SERIES TERMS CERTIFICATE

Exhibit 4(a)

WAL-MART STORES, INC.

Series Terms Certificate
Pursuant to Section 3.01 of the Indenture

Pursuant to Section 3.01 of the Indenture, dated as of July 5, 2001 (the
"Indenture"), made by and among Wal-Mart Stores, Inc., a Delaware corporation
(the "Company"), Wal-Mart Cayman (Euro) Finance Co., a Cayman Islands exempted
company, Wal-Mart Cayman (Canadian) Finance Co., a Cayman Islands exempted
company, Wal-Mart Cayman (Sterling) Finance Co., a Cayman Islands exempted
company (collectively, the "Finance Subsidiaries"), Wal-Mart Stores, Inc., in
its capacity as guarantor of Securities issued by any of the Finance
Subsidiaries pursuant to the Indenture (the "Guarantor"), and Bank One Trust
Company, NA, as trustee (the "Trustee"), Rick W. Brazile, Vice President of
Planning and Analysis hereby certifies as follows, and Anthony D. George, Senior
Corporate Counsel and Assistant Secretary of the Company attests to the
following certification. Any capitalized term used herein shall have the
definition ascribed to that term as set forth in the Indenture unless otherwise
defined herein.

A. This certificate is a Series Terms Certificate contemplated by Section
3.01 of the Indenture and is being executed to evidence the establishment
and approval of the terms and conditions of the Series that was established
pursuant to Section 3.01 of the Indenture by means of a Unanimous Written
Consent of the Executive Committee of the Board of Directors of the
Company, dated as of July 9, 2002 (the "Original Series Consent"), which
Series is designated as the "4.375% Notes Due 2007" (the "2007 Series"), by
Rick W. Brazile, pursuant to the grant of authority under the terms of the
Original Series Consent.

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

C. Pursuant to the Original Series Consent, the Company is authorized to
issue $1,000,000,000 aggregate principal amount of promissory notes of the
2007 Series (the "Initial Notes"). A copy of the Original Series Consent is
attached hereto as Annex A. Any promissory notes that the Company issues
that are a part of the 2007 Series (the

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"Notes") shall be represented by one or more global securities
substantially in the form attached hereto as Annex B (the "Form of Note").

D. Pursuant to Section 3.01 of the Indenture, the terms and conditions of
the 2007 Series and the promissory notes forming a part of the 2007 Series,
including the Notes, are established and approved to be the following:

1. Designation:

The Series established by the Original Series Consent is
designated as the "4.375% Notes Due 2007."

2. Aggregate Principal Amount:

The 2007 Series is not limited as to the aggregate principal
amount of all the promissory notes of the 2007 Series that
the Company may issue. The Company is issuing the Initial
Notes, which have an aggregate original principal amount of
$1,000,000,000.

3. Maturity:

Final maturity of the Notes of the 2007 Series will be July
12, 2007.

4. Interest:

a. Rate

The Notes will bear interest at the annual rate
of 4.375%, which interest shall commence
accruing from and including July 12, 2002.
Additional Amounts (as defined in Section 4(a)
of the Form of Note) if any, will also be
payable on the Notes.

b. Payment Dates

Interest will be payable on the Notes
semi-annually in arrears on January 12 and July
12 of each year, beginning on January 12, 2003,
to the person or persons in whose name or names
the Notes are registered at the close of
business on the preceding January 1 or July 1,
as the case may be. Interest on the Notes will
be computed on the basis of a 360-day year of
twelve 30-day months.

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5. Currency of Payment:

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

6. Payment Places:

All payments of principal of and interest on the Notes will
be made to The Depository Trust Company so long as the Notes
are in global form, otherwise payment shall be made at the
office or agency of the Company in the Borough of Manhattan,
The City of New York.

7. Optional Redemption Features:

The Company may redeem the Notes upon the occurrence of
certain tax events pursuant to Section 4(b) of the Form of
Note.

There is no sinking fund with respect to the Notes.

8. Special Redemption Features, etc.:

None.

9. Denominations:

$1,000 and integral multiples thereof for the Notes.

10. Principal Repayment:

100% of the principal amount of each Note.

11. Registrar and Paying Agent:

Bank One Trust Company, NA, will be the registrar and paying
agent for the Notes.

12. Defeasance:

Sections 11.02, 11.03 and 11.04 of the Indenture apply to
the Notes.

13. Payment of Additional Amounts:

The Company shall pay additional amounts as set forth under
Section 4 of the Form of Notes.

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14. Book-Entry Procedures:

The Notes shall be issued in the form of global Notes
registered in the name of CEDE & Co. as nominee of The
Depository Trust Company and will be issued in certificated
form only in limited circumstances, in each case, as set
forth under Sections 11 and 12 of the Form of Notes.

15. Other Terms:

Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 of
the Form of Note attached hereto as Annex B shall also apply
to the Notes.

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

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

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IN WITNESS WHEREOF, the undersigned has hereunto executed this
Certificate as of July 9, 2002.



/s/ Rick W. Brazile
---------------------------------------
Rick W. Brazile
Vice President of Planning and Analysis



ATTEST:


/s/ Anthony D. George
- ---------------------------------------
Anthony D. George
Assistant General Counsel of Finance
and Assistant Secretary


Approved as to legal terms only
by /s/ Anthony D. George
---------------------------------
Wal-Mart Legal Team
Date: 7-9-02
------------------------------

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ANNEX A

UNANIMOUS CONSENT TO ACTION
IN LIEU OF SPECIAL MEETING
OF THE EXECUTIVE COMMITTEE OF
THE BOARD OF DIRECTORS
OF WAL-MART STORES, INC.

July 9, 2002

--------------------------

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

RESOLVED, that a series of senior, unsecured promissory notes of the
Company in the initial aggregate principal amount of $1,000,000,000 that shall
mature on or about July 12, 2007 (the "Series 2007 Notes") shall be, and it
hereby is, created, established and authorized for issuance and sale pursuant to
the terms of the Indenture dated July 5, 2001 (the "Indenture") between the
Company, Wal-Mart Cayman (Euro) Finance Co., Wal-Mart Cayman (Canadian) Finance
Co., Wal-Mart Cayman (Sterling) Finance Co. and Bank One Trust Company, NA, as
trustee (the "Indenture Trustee"); and

RESOLVED, that the Series 2007 Notes shall have such terms, including
the rate at which interest shall accrue thereunder, and shall be in such form as
may be established and approved by an Authorized Officer or Authorized Officers
(each as defined below) in accordance with the provisions of Section 3.01 of the
Indenture pursuant to the authority granted by these resolutions, which approval
will be conclusively evidenced by that Authorized Officer's or those Authorized
Officers' execution of a Series Terms Certificate with respect to the Series
2007 Notes as contemplated by Section 3.01 of the Indenture; and

RESOLVED, that the Chairman, any Vice Chairman, the Chief Executive
Officer, the President, any Executive Vice President, any Senior Vice President,
the Vice President of Planning and Analysis and the Treasurer of the Company
(each an "Authorized Officer") shall be, and each of them hereby is, authorized,
in the name and on behalf of this Company, to establish and to approve the terms
and conditions of the Series 2007 Notes and to approve the form, terms and
conditions of the promissory notes representing notes in the Series 2007 Notes
and to execute up to $1,000,000,000 principal amount of promissory notes of the
Series 2007 Notes (the "2007 Promissory Notes"), all as provided in the
Indenture, and to deliver the 2007 Promissory Notes to the Indenture Trustee for
authentication and delivery in accordance with the terms of the Indenture; and


RESOLVED, that the Indenture Trustee shall be, and it hereby is,
authorized and directed to authenticate and deliver 2007 Promissory Notes to or
upon the written order of this Company, as provided in the Indenture; and

RESOLVED, that the Company shall be, and it hereby is, authorized to
perform its obligations under the 2007 Promissory Notes and its obligations
under the Indenture, as those obligations relate to the 2007 Promissory Notes;
and

RESOLVED, that the Company shall be, and it hereby is, authorized to
enter into and perform its obligations under, and each Authorized Officer is
authorized to execute and deliver, for and on behalf of the Company, a Pricing
Agreement and an Underwriting Agreement between the Company and Lehman Brothers
Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc., and the other
underwriters named therein (collectively, the "Underwriters"), relating to the
sale by the Company and the purchase by the Underwriters of up to $1,000,000,000
aggregate principal amount of 2007 Promissory Notes (collectively, the
"Underwriting Agreement") and any other agreements necessary to effectuate the
intent of these resolutions, the Underwriting Agreement and any other such
agreements to be in the forms and to contain the terms, including the price to
be paid to the Company by the Underwriters for the 2007 Promissory Notes being
purchased pursuant to the Underwriting Agreement, and conditions that the
Authorized Officer executing the same approves, such approval to be conclusively
evidenced by that Authorized Officer's execution and delivery of the
Underwriting Agreement or other agreement; and

RESOLVED, that the Company shall be, and it hereby is, authorized to
sell the 2007 Promissory Notes to the Underwriters pursuant to the Underwriting
Agreement at the price and pursuant to the other terms and conditions of the
Underwriting Agreement; and

RESOLVED, that the Company shall be, and it hereby is, authorized to
issue one or more global certificates to represent all of the 2007 Promissory
Notes and not otherwise issue the Notes in definitive form, and to permit each
global certificate representing 2007 Promissory Notes to be registered in the
name of a nominee of The Depository Trust Company ("DTC") and beneficial
interests in the global Notes to be otherwise shown on, and transfers of such
beneficial interests effected through, records maintained by DTC and its
participants; and

RESOLVED, that the signatures of the Authorized Officers executing any
2007 Promissory Notes may be the manual or facsimile signatures of the present
or any future Authorized Officers and may be imprinted or otherwise reproduced
thereon, and any such facsimile signature shall be binding upon the Company,
notwithstanding the fact that at the time the Notes are authenticated and
delivered and disposed of, the person signing the facsimile signature shall have
ceased to be an Authorized Officer; and

RESOLVED, that, without in any way limiting the authority heretofore
granted to any Authorized Officer, the Authorized Officers shall be, and each of
them singly is, authorized and empowered to do and perform all such acts and
things and to execute and deliver, for and on behalf of the Company, any and all
documents and instruments and to take any and all such actions as they may deem
necessary, desirable or proper in order to carry out the intent and


purpose of the foregoing resolutions and fully to establish the Series 2007
Notes and to perform the provisions of the Underwriting Agreement, the Indenture
and the 2007 Promissory Notes, and to incur on behalf of the Company all such
expenses and obligations in connection therewith as they may deem proper.

Dated to be effective as of July 9, 2002.



/s/ David D. Glass /s/ H. Lee Scott, Jr.
- ------------------------------ ------------------------------
David D. Glass H. Lee Scott, Jr.



/s/ S. Robson Walton /s/ Thomas M. Coughlin
- ------------------------------ ------------------------------
S. Robson Walton Thomas M. Coughlin