representations, Warranties and Agreements of the
\nCompany<\/u>. The Company represents and warrants to, and agrees with, each of
\nthe Underwriters that:<\/p>\n

(a) An “automatic shelf registration statement” (as defined
\nin Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”))
\nin respect of the Securities (File No. 333-156724) has been filed on Form S-3
\nwith the Securities and Exchange Commission (the “Commission”); such
\nregistration statement and any post-effective amendment thereto, each in the
\nform heretofore delivered or to be delivered to the Representatives and,
\nexcluding exhibits to such registration statement but including all documents
\nincorporated by reference in each prospectus contained therein, delivered to the
\nRepresentatives for each of the other Underwriters, became effective under the
\nSecurities Act upon filing with the Commission; no other document with respect
\nto such registration statement or any such document incorporated by reference
\ntherein has heretofore been filed or transmitted for filing with the Commission
\nexcept for (i) any prospectuses, preliminary prospectus supplements, prospectus
\nsupplements, documents incorporated by reference therein and final term sheets
\nconstituting issuer free writing prospectuses for purposes of Rule 433 under the
\nSecurities Act previously filed in connection with the offer and sale of
\nSecurities (other than the Designated Securities) pursuant to such registration
\nstatement, (ii) any prospectus and preliminary prospectus supplement relating to
\nthe Designated Securities and (iii) any other documents identified in the
\nPricing Agreement with respect to the Designated Securities; no stop order
\nsuspending the effectiveness of such registration statement or any
\npost-effective amendment thereto has been issued, no proceeding for that purpose
\nhas been initiated or threatened by the Commission, and no notice of objection
\nof the Commission to the use of such registration statement or any
\npost-effective amendment thereto for the registration of the offer and sale of
\nthe Securities by the Company pursuant to Rule 401(g)(2) under the Securities
\nAct has been received by the Company (the base prospectus filed as part of such
\nregistration statement, in the form in which it has most recently been filed
\nwith the Commission prior to or on the date of the Pricing Agreement relating to
\nthe Designated Securities, being hereinafter called the “Base Prospectus”; any
\npreliminary prospectus<\/p>\n<\/p>\n

2<\/p>\n<\/p>\n

\n

(including any preliminary prospectus supplement) relating to
\nthe Designated Securities filed with the Commission pursuant to Rule 424(b)
\nunder the Securities Act, being hereinafter called a “Preliminary Prospectus”;
\nthe various parts of such registration statement, including all exhibits thereto
\n(other than the Form T-1 of The Bank of New York Mellon Trust Company, N.A.) and
\nany prospectus supplement relating to the Designated Securities that is filed
\nwith the Commission and deemed by Rule 430B under the Securities Act to be part
\nof such registration statement, each at the time such part of such registration
\nstatement became effective, being hereinafter called the “Registration
\nStatement”; the Base Prospectus, as amended or supplemented immediately prior to
\nthe Applicable Time (as defined in Section 2(d) hereof), including, without
\nlimitation, any Preliminary Prospectus relating to the Designated Securities,
\nbeing hereinafter called the “Pricing Prospectus”; the form of the final
\nprospectus (including the final prospectus supplement) relating to the
\nDesignated Securities filed with the Commission pursuant to Rule 424(b) under
\nthe Securities Act in accordance with Section 5(a) hereof being hereinafter
\ncalled the “Prospectus”; any reference herein to the Base Prospectus, any
\nPreliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed
\nto refer to and include the documents incorporated by reference therein pursuant
\nto Item 12 of Form S-3 under the Securities Act, as of the date of such
\nprospectus; any reference to any amendment or supplement to the Base Prospectus,
\nany Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be
\ndeemed to refer to and include any documents filed after the date of such
\nprospectus under the Securities Exchange Act of 1934, as amended (the “Exchange
\nAct”), and incorporated by reference in such prospectus; any reference to any
\namendment to the Registration Statement shall be deemed to refer to and include
\nany annual report on Form 10-K of the Company filed pursuant to Section 13(a) or
\n15(d) of the Exchange Act after the applicable effective date of the
\nRegistration Statement and that is incorporated by reference in the Registration
\nStatement; and any “issuer free writing prospectus” (as defined in Rule 433(h)
\nunder the Securities Act) relating to the Designated Securities being
\nhereinafter referred to as an “Issuer Free Writing Prospectus”);<\/p>\n

(b) The documents incorporated by reference in the Pricing
\nProspectus and the Prospectus or any amendment or supplement thereto, when they
\nbecame effective or were filed with the Commission, as the case may be,
\nconformed in all material respects to the requirements of the Securities Act or
\nthe Exchange Act, as applicable, and the rules and regulations of the Commission
\nthereunder, and none of such documents contained an untrue statement of a
\nmaterial fact or omitted to state a material fact required to be stated therein
\nor necessary to make the statements therein not misleading; and any further
\ndocuments so filed and incorporated by reference in the Prospectus or any
\nfurther amendment or supplement thereto, when such documents become effective or
\nare filed with the Commission, as the case may be, will conform in all material
\nrespects to the requirements of the Securities Act or the Exchange Act, as
\napplicable, and the rules and regulations of the Commission thereunder and will
\nnot contain an untrue statement of a material fact or omit to state a material
\nfact required to be stated therein or necessary to make the statements therein
\nnot misleading; provided, however<\/em>, that this representation and
\nwarranty shall not apply to any statements or omissions made in reliance upon
\nand in conformity with information furnished in writing to the Company by an
\nUnderwriter of Designated Securities through the Representatives expressly for
\nuse therein;<\/p>\n<\/p>\n

3<\/p>\n<\/p>\n

\n

(c) The Registration Statement and the Pricing Prospectus
\nconform, and the Prospectus and any further post-effective amendments to the
\nRegistration Statement and the Prospectus will conform, as of the date on which
\nthey become effective or are filed with the Commission, as the case may be, in
\nall material respects to the requirements of the Securities Act and the Trust
\nIndenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and
\nregulations of the Commission thereunder, and do not and will not, as of the
\napplicable effective dates as to the Registration Statement and any
\npost-effective amendments thereto, as of the applicable filing date as to the
\nPricing Prospectus and as of the applicable filing date and the Time of Delivery
\nas to the Prospectus and any amendment or supplement thereto, contain an untrue
\nstatement of a material fact or omit to state a material fact required to be
\nstated therein or necessary to make the statements therein not misleading;
\nprovided, however<\/em>, that this representation and warranty shall not
\napply to any statements or omissions made in reliance upon and in conformity
\nwith information furnished in writing to the Company by an Underwriter of
\nDesignated Securities through the Representatives expressly for use therein;\n<\/p>\n

(d) The Pricing Prospectus, together with the pricing terms
\nfor the offering of the Designated Securities and the terms and conditions of
\nthe Designated Securities specified in the Final Term Sheet (as defined in
\nSection 5(a) hereof) prepared and filed pursuant to Section 5(a) hereof, did
\nnot, as of the time and date designated in the Pricing Agreement as the
\n“Applicable Time” (which the Company and the Representatives have agreed is, as
\nto the issue and sale of the Designated Securities, immediately prior to the
\ntime when sales of the Designated Securities to the public are to be first
\nconfirmed orally or in writing), contain an untrue statement of a material fact
\nor omit to state a material fact necessary to make the statements therein, in
\nthe light of the circumstances under which they were made, not misleading;
\nprovided, however<\/em>, that this representation and warranty shall not
\napply to any statements or omissions made in reliance upon and in conformity
\nwith information furnished in writing to the Company by an Underwriter of
\nDesignated Securities through the Representatives expressly for use therein;\n<\/p>\n

(e) The Company has been, since the initial filing of the
\nRegistration Statement, and continues to be a “well-known seasoned issuer” and
\nhas not been, since such filing of the Registration Statement, and continues not
\nto be an “ineligible issuer” (as such terms are defined in Rule 405 under the
\nSecurities Act); and the Company is not the subject of a pending proceeding
\nunder Section 8A of the Securities Act;<\/p>\n

(f) The Company has not made (other than, if applicable, as
\nlisted on Schedule II to the Pricing Agreement), and will not make (other than
\nthe Final Term Sheet prepared and filed pursuant to Section 5(a) hereof with
\nrespect to the Designated Securities), any offer relating to the Designated
\nSecurities that would constitute a “free writing prospectus” (as defined in Rule
\n405 under the Securities Act), without the prior consent of the Representatives;
\nthe Company will comply with the requirements of Rule 433 under the Securities
\nAct with respect to any such free writing prospectus; any such free writing
\nprospectus will not, as of its issue date and through the Time of Delivery for
\nsuch Designated Securities, include any information that conflicts with the
\ninformation contained in the Registration Statement, the Pricing Prospectus or
\nthe Prospectus; and any such free writing prospectus, when taken together with
\nthe information contained in the Registration Statement, the Pricing Prospectus
\nor the Prospectus, did not, when issued<\/p>\n<\/p>\n

4<\/p>\n<\/p>\n

\n

or filed pursuant to Rule 433 under the Securities Act, and
\ndoes not contain an untrue statement of a material fact or omit to state a
\nmaterial fact necessary to make the statements therein, in the light of the
\ncircumstances under which they were made, not misleading;<\/p>\n

(g) Neither the Company nor any of the corporations,
\ncompanies or other entities of which the Company owns, directly or indirectly, a
\nmajority of the outstanding equity interests or which the Company otherwise
\ncontrols (collectively, the “Subsidiaries”) has sustained, since the date of the
\nlatest audited financial statements included or incorporated by reference in the
\nPricing Prospectus and the Prospectus, any loss or interference with its
\nbusiness from fire, explosion, flood or other calamity, whether or not covered
\nby insurance, or from any labor dispute or court or governmental action, order
\nor decree that was or is material to the general affairs, management, financial
\nposition, shareholders153 equity, results of operations or internal control over
\nfinancial reporting of the Company and its Subsidiaries considered as one
\nenterprise, otherwise than as set forth in the Pricing Prospectus; and, since
\nthe respective dates as of which information is given in the Pricing Prospectus
\nand the Prospectus, there has not been any material change in the capital stock
\nor long-term debt of the Company and its Subsidiaries or any material adverse
\nchange, or any development involving a prospective material adverse change, in
\nor affecting the general affairs, management, financial position, shareholders153
\nequity, results of operations or internal control over financial reporting of
\nthe Company and its Subsidiaries considered as one enterprise, otherwise than as
\nset forth in the Pricing Prospectus and the Prospectus;<\/p>\n

(h) The Company and its Subsidiaries have all ownership
\nrights in all of the real property and all of the personal property owned by
\nthem, in each case free and clear of all liens, encumbrances and defects in
\ntitle except such as are described in the Pricing Prospectus and the Prospectus
\nor such as do not, individually or in the aggregate, materially and adversely
\naffect the general affairs, management, financial position, shareholders153
\nequity, results of operations or internal control over financial reporting of
\nthe Company and its Subsidiaries considered as one enterprise and do not
\ninterfere with the use made and proposed to be made of such property by the
\nCompany and its Subsidiaries; and any real property and buildings held under
\nlease or equivalent agreement by the Company and its Subsidiaries are held by
\nthem under valid, subsisting and enforceable leases or equivalent agreements
\nwith such exceptions as do not, individually or in the aggregate, materially and
\nadversely affect the general affairs, management, financial position,
\nshareholders153 equity, results of operations or internal control over financial
\nreporting of the Company and its Subsidiaries considered as one enterprise;<\/p>\n

(i) The Company and its Subsidiaries own or possess, or can
\nacquire on reasonable terms, adequate trademarks, service marks and trade names
\nnecessary to conduct the business now operated by them, and neither the Company
\nnor any of its Subsidiaries has received any notice of infringement of or
\nconflict with asserted rights of others with respect to any trademarks, service
\nmarks or trade names that, individually or in the aggregate, if the subject of
\nan unfavorable decision, ruling or finding, would materially and adversely
\naffect the general affairs, management, financial position,<\/p>\n<\/p>\n

5<\/p>\n<\/p>\n

\n

shareholders153 equity, results of operations or internal
\ncontrol over financial reporting of the Company and its Subsidiaries considered
\nas one enterprise;<\/p>\n

(j) The Company has been duly incorporated and is validly
\nexisting as a corporation in good standing under the laws of the State of
\nDelaware, with power and authority (corporate and other) to own its properties
\nand conduct its business as described in the Pricing Prospectus and the
\nProspectus, and has been duly qualified as a foreign corporation for the
\ntransaction of business and is in good standing under the laws of each other
\njurisdiction in which it owns or leases properties, or conducts any business, so
\nas to require such qualification, or is subject to no material liability or
\ndisability by reason of the failure to be so qualified in any such jurisdiction;
\nand each Subsidiary of the Company has been duly incorporated, organized or
\nformed and is validly existing and (if applicable) in good standing under the
\nlaws of its jurisdiction of incorporation, organization or formation;<\/p>\n

(k) The Company has an authorized capitalization as set forth
\nin the Pricing Prospectus and the Prospectus; all of the issued and outstanding
\nshares of capital stock of the Company have been duly and validly authorized and
\nissued and are fully paid and nonassessable; and all of the issued shares of
\ncapital stock or equivalent equity interests of each Subsidiary of the Company
\nhave been duly and validly authorized and issued, are fully paid and
\nnonassessable or are assessable for amounts of additional capital not material
\nto the Company and its Subsidiaries considered as one enterprise and are owned
\ndirectly or indirectly by the Company, except as set forth in the Pricing
\nProspectus and the Prospectus and except that, as of the date hereof, the
\nCompany owns, directly or indirectly, more than a majority, but less than all,
\nof the issued and outstanding shares of capital stock or equivalent equity
\ninterests in Wal-Mart de Mexico, S.A. de C.V., Wal-Mart Central America,
\nDistribuc -on y Servicios (D&S), S.A., the corporations through which the
\nCompany conducts a portion of its business in China, Wal-Mart Real Estate
\nBusiness Trust and certain other of its Subsidiaries as to which the minority
\ninterests therein are not material to the operations of the Company and its
\nSubsidiaries considered as one enterprise; and the shares of capital stock or
\nequivalent equity interests of the Subsidiaries owned by the Company are free
\nand clear of all liens, encumbrances, equities or claims, except as set forth in
\nthe Pricing Prospectus and the Prospectus and except as do not, individually or
\nin the aggregate, materially and adversely affect the general affairs,
\nmanagement, financial position, shareholders153 equity, results of operations or
\ninternal control over financial reporting of the Company and its Subsidiaries
\nconsidered as one enterprise;<\/p>\n

(l) The Designated Securities have been duly authorized, and,
\nwhen such Designated Securities are issued and delivered pursuant to this
\nAgreement and the Pricing Agreement, such Designated Securities will have been
\nduly executed, authenticated, issued and delivered and will constitute valid and
\nlegally binding obligations of the Company, enforceable against the Company in
\naccordance with their terms, subject, as to enforcement, to bankruptcy,
\ninsolvency, reorganization and other laws of general applicability relating to
\nor affecting creditors153 rights and to general equity principles, and entitled to
\nthe benefits provided by the Indenture; the Indenture has been duly authorized,
\nexecuted and delivered, and duly qualified under the Trust Indenture Act and
\nconstitutes<\/p>\n<\/p>\n

6<\/p>\n<\/p>\n

\n

a valid and legally binding instrument of the Company,
\nenforceable against the Company in accordance with its terms, subject, as to
\nenforcement, to bankruptcy, insolvency, reorganization and other laws of general
\napplicability relating to or affecting creditors153 rights and to general equity
\nprinciples; and the Indenture conforms, and the Designated Securities will
\nconform, to the descriptions thereof contained in the Pricing Prospectus (taken
\ntogether with the Final Term Sheet) and the Prospectus;<\/p>\n

(m) This Agreement has been duly authorized, executed and
\ndelivered, and the Pricing Agreement will be duly authorized, executed and
\ndelivered on the date thereof, by the Company;<\/p>\n

(n) The issue and sale of the Designated Securities and the
\ncompliance by the Company with all of the provisions of the Designated
\nSecurities, the Indenture, this Agreement and the Pricing Agreement, and the
\nconsummation of the transactions herein and therein contemplated will not
\nconflict with or result in a breach or violation of any of the terms or
\nprovisions of, or constitute a default under, any indenture, mortgage, deed of
\ntrust, loan agreement or other agreement or instrument to which (i) the Company
\nis a party or by which the Company is bound or to which any of the property or
\nassets of the Company is subject or (ii) any of the Company153s Subsidiaries is a
\nparty or by which any of its Subsidiaries is bound or to which any of the
\nproperty or assets of any of its Subsidiaries is subject, which conflict,
\nbreach, violation or default, in the case of this clause (ii) (but not clause
\n(i)), would materially and adversely affect the general affairs, management,
\nfinancial position, shareholders153 equity, results of operations or internal
\ncontrol over financial reporting of the Company and its Subsidiaries considered
\nas one enterprise, nor will such action result in any violation of the
\nprovisions of the Restated Certificate of Incorporation or Amended and Restated
\nBylaws of the Company, each as amended to date, or any statute or any order,
\nrule or regulation of any court or governmental agency or body having
\njurisdiction over the Company or any of its Subsidiaries or any of their
\nproperties; and no consent, approval, authorization, order, registration or
\nqualification of or with any such court or governmental agency or body is
\nrequired for the issue and sale of the Designated Securities or the consummation
\nby the Company of the transactions contemplated by this Agreement or the Pricing
\nAgreement or the Indenture, except (i) such as have been, or will have been
\nprior to the Time of Delivery, obtained under the Securities Act and the Trust
\nIndenture Act, (ii) such, if any, as have been, or will have been prior to the
\nTime of Delivery, obtained under securities laws and regulations of the European
\nUnion or any foreign country to which the Company is, has or will become subject
\ndue to actions taken, or omitted, by the Company or by the Underwriters with the
\nknowledge of the Company and (iii) such consents, approvals, authorizations,
\nregistrations or qualifications as may be required under state securities or
\n“Blue Sky” laws in connection with the purchase and distribution of the
\nDesignated Securities by the Underwriters;<\/p>\n

(o) Other than as set forth in the Pricing Prospectus and the
\nProspectus, there are no legal or governmental proceedings pending to which the
\nCompany or any of its Subsidiaries is a party or of which any property of the
\nCompany or any of its Subsidiaries is the subject that, if determined adversely
\nto the Company or any of its Subsidiaries, would, individually or in the
\naggregate, have a material adverse effect on the general affairs, management,
\nfinancial position, shareholders153 equity, results of operations or<\/p>\n<\/p>\n

7<\/p>\n<\/p>\n

\n

internal control over financial reporting of the Company and
\nits Subsidiaries considered as one enterprise; and, to the best of the Company153s
\nknowledge, no such proceedings are threatened or contemplated by governmental
\nauthorities or others; and<\/p>\n

(p) Ernst & Young LLP, which has audited and reported on
\ncertain financial statements of the Company and its Subsidiaries and the
\nCompany153s internal control over financial reporting, is an independent
\nregistered public accounting firm with respect to the Company and its
\nSubsidiaries as required by the Securities Act and the Exchange Act and the
\nrules and regulations of the Commission and the Public Company Accounting
\nOversight Board.<\/p>\n

For purposes of this Section 2 as well as for Section 8
\nhereof, references to “the Pricing Prospectus and the Prospectus” are to each of
\nsuch prospectuses as a separate or stand-alone document (and not the two such
\nprospectuses taken together), so that representations, warranties, agreements,
\nconditions and legal opinions will be made, given or measured independently in
\nrespect of each of the Pricing Prospectus and the Prospectus.<\/p>\n

3. Offer and Sale of Designated Securities<\/u>. Upon the
\nexecution of the Pricing Agreement applicable to the Designated Securities and
\nauthorization by the Representatives of the release of such Designated
\nSecurities, the several Underwriters propose to offer such Designated Securities
\nfor sale upon the terms and conditions set forth in the Prospectus.<\/p>\n

4. Payment and Settlement for Designated Securities<\/u>.
\nDesignated Securities to be purchased by each Underwriter pursuant to the
\nPricing Agreement, in definitive form to the extent practicable, and in such
\nauthorized denominations and registered in such name or names as the
\nRepresentatives may request upon at least twenty-four hours153 prior notice to the
\nCompany, shall be delivered by or on behalf of the Company to the
\nRepresentatives, against payment by such Underwriter or on its behalf of the
\npurchase price therefor by one or more wire transfers in immediately available
\nfunds (or such other funds as specified in the Pricing Agreement), payable to
\nthe order of the Company, all at the place and time and date specified in the
\nPricing Agreement or at such other place and time and date as the
\nRepresentatives and the Company may agree upon in writing, such time and date
\nbeing herein called the “Time of Delivery” for such Designated Securities.<\/p>\n

5. Further Agreements of the Company<\/u>. The Company
\nagrees with each of the Underwriters of any Designated Securities:<\/p>\n

(a) (i) To prepare the Prospectus in relation to the
\nDesignated Securities in a form approved by the Representatives and to file the
\nProspectus pursuant to Rule 424(b) under the Securities Act not later than the
\nCommission153s close of business on the second business day following the
\nexecution and delivery of the Pricing Agreement or, if applicable, such earlier
\ntime as may be required by Rule 424(b) under the Securities Act; (ii) to make no
\nfurther amendment or any supplement to the Registration Statement or the
\nProspectus after the date of the Pricing Agreement relating to the Designated
\nSecurities and prior to the Time of Delivery for the Designated Securities that
\nshall be disapproved by the Representatives promptly after reasonable notice
\nthereof (provided, however<\/em>, this clause (ii) shall, in the case of any
\nperiodic or current report or proxy statement that the Company is required to
\nfile pursuant to Section 13(a), 13(c), 14 or Section 15(d) under<\/p>\n<\/p>\n

8<\/p>\n<\/p>\n

\n

the Exchange Act prior to or at the Time of Delivery, apply
\nto the extent practicable in the light of the circumstances); (iii) to advise
\nthe Representatives promptly of any such amendment or supplement after such Time
\nof Delivery and for so long thereafter as the delivery of a prospectus is
\nrequired in connection with the offering or sale of such Designated Securities
\n(or in lieu thereof, the notice referred to in Rule 173(a) under the Securities
\nAct) and furnish the Representatives with copies thereof; (iv) to prepare a
\nfinal term sheet (the “Final Term Sheet”), containing solely a description of
\nthe Designated Securities, in the form agreed between the Company and the
\nRepresentatives and to file the Final Term Sheet pursuant to Rule 433(d) under
\nthe Securities Act within the time period prescribed by such Rule; (v) to file
\nwithin the time period prescribed by Rule 433(d) under the Securities Act, all
\nother material required to be filed by the Company with the Commission pursuant
\nto Rule 433(d) under the Securities Act; (vi) to file by the filing deadlines
\nprescribed by the Exchange Act and the rules thereunder, all reports and any
\ndefinitive proxy or information statements required to be filed by the Company
\nwith the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
\nExchange Act for so long as the delivery of a prospectus is required in
\nconnection with the offering or sale of such Designated Securities, and during
\nsuch period to advise the Representatives promptly after it files any
\npost-effective amendment to the Registration Statement of the time when such
\npost-effective amendment to the Registration Statement has been filed and
\nbecomes effective or promptly after it files any amendment or supplement to the
\nProspectus or any amended Prospectus, of the time when it files such amendment
\nor supplement to the Prospectus or any amended Prospectus with the Commission,
\nof the issuance by the Commission of any stop order or of any order preventing
\nor suspending the use of any prospectus relating to the Designated Securities,
\nof the suspension of the qualification of the Designated Securities for offering
\nor sale in any jurisdiction, of the initiation or threatening of any proceeding
\nfor any such purpose, of the receipt from the Commission of any notice of
\nobjection to the use of the Registration Statement or any post-effective
\namendment thereto pursuant to Rule 401(g)(2) under the Securities Act for the
\nregistration of the offer and sale of the Designated Securities, or of any
\nrequest by the Commission for the amending or supplementing of the Registration
\nStatement or Prospectus or for additional information relating to the
\nRegistration Statement, the Prospectus or any amendment or supplement thereto or
\nthe offer and sale of the Designated Securities; and (vii) in the event of the
\nissuance of any such stop order or any such order preventing or suspending the
\nuse of any prospectus relating to the Designated Securities or suspending any
\nsuch qualification, or of any such notice of objection, to use promptly its
\nreasonable best efforts to obtain its withdrawal;<\/p>\n

(b) Promptly from time to time to take such action as the
\nRepresentatives may reasonably request to qualify the Designated Securities for
\noffering and sale under the securities laws of such jurisdictions as the
\nRepresentatives may request and to comply with such laws so as to permit the
\ncontinuance of sales and dealings therein in such jurisdictions for as long as
\nmay be necessary to complete the distribution of such Designated Securities,
\nprovided<\/em> that in connection therewith the Company shall not be required
\nto qualify as a foreign corporation or to file a general consent to service of
\nprocess in any jurisdiction (it being recognized that, solely for purposes of
\nthis Section 5(b), the Company shall not be required by the Representatives,
\nwithout its consent, to subject itself to any securities laws or regulations of
\nthe European Union, or of any<\/p>\n<\/p>\n

9<\/p>\n<\/p>\n

\n

foreign country, to which the Company was not subject
\nimmediately prior to the offering and sale of such Designated Securities);<\/p>\n

(c) To furnish the Underwriters with copies of the Prospectus
\nin such quantities as the Representatives may from time to time reasonably
\nrequest, and, if the delivery of a prospectus (or in lieu thereof, the notice
\nreferred to in Rule 173(a) under the Securities Act) is required at any time in
\nconnection with the offering or sale of the Designated Securities and if at such
\ntime any event shall have occurred as a result of which the Prospectus as then
\namended or supplemented would include an untrue statement of a material fact or
\nomit to state any material fact necessary in order to make the statements
\ntherein, in the light of the circumstances under which they were made when such
\nProspectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
\nSecurities Act) is delivered, not misleading, or, if for any other reason it
\nshall be necessary during such same period to amend or supplement the Prospectus
\nor to file under the Exchange Act any document incorporated by reference in the
\nProspectus in order to comply with the Securities Act, the Exchange Act or the
\nTrust Indenture Act, to notify the Representatives and, upon their request, to
\nfile such document and to prepare and furnish without charge to each Underwriter
\nand to any dealer in securities as many copies as the Representatives may from
\ntime to time reasonably request of an amended Prospectus or a supplement to the
\nProspectus that will correct such statement or omission or effect such
\ncompliance;<\/p>\n

(d) To make generally available to its security holders as
\nsoon as practicable, but in any event not later than eighteen months after the
\neffective date of the Registration Statement (as defined in Rule 158(c) under
\nthe Securities Act), an earnings statement of the Company and its Subsidiaries
\n(which need not be audited) complying with Section 11(a) of the Securities Act
\nand the rules and regulations of the Commission thereunder (including, at the
\noption of the Company, Rule 158 under the Securities Act);<\/p>\n

(e) During the period beginning from the date of the Pricing
\nAgreement and continuing to and including the Time of Delivery for the
\nDesignated Securities, not to offer, sell, contract to sell or otherwise dispose
\nof any debt securities of the Company that mature more than one year after such
\nTime of Delivery and that are substantially similar to such Designated
\nSecurities, without the prior written consent of the Representatives;<\/p>\n

(f) To furnish to the holders of the Designated Securities,
\nupon such holders153 request, as soon as practicable after the end of each fiscal
\nyear, an annual report (including a balance sheet and statements of income,
\nshareholders153 equity and cash flows of the Company and its consolidated
\nSubsidiaries certified by an independent registered public accounting firm) and,
\nas soon as practicable after the end of each of the first three quarters of each
\nfiscal year (beginning with the fiscal quarter ending after the effective date
\nof the Registration Statement), consolidated summary financial information of
\nthe Company and its Subsidiaries for such quarter in reasonable detail;<\/p>\n

(g) During a period of five years from the effective date of
\nthe Registration Statement, to furnish to the Representatives copies of all
\nperiodic or current reports or other communications (financial or other) of the
\nCompany furnished to its shareholders, and deliver to the Representatives (i) as
\nsoon as they are available, copies of any periodic<\/p>\n<\/p>\n

10<\/p>\n<\/p>\n

\n

or current reports and financial statements furnished to or
\nfiled with the Commission or any national securities exchange on which the
\nDesignated Securities or any class of securities of the Company is listed
\n(provided, however, <\/em>that the Company shall be deemed to have furnished
\nand delivered such documents if and when such documents are available through
\nthe Commission153s EDGAR System on the Commission153s website); and (ii) such
\nadditional information concerning the business and financial condition of the
\nCompany as the Representatives may from time to time reasonably request (such
\nfinancial information and statements to be on a consolidated basis in reports
\nfurnished to its shareholders generally or to the Commission);<\/p>\n

(h) To pay the required Commission registration fees relating
\nto the Designated Securities within the time period required by Rule 456(b)(1)
\nunder the Securities Act without regard to the proviso therein and otherwise in
\naccordance with Rules 456(b) and 457(r) under the Securities Act;<\/p>\n

(i) If required by Rule 430B(h) under the Securities Act, to
\nprepare a prospectus in a form approved by the Representatives and to file such
\nprospectus pursuant to Rule 424(b) under the Securities Act not later than is
\nrequired by such Rule; and to make no further amendment or supplement to such
\nprospectus that shall be disapproved by the Representatives promptly after
\nreasonable notice thereof; and<\/p>\n

(j) To use the net proceeds received by it from the sale of
\nthe Designated Securities pursuant to this Agreement and the Pricing Agreement
\nin the manner specified in the Prospectus, including in any supplement thereto,
\nrelating to the offer and sale of such Designated Securities.<\/p>\n

6. Representations, Warranties and Agreements of the
\nUnderwriters<\/u>. Each Underwriter represents and warrants to, and agrees with,
\nthe Company and each other Underwriter that:<\/p>\n

(a) Such Underwriter has not made, and will not make (other
\nthan as permitted by Section 6(b) hereof), any offer relating to the Designated
\nSecurities that would constitute a “free writing prospectus” (as defined in Rule
\n405 under the Securities Act), without the prior consent of the Company and the
\nRepresentatives;<\/p>\n

(b) Such Underwriter has not used, and will not use, any free
\nwriting prospectus that contains the final terms of the Designated Securities
\nunless such terms have previously been included in a free writing prospectus
\nfiled with the Commission in accordance with Rule 433 under the Securities Act,
\nwithout the prior consent of the Company and the Representatives; provided,
\nhowever,<\/em> that each of the Underwriters may use a term sheet relating to the
\nDesignated Securities containing customary information not inconsistent with the
\nFinal Term Sheet prepared and filed pursuant to Section 5(a) hereof without the
\nprior consent of the Company or the Representatives; and<\/p>\n

(c) Such Underwriter is not subject to any pending proceeding
\nunder Section 8A of the Securities Act with respect to the offering of the
\nDesignated Securities and will promptly notify the Company if any such
\nproceeding against it with respect to any offering of the Designated Securities
\nis initiated during such period in which, in the opinion of counsel for the
\nUnderwriters, a prospectus relating to the Designated<\/p>\n<\/p>\n

11<\/p>\n<\/p>\n

\n

Securities is required by law to be delivered (or required to
\nbe delivered but for Rule 172 under the Securities Act) in connection with sale
\nof the Designated Securities by any Underwriter or any dealer.<\/p>\n

7. Payment of Expenses<\/u>. The Company covenants and
\nagrees with the several Underwriters that the Company will pay or cause to be
\npaid the following: (i) the fees, disbursements and expenses of the Company153s
\ncounsel and accountants in connection with the registration of the Securities
\nunder the Securities Act and all other expenses in connection with the
\npreparation, printing and filing of the Registration Statement, the Base
\nProspectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus
\nand amendments and supplements thereto, and any Issuer Free Writing Prospectus,
\nand the mailing and delivering of copies thereof to the Underwriters and
\ndealers; (ii) the cost of printing or producing any Agreement among
\nUnderwriters, this Agreement, the Pricing Agreement, the Indenture, any “Blue
\nSky” and Legal Investment Memoranda and any other documents in connection with
\nthe offering, purchase, sale and delivery of the Securities; (iii) all expenses
\nin connection with the qualification of the Securities for offering and sale
\nunder state securities laws as provided in Section 5(b) hereof (including the
\nfees and disbursements of counsel for the Underwriters in connection with such
\nqualification and in connection with the “Blue Sky” and legal investment
\nsurveys); (iv) any fees charged by securities rating services for rating the
\nSecurities; (v) the cost of preparing the Securities; (vi) the fees and expenses
\nof any indenture trustee and any agent of any Trustee and the fees and
\ndisbursements of counsel for any indenture trustee in connection with the
\nIndenture and the Securities; and (vii) all other costs and expenses incident to
\nthe performance of its obligations hereunder that are not otherwise specifically
\nprovided for in this Section 7. It is understood, however, that, except as
\nprovided in this Section 7, Section 9 and Section 12 hereof, the Underwriters
\nwill pay all of their own costs and expenses including the fees of their
\ncounsel, transfer taxes on resale of any of the Securities by them and any
\nadvertising expenses connected with any offers they may make.<\/p>\n

8. Conditions of the Underwriters153 Obligations<\/u>. The
\nobligations of the Underwriters of Designated Securities under the Pricing
\nAgreement shall be subject, in the discretion of the Representatives, to the
\ncondition that all representations and warranties and other statements of the
\nCompany in or incorporated by reference in the Pricing Agreement are, at and as
\nof the Time of Delivery for such Designated Securities, true and correct, the
\ncondition that the Company shall have performed all of its obligations hereunder
\ntheretofore to be performed, and the following additional conditions:<\/p>\n

(a) The Prospectus shall have been filed with the Commission
\npursuant to Rule 424(b) under the Securities Act within the applicable time
\nperiod prescribed for such filing by the rules and regulations under the
\nSecurities Act and in accordance with Section 5(a) hereof; the Final Term Sheet
\ncontemplated by Section 5(a) hereof, and any other material required to be filed
\nby the Company pursuant to Rule 433(d) under the Securities Act, shall have been
\nfiled with the Commission within the applicable time periods prescribed for such
\nfilings by Rule 433 under the Securities Act; no stop order suspending the
\neffectiveness of the Registration Statement or any part thereof shall have been
\nissued, no proceeding for that purpose shall have been initiated or threatened
\nby the Commission, and no notice of objection of the Commission to the use of
\nthe Registration Statement or any post-effective amendment thereto pursuant to
\nRule 401(g)(2) under the Securities Act for the registration of the offer and
\nsale of the Designated Securities shall<\/p>\n<\/p>\n

12<\/p>\n<\/p>\n

\n

have been received by the Company; and all requests for
\nadditional information on the part of the Commission shall have been complied
\nwith to the Representatives153 reasonable satisfaction;<\/p>\n

(b) Simpson Thacher & Bartlett LLP, counsel for the
\nUnderwriters, shall have furnished to the Representatives such opinion or
\nopinions, dated the Time of Delivery for the Designated Securities, with respect
\nto the incorporation of the Company, the validity of the Indenture, the
\nDesignated Securities, the Registration Statement, the Pricing Prospectus and
\nthe Prospectus and other related matters as the Representatives may reasonably
\nrequest, and such counsel shall have received such documents and information as
\nthey may reasonably request to enable them to pass upon such matters;<\/p>\n

(c) Andrews Kurth LLP, counsel for the Company, shall have
\nfurnished to the Representatives their written opinion, dated the Time of
\nDelivery for the Designated Securities, in form and substance satisfactory to
\nthe Representatives, to the effect that:<\/p>\n

(i) The Company is validly existing as a corporation in good
\nstanding under the laws of the State of Delaware, with power and authority
\n(corporate and other) to own its properties and conduct its business as
\ndescribed in the Pricing Prospectus and the Prospectus;<\/p>\n

(ii) The Company has an authorized capitalization as set
\nforth in the Pricing Prospectus and the Prospectus; and, to the best knowledge
\nof such counsel, all of the issued and outstanding shares of capital stock of
\nthe Company have been duly and validly authorized and issued and are fully paid
\nand nonassessable;<\/p>\n

(iii) The Company has been duly qualified as a foreign
\ncorporation for the transaction of business and is in good standing under the
\nlaws of each other jurisdiction in which it owns or leases properties, or
\nconducts any business, so as to require such qualification, or is subject to no
\nmaterial liability or disability by reason of the failure to be so qualified in
\nany such jurisdiction (such counsel being entitled to rely in respect of the
\nopinion in this clause (iii) upon opinions of local counsel and, in respect of
\nmatters of fact, upon certificates of public officials and officers of the
\nCompany, provided<\/em> that such counsel shall state that such counsel
\nbelieves that both the Representatives and such counsel are justified in relying
\nupon such opinions and certificates and the Representatives are entitled to rely
\nupon such opinions);<\/p>\n

(iv) Each “significant subsidiary” (as defined in Rule 1-02
\nof Regulation S-X under the Securities Act) of the Company incorporated or
\norganized under the laws of the United States or any state thereof is validly
\nexisting in good standing under the laws of its jurisdiction of incorporation or
\norganization; and all of the issued and outstanding shares of capital stock or
\nother equity interests of each such significant subsidiary have been duly and
\nvalidly authorized and issued, are fully paid and nonassessable, and (except for
\ndirectors153 qualifying shares, except for 122 shares of the capital stock of
\nWal-Mart Real Estate Business Trust owned by persons other than the Company,
\nwhich shares in<\/p>\n<\/p>\n

13<\/p>\n<\/p>\n

\n

the aggregate do not constitute more than 4.00% of the issued
\nand outstanding shares of Wal-Mart Real Estate Business Trust, and except as
\notherwise set forth in the Pricing Prospectus and the Prospectus) are owned
\ndirectly or indirectly by the Company, free and clear of all liens,
\nencumbrances, equities or claims (such counsel being entitled to rely in respect
\nof the opinion in this clause (iv) upon opinions of local counsel and, in
\nrespect of matters of fact, upon certificates of officers of the Company or its
\nSubsidiaries, provided<\/em> that such counsel shall state that such counsel
\nbelieves that both the Representatives and such counsel are justified in relying
\nupon such opinions and certificates and the Representatives are entitled to rely
\nupon such opinions);<\/p>\n

(v) To the best knowledge of such counsel and other than as
\nset forth in the Pricing Prospectus and the Prospectus, there are no legal or
\ngovernmental proceedings pending to which the Company or any of its Subsidiaries
\nis a party or of which any property of the Company or any of its Subsidiaries is
\nthe subject that, if determined adversely to the Company or any of its
\nSubsidiaries, would, individually or in the aggregate, have a material adverse
\neffect on the general affairs, management, financial position, shareholders153
\nequity, results of operations or internal control over financial reporting of
\nthe Company and its Subsidiaries considered as one enterprise; and, to the best
\nknowledge of such counsel, no such proceedings are threatened or contemplated by
\ngovernmental authorities or others;<\/p>\n

(vi) This Agreement and the Pricing Agreement have been duly
\nauthorized, executed and delivered by the Company;<\/p>\n

(vii) The Designated Securities have been duly authorized,
\nexecuted, authenticated, issued and delivered and constitute valid and legally
\nbinding obligations of the Company, enforceable against the Company in
\naccordance with their terms, subject, as to enforcement, to bankruptcy,
\ninsolvency, reorganization and other laws of general applicability relating to
\nor affecting creditors153 rights and to general equity principles, and entitled to
\nthe benefits provided by the Indenture; and the Designated Securities and the
\nIndenture conform in all material respects to the descriptions thereof in the
\nPricing Prospectus (taken together with the Final Term Sheet) and the
\nProspectus;<\/p>\n

(viii) The Indenture has been duly authorized, executed and
\ndelivered by the Company and constitutes a valid and legally binding instrument,
\nenforceable against the Company in accordance with its terms, subject, as to
\nenforcement, to bankruptcy, insolvency, reorganization and other laws of general
\napplicability relating to or affecting creditors153 rights and to general equity
\nprinciples; and the Indenture has been duly qualified under the Trust Indenture
\nAct;<\/p>\n

(ix) The issue and sale of the Designated Securities and the
\ncompliance by the Company with all of the provisions of the Designated
\nSecurities, the Indenture, this Agreement and the Pricing Agreement, and the
\nconsummation of the transactions herein and therein contemplated, will not
\nconflict with or result in a breach or violation of any of the terms or
\nprovisions of, or constitute a default under, any indenture, mortgage, deed of
\ntrust, loan agreement or other agreement<\/p>\n<\/p>\n

14<\/p>\n<\/p>\n

\n

or instrument known to such counsel to which the Company is a
\nparty or by which the Company is bound or to which any of the property or assets
\nof the Company is subject, nor will such actions result in any violation of the
\nprovisions of the Restated Certificate of Incorporation or Amended and Restated
\nBylaws of the Company, as then amended, or any statute or any order, rule or
\nregulation known to such counsel of any court or governmental agency or body
\nhaving jurisdiction over the Company or any of its Subsidiaries or any of their
\nproperties;<\/p>\n

(x) No consent, approval, authorization, order, registration
\nor qualification of or with any court or governmental agency or body is required
\nfor the issue and sale of the Designated Securities or the consummation by the
\nCompany of the transactions contemplated by this Agreement or the Pricing
\nAgreement or the Indenture, except such as have been obtained under the
\nSecurities Act and the Trust Indenture Act and such consents, approvals,
\nauthorizations, registrations or qualifications as may be required under state
\nsecurities or “Blue Sky” laws in connection with the purchase and distribution
\nof the Designated Securities by the Underwriters;<\/p>\n

(xi) The documents incorporated by reference in the Pricing
\nProspectus and the Prospectus or any amendment or supplement thereto made prior
\nto the Time of Delivery (other than the financial statements and related
\nschedules and any other financial data included or incorporated by reference
\ntherein, as to which such counsel need express no opinion), when they were filed
\nwith the Commission, complied as to form in all material respects with the
\nrequirements of the Exchange Act and the rules and regulations of the Commission
\nthereunder;<\/p>\n

(xii) The Registration Statement, the Pricing Prospectus, the
\nFinal Term Sheet and any other Issuer Free Writing Prospectus listed on Schedule
\nII to the Pricing Agreement, and the Prospectus or any further amendment or
\nsupplement thereto made by the Company prior to the Time of Delivery (other than
\nthe financial statements and related schedules and any other financial data
\nincluded or incorporated by reference therein, as to which such counsel need
\nexpress no opinion), complied, as of the most recent effective date determined
\nin accordance with Rule 430B under the Securities Act (in the case of the
\nRegistration Statement or any such further amendment thereto) or as of its issue
\ndate (in the case of the Pricing Prospectus, the Final Term Sheet, any such
\nother Issuer Free Writing Prospectus, the Prospectus or any such further
\nsupplement thereto), as to form in all material respects with the requirements
\nof the Securities Act and the Trust Indenture Act and the rules and regulations
\nthereunder as in effect on such dates;<\/p>\n

(xiii) To the best of such counsel153s knowledge, there is no
\namendment to the Registration Statement that is required to be filed and no
\ncontracts or other documents of a character required to be filed as an exhibit
\nto the Registration Statement or required to be incorporated by reference into
\nthe Pricing Prospectus or the Prospectus or required to be described in the
\nRegistration Statement or the Prospectus that are not so filed or incorporated
\nby reference or described;<\/p>\n<\/p>\n

15<\/p>\n<\/p>\n

\n

(xiv) The statements made in any tax consequences or tax
\nconsiderations sections in the Pricing Prospectus and the Prospectus, and in any
\namendment or supplement thereto, insofar as they purport to constitute summaries
\nof matters of United States federal tax law and regulations or legal conclusions
\nwith respect thereto, constitute accurate summaries of the matters described
\ntherein in all material respects; and<\/p>\n

(xv) The Registration Statement has become effective under
\nthe Securities Act; the Prospectus, together with all amendments and supplements
\nthereto, relating to the Designated Securities was filed within the prescribed
\ntime periods pursuant to Rule 424(b) under the Securities Act; the Final Term
\nSheet and any other Issuer Free Writing Prospectus listed on Schedule II to the
\nPricing Agreement was filed with the Commission within the prescribed time
\nperiods pursuant to Rule 433 under the Securities Act; and, to the best
\nknowledge of such counsel, no stop order suspending the effectiveness of the
\nRegistration Statement has been issued or proceeding for such purpose or
\npursuant to Section 8A of the Securities Act has been instituted or threatened
\nby the Commission, and no notice of objection of the Commission to the use of
\nthe Registration Statement or any post-effective amendment thereto for the
\nregistration of the offer and sale of the Designated Securities pursuant to Rule
\n401(g)(2) under the Securities Act has been received by the Company.<\/p>\n

(xvi) None of the Company and its significant subsidiaries
\nthat are incorporated or organized under the laws of the United States or a
\nstate thereof is an “investment company” within the meaning of, or subject to
\nregulation under, the Investment Company Act of 1940, as amended.<\/p>\n

In addition, in such opinion or in a separate letter such
\ncounsel shall state that such counsel has no reason to believe that (A) as of
\nits applicable effective dates, the Registration Statement or any further
\namendment thereto made by the Company prior to the Time of Delivery (other than
\nthe financial statements and related schedules and any other financial data
\nincluded or incorporated by reference therein, as to which such counsel need
\nexpress no belief) contained an untrue statement of a material fact or omitted
\nto state a material fact required to be stated therein or necessary to make the
\nstatements therein not misleading, (B) as of its issue date, the Prospectus or
\nany further amendment or supplement thereto made by the Company prior to the
\nTime of Delivery (other than the financial statements and related schedules and
\nany other financial data included or incorporated by reference therein, as to
\nwhich such counsel need express no belief) contained an untrue statement of a
\nmaterial fact or omitted to state a material fact necessary to make the
\nstatements therein, in the light of the circumstances in which they were made,
\nnot misleading, (C) as of the Applicable Time, the Pricing Prospectus (other
\nthan the financial statements and related schedules and any other financial data
\nincluded or incorporated by reference therein, as to which such counsel need
\nexpress no belief), taken together with the Final Term Sheet and any other
\nIssuer Free Writing Prospectus listed on Schedule II to the Pricing Agreement,
\ncontained an untrue statement of a material fact or omitted to state a material
\nfact necessary to make the statements therein, in the light of the circumstances
\nunder which they were made, not misleading, (D) as of the Time of Delivery, none
\nof the Registration Statement, the Prospectus and any further<\/p>\n<\/p>\n

16<\/p>\n<\/p>\n

\n

amendment or supplement thereto made by the Company prior to
\nthe Time of Delivery (other than the financial statements and related schedules
\nand any other financial data included or incorporated by reference therein, as
\nto which such counsel need express no belief) contains an untrue statement of a
\nmaterial fact or omits to state a material fact necessary to make the statements
\ntherein, in the light of the circumstances in which they were made, not
\nmisleading or (E) any of the documents incorporated by reference in the Pricing
\nProspectus and the Prospectus or any amendment or supplement thereto prior to
\nthe Time of Delivery (other than the financial statements and related schedules
\nand any other financial data included or incorporated by reference therein, as
\nto which such counsel need express no belief), when such document or amendment
\nor supplement, as the case may be, was filed with the Commission, contained an
\nuntrue statement of a material fact or omitted to state a material fact
\nnecessary in order to make the statements therein, in the light of the
\ncircumstances under which they were made when such documents were so filed, not
\nmisleading;<\/p>\n

(d) At the Time of Delivery for the Designated Securities,
\nErnst & Young LLP shall have furnished to the Representatives a “comfort”
\nletter or letters dated such Time of Delivery as to such matters as the
\nRepresentatives may reasonably request and in form and substance satisfactory to
\nthe Representatives;<\/p>\n

(e) (i) Neither the Company nor any of its Subsidiaries shall
\nhave sustained since the date of the latest audited financial statements
\nincluded or incorporated by reference in the Pricing Prospectus and the
\nProspectus any loss or interference with its business from fire, explosion,
\nflood or other calamity, whether or not covered by insurance, or from any labor
\ndispute or court or governmental action, order or decree, otherwise than as set
\nforth in the Pricing Prospectus and the Prospectus, which loss or interference
\nwould have a material adverse effect on the general affairs, management,
\nfinancial position, shareholders153 equity, results of operations or internal
\ncontrol over financial reporting of the Company and its Subsidiaries considered
\nas one enterprise and (ii) since the dates as of which information is given in
\nthe Pricing Prospectus and the Prospectus, there shall not have been any change
\nin the capital stock or long-term debt of the Company or any of its Subsidiaries
\nor any change, or any development involving a prospective change, in or
\naffecting the general affairs, management, financial position, shareholders153
\nequity, results of operations or internal control over financial reporting of
\nthe Company and its Subsidiaries considered as one enterprise, otherwise than as
\nset forth in the Pricing Prospectus and the Prospectus, the effect of which, in
\nany such case described in clause (i) or (ii), is in the judgment of the
\nRepresentatives so material and adverse as to make it impracticable or
\ninadvisable to proceed with the public offering or the delivery of the
\nDesignated Securities on the terms and in the manner contemplated in the
\nProspectus;<\/p>\n

(f) On or after the date of the Pricing Agreement, (i) no
\ndowngrading shall have occurred in the rating accorded the Company153s debt
\nsecurities (including, without limitation, any guaranteed debt securities) by
\nany “nationally recognized statistical rating organization,” as that term is
\ndefined by the Commission for purposes of Rule 436(g)(2) under the Securities
\nAct and (ii) no such organization shall have publicly announced that it has
\nunder surveillance or review, with possible negative implications, its rating of
\nany of the Company153s debt securities;<\/p>\n<\/p>\n

17<\/p>\n<\/p>\n

\n

(g) On or after the date of the Pricing Agreement, there
\nshall not have occurred any of the following: (i) a suspension or material
\nlimitation in trading in securities generally on the New York Stock Exchange;
\n(ii) a suspension or material limitation in trading in the Company153s securities
\non the New York Stock Exchange; (iii) a general moratorium on commercial banking
\nactivities in New York declared by either U.S. federal or New York State
\nauthorities or a material disruption in commercial banking or securities
\nsettlement or clearance services in the United States; or (iv) the outbreak or
\nescalation of hostilities involving the United States or the declaration by the
\nUnited States of a national emergency or war if the effect of any such event
\nspecified in this clause (iv), in the judgment of the Representatives, makes it
\nimpracticable or inadvisable to proceed with the public offering or the delivery
\nof the Designated Securities on the terms and in the manner contemplated in the
\nProspectus; and<\/p>\n

(h) The Company shall have furnished or caused to be
\nfurnished to the Representatives at the Time of Delivery for the Designated
\nSecurities a certificate or certificates of officers of the Company satisfactory
\nto the Representatives as to the accuracy of the representations and warranties
\nof the Company herein at and as of such Time of Delivery, as to the performance
\nby the Company of all of its obligations hereunder to be performed at, or prior
\nto, such Time of Delivery, as to the matters set forth in Sections 8(a) and 8(e)
\nand as to such other matters as the Representatives may reasonably request.<\/p>\n

9. Indemnification and Contribution<\/u>. (a) The Company
\nwill indemnify and hold harmless each Underwriter against any losses, claims,
\ndamages or liabilities, joint or several, to which such Underwriter may become
\nsubject, under the Securities Act or otherwise, insofar as such losses, claims,
\ndamages or liabilities (or actions in respect thereof) arise out of or are based
\nupon an untrue statement or alleged untrue statement, of a material fact
\ncontained in the Registration Statement, the Base Prospectus, any Preliminary
\nProspectus, the Pricing Prospectus or the Prospectus, any amendment or
\nsupplement to any thereof, or any Issuer Free Writing Prospectus, any “issuer
\ninformation” filed or required to be filed pursuant to Rule 433(d) under the
\nSecurities Act, or any “road show” (as defined in Rule 433 under the Securities
\nAct) that does not otherwise constitute an Issuer Free Writing Prospectus, or
\narise out of or are based upon the omission or alleged omission to state therein
\na material fact required to be stated therein or necessary to make the
\nstatements therein not misleading, and will reimburse each Underwriter for any
\nlegal or other expenses reasonably incurred by such Underwriter in connection
\nwith investigating or defending any such action or claim as such expenses are
\nincurred; provided, however,<\/em> that the Company shall not be liable in
\nany such case to the extent that any such loss, claim, damage or liability
\narises out of or is based upon an untrue statement or alleged untrue statement
\nor omission or alleged omission made in the Registration Statement, the Base
\nProspectus, any Preliminary Prospectus, the Pricing Prospectus or the
\nProspectus, any amendment or supplement to any thereof, or any Issuer Free
\nWriting Prospectus, in reliance upon and in conformity with information
\nfurnished in writing to the Company by an Underwriter of any Designated
\nSecurities through the Representatives expressly for use in any thereof.<\/p>\n

(b) Each Underwriter will, severally and not jointly,
\nindemnify and hold harmless the Company against any losses, claims, damages or
\nliabilities to which the Company may become subject, under the Securities Act or
\notherwise insofar as such losses, claims, damages or liabilities (or actions in
\nrespect thereof) arise out of or are based upon an untrue statement or<\/p>\n<\/p>\n

18<\/p>\n<\/p>\n

\n

alleged untrue statement of a material fact contained in the
\nRegistration Statement, the Base Prospectus, any Preliminary Prospectus, the
\nPricing Prospectus or the Prospectus, any amendment or supplement to any
\nthereof, or any Issuer Free Writing Prospectus, arise out of or are based upon
\nthe omission or alleged omission to state therein a material fact required to be
\nstated therein or necessary to make the statements therein not misleading, in
\neach case to the extent, but only to the extent, that such untrue statement or
\nalleged untrue statement or omission or alleged omission was made in the
\nRegistration Statement, the Base Prospectus, any Preliminary Prospectus, the
\nPricing Prospectus or the Prospectus, any amendment or supplement to any
\nthereof, or any Issuer Free Writing Prospectus, in reliance upon and in
\nconformity with information furnished in writing to the Company by such
\nUnderwriter of Designated Securities through the Representatives expressly for
\nuse therein, and will reimburse the Company for any legal or other expenses
\nreasonably incurred by the Company in connection with investigating or defending
\nany such action or claim as such expenses are incurred.<\/p>\n

(c) Promptly after receipt by an indemnified party under
\nSection 9(a) or Section 9(b) of notice of the commencement of any action, such
\nindemnified party shall, if a claim in respect thereof is to be made against the
\nindemnifying party under such Section 9(a) or 9(b), notify the indemnifying
\nparty in writing of the commencement thereof; but the omission so to notify the
\nindemnifying party shall not relieve it from any liability that it may have to
\nany indemnified party otherwise than under such Section 9(a) or 9(b). In case
\nany such action shall be brought against any indemnified party and it shall
\nnotify the indemnifying party of the commencement thereof, the indemnifying
\nparty shall be entitled to participate therein and, to the extent that it shall
\nwish, jointly with any other indemnifying party similarly notified, to assume
\nthe defense thereof, with counsel satisfactory to such indemnified party (who
\nshall not, except with the consent of the indemnified party, be counsel to the
\nindemnifying party), and, after notice from the indemnifying party to such
\nindemnified party of its election so to assume the defense thereof, the
\nindemnifying party shall not be liable to such indemnified party under
\nSection 9(a) or 9(b), as the case may be, for any legal expenses of other
\ncounsel or any other expenses, in each case subsequently incurred by such
\nindemnified party, in connection with the defense thereof other than reasonable
\ncosts of investigation.<\/p>\n

(d) If the indemnification provided for in this Section 9 is
\nunavailable to or insufficient to hold harmless an indemnified party under
\nSection 9(a) or Section 9(b) in respect of any losses, claims, damages or
\nliabilities (or actions in respect thereof) referred to therein, then each
\nindemnifying party shall contribute to the amount paid or payable by such
\nindemnified party as a result of such losses, claims, damages or liabilities (or
\nactions in respect thereof) in such proportion as is appropriate to reflect the
\nrelative benefits received by the Company on the one hand and the Underwriters
\nof the Designated Securities on the other from the offering of the Designated
\nSecurities to which such loss, claim, damage or liability (or action in respect
\nthereof) relates. If, however, the allocation provided by the immediately
\npreceding sentence is not permitted by applicable law or if the indemnified
\nparty failed to give the notice required under Section 9(c), then each
\nindemnifying party shall contribute to such amount paid or payable by such
\nindemnified party in such proportion as is appropriate to reflect not only such
\nrelative benefits but also the relative fault of the Company on the one hand and
\nthe Underwriters of the Designated Securities on the other in connection with
\nthe statement or omissions that resulted in such losses, claims, damages or
\nliabilities (or actions in respect thereof), as well as any other relevant
\nequitable considerations. The relative benefits received by the Company on the
\none hand and such Underwriters on the other shall be deemed to be in the same
\nproportion as the<\/p>\n<\/p>\n

19<\/p>\n<\/p>\n

\n

total net proceeds from the offering of the Designated
\nSecurities (before deducting expenses) received by the Company bear to the total
\nunderwriting discounts and commissions received by such Underwriters. The
\nrelative fault shall be determined by reference to, among other things, whether
\nthe untrue or alleged untrue statement of a material fact or the omission or
\nalleged omission to state a material fact relates to information supplied by the
\nCompany on the one hand or such Underwriters on the other and the parties153
\nrelative intent, knowledge, access to information and opportunity to correct or
\nprevent such statement or omission. The Company and the Underwriters agree that
\nit would not be just and equitable if contribution pursuant to this Section 9(d)
\nwere determined by pro rata allocation (even if the Underwriters were treated as
\none entity for such purpose) or by any other method of allocation that does not
\ntake account of the equitable considerations referred to above in this
\nSection 9(d). The amount paid or payable by an indemnified party as a result of
\nthe losses, claims, damages or liabilities (or actions in respect thereof)
\nreferred to above in this Section 9(d) shall be deemed to include any legal or
\nother expenses reasonably incurred by such indemnified party in connection with
\ninvestigating or defending any such action or claim. Notwithstanding the
\nprovisions of this Section 9(d), no Underwriter shall be required to contribute
\nany amount in excess of the amount by which the total price at which the
\napplicable Designated Securities underwritten by it and distributed to the
\npublic were offered to the public exceeds the amount of any damages that such
\nUnderwriter has otherwise been required to pay by reason of such untrue or
\nalleged untrue statement or omission or alleged omission. No person guilty of
\nfraudulent misrepresentation (within the meaning of Section 11(f) of the
\nSecurities Act) shall be entitled to contribution from any person who was not
\nguilty of such fraudulent misrepresentation. The obligations of the Underwriters
\nof Designated Securities in this Section 9(d) to contribute are several in
\nproportion to their respective underwriting obligations with respect to such
\nDesignated Securities and are not joint.<\/p>\n

(e) The obligations of the Company under this Section 9 shall
\nbe in addition to any liability that the Company may otherwise have and shall
\nextend, upon the same terms and conditions, to each person, if any, who controls
\nany Underwriter within the meaning of the Securities Act; and the obligations of
\nthe Underwriters under this Section 9 shall be in addition to any liability that
\nthe respective Underwriters may otherwise have and shall extend, upon the same
\nterms and conditions, to each director and officer of the Company and to each
\nperson, if any, who controls the Company within the meaning of the Securities
\nAct.<\/p>\n

10. Defaulting Underwriters<\/u>. (a) If any Underwriter
\nshall default in its obligation to purchase the Designated Securities that it
\nhas agreed to purchase under the Pricing Agreement, the Representatives may in
\ntheir discretion arrange for themselves or another party or other parties to
\npurchase such Designated Securities on the terms contained herein and therein.
\nIn the event that, within thirty-six hours after such default by any
\nUnderwriter, the Representatives do not arrange for the purchase of such
\nDesignated Securities, then the Company shall be entitled to a further period of
\nthirty-six hours within which to procure another party or other parties
\nsatisfactory to the Representatives to purchase such Designated Securities on
\nsuch terms. In the event that, within the respective prescribed period, the
\nRepresentatives notify the Company that they have so arranged for the purchase
\nof such Designated Securities, or the Company notifies the Representatives that
\nit has so arranged for the purchase of such Designated Securities, the
\nRepresentatives or the Company shall have the right to postpone the Time of
\nDelivery for such Designated Securities for a period of not more than seven
\ndays, in order to effect whatever changes may thereby be made necessary in the
\nRegistration Statement or the Prospectus as amended or supplemented, or in any
\nother documents or arrangements, and the Company agrees<\/p>\n<\/p>\n

20<\/p>\n<\/p>\n

\n

to file promptly any amendments or supplements to the
\nRegistration Statement or the Prospectus that in the opinion of the
\nRepresentatives may thereby be made necessary. The term “Underwriter” as used in
\nthis Agreement shall include any person substituted under this Section 10 with
\nlike effect as if such person had originally been a party to the Pricing
\nAgreement.<\/p>\n

(b) If, after giving effect to any arrangements for the
\npurchase of the Designated Securities of a defaulting Underwriter or
\nUnderwriters by the Representatives and the Company as provided in
\nSection 10(a), the aggregate principal amount of such Designated Securities that
\nremains unpurchased does not exceed one-eleventh of the aggregate principal
\namount of the Designated Securities, then the Company shall have the right to
\nrequire each non-defaulting Underwriter to purchase the principal amount of
\nDesignated Securities that such Underwriter agreed to purchase under the Pricing
\nAgreement and, in addition, to require each non-defaulting Underwriter to
\npurchase its pro rata share (based on the principal amount of Designated
\nSecurities that such Underwriter agreed to purchase under the Pricing Agreement)
\nof the Designated Securities of such defaulting Underwriter or Underwriters for
\nwhich such arrangements have not been made; but nothing herein shall relieve a
\ndefaulting Underwriter from liability for its default.<\/p>\n

(c) If, after giving effect to any arrangements for the
\npurchase of the Designated Securities of a defaulting Underwriter or
\nUnderwriters by the Representatives and the Company as provided in
\nSection 10(a), the aggregate principal amount or Designated Securities that
\nremains unpurchased exceeds one-eleventh of the aggregate principal amount of
\nthe Designated Securities, as referred to in Section 10(b), or if the Company
\nshall not exercise the right described in Section 10(b) to require
\nnon-defaulting Underwriters to purchase Designated Securities of a defaulting
\nUnderwriter or Underwriters, then the Pricing Agreement shall thereupon
\nterminate, without liability on the part of any non-defaulting Underwriter or
\nthe Company, except for the expenses to be borne by the Company and the
\nUnderwriters as provided in Section 6 hereof and the indemnity and contribution
\nagreements in Section 9 hereof; but nothing herein shall relieve a defaulting
\nUnderwriter from liability for its default.<\/p>\n

11. Survival<\/u>. The respective indemnities, agreements,
\nrepresentations, warranties and other statements of the Company and the several
\nUnderwriters, as set forth in this Agreement or made by or on behalf of them
\npursuant to this Agreement, shall remain in full force and effect, regardless of
\nany investigation (or any statement as to the results thereof) made by or on
\nbehalf of any Underwriter or any controlling person of any Underwriter, or the
\nCompany or any director or officer or controlling person of the Company, and
\nshall survive delivery of and payment for the Designated Securities with respect
\nto which such indemnities, agreements, representations, warranties and other
\nstatements are made or given.<\/p>\n

12. Termination<\/u>. If the Pricing Agreement shall be
\nterminated pursuant to Section 10 hereof, the Company shall not then be under
\nany liability to any Underwriter with respect to the Designated Securities
\ncovered by the Pricing Agreement except as provided in Section 7 and Section 9
\nhereof; but, if for any other reason the Designated Securities are not delivered
\nby or on behalf of the Company as provided herein, the Company will reimburse
\nthe Underwriters through the Representatives for all out-of-pocket expenses
\napproved in writing by the Representatives, including fees and disbursements of
\ncounsel, reasonably incurred by the Underwriters in making preparations for the
\npurchase, sale and delivery of such Designated<\/p>\n<\/p>\n

21<\/p>\n<\/p>\n

\n

Securities, but the Company shall then be under no further
\nliability to any Underwriter with respect to such Designated Securities except
\nas provided in Section 7 and Section 9 hereof.<\/p>\n

13. Authority of Representatives<\/u>. In all dealings
\nhereunder, the Representatives of the Underwriters of the Designated Securities
\nshall act on behalf of each of such Underwriters, and the parties hereto shall
\nbe entitled to act and rely upon any statement, request, notice or agreement on
\nbehalf of any Underwriter made or given by such Representatives jointly or by
\nsuch of the Representatives, if any, as may be designated for such purpose in
\nthe Pricing Agreement.<\/p>\n

14. Nature of Underwriters153 Obligations<\/u>. The Company
\nacknowledges and agrees that (i) the purchase and sale of the Designated
\nSecurities pursuant to this Agreement and the Pricing Agreement is an
\narm153s-length commercial transaction between the Company, on the one hand, and
\nthe several Underwriters, on the other, (ii) in connection therewith and with
\nthe process leading to such transaction each Underwriter is acting solely as a
\nprincipal and not the agent or fiduciary of the Company, (iii) no Underwriter
\nhas assumed an advisory or fiduciary responsibility in favor of the Company with
\nrespect to the offering contemplated hereby or the process leading thereto
\n(irrespective of whether such Underwriter has advised or is currently advising
\nthe Company on other matters) or any other obligation to the Company except the
\nobligations expressly set forth in this Agreement and the Pricing Agreement and
\n(iv) the Company has consulted its own legal and financial advisors to the
\nextent it has deemed appropriate. The Company agrees that it shall not claim
\nthat the Underwriters, or any of them, have rendered advisory services of any
\nnature or respect, or owes a fiduciary or similar duty to the Company, in
\nconnection with the offering of the Designated Securities contemplated hereby or
\nthe process leading thereto.<\/p>\n

15. Notices<\/u>. All statements, requests, notices and
\nagreements hereunder shall be in writing, and if to the Company, shall be
\ndelivered or sent by mail, air courier or facsimile transmission (which shall be
\neffective upon confirmation by telephone) to the address of the Company set
\nforth in the Registration Statement, Attention: Chief Executive Officer, with a
\ncopy to the General Counsel of the Company; and, if to the Underwriters, shall
\nbe delivered or sent by mail, air courier or facsimile transmission (which shall
\nbe effective upon confirmation by telephone) to the address or addresses of the
\nRepresentative or Representatives, as the case may be, as set forth in the
\nPricing Agreement; provided, however<\/em>, that any notice to an Underwriter
\npursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or
\nfacsimile transmission (which shall be effective upon confirmation by telephone)
\nto such Underwriter at its address which, if not set forth in the Pricing
\nAgreement, will be supplied to the Company by the Representatives upon request.
\nAny such statements, requests, notices or agreements shall take effect upon the
\naddressee153s receipt thereof.<\/p>\n

16. Persons Entitled to the Benefit of Agreement<\/u>. This
\nAgreement and the Pricing Agreement shall be binding upon, and inure solely to
\nthe benefit of, the Underwriters, the Company and, to the extent provided in
\nSection 9 and Section 11 hereof, the directors and officers of the Company and
\neach person who controls the Company or any Underwriter, and their respective
\nsuccessors and assigns (including, in the case of natural persons, their
\nrespective heirs, executors and administrators), and no other person shall
\nacquire or have any right under or by virtue of this Agreement or the Pricing
\nAgreement. No purchaser of any of the Securities from any Underwriter shall be
\ndeemed a successor or assign by reason merely of such purchase.<\/p>\n<\/p>\n

22<\/p>\n<\/p>\n

\n

17. Time of Essence<\/u>. Time shall be of the essence of
\nthe Pricing Agreement. As used herein, “business day” shall mean any day when
\nthe Commission153s office in Washington, D.C. is open for business.<\/p>\n

18. Definitive Agreement<\/u>. This Agreement and the
\nPricing Agreement supersede all prior agreements and understandings (whether
\nwritten or oral) between the Company and the Underwriters, or any of them, with
\nrespect to the subject matter hereof and thereof.<\/p>\n

19. GOVERNING LAW<\/u>. THIS AGREEMENT AND THE PRICING
\nAGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
\nSTATE OF NEW YORK.<\/p>\n

20. WAIVER OF JURY TRIAL<\/u>. THE COMPANY AND EACH OF THE
\nUNDERWRITERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
\nAPPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
\nARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRICING AGREEMENT OR THE
\nTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.<\/p>\n

21. Counterparts<\/u>. This Agreement and the Pricing
\nAgreement may be executed by any one or more of the parties hereto and thereto
\nin any number of counterparts, each of which shall be deemed to be an original,
\nbut all such respective counterparts shall together constitute one and the same
\ninstrument.<\/p>\n<\/p>\n

23<\/p>\n<\/p>\n

\n

If the foregoing is in accordance with your understanding,
\nplease sign and return to us nine counterparts hereof.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

WAL-MART STORES, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Cathy Santoro<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Cathy Santoro<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President, Finance and Assistant Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Accepted as of the date hereof (with respect to, but subject
\nto the terms of, Pricing Agreements to which the undersigned is or is deemed to
\nbe a signatory):<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CITIGROUP GLOBAL MARKETS INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Brian D. Bednarski<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Brian D. Bednarski<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

GOLDMAN, SACHS & CO.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Goldman, Sachs & Co.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(Goldman, Sachs & Co.)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

J.P. MORGAN SECURITIES LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Robert Bottamedi<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Robert Bottamedi<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Laurie Campbell<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Laurie Campbell<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

RBS SECURITIES INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Moshe Tomkiewicz<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Moshe Tomkiewicz<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

25<\/p>\n<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

WELLS FARGO SECURITIES, LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Carolyn Hurley<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Carolyn Hurley<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

26<\/p>\n<\/p>\n

\n

ANNEX I <\/strong><\/p>\n

FORM OF PRICING AGREEMENT <\/strong><\/p>\n

<\/u>, 200 <\/u><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\n

\n<\/td>\n<\/tr>\n

\n

As Representative[<\/strong>s]<\/strong> of the
\nseveral<\/p>\n<\/td>\n<\/tr>\n

\n

Underwriters named in Schedule I hereto<\/p>\n<\/td>\n<\/tr>\n

\n

c\/o<\/p>\n<\/td>\n

<\/td>\n\n

\n<\/td>\n<\/tr>\n

\n

\n

\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Ladies and Gentlemen:<\/p>\n

WAL-MART STORES, INC., a Delaware corporation (the
\n“Company”), proposes, subject to the terms and conditions stated herein and in
\nthe Underwriting Agreement, dated April 11, 2011, (the “Underwriting
\nAgreement”), between the Company, on the one hand, and you, as parties which are
\nsignatories or deemed to be signatories to the Underwriting Agreement, on the
\nother hand, to issue and sell to the Underwriters named in Schedule I hereto
\n(the “Underwriters”) the Securities specified in Schedule II hereto (the
\n“Designated Securities”).<\/p>\n

Each of the provisions of the Underwriting Agreement is
\nincorporated herein by reference in its entirety, and shall be deemed to be a
\npart of this Pricing Agreement to the same extent as if such provisions were set
\nforth in full herein; and each of the representations and warranties set forth
\ntherein shall be deemed to have been made at and as of the date of this Pricing
\nAgreement, except that each representation and warranty in Section 2 of the
\nUnderwriting Agreement that refers to the Pricing Prospectus or the Prospectus
\nshall be deemed to be a representation or warranty as of the date of the
\nUnderwriting Agreement in relation to the Pricing Prospectus or the Prospectus
\nto the fullest extent applicable and also a representation and warranty as of
\nthe date of this Pricing Agreement in relation to the Pricing Prospectus or the
\nProspectus relating to the Designated Securities. Each reference to the
\nRepresentatives herein and in the provisions of the Underwriting Agreement so
\nincorporated by reference shall be deemed to refer to you. Unless otherwise
\ndefined herein, terms defined in the Underwriting Agreement are used herein as
\ntherein defined.<\/p>\n

The Prospectus (including a prospectus supplement relating to
\nthe Designated Securities), in all material respects in the form heretofore
\ndelivered to you, is now proposed to be filed with the Commission.<\/p>\n<\/p>\n

ANNEX I – Page 1<\/p>\n<\/p>\n

\n

Subject to the terms and conditions set forth herein and in
\nthe Underwriting Agreement incorporated herein by reference, the Company agrees
\nto issue and sell to each of the Underwriters, and each of the Underwriters
\nagrees, severally and not jointly, to purchase from the Company, at the time and
\nplace and at the purchase price to the Underwriters set forth in Schedule II
\nhereto, the principal amount of Designated Securities set forth opposite the
\nname of such Underwriter in Schedule I hereto.<\/p>\n<\/p>\n

ANNEX I – Page 2<\/p>\n<\/p>\n

\n

If the foregoing is in accordance with your understanding,
\nplease sign and return to us five counterparts hereof, and upon acceptance
\nhereof by you, on behalf of each of the Underwriters, this letter and such
\nacceptance hereof, including the provisions of the Underwriting Agreement
\nincorporated herein by reference, shall constitute a binding agreement between
\neach of the Underwriters and the Company.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

WAL-MART STORES, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ANNEX I – Page 3<\/p>\n<\/p>\n

\n

Accepted as of the date hereof:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

[<\/strong>NAME OF REPRESENTATIVE]<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

[<\/strong>[<\/strong>NAME OF REPRESENTATIVE]<\/strong>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:
\n ]<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

For themselves and as Representative[s] of the several
\nUnderwriters named in Schedule I hereto<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

ANNEX I – Page 4<\/p>\n<\/p>\n

\n

SCHEDULE I <\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Underwriter<\/strong><\/p>\n<\/td>\n

<\/td>\nPrincipal Amount of<\/strong>
\nDesignated<\/strong>
\nSecurities<\/strong>
\nto be Purchased<\/strong><\/td>\n		<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

TOTAL<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Schedule I – Page 1<\/p>\n<\/p>\n

\n

SCHEDULE II <\/strong><\/p>\n

TITLE OF DESIGNATED SECURITIES:<\/p>\n

<\/u> due
\n <\/u> (the “Designated Securities”).<\/p>\n

AGGREGATE PRINCIPAL AMOUNT:<\/p>\n

<\/u> of the Designated
\nSecurities.<\/p>\n

PRICE TO PUBLIC:<\/p>\n

<\/u>% of the principal amount of the Designated
\nSecurities, plus accrued interest, if any, from <\/u>.\n<\/p>\n

PURCHASE PRICE TO UNDERWRITERS:<\/p>\n

<\/u>% of the principal amount of the Designated
\nSecurities, plus accrued interest, if any, from <\/u>; and the
\nselling concession shall be <\/u>% and the reallowance concession shall be
\n__%, in each case of the principal amount of the Designated Securities.<\/p>\n

INDENTURE:<\/p>\n

Indenture dated as of July 19, 2005, as supplemented by the
\nFirst Supplemental Indenture, dated as of December 1, 2006, between the Company
\nand The Bank of New York Mellon Trust Company, N.A., as Trustee.<\/p>\n

MATURITY:<\/p>\n

<\/u>.<\/p>\n

INTEREST RATE:<\/p>\n

<\/u>% from and including the original
\nissue date.<\/p>\n

INTEREST PAYMENT DATES:<\/p>\n

<\/u> and <\/u>
\nof each year, commencing on <\/u>.<\/p>\n

INTEREST PAYMENT RECORD DATES:<\/p>\n

<\/u> and <\/u>
\nof each year, commencing on <\/u>.<\/p>\n

REDEMPTION PROVISIONS:<\/p>\n

_______________<\/p>\n<\/p>\n

\n

SINKING FUND PROVISIONS:<\/p>\n

<\/u>.<\/p>\n

OTHER PROVISIONS:<\/p>\n

<\/u>.<\/p>\n

TIME OF DELIVERY:<\/p>\n

<\/u> a.m., <\/u><\/p>\n

CLOSING LOCATION:<\/p>\n

Simpson Thacher & Bartlett LLP<\/p>\n

425 Lexington Avenue<\/p>\n

New York, New York 10017<\/p>\n

NAMES AND ADDRESSES OF REPRESENTATIVES:<\/p>\n

__________________<\/p>\n

__________________<\/p>\n

__________________<\/p>\n

ADDRESSES FOR NOTICES:<\/p>\n

__________________<\/p>\n

__________________<\/p>\n

__________________<\/p>\n

APPLICABLE TIME<\/p>\n

(For purposes of Sections 2(d) and 8(c) of the Underwriting Agreement):<\/p>\n

<\/u> [<\/strong>a.m.]
\n[<\/strong>p.m.]<\/strong>, <\/u><\/p>\n

[<\/strong>LIST OF FREE WRITING PROSPECTUSES<\/p>\n

(Pursuant to Section 2(f) of Underwriting Agreement):<\/p>\n

__________________<\/p>\n

__________________<\/p>\n

__________________<\/p>\n<\/p>\n

Schedule II – Page 2<\/p>\n<\/p>\n

\n

OTHER MATTERS:<\/p>\n

__________________<\/p>\n

__________________<\/p>\n

__________________<\/p>\n<\/p>\n

Schedule II – Page 3<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9281],"corporate_contracts_industries":[9495],"corporate_contracts_types":[9563,9560],"class_list":["post-41352","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-wal-mart-stores-inc","corporate_contracts_industries-retail__department","corporate_contracts_types-finance__exchange","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41352","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41352"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41352"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41352"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41352"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}